SOULCONNECT USER TERMS AND CONDITIONS
1. GENERAL
1.1 The SoulConnect mobile application (the SoulConnect App) is created, operated and controlled by JD AI Technology Pty Ltd trading as Soulconnect App (ABN 54 684 964 850) (SoulConnect, we, us or our).
1.2 By downloading, accessing and using the SoulConnect App and the Services, you acknowledge that you have read, understood and accept the SoulConnect App User Terms and Conditions (agreement), together with our Privacy Policy, and agree to abide by them. If you do not accept this agreement, you must not download, access and use the SoulConnect App and Services.
1.3 In this agreement, Member, you and your means the individual who downloads, accesses or uses the SoulConnect App and the Services (and includes anyone acting on your behalf or with your express or implied authority).
2. SOULCONNECT APP
2.1 The SoulConnect App is an online dating and matchmaking mobile application which uses /machine-learning algorithms to match compatible Members based on their personal preferences, lifestyle choices and interests (collectively, the Services). The SoulConnect App is a mere online tool for matching and connecting compatible Members. Our role in providing you with access and use of the SoulConnect App and the Services should be construed strictly in this context only.
2.2 By downloading, accessing and using the SoulConnect App, SoulConnect grants you a non-exclusive, non-transferable, personal, revocable and non-sublicensable licence to download, install, access and use the SoulConnect App and the Services for the Term. You will not acquire or be entitled to any rights other than those rights expressly set out in this agreement.
3. TERM
3.1 This agreement will commence on the date you download and access the SoulConnect App (Commencement Date) and shall continue until terminated in accordance with clause 15 (Subscription Term), unless you terminate the agreement during the Trial Period in accordance with clause 3.2.
3.2 If you do not wish to continue to access and use the SoulConnect App and Services following the expiry of the Trial Period, you must terminate the agreement prior to the expiry of the Trial Period by selecting the ‘delete account’ function within the SoulConnect App. You will be redirected to the Apple Pay Subscription page on your mobile device and your subscription will only be terminated once you select ‘confirm cancellation’ on the Apple Pay Subscription page.
4. REGISTRATION AND ACCESS
4.1 If you wish to access and use the SoulConnect App and Services, you must:
(a) download the SoulConnect App from the Apple Store or Google Play Store and you must create an account on the SoulConnect App (Account). Your Account will be operated by a username (User Name) and each time you access the SoulConnect you will be issued with a one- time password, which you must input into the SoulConnect App to access it. . When you setup your Account, we will send you a verification access code by text message which you must input into the SoulConnect App to complete the registration process. The access code expires after 15 minutes and if you fail to input the verification access code into the SoulConnect App within this time, you will need to request a new access code to complete the registration process; and
(b) create a member profile (Member Profile) by providing us with accurate registration information and Personal Information (such as your full name, phone number, date of birth, suburb, gender and up to three photographs). The only registration information in your Member Profile that can be viewed by other Members is your first name (Profile Name), profile picture or image ,suburb location, ethnicity information relating your interests, hobbies, lifestyle choices and other personal preferences and biographical information (such as your educational background, professional or work status). All Personal Information as well as the information you provide to setup your Account is subject to our Privacy Policy; and
(c) be over 18 years of age, and legally able to enter into contractual relations. If you are under the age of 18 years, you must not access and use the SoulConnect App and the Services. Your continued use of the Account constitutes an acknowledgement by you that you are over 18 years of age. We reserve the right to ask for proof of age from you and your Account may be suspended until satisfactory proof of age is provided.
4.2 SoulConnect has the right to suspend or terminate your Account or your access or use of all or any part of the SoulConnect App and/or the Services, at any time, if, in our opinion, you have failed to comply with any of the provisions of this agreement.
5. YOUR OBLIGATIONS
5.1 When accessing and using SoulConnect App and the Services (including the chat function contained within the SoulConnect App), you must:
(a) download the SoulConnect App onto their mobile phones or other devices;
(b) obtains and maintains all hardware, software and communications equipment necessary to access, and use the SoulConnect App and the Services;
(c) comply with all Relevant Laws with respect to your obligations under this agreement; and
(d) comply with all of our directions, policies and guidelines, advised in writing to you from to time to time (including our Acceptable Use Policy).
5.2 You are responsible for:
(a) maintaining control over, and the confidentiality of, your Account;
(b) keeping your Account registration information current, complete, accurate, and truthful. You must not impersonate another account holder or provide false identity information to gain access to, or use, the SoulConnect App;
(c) notifying us of any unauthorised access to, or use of, your Account or User Name;
(d) for all activities or transactions that occur using your Account or User Name. The owner of the Account is solely responsible for the activity conducted on the Account. We are not liable for any Loss or damage arising out of, or in connection with, any unauthorised access or use of, your Account or User Name; and
(e) carry out all of your responsibilities set out in this agreement in a timely and efficient manner.
5.3 We will not be liable to you, another Member or anyone else if, for any reason, the SoulConnect App or the Services are unavailable at any time or for any period. From time to time, we may suspend or restrict access to all, or some parts of, the SoulConnect App and/or the Services.
5.4 You must not: (nor attempt to do) any of the following:
(a) introduce, access, store, distribute or transmit any viruses, worm, trojan or other malicious code into the SoulConnect App;
(b) violate any SoulConnect IP or any third party Intellectual Property Rights;
(c) copy, modify, duplicate, create derivative works from, frame, mirror, republish, transmit or distribute all or any portion of the SoulConnect App, or any other third party software that you may access or use through the SoulConnect App, in any way;
(d) download or access all or any part of the SoulConnect App and/or the Services in order to build a product, service or code which competes or reproduces the SoulConnect App and/or the Services (in full or part);
(e) data mine the SoulConnect App or modify, alter, adapt, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the SoulConnect App in any way, or otherwise learn the source code or algorithms underlying the SoulConnect App;
(f) license, sell, rent, lease, transfer, assign or otherwise commercially exploit the SoulConnect App and/or the Services; and
(g) use the SoulConnect App to engage in any activity or conduct that is in breach of any Relevant Laws.
5.5 We reserve the right to limit your use of the SoulConnect App and/or the Services and we may, at our absolute discretion, restrict, suspend or terminate your right to access and use the SoulConnect App if we believe you are in breach of this agreement or you are misusing SoulConnect App and/or the Services.
6. MEMBER PROFILE
6.1 At the time a Member creates an Account with us, the Member must also create a Member Profile which will include your registration information and/or Personal Information, including, but not limited to, your Profile Name, location, profile picture or image, height, languages spoken, ethnicity (such as your race or religion) and information relating your interests, hobbies, lifestyle choices and other personal preferences and your biographical information (such as your educational background, professional or work status).
6.2 Provided you comply with your obligations under this agreement, you may, at any time post, publish, submit, update, edit or delete all or any part of your Member Profile. We will not be liable to you, another Member or anyone else for any:
(a) error, omission, failure to update or change any Account details or Member Profile which is published, listed or displayed by you on, or via, the SoulConnect App following your request; or
(b) Losses incurred by a Member or any third party as a result of, or in connection with any content or information supplied by a Member which is submitted, uploaded or published on the SoulConnect App.
6.3 By uploading, transmitting, posting or otherwise making available your Member Profile available to other Members on, or via, the SoulConnect App, you warrant that at all times:
(a) you hold all necessary rights, licences and consents to do so;
(b) nothing in your Member Profile would cause you or us (or anyone else) to breach any Relevant Laws (including the Privacy Laws of other Members);
(c) your Member Profile complies with the Acceptable Use Policy; and
(d) your Member Profile is accurate and up-to-date, including in relation to your image or appearance, descriptions, personal preferences, interests, hobbies, biography and contact information.
7. SOULCONNECT’S OBLIGATIONS
7.1 Subject to your compliance with the terms of this agreement, SoulConnect shall use reasonable endeavours to provide you with access to and use of the SoulConnect App and the Services.
7.2 The undertaking in clause 7.1 shall not apply in the event of:
(a) any non-conformance which is caused, or contributed, by use of the Services and the SoulConnect App contrary to our instructions or the terms of this agreement;
(b) modification or alteration of the Services and the SoulConnect App by any party other than us or our duly authorised Personnel;
(c) the unsuitability or malfunction of the computer hardware or computer software in conjunction with which the SoulConnect App and/or the Services are used; and
(d) Force Majeure Events.
7.3 In the event that we fail to provide you with access and use of the SoulConnect App and the Services accordance with clause 7.1, we shall use reasonable endeavours to correct any such non-conformance, or provide you with an alternative means of accomplishing the desired performance. The foregoing constitutes your sole and exclusive remedy for any breach of clause 7.1.
8. ACCEPTABLE USE POLICY
8.1 By downloading, accessing and using the SoulConnect App and the Services (including the chat function contained within the SoulConnect App) you agree to comply with the rules for the acceptable use of the SoulConnect App as specified herein (Acceptable Use Policy).
8.2 You are solely responsible for the accuracy, currency, completeness and use of your Member Profile and any other information you publish, submit or post on, or via, the SoulConnect App (including the chat function contained within the SoulConnect App), and you agree to post, submit or publish your Member Profile, and other information on, or via, the SoulConnect App at your own risk. We accept no responsibility and assume no liability for any Member Profile, and any other information posted, published or otherwise transmitted by you, any other Member or any third party on, or via, the SoulConnect App.
8.3 You must access and use the SoulConnect App and the Services only for lawful purposes. You must not publish, post or transmit any information, content or data on, or via, the SoulConnect App that:
(a) contains confidential information;
(b) contains images or photographs that are inaccurate, incomplete, outdated or deceitful. For example, you are prohibited from posting photographs that are more than five years old or photographs of other persons to the SoulConnect App;
(c) is knowingly inaccurate, misleading or deceptive or fraudulent (including, but not limited to, as a result of you having impersonated another person or misrepresented your identity);
(d) is libellous, defamatory, obscene, vulgar, offensive, pornographic, indecent, racist, harassing, threatening, seditious, blasphemous, invasive of privacy or publicity rights, abusive, inflammatory, discriminatory or engage in otherwise objectionable behaviour (such as stalking, soliciting persons under the age of 18 years or otherwise promoting any surveys, contests, pyramid schemes, chain letters, unsolicited e-mailing or spamming);
(e) is aimed at disparaging or damaging the reputation or goodwill of our business, the SoulConnect App, our Website our social media pages, or any of our Personnel and third parties connected to us;
(f) breaches any Relevant Laws;
(g) contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; or
(h) infringes the Intellectual Property Rights or other rights of SoulConnect or any third party.
8.4 We are not responsible for monitoring or censoring any content or information advertised, published or listed on the SoulConnect App, including any Member Profile. However, if a Member fails to comply with this clause 8, we may, in our absolute discretion and without notice to you:
(a) remove, modify, refuse to publish or alter or delete any content, material or information contained in your Member Profile without any notice to you, if we consider that such content, material or information does not comply with this agreement (including any of our policies or guidelines published by us from time to time); and/or
(b) restrict, suspend or terminate your Account and Member Profile.
8.5 SoulConnect reserve the right, at our absolute discretion, to determine with the Acceptable Use Policy has been breached and to terminate this agreement in accordance with clause 15.
9. SUBSCRIPTION FEE
9.1 We do not charge you a fee to download, access and use the basic version of the SoulConnect App. However, to access and use the premium version of the SoulConnect App and Services, except for during the Trial Period, you must pay us the fees as specified on the SoulConnect App (Subscription Fee). Subscription Fees are payable in advance on a weekly, monthly or annual basis as specified on the SoulConnect App.
9.2 During the Trial Period, you will not be required to pay the Subscription Fees to access and use the premium functions and features of SoulConnect App, but following the Trial Period, all Subscription Fees will be payable
9.3 The Subscription Fees are payable in Australian Dollars and are inclusive of any goods and services taxes. To the maximum extent permitted by Relevant Laws and except as otherwise contemplated in this agreement, the Subscription Fees and all other amounts owing to SoulConnect under this agreement are non-refundable.
9.4 When setting up your Account, you will be offered payment options to pay the Subscription Fees. SoulConnect may, at our absolute discretion and without notice to you, change the payment methods that can be used to access and use the SoulConnect App and Services at any time.
9.5 We use Third Party Payment Processors to process payments made in connection with transactions occurring through the SoulConnect App. By making payment of the Subscription Fees (and all other fees owing to us under this agreement), you agree to provide the Third Party Payment Processors with accurate and complete billing information, and you authorise us to share your billing information (including Personal Information) with our Third Party Payment Processors for the purpose of processing your payment.
9.6 We may, at our absolute discretion, change the Subscription Fee at any time, by giving you written notice, or by otherwise posting it on the SoulConnect App. Where a change relates to an increase in Subscription Fee, we shall provide you with 21 days prior written notice or by otherwise posting it on the SoulConnect App. The fee increases will come into effect in the next billing cycle. If you do not agree to these changes, you should terminate the agreement in accordance with clause 15 no later than 21 after the date you received written notice of the changes, or the changes were posted on the SoulConnect App.
10. DIRECT DEBIT AUTHORITY
10.1 By accepting this agreement, you authorise us to arrange for the Subscription Fees or any other amount owing to SoulConnect under this agreement to be debited from your credit card or bank account (as applicable) as and when such fees are due and payable under this agreement (Direct Debit Authority).
10.2 You may cancel or change your Direct Debit Authority by accessing the ‘subscription’ page on the SoulConnect App before the day on which your next debit is due. If you cancel the Direct Debit Authority, SoulConnect will not be able to provide you with access to, and use of, the SoulConnect App and Services beyond the current billing cycle, unless you provide SoulConnect with a new Direct Debit Authority.
10.3 It is your responsibility to ensure that there are sufficient funds available on your credit card or bank account (as applicable) to allow each debit to be made in accordance with the Direct Debit Authority. If there are insufficient funds:
(a) the transaction will be rejected and the payment will be treated as if it were never made;
(b) your financial institution may charge you a fee and/or interest;
(c) you must arrange for the debut to be made by another method or arrange for sufficient funds to be available by an agreed time so that our Third Party Payment Processors can process the debit.
10.4 It is your responsibility to check your credit card or bank account statement (as applicable) to verify that the amounts debited from your credit card or bank account are correct.
10.5 If you believe that an error has been made in debiting your credit card or bank account (as applicable), you should update your credit card or bank account details by accessing the the ‘subscription’ page on the SoulConnect App as soon as possible.
10.6 If you cancel the Direct Debit Authority, at the end of the current billing cycle you will revert back to using the basic version of the SoulConnect App (and you will be unable to access and use the premium and advanced functions and features of the SoulConnect App and Services).
11. INTELLECTUAL PROPERTY RIGHTS
11.1 You acknowledge that we, or our licensors, are the owner of the SoulConnect App and the Services (or any Intellectual Property Rights contained therein) including any information, data or Content that may be provided to, or accessed by, you in connection with your use of the SoulConnect App and the Services (including any modifications, enhancements of the foregoing (collectively, the SoulConnect IP). Accessing and using the SoulConnect App and the Services do not give you (or anyone else) ownership of, or any right, title or interest in the SoulConnect IP.
11.2 All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the SoulConnect App and the Services will automatically vest in, and are assigned to, SoulConnect (Developed IP).
11.3 Ownership of any User Content will vest in the creator of that User Content, but excluding SoulConnect IP and Developed IP.
11.4 For the Subscription Term, you grant SoulConnect a royalty-free, non-exclusive, sub-licensable, transferable and worldwide licence to:
(a) use, disclose, reproduce, store, distribute, publish, export, adapt, edit, translate, produce derivative works from or copy your Account and Member Profile (including registration information and Personal Information) for the purpose of providing you with access to, and use of, the SoulConnect App and the Services (and any ancillary products or services made available on, or via, the SoulConnect App) and otherwise perform our obligations and exercising our rights under this agreement;
(b) informing you about other products or services that SoulConnect may offer from time to time or in relation to third party products and/or services offered by us or our Affiliates;
(c) complying with a legal requirement, such as a law, regulation, court order, subpoena, warrant, legal proceedings or in response to a law enforcement agency request;
(d) using usage patterns, trends, and other statistical or behavioural data derived from use of the SoulConnect App and/or the Services for the purposes of providing, operating, maintaining, or improving the Services, the SoulConnect App, or our other products and services; and
(e) sharing User Content with an Affiliate or other third party (with whom SoulConnect may contract or be affiliated with from time to time) for the purposes of performing or improving the SoulConnect App and/or the Services.
12. NO WARRANTIES
12.1 To the maximum extent permitted by Relevant Laws, we exclude all express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), in connection with the SoulConnect App and the Services (or any other ancillary products or services made available through the SoulConnect App).
12.2 Nothing contained in this agreement excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and User Act 2010 (Cth) or any other national, State or Territory legislation where to do so is unlawful.
12.3 You acknowledge, and agree that to the maximum extent permitted by Relevant Laws, we make no representation, warranty or guarantee in relation to the availability, continuity, legality, completeness, reliability, accuracy, currency or security of the SoulConnect App and/or the Services (including any ancillary products or services provided in connection with the SoulConnect App and the Services) and we will not be liable if the SoulConnect App and/or the Services and (including any ancillary products or services provided in connection with the SoulConnect App and the Services) is, or becomes unavailable for any reason, including directly, or indirectly as a result of:
(a) telecommunications unavailability, interruption, delay, bottleneck, failure or fault;
(b) negligent, malicious, wilful acts or omissions of third parties (including third party service providers) or other users;
(c) maintenance (scheduled or unscheduled) carried out by us or any third party service provider, including in respect of any of the systems or network used in connection with the provision of the SoulConnect App and the Services;
(d) services provided by third parties (including internet service providers) ceasing or becoming unavailable; or
(e) a Force Majeure Event.
12.4 You acknowledge that, to the maximum extent permitted by Relevant Laws, we do not make any warranty or representation that any data, content or information (including any Member Profile) uploaded, published, shared or made available to you or any Content made available or offered on, or via the SoulConnect App is accurate, complete, reliable, current or error-free, virus free or is suitable for any particular purpose or use under any specific conditions, and so is provided on an “as is” basis.
12.5 SoulConnect shall use reasonable endeavours to make the SoulConnect App and the Services available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out at times advised in advance by SoulConnect; and
(b) unscheduled maintenance which may need to be performed from time to time. SoulConnect will, where practicable, use reasonable endeavours to conduct any unscheduled maintenance outside of Business Hours.
12.6 In the event of any Loss of your Account and/or Member Profile, your sole and exclusive remedy shall be for SoulConnect to use reasonable endeavours to restore your Account and/or Member Profile that is lost or damaged, from the latest back-up of your Account and/or Member Profile maintained by SoulConnect in accordance with our standard archiving and backup procedures.
12.7 SoulConnect will not be responsible for any Loss, destruction, alteration, corruption or disclosure of your Account and/or Member Profile caused by us, your acts or omissions or the acts of omissions of other Members or any third party.
13. LIMITATION OF LIABILITY
13.1 To the maximum extent permitted by Relevant Laws, we will not be liable to you, any other Members or any third party for any:
(a) Consequential Loss; or
(b) Loss of, or damage to, any property or any personal injury or death to you, any other user or any third person,
(c) arising out of, relating or connected to, the provision or use of, the SoulConnect App and the Services (including any Content and any ancillary products or services published, advertised, displayed or provided in connection with the SoulConnect App and the Services) and this agreement, regardless of the cause of action on which they are based, even if advised of the possibility of such damage occurring.
13.2 All risk in using the SoulConnect App and the Services passes to you upon downloading the SoulConnect App or otherwise accessing or using the SoulConnect App and the Services (whichever is earlier). We are not responsible to you or anyone else for any actions, activities, conduct or transactions (whether online or offline) that occur as a result of, or in connection with your access to, and use of, the SoulConnect App and the Services.
13.3 We disclaim all liability and responsibility arising from any reliance placed on any information or content contained within a Member Profile. You (and not SoulConnect) are solely responsible for the completeness, accuracy, reliability and quality of your Member Profile uploaded by you on, or via, the SoulConnect App.
13.4 Under no circumstances will SoulConnect’s aggregate liability, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, exceed the Subscription Fee paid by you to us in the preceding two months from the date of the Claim.
13.5 You agree to defend, indemnify and hold us, our Affiliates and our Personnel (collectively, the Indemnified) harmless from and against any and all Claims and Losses (including legal costs on a full indemnity basis) that may be brought against the Indemnified or which the Indemnified may pay, sustain or incur as a direct or indirect result of, or arising out, of:
(a) the access to, and use of, the SoulConnect App and/or the Services by you or any third party (including, the use of any ancillary products or services published, displayed or made available to you on, or via, the SoulConnect App and the Services);
(b) any breach by you of any Privacy Laws;
(c) any breach of any third party’s Intellectual Property Rights or other rights caused by you; or
(d) any breach by you of this agreement.
14. PRIVACY
14.1 All Personal Information you provide to us to download, access and use the SoulConnect App and the Services, are subject to our Privacy Policy, which is incorporated into this agreement. You warrant that, in relation to any Personal Information comprising your Account and Member Profile or any other information disclosed to us on, or via, the SoulConnect App and the Services:
(a) it has been collected in accordance with Privacy Laws;
(b) you have the authority to upload, post, publish or otherwise transmit such information on, or via, the SoulConnect App; and
(c) you have obtained the informed consent of the individuals who are the subject of such Personal Information in order for us to use, disclose, store, transfer, process or handle it.
15. TERMINATION
15.1 You may terminate this agreement at any time by using the ‘delete account’ function in the SoulConnect App. If you delete your Account in accordance with 15.1, you will not be entitled to a pro rata refund of the Subscription Fees for the unused portion of the Subscription Term.
15.2 We may terminate or discontinue the SoulConnect App or any function or feature of the SoulConnect App and/or the Services at any time (without liability to you) by 30 days’ written notice to you, or by otherwise posting it on the SoulConnect App or the Website. If we terminate or discontinue the SoulConnect App in accordance with clause 15.2, you will be entitled to a pro rata refund of the Subscription Fees for the unused portion of the Subscription Term.
15.3 You agree that we may, at any time and at our sole discretion, with or without cause or any notice to you, terminate, suspend or block your access to (either temporarily or permanently):
(a) the SoulConnect App and/or the Services; and/or
(b) our Website and any social media pages, products and/or services offered on, or via the SoulConnect App and/or the Services.
15.4 SoulConnect may suspend or terminate this agreement by giving you written notice with immediate effect if you:
(a) commit any serious or repeated breaches or violations of this agreement, our policies and guidelines (including our Privacy Policy and Acceptable Use Policy) and any other agreements entered into between the parties;
(b) serious or repeated breaches or violations of another person’s Intellectual Property Rights or privacy rights;
(c) fail to pay the Subscription Fees (if applicable);
(d) publish or post any content or information or engage in any activities, conduct or transactions on, or, via, the SoulConnect App and/or the Services, that brings, or has the capacity to bring, SoulConnect, our Personnel and Affiliates and the SoulConnect App into disrepute; and
(e) requests by law enforcement, court order or other government agencies.
15.5 Except as otherwise stipulated in this agreement, you agree that all such suspensions or terminations shall be made at our sole discretion and that we shall not be liable to you or any third party for any such suspension or termination.
16. EFFECT OF TERMINATION
16.1 16.1 On termination of this agreement for any reason:
(a) we will permanently and securely destroy your Account and Member Profile (without liability to you, any other Member or any third party) within 30 days of the effective termination of this agreement; however: (i) SoulConnect will be required to retain Personal Information (including basic registration information) in accordance with documentation retention and destruction laws; and (ii) any content or information shared with another Member using the chat function will not be deleted from the other Member’s Account; and
(b) all licences to use the SoulConnect App and the Services and rights of access granted under this agreement will immediately terminate.
17. THIRD PARTY CONTENT AND WEBSITE LINKS
17.1 You acknowledge that the SoulConnect App may contain content, data and information that may link to other websites tools, links, applications, services, products or resources on the Internet. These websites, tools, links, applications, services, products or resources are not under our control and are not maintained by SoulConnect. We are not responsible for the content of those websites, tools, links, applications, resources, products or services, and accept no responsibility for them or for any Loss or damage that may arise from your use of them (notwithstanding anything else contained herein). SoulConnect only provide links to third party websites, applications or tools for your information and convenience.
17.2 Links, references or other connections to these websites, tools, applications, resources, products or services do not imply any endorsement of them or any endorsement of the owners, licensors or operators of those websites, tools, applications, resources, products or services.
17.3 We do not recommend or endorse any Members or other third parties on the SoulConnect App, the Website or our related social media pages.
17.4 Your linking to or from these sites, or use of, or reliance on, such websites, resources, products or services is at your own risk. You should carefully review the terms and conditions and privacy policies of all off-site pages and other websites or third-party suppliers that you visit or transact with.
18. FORCE MAJEURE
18.1 We will not be responsible to Members (or anyone else) if we are prevented from or delayed in performing our obligations, by acts, events, omissions or accidents beyond our reasonable control, including but not limited to, acts of God, governmental actions, shipping, postal or other relevant transport strike, failure or accident, lockouts or other labour difficulty, war or national emergency, epidemic, pandemic or mandatory government shut-down or lockdown, acts of terrorism, fire, explosion, flood, an act or omission of a third party, shortage of or inability to obtain any necessary materials, equipment, facilities or services, the failure of performance provided by others, internet interruption or virus, accidents or breakdown of plant, machinery, software, hardware or communication network, or default of hosting or data centre providers (Force Majeure Event).
19. UPDATES AND VARIATIONS
19.1 Without notice to you, we may, at our absolute discretion, from time to time:
(a) change, add or delete the functions, features, performance, or other characteristics of the SoulConnect App and/or the Services; or
(b) apply or install updates to, or new versions of, the SoulConnect App.
19.2 You acknowledge that the Content and Member Profile on the SoulConnect App is subject to change at any time and may be out of date at any given time. We are under no obligation to:
(c) update, correct or fix any Content, Member Profile, the SoulConnect App and/or the Services; or
(d) notify you of any changes to the any Content, Member Profile, the SoulConnect App and/or the Services unless required by Relevant Laws to do so.
19.3 Some of the provisions contained in this agreement may also be superseded by provisions or notices published elsewhere on the SoulConnect App. Any changes are effective immediately upon posting to the SoulConnect App. Your continued use of the SoulConnect App and the Services thereafter constitutes your acceptance of all such changes to the agreement.
19.4 Please read this agreement before using the SoulConnect App and the Services as the agreement may have changed since the last time you accessed and used the SoulConnect App and the Services. If you do not agree to any change, then you must immediately stop using the SoulConnect App and the Services.
20. SUPPORT SERVICES
20.1 SoulConnect may, at our absolute discretion, provide you with user support services during Business Hours in accordance with the SoulConnect’s standard support services and maintenance policy (as amended from time to time).
20.2 If you require user support services or you are having difficulties accessing and using the SoulConnect App and the Services, you may contact us by email at hello@soulconnectapp.com.
21. DISPUTE RESOLUTION
Before resorting to court proceedings, you must refer any dispute with SoulConnect (excluding complaints about other Members) under or relating to this agreement initially to a nominated representative of each party to endeavour to resolve the dispute within 20 days. If the dispute is not resolved within this period, then either party may, in its absolute discretion, initiate court proceedings.
22. COMPLAINTS PROCESS
22.1 If you wish to make a complaint about a Member or lodge a report that a Member Profile published or posted on the SoulConnect App has breached the Acceptable Use Policy or other terms of this agreement, you may contact us by email at hello@soulconnectapp.com.
22.2 We will use reasonable endeavours to investigate any complaint or report lodged by you or another Member within a reasonable period of time and we may, at our absolute discretion, take corrective action that we deem appropriate in the circumstances (such as modifying, deleting or removing the Member Profile).
22.3 We do not guarantee that any Member Profile will be modified or removed from the SoulConnect App following your complaint. We will not take corrective action, if we do not believe that the Member or Member Profile complained about has breached the Acceptable Use Policy or any other terms of this agreement.
22.4 Where we have determined, at our absolute discretion, that the Member or Member Profile has breached the Acceptable Use Policy or other terms of this agreement, we do not guarantee that such Member Profile will be deleted or removed within a specific timeframe.
22.5 We will not notify you of the outcome of our investigation or the corrective action (if any) we have taken in response to your complaint, unless you have complained about a breach of your Intellectual Property Rights, privacy rights or your personal safety is at risk.
23. SEVERABILITY
If any provision in this agreement is found to be invalid or unenforceable by a court of law, such invalidity or unenforceability will not affect the reminder of this agreement which will continue in full force and effect.
24. SURVIVAL
Clauses 5.3, 5.4, 8.2, 9, 10, 11, 12, 13, 15, 16, 17, 18, 21, 23, 24, 25, 26, 27, 28, 29 and any other obligation which is expressed to, or by its nature, survive expiry or termination of this agreement, will survive expiry or termination of this agreement and are enforceable at any time at law or in equity.
25. RELATIONSHIP
25.1 No agency, principal-agent, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created between you and us by this agreement.
26. ENTIRE AGREEMENT
This agreement, any other documents referred to in it, represent the entire agreement between us and you in relation to the subject matter and supersedes any previous arrangements, agreements, representations, understandings or statements (whether verbal, in writing, or in some other format).
27. ASSIGNMENT
You may not assign, transfer or deal in any other manner with all or any of your rights or obligations under this agreement without our prior written consent. To the extent permitted by Relevant Laws, we may, at our absolute discretion, assign, transfer or deal in any other manner with all or any of our rights or obligations under this agreement without your prior written consent.
28. JURISDICTION AND APPLICABLE LAW
1.2 The SoulConnect App is created and controlled by us in the State of Victoria, Australia. As such, the laws of the State of Victoria will govern this agreement.
1.3 By using the SoulConnect App and the Services you submit to the exclusive jurisdiction of the courts of Victoria, Australia and agree that any legal action will only be commenced in this forum.
29. NOTICES
29.1 By accessing and using SoulConnect App and the Services, you accept that communication with us will be mainly electronic. We will contact you on, or via the app to provide you with information by sending you push notifications and alerts on the SoulConnect App.
29.2 You acknowledge that all contracts, notices, information and other communication (notices) we may provide electronically comply with any legal requirements that such documents be in writing.
29.3 Notice will be deemed received and properly served immediately when posted on the SoulConnect App.
30. PROHIBITION OF CHILD SEXUAL ABUSE AND EXPLOITATION
30.1 SoulConnect maintains a strict zero-tolerance policy against Child Sexual Abuse and Exploitation (CSAE) and is dedicated to creating a safe online environment. Our platform is designed exclusively for users aged 18 and above, and we are unwavering in our commitment to preventing and combating illegal and harmful activities involving minors.
30.2 You are absolutely prohibited from:
(a) Creating, uploading, sharing, displaying, accessing, or otherwise disseminating any material that constitutes Child Sexual Abuse Material (CSAM), as defined by Australian law. This includes, but is not limited to, any content depicting a person who is, or appears to be, under 18 years of age engaging in sexual activity or in a sexualised context.
(b) Engaging in any form of child grooming, solicitation, exploitation, or abuse of minors, whether through direct communication, implied intent, or any other means.
(c) Attempting to connect with, communicate with, or solicit any person under the age of 18 for any purpose, especially those of a sexual nature. This includes misrepresenting your age or the age of a minor.
(d) Sharing any content that is intended to facilitate, encourage, or glorify the sexual abuse or exploitation of children.
30.3 Consequences of Violation
Any violation of this CSAE policy will result in immediate and severe consequences, including but not limited to:
(a) Immediate and permanent termination of your SoulConnect account.
(b) Removal of all associated content without prior notice.
(c) Reporting your account details and any relevant content to the Australian Federal Police (AFP), the Australian Centre to Counter Child Exploitation (ACCCE), and/or other relevant Australian law enforcement agencies.
(d) Cooperation with law enforcement investigations. SoulConnect will cooperate fully with Australian and international law enforcement agencies in any investigation and prosecution related to CSAE.
30.4 Reporting Mechanisms and Support
If you encounter any content or activity on SoulConnect that you suspect involves CSAE, a user who appears to be underage, or any other child safety concern, you are obligated to report it immediately.
(a) In-App Reporting: Please use SoulConnect's dedicated in-app reporting tools by reporting a user from their profile and selecting Report User.
(b) Direct Contact: You may also report concerns directly to SoulConnect Support via our Help Centre and selecting Report a Problem, or emailing us at hello@soulconnectapp.com.
(c) Australian Authorities: For direct reporting to Australian authorities, we strongly encourage you to contact:
(d) eSafety Commissioner: For reporting illegal and restricted online content, including child sexual abuse material. You can make a report via their website: https://www.esafety.gov.au/report
(e) Australian Centre to Counter Child Exploitation (ACCCE): For reporting online child sexual exploitation, including grooming and inappropriate contact. You can make a report via their website: https://www.accce.gov.au/
(f) Crime Stoppers: To report anonymously, call 1800 333 000 or visit https://crimestoppers.com.au/
(g) Emergency Services: If a child is in immediate danger or at risk of harm, call Triple Zero (000) immediately.
30.5 User Responsibility
You are solely responsible for your conduct and the content you share on SoulConnect. By using SoulConnect, you affirm that you are 18 years of age or older and understand your obligation to adhere to these Terms of Service and all applicable Australian laws regarding the protection of children.
31. DEFINITIONS
In this agreement, the following words shall have the following meanings:
(a) Acceptable Use Policy has the meaning in clause 8.1.
(b) Account has the meaning in clause 4.1(a).
(c) Affiliate means in relation to any party, a person which, directly or indirectly, (i) is Controlled by that party; or (ii) Controls that party; or (iii) is Controlled by a person referred to in (ii) above, and for this purpose Control means the power of a person to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership agreement or other document regulating such person) that the affairs of another are conducted in accordance with its wishes.
(d) Business Day means any day which is not a Saturday, Sunday or public holiday in Victoria.
(e) Business Hours means 9:00am to 5:00pm on Business Days.
(f) Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature whether present or future, fixed or unascertained, actual or contingent, at law, in equity, under statute or otherwise.
(g) Commencement Date has the meaning in clause 3.1.
(h) Consequential Loss means the following, however arising and even if it is reasonably contemplated by the parties at the Commencement Date as a likely result of breach of the agreement:
(i) direct, indirect, consequential, incidental, special, remote or unforeseeable loss, damage, cost or expense;
(ii) loss of revenue, profit, income, bargain, opportunity, use, production, customers, business, contract, goodwill, or anticipated savings, loss caused by business interruption, or the cost of obtaining new financing or maintaining existing financing, loss of or corruption to data, loss of use of data or reputational loss or damage or loss of dating or personal relationship opportunity;
(iii) costs or expenses incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by another user of third party; or
(iv) loss or damage of the nature set out above in clauses (i) to (iii) (inclusive) that is incurred or suffered by or to a third party.
(i) Content means all the information, text, materials, graphics, logos, button icons, images, video and audio clips, trade marks (whether registered or not), advertisements, layout, arrangement, graphical user interface, look and feel, databases, functionality and control features of the SoulConnect App.
(j) Developed IP has the meaning in clause 11.2.
(k) Force Majeure Event has the meaning in clause 18.
(l) Intellectual Property Rights means designs, copyright, trade marks, patents, operations, software or systems, trade names and domain names, rights in goodwill, rights in confidential information or other intellectual property rights, whether under statute, common law, equity, and whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights and all similar rights which subsist or will subsist now or in future in any part of the world.
(m) Loss means loss, damage, liability, charge, expense, outgoing, payment or cost of any nature or kind, including legal and other professional costs and Consequential Loss.
(a) Member, you or your has the meaning in clause 1.3.
(b) Member Profile has the meaning in clause 4.1(b).
(c) Personnel means any director, officer, employee or contractor of the party.
(d) Personal Information means data by which a person may be personally identified, including a person's name, postal address, email address, telephone number and any other information a party collects, including that which is defined as personal or personally identifiable information under any applicable Privacy Laws.
(e) Privacy Laws means any applicable laws and codes of practice dealing with privacy, including the Privacy Act 1988 (Cth) (as amended) and the Australian Privacy Principles, and any other legislation, codes and policies relating to the handling of Personal Information applicable to the jurisdiction in which you are located.
(f) Privacy Policy means our privacy policy available on the SoulConnect App, our Website or any other internet site notified by us from time to time, which is incorporated into this agreement.
(g) Profile Name has the meaning in clause 4.1(b).
(h) Relevant Laws means any relevant rules of common law, principles of equity, international, federal, state and local laws, statutes, rules, regulations, proclamations, ordinances and by-laws and other subordinate legislation, rulings, or legal requirements and Privacy laws, anywhere in the world.
(i) Services has the meaning in clause 2.1.
(j) SoulConnect App means the mobile application owned, operated and managed by SoulConnect, including any systems, Content and server software, the computer hardware, tools, application, database, systems, and all Intellectual Property Rights contained therein, provided or otherwise made available by us.
(k) SoulConnect IP has the meaning given to it by clause 11.1.
(l) SoulConnect, we, our or us has the meaning in clause 1.1, and where the context permits, includes our Personnel and Affiliates.
(m) Subscription Fee has the meaning in clause 9.1.
(n) Subscription Term has the meaning in clause 3.1.
(a) Third Party Payment Processor means Apple Pay and Google Payand any other third party payment processor permitted by us from time to time.
(o) Trial Period means seven consecutive days from the date you register and set up your Account.
(p) Website means the website located at soulconnectapp.com and any other website notified by us from time to time.
(q) User Name has the meaning in clause 4.1(a).