Last Modified: April 1, 2024

Terms and Conditions of Access, Use and Services

Welcome to GoodLuca Pty Ltd (“Company”, “GoodLuca,” “we,” “us,” or “our”). For reference, GoodLuca is our flagship native and web platform offering professional development for accounting professionals. GoodLuca Pty Ltd is the official legal business name of the Company who has developed GoodLuca. ‍These terms and conditions of use for the Websites and Applications and the Services constitute a contract between GoodLuca and yourself. By browsing or accessing our Websites and Applications, registering as User and/or using the Services, you confirm that you have read, understood, consented and agreed to be bound by the terms of service referred in this document or any document referred to and incorporated in this document including without limitation the Privacy Policy (collectively the: “Terms”), whether you are browsing the Websites and Applications or you are a registered User or customer of the Services.

1. Eligibility

The Terms apply to all persons, including natural persons and legal persons, who visit our Websites and Applications and/or register as a User, access the Services whether they are visiting, browsing, installing, registering, accessing or downloading content or using the Services (“Users”). If the User is not a natural person but an entity, you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to the terms, and that you agree to the terms validly on the legal person’s or entity’s behalf. You must not be a competitor of GoodLuca nor use the Services for reasons that are in competition with GoodLuca or otherwise to replicate some or all of the Services for any reason. ‍You represent and warrant that you are the legal age of majority under applicable law to form a binding agreement with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not use, register or access the Websites and Applications and the Services. ‍By accessing and/or registering as User, using the Websites and Applications and/or the Services or by indicating your acceptance to the Terms in the manner required, you acknowledge that you have read, accepted, consented and agreed to these Terms. If you do not agree to these Terms, you shall not access the Websites and Applications or use the Services or register as a User.

2. Acceptance of Terms

GoodLuca provides Services (as defined below) to you through the website GoodLuca.com, and it’s subdomains. GoodLuca-owned sites and applications available through third parties (“Websites and Applications”) and access to and use of the Websites and Applications and the Services are provided to you subject to your acceptance of and compliance with the Terms. ‍In addition, when using the Services, you will be subject to any posted guidelines or rules applicable to such Services which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into these Terms. When you are signing to these Terms as an employee of an entity that has entered into a Software as a Service Agreement (the “SaaS Agreement”) with the Company, you are personally subject to the Terms provided that you understand that the terms of the SaaS agreement will be incorporated hereunder and as a consequence of any breach under these Terms by you or your employer may be considered a breach under the SaaS Agreement. The Terms are not amending the SaaS Agreement between your employer and the Company and in case of a conflict, the terms of the SaaS shall supersede the Terms as between the Company and your employer. Further, you understand that your access through your employer’s portal will be subject to the SaaS Agreement remaining in force. If any term of the terms expressly conflicts with any term of the SaaS Agreement, the conflicting term in the SaaS Agreement will prevail, but only with respect to Users to whom both Agreements apply. All other terms and conditions in the Terms will remain in force. ‍Certain features of the Services may also have their own specific terms and conditions that you agree to when you sign-up for that particular product, function or service (the “Special Terms”). Special Terms supplement the terms, but if any term of the Terms expressly conflicts with any of the Special Terms, the Special Terms will prevail, but only with respect to the applicable product, function or service. All other terms and conditions in both these Terms and the Special Terms will remain in force.

3. Modifications to Terms

Company reserves the right at its sole discretion to revise, update, amend and change these Terms from time to time without prior notice provided that a posting will be temporarily available on the Websites and Applications and your continued access or use of this Website and Applications and/or the Services after such changes indicates your acceptance of the Terms as modified. You agree to periodically review the Terms in order to be aware of any such modifications and your continued use of the Websites and Applications and/or Services shall be evidence of your acceptance of these. If you do not agree with the amendment to one or more of these Terms, do not access or use this Website or the Services. ‍The information and material on the Websites and Applications may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Websites and Applications is restricted to registered users or unavailable at any time for any period or is not updated.

4. Registration Obligations

To access certain areas of the Websites and Applications and to use the Services, you must first complete the registration process and create an account (“Account”) and select and register a unique username and password (collectively, “Credentials”). Your Account and Credentials are specific to you and may not be shared with any other person. You are solely responsible for maintaining the confidentiality of your Credentials and you will be held responsible for any harm caused by disclosing or resulting from any unauthorized use of your Credentials or of the Services, including any losses incurred due to usage of a lost or stolen or unauthorized access of your Account. You will not permit any other person to use your Account or Credentials, and you will immediately notify the Company if you know or suspect that your Account or Credentials have been used by any other person. ‍During the registration process, you will provide true, accurate, current and complete information about yourself as prompted by the onboarding form (such information being the “Registration Data”). You will also maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or complete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or complete, the Company has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof) by you. Individuals who do not meet the legal age of majority under applicable law are not authorized to register. You will also be required to create a password. We encourage you to use “strong” passwords, passwords using a combination of upper and lower case letters, numbers and symbols, to restrict access to your Account. You must notify GoodLuca immediately of any breach of security or unauthorized use of your Account. ‍Company may act upon any communication that is given through your Account or by using your Credentials. Company is not required to verify the actual identity or authority of a person using your Account or Credentials, but Company may in its discretion at any time require verification of the identity of a person seeking to access your Account and may deny access to and use of your Account if Company is not satisfied with the verification. If Company, in its discretion, considers your Account or Credentials to be unsecured or to have been used inappropriately, then Company may immediately cancel the Account or Credentials without any notice to you. ‍You may be required to change your Credentials from time to time. The Services are not available to any person whose access has been removed from the Services by GoodLuca unless this person is provided with specific written authorization to re-use the Services at the Company’s discretion.

5. Description of Services

Company is offering to persons who have Accounts access to a web based and native platform that provide designated and non-designated accounting professionals and members of the public with streamed self study series of videos, audio streams and podcasts available on the Websites and Applications (the “Services”). More specifically, the Services may include: access and the ability to view or listen to self study series of videos, audio streams and podcasts streamed over the Internet to certain connected computers, tablets, smartphones, or other related devices. The provision of the Services is subject to these Terms and the payment of the fee payable at the time of the subscription or renewal, as the case may be. We may, without prior notice, change the Services, or any part thereof, or stop providing the Services or features of the Services, to you or to Users generally. You agree that GoodLuca will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services. We have no obligation to retain any of your Account or User Content for any period of time beyond what may be required by applicable law. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability if, we suspect or have determined that you violate any provision of these terms, commit fraud or otherwise directly or indirectly abuse using the Services. ‍You acknowledge that GoodLuca may establish general practices and limits concerning use of the Services, including, without limitation, usage limits for the Services, the maximum period of time that data or other content will be retained by GoodLuca and the maximum storage space that will be allotted on GoodLuca servers on your behalf. You agree that GoodLuca has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Services. You acknowledge that GoodLuca reserves the right to terminate Accounts that are inactive for an extended period of time subject to compliance with applicable law. You further acknowledge that GoodLuca reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. ‍The owner of the Websites, platforms and content is based in Australia. You are responsible to verify whether each content is recognized and verifiable in the jurisdiction where you are located and exercise your professional activities. This Website is not intended for use in any jurisdiction except as expressly provided on the Websites and Applications. If you access the Websites and Applications and use the Services from outside these jurisdictions, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

6. Security and Privacy Policy

GoodLuca cares about the integrity and security of your personal information and continues to take proactive measures to protect such information. We cannot, however, guarantee that unauthorized third parties will never be able to compromise our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk. ‍Please review our privacy policy which contains important information about our practices in collecting, storing, using, disclosing information about identifiable individuals (“Personal Information”). Please note that your Personal Information that may be part of your Credentials, Registration Data and any other information that you provide to us through the Websites and Applications, as well as certain other information about you, is subject to Company’s Privacy Policy (accessible on our Company website). Your privacy is important to us. ‍For more information, please see our Privacy Policy for details. You acknowledge that by consenting to these Terms, you have read, understood and provided an informed consent to the terms of the Company’s Privacy Policy. You represent and warrant to us that you will not provide Personal Information that belongs to another individual but yourself without proper notices and disclosures, in which case you shall also obtain all applicable third parties consents and permissions and otherwise have all authority, in each case, as required by applicable laws, to enable us to make available the Services to you.

7. Site Monitoring and Enforcement, Suspension, and Termination

Subject to applicable law, we reserve the right at any time and from time to time, to interrupt, suspend, disable or terminate your account, any username password, or other identifier, whether chosen by you or provided by us, in our sole discretion in case of a violation of any provision of these Terms or of applicable law. ‍The provisions under these Terms that by their nature are intended to survive termination or expiration of these terms shall so survive the termination or expiration of either the Subscription or the Terms, as applicable, which include without limitations, sections No Reliance, Subscription, Intellectual Property, Warranties, Indemnity, Limitation of Liability, Governing Law, Arbitration and Choice of Jurisdiction.

8. No Reliance

You expressly acknowledge that the content on our Websites and Applications is not intended for professional advice or reliance. You must obtain and provide your own specific and professional advice with no reliance on the content available on the Websites and Applications. Without limitation to the foregoing, we make no representations, warranties, or guarantees, whether express or implied, concerning the accuracy, completeness or up to date nature of the information provided and does not accept any liability whatsoever arising from errors or omissions contained in the content made available. Your use of the Websites and Applications and/or of the Services is at your own risk and neither the Company nor its affiliates, partners, contractors, agents, licensors, licensees, suppliers and their respective officers, directors, employees, agents, partners, contractors and successors make any representations, nor guarantees, nor undertakings nor assume any responsibility for your use of the GoodLuca Content or of the Websites and Applications and/or the Services. ‍GoodLuca uses reasonable effort to ensure that the content available and applicable Services are eligible and verifiable in Australia. The content generally eligible in Australia, save for exceptions indicated on the Websites and Applications will be identified respectively with the acronyms CPD. To the extent it is reasonably practicable, when the GoodLuca Content qualifies for CPD hours, GoodLuca may add a logo or mark on the said content. Notwithstanding the mark CPD, you are responsible at all times to verify all exceptions that GoodLuca indicates regarding each episode, as some may be eligible in certain jurisdictions and not in other jurisdictions. Notwithstanding the foregoing, GoodLuca does not warrant that the regulatory bodies of each jurisdiction will confirm or maintain the eligibility of the content available on the Websites and Applications and through the Services, and the Users will remain responsible to confirm eligibility and for meeting their CPD requirements. The Users acknowledge that GoodLuca is not liable in any manner whatsoever regarding the CPD eligibility and you acknowledge that it is your responsibility to ensure any content is acceptable to your applicable governing body as CPD in Australia. We strongly recommend that you contact your applicable governing body if you have further questions.

9. User Generated Content

We value your visit to the Websites and Applications and welcome any questions, ideas, comments or feedback you might have about this Website, these Terms or any of the products or services offered by GoodLuca (“Feedback”). Please refer to the Contact section of this Website for phone and fax numbers and email addresses. ‍You agree that any Feedback will not be treated as confidential, and nothing in these Terms will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to you and without any obligation to you. You grant to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, a fully paid up, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, translate, distribute, publicly perform, publicly display, import, sell, offer for sale, make, have made, derive revenue or other remuneration from, and otherwise exploit and disclose to third parties the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. ‍Your access to the Websites and Applications and use of the Services provide GoodLuca with information and data relating to your activity, and GoodLuca Content that has been accessed, amount of time viewed, information regarding Users’ hardware and equipment and how Users interact with and use the Services (collectively, “Access and Services Data”). All Access and Service Data that is identifiable to a person will be treated in accordance with the Privacy Policy. You hereby grant to GoodLuca a world-wide, fully-paid, royalty-free, perpetual, unrestricted, transferable, sublicensable, right and licence to use Service Data for the purposes of creating anonymous data and records derived from or generated by Service Data (collectively, “Metadata”). GoodLuca exclusively owns all rights, including, but not limited to, Intellectual Property Rights, in and to all Metadata and GoodLuca is entitled to the unrestricted use and dissemination of all Metadata for any purpose in accordance with the terms of the Privacy Policy and applicable law.

10. Hyperlinks

Hyperlinks on the Websites and Applications are provided for your convenience only. These links do not imply an endorsement of any linked sites or an affiliation with their owners or operators. GoodLuca has no control over the content of any linked site. This content is the sole responsibility of the owner or operator of the linked site. You are responsible to review and may be required to consent to third parties’ terms and conditions prior to accessing linked sites.

11. Acceptable Use and Restrictions

In addition to complying with these Terms, you agree to use the Websites and Applications, the Services and GoodLuca Content on the Websites and Applications for lawful purposes only and in a manner consistent with these Terms as well as with local, state, national or international laws and regulations. Some jurisdictions may have restrictions on the use of the Internet by their residents. ‍You agree not to use or refer to the GoodLuca Content, or the Services or the Websites and Applications in any manner that: (i) infringes, violates or misappropriates the Intellectual Property Rights or any rights of the Company or any third party in the GoodLuca Content or any content referred through the Websites and Applications; or (ii) may be considered defamatory, discriminatory or otherwise malicious or harmful to the Company or any person or entity; or (iii) is in violation of any applicable laws; or (iv) that implies in any manner that your professional advice is related to or relying on the content accessed through the Websites and Applications including the GoodLuca Content; or (v) encourage or enable others to engage in any of the foregoing prohibited activities. ‍Without limitation to the generality of the foregoing and to the Proprietary Rights section, you agree not to engage in any of the following prohibited activities: (i) copying, inserting, distributing, or disclosing any part of the Websites and Applications and/or the Services and/or the GoodLuca Content in any medium or support, in any manner whatsoever including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” or “offline readers,” to access the Services in a manner that sends more request messages to the GoodLuca servers than a human can reasonably produce in the same period of time by using a conventional on-line web browsers; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Websites and Applications and/or the Services; (vii) collecting or harvesting any personally identifiable information from the Websites and Applications and/or the Services, except as expressly permitted by the features of the Services; (viii) using the GoodLuca Content or the Services for any commercial solicitation or professional purposes such as providing advice provided that the sole purpose allowed is the use of the Services for the purpose of obtaining professional training in a manner compliant with the terms of the Agreement, provided that no representation is made in regard of whether the regulatory body that has jurisdiction over your professional activities will consider the content as meeting their requirements from time to time; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, misrepresenting your credentials, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Services; (xi) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; or (xii) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein including the GoodLuca Content. You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. GoodLuca shall have no liability for your interactions with other Users, or for any User's action or inaction. GoodLuca shall have no obligation to you to enforce these terms against any other User.

12. Subscription

A. Subscription Fee: You can access trial Services for free or for a fee as applicable and available at the time of the initial subscription, either of which is referred to as a “Transaction”. Your access to the Services, or certain paid features of the Services, may start with a free trial, subject to you consenting to the Terms, during the period where GoodLuca provides this option in its sole discretion. The free trial period of your access to the Services may last as specified during sign-up and is intended to allow users who have never registered (“New Users”) to try the service. ‍Free trial eligibility is determined by GoodLuca in its sole discretion and we may limit eligibility or duration to prevent free trial abuse including, but not limited to, creating multiple accounts. We reserve the right to revoke the free trial and put your account on hold if we determine that you are not eligible for a free trial. We may use information such as device ID, method of payment or an account email address used with an existing or recent GoodLuca account to determine eligibility. For combinations with other offers, restrictions may apply. ‍The Services are offered on a limited or unlimited usage basis for a term of the subscription or until the end of the calendar year for offers whereby you get unlimited access to cover your CPD needs. Our pricing section on the Websites and Applications will indicate the current offers available at the time you subscribe. You have the responsibility to review and confirm from our pricing section posted on our Websites and Applications, which can be updated from time to time at GoodLuca’s discretion, provided that the pricing that will apply to your subscription will not be modified by previous or subsequent offers until renewal. Once you have opted for a package, you will be directed to a third-party payment processor site where your financial information may be required. Payment is made in full and in advance or based on the net terms of the invoice. Your subscription will be valid in the manner provided for in the package of your choice. ‍ Upon payment for the Services (the “Subscription Fee”), and subject to the Terms and the SaaS Agreement, when applicable, you will hereby be granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable license(s), and/or credits/hours to be consumed, to access and use the Services or certain features of the Services on a subscription basis in strict compliance with the Terms (the “Subscription”). B. Term and Renewal: The Subscription commences on the date on which the Subscription Fee has been invoiced or billed by GoodLuca and ends one month from the invoice date. The Terms will automatically renew within 24 hours on the day following the expiration of the period, each month, for a successive month (the “Renewal Term”) based on your previous subscription, subject to you notifying GoodLuca in writing your request to cancel the Services at any time prior to the Renewal Term or within 10 business days after the automatic renewal. ‍You acknowledge that GoodLuca may change the Subscription Fee from time to time and will communicate any changes by updating the pricing section on its Websites and Applications. If the Subscription Fee was modified since you registered, the changes to the Subscription Fee will take effect at renewal regarding your Account. It is your obligation to visit our Websites and Applications prior to the renewal date of the then current Term to review the revised pricing and terms of use. Depending on your mode of payment/third party processor, you may be provided with a notice and an invoice prior to renewal. The renewal notice will also advise of any increase in the Subscription Fee since last calendar year, as applicable. You acknowledge that if your payment mode does not require the issuance of an invoice, the payment of the updated Subscription Fee will be chargeable on the renewal date of the then current Term without prior notice, unless you advise GoodLuca in writing prior to the renewal date of your intent to terminate your subscription. You expressly authorize GoodLuca to instruct the payment processor of your choice to charge your Account and process payment on the first day of the Renewal term or anytime it is reasonably possible to proceed thereafter. Notwithstanding anything provided herein, you accept to renew at the new pricing by not cancelling, nor objecting to the increase and continuing to use your Subscription and Services after the renewal date. ‍You authorize GoodLuca to maintain your Account information in accordance with the Terms and the Privacy Policy. In the event that there is a default or an issue with the payment of the Subscription Fee at renewal, GoodLuca may, in its sole discretion, bill you for the Services and suspend your access to the Services until payment is received. From time-to-time GoodLuca may at its sole discretion issue a one-time discount code or coupon or other special rates instruments (“Special Rates”) to be applied in the time specified by GoodLuca at the time of issuance under the terms and conditions specified by GoodLuca (“Specific Terms and Conditions”). Such Special Rates are only valid between the dates and times specified in the Specific Terms and Conditions. The Special Rates will not apply to existing subscriptions. If no duration or expiration is specified, GoodLuca reserves the right to expire such Special Rates at its sole discretion. C. Billing Policies: Except for any free trial period and unpaid features of the Services, the Services are available to Users only on purchase. All prices are in local jurisdiction currency specified by GoodLuca, unless otherwise indicated on the generated invoice, and subject to local and federal sales tax, where applicable. Details are provided at the point of purchase. You will be informed of total charges and asked to confirm the transaction before it is charged to your Account. You are responsible for all fees and taxes incurred by the Transactions. ‍Any change to the fees for paid services shall become effective in the billing cycle following a notice of such change sent to you as provided for in these Terms. ‍We may also provide certain services via our third-party partners and you agree, that your use of such third party services is subject to the contractual terms presented by such third parties should you wish to use their services. You further agree that GoodLuca has no responsibility for such third-party services and your use of such services is entirely at your own risk. D. No Refunds: You may cancel your Account at the expiration of the current term by providing prior notice in writing to GoodLuca; however, given the nature of the Services, there are no refunds for cancellation. Accordingly, no refunds or credits of any sort will be provided to you. In the event that GoodLuca suspends or terminates your Account or these terms for your breach of these terms, or that the term expires prior to you obtaining all your professional development requirements or using up all the number of hours or credits, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any Subscription Fees for any portion of the Services, any User Content, GoodLuca Content or data associated with your Account, or for anything else. If you did not opt for a payment method whereby a third-party processor will automatically process renewal payment, please contact us directly via email. E. Payment, Interest, Dispute Payment: To the extent that the Services or any portion thereof is made available for any fee, you will be required to select a payment method and you will be redirected to a payment processor where you will be subject to the terms and condition and privacy policies of that payment processor and requested to provide consent and accurate information in the manner required. You acknowledge that GoodLuca is not the party storing your payment information nor verifying such information. The user is responsible to provide current, complete and accurate information for any billing related to their Account and to promptly notify the payment processor with updated information to allow for payments to be processed in due time. A copy of the invoice will be issued to GoodLuca and yourself by the third-party processor. Prior to or upon renewal, we will issue an invoice ahead of the expiration of the Term which shall be payable by the expiry date of the Term, except as otherwise expressly provided for therein. In both cases, the updated pricing in force at the time of renewal will apply. ‍You represent and warrant that you are authorized to use the payment instrument. You agree that GoodLuca will be authorized to instruct payment processors to process payment at renewal and except if you have opted out or cancelled in the manner provided herein. If at any time GoodLuca is required by a taxing authority to pay any taxes not previously collected from you, you will promptly submit such taxes, including applicable penalties and interest, if any, to GoodLuca upon written notice. ‍Late payments may bear interest at the rate of 1% above prime rate per month, which will accrue annually from the payment due date until paid in full. You will be responsible for all reasonable expenses, including legal fees, incurred by GoodLuca in collecting outstanding amounts. ‍If you dispute any charges you must inform GoodLuca within 30 days after the date that GoodLuca charges you. GoodLuca reserves the right to reject any payment instrument in its sole discretion. F. Additional considerations for access through Mobile App: You will have to independently enter into a separate agreement regarding the use of mobile applications whenever provided through third parties, in which case you are entirely responsible for obtaining access subject to them agreeing to the terms and conditions in place and compliance with such third parties’ terms and conditions. ‍Once the Mobile App is available to the Users with proper agreement in place with third-party providers, as applicable, then upon payment for the Subscription Fee, or the paid features of the Services or the Special Rates, as applicable, the User will be authorized to access such Services or paid features thereof via a mobile or tablet device as such software may be amended, updated or otherwise changed from time to time (“Mobile App”). To use the Mobile App you must have a mobile device that is compatible with the Services and properly subscribe to the terms applicable if the Mobile App is provided through a third-party. GoodLuca does not warrant that the Mobile App will be compatible with your mobile device. Once the Mobile App has been installed on your end and upon the payment for the Services, GoodLuca will hereby grant you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile App for one GoodLuca Account on any mobile device owned or leased solely by you, for your personal use. You acknowledge that GoodLuca may from time to time issue upgraded versions of the Mobile App, and may automatically electronically upgrade the version of the Mobile App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of these terms will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile App is covered by the applicable open source or third-party license, if any, authorizing use of such code. ‍In addition to the terms you are subject to through these Terms and the third-party agreements, you may not: (i) modify, disassemble, decompile or reverse engineer the Mobile App, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicence, distribute or otherwise transfer the Mobile App to any third party or use the Mobile App to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile App; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile App, features that prevent or restrict use or copying of any content accessible through the Mobile App, or features that enforce limitations on use of the Mobile App; or (v) delete the copyright and other proprietary rights notices on the Mobile App.Any attempt by you to transfer any of the rights, duties, or obligations hereunder, except as expressly provided for in these terms, is void. GoodLuca reserves all rights not expressly granted under these terms. In addition, the Mobile App may be subject to the import and export laws of other countries. You agree to comply with all Canadian and foreign laws related to use of the Mobile App and the Services.

13. Proprietary Rights

GoodLuca and related names, words, logos, product and service names, designs, images and slogans are trademarks or trade names of GoodLuca and its affiliates in Australia and other jurisdictions. ‍Nothing in these Terms or on this Website will be construed as granting or conferring, either expressly, by implication, by estoppel or otherwise, a licence or other right to use any such marks or names or any other intellectual property right of GoodLuca. The names of other companies, products and services referred to on the Websites and Applications may be trademarks or trade names of their respective owners. Any unauthorized use of the trademarks or trade names of GoodLuca or of third parties is strictly prohibited. ‍The Websites and Applications as well as the Services and all their entire content, features, and functionality, including without limitation all materials and content therein or transferred thereby, all information, software, code, data, displays, presentation, website layout, images, text, design, selection of arrangement, graphics, illustrations, logos, patents, trademarks, service marks, photographs, audios, videos, music, and User Content, are owned by GoodLuca, its licensors or other providers of such material and are protected in all forms by intellectual property laws including without limitation copyright, trademark, patent, trade secret, and any other proprietary rights whether or not registered related thereto (collectively “Intellectual Property Rights”), are the exclusive property of GoodLuca and its licensors (the “GoodLuca Content”). Except as explicitly provided herein, nothing in these terms shall be deemed to create a license or any right in or under, any such GoodLuca Content and GoodLuca’s or its licensor’s Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Services. Use of the GoodLuca Content used for any purpose not expressly permitted by these terms is strictly prohibited. ‍Title to the GoodLuca Content remains with GoodLuca or its licensors. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action. GoodLuca reserves the right for itself and third-party owners to take such steps as it deems necessary, including legal action, to enforce its rights under trademark and copyright law. ‍You may only use the Services and the content including without limitation, the GoodLuca Content available on the Websites and Applications for your personal and non-commercial use. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, in any form or medium whatsoever except a reasonable number of copies for personal use only may be printed keeping any proprietary notices thereon, which may only be used for non-commercial and lawful personal use and not for further reproduction, publication, or distribution of any kind on any medium whatsoever. Users are not permitted to modify copies of any materials from this Website nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site. You must not access or use for any commercial purposes any part of the Websites and Applications or any Services or GoodLuca Content available through the Websites and Applications. ‍If you print off, copy, or download any part of our Websites and Applications in breach of these Terms, your right to use the Websites and Applications and the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Website or to any content on the Website, and all rights not expressly granted are reserved by GoodLuca. ‍Any use of the Website and Applications or the Services or the GoodLuca Content not expressly permitted by these Terms is a breach of these Terms and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

14. Third Parties Links and Services

The Services may contain links to third-party websites, advertisers, services, or other events or activities that are not owned or controlled by GoodLuca (collectively, “Third Party(ies)”). GoodLuca does not endorse or assume any responsibility for any such Third-Party sites, information, materials, products, or services. If you access a Third-Party website from the Services or use a Third-Party service, you do so at your own risk, and you understand that these terms and the Privacy Policy do not apply to your use of such Third Party sites or services. You expressly release GoodLuca from all liability arising from your use of any Third-Party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that GoodLuca shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers. ‍Users may have to accept the terms of use applicable to the third-party content and/or software.

15. Electronic Communications

By registering as a User or consenting to the Terms, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing electronically. We may use your personal information to send email and other communications to you about our Services, offerings, news and opportunities. If you do not wish to receive such communications, you can “unsubscribe” using the link provided in the communications, or by contacting us at [email protected].

16. Indemnity

You will defend, indemnify and hold harmless GoodLuca and its affiliates, agents, licensors, and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses, including but not limited to attorney's fees, (collectively, “Losses”), whether such Losses arise prior to termination of these terms or subsequent thereto, arising from: (i) your use of and access to the Websites and Applications and/or the Services or the unauthorized use of your Account or Credentials; any data or content transmitted or received by you including without limitation User Content and Service Data; (ii) your violation of any term of these Terms, including without limitation your breach of any of the representations and warranties herein; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights of any party including without limitation in GoodLuca Content; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account; or (vi) any other party's access and use of the Services with your account or log-in information; or (vii) use of the GoodLuca Content or materials for any purpose not expressly permitted by the Terms. Notwithstanding the foregoing, GoodLuca retains the right to participate in the defense of and settlement negotiations relating to any third-party claim, complaint, demand, action, suit or proceeding with counsel of its own selection at its cost and expense, provided further that you should not settle any claim without GoodLuca’s prior written approval.

17. Exclusions

GOODLUCA DOES NOT GUARANTEE ANY RESULTS FROM BROWSING OR USING THE SERVICES OR ACCESSING THE WEBSITES AND APPLICATIONS. THE WEBSITES AND APPLICATIONS AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ACCESS TO THE WEBSITES AND APPLICATIONS AND/OR USE OF THE SERVICES IS AT YOUR OWN OPTION AND RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITATION TO THE FOREGOING, ANY CONTENT INCLUDING WITHOUT LIMITATION, INFORMATION, DOCUMENTS, COURSES OR MATERIAL THAT MAY BE POSTED ON, OR AVAILABLE THROUGH, THE WEBSITES AND APPLICATIONS AND/OR THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT INTENDED TO REPLACE OR BE A SUBSTITUTE FOR ANY PROFESSIONAL FINANCIAL, LEGAL, TAX, COMPLIANCE, OR OTHER ADVICE. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GoodLuca OR THROUGH THE WEBSITES AND APPLICATIONS AND/OR THE SERVICES WILL AMOUNT TO ADVICE NOR CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, GoodLuca, ITS AFFILIATES, AGENTS, LICENSORS OR SUCCESSORS AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, DIRECTORS, AGENTS, OFFICERS AND DIRECTORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT OR ERROR FREE; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES, FILES OR DATA AVAILABLE FOR DOWNLOADING ARE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE OR HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN OPTION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES. YOU ARE ENTIRELY AND SOLELY RESPONSIBLE FOR YOUR USE OF THE WEBSITES AND APPLICATIONS AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. ‍GOODLUCA DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE GOODLUCA SERVICES, WEBSITES AND APPLICATIONS OR ANY HYPERLINKED WEBSITE, AND GOODLUCA WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND A USER OR THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. ‍GOODLUCA IS NOT RESPONSIBLE IN ANY MANNER FOR DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OUR SERVICES, OR OF ANY SOFTWARE THAT MAY BE AVAILABLE FOR DOWNLOAD OR THE PURCHASE OR LICENSE OF ANY GOODS OR SERVICES RELATED TO THE SERVICES OR THE PAYMENT OF THE SERVICES. ‍ GOODLUCA DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY REGULATORY, PROFESSIONAL OR LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW AND OF YOUR PROFESSIONAL OBLIGATIONS.

18. Limitation of Liability

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL THE COMPANY NOR ITS AFFILIATES, AGENTS, LICENSORS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR PAYMENT OF, OR RELIANCE ON, THE WEBSITES AND APPLICATIONS AND/OR THE SERVICES OR IN CONNECTION WITH THE SERVICES, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY WEBSITE CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW. ‍GOODLUCA SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, TELECOMMUNICATIONS NETWORKS OR OTHER SYSTEMS OR NETWORKS OUTSIDE THE REASONABLE CONTROL OF GoodLuca.

19. Force Majeur

GoodLuca shall not be considered to be in default or breach of these Terms, and shall be excused from performance or liability for damages to any other party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of these Terms, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, pandemic, epidemic, sabotage, failure of suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond GoodLuca’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party.

20. Disputes/Arbitration/Choice of Forum

Your satisfaction with the Services is important to GoodLuca. If you have a complaint regarding the Services, or with respect to any provision of the Terms, you must first submit your complaint directly to GoodLuca at [email protected]. GoodLuca will review your complaint and seek to answer the complaint as soon as reasonably possible. ‍If your complaint is not resolved to your reasonable satisfaction within 30 days of making the complaint, you agree to resolve the complaint by final and binding arbitration to the extent mandatory arbitration is permitted by applicable law. The arbitration will be conducted in the province of Victoria, Australia, in accordance with the commercial arbitration laws and rules in Victoria, Australia. The complaint shall not be made the subject matter of an action in any court unless the complaint has first been submitted to arbitration and finally determined in arbitration. Any such action commenced thereafter shall only be for the purpose of enforcing the arbitration decision and the costs incidental to the action.

21. Injunctive Relief

The Parties agree that irreparable harm can occur in the event that the provisions of the Terms regarding the authorized use of the GoodLuca Content were otherwise breached for which money damages would not be an adequate remedy at law. It is accordingly agreed that we shall be entitled to an injunction or injunctions and other equitable relief to prevent such breaches of the Terms, in a court of competent jurisdiction without proof of actual damages (and without the requirement of posting a bond or other security) and the Receiving Party agrees not to plead sufficiency of damages as a defense in any such proceeding.

22. General

A. Geographic Restriction: The Services are controlled and operated by GoodLuca from within Australia. GoodLuca makes no representations that the Services or the materials available via the Services, are appropriate or available for use in other locations outside of Australia, as they apply. Those who choose to access the Services from other locations do so on their own initiative and are responsible for compliance of applicable local law. B. Governing Law: The Terms and any disputes shall be governed by the laws of the State of Victoria and the federal laws of Australia applicable therein regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. C. Assignment: The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by GoodLuca without restriction. Any intended assignment by you in violation of this section is null and void. The Terms inure to the benefit of parties permitted successors and assigns. D. Relationship of the Parties: Nothing in The Terms shall be construed as making either party the partner, joint venturer, employer, contractor or employee of the other. Neither party shall have, or hold itself out to any third party as having any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. E. Notification Procedures: GoodLuca may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by GoodLuca in its sole discretion. GoodLuca reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in these Terms. GoodLuca is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We recommend that you add [email protected] to your email address book to help ensure you receive email notifications from us. F. Entire Agreement: The Terms, together with the Privacy Policy and external documents referred thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. For certainty, this shall not apply to the SaaS agreements that remain in place between GoodLuca and third parties independently. G. Severability: If any provision of the Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of The Terms, which shall remain in full force and effect. H. No Waiver: No waiver of any term of the Terms shall be deemed a further or continuing waiver of such term or any other term, and GoodLuca's failure to assert any right or provision under the Terms shall not constitute a waiver of such right or provision.

Contacting Us

We value your visit to this Website and welcome any questions or comments you might have about this Website, these Terms, or any of the products or services offered by GoodLuca. Please refer to the Contact section of this Website for phone, email addresses and other ways to contact us.

• GoodLuca Pty Ltd
• Attn: Privacy Officer
• Level 2, 697 Collins Street
• Melbourne, Victoria, 3000
• [email protected]