Terms of Service

1. About the Platform

1.1. Welcome to http://www.CEMORA.com (the 'Platform'). The Platform is owned and operated by CEMORA (ABN 43 544 825 831) (‘CEMORA’).

1.2. The Platform provides a dashboard and tools to facilitate transactions between:

(a) customers who supply club registrations, memberships, services and merchandise (the ‘CUSTOMERS’); and

(b) customers for sports and fitness memberships, merchandise and associated services (the ‘PARTICIPANTS’). (the ‘Services’)

1.3. These terms of service (‘Terms’) govern your access to and use of the Platform. If you do not accept these Terms, you must not access the Platform.

1.4. CEMORA operates as a transaction platform to enable CUSTOMERS to sell & market products and services either by:

(a) embedding the CEMORA shopping cart on their own websites; or

(b) subscribing to the CEMORA Website template and hosting module.

CEMORA does not supply any of the products and services associated with the Services. The contracts for this supply are between CUSTOMERS and PARTICIPANTS, and CEMORA is not a party to such contracts.

1.5. These Terms create a binding contract between you and CEMORA. By accessing the dashboard, using or browsing the Platform, or using any of the Services, you agree that you have read, understood and agree to these Terms.

1.6. CEMORA reserves the right to review and change any of the Terms by updating this page at its sole discretion. When CEMORA updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.

1.7. For the purposes of these Terms, any reference to “CEMORA”, “we”, “our”, or “us” means CEMORA (ABN 43 544 825 831) and any reference to “you” or “your” means a user of our Platform.

2. Acceptance of the Terms

You may also accept the Terms by clicking on “accept” or agree to the Terms where this option is made available to you by CEMORA in the user interface. A contract comes into existence when CEMORA accepts your request for the Services which is governed by these Terms.

3. Restricted access

3.1. Access to certain areas of this Platform is restricted. CEMORA reserves the right to restrict access to areas of this Platform, or indeed this entire Platform, at the discretion of CEMORA.

3.2. If CEMORA provides you with a user ID and password to enable you to access restricted areas of this Platform or other content or services, you must ensure that the user ID and password are kept confidential.

3.3. CEMORA may disable your user ID and password at the sole discretion of CEMORA without notice or explanation.

4. Sales, Transactions and Refunds

4.1. In order to access the Services, CUSTOMERS may embed the CEMORA shopping cart on their own websites or subscribe to the CEMORA Website template and hosting module. PARTICIPANTS may transact via these embedded carts or hosted websites without needing a CEMORA account, or as a guest, where applicable.

4.2. CEMORA allows use of its Platform, embedded shopping cart, and/or Website template and hosting module, within these Terms, by CUSTOMERS to sell club registrations, memberships and merchandise to PARTICIPANTS.

4.3. A sports and fitness registration, membership, service, ticket and merchandise sale is referred to in this document as a transaction (‘Transaction’).

4.4. Once CEMORA facilitates the supply of a sports and fitness registration, membership, service, ticket and merchandise to you via an embedded shopping cart or hosted website, the CUSTOMER and its authorized representative, jointly and severally, will be solely responsible for any liability arising out of your purchase of sports and fitness registrations, memberships, services, tickets and merchandise, and any claim you have to honour an agreed refund policy or other valid claim must be made to the PARTICIPANTS directly as though you had paid the CUSTOMERS directly for that supply.

4.5. CEMORA, for the purpose of facilitating the process of a Transaction, functions only as a platform to provide the embedded shopping cart, Website template and hosting module, and transaction services to CUSTOMERS for the purpose of selling and purchasing sports and fitness registrations, memberships, services, tickets and merchandise. CEMORA shall not be held responsible for any claim or liability, whether direct or indirect, arising in any way out of the Transactions for sports and fitness registrations, memberships, services, tickets and merchandise.

4.6. Upon completion of the transaction, you agree to use the sports and fitness registration, membership, service, ticket and/or merchandise with the CUSTOMERS as stated. Any change must be discussed and agreed upon between the PARTICIPANT and the CUSTOMERS at a later date.

4.7. As part of transacting via an embedded shopping cart or hosted website, or where guest checkout is offered, you will be required to provide personal information about yourself (such as identification or contact details), including:

(a) name;

(b) email address;

(d) telephone number;

(e) date of birth; and

(f) other information as applicable to proceed with your transaction as required by CEMORA and/or the CUSTOMERS to access the Services. (‘PARTICIPANT Transaction Data’) If your PARTICIPANT Transaction Data changes, you must promptly update it with the PARTICIPANT where applicable.

4.8. You warrant that any information you give to CEMORA or the PARTICIPANTS in the course of a transaction will always be accurate, correct and up to date.

4.9. You must not impersonate, misrepresent your identity or imitate any person when transacting.

4.10. You may not use the Services and may not accept the Terms if: (a) you are not of legal age to form a binding contract with CEMORA; or (b) you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.

4.11. Children under age 16 may use the Services provided that a guardian of legal age transact on their behalf and agree that he/she will be liable for any breach of this Terms committed by the minor. As part of the transaction, CEMORA or the CUSTOMERS will collect minor’s information from the guardian.

4.12. If you are entering these Terms on behalf of a legal entity, you represent that you have the authority to bind the entity to these Terms.

4.13. You can transact as a guest via embedded carts or hosted websites. You will be required to provide personal information about yourself (such as identification or contact details), including:

(a) name;

(b) email address;

(d) telephone number;

(e) date of birth; and

(f) other information as applicable to proceed with your transaction as required by CEMORA and/or the CUSTOMERS to access the Services.

5. Your obligations as a user

5.1. As a user (whether PARTICIPANT or CUSTOMERS), you agree that:

(a) you will not share any account credentials with any other person;

(b) you will use the Services only for purposes that are permitted by:

(i) the Terms; and

(ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;

(c) you have the sole responsibility for protecting the confidentiality of any password and/or email address used. Use of your password by any other person may result in the immediate cancellation of the Services.

(d) any use of your data by any other person, or third parties, is strictly prohibited. You agree to immediately notify CEMORA of any unauthorised use of your password or email address or any breach of security of which you have become aware;

(e) you must not expressly or impliedly impersonate another person or use the account or password of another person at any time;

(f) any material that you broadcast, publish, upload, transmit, post or distribute on the Platform, (your ‘Content') will not infringe the intellectual property rights of any other third party and will always be accurate, correct and up to date;

(g) you warrant that you are the sole and exclusive owner of any Content you upload to the Platform or otherwise have all rights, licences, permissions, consents and releases and approvals necessary to use the Content and to grant CEMORA a licence to use the Content in accordance with these Terms;

(h) you will not harass, defame, impersonate, stalk, or threaten any other user of the Platform (where interaction with other CUSTOMERS or PARTICIPANTS is made available to you);

(i) access and use of the Platform is limited, non-transferable and allows for the sole use of the Platform by you for the purposes of CEMORA providing the Services;

(j) you will not use the Services or Platform in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of CEMORA;

(k) you will not use the Services or Platform for any illegal and/or unauthorised use which includes collecting email addresses of PARTICIPANTS by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Platform;

(l) you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Platform without notice and may result in termination of the Services. Appropriate legal action will be taken by CEMORA for any illegal or unauthorised use of the Platform; and

(m) you acknowledge and agree that any automated use of the Platform or its Services is prohibited.

5.2. We reserve the right in our sole discretion to deny anyone access to the Services.

5.3. If the use of your account or transaction breaches these Terms or shows signs of fraud, abuse or suspicious activity, CEMORA may cancel any transactions associated with your activity. In addition, we may:

(a) suspend your access; or

(b) report the activity to associated legal authorities.

6. Transactions

6.1. CEMORA grants CUSTOMERS the use of its embedded shopping cart and/or Website template and hosting module, subject to these Terms, to sell sports and fitness registrations, memberships, services, tickets and merchandise.

6.2. A Transaction is a contract between you as the CUSTOMER and PARTICIPANTS. You acknowledge that:

(a) CEMORA functions solely as a platform providing the embedded shopping cart, Website template and hosting module, and transaction processing for sports and fitness registrations, memberships, services, tickets and merchandise, and

(b) CEMORA shall not be held responsible for any claim or liability, whether direct or indirect, arising in any way out of any Transaction, including sports and fitness registrations, memberships, services, tickets and merchandise.

7. Goods and Services Tax

7.1. Unless otherwise expressly stated, all amounts stated to be payable under these Terms are exclusive of goods and services tax (GST). If GST is imposed on any supply of Services made under or in accordance with these Terms, then the GST payable must be paid to CEMORA as an additional amount by the CUSTOMERS or PARTICIPANT, provided CEMORA provides a tax invoice in respect of the taxable supply of Services.

7.2. If a party is entitled to be reimbursed or receive compensation for any of its costs, expenses or liabilities then the amount to be paid is to be reduced by the input tax credits to which that party is entitled to receive in relation to those amounts.

8. Marketing and Promotional Offers

8.1. CEMORA and its associated partners may, with your consent, send newsletters and other email materials for marketing and promotional offers ('Marketing and Promotional Offers').

8.2. When a user provides contact details during a transaction, there will be a tick box which is turned on by default giving CEMORA the permission to send Marketing and Promotional Offers to the user's email.

8.3. Users may choose to not receive such Marketing and Promotional Offers by unticking the box before completing the transaction. Alternatively, when a user decides to stop receiving such Marketing and Promotional Offers via email, they can simply opt out by clicking the "Unsubscribe" button on any marketing email from CEMORA and its associated partners.

9. Copyright and Intellectual Property

9.1. The intellectual property rights in or related to the platform or any of its documentation vest in CEMORA or CEMORA has the right to use the intellectual property rights.

9.2. The Platform, the Services and all of the related products and services of CEMORA are subject to copyright. The material on the Platform is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Platform (including but not limited to text, graphics, logos, button icons, video images, audio clips, Platform, code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by CEMORA or its contributors.

9.3. All trademarks, service marks and trade names are owned, registered and/or licensed by CEMORA, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a user to:

(a) use the Platform pursuant to the Terms;

(b) copy and store the Platform and the material contained in the Platform in your device's cache memory; and

9.4. CEMORA retains all rights, title and interest in and to the Platform and all related Services. Nothing you do on or in relation to the Platform will transfer any:

(a) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright; or

(b) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design; or

(c) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process) to you.

9.5. You may not, without the prior written permission of CEMORA and the permission of any other relevant rights owners broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third-party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Platform, which are freely available for re-use or are in the public domain.

9.6. CEMORA does not grant you any other rights whatsoever in relation to the Platform or the Services. All other rights are expressly reserved by CEMORA.

9.7. You must not conduct any manual, or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this Platform without express written consent from CEMORA.

10. User Content and Use of this Platform

10.1. In these Terms, “Your User Content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to this Platform, for whatever purpose.

10.2. You grant to CEMORA a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute Your User Content in any existing or future media. You also grant to CEMORA the right to sub-license these rights, and the right to bring an action for infringement of these rights.

10.3. Your User Content must not be illegal or unlawful, must not infringe any third party's legal rights, and must not be capable of giving rise to legal action whether against you or CEMORA or a third party (in each case under any applicable law).

10.4. You must not submit any user content to the Platform that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

10.5. CEMORA reserves the right to edit or remove any material submitted to this Platform, or stored on CEMORA servers, or hosted or published upon this Platform.

10.6. Notwithstanding CEMORA’s rights under these Terms in relation to user content, CEMORA does not undertake to monitor the submission of any content to, or the publication of such content on, this Platform.

10.7. You must not use this Platform to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any restricted or unlawful material or malicious computer software.

10.8. You must not use this Platform in any other way that is not in keeping with the intent of the Platform and the function it performs.

10.9. CEMORA reserves the right to ban permanently and/or notify the appropriate authorities of any person who uses, or attempts to use, the Platform or any of CEMORA’s services for illegal purposes, or who posts, or attempts to post, abusive, obscene, vulgar, offensive, defamatory, hateful, threatening or sexually orientated material.

11. No Warranties

11.1. This Platform is provided “as is” without any representations or warranties, express or implied. CEMORA makes no representations or warranties in relation to this Platform or the information and materials provided on this Platform.

11.2. Without prejudice to the generality of the foregoing paragraph, CEMORA does not warrant that:

(a) This Platform will be constantly available, or available at all; or

(b) The information on this Platform is complete, true, accurate or non-misleading.

11.3. Nothing on this Platform constitutes, or is meant to constitute, advice of any kind.

11.4. You acknowledge that you access this Platform and its materials at your own risk and you are responsible for compliance with the laws of your jurisdiction and these Terms.

11.5. While we have made every effort to ensure that the information on this Platform about our business and services is free from error, CEMORA does not warrant the accuracy, adequacy or completeness of that information.

11.6. All information is subject to change without notice. CEMORA recommends that you seek independent advice before acting upon any material contained on this Platform.

11.7. CEMORA does not guarantee that this Platform will be free from viruses, nor that access to this Platform will be uninterrupted.

11.8. CEMORA does not warrant the safety or accuracy of, and does not necessarily endorse the contents of, any third-party Platforms to which links have been provided on this Platform. If you do link to any third-party sites from this Platform, you agree and acknowledge that you are doing so at your own risk.

11.9. CEMORA excludes from these Terms all other warranties, conditions and terms implied by law except for any, the exclusion of which would contravene any law.

11.10. User represents and warrants that user:

(a) is legally permitted to use and access the Platform;

(b) takes full responsibility for the use of the Services;

(d) agrees that CEMORA does not control, verify, or endorse the data;

(e) is solely responsible for creating backups of data; and

(f) in relation to data, that user owns it or is licensed to use the intellectual property rights in it and that the use of the data will not result in the infringement of any of the proprietary rights of third parties.

11.11. User warrants that the data is not in contravention of any legislation or any advertising or marketing laws or any other third-party rights.

11.12. This clause survives the termination or expiry of these Terms for whatever reason.

12. Privacy

CEMORA takes your privacy seriously and any information provided through your use of the Platform and/or Services are subject to CEMORA's Privacy Policy, which is available on the Platform.

13. General Disclaimer

13.1. Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.

13.2. Subject to this clause, and to the extent permitted by law:

(a) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and

(b) CEMORA will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

13.3. Use of the Platform and the Services is at your own risk. Everything on the Platform and the Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of CEMORA make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of CEMORA) referred to on the Platform. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

(a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;

(b) the accuracy, suitability or currency of any information on the Platform, the Services, or any of its Services related products (including third party material and advertisements on the Platform);

(d) the Services or operation in respect to links which are provided for your convenience.

13.4. User shall not, at any time, be obliged to act on any information, suggestion, advice or guidance given by CEMORA as part of the Services, but if and to the extent that it does so, it shall do so at their own risk. User hereby unconditionally and irrevocably waives any rights of action it may have as against CEMORA in relation to any such information, suggestions, advice or guidance.

13.5. This clause survives the termination or expiry of this Agreement for whatever reason.

14. Third Party Links

The Platform may contain links and other pointers to other websites or applications operated by third parties. We do not control these linked websites and are not responsible for the contents of any linked website. The links are provided solely for your convenience and do not indicate, expressly or impliedly, any endorsement by us of the website or the products or services provided at those websites. Your access to any such advertisement or link is entirely at your own risk. You should contact the relevant third-party directly to enquire about that information prior to entering into a transaction in relation to the third-party products and services.

15. Limitation of Liability

15.1. CEMORA's total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.

15.2. You expressly understand and agree that CEMORA, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

16. Indemnity

16.1. You hereby indemnify CEMORA, its employees, servants and agents and each of them jointly and severally and undertake to keep them indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by CEMORA to a third party in settlement of a claim or dispute on the advice of CEMORA legal advisers) incurred or suffered by them arising out of:

(a) any breach by you of any provision of these Terms;

(b) your use of this Platform or any of its contents (whether or not provided by you);

(c) any actual or alleged breach by you of any law, legislation, regulation, by-law or code of conduct caused by or arising out of any activity listing posted on this Platform;

(d) any claims brought by or on behalf of any third party relating to any act or omission by you whatsoever; or (e) any material or any proposed material posted by you on this Platform.

16.2. Except as required by law, CEMORA will not be liable for any claim, loss or liability for personal injury, death or damage to user or its property however it may be caused.

16.3. CEMORA reserves the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by user, and in such case, user agree to cooperate with our defence of such claim.

16.4. In no event will CEMORA be liable to CUSTOMERS for any indirect, incidental or consequential damages including, without limitation, direct, indirect, special, punitive, or exemplary damages.

17. Dispute Resolution

17.1. PARTICIPANTS and CUSTOMERS are solely responsible for interactions and Disputes with each other.

17.2. CEMORA reserves the right, but has no obligation, to monitor Disputes between PARTICIPANTS and CUSTOMERS although may involve itself in such a Dispute for the purpose of improving the user experience of the Platform and Services.

17.3. If a Dispute arises out of or relates to the Terms as between CEMORA and user, either Party may not commence any tribunal or court proceedings in relation to the Dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

17.4. Compulsory: If a Dispute arises out of or relates to the Terms, either Party may not commence any Tribunal or Court proceedings in relation to the Dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

17.5. Notice: A Party to the Terms claiming a Dispute ('Dispute') has arisen under the Terms, must give written notice to the other Party detailing the nature of the Dispute, the desired outcome and the action required to settle the Dispute.

17.6. Resolution: On receipt of that notice ('Notice') by that other party, the parties to the Terms ('Parties', and each a ‘Party’) must:

(a) within 14 days of the Notice, endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;

(b) if for any reason whatsoever, 14 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Australian Mediation Association or his or her nominee;

(c) be equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation, and without limiting the foregoing, undertake to pay any amounts requested by the mediator as a precondition to the mediation commencing. The Parties must each pay their own costs associated with the mediation, and

The mediation will be held in Level 1, Building 4, Masthead Way, Sanctuary Cove, Queensland, 4212, Australia.

17.7. Confidential All communications concerning negotiations made by the Parties arising out of and in connection with this Dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.

17.8. Termination of Mediation: If two weeks have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation, and the mediator must do so.

18. Law and Jurisdiction

These Terms are governed by the laws of Queensland, Australia and the Parties submit to the exclusive jurisdiction of the Courts of Queensland, Australia and the Commonwealth of Australia and the courts of appeal from them.

19. Independent Legal Advice

Both Parties confirm and declare that the provisions of the Terms are fair and reasonable and both Parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.

20. Severance

If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed, and the rest of the Terms shall remain in force.

21. How to contact us

You can contact us:

(a) using our support page provided on our website, located at http://www.cemora.com

(b) by email, using the email address published on the Platform.