Terms of Service
Please print and keep a copy of this Agreement. If you do not agree to abide by the terms and conditions of this Agreement, please do not become a user of Clova. Use of the software constitutes acceptance of this agreement.
1. Ownership of the Information, Materials and Software
You expressly acknowledge and agree that the software contains information, text, software, photos, video, graphics, music, sounds and other material (called “Materials”) that are protected by copyrights, trademarks, trade secrets, patents or other proprietary rights (called “Intellectual Property Rights”), that these Intellectual Property Rights are valid and protected in all forms, media and technologies existing now or developed later, and that all right, title and interest in and to these Materials, including but not limited to all Intellectual Property Rights, belong solely and exclusively to the owners and creators of Clova.
2. Use of the Information and Materials of the Software
The licence granted herein is nonexclusive, personal to you and nontransferable.
2.1. Except as you may be expressly permitted by this Agreement, you may not use, modify, adapt, reformat, download, upload, post, reproduce, broadcast, publish, display, perform, transfer or redistribute any Materials in any form, format or media or by means of any technology without obtaining the prior written authorization of the owners and creators of Clova and any other owner of the Intellectual Property Rights in such Materials.
2.2. You may, on an occasional and irregular basis, include insubstantial portions of Materials from the website in memoranda, reports and presentations, and then only to the extent that such use constitutes “fair use” under applicable copyright and intellectual property law, provided that in each instance you include in all such memoranda, reports and presentations all copyright, trademark and other notices from the website and the information used, original source attribution, and the phrase “Used with permission from the owners and creators of Clova” except for such other Materials which have been incorporated into Clova by reference and as such require permission from the owners of such Materials.
2.3. If you reproduce Materials from the software, as permitted by this Agreement, you must preserve any copyright, trademark or other notices contained in or associated with them. This means, among other things, that if the specific Material you are reproducing does not contain the relevant notices that appear on the website, you must go to the place on the website where such notices appear and copy them into the Materials you are reproducing.
2.4. All copyrights and copyrightable materials which are a part of Clova including, without limitation, the Clova (TM) logos, designs, text, graphics, pictures, photos, files, software, applications, code, hidden text, databases and other files and the selection and arrangement thereof are COPYRIGHT © 2023 Sensortree Pty. Ltd ALL RIGHTS RESERVED.
2.5. Except as stated herein, none of the Materials may be copied, reproduced, distributed, republished, transferred, sold, used to create derivative works, performed, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written consent of Clova (TM) or the respective copyright owner. Software may not be reverse engineered unless specifically authorised by the owner of the software’s patent and/or copyright.
2.6. Clova Fitness Software, Clova.au, the Clova logo, service marks, trade dress, and/or registered trademarks of Sensortree Pty. Ltd, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Sensortree Pty. Ltd.
2.7. Permission is granted to display and download Contents of Clova for personal, non-commercial and informational use only; provided that you do not, without the permission of Clova (TM) or the respective copyright owner, alter the Contents to display the Contents without the Clova (TM) Copyright notice and these Intellectual Property Guidelines.
2.8. Any unauthorised use of intellectual property will terminate the user’s subscription and violate applicable law. All violations will be prosecuted and all infringing parties will be pursued to the full extent of the law. If you wish to request permission to reproduce Materials from the website for other than the specifically authorised educational purpose, or if you have any questions about the proper way to include such notices, contact the owners and creators of Clova.
3. This Agreement
This Agreement is the entire agreement between the owners and creators of Clova and you with respect to the software. Headings in this Agreement are for your convenience only and do not have any legal meaning or effect. If any part of this Agreement is invalid, the rest of this Agreement will remain in effect. If the owners and creators of Clova waive or fails to enforce any term or condition of this Agreement on any one or more occasions, whether by conduct or otherwise, its waiver or failure to enforce will not mean that it must waive or cannot enforce such term or condition on any other occasion, or any other term or condition of this Agreement. The meaning of this Agreement cannot be changed by your or Clova’s conduct, even if repeated, or by any custom or practice of others engaged in the same or similar businesses.
4. Prohibited Uses
You agree NOT to use the Clova software for any of the following purposes or activities:
4.1. The creation, transmission of or posting of any message, data, information, text, software, graphics, files, materials or other Content that is unlawful, libellous, defamatory, obscene, pornographic, indecent, harassing, threatening harmful, invasive of privacy or publicity rights;
4.2. Interference with or disruption to the software’s services or network, including, but not limited to, attempting to gain unauthorised access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means;
4.3. To transmit or upload any material that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful, destructive or deleterious programs;
4.4. In connection with any pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages;
4.5. To impersonate another or create a false identity or otherwise misrepresent an affiliation with a person or entity;
4.6. To cause harm to minors;
4.7. To infringe another’s patent, trademark, copyright, trade secret, or other intellectual property;
4.8. To violate another’s privacy;
4.9. To violate any applicable laws, statutes or regulations;
4.10. To stalk;
4.11. To violate any regulations of the U.S. Securities and Exchange Commission or any securities exchange including the New York Stock Exchange, American Stocking Exchange, or the NASDAQ;
4.12. To use any robot, spider, or other automatic device, or manual process to monitor or copy Clova content without Clova (TM)’s prior express written permission;
4.13. To post a link, address or other contact to any site which is for any of the above purposes; or
4.14. To defame another individual or entity.
4.15. To create, duplicate or transmit any pornography
5. Termination of this Agreement
The owners and creators of Clova may, in their sole and absolute discretion, and with or without notice, suspend or terminate your access to the software, or terminate this Agreement and thus your rights to use the software, for any conduct or use (whether by you or anyone else using your version of the software) that the owners and creators of Clova believe is a violation of this Agreement or for any other conduct or use that the owners and creators of Clova believes is harmful to other users or to the website or the interests of the owners and creators of Clova.
6. Disclaimer of Warranties
6.1. THE SOFTWARE AND ALL INFORMATION, MATERIALS AND WEBSITES ACCESSIBLE THROUGH THE SOFTWARE ARE PROVIDED ON AN “AS-IS,” “AS-AVAILABLE” BASIS. THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, REGARDING OR RELATING TO PRODUCTS, SOFTWARE OR WEBSITES FURNISHED TO SUBSCRIBERS UNDER THIS AGREEMENT OR IN CONNECTION WITH THE SOFTWARE. Clova AND Sensortree Pty. Ltd EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESSED AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE AND NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
6.2. You expressly agree that your use of the software is at your sole risk. The owners and creators of Clova do not warrant that the software will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from your use of the software, or as to the accuracy, reliability, completeness, or content of any information, website, software or merchandise that may be provided through the software. No statement, information or advice, including, but not limited to, statements regarding capacity, suitability for use or performance, whether made by the owners and creators of Clova, employees, reseller or other representative or otherwise, which is not contained in this agreement shall be deemed to be a warranty by the owners and creators of Clova for any purpose or give rise to any liability of Clova (TM) whatsoever, and you agree that you will not rely on any such statement, information or advice.
6.3. Where the owners and creators of Clova are a distributor, rather than a publisher, of Materials accessible through the software, the owners and creators of Clova exercise no more editorial control over such Materials than does a typical public library, bookstore or newsstand. The views and opinions expressed in such information do not necessarily reflect those of the owners and creators of Clova or its content providers or licensors. Neither the owners nor creators of Clova nor its content providers or licensors make any warranties or representations regarding the accuracy, adequacy, truthfulness, completeness, or usefulness of such information.
6.4. Clova reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of the software following the posting of any changes to this Agreement constitutes acceptance of those changes. Clova may also, in the future, offer new services and/or features in the software (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
7. Limitation of Liability
7.1. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL Clova OR Sensortree Pty. Ltd, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES THAT ARISE FROM LOSS OF ANTICIPATED REVENUE, LOSS OF INFORMATION OR MATERIAL OF ANY KIND, LOST PROFITS, LOSS OF BUSINESS AND INJURY TO PROPERTY, EVEN IF Clova HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT ARISE IN CONNECTION WITH OR RESULT FROM YOUR USE OF OR INABILITY TO USE THE SOFTWARE INCLUDING, BUT NOT LIMITED TO, YOUR RELIANCE ON ANY MATERIALS, CONTENT, INFORMATION, WEBSITES, SOFTWARE OR PRODUCTS OBTAINED IN THE SOFTWARE, OR MISTAKES, OMISSIONS, INTERRUPTIONS, COMMUNICATIONS FAILURE, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, OR THEFT, DESTRUCTION OR UNAUTHORISED ACCESS TO YOUR RECORDS, PROGRAMS, WEBSITES OR SOFTWARE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND IN SUCH STATES Clova’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
7.2. If, notwithstanding the foregoing, the owners and creators of Clova were to be held liable for damages, then regardless of the form of action (whether in contract, tort, breach of warranty or otherwise), in no event shall the maximum liability of the owners and creators of Clova and the parties described in the next sentence (Clova’s “Related Parties”) exceed, either jointly or severally, the aggregate dollar amount paid by you to the owners and creators of Clova in the twelve (12) months prior to the claimed injury or damage. All of the provisions of this section are also for the benefit of the owners and creators of Clova (TM)’s directors, officers, shareholders, employees, affiliates, agents, third-party content providers, licensors and the like, and anyone else involved in creating, producing or distributing the software, and each shall have the right to assert and enforce the provisions directly on their own behalf.
7.3 The resources on website’s that can be accessed with hypertext links from or using Clova are not maintained by Clova (TM), and Clova (TM) is not responsible for the availability or accuracy or such sites or resources, or the content, advertising, or products on or available from such sites or resources. Such sites may be governed by legal notices and privacy policies, which differ from those of this software.
8. Indemnification by You
You agree to defend, indemnify and hold harmless the owners and creators of Clova and its Related Parties from any claims and expenses, including reasonable attorney’s fees, related to any violation of this Agreement by your use of the software, or in connection with the placement or transmission by you of any material using the software except as expressly authorised in this Agreement.
9. Notices
The owners and creators of Clova may give notice to you by electronic mail. Notice by the owners and creators of Clova shall be effective on the date that the owners and creators of Clova make a good faith effort to reach you. You shall give notice to the owners and creators of Clova as stated below. Notice by you shall be effective on the date that the owners and creators of Clova actually receive the notice. hello@clova.au
Privacy Information
By using the software, you are agreeing that the owners and creators of Clova may collect, use, sell, licence and otherwise distribute demographic data about users in aggregated form (so that no user is personally identifiable) to assist in market evaluation and for other purposes as reasonably determined by the owners and creators of Clova.
11. Contact Information
For further information or support regarding this web site, you are encouraged to contact the owners at hello@clova.au
12. Payment and Renewal
12.1. Clova charges for its services by taking an application fee charged on each transaction to the studio when their client purchases a membership or credit pack that is paid for through the Clova platform, that is through any of our mobile apps or website. This fee is charged in addition to any payment processing fee.
12.2. Certain upgrades may be paid for with a monthly payment in addition to the application fee. By selecting an Upgrade you agree to pay Clova the monthly or annual subscription fees indicated for that service. Payments will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of that service for a monthly or annual subscription period as indicated.
12.3. Unless you notify Clova before the end of the applicable subscription period that you want to cancel an Upgrade, your Upgrade subscription will automatically renew and you authorise us to collect the then-applicable annual or monthly subscription fee for such Upgrade (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Upgrades can be cancelled at any time in the account page.
12.4. Clova will have no obligation to provide a refund of upgrade fees however Clova provides a 30 day refund policy on all annual subscriptions.
13. Clova User Terms
13.1. Unlimited polls, surveys and quizzes can be created in a user’s account. An unlimited number of responses may be made in any poll, survey or quiz but we reserve the right to block any users who we deem to be using an unfair amount of our server resources or who submit an excessive amount of votes in a short period of time.
13.2. Individual voter data that is older than 3 months will be automatically deleted from our database.
13.3. We reserve the right to delete any free account that has not been logged into for 6 months or longer.
13.4. All accounts allow unlimited creation of content, but all accounts are limited by the bandwidth they generate. If you intend to use our content on sites that have over 8 million unique visitors per month you must contact us about using one of our Enterprise accounts.
14. Miscellaneous
14.1. This Agreement is personal to you, and you may not assign, transfer or delegate your rights or obligations to anyone.
14.2. In the event that any provision of this Agreement is held to be invalid or unenforceable, pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.
14.3. You acknowledge that the owners and creators of Clova will be irreparably harmed by any breach of this Agreement by you or by your unauthorised use of the Materials or the website and, further, that monetary damages may not be a sufficient remedy for such harm. You agree that the owners and creators of Clova shall be entitled, without waiving any other rights or remedies and without further demonstration of irreparable harm or the inadequacy of monetary damages, to obtain injunctive or other equitable relief in the event of any breach of this Agreement by you or by your unauthorised use of the Materials or the software.
15. Memberships
15.1. Memberships are recurring subscriptions to real life services provided by your chosen studio and the provision of service is described in the membership plan available at checkout.
15.2. The class allowances specified for a given membership plan are a maximum allowable limit for the billing period of your membership, they do not rollover or accrue and are forfeited at the end of each membership billing period if not used before the next renewal.
15.3. Memberships can be cancelled at any time by a client of a studio. When a membership is cancelled by a client it will still be valid up until the next renewal date.
15.4. Memberships can be cancelled by a studio at any time. When a membership is cancelled by a studio it is up to the studio whether the membership will be cancelled immediately or at the end of the billing period before the next renewal date.
15.5. Memberships cannot be refunded after purchase.
16. Credit Packs
16.1. Credit packs are non-recurring studio credits that allow you to use up to the maximum allowance specified on the chosen pack until the expiry date.
16.2. Unused credits on a credit pack will be null and void if not used before the expiry date specified on the credit pack.
16.3. Credits cannot be refunded.
16.4. Studios are allowed to specify a period that credits will be taken if a booking is missed without being cancelled in a certain period before the time of the initial booking.
17. Trials
17.1. Trials are offered at the discretion of a studio and can be cancelled at any time.
18. Super Credits
18.1. Super credits are a mechanic that can be used by a studio to provision credits to users for any class at any time.
19. Transactional emails
19.1. Certain important email messages will be sent from Clova to users where required for operation of the platform.
19.2. Transaction emails include the new user registration and email verification emails, forgotten password recovery emails, emails regarding the processing of waitlists you have joined, emails regarding cancelled or changed classes, and emails regarding payments.
20. Refunds
20.1. When refunds are given at the discretion of a studio, the refunded product will immediately be made null and void and can no longer be used as a booking apparatus.