TERMS & CONDITIONS

Last updated on 2 May 2024

Welcome to Ecosa Sleep!

To make it easier for you to understand the terms on which we provide our services, we’ve tried to keep these terms of use (Terms) as simple as possible by using plain English.

When we talk about “Ecosa Sleep”, “Ecosa” “we,” “our,” or “us” in these Terms, we are referring to ECOSA GROUP PTY LTD ABN 68 604 828 766 which owns and operates the Ecosa Sleep app (App). When we talk about the “Services” in these Terms, we are referring to our mobile applications available on the Apple iOS Store and the Google Play Store, our website and any associated services we offer including the Ecosa Sleep app.

We’ve also used a few other capitalised words and phrases as shorthand to refer to recurring concepts. Each of these are defined in bold and in brackets after the concepts are first mentioned.

Please note that your subscription will continue to renew indefinitely, and you will continue to incur Fees, unless you notify us that you want to cancel by using the cancellation features through Apple or Google. Please ensure you use these cancellation features if you want to cancel your subscription.

By downloading the App, clicking “Continue with Apple", "Continue with Email" etc on the registration button, paying for your Subscription, or otherwise engaging with our Services, you agree to be bound by these Terms.

ECOSA SLEEP APP TERMS AND CONDITIONS

1. INTRODUCTION

1. These Terms set out the terms and conditions that apply when you use the Services.
2. By using the Services, ordering any goods or services through the Services, or otherwise engaging with the content on the Services, you represent and warrant that you:

1. are at least 18 years old, have the legal capacity to enter into a binding legal agreement with us and you agree to be bound by these Terms; or
2. are the parent or legal guardian of a person under the age of 18 who intends to use the Services, and you agree to be bound by these Terms on that person’s behalf.

3. Please have a careful read through these Terms before using the Services. If you don’t agree to these Terms, please don’t use the Services.
4. We may modify our Terms from time to time. If we do, we will post a note on this page or email you. If you continue to use the Services after we modify our Terms, you’ll be taken to have agreed to the Terms as modified.

2. ACCOUNT REGISTRATION

1. In order to use the Services, you will be required to sign up for an account (Account).
2. When you register for an Account, you must provide true, accurate and complete information as requested and keep this information up to date after registration.
3. You may register for an Account using your Facebook or other social media network account (Social Media Account). If you sign in to your Account using your Social Media Account, you authorise us to access certain information on your Social Media Account including but not limited to your current profile photo, name, email and other basic information.
4. You agree that you’re solely responsible for:

1. maintaining the confidentiality and security of your Account information and your password; and
2. any activities and those of any third party that occur through your Account, whether those activities have been authorised by you or not.

5. You also agree to let us know if you detect any unusual activity on your account as soon as you become aware of it.
6. We won’t be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your Account information or your password.

3. APP

1. Details of the Services are available through the App, and applicable Fees will be set out on the App or on the website.

4. FEES

1. FREE TRIAL

1. We may offer a no cost trial which will allow you to access some features of our Services for a period (Trial).
2. If at the end of the Trial, you do not make a payment then your Trial will end. If you wish to continue using our Services, you must make a payment as set out below.  

2. FEES

1. In order for you to access additional features (Paid Version), we may require the payment of fees (Fees). These Fees may be paid via the mobile application store or as otherwise notified by us to you, depending on our current prices and billing process.

3. SUBSCRIPTIONs

1. You will be given the option to purchase subscriptions via the App and website (Subscription). You can choose between monthly or annual Subscriptions as set out in the Services. The inclusions and Fees of your Subscription will be set out on the Services. We may offer different levels of subscription, including upgrades on the Services and these details will be set out on the Services. It is up to you to choose the Subscription option that is the best for you. By subscribing, you agree to our Terms of Use, acknowledge our Privacy Policy, and adhere to the End User License Agreement (https://www.apple.com/legal/internet-services/itunes/dev/stdeula/), which is requested for IOS version.
2. (Subscription Fees non-refundable) Our Subscription Fees are non-refundable.
3. (Changing your Subscription - Upgrading) If at any point you wish to change your Subscription status, including upgrading your Subscription please do so through the App. You must contact us before the end of your next billing period. Any required notice periods will be set out in the App and the Apple iOS Store and the Google Play Store. The new Subscription status will take effect upon the full payment of the new Fees. If you wish to downgrade your Subscription you will not receive a refund of your current Subscription but this Subscription will remain active until the end of that billing cycle. The new Subscription Fees will be charged at your next billing cycle.
4. (Automatic Renewal) If stated on our Services that your Subscription is automatically renewing, your Subscription will continue to renew on a monthly or annual basis indefinitely, and you must pay Fees in respect of each Subscription period, unless you notify us through the App before the expiry of the next Subscription period that you want to cancel your Subscription. Otherwise, we will continue to charge the Subscription Fees. Please ensure you contact us if you want to cancel your Subscription.

4. grace period

If you fail to cancel your Subscription prior to a renewal and you are charged recurring charges, you must contact Apple or Google to explain the situation and request a refund. Any grace period for Subscriptions will be as set out on the Apple iOS Store and the Google Play Store and any refunds will be up to either Apple or Google.

5. Apple Store & Google Play Purchases

1. You may also be given the option for in-app purchases via the Apple and Google stores. These purchases will be subject to additional terms and conditions from Apple or Google.

6. FAILURE TO PAY

1. If Fees for an Account are not paid when they are due, we may suspend or revoke your Account and require payment for you to continue accessing those Services.

7. PAYMENT METHODS

1. We may use third-party payment providers (Payment Providers) to collect Fees. Our current Payment Providers are through the Apple iOS Store and the Google Play Store. The processing of payments by the Payment Provider will be, in addition to these Terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment.

8. PROMOTIONS AND VOUCHERS

1. We may offer promotions or vouchers from time to time, for the Services. Details and conditions will be set out on the website or the App.
2. CHANGES TO FEES
3. We may from time to time change or waive the Fees at any time by updating this agreement, on written notice to you. We will provide you with at least 30 days' written notice if this occurs, and upon receipt of such notice you will have the right to terminate this agreement immediately, on written notice to us. Your continued use of the Services after you receive such written notice will constitute your consent to the change and/or waiver set out in that notice.

5. REFUNDS

1. Except as otherwise set out on the App or website, we generally don’t offer refunds for any of our subscriptions and any refunds we issue will be solely at our discretion. Please let us know if you have any issues with our Services that you think should entitle you to a refund and we’ll consider your situation.

6. ACCEPTABLE USE

1. We’ll need you to make a few promises about the way you’ll use the Services.
2. You agree:

1. not to copy, reproduce, translate, adapt, vary or modify the Services without our express consent;
2. not to use the Services in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
3. not to use the Service for the purpose of distributing unsolicited commercial content, junk mail, spam, bulk content or harassment;
4. not to attempt to breach the security of the Services or Ecosa Sleep’s system security, or otherwise interfere with the normal function of the Services, including by:

1. gaining unauthorised access to Accounts or data about other users of the Services;
2. scanning, probing or testing the Services for security vulnerabilities;
3. overload, flood, mailbomb, crash or submit a virus to the Services or Ecosa Sleep’s system; or
4. instigate or participate in a denial-of-service attack against the Services or Ecosa Sleep’s system; and

5. to ensure that your employees, sub-contractors and other agents who you have authorised to use or access the Services comply with the Terms.

7. YOUR OBLIGATIONS

1. You must not, and must not encourage or permit any third party to, without our prior written approval:

1. upload sensitive information or commercial secrets using the App;
2. upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the App;
3. use the App for any purpose other than for the purpose for which it was designed, including you must not use the Services in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes;
4. upload any material that is owned or copyrighted by a third party;
5. make copies of the App;
6. adapt, modify or tamper in any way with the App;
7. remove or alter any copyright, trade mark or other notice on or forming part of the App;
8. act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the App;
9. use the App in a way which infringes the Intellectual Property Rights of any third party;
10. create derivative works from or translate the App;
11. publish or otherwise communicate the App to the public, including by making it available online or sharing it with third parties;
12. integrate the App with third party data or app, or make additions or changes to the App, (including by incorporating APIs into the App) other than integrating in accordance with any instructions provided by us in writing;
13. intimidate, harass, impersonate, stalk, threaten, bully or endanger any other user or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the App;
14. sell, loan, transfer, sub-licence, hire or otherwise dispose of the App or to any third party;
15. decompile or reverse engineer the App or any part of it, or otherwise attempt to derive its source code;
16. share your Account or Account information, including log in details or passwords, with any other person and that any use of your Account by any person who is not the account holder is strictly prohibited. You must immediately notify us of any unauthorised use of your Account, password or email, or any other breach or potential breach of the App’s security;
17. use the Services for any purpose other than for the purpose for which it was designed, including you must not use the Services in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes);
18. make any automated use of the Services and you must not copy, reproduce, translate, adapt, vary or modify the Services without our express written consent; or
19. attempt to circumvent any technological protection mechanism or other security feature of the App.

2. If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on the App or our website.

8. YOUR CONTENT

1. TYPES OF CONTENT

1. As part of using the Services, you’ll be uploading images, content, information and materials you share with us, OpenAI or the public (including feedback, suggestions and enhancement requests), including by using the features of the App, sharing content via the App on social media or by contacting us, or when you register an Account (Posted Materials).

2. POSTED MATERIALS

1. By providing or posting any Posted Materials, you represent and warrant that:

1. you are authorised to provide the Posted Materials;
2. the Posted Materials are free from any harmful, discriminatory, defamatory or maliciously false implications and do not contain any offensive or explicit material;
3. the Posted Materials are not “passing off” of any product or service and does not constitute unfair competition;
4. the Posted Materials do not infringe any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement (Intellectual Property Rights);
5. the Posted Materials are accurate and true at the time they are provided;
6. any Posted Materials which are in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
7. the Posted Materials do not contain any viruses or other harmful code, or otherwise compromise the security or integrity of any network or system; and
8. the Posted Materials do not breach or infringe any applicable laws, regulations or orders.

3. POSTED MATERIALS – IP LICENCE

1. By uploading any Posted Materials, you grant to Ecosa Sleep (and its agents or service providers) a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in that Posted Material in order for Ecosa Sleep to use, exploit or otherwise enjoy the benefit of such Posted Material.

4. REMOVAL OF POSTED MATERIALS

1. We don’t have any obligations to screen Posted Materials in advance of them being posted and your compliance with these Terms is your responsibility. However, we may, if we choose, review and remove any Posted Materials at any time without giving any explanation or justification for removing the material and/or information.

9. OUR CONTENT

1. Unless we indicate otherwise, all materials used in the Services (including text, graphics, logos, icons, sound recordings and software) are subject to Intellectual Property Rights that are owned or licensed by us.
2. You can only access and use these materials for the sole purpose of enabling you to use the Services in accordance with the plan you are on, except to the extent permitted by law or where you have received prior written approval from us.

10. PRIVACY AND COLLECTION NOTICE

1. We collect personal information about you in the course of providing you with the Services, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy which can be found at https://hypnos.ecosa.com/docs/ecosa_privacy.html.
2. Our Privacy Policy contains more information about how we use, disclose and store your personal information and details how you can access and correct your personal information.
3. We may collect sensitive health information about you during the course of providing you with the Services including information related to your sleep habits. We only collect the information that you choose to provide us in engaging with the Services. Please do not input any information into the sleep coach, AI services or through the App or Services that you are not happy to disclose to us or disclose with OpenAI or Apple and Google health and tracking services.
4. By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.
5. By signing up to the App, you are agreeing that we may also use your personal information to send you marketing and promotional communications. This is also set out in our Privacy Policy.

11. THIRD PARTIES – SOFTWARE AND TERMS

1. THIRD PARTY CONTENT

1. The Services may contain text, images, data and other content provided by a third party including OpenAI (Third Party Content). We’re not responsible for any of this Third Party Content and we make no representation or warranty about the quality, suitability, accuracy, reliability, currency or completeness of any Third Party Content.

2. THIRD PARTY LINKS

1. The Services may also contain links to websites operated by third parties (Third Party Links). Third Party Links are provided for convenience and may not remain current or be maintained. We do not endorse and are not responsible for Third Party Links and have no control over or rights in linked websites.

3. THIRD PARTY PROVIDERS

1. We may use third party providers to provide you with some of the Services, such as the sleep coach and AI services on the App. Whilst we try our best to ensure any third parties provide acceptable services to industry standard, third parties, are not under the control of Ecosa Sleep and we cannot guarantee nor endorse any information that third party providers give to you in the Services.

4. THIRD PARTY TERMS

1. If we are required to acquire goods or services supplied by a third party, you may be subject to the terms and conditions of that third party (‘Third Party Terms’). This includes OpenAI and any integrations we use or you authorise as part of receiving the Services, including Apple Health and any tracking or other services.
2. Provided that to the extent reasonably possible, we have notified you of such Third Party Terms and provided you with a copy of those terms, you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we acquire as part of providing the Services to you and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
3. You have the right to reject any Third Party Terms. If you reject the Third Party Terms, we cannot provide the Services to you and clause 17 will apply.
4. Some of the Third Party Terms (including Third Party software integrations) that we use are available here:

1. OpenAI’s general terms of use are available here and https://openai.com/policies/data-processing-addendum
2. FireBase: https://policies.google.com/privacy#infocollect
3. Braze: https://www.braze.com/company/legal
4. ElevenLabs: https://elevenlabs.io/privacy
5. Google: https://firebase.google.com/docs/auth/ios/google-signin
6. Facebook: https://developers.facebook.com/docs/facebook-login/ios?en
7. Apple: https://developer.apple.com/documentation/authenticationservices

5. THIRD PARTY SOFTWARE INTEGRATIONS

1. You acknowledge and agree that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. We cannot guarantee that integration processes between the App and other software programs will be free from errors, defects or delay.
2. You agree that we will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the App if you integrate it with third party software, or change or augment the App, including by making additions or changes to the App code, and including by incorporating APIs into the App.
3. If you add third party software or software code to the App, integrate the App with third party software, or make any other changes to the App, including the App code (User App Changes), then:

1. you acknowledge and agree that User App Changes can have adverse effects on the Services, including the App;
2. you will indemnify us in relation to any loss or damage that arises in connection with the User App Changes;
3. we will not be liable for any failure in the Services, to the extent such failure is caused or contributed to by a User App Change;
4. we may require you to change or remove User App Changes, at our discretion, and if we do so, you must act promptly;
5. we may suspend your access to the Services until you have changed or removed User App Change; and/or
6. we may change or remove any User App Change, in our absolute discretion. We will not be liable for loss of data or any other loss or damage you may suffer in relation to our amendment to, or removal of, any User App Change.

12. NOTICE REGARDING APPLE

1. If you are accessing the Services from the Apple, Inc. (Apple) iOS Store, you acknowledge and agree:

1. these Terms are between you and Ecosa Sleep and not with Apple. Apple is not responsible for the Services or any content available on the Services;
2. Apple has no obligation whatsoever to furnish any maintenance and support services for the Services;
3. in the event of any failure of Ecosa Sleep to conform to any applicable warranty, you may notify Apple, and Apple will refund the price for the Services. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs of expenses attributable to any failure to conform to any warranty will be Ecosa Sleep’s responsibility;
4. Apple is not responsible for addressing any claims by you or any third party relating to the Services, including, but not limited to:

1. product liability claims;
2. any claim that the Services fails to conform to any applicable legal or regulatory requirement; and
3. claims arising under consumer protection, privacy, or similar legislation;

5. in the event of any third party claim that the Services or your use of the Services infringes any third party’s intellectual property rights, Apple will not be responsible for the investigation, defence, settlement and discharge of any such claim;
6. that you represent and warrant that:

1. you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting’” country; and
2. you are not listed on any U.S. Government list of prohibited or restricted parties;

7. you must comply with applicable third party terms of agreement when using the Services; and
8. Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary.

13. OPERATION OF THE APP DEPENDENT ON THIRD PARTIES

1. You acknowledge that the Services are dependent on software and hardware developed by third party providers such as Apple and Google. If following an update by such third party provider, the Services can no longer function as they did prior to the update, we will not (to the maximum extent permitted by law) be liable to you for any loss or damage you might suffer as a result.

14. THIRD PARTY PLATFORM

1. Our website, the App and the Services are powered by third party platforms and the terms and conditions of that third party may apply to your use of the Services to the extent applicable to you.
2. To the maximum extent permitted under applicable law and our agreement with any third party platform providers, we will not be liable for any acts or omissions of that third party, including in relation to any fault or error of the website or the App or any issues experienced in placing orders.

15. SECURITY

1. We do not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information (including Posted Materials), your computer systems, mobile phones or other electronic devices arising in connection with use of the Services. You should take your own precautions to ensure that the process which you employ for accessing the Services does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

16. LIABILITY

1. To the maximum extent permitted by law and subject to clause 16(b), the total liability of each party in respect of loss or damage sustained by the other party in connection with these Terms or the Services is limited to the total Fees paid to us by you in the 6 months preceding the date of the event giving rise to the relevant liability].
2. Clause 16(a) does not apply to your liability in respect of loss or damage sustained by us arising from your breach of:

1. clause 7; or
2. clause 8.2.

3. (Consequential Loss) To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with these Terms or any goods or services provided by us, except:

1. in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or
2. to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

4. (Exclusion) All express or implied representations and warranties given by us are, to the maximum extent permitted by applicable law, excluded.
5. (Consumer Law) Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services we provide.
6. (Service Limitations) While we will use our best endeavours to ensure the Services is working for its intended purpose, you acknowledge and agree that from time to time, you may encounter the following issues:

1. the Services may have errors or defects;
2. the Services may not be accessible at times;
3. messages sent through the Services may not be delivered promptly, or delivered at all;
4. information you receive or supply through the Services may not be secure or confidential; or
5. any information provided through the Services may not be accurate or true.

17. CANCELLATION

1. cancellation at any time

You may cancel your Subscription at any time using the features in the App and through the Google and Apple stores. You may also choose to remove the App from your device at any time. .

2. cancellation for breach

1. Either party may cancel your Subscription immediately by written notice if there has been a Breach of these Terms.
2. A “Breach” of these Terms means:

1. a party (Notifying Party) considers the other party is in breach of these Terms and notifies the other party;
2. the other party is given 10 Business Days to rectify the breach; and
3. the breach has not been rectified within 10 Business Days or another period agreed between the parties in writing.

3. EFFECT OF TERMINATION

Upon termination of this agreement:

3. you will no longer have access to the App, your Account or your data and we will have no responsibility to store or otherwise retain any data (and you release us in respect of any loss or damage which may arise out of us not retaining any data beyond that point);
4. unless agreed in writing, any Subscription Fees that would otherwise have been payable after termination for the remainder of the relevant Renewal Period will remain payable and, to the maximum extent permitted by law, no Subscription Fees already paid will be refundable; and
5. each party must comply with all obligations that are by their nature intended to survive the end of this agreement, including without limitation clauses 7 and 16.

4. SURVIVAL

1. Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry.

18. GENERAL

1. GOVERNING LAW AND JURISDICTION

1. This agreement is governed by the law applying in Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with these terms. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

2. WAIVER

1. No party to these terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

3. SEVERANCE

1. Any term of these terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these terms is not limited or otherwise affected.

4. JOINT AND SEVERAL LIABILITY

1. An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

5. ASSIGNMENT

1. A party cannot assign, novate or otherwise transfer any of its rights or obligations under these terms without the prior written consent of the other party.

6. COSTS

1. Except as otherwise provided in these terms, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing these terms.

7. ENTIRE AGREEMENT

1. This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these terms.

8. INTERPRETATION

1. (singular and plural) words in the singular includes the plural (and vice versa);
2. (currency) a reference to $, or “dollar”, is to Australian currency;
3. (gender) words indicating a gender includes the corresponding words of any other gender;
4. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
5. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
6. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
7. (these terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these terms, and a reference to these terms includes all schedules, exhibits, attachments and annexures to it;
8. (document) a reference to a document (including these terms) is to that document as varied, novated, ratified or replaced from time to time;
9. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
10. (includes) the word “includes” and similar words in any form is not a word of limitation; and
11. (adverse interpretation) no provision of these terms will be interpreted adversely to a party because that party was responsible for the preparation of these terms or that provision.

19. NOTICES

1. A notice or other communication to a party under this agreement must be:

1. in writing and in English; and
2. delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.

2. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:

1. 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
2. when replied to by the other party,

whichever is earlier.