“Motherhood” is an online platform owned and operated by Motherhood Pty Ltd (ACN 608 190 674) trading as Motherhood (“Motherhood”, “us”, “our” or “we”) that connects people who need temporary short-term assistance with looking after a baby or a child with people who are available to provide such assistance (the “Service”). The Service is provided via both our proprietary smartphone application (“App”) and our website at www.motherhoodapp.com (“Website”).
All persons that use or wish to use the Service (hereinafter referred to as a “User”, “you” or “your”) must register an account with us (“Account”) and must accept and comply with these terms and conditions which govern the use of the Service (“User Terms”).
By registering an Account or using the Service, all Users are deemed to have read, understood and agreed to be bound by these User Terms.
1. DEFINITIONS & INTERPRETATION
1.1 In these terms, unless the context otherwise requires or permits:
“Children” means persons under the age of 18 years old, including a baby, and “Child” shall have the corresponding singular meaning;
“Content” means any material, including videos, cinematograph films, broadcasts, sound recordings, streamed content, images, photographs, artistic works, reviews, statements, opinions, views, advice, ratings, discussions, comments, messages, data, information and any and all other kinds of content in any form whatsoever;
“Booking” means a booking made by a Parent, via the Platform, to engage the services of a Minder to provide temporary services of babysitting and/or child-minding in respect of the Parent’s Child(ren);
“Booking Fee” means the fee payable by the relevant Parent to a Minder in respect of a Booking as calculated pursuant to the Payment Terms;
“Force Majeure Event” means strikes, lock-outs, or other labour disputes, riots, civil or political disturbance, actions or inaction of governmental authorities or suppliers, epidemics, wars, embargoes (including any other similar sanction), storms, floods, fires, earthquakes, acts of God (including natural disasters), terrorism or any associated activities, computer downtime, nuclear disasters, changes to laws, default or failure of a utilities supplier or common carrier or communications or data network or any other circumstances that are outside the immediate control of Motherhood;
“Intellectual Property Rights” means all present and future rights subsisting as patents, designs, trademarks and trade names (whether registered or unregistered), copyright and related rights, database rights, knowhow and confidential information and any all other intellectual property rights and similar or equivalent rights anywhere in the world however described which currently exist or are recognised in the future and all extensions and renewals in relation to any such rights;
“Minder” means a User who provides the services of babysitting and/or child-minding for the purposes of looking after one or more Children pursuant to a Booking;
“Our Content” means all Content made available via the Service, whether directly or indirectly, excluding Your Content;
“Our Policies” means the policies (if any) issued by Motherhood from time to time that can be found on or via the App or Website which contain various additional rules regarding the use of the Service generally;
“Parent” means a User who is a parent of one or more Children and who requires assistance with or the services of a babysitter and/or child-minder for the purposes of temporarily caring for one or more of such Children;
“Payment” means any payment to be made by a User in relation to the use of the Service or in relation to a Booking as required under these User Terms, including the payment of any Booking Fees and Service
“Payment Terms” means any fee schedule, pricing table or service rates available on or via the App or Website, as updated from time to time, which sets out the Payments (and how Payments are calculated) that are payable at the time a Booking is made;
“Personal Information” means information, statement or communication about an identified individual or an individual who is identifiable from such information, statement or communication;
“Platform” means the service provided by Motherhood via the App and/or Website;
updated from time to time;
“Service” means the Service as defined above, including by providing Users with the ability to use the Platform;
“Service Fee” means the service fee payable by the relevant Parent to Motherhood for the use of the Service as calculated pursuant to the Payment Terms;
“Usage Information” means any information or data relating to the use of the Service by you, including meta-data or other usage data;
“User Content” means any Content provided by a User, whether directly or indirectly, through or in connection with a User’s use of and/or participation in the Platform or in communications with us; and
“Venue” means the place, location or environment agreed pursuant to a Booking at which the Child(ren) is/are required to be minded by the Minder.
1.2 In these User Terms, unless the context otherwise requires or permits:
(a) a reference to a word in its singular form shall be taken to include its plural form, and vice versa;
(b) the words “include”, “including” and “includes” are not words of limitation;
(c) a reference to “law” or “laws” shall be taken to be a reference to those laws and regulations which are applicable in New South Wales, Australia from time to time;
(d) a reference to a party or person in these User Terms includes a reference to any agent of such party or person; and
1.3 For the avoidance of doubt, certain provisions in these User Terms may only apply to you when you are a Minder or when you are a Parent as the Service does not prevent Users from occupying different roles under different Bookings, and it is your responsibility to determine which provisions in these User Terms may be applicable to you in respect of a Booking.
1.6 We may from time to time, and in our sole discretion, modify, vary, amend, revise or change these User Terms and we will endeavour to notify you using any means we deem appropriate of such revisions or changes. However, any revisions or changes will come into effect once posted (or on a specified date if we indicate otherwise) on or made available via the Website or App. Users are encouraged to check the Website or App regularly regarding revisions or changes to these User Terms. By continuing to use the
Service after a revision or change is posted (or the passing of any specified date), you are deemed to have accepted the revised or changed User Terms.
2. NATURE OF THE SERVICE
2.1 The Service is an online service provided by Motherhood to allow Minders to make themselves available for Bookings and for Parents to find Minders who are available to accept Bookings via the Platform.
2.2 Motherhood does not provide babysitting or child-minding services itself, nor do we employ Minders (or anyone else) to provide such services or arrange for the provision of such services or otherwise provide any services where we (including our officers, employees and agents) have face-to-face contact with Children. For the avoidance of doubt, the Service is not an employment, job placement or labour agency, and the Service is not intended to be used for persons seeking permanent employment or long-term engagements.
2.3 Motherhood is not affiliated or connected with any User, including any Minders or Parents, and we are neither an agent for a Minder or a Parent in relation to actual or prospective Bookings, nor is any Minder or Parent an agent for Motherhood in their dealings with each other via the Platform.
2.4 The Service is only available to be used by Users who comply with these User Terms and such ongoing use is conditional on such compliance. The mere fact that a User is using the Service does not in any way mean or can be interpreted to mean any of the following:
(a) that we endorse or recommend that User;
(b) that the User is affiliated or associated with us in any capacity (other than as a User of the Service);
(c) that we have reviewed, verified or approved the credentials, identity, background details, skills, expertise or experience of that User;
(d) that we believe the User is in all circumstances an appropriate person with whom you should be dealing or entering into a Booking;
(e) that we are aware of and/or have reviewed or approved any User Content provided by or regarding that User, including the
accuracy, reliability, validity or completeness of that User Content;
(f) that we have control or influence over the conduct of Users in respect of Bookings;
(g) that we have undertaken any regulatory checks in relation to any User or otherwise satisfied ourselves that the User complies with any regulatory requirements;
(h) that we have assessed any User as to their suitability as a User of the Service; or
(i) that have provided any training or equipment to Users in respect of any Bookings and/or that we will supervise or monitor any Bookings.
2.5 We may add, remove or change the Service, including its features, its functions and Our Content, from time to time, at our absolute discretion without notice to you, as a result of any number of reasons, including:
(a) developments, modifications or upgrades to the Service;
(b) repairs and maintenance in respect of the Service;
(c) timing, location or any other technical factors, including features or functions released for testing and experimentation;
(d) promotional or marketing purposes;
(e) general issues of accessibility or availability; or
(f) commercial or legal reasons (including compliance with any court orders or to assist with law enforcement),
and we do not have to disclose those reasons to you.
3. NATURE OF BOOKINGS
3.1 These User Terms relate to the use of the Service and do not provide for the terms or conditions of any Booking, other than the Payment Terms and a condition that the applicable Parent and Minder who enter into a Booking agree to abide by the applicable terms of these User Terms in relation to such Booking.
3.2 Motherhood does warrant or guarantee that your use of the Service will result in a User being able to enter into a Booking (whether as a Parent or Minder). Further, other than as described in clause 3.1 above, we will not interfere with, dictate, recommend or provide advice on what the terms or details of a Booking should be (other than by proscribing the kinds of activities that may be undertaken via the Service), including the duration of the Booking and/or any special requirements pertaining to a specific Booking (for example, transport or dietary matters), as those matters are for the relevant Users to agree with each other in the context of a Booking or a proposed Booking.
3.3 If you enter into a Booking with another User, then subject to any other matters provided by law, that Booking will only be a private arrangement between you and that other User; we will not be a party to that Booking as our role is limited to providing the Service to allow you and the User to connect with each other to make a Booking.
3.4 You are strongly encouraged, and it is entirely your responsibility, to:
(a) satisfy and/or assess for yourself as to the suitability and appropriateness of any other User with whom you enter into a Booking or are considering entering into a Booking, including the credentials, identity, background details, skills or expertise of that User;
(b) satisfy and/or assess for yourself the suitability and appropriateness of any Booking that you are considering entering into and the terms and details of the Booking, including the location of the Venue, the safety or characteristics of the Venue or any health, medical or dietary requirements or other special needs of the Child(ren);
(c) satisfy yourself that the entry into any Booking and the performance of your duties under the Booking is not unlawful and/or may otherwise infringe the lawful rights of a third party, including any Children;
(d) satisfy yourself that the permission, consent or approval of any parent or legal Parent of a Child has been obtained prior to the entry into any Booking;
(e) satisfy yourself that any special requirements that you may have are properly communicated to the other User, including requirements as to the supervision, safety, transport, health, medical, dietary requirements or other matters regarding a Child;
(f) satisfy yourself of the matters in clause 4 below in regards to the laws governing working with children or child-related work and how they apply to you, a User or any Booking; and
(g) take legal, financial or other professional advice in regards to any matters relating to a Booking, including any of the matters in subparagraphs (a) to (f) above.
3.5 In addition to the matters in clause 3.4 above, Users are strongly encouraged to communicate frankly, honestly, respectfully and in good faith with one another in regards to any Booking or proposed Booking.
3.6 To further the purpose of the Service and to promote transparency, certainty and fairness between Users, we strongly encourage and require the following details to be exchanged by Users in relation to any proposed Booking:
(a) the duration of the Booking, including the date and time of when the Booking is to start and finish;;
(b) the specific Venue(s) at which the Booking is to be undertaken;
(c) up-to-date contact details in case any issues arise during a Booking, including emergency contact details;;
(d) the relationship of the Parent and the Children in respect of a Booking;; and
(e) any of the matters in clause 3.4 above that are of concern or may reasonably be expected to be of concern.
3.7 Because we are not a party to any Booking and because we cannot control or supervise the behaviour of Users in relation to a Booking, and you must resolve any issues, disputes or concerns about a User or a Booking directly with that relevant User.
4. WORKING WITH CHILDREN
4.1 Users should understand that various laws and regulations in Australia (which may vary between States and Territories) govern and limit the ability of persons (and their employers) from working with children or being involved in child-related work. Many of those laws require certain persons who intend to work with children or are otherwise involved in child-related work to undergo certain identity, background and criminal checks that are commonly referred to as a ‘Working With Children Check’ (“WWCC”). In many cases, a WWCC is required (both in respect of a Minder and other individuals who may be present at the Venue) regardless of whether the work done is for a reward or is voluntary, however, there are exceptions to the WWCC requirements in each State and Territory which may or may not be applicable in any individual case. Further, it should be noted that WWCC certification may only be valid for a certain number of years (depends on the applicable State law) before it must be obtained again. For more information about the applicable laws and how they apply to you and your situation, you should seek appropriate legal and professional advice.
4.2 Due to the nature of the Service and because Motherhood does not provide babysitting or child-minding services or employ persons to provide such services (see clauses 2.1 to 2.4 above), we will not (nor are we under an obligation to) screen, check or verify whether a Minder, including a proposed Minder, is required by law to obtain a WWCC, has obtained a WWCC or is cleared to work with children and or be involved in child-related work, that any WWCC he or she may have obtained is still valid and/or whether there is any other law or legal impediment (such as a court order) preventing that User from working with children or being involved in child-related work. Users, and particularly Parents, must satisfy and assess for themselves whether they require a Minder to hold a valid WWCC certification (or other similar certification), whether any WWCC certification (or other similar certification) is lawfully required, the reliability of any WWCC certification (or other similar certification) and/or the need to undertake further investigation in that regard.
4.3 Motherhood, may, in our absolute discretion (but without any obligation to do so), decide to introduce requirements for Minders to provide evidence of their compliance with any WWCC certification (or other similar certification). Further, Motherhood may, in our absolute discretion (but without any obligation to do so), suspend and/or terminate a User’s Account where we have reason to believe that a User is lawfully required to hold a valid WWCC certification (or other similar certification) and he or she does not provide evidence satisfactory to Motherhood that he/she in fact holds such valid certification, or if the User is otherwise suspected of having contravened any laws (including an order of a court or tribunal) relating to the ability of that User to work with children or be involved in child-related work.
4.4 If a Minder’s profile on our Website or App states that he/she has a WWWC certification, we do not guarantee that such certification is valid or current, and we recommend that a Parent considering placing a Booking with such Minder verifies that such certification is, in fact, valid and current.
4.5 Users should also understand that various laws and regulations in Australia (which may vary between States and Territories) stipulate that a Venue may require to be licensed and/or meet certain requirements for a person, such as a Minder, to provide a babysitting or childminding service from that Venue (“Venue Regulations”). It is a condition of using the Service that Minders undertake to ensure that they comply with all Venue Regulations. Parents accept, as a condition of using the Service, that it is their responsibility to check that a particular Minder has complied with applicable Venue Regulations and acknowledge that Motherhood does not verify whether Minders have so complied and is not under a duty or obligation to do so.
5. USER ACCOUNTS
5.2 In relation to establishing and maintaining your Account and the right to use the Service, you acknowledge, warrant and undertake (as the context permits or requires) as follows:
(a) you must use your actual, legal name and other personal details as required at the time of registering an Account and you must not use any false name or pseudonym, false personal details or impersonate any person;
(c) you have full authority and power to enter into and comply with these User Terms;
(d) you remain absolutely and unconditionally liable to us in respect of the use of your Account and the Service even if another person uses your Account or the Service via your Account (whether or not that other person obtained your permission prior to such use);
(e) you are responsible for maintaining the confidentiality and safeguarding the security of any details relating to your Account, including any login details and passwords, that you use to access the Service via the Platform; and
(f) you will not cause, permit or allow your Account to be used by, or leased, sold or transferred to another person or entity.
6. USER WARRANTIES & OBLIGATIONS
6.1 In regards to the use of the Service generally, you acknowledge, accept, warrant and undertake (as the context permits or requires) as follows:
(a) you are over 16 years of age;
(b) you must interact, deal and communicate with other Users via the Service in an honest, respectful and fair manner, and you should ensure that you are reasonably able to perform any Bookings that you enter into and will seek to resolve any disputes, issues or concerns arising from a Booking in good faith and fairly;
(c) you will not use or rely on the Service as the case may be:
(i) in any manner or for any purpose that is contrary to these User Terms; or
(ii) in circumstances where a reasonable person in your position would not have so used or relied on the Service; or
(iii) in any manner that is unreasonable or excessive given the intended purpose, attributes and capabilities of the Service; or
(iv) in any manner that adversely affects the normal performance or operation of the Service, or adversely affects the reputation of Motherhood and/or the Service itself, or any person associated with the Service;
(d) you will not use the Service in connection with any undertaking, enterprise, trade, venture, partnership or organisation that ordinarily or regularly engages in the business or practice of providing goods or services to or for children, including child care services, babysitting services, nanny services, entertainment or recreational services for children or educational services for children, regardless whether such services are provided for profit or otherwise;
(e) you are not affiliated or associated with an operator, provider or supplier of the goods or services referred to in subparagraph (d) above;
(f) you will not use the Service to promote or advertise the goods or services referred to in subparagraph (d) above or an operator, provider or supplier of the kind referred to in subparagraph (e) above;
(g) you will, to the extent you are using the Service as a Parent, provide us with your credit card details and ensure that those details as provided to us are correct and up-to-date at all times;
(h) in relation to any credit card details provided to us, you will ensure the relevant bank account or credit account connected to such credit card is valid and has funds or credit which can be used for making any Payments;
(i) you will not use the Service as an employment, recruitment or job-advertisement service, including for the purposes of seeking or offering employment;
(j) you will not use the Service in relation to the provision or acquisition of any goods or services, including health or medical services, counselling services, modelling services, education services or sporting services;
(k) you will not use the Service as a match-making service or to facilitate the monitoring, tracking or surveillance of another person or child;
(l) you will not use the Service to facilitate the permanent or long-term relocation of children whether or not such relocation is lawful, including foster-care services, adoption services, boarding school services, migration services, residential services or transport services;
(m) you must not use any Personal Information you obtain via the Service about another User other than in relation to your use of the Service or in relation to a Booking;
(n) you have not been convicted or found guilty of any criminal offence and you are not currently pending trial or being prosecuted for a criminal offence;
(o) you are not registered, or required to be registered, with any scheme, register or program established by law for the purpose of protecting children or other victims of crime or to monitor persons convicted of serious criminal offences;
(p) you are not required by law (including an order of a court or tribunal) to report to a law enforcement or government agency as a result of any of the matters in subparagraphs (n) or (o) above;
(q) you will not violate or attempt to violate any security features of the Service, including by (without limitation):
(i) accessing information or data not intended for you or logging onto a server or account without appropriate authority;
(ii) attempting to probe, scan or test the vulnerability of the Platform or any associated system, server or network, or to breach security or authentication measures;
(iii) interfering or attempting to interfere with service to any network, including, without limitation, by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” “hacking,” “hijack” or “crashing”;
(iv) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting in connection with the Service;;
(v) attempting to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any part or component of the Service; or
(vi) attempting to monitor, track or extract any Internet traffic or other data exchanged via the Service;
(r) you will not use the Service to facilitate the breach of any laws or the infringement of any lawful rights of a third party, including any Intellectual Property Rights;
(s) your will not use the Service to harm, exploit, endanger, abuse or mistreat any person or child; and
(t) you will comply with all applicable laws and regulations in relation to your use of the Service and/or dealings with other Users and any Children.
6.2 In regards to User Content provided by you when using the Service, you acknowledge, accept, warrant and undertake (as the context permits or requires) as follows:
(a) you have the necessary rights and authorities to provide that User Content to us or another User for the purposes of the Service, and the User Content will not infringe the Intellectual Property Rights of a third party;
(b) the User Content may be published via the Service and be available for use by another User;
(c) the User Content must be accurate, reliable, valid and complete;
(d) the User Content should not contain the identity, contact details or Personal Information directly in relation to a child and/or photographs, images, videos and/or other Content which identifies a child;
(e) the User Content must not contain material that could reasonably be regarded or perceived as being defamatory, obscene, offensive, stalking, threatening, abusive, violent, pornographic, vulgar, profane, indecent or otherwise unlawful, discriminatory, or which racially or religiously vilifies, incites violence or hatred, or is likely to offend, insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation or any physical or mental disability;
(f) you must not provide any User Content that you know or suspect (or ought reasonably to have known or suspected) to be false or is otherwise misleading or deceptive; and
(g) Motherhood reserves the right to remove any User Content in our sole discretion without notification to you.
6.3 You acknowledge and agree to the extent your use of the Service gives rise to any tax or other legal obligations on you in relation to any financial gains made by you, including any superannuation requirements, it is your responsibility to comply with those obligations.
6.4 If you are a Parent, you may have the opportunity to provide reviews about Minders on the Service. Reviews should not include any Personal Information about a Minder that is not disclosed in the Minder’s public profile (for example, the review should not include or reference a Minder’s address or phone number). Reviews should be limited to your first-hand experience (not what you heard from someone else) and must comply with the other provisions in these User Terms governing the provision of User Content by you. You should avoid broad generalisations and exaggerations in reviews. If appropriate, you should update your reviews to reflect new experiences.
6.5 If requested by Motherhood, you agree to provide us with such identification documents (including copies of passports and/or driver’s licences) or other information (including any valid WWCC certification or other similar certification that you may hold) as may be needed or requested by us from time to time to verify your identity, any information which you have provided to us and/or whether you are in breach of these User Terms. For the avoidance of doubt, and to promote the safety and transparency of the Service, we reserve the right to use any information that you provide to us for the purpose of conducting any identity, background or criminal checks (including any WWCC). If you fail to provide information to us for the purposes of this clause, we may suspend and/or terminate your Account and prohibit you from using the Service. Nothing in this clause requires Motherhood to undertake any such checks.
7.1 All Payments must be made in accordance with this clause 7, and otherwise in accordance with these User Terms.
7.2 A Parent who makes a Booking must, immediately upon completion of the Booking (for a single job) and upon posting a job (for a recurring job):
Unless a Booking is cancelled in accordance with this clause 7, under no circumstances will a Booking Fee or Service Fee be reduced after a Booking is confirmed or job posted.
(a) pay the applicable Booking Fee to the relevant Minder, such Payment must be made via the use of an Online Payment Service (as defined in clause 7.5 below) as indicated by the Minder; and
(b) pay the applicable Service Fee to us, such payment to be made in accordance with clause 7.6 below.
7.3 Unless otherwise advised by us, all Payments, such as the Booking Fee and the Service Fee, are to be determined or calculated by reference to the Payment Terms.
7.4 Unless a Booking is cancelled in accordance with this clause 7, a single Booking is deemed to be completed at the time at which the Parent takes over responsibility for the care of the Child(ren) cared for by the Minder pursuant to the applicable Booking.
7.5 The Service allows Users to pay and receive Payments via the use of an online payment service (“Online Payment Service”), such as ‘Stripe’. The use of an Online Payment Service may be subject to the User complying with various terms and conditions, or satisfying certain criteria, as determined by the third-party provider of the Online Payment Service. For example, Minders are required to hold a prior registered account with Stripe to accept Booking Fees via Stripe. For the avoidance of doubt, it is the User’s responsibility to ensure that they comply with any and all of the requirements of the third-party provider of the Online Payment Service in relation to the use of the Online Payment Service.
7.6 In relation to the Service Fee, we will automatically debit, charge and process such fee on the completion of the Booking or Posting of Job, as follows:
(a) for single jobs the Booking Fee is paid to the Minder via an Online Payment Service – the Service Fee will be debited, charged and processed via the Online Payment Service.
(b) for recurring jobs the Service fee will be debited, charged and processed via the Online Payment Service upon posting the job to the jobs board.Ongoing Booking Fee to the Minder is negotiated between the Parent and the Minder and not paid through the Online Payment Service.
7.7 You acknowledge and agree that Motherhood is not responsible in any way for ensuring that a Booking Fee is paid. Any disputes relating to Booking Fees need to be resolved between the applicable Parent and Minder (and/or the provider of the Online Payment Service, if applicable).
7.8 For single jobs, prior to the completion of a Booking, a Parent may cancel a Booking via the App. If a Parent cancels a Booking within not less than 24 hours before the Booking is scheduled to start, a cancellation fee of 50% of the Booking Fee shall be payable to the Minder by the Parent (“Cancellation Fee”). The Cancellation Fee will be automatically debited, charged and processed by us using the credit card details provided to us by the Parent. Subject to the deduction of our Service Fee, we will remit the balance of the Cancellation Fee to the Minder by any means that we deem in our discretion to be appropriate. For recurring jobs there are no refunds payable by Motherhood, or cancellation fees payable by the Parent or Motherhood to the Minder.
7.9 Prior to the commencement of a Booking, a Minder may cancel a Booking via the App and no cancellation fee shall apply.
7.10 If a Minder or Parent cancels a Booking less than 24 hours before the Booking is scheduled to start, a “Cancelled Job” notice (or other indicator we determine to be appropriate) may be displayed on the profile of the person who initiated the cancellation and such notice may at our discretion remain permanently on such profile.
7.11 Users are responsible for using the prompts and features within the App to record the process of their Bookings, including confirming when a Booking has started or finished, to ensure accurate charging, calculation of Payments and transparency in relation to a Booking.
7.12 If the Parent’s payment method is declined for any reason, the Parent authorises Motherhood to charge for the amount relevant to that booking using an alternative payment method.
7.13 Users understand that the Payment Terms may vary from time to time, and that Motherhood has the right to amend applicable fees and charges at any time at its discretion. Certain offers, discounts and pricing variations may be provided from time to time at our discretion and will be displayed via the Payment Terms, and such offers, discounts and pricing variations may not apply to all Users.
7.14 All Payments to be made to Motherhood are to be made without deduction, set-off or counterclaim, and must be paid in fully cleared funds.
7.15 Unless expressly stated otherwise, the pricing for use of the Service or feature on the Service will be stated GST inclusive.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 You are granted a limited, non-transferable and non-exclusive licence to use the Platform and Our Content in relation to the Service subject to these User Terms. You acknowledge and accept that Motherhood has all rights and powers to the Service, including all Intellectual Property Rights to the Platform and Our Content, and that you acquire no rights or interests in the Service other than as expressly granted to you in these User Terms.
8.2 In accordance with clause 8.1 above, you undertake not to:
(a) sell, licence, transfer, dispose of or distribute Our Content; or
(b) copy, modify, publish, reproduce, communicate to the public, adapt or otherwise use (including the creation of derivative works)
Our Content other than in the normal course of using the Service in accordance with these User Terms.
8.3 If you provide us with User Content, including by way of posting, uploading or transmitting such User Content via the Service, you grant, and you represent and warrant that you have the right to grant, to Motherhood (including our affiliates, associates, licensees and successors) an irrevocable, perpetual, non-exclusive, royalty-free and worldwide license to copy, modify, publish, reproduce, adapt, distribute and otherwise use your User Content.
8.4 We may, but we have no obligation to, monitor User Content provided by you or any other User, and we may remove or modify such User Content (either in whole or in part), including any User profiles or reviews, if we are of the opinion that it contravenes these User Terms without notice or liability to you.
8.5 The service marks and trade marks that we use in connection with the Service, including the “Motherhood” trade mark and the Motherhood logo, are owned by and is the property of Motherhood. You must not copy or use any of our service marks or trade marks without our written permission.
9. TERMINATION & SUSPENSION
9.1 You may terminate and close your Account at any time. However, by terminating your Account, you may lose access to any User Content (you are encouraged to back-up any User Content before you terminate your Account). Also, even if you do cancel and close your Account, any outstanding payments to be made to us in respect of your use of the Service must still be paid to us.
9.2 Motherhood may, in our absolute discretion, with or without notice to you, suspend or terminate your Account and prevent you from using the Service:
(a) if you breach any of these User Terms;
(b) to investigate a suspected breach of these User Terms by you;
(c) to prevent any immediate risks of harm or injury to any person or property;
(d) for any other purpose deemed necessary by us to maintain the integrity of the Service, our business or our reputation;;
(e) as a result of a Force Majeure Event;
(f) to comply with a law, court or tribunal order or to assist any law enforcement or government agency or other regulatory body;; or
(g) to otherwise pursue, deal with or defend any actual or threatened litigious claims, demands, legal actions or complaints.
Unless otherwise decided by Motherhood, such suspension or termination will be effective immediately.
9.3 If your Account has been suspended or terminated by us, you must not re-register another account with the Service without our prior consent.
9.4 For the avoidance of doubt, we are not required to provide you a copy of any User Content that you provided to us or uploaded via the Service upon the suspension or termination of your Account.
10. DISCLAIMERS, LIMITATIONS AND INDEMNITIES
10.1 Motherhood provides the Service, including the Platform and Our Content, on a purely ‘as is’ basis without warranty of any kind and, to the maximum extent permitted by law, we expressly disclaim any and all liability and any warranties or guarantees, express or implied, regarding the Service, including any implied warranties or guarantees of acceptable quality, merchantability, fitness for a particular purpose or non-infringement of third-party rights not otherwise disclosed in these User Terms.
10.2 In using or attempting to use the Service, you unconditionally and irrevocably acknowledge and agree that we are not liable to you for any loss or damage of any kind that you suffer, howsoever suffered, in relation to any of the following matters:
(a) the lawful exercise of any rights that we may have under these User Terms or otherwise;
(b) the breach of these User Terms by another User;
(c) your breach of these User Terms, including your use or reliance on the Service in breach of these User Terms;;
(d) the results or consequences arising from your use of the Service;
(e) the failure of any User, including you, to comply with any laws and/or the application of any laws to you;
(f) the actions or omissions of another User, including your dealings with Users, information provided by another User to you and any affiliations or associations of Users that are shared with you;
(g) the accuracy, reliability, validity or completeness of User Content provided by or regarding any User, including your use or reliance on such User Content;
(h) any Bookings you enter into, or are unable to enter into, with another User, including the matters in clause 3.4 above which are solely your responsibility and any services provided or acquired thereunder;
(i) any information regarding a User that you obtain, use or rely upon, including any WWCC certification or other similar identity, background or criminal check;
(j) your inability to use the Service due to matters outside our control, such as problems with any device that you are using in conjunction with the Service or your access to an appropriate Internet
or network connection;
(k) performance issues, interruptions or technical errors in the Service, including the presence of “viruses”, “Trojans”, “spyware”, “adware”, “bots” and other similarly harmful computer effects;
(l) the non-availability of and/or disruption to the Service, including connectivity or network errors;
(m) the occurrence of a Force Majeure Event;; and/or
(n) differences in the availability or quality of the Service between you and another User for any reason, including as a result of any of the matters in subparagraphs (a) to (m) above.
10.3 In addition to the above, you acknowledge and accept that the Service may be suspended without notice or liability to you due to a variety of reasons, including a system or network failure, maintenance or repair or any reason beyond our control.
10.4 To the maximum extent permitted by law, our maximum liability to you for any loss or damage suffered by you arising out of, in connection with or relating to the Service, regardless of the type of action you may bring against us for such loss or damage, is limited to the greater of: (a) any monies and payments that we have received from you in connection with your use of the Service in the twelve (12) month period prior to when the action first accrued;; or (b) AUD$100. However, in no circumstance shall we be liable to you for any indirect or consequential loss or damage suffered by you, such as a loss of profits, a loss of business opportunities, a loss of reputation, a loss of anticipated savings, a loss of revenue, a loss of data, a loss of goodwill and a loss of contracts.
10.5 Nothing in these User Terms Is intended to exclude, restrict or modify and condition, warranty, statutory guarantee, right or remedy which cannot be lawfully excluded, restricted or modified, including various matters in the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)). However, in all instances where Motherhood is able to limit our liability for a breach of any condition, warranty, statutory guarantee, right or remedy which cannot be lawfully excluded, restricted or modified, our liability to you will be so limited to the extent permitted by law, including the re-supply of the services again or the payment to you of the cost of having the services supplied again.
10.6 To the maximum extent permitted by law, you must indemnify and keep us indemnified in full from and against any and all loss or damage (including legal costs on an indemnity basis) suffered by us arising out of, in connection with or relating to your use of the Service in breach of these User Terms, including without limitation in respect of any loss or damage claimed against us (or any entity or person related to us) by any third party (including any Users). The kinds of loss and damage that you must indemnify us from and against include loses suffered or incurred in defending or settling any dispute, legal action or other claim or demand (such as the payment of any fees, charges, taxes, levies, penalties or legal expenses) and extends to any claims and legal actions relating to any Bookings that you may have entered into or your dealings with other Users.
10.7 You agree that you will provide us with reasonable assistance and cooperation, including the provision of information to us, in the event we are required to pursue, defend or settle any dispute, legal action or other claim or demand from a third party that relates to your use of the Service.
10.8 You agree that if Motherhood is found to be liable for any tax, withholding tax or reporting obligation in connection with any services provided or acquired by you via the Service, then you will immediately reimburse and indemnify Motherhood for all costs, expenses and liabilities (including any interest and penalties) relating to the same.
11.1 We may communicate with you by any means available to us, including e-mailing, sending you push notifications and by telephone, text or other form of messaging, from time to time in relation to the Service.
11.2 Users have the option of providing Motherhood with their mobile phone number as part of the registration process. This enables Users to gain access to the Twitter telephone login service “Digits” if required (you should review the relevant terms and conditions for the use of that service). Further, Users who provide Motherhood with their mobile phone number consent to receiving text message communications from us on their mobile devices. Whilst Motherhood does not charge for sending text messages, your carrier may charge you so you should check and ensure that this is acceptable.
12. PROMOTIONS AND MARKETING
You acknowledge and agree that Motherhood may contact you in regards to any marketing and promotional matters, special offers, promotions, credits, awards or discounts offered by us in relation to the Service, our business or the goods or services of any of our partners and sponsors that we believe you may be interested in (“Promotions”). All Promotions will be run at the sole discretion of Motherhood, and can be modified or terminated by us at any time with or without prior notice to you. Promotions may be offered on a time-limited basis and may be subject to certain restrictions and other terms and conditions.
13.1 Despite any other matters in these User Terms, we reserve the right to monitor disputes between Users in regards to the Service.
13.2 If you have any issues or concerns regarding the Service, including a dispute or potential dispute with us, or you wish to report a violation of these User Terms by another User, you can contact us at [email protected]
14.1 If in using the Service you receive any information which is not intended for you or otherwise relates to, as one may reasonably infer, the business or internal affairs of Motherhood of a confidential nature, you must not disclose that information to a third party and must immediately notify us regarding the receipt of such information;; further, upon request by us, you must forward the information to us and/or delete or remove such information that is in your possession or control.
14.2 Unless expressly stated by us, we are not affiliated or associated with, or sponsor or receive sponsorship from, any third party service or service provider merely because the Service links or refers to the third party service or service provider;; further we shall not be taken to be endorsing, approving or supporting any statements or representations regarding the third party service or service provider.
14.3 You may not assign or transfer any rights or obligations under these User Terms, but we may, unless prohibited by law, freely assign or transfer our rights and obligations under these User Terms.
14.4 We are not to be deemed to have waived any rights that we may have under these User Terms which have accrued unless we have expressly agreed to waive those rights in writing and signed by us. Any waiver is only effective in the specific instance and for the purpose it is given.
14.5 These User Terms constitute the full and complete agreement between us and you relating to the subject matter contained in these User Terms and supersedes any and all previous agreements, understandings, negotiations and representations between the parties in respect of all matters dealt with in these terms.
14.6 If any term or condition in these User Terms is held to be illegal or unenforceable, in whole or in part, by a court, such term or provision shall be severed and deemed not to form part of these User Terms, and the validity of the remainder terms and conditions shall not be affected.
14.7 These User Terms shall be construed in accordance with and governed by the laws of the New South Wales, Australia, the courts of which shall have jurisdiction in respect of any matters arising out of or in connection with the Service and these User Terms.