WHAT PARTS OF THESE TERMS APPLY TO ME? 

This agreement governs your use of the Fightcode application (Application) and any other services made available through the Application. By using the Application, you agree to be bound by this agreement which forms a binding contractual agreement between you, the User, and us, Savage Breed Combat Pty Ltd ABN 32 618 588 480 trading as ‘Fightcode’ (we refer to Savage Breed Combat Pty Ltd ABN 32 618 588 480 in this agreement as ‘Fightcode, we or us’).  

The remainder of this agreement is divided into three parts:

• Part A (All Users), which sets out terms that apply to all Users;
• Part B (Promoters), which sets out additional terms that apply to Promoters, being Users who are the event organiser and promoter of an Event; 
• Part C (Coaches), which sets out additional terms that apply to Coaches, being Users who are the agent, coach, manager and/or supporting personnel of a Competitor; and
• Part D (Competitors), which sets out the additional terms that apply to Competitors, being Users who register a ‘Competitor’ profile and are the relevant athlete, competitor, or participant of an Event.

Upon joining and signing up to the Application, you must select whether you are signing up as a Promoter, a Coach and/or a Competitor. 

The Fightcode Application is designed to assist those in the combat sports and martials industry by organising and promoting events. This means we welcome Users to who wish to hold different roles by simultaneously registering as a ‘Promoter’, a ‘Coach’ and/or a ‘Competitor’ as applicable.

If you intend to use the Application as:

• a Promoter, Part A and Part B of these terms will apply to you. 
• a Coach, Part A and Part C of these terms will apply to you. 
• a Competitor, Part A and Part D of these terms will apply to you.

HOW DO I READ THIS AGREEMENT?

When we talk about the “Services” in this agreement, we are referring to the services available through our App and any associated mobile application on the Apple iOS Store and the Google Play Store, our website and any associated services we offer. 

When we talk about an “Event” in this agreement, we are referring to the combat sport event that Promoters seek to create and organise in using our Services and the Application.

Capitalised words and phrases used in this agreement have the meanings given by the words immediately preceding any bolded and bracketed word(s) or phrase(s).

If you access or download our mobile application from the Apple App Store or Google Play Store, you agree to Apple’s Licensed Application End User License Agreement and any Usage Rules set forth in the App Store Terms of Service or the Android, Google Inc. Terms and Conditions including the License Agreement and Terms of Application.

We may use Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

We may update any part of this agreement at any time without notice to you. By continuing to use the Application, or order, accept or pay for any Goods and/or Services by means of the Application, after such an update, you agree to be bound by this agreement as amended.

We encourage you to check the date at the top of this agreement to see when we last updated it.

PART A          All Users

1. ELIGIBILITY

(a) Subject to Part D, this Application is not intended for use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Application. By using the Application, you represent and warrant that you are either:

(i) over the age of 18 years in accessing the Application; or 

(ii) satisfy the eligibility requirements of a Competitor in Part D of this agreement.

(b) Please do not access the Application if:

(i) you do not meet the requirements of clause 1(a);

(ii) you are not permitted, authorised or allowed to host an Event in your jurisdiction, or if it is otherwise illicit to do so; or

(iii) you have previously been suspended or prohibited from using the Application. 

(c) If you use the Application on behalf of a company, club, association, sporting body or organisation you warrant that you have the necessary authority from that company, club, association, sporting body or organisation to do so. If you are signing up not as an individual but on behalf of your company, your club, your association, your sporting body, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “User” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Services on behalf of a Represented Entity, you represent and warrant that you are authorised to do so. 

(d) We may require you to have geo-location capabilities turned on for the device you will use to access the Application and/or use its functionalities. If we require you to turn geo-location capabilities on, you agree that you will provide the Application the relevant permissions to access your geo-location services on your device.

2. ACCOUNTS

(a) In order to use most of the functionality of the Application, all Users are required to sign-up, register and receive an account and create a profile through the Application (an Account). You must select and nominate whether you are:

(i) Promoter;

(ii) Coach; and/or

(iii) Competitor.

For the avoidance of doubt, you can register as a Promoter, Coach and a Competitor, or any combination of the above Accounts on the Application.

(b) Users may be able to sign up and register as a Promoter, Coach and a Competitor provided the User satisfies each of the respective eligibility requirements of each Account.

(c) As part of the Account registration process and as part of your continued use of the Application, you are required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing (if you are a Promoter), gym affiliation (if you are a Coach or a Competitor), postal and physical addresses, mobile phone number, and other information as determined by Fightcode from time to time.

(d) You warrant that any information you give to Fightcode in the course of completing the Account registration process will always be accurate, honest, correct and up to date.

(e) Once you complete the Account registration process, Fightcode may, in its absolute discretion, choose to accept you as a registered user within the Application and provide you with an Account.

(f) Fightcode reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you.

(g) Fightcode may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement.

3. HOW FIGHTCODE WORKS

The Application provides a communication platform for Promoters, Coaches and Competitors to connect in order to create, organise and participate at an Event.

(a) As part of the Application, a Promoter that wants to list its goods and/or services, being an Event, on the Application must create an Account on the Application and provide an accurate and complete description of the Event to be supplied (including any applicable fees or price to be paid by the Coach and their respective Competitor), which is referred to throughout this agreement as an Event Listing (Event Listing).

(b) Coaches who wish for their respective Competitor to participate in an Event hosted by a Promoter must first receive a fight request for the Event Listing from the Promoter via URL link (Fight Request).

(c) Once the criteria of a Fight Request is fulfilled and all relevant parties, being the respective Coaches and the Promoter, unanimously approve the respective Event Listing, an Event is created.

(d) The respective costs, expenses and fees of an Event shall be agreed upon and dealt with between the parties of the Event. For the avoidance of doubt, Fightcode only provides a communication platform for the Promoter, Coach and the Competitor to connect with each other on the Application.

(e) In accordance with the disclaimers in clause 14, Fightcode:

(i) is not responsible or liable for assisting with or managing the Event; and

(i) does not provide any warranties on the accuracy or currency of a Competitors, Coaches and/or Promoters’:

(A) insurance, including any applicable certificate of currency;

(B) sanction status;

(C) health and fitness level;

(D) competency; and

(E) any other claims made by a Competitor, Coach and/or Promoter.

4. USER OBLIGATIONS

As a User, you agree:

(a) to not use the Application for any purpose other than for the purpose of making arrangements to provide or receive services, including by not using the Application:

(i) 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); and

(ii) in connection with any commercial or money making or other promotional or marketing endeavours except those that are listed herein, or as approved in writing by Fightcode; or

(iii) that is unrelated to a martial arts or combat sports event.

(b) not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;

(c) to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify Fightcode of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Application’s security;

(d) not to act in any way that may harm the reputation of Fightcode or associated or interested parties or do anything at all contrary to the interests of Fightcode or the Application; 

(e) not to make any automated use of the Application and you must not copy, reproduce, translate, adapt, vary or modify the Application without the express written consent of Fightcode; 

(f) that Fightcode may change any features of the Application or Services offered through the Application at any time without notice to you;

(g) that information given to you through the Application, by Fightcode or another User including a Promoter, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and

(h) that Fightcode may cancel your account at any time if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 4.

5. POSTED MATERIALS

5.1 WARRANTIES

By providing or posting any information, materials or other content on the Application (Posted Material), you represent and warrant that:

(a) you are authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide);

(b) the Posted Material is accurate and true at the time it is provided;

(c) the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;

(d) the Posted Material is not “passing off” of any product or service and does not constitute unfair competition; 

(e) the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;

(f) the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Application or any network or system; and

(g) the Posted Material does not breach or infringe any applicable laws.

5.2 LICENCE

(a) You grant to Fightcode 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 any Posted Material in order for Fightcode to use, exploit or otherwise enjoy the benefit of such Posted Material.

(b) If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release Fightcode from any and all claims that you could assert against Fightcode by virtue of any such moral rights.

(c) You indemnify Fightcode against all damages, losses, costs and expenses incurred by Fightcode arising out of any third party claim that your Posted Material infringes any third party’s Intellectual Property Rights.

5.3 REMOVAL

(a) Fightcode acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material in advance of it being posted. However, Fightcode may, in its absolute discretion, review and remove any Posted Material (including links to you, your profile or listings you have posted on the Application) at any time without giving any explanation or justification for removing the Posted Material.

(b) You agree that you are responsible for keeping and maintaining records of Posted Material.

6. REFUNDS, INTERRUPTIONS AND CANCELLATIONS

Fightcode is an application that only provides a messaging service via the Application for Promoters, Coaches, and Competitors to connect and organise an Event. To the maximum extent permitted by law, Fightcode will have no liability or obligation to you if:

(a) a Promoter, Coach (or another Coach) or Competitor cancels at any time after the time for performance of an Event is agreed; or 

(b) for whatever reason, including technical faults, the performances in an Event Listing cannot be performed or completed or if a Competitor is unable to participate in an Event,

and you will not be entitled to any compensation from Fightcode.

7. ONLINE PAYMENT PARTNER

(a) We may use third-party online payment partner (Online Payment Partner) to collect payments on the Application, including for our Services. Depending on the relevant application store you use the App, we may use:

(i) Apple Pay; or

(ii) Google Pay.

(b) The processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner. 

(c) You agree to release Fightcode and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s Application or any error or mistake in processing your payment.

(d) We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment. 

8. APPLICATION LIMITATIONS

While we make every effort to ensure that the information on the Application is as up-to-date and accurate as possible, you acknowledge and agree that from time to time, you may encounter the following issues:

(a) the Application may have errors or defects (or both, as the case may be);

(b) the Application may not be accessible at times;

(c) messages sent through the Application may not be delivered promptly, or delivered at all;

(d) information you receive or supply through the Application may not be secure or confidential; and

(e) any information provided through the Application may not be accurate or true.

9. INTELLECTUAL PROPERTY 

(a) Fightcode retains ownership of all materials developed or provided (or both, as the case may be) in connection with the Services (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Service Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you.

(b) You may make a temporary electronic copy of all or part of the Service Content for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Service Content without prior written consent from the Company or as permitted by law.

(c) In this clause 9, “Intellectual Property Rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in Australia and throughout the world.

10. THIRD PARTY CONTENT

The Application may contain text, images, data and other content provided by a third party and displayed on the Application (Third Party Content). Fightcode accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.

11. THIRD PARTY TERMS SUPPLIERS

(a) If we need 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).

(b) Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms (for example, a link on our Application or otherwise set out in these terms), you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we use to provide you with the Application or any services related to Application and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.

(c) You have the right to reject any Third Party Terms. If you reject the Third Party Terms, we cannot provide you with the services associated with the Application and you can stop using the Application. 

12. DISPUTES BETWEEN USERS

(a) You should direct any complaint relating to another User to that User. Users must take all reasonable steps to resolve any dispute with another User with that User.

(b) If any issue or problem relating to the Application remains unresolved after directing a complaint to a relevant User, or if the complaint does not relate to another User, you must report it to Fightcode via our enquiry form. We will assess the complaint and attempt to quickly and satisfactorily resolve it.

(c) Any costs you incur in relation to a complaint or dispute will be your responsibility.

(d) Fightcode has the option to appoint an independent mediator or arbitrator if needed. The cost of any mediator or arbitrator must be shared equally between each of the parties to the dispute.

(e) Fightcode reserves the right to hold funds in relation to a dispute until the dispute is resolved by the relevant parties or by a mediator or arbitrator.

(f) If you have a dispute with Fightcode, you agree to notify us first and enter into discussion, mediation or arbitration with us for a minimum of a 120-day period before pursuing any other proceedings. 

(g) Notwithstanding any other provision of this clause 12, you or Fightcode may at any time cancel your Account or discontinue your use of the Application.

13. SECURITY

Fightcode does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Application. You should take your own precautions to ensure that the process you employ to access the Application does not expose you to the risk of viruses, malicious computer code or other forms of interference.

14. DISCLAIMERS

14.1 EVENT MANAGEMENT AND COMMUNICATION SERVICE ONLY

(a) Fightcode is a communication platform and messaging service for Users to connect as either Competitors, Coaches and Promoters for the purposes of organising a martial arts or combat sports event. 

(b) Fightcode is not and does not hold itself out to be:

(i) a ticketing provider;

(ii) an event organiser; 

(iii) an adjudicator or judge; or

(iv) affiliated with any sporting association or sporting authority.

(c) You acknowledge and agree that:

(i) Fightcode or the Application does not take any steps to confirm the identity of Users, including examination or certification;

(ii) Fightcode or the Application cannot and does not confirm nor warrant or guarantee each User’s purported identity, licences (for Promoter’s or Coaches), a Competitor’s respective fight record or health and fitness level, competency, credibility, legitimacy or geographic location. We encourage you to use the Application to conduct your own enquiries to vet other Users to your satisfaction; 

(iii) all Users are a third party unrelated to us. You acknowledge that any arrangement or communication entered into with another User is solely at your own risk. We are not a party to any arrangement entered into. All contractual and payment arrangements are the sole responsibilities of the parties and not us; 

(iv) the listing or existence of a User’s Account on the Application does not imply any endorsement or recommendation by us of any particular User, regardless of whether they are a Promoter, Coach or Competitor;

(v) Fightcode has no control, influence or involvement with other Users. Our responsibilities are limited to facilitating the availability of the Application. We have no obligation to regulate such content or Accounts or messages. To the extent permitted by law, we will not be liable for any loss or damage suffered by you or any third party in connection with the Application;

(vi) without limiting the other terms of this clause, Fightcode does not ensure, guarantee or provide any warranty or indemnity in respect of the quality, legality, accuracy, completeness or otherwise of:

(A) any arrangements or communications between Users;

(B) any claims made by a User on their Account;

(C) any information provided by Users to each other; or

(D) the past, present or future ability of Users to undertake their respective obligations, including but not limited to: 

(I) any applicable statutory obligations or regulations in their respective jurisdiction; or

(II) that they have been or will be compliant with their regulatory or legal obligations.

(vii) Because of the foregoing, in the event that you have a dispute with one or more Users, you release and hold us (and our Related Parties) harmless from actions, claims, demands and Losses of every kind arising out of or in any way connected with such disputes;

(viii) no information provided by us constitutes legal or financial advice, particularly in respect of your obligations to comply with any applicable Laws;

(ix) we do not guarantee that the Application or any content will be error-free or uninterrupted, or that your use of the Application will provide any specific results;

(x) we reserve the right to share any information provided by you to us, and to store such information in accordance with our Privacy Policy; and

(xi) we do not represent or warrant that your use of the Services will meet your particular requirements, whether those requirements are disclosed to us or not.

14.2 COMPLIANCE WITH LAWS

It is your responsibility to comply with all applicable laws, regulations and industry standards that apply to receiving and providing the Services. Fightcode will not be responsible or liable for any failure to comply with any applicable laws, regulations or industry standards by Promoters, Coaches or Competitors who use the Application.

14.3 LIMITATION OF LIABILITY

(a) To the maximum extent permitted by law and subject to clause 14.3(b), the total liability of each party (being you, the User and us, Fightcode) in respect of loss or damage sustained by the other party in connection with this agreement is limited to the amount paid by you on the Application in the 3 months preceding the date of the event giving rise to the relevant liability.

(b) Clause 14.3(a) does not apply to your liability in respect of loss or damage sustained by Fightcode arising from your: 

(i) breach of third party intellectual property rights;

(ii) breach of privacy laws and regulations;

(iii) breach of combat sports laws and regulations; or 

(iv) negligent, fraudulent or criminal act or omission.

(c) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.

(d) (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 provided.

(e) (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 this agreement or any goods or services provided by Fightcode, except:

(i) in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or

(ii) to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

15. CONFIDENTIALITY

You agree that:

(a) no information owned by Fightcode, including system operations, documents, marketing strategies, staff information and client information, may be disclosed or made available to any third parties; and

(b) all communications involving the details of other users on this Application and of the Promoter are confidential, and must be kept as such by you and must not be distributed nor disclosed to any third party.

16. PRIVACY

You agree to be bound by the clauses outlined in Fightcode’s Privacy Policy, which can be accessed here.

We are committed to protecting your privacy and will handle your personal information in accordance with this agreement and any obligations we hold under applicable legislation or privacy guidelines.

17. COLLECTION NOTICE

(a) We collect personal information, including sensitive information, about you in order to enable you to access and use the Application, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.

(b) Our Privacy Policy contains more information about how we use, disclose and store your information and details how you can access and correct your personal information. 

18. NOTICE REGARDING APPLE 

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

(a) this agreement is between you and Fightcode and not with Apple. Apple is not responsible for the Services or any content available on the Services;

(b) Apple has no obligation whatsoever to furnish any maintenance and support services for the Services;

(c) in the event of any failure of Fightcode 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 Fightcode’s responsibility;

(d) Apple is not responsible for addressing any claims by you or any third party relating to the Services, including, but not limited to:

(i) product liability claims; 

(ii) any claim that the Services fails to conform to any applicable legal or regulatory requirement; and

(iii) claims arising under consumer protection, privacy, or similar legislation;

(e) 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;

(f) that you represent and warrant that:

(i) 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

(ii) you are not listed on any U.S. Government list of prohibited or restricted parties;

(g) you must comply with applicable third party terms of this agreement when using the Services; and

(h) Apple, and Apple’s subsidiaries, are third party beneficiaries of this agreement, and that, upon your acceptance of this agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third party beneficiary.

19. TERMINATION

(a) Either Fightcode or the User may terminate the User’s account at any time (including any listings, memberships or Accounts) for any reason. 

(b) If a User wants to terminate their account (and/or any other membership they hold in connection with the Application), they can do so by using the Application’s functionality where available. Where such functionality is not available, Fightcode will effect such termination within a reasonable time after receiving written notice from the User.

(c) Subject to clause 12 of Part B, in the event that a User’s Account is terminated:

(i) the User’s access to all posting tools on the Application will be revoked;

(ii) the User’s data will be deleted from the Application;

(iii) the User will be unable to view the details of all other Users (including contact details, geographic details, any other personal details and Event Listings or requests); and

(iv) the User may be unable to view the details of other Promoters (including contact details, geographic details and any other details), and all Event Listings previously posted by the respective User will also be removed from the Application.

(d) Notwithstanding termination or expiry of your Account, this agreement, or any other membership you hold in connection with the Application, the provisions of Part A and any other provision in this agreement which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.

20 TAX

You are responsible for the collection and remission of all taxes associated with the services you provide or receive or any transactions through your use of the Application, and Fightcode will not be held accountable in relation to any transactions between Coaches and Promoters where tax related misconduct has occurred.

21. RECORD / AUDIT

To the extent permitted by law, Fightcode reserves the right to keep all records of any and all transactions and communications made through this Application between you and other Users (including conversations, user posts, job request bids, comments, feedback, cookies, and I.P. address information) for administration purposes and also holds the right to produce these records in the event of any legal dispute involving Fightcode.

22. NOTICES

(a) A notice or other communication to a party under this agreement must be:

(i) in writing and in English; and

(ii) 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.

(b) 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:

(i) 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

(ii) when replied to by the other party,

whichever is earlier.

23. GENERAL

23.1 GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in Queensland, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. 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.

23.2 WAIVER

No party to this agreement 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.

23.3 SEVERANCE

Any term of this agreement 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 this agreement is not limited or otherwise affected.

23.4 JOINT AND SEVERAL LIABILITY

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

23.5 ASSIGNMENT

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

23.6 COSTS

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

23.7 ENTIRE AGREEMENT

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 this agreement.

23.8 INTERPRETATION

(a) (singular and plural) words in the singular includes the plural (and vice versa);

(b) (gender) words indicating a gender includes the corresponding words of any other gender;

(c) (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;

(d) (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;

(e) (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;

(f) (this agreement) 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 this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

(g) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

(h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;

(i) (includes) the word “includes” and similar words in any form is not a word of limitation; and

(j) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

PROMOTER

Part B.     Promoters

1. ELIGIBILITY AND QUALIFICATIONS

(a) In accordance with clause 1 of Part A, by registering an Account as a Promoter, you must be over the age of 18 years old.

(b) You must verify that any Coach and/or Competitor is over 18 years old or in the case of Competitors, the Competitor is at least the age of 13 and has their parent or guardian’s consent to sign up to an Event.

(c) If in any of your Event Listings or anywhere on your Account you hold yourself out to possess certain qualifications, permits and/or licences (Qualifications), you warrant that you do hold such Qualifications and if requested, will promptly provide Fightcode with evidence of the Qualifications.

(d) You must at all times maintain a valid working with children check, or an equivalent applicable check or permit, in the jurisdiction you will offer your services in if it involves working with minors. Fightcode is under no obligation to confirm the status of your eligibility to work with people under 18 years old. You indemnify Fightcode against any claim that may arise in connection with your eligibility to work with people under 18 years old.

2. EVENT LISTINGS

You acknowledge and agree that:

(a) you must provide the promotion name of an Event;

(b) you are responsible for obtaining all relevant insurances, permits, licences, or registrations required to host an Event;

(c) you must use your best endeavours to provide as much information as possible in any listing you submit to the Application in which you offer to organise an Event;

(d) Fightcode may choose not to accept any Event Listing you submit to the Application, and Fightcode may limit the number of Event Listings you can submit to the Application;

(e) any information you supply in an Event Listing must be true, timely and accurate; 

(f) you must take all reasonable steps to complete the services as described in every Event Listing that is accepted by a Coach and/or their Competitor, including by not cancelling any part of such an Event Listing;

(g) you must deal with any dispute with a Coach and/or Competitor in accordance with clause of Part A;

(h) any additional terms and conditions relating to an Event Listing, or a quote provided via the Application, are solely between you and the relevant Coach and do not involve Fightcode in any way, except that they must not be inconsistent with your or the Coach’s obligations under this agreement; and

(i) Fightcode will have no responsibility for the accuracy, reliability or timeliness of any Coach’s response to an Event Listing.

3. FIGHT REQUEST MATCHING

From time to time, the Application may, using its algorithm, direct to you Fight Requests for matches that have been submitted to the Application by Coaches. The Application will generally direct you to Fight Requests that are related to your Event Listings, though Fightcode does not guarantee this. 

4. PROVISION OF SERVICES AND EVENTS

(a) You must ensure that all services, such as the Event itself, specified in an Event Listing that is accepted by a Coach and their respective Competitors are provided: 

(i) in accordance with all applicable laws, regulations, tax obligations and industry standards, including but not limited to any sports combat regulations; 

(ii) with due care and skill and in a professional, punctual and diligent manner;

(iii) so that the services are fit for their intended purpose; and

(iv) on the date and at the times set out in the Event Listing. 

(b) You must ensure that as a Promoter, you hold and maintain all licences, permits, work entitlements, approvals and authorities applicable to being a Promoter and that are necessary to host the Event.

(c) You acknowledge and agree that you must not reach out to any Competitor directly on the Application. All communication related to an Event might be liaised with the relevant Coach.

(d) You acknowledge and agree that a Coach may review any Event Listing or services you provide under an Event Listing on the Application in accordance with clause 4 of Part C of this agreement.

(e) If a Coach requests to reschedule the Event time for the services listed in an Event Listing, it is within your discretion on whether you choose to accept or reject such a request.

5. INSURANCE

The Promoter acknowledges and agrees that the Promoter is responsible for obtaining and maintaining insurances in relation to the provision of an Event to cover all potential liabilities and risks, including but not limited to general liability insurance, public liability and/or event liability insurance.

6. FEES AND PAYMENT

6.1 TRIAL PERIOD

(a) Fightcode currently offers a free trial period of the Application during our beta phase and no payments will be due during this period (Free Trial Period).

(b) Fightcode will notify you in advance on the expiration end of the Free Trial Period. 

(c) Upon expiration of the Free Trial Period, certain features of the Application will then become limited and only fully accessible as part of the Subscription (see below).

6.2 SUBSCRIPTION FEES

(a) Upon expiration of the Free Trial Period, you must pay subscription fees (Subscription Fees) to us in the amounts specified on the Website for your continued use of the Application and to receive full access to all features within the Application, or as otherwise agreed in writing (Subscription).

(b) All Subscription Fees must be paid in advance and are non-refundable for change of mind.

(c) Unless otherwise agreed in writing, the Subscription Fees are due and payable on a recurring basis for the duration of your Subscription, with the first payment being due on the first day of the Subscription Period (or immediately after the expiry of any applicable Free Trial Period) and at the beginning of every Renewal Period thereafter.

6.3 AUTOMATIC RECURRING BILLING

Subject to clauses 6.4 and 6.5:

(a) Your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel in accordance with this clause 6. 

(b) While your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an Account.

(c) By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription. 

6.4 GRACE PERIOD

If you fail to cancel your Subscription prior to a Renewal Period and you are charged recurring charges, you have up to 10 Business Days from the date of that renewal to cancel your Subscription by contacting us through our enquiry form or our Website (Grace Period). If you cancel your Subscription within the Grace Period, please contact us via our enquiry form or our Website to request a refund for any recurring fees charged to you during the Grace Period.

6.5 CHANGES TO SUBSCRIPTION FEES

We may, from time to time, change our Subscription Fees and provide you with 10 Business Days’ notice prior to the changes. During this time, you have the opportunity to cancel your Subscription with us. If you do not cancel your Subscription before the new Subscription Fees take effect, the Grace Period in clause 6.4 will apply.

6.6 LATE PAYMENTS

We reserve the right to suspend all or part of the Application indefinitely if you fail to pay any Fees in accordance with this clause 6.

7. FIGHTCODE EVENT ACCESS AND ACCREDITATION

As part of the Subscription, you acknowledge and agree:

(a) to provide an authorised representative of Fightcode with access to attend any Events held by you, such as by way of a ticket entry, upon the reasonable request of Fightcode, for the purposes of marketing and general promotion of the Application and Fightcode’s business;

(b) to provide any documentation, information and assistance reasonably required for Fightcode’s authorised representative to attend the Event;

(c) to co-operate and liaise with Fightcode and its authorised representative as it reasonably requests for the purpose of enabling Fightcode’s authorised representative to attend and operate at the Event; and

(d) that Fightcode retains the right to describe, photograph and/or video record the Event and to reproduce, publish and display the Event on the Application, Fightcode’s portfolios and websites for the purposes of recognition, professional advancement, publicity and to be credited with ownership of the Application in relation to the Event.

8. EVENT CANCELLATIONS ON THE APPLICATION

(a) Without limiting or otherwise affecting the terms of this agreement, you may wish to cancel an Event set out in an accepted Event Listing at any time (Event Cancellation). If an Event Cancellation occurs, all parties involved in an Event, such as the Coaches and Competitors, will be automatically notified.

(b) You acknowledge and agree that upon an Event Cancellation:

(i) all data and information in relation to the deleted Event will be automatically and immediately erased from the Application and cannot be recovered;

(ii) once deleted, Fightcode does not, and is not able to, recover any such data or content and Fightcode recommends that you back up anything important prior to an Event Cancellation; and

(iii) we will not be responsible to you, or any Coach or Competitor, for, any liability for, any cost, loss, damages or expenses arising out the cancellation, termination or any loss of data.

(c) You must ensure that your cancellation policy and refund policy in relation to you or Coaches cancelling an accepted Event Listing is in compliance with all applicable laws, such as the Australian Consumer Law.

9. BYPASSING

(a) You agree that while you are a Promoter on the Application, regardless of the reason that your Account was suspended or cancelled, you will not, either directly or indirectly, solicit or attempt to solicit any business, work, income or other benefit, from any Competitor whom you came to know about, or with whom you provided goods or services to directly or indirectly, by using the Application. This provision will apply whether or not the Coach, Competitor or their representative is still active on the Application.

(b) Fightcode may, in its absolute discretion, cancel your Account and suspend you from using the Application if it finds or suspects that you have breached or are in breach of this clause 9.

10. WARRANTIES

By listing yourself as a Promoter on the Application, posting an Event Listing or accepting a Fight Request, you represent and warrant that:

(a) you are able to fulfil the requirements of the services specified in the Event Listing or Fight Request;

(b) you will provide services to each Coach:

(i) using suitably qualified and trained personnel exercising due care and skill in a professional, efficient, diligent and safe manner, and to the best industry standards; and

(ii) in compliance with all applicable laws; and

(c) any individuals involved in your performance of services to any Coach have not been previously convicted of an indictable offence, and any companies involved in your performance of services have no current legal, criminal, civil or administrative proceedings against them.

11. DISCLAIMERS

11.1 NO AFFILIATION WITH VENUES

(a) Fightcode assumes no responsibility for selecting the location or venue of an Event and Fightcode does not make any warranties as to the suitability of a location or venue for an Event. We are in no way affiliated with or connected to the venues of an Event nor do we endorse any venues of an Event.

(b) If you have any concerns, complaints or issues with an Event, please direct these to the venue itself.

11.2 NO GUARANTEE OF A MATCH

(a) Our Application is an online messaging service built solely for the purposes of allowing Promoters, Coaches and by extension, their Competitors, to be able to connect and communicate with each other.

(b) We, in no way, represent or guarantee that you will able to receive Fight Requests from a Coach and their respective Competitor, nor do we make any representation or guarantee as to the prospect of any Events that you organise.

11.3 NO BACKGROUND CHECKS

(a) While we take all reasonable steps to verify the identity of Coaches and Competitors, we do not make any representation as to a Coaches or Competitor’s character or fitness for a fight.

(b) By communicating with a Coach and their respective Competitor, you do so with the knowledge that we have not conducted any extensive background checks on Coaches or Competitors. We take no responsibility for the actions or behaviour of other Users, whether before, during an Event or afterwards.

12. SUBSCRIPTION CANCELLATION

(a) You may cancel your Subscription for convenience by following the prompts on the Application, or by contacting us in writing. The termination of your Subscription will take effect at the end of the then current Subscription Period or Renewal Period (Cancellation Period).

(b) Any Subscription Fees that would otherwise have been payable during the Cancellation Period will remain payable and, to the maximum extent permitted by law, no Subscription Fees already paid for the Cancellation Period will be refundable.

(c) We will continue to provide you the Application during the Cancellation Period and you may retrieve any necessary data during this time.

(d) Upon termination, you will have limited access to the Application, your Account and your Event Listings (whether past or current) and will be considered terminated in accordance with clause 19 of Part A.

Coaches

Part C       Coaches

1. COACH OBLIGATIONS

1.1 ELIGIBILITY AND QUALIFICATIONS

(a) In accordance with clause 1 of Part A, by registering an Account as a ‘Coach’, you represent and warrant that you are over the age of 18.

(b) By signing up to the Application, you warrant and agree that you hold and possess all required certifications, qualifications, permits and/or licences in your respective jurisdiction (Qualifications), and if requested, will promptly provide Fightcode with evidence of the Qualifications.

(c) You must at all times maintain a valid working with children check, or an equivalent applicable check or permit, in the jurisdiction you will offer your services in if it involves working with minors. Fightcode is under no obligation to confirm the status of your eligibility to work with people under 18 years old. You indemnify Fightcode against any claim that may arise in connection with your eligibility to work with people under 18 years old.

1.2 COACHES DUTIES

By signing up to the Application as a Coach, you warrant and agree:

(a) that it is your responsibility to actively ensure and verify that all Competitors, including the opposing Competitor, provides and maintains the correct information on their Account, including but limited to their age, fight history, competency, and health and fitness level;

(b) that it is your responsibility to actively ensure, verify and to exercise professional judgement that your respective Competitor(s), and the opposing Competitor, in an Event are competent and suitably matched at all times, including in the lead up to the Event and on the day of the Event; and

(c) that your acceptance of these terms and continued use of the Application constitutes your acknowledgement and acceptance of the above undertakings and warranties.

2. EVENT LISTINGS, FIGHT REQUESTS AND FEES

(a) Viewing and submitting a Fight Request on the Application is free.

(b) You acknowledge and agree that:

(i) if you respond to an Event Listing or confirm a Fight Request once a Promoter responds to it, that will constitute your offer and intention to enter into a contract with the Promoter, the other Coach and their respective Competitor; and

(ii) any terms and conditions relating to services provided via the Application are solely between you and the relevant Promoter and do not involve Fightcode in any way, except that such terms and conditions must not be inconsistent with your or the Promoter’s obligations under this agreement. This includes terms relating to fees or the particulars of an Event.

(c) When you submit a Fight Request on the Application, you must: 

(i) only submit requests that are bona fide and accurate, including the true, honest and accurate details of the Competitor, this includes but is not limited to the Competitor’s:

(A) fight history and record including wins, losses and draws;

(B) health and fitness level, such as applicable medical clearance;

(C) registration with any sporting associations, bodies or clubs;

(D) fight sanctions and evidence thereof; and

(ii) truthfully fill out all the information requested by the Application in relation to the Fight Request. 

3. INSURANCE

You acknowledge and agree that as the Coach, you are responsible for obtaining and maintaining insurances to cover all potential liabilities and risks in relation to the provision of your services and your business (if applicable), including but not limited to professional indemnity insurance, public liability and/or event liability insurance.

4. CANCELLATIONS

(a) Fightcode will have no liability or obligation to you if a Promoter, another Coach or a Competitor cancels or otherwise fails to satisfy the conditions of an Event Listing after it has been agreed and you will not be entitled to any compensation from Fightcode in relation to any such cancellation, including any portion of fees from an Event.

(b) If you wish to cancel services specified in an agreed Event Listing, before the Promoter has performed them, you must contact the Promoter. If Fightcode decides to investigate your cancellation, you must provide assistance and information to Fightcode as reasonably requested.

(c) If you cancel a service specified in an agreed Event Listing, whether any relevant fees for the Event paid by you is refundable will depend on the cancellation policy and refund policy of the relevant Promoter.

5. LINKED BUSINESSES AND PROMOTERS

You acknowledge and agree that:

(a) the Application provides links to Promoters owned and operated by third parties that are not under the control of Fightcode;

(b) the provision by Fightcode of listing Promoters does not imply any endorsement or recommendation by Fightcode of any Promoter; 

(c) Fightcode does not examine, determine or warrant the certification and/or licensing, competence, solvency or information of any Promoter, Competitor or any other Coach who uses or is listed on the Application; and

(d) any terms and conditions relating to an Event Listing or quote provided via the Application constitute a contract between you and the Promoter once agreed in accordance with clause 2(b)(i) and do not involve Fightcode in any way.

6. DISCLAIMERS

6.1 NO GUARANTEE OF A MATCH

(a) Our Application is built solely for the purposes of providing a communications platform for Promoters, Coaches and by extension, their Competitors, to be able to connect with each other.

(b) We, in no way, represent or guarantee that you will be able to match with another Coach and their respective Competitor, nor do we make any representation or guarantee as to the prospect of any Events that you and your Competitors participate in.

6.2 NO AFFILIATION WITH VENUES

(a) Fightcode assumes no responsibility for selecting the location or venue of an Event and Fightcode does not make any warranties as to the suitability of a location or venue for an Event. We are in no way affiliated with or connected to the venues of an Event nor do we endorse any venues of an Event.

(b) If you have any concerns, complaints or issues with an Event, please direct these to the Promoter and/or the venue itself.

6.3 NO AFFILIATION WITH PROMOTERS

(a) Fightcode is an independent third party service that provides the Application for Promoters, Coaches and Competitors to connect.

(b) The information on the Application is not to be construed as Fightcode’s endorsement, warranty, or representation of a particular business, its products, services, or business activities.

Fighters

Part D.     Competitors 

1. ELIGIBILITY

(a) Viewing and using the Application as a Competitor is free.

(b) If you are under the age of 18, by registering an Account as a ‘Competitor’, you represent and warrant that:

(i) you are at least over the age of 13; and

(ii) have your parent or guardian’s consent to access and use the Application in accordance with these terms.

(c) If you are over the age of 18, by registering an Account as a ‘Competitor’, you represent and warrant that you are able to satisfy all other requirements set out in this agreement.

2. AVAILABILITY TO FIGHT

(a) You must only list yourself as available to compete or otherwise participate at an Event if you:

(i) are sanctioned to participate in a particular Event;

(ii) are affiliated or otherwise linked to a Coach. You cannot register and participate at an Event provided by the Application if you do not have a Coach;

(iii) have received medical clearance from a qualified medical practitioner that is current as at the date of the relevant Event or as at the date that you will actually participate, and are able to provide such evidence thereof;

(iv) are not pregnant or seriously injured; and

(v) satisfy any other minimum requirements communicated by Fightcode, your Coach or the Promoter.

(b) If you are not available or no longer eligible to participate in any Events, you must mark yourself as ‘Inactive’.

(c) In accordance with clause 14.1(c), Fightcode will not be responsible or liable for any failure to comply with the minimum requirements set out by other Users and this agreement, if other Users such as Promoters or Coaches reject or otherwise fail to accept you for an Event.

3. PROVISION AND COLLECTION OF PERSONAL INFORMATION

(a) By using the Application you consent, to participate (and continue to participate) in the Application and for us to collect and publish your personal information and sensitive information, such as health information, on the Application to Promoters and Coaches (sometimes both as the case may be).  

(b) You also consent to receiving emails, phone calls, SMS messages and social media messages for us to keep you informed about our Services from us and also from Promoters and Coaches.

(c) Our Privacy Policy contains more information about how we use, disclose and store your information as a Competitor and details how you can access and correct your personal information, which can be accessed here.

4. ACKNOWLEDGEMENTS AND DISCLAIMERS

(a) (Assumption of Risk) You understand and acknowledge that participating in an Event may expose you to risk, including accidents, injury, illness or even death. You assume all risk of injuries associated with participation of the Event, including but not limited to, falls, violent contact with other fighters, equipment failure, risks inherent in martial arts, combat sports or related activities, such as high impact injuries, fall injuries, strikes, takedowns, throws, grappling and other defensive tactics techniques, physical risks inherent in exercise and the loss of your personal property, and exclude Fightcode from any liability.

(b) (Personal Injury) You understand and acknowledge that participating in an Event is inherently dangerous and can occasion a range of minor and major injuries, including but not limited to, bumps, bruises, scrapes and scratches, sprains, twists, cramps, fractured bones, broken bones, torn ligaments, and even death. If you are participating in any Event provided by a Promoter, you assume all risk of injuries and/or death associated with your participation and exclude Fightcode from liability.

(c) (Strenuous Exercise/Doctor Consultation) You understand and acknowledge that participating in an Event may involve strenuous physical exercise which may subject you to risk of serious injury or even death. Fightcode recommends you to obtain a physical examination from a doctor before participating in any Event.

5. CANCELLATIONS

Fightcode will have no liability or obligation to you if a Promoter, a Coach (other than your own) or another Competitor cancels or otherwise fails to satisfy the conditions of an Event Listing after it has been agreed and you will not be entitled to any compensation from Fightcode in relation to any such cancellation, including any portion of fees from an Event.