Terms of Use

Last updated June 2015

Welcome to Mystro, an online business management, scheduling and booking software service designed especially for Health, Wellness and Fitness Professionals. These Terms of Use are intended to explain our obligations as a service provider and Your obligations as a customer. Please read them carefully.

These Terms set out the Agreement between Mystro and You and are binding on any use of the Service and apply to You from the time that Mystro provides You with access to the Service.

These Terms are not intended to be all-inclusive. The Mystro Service will evolve over time based on user feedback. Mystro reserves the right to change these Terms at any time, effective upon the posting of modified Terms and Mystro will make every effort to communicate these changes to You via email or notification via the Website. It is likely the Terms of Use will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent Terms available on the Website. These Terms are binding on any use of the Software and apply to You from the time that Mystro provides You with access to the Software.

By registering to use the Service You acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom You use the Service.

1. Definitions

"Agreement"
means Terms of Use.

"Business Day"
means a day which is not a Saturday, Sunday or bank or public holiday in Queensland, Australia.

"Access Fee"
means the monthly subscription fee payable by You in accordance with the fee schedule set out on the Website (which Mystro may change from time to time on notice to You).

"Confidential Information"
includes all information exchanged between the Parties to this Agreement, whether in writing, electronically or orally, including the Service but not including information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

"Data"
means any Data inputted by You or with Your authority into the Website.

"Intellectual Property Right"
means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

"Service"
means the online business management, scheduling and booking software service made available (and may be changed or updated from time to time by Mystro) via the Website and includes any instructions in hard copy or electronic form and any update, modification or release of any part of that Service after this Agreement is entered into by the Parties.

"Website"
means the Internet site at the domain mystro.co or any other site operated by Mystro.

"Mystro"
means Mystro Pty Ltd (ABN Trading as Mystro) and all current and future global subsidiaries of Mystro Pty Ltd.

"Invited User"
means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.

"Subscriber"
means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.

"You"
means the Subscriber, and where the context permits, an Invited User. "Your" has a corresponding meaning.

"Active Team Member"
means any additional user or service provider that has been set as 'active' in Your account during Your billing cycle.

"Parties"
means the Parties agreeing to these Terms.

2. Use of Software

Mystro grants You the right to access and use the Service via the Website according to Your subscription type. This right is non-exclusive, non-transferable, limited by, and subject to this Agreement. As a condition of these Terms, when accessing and using the Services, You acknowledge and agree that:

• the Service will be used by You and any Invited User’s in accordance with the Service’s normal operating procedures as notified by Mystro to You from time to time;
• You wish to receive account-related, promotional, and other occasional emails from Mystro.
• the Subscriber is responsible for all Invited Users use of the Service;
• unless authorised by these Terms, You will not attempt to copy, modify, reproduce, adapt, disassemble, decompile, reverse engineer or otherwise alter any computer programs used to deliver the Services to operate the Website except as is strictly necessary to use either of them for normal operation;
• any warranties, so far as they relate to You, are true at all times during the term of these Terms; and
• this right is non-exclusive, non-transferable, limited by, and subject to these Terms.

3. Fees and Payment

Credit card security: Credit card security is implemented using https (256-bit encryption) on all transactions. Credit card details are not stored within the Services. Your credit card details are stored within Stripe, a trusted and secure payment gateway used by Mystro for payment processing. Stripe has been audited by a PCI-certified auditor, and is certified to PCI Service Provider Level 1. This is the most stringent level of certification available. Decryption keys are stored on separate machines. None of Stripe's internal servers and daemons are able to obtain plaintext card numbers. Stripe's infrastructure for storing, decrypting, and transmitting card numbers runs in separate hosting infrastructure, and doesn't share any credentials with Stripe's primary services (API, website, etc.)

Access fees: The Access Fee will be charged monthly, in arrears, if You are using a paid account. An invoice for the Access Fee will be issued each month at the end of Your 30 day billing cycle from the date that You entered Your payment credentials in Your Mystro account. If You enter Your payment credentials during Your 30 day free trial, any remaining days left on Your trial will be carried out before Your billing cycle will commence. All Mystro invoices for paid accounts will include the Access Fee for costs accumulated during the month prior. The Access Fee will include the cost for You as the account administrator, in addition to all Active Team Members added to Your account. In order to keep Your account open, You will need at least one account administrator. Mystro will continue invoicing You monthly until this Agreement is terminated. If this Agreement is terminated, Your Access Fee accumulated for the month prior will need to be finalised. All Mystro invoices will be sent to You and will be available for viewing in the ‘Billing’ section of Your account. Payment will be deducted from Your registered credit card on the invoice due date. Fees are billed in Your country's currency (unless otherwise stated on the Pricing page of the Website) and are inclusive of taxes, levies or duties imposed by the tax authorities. If You are an Australian organisation, You will be liable to pay GST on top of the monthly Access Fee.

Preferential pricing or discounts: You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of Your use of the Service. Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fees. Without prejudice to any other rights that Mystro may have under these Terms or at law, Mystro reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Service in the event that any invoices for those Access Fees are not paid in full by the due date for payment.

Upgrading or downgrading: When downgrading Your account to the free version, which grants up to 10 customers, Your Access Fee accumulated for the current month will need to be finalised before downgrading. You will also need to reduce Your customers to the limit that the free version allows, which is 10 customers. When upgrading Your account, Your billing cycle will commence on the same day and You will be billed in arrears at the end of Your 30 day billing cycle. Mystro will not provide any refund for any amounts paid. Downgrading Your account may cause the loss of access, content, Data or features of the Service. Mystro does not accept any liability for such loss.

SMS notifications: SMS notifications is an optional feature that can be enabled or disabled. SMS credit packs can be purchased upfront and the credits used to send SMS notifications to Your customers and service providers. An invoice will be generated and sent to You for SMS pack purchases. You can opt to have Your SMS pack automatically recharged to a desired credit pack once You reach Your nominated recharge level. If You are an Australian organisation, You will be liable to pay GST and all SMS packs are GST inclusive. SMS packs are non-refundable once purchased.

4. Your Obligations

General obligations: You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Mystro or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so You must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all Terms of this Agreement that apply to You.

Access conditions: You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Mystro of any unauthorised use of Your passwords or any other breach of security and Mystro will reset Your password and You must take all other actions that Mystro reasonably deems necessary to maintain or enhance the security of Mystro’s computing systems and networks and Your access to the Services.

As a condition of these Terms, when accessing and using the Services, You must:

• not attempt to undermine the security or integrity of Mystro’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
• not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
• not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
• not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
• not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.

Communication conditions: As a condition of these Terms, if You use any communication tools available through the Website (such as the Knowledge Base, Forums, Support Ticketing or Live Chat at Mystro Help & Support), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).

When You make any communication on the Website, You represent that You are permitted to make such communication. Mystro is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. You must exercise caution when using the communication tools available on the Website. However, Mystro reserves the right to remove any communication at any time in its sole discretion.

5. Confidentiality

Subject to clause 4.2, You agree:

• not to disclose the Confidential Information to any third party at any time;
• to use Your best endeavours to protect the Confidential Information from any unauthorised disclosure;
• only to use the Confidential Information for the purpose for which it was disclosed by Mystro and not for any other purpose; and
• to be responsible for and assume liability in relation to all of its employees, agents, consultants and contractors to whom Confidential Information is disclosed and ensure that they maintain the confidentiality of the Confidential Information and otherwise comply with the obligations set out in these Terms.

Your obligations set out in clause 4.1 do not apply to Confidential Information:

• that is already in the public domain, except as a result of the actions of Your breach of these Terms; and/or
• that must be disclosed by law, provided that the You only reveal so much of the Confidential Information as You are required by law to disclose and give sufficient notice to Mystro in order to allow Mystro to object to, or otherwise prevent, the Confidential Information being disclosed.

Each party’s obligations under this clause will survive termination of these Terms. Therefore if You cease to be a customer of Mystro this clause will remain in place and enforceable.

6. Privacy

Mystro maintains a Privacy Policy that sets out the Parties’ obligations in respect of personal information. Please read the Privacy Policy at mystro.co/privacy and You will be taken to have accepted that policy when You accept these Terms.

7. Intellectual Property

General: All Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Mystro.

Ownership of Data: All Intellectual Property Rights in the Data remain Your property. However, Your access to the Data is contingent on full payment of the Mystro Access Fee when due. You grant Mystro a licence to use, copy, transmit, store, and backup Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to the provision of services to You.

Backup of Data: You must maintain copies of all Data inputted into the Service. Mystro adheres to its best practice policies and procedures to prevent Data loss, including a daily system Data backup regime, but does not make any guarantees that there will be no loss of Data. All uploaded Data is stored using Amazon S3, a service designed to provide 99.999999999% durability of objects over a given year. This durability level corresponds to an average annual expected loss of 0.000000001% of objects. For example, if You store 10,000 objects with Amazon S3, You can on average expect to incur a loss of a single object once every 10,000,000 years. In addition, Amazon S3 is designed to sustain the concurrent loss of data in two facilities. Mystro expressly excludes liability for any loss of Data no matter how caused.

Third-party applications and Your Data: If You enable third-party applications for use in conjunction with the Services, You acknowledge that Mystro may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. Mystro shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

8. Acknowledgement, Warranties and Representations

Authority: You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.

You acknowledge, agree, warrant and represent that:

• You have legal capacity, power and authority to agree to the Terms and use the Service;
• that Mystro owns all Intellectual Property Rights in the Service and by entering into these Terms title and/or ownership of the Service has not been transferred to You;
• the provision of, access to, and use of, the Services is on an "as is" basis and at Your own risk;
• Mystro does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Mystro is not in any way responsible for any such interference or prevention of Your access or use of the Services;
• if Mystro wishes to provide You with an update of the Service then You will facilitate the provision of such update by giving any assistance to Mystro that Mystro reasonably requires;
• Mystro may pursue any available equitable or other remedy against You as a result of a breach by You of any provision of these Terms; and
• it is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.

No warranties: Other than as set out in these Terms, Mystro makes no warranties or representations in relation to the Service. Without limiting the foregoing, Mystro does not warrant that the Service will meet Your requirements or that it will be suitable for any particular purpose.

Consumer guarantees: You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.

9. Liability and Indemnity

Other than as provided in these Terms, You will at all times indemnify Mystro from and against: all claims, liabilities, costs, damages, losses and expenses arising out of or in any way connected with any proceedings commenced against Mystro where such claims, liabilities, costs, damages, losses or expenses were caused by a breach by You or Your obligations under these Terms or any act or omission of You that is negligent, unlawful or wilful.

To the maximum extent permitted by law, Mystro excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.

If You suffer loss or damage as a result of Mystro’s negligence or failure to comply with these Terms, any claim by You against Mystro arising from Mystro’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.

If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with clause 10.

10. Cancellation and Termination

Termination: Termination of these Terms pursuant to this clause 10 will not release You from any rights or liabilities accrued prior to termination or which would have accrued as a result of an act or omission prior to termination but for the termination of this Agreement.

Trial policy: When You first sign up for access to the Services, You can evaluate the Services free for 30 days under the defined trial usage conditions, with no obligation to continue to use the Services. A credit card is not required to trial the Services. If You choose to continue using the Services thereafter, You can opt to use the Services for free, which grants You up to 10 customers, or, if continuing on a paid account, You will be billed 30 days from the day You first added Your payment credentials to Your Mystro account for the costs accumulated during Your billing cycle, as defined in 'Access fees' in the Fees and Payment section. If You enter Your payment credentials during Your 30 day free trial, any remaining days left on Your trial will be carried out before Your billing cycle will commence.

If You elect to use the Services for the trial period and do not select one of the Services' free or paid accounts before the end of the trial period, Your trial for the Services will expire at the end of the trial period and shall not auto-renew. Your account, including all of Your content and Data, will be deleted 90 days after Your trial expires if You have not returned to continue using Your account. Some Data entered into the Services by You or received by You in connection with Your use of the Services, and some customisations that may be made to the Services by You during the free trial period, may be permanently lost if You choose to downgrade to the free account as this includes limited customers.

Notwithstanding anything to the contrary in this Agreement, during the free trial the Services are provided "as-is", "as-available", without any warranty whatsoever.

No-fault termination: These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as the previous period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.

Cancellation policy: You are responsible for the cancellation of Your account. You can cancel Your account at any time through the subscription area of the Service. Email or phone requests to cancel Your account are not considered a cancellation. If You cancel Your account before the end of Your current pre-paid month, the Service will end immediately and You will not be charged again. When cancelling Your account, all of Your content and Data will be deleted immediately after cancellation or termination of Your account. This information cannot be recovered once cancellation takes place. It is recommended You use the export functionality of the Services prior to cancellation to retain any information You may require.

Failure to pay: Failure to pay Your Access Fee will result in Your account being suspended. If payment fails, You will receive a reminder via email notifying You that billing will take place in 3 days. A second reminder will be sent on the billing date. If payment fails a second time, Your account will be suspended. A suspended account can be reactivated by supplying valid payment credentials and resuming Your subscription. Accounts are suspended for a maximum of 90 days before the account may be terminated by Mystro. Mystro shall not be responsible for any loss You suffer as a result of such suspension or termination.

Breach: If You:

• breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
• breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are more than 30 days overdue); or
• You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction.

Mystro may take any or all of the following actions, at its sole discretion:

• terminate this Agreement and Your use of the Services and the Website;
• suspend for any definite or indefinite period of time, Your use of the Services and the Website;
• suspend or terminate Your use of the Services and access to all or any Data;
• take either of the actions in sub-clauses (a), (b) and (c) of this clause 10.7 in respect of any or all other persons whom You have authorised to have access to Your information or Data.

11. Help & Support

Technical problems: In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Mystro. If You still need technical help, please check the support provided online by Mystro on the Website or, failing that, email Mystro. Mystro may need to access Your account and all Data at any time, without notice, to respond to service or technical issues.

Service availability: Whilst Mystro intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason Mystro has to interrupt the Services for longer periods than Mystro would normally expect, Mystro will use reasonable endeavours to publish in advance details of such activity on the Website. Mystro is not liable for Service delays or failure if such delay or failure is due to an event or circumstance beyond its control.

12. General Provisions

Assignment: These Terms are personal to the Parties. You must not assign, transfer or deal with the whole or any part of its rights and/or obligations under these Terms without the prior written consent of Mystro.

Notices: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Mystro must be sent to [email protected] or to any other email address notified by email to You by Mystro. Notices to You will be sent to the email address, which You provided when setting up Your access to the Service.

Waiver or variation of rights: Any failure or delay by Mystro in exercising a power or right (either wholly or partially) in relation to these Terms does not operate as a waiver or Mystro from exercising that power or right or any other power or right. Mystro is not liable for any loss, cost or expense that may have been caused or contributed to by the failure, delay, waiver or exercise of a power or right.

Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

Powers, rights and remedies: Except as expressly stated to the contrary in these Terms, the powers, rights and/or remedies of a party under these Terms are cumulative and are in addition to any other powers, rights and remedies of that party. Nothing in these Terms merges, extinguishes, postpones, lessens or otherwise prejudicially affects any power, right, or remedy that a party may have at any time against the other party to these Terms or any other person.

Consents and approvals: Where these Terms provide that a party may conditionally or unconditionally give or withhold any consent or approval in relation to any matter in these Terms, that party may in its absolute discretion, and without being obliged to give reasons for doing so, withhold any consent or approval or give consent or approval conditionally or unconditionally.

Further assurance: Each party must from time to time and in a timely manner do all things reasonably required of it by another party to give effect to this Agreement.

Relationship of the Parties: This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

Rights of third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

Entire Agreement and understanding: In respect of the subject matter of these Terms:

• these Terms contain the entire understanding between the Parties;
• all previous oral and written communications, representations, warranties or commitments are superseded by these Terms and do not affect the interpretation or meaning of these Terms; and
• each of the Parties has relied entirely on its own enquiries before entering into these Terms.

Governing law and jurisdiction: This Agreement is governed by the laws of Queensland, Australia. Each party irrevocably and unconditionally submits to the non exclusive jurisdiction of the courts of Queensland, Australia.