Terms and Conditions

LAWNSMITH APP USER TERMS AND CONDITIONS

1. INTRODUCTION

1.1 The Lawnsmith App is owned and operated by Lawnsmith Australia Pty Ltd (ACN 672 473 040) (Lawnsmith, our, us or we).

1.2 By downloading, using, browsing or accessing the Lawnsmith App, you acknowledge that you have read, understood and accept these Lawnsmith App User Terms and Conditions (agreement), together with our Privacy Policy, and agree to abide by them. If you do not accept this agreement, you must not access and use the Lawnsmith App.

1.3 In this agreement, you and your means the individual who accesses or uses the Lawnsmith App, and whose details are listed in the User Access Portal (and includes anyone acting on your behalf or with your express or implied authority).

2. LAWNSMITH APP

2.1 The Lawnsmith App is an online portal or conduit made available through a mobile application that:

(a) provides users with educational resources, tools, and features to help track lawn care activities, schedule tasks, and access lawn care advice (including a tool tracking activities such as mowing, watering and fertilising) (Services)); and

(b) enables users to purchase lawn care products as displayed, advertised or listed on, or via, the Lawnsmith App (Products).

2.2 By downloading, accessing and using the Lawnsmith App, we grant you a non-exclusive, non-transferable, personal, revocable and non-sublicensable licence to download, install, access and use the Lawnsmith App and the Services for the Subscription Term.

2.3 You must only use the Lawnsmith App for personal and non-commercial purposes. You will not acquire or be entitled to any rights other than those rights expressly set out in this agreement.

3. CHANGES

3.1 We reserve the right to change any provision of this agreement in any way and we may, in our absolute discretion, add, change or remove any function or features of the Lawnsmith App and/or the Services, charge a fee (or change any fees) to access and use the Lawnsmith App and Services, the Purchase Price for Products and any other ancillary products or services offered on, or via, the Lawnsmith App with, or without notice, to you. If we provide you with notice of changes to this agreement, we shall do so either by email or by posting it on the Lawnsmith App.

4. SUBSCRIPTION TERM

4.1 This agreement will commence on the date you download, access and/or register an account on the Lawnsmith App (Commencement Date) and shall continue until terminated in accordance with clause 15(Subscription Term).

5. REGISTRATION AND ACCESS

5.1 To access and use the Lawnsmith App you must create and setup an account on the Lawnsmith App (Account). Your Account will be operated by user name which is your email address (User Name) and password (Password). You can change your Password at any time by accessing the User Access Portal located within the Lawnsmith App.

5.2 To setup an Account on the Lawnsmith App, you must:

(a) be over 18 years of age, and legally able to enter into contractual relations. If you are under the age of 18 years, you may only access and use the Lawnsmith App if you have your parents’/guardians’ permission to access and use the Lawnsmith App. Your continued use of the Account (as the context permits) constitutes an acknowledgement by you that you are: (i) over 18 years of age; or (ii) under 18 years of age, but have your parents’/guardians’ permission to access and use the Lawnsmith App and that your parents’/ guardians’ have agreed to abide by this agreement; and

(b) provide, and keep us up to date, with accurate registration information and Personal Information (including full name and email address). All Personal Information as well as the information you provide to setup your Account is subject to our Privacy Policy.

5.3 In relation to your Account, you are responsible for:

(a) maintaining control over, and the confidentiality of, your Account, User Name and Password;

(b) keeping your Account registration information current, complete, accurate, and truthful. You must not impersonate another account holder or provide false identity information to gain access to or use the Lawnsmith App;

(d) for all activities or transactions that occur using your Account. We are not liable for any loss or damage arising out of, or in connection with, any unauthorised access or use of, your Account, User Name and Password.

6. YOUR GENERAL OBLIGATIONS

6.1 When accessing and using the Lawnsmith App and the Services, you must at all times:

(a) provide us with all necessary co-operation and information to facilitate and provide the Lawnsmith App including (but not limited to) proof of identity;

(b) ensure that all information is true, accurate, and not misleading;

(c) obtain and maintain all hardware, software and communications equipment necessary to download, access, and use the Lawnsmith App;

(d) comply with all Relevant Laws with respect to your obligations under this agreement; and

(e) comply with all of our directions, policies and guidelines advised in writing to you or as displayed on the Lawnsmith App from time to time.

6.2 Although Lawnsmith provides you with access to residential lawn care guides, seasonal lawn care tips and educational resources through the Lawnsmith App and Services, Lawnsmith are not residential lawn care or turf specialists or technicians, and we are not providing you with specialist or bespoke lawn care and maintenance advice. The Lawnsmith App is a mere online resource and tool for users who wish to improve, maintain, monitor and track their lawn and grass areas. We provide you with general information and guidance only and you should exercise your own professional guidance when treating, caring and maintaining your lawn and grass areas. You should seek professional advice from a lawn specialist when necessary. Our role in providing you with access and use of the Lawnsmith App and the Services should be construed strictly in this context only.

6.3 You understand and acknowledge that performing lawn care and maintenance activities as well as using tools, equipment, herbicides and insecticides can involve risk and as a consequence you may suffer personal injury or death. You voluntarily and knowingly assume all risks associated, or in connection with, any tools, equipment, herbicides and insecticides recommended by us or purchased from us through the Lawnsmith App and Services. When using any tools, equipment, herbicides and insecticides you should carefully follow any safety instructions or user guidelines displayed on, or provided with, these products, tools or equipment.

6.4 Lawnsmith will not be liable to you or anyone else if, for any reason, the Lawnsmith App is unavailable at any time or for any period. From time to time, Lawnsmith may suspend or restrict access to all, or some parts of the Lawnsmith App.

6.5 You must not:

(a) introduce, access, store, distribute or transmit any viruses, worms, trojans or other malicious code into the Lawnsmith App;

(b) violate any Lawnsmith IP or any third party service provider’s Intellectual Property Rights;

(c) copy, modify, duplicate, create derivative works from, frame, mirror, republish, transmit or distribute all or any portion of the Lawnsmith App, or any other third party software that you may access or use through the Lawnsmith App, in any way;

(d) access all or any part of the Lawnsmith App and the Services in order to build a product, service or code which competes or reproduces the Lawnsmith App and/or the Services (in full or part);

(e) modify, alter, adapt, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Lawnsmith App in any way, or otherwise learn the source code or algorithms underlying the Lawnsmith App;

(f) license, sell, rent, lease, sub-let, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, encumber or otherwise make the Lawnsmith App and the Services available to any third party; and

(g) use the Lawnsmith App or the Services for any unlawful purpose or other purpose not authorised by Lawnsmith in writing.

7. USER CONTENT

7.1 When you create your Account and when access and use the Lawnsmith App, you will be required to provide User Content to Lawnsmith. You will retain ownership of your User Content and you will have sole responsibility for the legality, reliability, integrity, accuracy and quality of your User Content. To the maximum extent permitted by Relevant Laws, we do not warrant that any User Content published or displayed on the Lawnsmith App by you (or any Content or Third Party Products or Services displayed or published on the Lawnsmith App by a third party service provider) is accurate, complete, reliable, current or error-free, nor do we make any warranty about the standard or quality of any Content, User Content or Third Party Products or Services displayed on, or via, the Lawnsmith App . You (and not Lawnsmith) are solely responsible for the completeness, accuracy, reliability, legality and quality of any User Content published or posted by you (or anyone else on your behalf) on, or via, the Lawnsmith App.

7.2 You grant Lawnsmith a worldwide, non-revocable, non-exclusive, royalty-free, perpetual, transferrable and sub-licensable licence to use, disclose, share, reproduce, store, distribute, publish, export, adapt, edit, translate, produce derivative works from or copy, your User Content (and all Intellectual Property Rights contained therein) for any purpose, including for the purpose of:

(a) enabling Lawnsmith to provide the Lawnsmith App and the Services to you and otherwise perform our obligations and exercising our rights under this agreement;

(b) informing you about Products or other services that Lawnsmith may offer from time to time or in relation to Third Party Products and Services;

(c) complying with a legal requirement, such as a law, regulation, court order, subpoena, warrant, legal proceedings or in response to a law enforcement agency request;

(d) using usage patterns, trends, and other statistical or behavioural data derived from use of the Lawnsmith App for the purposes of providing, operating, maintaining, or improving the Lawnsmith App, the Services or our other products and services; and

(e) sharing User Content with an Affiliate or other third party (with whom Lawnsmith may contract or be affiliated with from time to time) for the purposes of performing or improving the Lawnsmith App.

7.3 Lawnsmith shall use reasonable endeavours to follow its archiving procedures for User Content in accordance with its standard back-up policy from time to time. In the event of any Loss of User Content, your sole and exclusive remedy shall be for Lawnsmith to use reasonable endeavours to restore the User Content, that is lost or damaged, from the latest back-up of User Content, maintained by Lawnsmith.

7.4 Lawnsmith will not be responsible for any Loss, destruction, alteration, corruption or disclosure of User Content caused by your acts or omissions or the acts of omissions of other users of the Lawnsmith App or any third party.

7.5 You agree to make your own enquiries to verify information or data displayed on, or via, the Lawnsmith App (including information or data displayed on Third Party Products and Services) and to assess the suitability of any information, User Content or Content before relying upon such information, User Content or Content. If you choose to rely upon any information or Content displayed or published on, or via, the Lawnsmith App (including User Content and information or data displayed on Third Party Products and Services) you do so at your own risk. We make no representations or warranties that use of the Content, User Content and Third Party Products and Services will not infringe any third party’s Intellectual Property Rights.

8. FEES, PURCHASE PRICE AND PAYMENT

8.1 We do not charge you a fee to download, access and use the Lawnsmith App and Services. However, we reserve the right at any time to charge you a fee to access and use the Lawnsmith App and Services (including any advanced or premium features and functions of the Lawnsmith App) by giving you at least 30 days’ written notice, or by otherwise posting it on the Lawnsmith App or the Website. If you do not agree to pay a fee to access and use the Lawnsmith App and Services (including any advanced or premium features and functions of the Lawnsmith App), you should terminate the agreement in accordance with clause 15, no later than 30 days’ after the date you received written notice of the fee changes or the fee changes were posted on the Lawnsmith App or the Website.

8.2 When you order or purchase Products displayed or advertised on the Lawnsmith App, you will be re-directed to the Website and you will be charged the full price by Lawnsmith for the Products as displayed on the Website (Purchase Price). Our Website Terms of Use govern the sale of the Products to you. The Purchase Price displayed on the Lawnsmith App and Website are current at the time of issue. The Purchase Price and availability of Products (and any ancillary products or services made available to you on, or via, the Lawnsmith App and Website), are subject to change effective immediately upon publication on the Lawnsmith App and Website. You agree to pay the Purchase Price current at the time of payment.

8.3 The Fees (if any) and the Purchase Price is in Australian Dollars and is exclusive of any goods and services taxes, which is payable in addition. To the maximum extent permitted by Relevant Laws and except as otherwise contemplated in this agreement, the Fees (if any) the Purchase Price and all other amounts owing to us under this agreement are non-refundable.

9. INTELLECTUAL PROPERTY

9.1 You acknowledge that Lawnsmith, or our licensors, are the owners of the Lawnsmith App (and any Intellectual Property Rights contained therein) including any information, Content or technology that may be provided to, or accessed by, you in connection with your use of the Lawnsmith App and the Services (including any modifications or enhancements of the foregoing) (collectively, Lawnsmith IP). Accessing and using the Lawnsmith App and the Services does not give you (or anyone else) ownership of, or any right, title or interest in the Lawnsmith IP.

9.2 Ownership of any User Content will vest in the creator of that User Content, excluding Lawnsmith IP.

10. OUR OBLIGATIONS

10.1 Subject to your compliance with the terms of this agreement, during the Subscription Term, Lawnsmith shall use reasonable endeavours to provide you with access to and use of the Lawnsmith App and the Services.

10.2 The undertaking in clause 10.1 shall not apply in the event of:

(a) any non-conformance which is caused, or contributed, by use of the Lawnsmith App contrary to our instructions or the terms of this agreement;

(b) modification or alteration of Lawnsmith App by any party other than Lawnsmith or our duly authorised Personnel;

(c) the unsuitability or malfunction of the computer hardware or computer software used by you in conjunction with which the Lawnsmith App are used;

(d) Force Majeure Events; and

(e) the unsuitability or malfunction of the Lawnsmith App when used in conjunction with any software, apps, applications and tools supplied by a third party provider.

10.3 In the event that Lawnsmith fail to provide you with access and use of the Lawnsmith App and the Services in accordance with clause 10.1, Lawnsmith shall use reasonable endeavours to correct any such non-conformance or provide you with an alternative means of accomplishing the desired performance. The foregoing constitutes your sole and exclusive remedy for any breach of clause 10.1.

11. THIRD PARTY PRODUCTS AND SERVICES

11.1 You acknowledge that the Lawnsmith App may require you to use or access Third Party Products and Services and that you do so solely at your own risk.

11.2 We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of any such Third Party Products and Services, or any transactions completed, and any contract entered into by you, with the owner, licensor or operator of such Third Party Products and Services.

11.3 Lawnsmith recommends that you refer to the third party’s terms and conditions and privacy policy prior to using the relevant Third Party Products and Services.

11.4 Lawnsmith does not endorse, sponsor or approve any Third Party Products and Services used in conjunction with the Lawnsmith App. It is your sole responsibility to determine that specific products or services meet your needs and are suitable for the purposes for which they are used.

11.5 Any rights you may have to access Third Party Products and Services shall be limited to:

(a) the extent of Lawnsmith’s ability to pass on such rights to you; or

(b) the relevant third party licensor terms.

12. NO WARRANTIES

12.1 You acknowledge and agree that, to the maximum extent permitted by Relevant Laws:

(a) Lawnsmith makes no representations, warranties or guarantees in relation to the availability, continuity, reliability, accuracy, currency or security of the Lawnsmith App, the Services, the Products or any other ancillary products or services made available to you on, or via, the Lawnsmith App (including Third Party Products and Services). You acknowledge that the Services, Products or any other ancillary products or services made available to you on, or via, the Lawnsmith App (including Third Party Products and Services) are provided ‘as is’;

(b) it is your responsibility to determine that the Services, Products or any other ancillary products or services made available to you on, or via, the Lawnsmith App (including Third Party Products and Services), meets your specific needs and/or are suitable for the purposes for which they are used or purchased; and

(c) Lawnsmith makes no representations, warranties or guarantees in relation to the standard, availability and quality of the Services and/or Products (including Third Party Products and Services) offered, supplied or made available on, or via, the Lawnsmith App.

12.2 When using the Services and/or Products (including Third Party Products and Services) made available to you through the Lawnsmith App, it is your responsibility to ensure that they are suitable for you.

12.3 While the Content (including User Content and Third Party Products and Services) made available to you through the Lawnsmith App is designed to provide you with resources and tools to improve and maintain your lawn and grass areas, you acknowledge and agree that Lawnsmith does not warrant, represent or guarantee that by using the Lawnsmith App, the Services, and/or the Products offered through the Lawnsmith App (including Third Party Products and Services), there will be a material improvement in the health of your lawn or grass areas, or that you will achieve your desired lawn care or maintenance outcomes or goals. You are solely responsible for setting your own lawn care and maintenance goals and taking the required or necessary steps to achieve such goals.

12.4 To the maximum extent permitted by Relevant Laws, Lawnsmith excludes all express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), in connection with the Lawnsmith App, the Services, the Products and Third Party Products and Services.

12.5 Nothing contained in this agreement excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other international, national, State or Territory legislation where to do so is unlawful.

12.6 You acknowledge, and agree that to the maximum extent permitted by Relevant Laws, Lawnsmith makes no representation, warranty or guarantee in relation to the availability, continuity, reliability, accuracy, currency, validity or security of the Lawnsmith App, the Services and/or the Products (or any Content, User Content and Third Party Products and Services generated or made available through the Lawnsmith App) and Lawnsmith will not be liable if the Lawnsmith App becomes unavailable for any reason, including directly, or indirectly as a result of:

(a) telecommunications unavailability, interruption, delay, bottleneck, failure or fault;

(b) negligent, malicious, wilful acts or omissions of third parties (including third party service providers) or other users;

(c) maintenance or repairs carried out by Lawnsmith or any third party service provider in respect of any of the systems used in connection with the provision of the Services or the Lawnsmith App;

(d) services provided by third parties (including internet service providers) ceasing or becoming unavailable; or

(e) a Force Majeure Event.

12.7 You acknowledge that, to the maximum extent permitted by Relevant Laws, Lawnsmith does not make any warranty or representation that:

(a) your access to, and use of, the Lawnsmith App will be uninterrupted, virus-free or error-free; and/or

(b) the Lawnsmith App, the Services and/or the Products (or any Content, User Content or Third Party Products and Services) will be accurate, complete, reliable, current or is suitable for any particular purpose or use under any specific conditions, and so is provided on an “as is” basis.

12.8 You acknowledge that your access to, and use of, the Lawnsmith App and the Services (including Content, User Content or Third Party Products and Services) may be interrupted or unavailable during scheduled or unscheduled maintenance.

13. LIMITATION OF LIABILITY

13.1 To the maximum extent permitted by Relevant Laws, Lawnsmith will not be liable to you or any third party for:

(a) any Claims or Losses (including Consequential Loss); or

(b) loss of, or damage to, any property or any personal injury, illness or death to you, any third person,

arising out of, relating or connected to, the provision or use of the Lawnsmith App, the Services, the Products (including the Content, User Content and/or Third Party Products and Services generated or made available through the Lawnsmith App or the Services) and this agreement, regardless of the cause of action on which they are based, even if advised of the possibility of such damage occurring.

13.2 All risk in using the Lawnsmith App passes to you upon creating an Account or otherwise using the Lawnsmith App (whichever is earlier). Lawnsmith assumes no responsibility and Lawnsmith has no liability to you or anyone else for any use of, or reliance on, any Content, User Content, Products, Services and/or Third Party Products and Services obtained or generated from your access to, and use of, the Lawnsmith App.

13.3 To the maximum extent permitted by Relevant Laws, under no circumstances will Lawnsmith’s aggregate liability to you or anyone else, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, exceed $10 or the amount you paid to Lawnsmith under this agreement in the one month immediately preceding the date on which the Claim giving rise to such liability arose (whichever is greater).

13.4 You agree to defend, indemnify and hold Lawnsmith, our Affiliates and our Personnel (collectively, the Indemnified) harmless from and against any and all Claims or Losses, that may be brought against the Indemnified or which the Indemnified may pay, sustain or incur as a direct or indirect result of or arising out of:

(a) your access to, and use of, or reliance on the Lawnsmith App, the Services and/or the Products made available to you through the Lawnsmith App (including the Content, User Content and Third Party Products and Services);

(b) any breach of our or any third party’s Intellectual Property Rights or other rights caused by you; or

14. PRIVACY

All Personal Information you provide to open an Account and any User Content you upload, generate, share, or publish on, or via, the Lawnsmith App, is subject to Lawnsmith’s Privacy Policy, which is incorporated into this agreement. Lawnsmith will not share, sell or disclose your User Content to any third party. You warrant that, in relation to any Personal Information comprising User Content or any other information disclosed to Lawnsmith on, or via, the Lawnsmith App:

(a) it has been collected in accordance with Privacy Laws;

(b) you have the authority to upload, post, publish or otherwise transmit such information on, or via, the Lawnsmith App; and

(c) you have obtained the informed consent of the individuals who are the subject of such Personal Information in order for Lawnsmith to use, disclose, store, transfer, process or handle it.

15. TERMINATION

15.1 During the Subscription Term you may terminate this agreement at any time by deleting your Account using the:

(a) ‘delete Account’ function in the Lawnsmith App; or

(b) ‘delete Account’ link on the Website. To delete your Account through the Website you must submit your full name and email address to us and your Account will be deleted within 30 days from the date you submit your request to delete your Account through the Website.

15.2 Lawnsmith may terminate the agreement any time (without liability to you) by giving you 14 days’ written notice.

15.3 You agree that Lawnsmith may, at any time and at our sole discretion, with or without cause or any notice to you, terminate, suspend or block your access to (either temporarily or permanently):

(a) your Account and/or the User Access Portal; and/or

(b) the Lawnsmith App and the Services;

(d) any Products offered for sale on, or via the Lawnsmith App (including Third Party Products and Services).

15.4 Cause for such suspension or termination under clause 15.3 may include, but are not limited to:

(a) any serious or repeated breaches or violations of this agreement, our policies and guidelines (including our Privacy Policy);

(b) serious or repeated breaches or violations of Lawnsmith’s or a third party service providers’ Intellectual Property Rights;

(c) your activities, conduct or transactions on, or, via, the Lawnsmith App, brings, or has the capacity to bring, Lawnsmith into disrepute;

(d) requests by law enforcement or other government agencies; or

(e) the Lawnsmith App and Services being discontinued.

15.5 You agree that all such suspensions or terminations shall be made at Lawnsmith’s sole discretion and that Lawnsmith shall not be liable to you or any third party for any such suspension or termination.

16. EFFECT OF TERMINATION

16.1 On termination of this agreement for any reason:

(a) Lawnsmith will disable your Account and your User Content will no longer be accessible by you through the Lawnsmith App. All User Content (such as your lawn activity tracking data) will be permanently and securely destroyed within 30 days of the effective termination of this agreement; however, Lawnsmith will be required to retain Personal Information (including basic registration information) in accordance with documentation retention and destruction laws. If you wish to retain a copy of your User Content, you must, no later than seven days after the effective termination of this agreement, make a written request for delivery to you of the then most recent back-up of User Content. We shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of its receipt of such a written request;

(a) all licences to access and use the Lawnsmith App granted under this agreement will immediately terminate; and

(b) you should delete the Lawnsmith App from your mobile device.

17. FORCE MAJEURE

Lawnsmith will not be responsible to you (or anyone else) if Lawnsmith are prevented from or delayed in performing our obligations by acts, events, omissions or accidents beyond our reasonable control, including but not limited to, acts of God, governmental actions, shipping, postal or other relevant transport strike, failure or accident, lockouts or other labour difficulty, war or national emergency, acts of terrorism, fire, explosion, flood, an act or omission of a third party, epidemic, pandemic, mandatory government shutdown or lockdown, shortage of or inability to obtain any necessary materials, equipment, facilities or services, the failure of performance provided by others, hacker attacks, denial of service attacks, internet interruption or virus, accidents or breakdown of plant, machinery, software, hardware or communication network, or default of hosting or data centre providers (Force Majeure Event).

18. DISPUTE RESOLUTION

18.1 Any party claiming a dispute exists under the agreement must notify the other party in writing of the nature of the dispute (Dispute Notice), except where urgent interlocutory relief is being sought.

18.2 The parties must in good faith attempt to resolve any dispute between them.

18.3 If the dispute cannot be resolved within 30 days of receipt of a Dispute Notice, either party may commence legal proceedings in relation to the dispute.

18.4 Each party must continue to perform its obligations under this agreement notwithstanding the existence of any unresolved disputes.

19. UPDATES AND VARIATIONS

19.1 Without notice to you, Lawnsmith may, at our absolute discretion, from time to time:

(a) change, add or delete the functions, features, performance, or other characteristics of the Lawnsmith App and Services;

(b) change or remove any Products offered for sale on, or via, the Lawnsmith App; and/or

19.2 You acknowledge that the Content on the Lawnsmith App is subject to change at any time and may be out of date at any given time. Lawnsmith are under no obligation to:

(a) update, correct or fix any Content, User Content, faults or errors in the Lawnsmith App and the Services. However, we may, at our absolute discretion, provide you with standard user support services during Business Hours; and/or

(b) notify you of any changes to the Content, User Content, the Lawnsmith App or the Services, unless required by a Relevant Law to do so.

19.3 Some of the provisions contained in this agreement may also be superseded by provisions or notices published elsewhere on the Lawnsmith App. Any changes are effective immediately upon posting to the Lawnsmith App. Your continued use of Lawnsmith App thereafter constitutes your acceptance of all such changes to the agreement.

19.4 Please read this agreement before using the Lawnsmith App as the agreement may have changed since the last time you accessed and used the Lawnsmith App. If you do not agree to any change, then you must immediately stop using the Lawnsmith App.

20. SEVERABILITY

If any provision in this agreement is found to be invalid or unenforceable by a court of law, such invalidity or unenforceability will not affect the remainder of this agreement which will continue in full force and effect.

21. RELATIONSHIP

No agency, principal-agent, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created between you and us by this agreement.

22. ASSIGNMENT

Neither party shall, without the prior written consent of the other party (which will not be unreasonably withheld), assign or transfer all or any of its rights or obligations under this agreement, except that Lawnsmith may assign, sell or transfer our rights or obligations under this agreement to an Affiliate or bona fide third party purchaser of Lawnsmith’s business.

23. ENTIRE AGREEMENT

This agreement, and any other documents referred to in it, represent the entire agreement between us and you in relation to the subject matter and supersedes any previous arrangements, agreements, representations, understandings or statements (whether verbal, in writing, or in some other format).

24. JURISDICTION AND APPLICABLE LAW

The laws of the State of Queensland, Australia govern this agreement. You agree to submit to the exclusive jurisdiction of the Courts of Queensland, Australia.

25. DEFINITIONS

In this agreement, the following words shall have the following meanings:

(a) Account has the meaning in clause 5.1.

(b) Affiliate means in relation to any party, a person which, directly or indirectly, (i) is Controlled by that party; or (ii) Controls that party; or (iii) is Controlled by a person referred to in (ii) above, and for this purpose Control means the power of a person to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership agreement or other document regulating such person) that the affairs of another are conducted in accordance with its wishes.

(d) Business Hours means 9:00am to 5:00pm local time on Business Days.

(e) Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature whether present or future, fixed or unascertained, actual or contingent, at law, in equity, under statute or otherwise.

(f) Commencement Date has the meaning in clause 4.1.

(g) Content means all:

(i) the information, text, materials, graphics, logos, button icons, images, video and audio clips, trade marks (whether registered or not), layout, arrangement, graphical user interface, look and feel, databases, functionality and control features of the Lawnsmith App; and

(ii) lawn care guides, educational resources and lawn care activity tracking tools.

(h) Consequential Loss means the following, however arising and even if it is reasonably contemplated by the parties on the Commencement Date as a likely result of breach of the agreement:

(i) direct, indirect, consequential, incidental, special, remote or unforeseeable loss, damage, cost or expense;

(ii) loss of revenue, profit, income, bargain, opportunity (including professional and career opportunities), use, production, customers, business, contract, goodwill, or anticipated savings, loss caused by business interruption, or the cost of obtaining new financing or maintaining existing financing, loss of or corruption to data, loss of use of data, loss of amenities or loss of enjoyment;

(iii) costs or expenses incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by a third party; or

(iv) loss or damage of the nature set out above in clauses (i) to (iii) (inclusive) that is incurred or suffered by or to a third party.

(i) Intellectual Property Rights means designs, copyright, trade marks, patents, operations, software or systems, trade names and domain names, rights in goodwill, rights in confidential information or other intellectual property rights, whether under statute, common law, equity, and whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights and all similar rights which subsist or will subsist now or in future in any part of the world.

(j) Lawnsmith, our, us or we has the meaning in clause 1.1, and where the context permits, includes our Personnel and Affiliates.

(k) Lawnsmith App means the software made available through a mobile application, and used by Lawnsmith to provide you with Services, including the application and database software for the Services, the system and server software used to provide the Services, the computer hardware on which that application, database, system and server software is installed, and all Intellectual Property Rights contained therein, provided or otherwise made available by us on, or via, the Lawnsmith App.

(l) Lawnsmith IP has the meaning given to it by clause 9.1.

(m) Loss means loss, damage, liability, charge, expense, outgoing, payment or cost of any nature or kind, including all legal and other professional costs including Consequential Loss.

(n) Password has the meaning given to it by clause 5.1.

(o) Personal Information has the same meaning that it has under Privacy Laws, namely information or an opinion about an identified individual or an individual who is reasonably identifiable, whether the information or opinion is true or not and recorded in a material form or not.

(p) Personnel means any director, officer, employee, contractor or agents, of a party (in your case, includes any person acting for or on your behalf)

(q) Privacy Laws means any applicable laws and codes of practice dealing with privacy, including the Privacy Act 1988 (Cth) (as amended), the Australian Privacy Principles and any other legislation, codes and policies relating to the handling of Personal Information.

(r) Privacy Policy means our privacy policy available on the Lawnsmith App or Website or such other web address notified by us to you from time to time), which is incorporated into this agreement.

(s) Products has the meaning in clause 2.1(b).

(t) Purchase Price has the meaning in clause 8.2.

(u) Relevant Laws means any relevant rules of common law, principles of equity, international, federal, state and local laws, statutes, rules, regulations, proclamations, ordinances and by-laws and other subordinate legislation, rulings, or legal requirements and Privacy laws, anywhere in the world.

(v) Services has the meaning in clause 2.1(a).

(w) Subscription Term has the meaning in clause 4.1.

(x) Third Party Products and Services means any software, products, services or content (including all Intellectual Property Rights contained therein) that:

(i) are provided by third party providers;

(ii) interoperate with the Lawnsmith App; or

(iii) may be identified as third party products or services.

(b) User Access Portal means the portal provided to you to access and use the Lawnsmith App and the Services.

(y) User Name has the meaning given to it by clause 5.1.

(z) User Content means all data, information, content, materials and Personal Information:

(i) uploaded to, or stored on, the Lawnsmith App by you;

(ii) transmitted by the Lawnsmith App at your instigation;

(iii) supplied by you to Lawnsmith for uploading to, transmission by, or storage on, the Lawnsmith App; or

(iv) generated by the Lawnsmith App as a result of the use of the Services by you,

but excluding Lawnsmith IP.

(aa) Website means the website located at www.lawnsmith.com.au and any other website notified by us from time to time.

(bb) Website Terms of Use means terms of service that govern the use of our Website.

(cc) you or your has the meaning in clause 1.3.