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Terms and Conditions


You acknowledge and agree to the following terms and conditions which constitute the Members Terms and Conditions:

1

Members Terms and Conditions

(i)

By ticking the box to indicate that you have read, understood and accepted the Members Terms and Conditions and having registered with and having paid the annual subscription fee to Tonic Australia Enterprises Pty Ltd you (as "Member") have entered into a binding legal agreement between you and Tonic Australia Enterprises Pty Ltd. The Members Terms and Conditions constitute the terms of this legal agreement.

(ii)

You have provided accurate and complete registration information.

(iii)

You are an individual person (not to be understood as including a corporation)

(iv)

You are a health care professional.

(v)

You are 18 years of age and over.

2

Members Content

(i)

The 'Members Content' means that part of this website (the “Site”) that Tonic Australia Enterprises Pty Ltd authorises as being only available to Members and includes but is not limited to text, graphics, images, information and other material published on that part of the Site.

(ii)

Members gain access to Members Content after entering a valid username and password and accepting the Members Terms and Conditions.

(iii)

Each Member is granted a non-exclusive, non-transferable, revocable, limited licence to access and use the Members Content in accordance with the Members Terms and Conditions (the 'Licence')

(iv)

Tonic Australia Enterprises Pty Ltd may terminate the Licence at any time for any reason.

(v)

Only Members may access the Members Content section of the Site. Any person not being a Member who accesses or uses any part of the Members Content may be prosecuted by law. The downloading of any part of the Members Content by a person other than a Member constitutes theft, is a breach of copyright and may be prosecuted by law.

3

Use of Site

Without limiting your obligations under other of the Members Terms and Conditions, you agree not to:

(i)

engage in any activity that is unlawful, harmful or threatening, tortuous, invasive of another’s privacy, or is otherwise objectionable;

(ii)

misrepresent information about yourself, including your identity (whether by giving a fictitious name or the name of another person), contact details, qualifications, affiliation with any entity and the like;

(iii)

misrepresent yourself as the owner or unauthorized licensee of the intellectual property in any work forming part of or linked to the Site including the Members Content;

(iv)

transmit or otherwise deal with any work forming part of or linked to the Site including the Members Content that infringes the intellectual property of any person, including Tonic Australia Enterprises Pty Ltd;

(v)

knowingly transmit any material that contains software viruses or the like that may limit the functionality of any software or hardware or other equipment;

(vi)

do anything which may impair the functionality of the Site;

(vii)

to breach any relevant law in the jurisdiction where you operate;

(viii)

breach any of the Members Terms and Conditions, including any directions forming part of the Site;

(ix)

do anything which may damage the reputation of Tonic Australia Enterprises Pty Ltd, its employees or its Related Entities;

Without limiting available remedies, Tonic Australia reserves the right to cancel the membership of any person who engages in the above breaches or in breaches of any other of the Members Terms and Conditions. On such cancellation, Tonic Australia Enterprises Pty Ltd may take any necessary action, including any cancellation of any username and password.

4

User Name and Password

(i)

A Member's username and password is solely for use by that Member.

(ii)

Tonic Australia Enterprises Pty Ltd does not permit access through a single username and password being made available to multiple users. You are responsible for preventing such unauthorized use. If you believe there has been unauthorized use, you must immediately notify Tonic Australia Enterprises Pty Ltd.

(iii)

Any Member that shares or distributes their username and password to any other person may have their membership terminated immediately and may be liable for legal costs and damages and/or revenues lost due to their conduct.

5

Term and Termination

(i)

The agreement commences on the day the Member receives written confirmation from Tonic Australia Enterprises Pty Ltd that he or she is a Member and continues:

  1. for the period the Member has paid its subscription fee and 7 days after this period ends in which the Member must pay its re-newal Membership subscription fee (after which time the agreement comes to an end); or

  2. it is terminated by Tonic Australia Enterprises Pty Ltd.


whichever is earlier.

(ii)

This agreement may be terminated at any time and without notice by Tonic Australia Enterprises Pty Ltd in its sole discretion for any reason including but not limited to where a Member has breached any of the Members Terms and Conditions, whether express or implied.

6

Intellectual Property

(i)

The content of the Site including the Members Content is protected by copyright under Australian and foreign laws.

(ii)

Unless otherwise indicated, the copyright in the content of the Site including the Members Content is owned by Tonic Australia Enterprises Pty Ltd.

(iii)

Without limitation, intellectual property may subsist in part of the content of the Site, in software, domain names and trade marks owned by Tonic Australia Enterprises Pty Ltd or others.

(iv)

Unless authorized by the legitimate owner or licensee of the relevant intellectual property, you agree:

  1. not to do any act in breach of the intellectual property laws of Australia or the jurisdiction where you live, including without limitation, copy distribute or create derivative works based on the relevant material.

  2. to indemnify fully Tonic Australia Enterprises Pty Ltd and any Related Entities for any loss or damage incurred in relation to such breach caused by you.

(v)

Unless otherwise noted, you acknowledge and accept all trademarks, trade names, logos and service marks displayed on this Site are registered, non-registered, or licensed marks of Tonic Australia Enterprises Pty Ltd. Nothing contained on this Site, nor the fact that you have been given access to the Members Content, should be construed as granting, by implication, estoppel or otherwise, any license or right in these materials to you or any third party, without the express written permission of Tonic Australia Enterprises Pty Ltd. You agree by accessing this Site that your use of the trademarks therein is strictly prohibited. Tonic Australia Enterprises Pty Ltd hereby provides notice to you that it will aggressively enforce its intellectual property rights and assets on this Site to the fullest extent of the law.

7

No Liability for Authorship

Any representation regarding authorship of any work forming part of the Members Content must not be inferred as any endorsement by Tonic Australia Enterprises Pty Ltd that:

(i)

the person named as author of any work is necessarily a true and complete representation of authorship of the relevant work;

(ii)

the person's work does not infringe intellectual property rights of any other person; or

(iii)

any work forming part of the Members Content is necessarily the original work of the person named as author.

8

Disclaimer

Tonic Australia Enterprises Pty Ltd makes no representations or warranties that:

(i)

the products or the claims made about specific products on or through this site have been evaluated by the United States Food and Drug Administration or by the Australian Therapeutic Goods Administration or by any such authority existing anywhere in the world;

(ii)

the products or the claims about specific products on or through this site are approved to diagnose, treat, cure or prevent disease;

(iii)

the information provided on this site should be used as a substitute for advice from your physician or other health care professional or for any authorized information contained on any product label or packaging;

(iv)

the information on this site should be used for diagnosis or treatment of any health problem or for prescription of any medication or other treatment;

(v)

you are not required to consult with a healthcare professional before starting any diet, exercise or supplementation program, before taking any medication, or if you have or suspect you might have a health problem;

(vi)

Tonic Australia Enterprises Pty Ltd or this Site diagnoses, gives medical advice or claims to cure; or

(vii)

the Members Content or any part thereof is free from errors or inaccuracies.

You acknowledge and agree that all opinions are based on personal research, educational studies, international research studies, complied & cumulative studies, published and un-published research, hands on knowledge and an extensive library.

9

No Liability for Content

Tonic Australia Enterprises Pty Ltd disclaims all responsibility for any loss, injury, claim, liability or damage of any kind resulting from, arising out of or in any way related to accessing and/or using the Members Content.

10

No Liability for any disruptions to your system

Tonic Australia Enterprises Pty Ltd does not accept legal responsibility for any act or omission (including but not limited to viruses) that results in any damage, interference or other problems with any system, data or information.
Should you experience any problems in this regard you should immediately notify Tonic Australia Enterprises Pty Ltd.

11

No liability for any interruptions of service due to maintenance, upgrades etc

Tonic Australia Enterprises Pty Ltd is no liable for any disruptions to this Site including Members Content for any reason, including but not limited to disruptions caused by any third party service provider, any Site downtime for any reason, including but no limited to repairs, maintenance, Site design changes or the implementation of any changes to the content.

12

Extent of exclusion of liability

Exclusion of Liability under the Members Terms and Conditions extents to all kinds of liabilities, including but not limited to special, incidental, consequential or indirect damages, loss of goodwill or business profits, work stoppage, data loss, computer failure or malfunction, all other commercial damages or loss or exemplary or punitive damages relating to the Site including the Members Content.

13

Indemnities

In respect of his or her accessing and using the Members Content, each Member indemnifies and holds Tonic Australia Enterprises Pty Ltd and its Related Entities harmless from and against all claims, liabilities and costs, including reasonable legal fees, incurred by Tonic Australia Enterprises Pty Ltd and/or its Related Entities arising from any third party claims resulting directly or indirectly from that Member accessing and using the Members Content. Such indemnity includes but is not limited to claims in respect of the infringement of intellectual property rights.

14

Exclusion of Warranties

(i)

Accessing and using the Site including the Members Content is at your own risk.

(ii)

To the extent permissible by law, Tonic Australia Enterprises Pty Ltd expressly disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

(iii)

To the extent permissible by law, in respect of the Site including the Members Content and any associated service or information provided (“Services”), whether supplied by or on behalf of Tonic Australia Enterprises Pty Ltd or by any third party, Tonic Australia Enterprises Pty Ltd makes no warranty that:

  1. the Services will meet your requirements;

  2. the Services will be uninterrupted, timely, secure, or error free.

  3. the results that may (or may not) be obtained from the use of the Services will be accurate or reliable; and

  4. the quality of any products, services, information or other material purchased or obtained by you through the Services will meet your expectations.

15

Using Third Parties’ Information, Services or Products

The Members Content may from time to time contain links to persons or sites which may offer to provide various, information, services or products. In such circumstances, in relation to such persons, sites, information, services or products:

(i)

Tonic Australia Enterprises Pty Ltd neither makes no warranties, either express or implied, nor endorses any representations or claims regarding the experience, accuracy, competence, qualifications or suitability of that person, site, information, services or products for any purpose.

(ii)

Tonic Australia Enterprises Pty Ltd does not warrant that sites, information, services or products are free from any breaches of copyright, patent, trade mark or other infringement of the rights of third parties or such sites are devoid of viruses or other contamination.

(iii)

Tonic Australia Enterprises Pty Ltd expressly excludes any liability to:

  1. Members including but not limited to any liability in respect of any wrong committed or alleged, whether arising either in contract, tort, statutory duty or otherwise, by any person in the provision of any information, service or product; and

  2. any persons for any Member’s conduct or lack thereof including but not limited to any failure by a Member to pay any fees or disbursements for any information, service or product provided by a person to a Member.

16

Posting or transmitting material

(i)

You are hereby prohibited from posting or transmitting any harmful or unlawful material, or material that might lead to harm or unlawful actions by others, or materials that might lead to civil or criminal liability of Tonic Australia Enterprises Pty Ltd, or materials that might in any way violate the law, on this Site.

(ii)

You will fully indemnify Tonic Australia Enterprises Pty Ltd for any liability resulting from or in relation to any material you post or transmitt.

(iii)

Tonic Australia Enterprises Pty Ltd will, subject to the Privacy Act 1988 of the Commonwealth of Australia, fully cooperate with any government authorities requesting disclosure of the identity of anyone posting or transmitting such materials.

(iv)

Any materials or other communications which you transmit to, or post on, this Site, including any data, personal information, comments, questions, etc., become the exclusive property of Tonic Australia Enterprises Pty Ltd. You agree that such posting provides to Tonic Australia Enterprises Pty Ltd an exclusive license to use this material, apart from personal information for any purpose, commercial or otherwise, including developing, marketing or manufacturing products or promotional materials, without creating any liability to you.

17

Personal Information

(i)

"Personal Information" means personal information as defined in the Privacy Act 1988 of the Commonwealth of Australia which Tonic Australia Enterprises Pty Ltd obtains through or in connection with membership registration or the Site

(ii)

Tonic Australia Enterprises Pty Ltd may from time to time disclose part or all of the Personal Information supplied to it by a Member to third parties, including third parties who may wish to offer goods and services to the Member.

18

Right to Modify Site

Without notice and without accepting liability to you in this regard Tonic Australia Enterprises Pty Ltd may modify or discontinue the Site (or any part including the Members Content), including any associated service (whether temporarily or permanently).

19

Modification of Members Terms and Conditions

Tonic Australia Enterprises Pty Ltd may modify the Members Terms and Conditions at any time without notice. Such modification will be effective immediately upon posting on this Site. You agree to review the Members Terms and Conditions periodically to ensure that you are aware of any modifications.

20

Directions

The Site may, from time to time, contain directions regarding its use, which also may be modified from time to time. Any such directions are deemed to form part of these Members Terms and Conditions, any breach thereof will be considered to be a breach of these Members Terms and Conditions.

21

Severance

Any provision in these Members Terms and Conditions which is invalid or which in unenforceable in any jurisdiction is to be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable, and otherwise capable of being severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of these Members Terms and Conditions or affecting the validity or enforceability of that provision in any other jurisdiction.

22

Entire Agreement

This agreement constitutes the entire agreement between the parties relating to its subject matter and superceded all prior understandings, arrangements and agreements between the parties.

23

Partial exercise of rights

If a party does not exercise a right or remedy fully at a given time, the party may still exercise it later.

24

Remedies

(i)

No remedy conferred by any of the provisions of these Terms and Conditions is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise.

(ii)

The election of any one of more of such remedies by Tonic Australia Enterprises Pty Ltd or its Related Entities will not constitute a waiver of the right to pursue any other available remedy.

(iii)

The rights and remedies provided in this agreement are in addition to other rights and remedies given by law independently of this agreement.

25

Set Off

Any or all of the amounts owed by the Member to Tonic Australia Enterprises Pty Ltd under this agreement may, at Tonic Australia Enterprises Pty Ltd’s option, be Set Off.

26

Indemnities

The indemnities in the agreement are continuing obligations, independent from the other obligations of the parties under this agreement and continue after this agreement ends. It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity under this agreement.

27

Assignment and subcontracting

(i)

Members may not assign or otherwise deal with any of its rights or obligations under this agreement without the consent of Tonic Australia Enterprises Pty Ltd.

(ii)

Tonic Australia Enterprises Pty Ltd may novate, or assign or otherwise deal with any of its rights or obligations under this agreement by notice to the Member and the Member must immediately execute any documents necessary to give effect to this.

(ii)

Members may not subcontract any of its rights or the performance of any of its obligations under this agreement without the consent of Tonic Australia Enterprises Pty Ltd.

28

Notice

(i)

Unless expressly stated otherwise in this agreement, all notices, certificates, consents, approvals, waivers and other communications under this agreement (“Notices”) must be in writing, signed by the sender (if an individual) or an authorized officer of the sender and marked for the attention, as the case may be, of the Member or Angela Hywood - Tonic Australia Enterprises Pty Ltd.

(ii)

Notices take effect from the time they are received unless a later time is specified.

29

Survival

Clauses 1, 2, 3, 4, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 29, 30 and 31 of the Members Terms and Conditions survive the termination (for any reason) of this agreement, as do any rights and remedies that have accrued prior to termination.

30

Governing Law

This agreement is governed by the law in force in New South Wales, Australia and where appropriate, the Commonwealth Laws of Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales or the Federal Court of Australia.

31

Contract Electronically

(i)

The Members Terms and Conditions, combined with your act of using the Members Content and/or the services offered on or through the Members Content has the same legal force and effect as a written contract with your written signature and satisfy any laws that require a writing or signature, including any applicable Statute of Frauds.

(ii)

You will not challenge the validity, enforceability or admissibility of the Members Terms and Conditions on the grounds that it was electronically transmitted or authorized.

(iii)

You have had the opportunity to print the Members Terms and Conditions.



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