Terms and Conditions

1) Amygdala Website Terms of Use

1.1 General

1. These Terms of Use set out the terms and conditions governing your use of this website.
2. By using this Website, you indicate that you accept these Terms of Use and that you agree to abide by them as a legally binding agreement between you and Amygdala Consulting Pty Ltd. These Terms of Use take effect on the date on which you access or use the Website (as the case may be).
3. If you do not agree to be bound by these Terms of Use, you must cease accessing or using the Website immediately.
4. You acknowledge that these Terms of Use are entered into by and between you and Amygdala Consulting Pty Ltd (Amygdala), the owner and operator of the Website.
5. Amygdala reserves the right to, at any time and without notice, modify or discontinue, temporarily or permanently, any or all parts of the Website, all without liability to you, except where prohibited by law.

1.2 Modification

1. Amygdala reserves the right, at its sole discretion, to modify these Terms of Use at any time and without prior notice.
2. If Amygdala modifies these Terms of Use, it will post the modification via the the Website. Your continued access or use of the Website after Amygdala has posted a modification on its Website will constitute your acceptance of the Terms of Use as modified. If the modified Terms of Use are not acceptable to you, you must cease accessing or using the Website immediately.

 

2) Use of the Website

1. The use of the Website is for your personal use only. You may not use the Website for any other purpose.
2. You acknowledge that you have no rights in, or to, the Website or technology used or supported the Website, other than the right to use the Website in accordance with these Terms of Use.
3. Your mobile or internet provider’s rates and fees may apply for accessing the Website and content accessible through the Website. You acknowledge that you are solely responsible for any rates and charges incurred in connection with downloading, accessing, viewing or using the Website or its contents.
4. You agree to comply with any applicable law and regulation relating to accessing the website.
5. You agree not to:
   1. duplicate, copy, transmit, distribute, licence, sublicence, sell, rent, lease, transfer, provide, assign, reproduce alter or otherwise commercially exploit the Website or to adapt or modify the whole or any part of the Website in any way whatsoever;
   2. data mine – automate or systematically collect data from this website;
   3. reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, algorithms, underlying ideas, file formats or nonpublic APIs to the Website;
   4. remove or obscure any proprietary or other notices contained in the Website;
   5. develop a shell, wrapper or similar environment around the Website;
   6. on-sell any software, algorithm or artificial intelligence (AI) developed using the Website (including any software, algorithm or AI using, based on or incorporating any aspect of the Website);
   7. supply any part of the Website, including any Website code library to any third party;
   8. create, use, or on-sell any end-user applications (including any software, algorithms or AI using, based on or incorporating any aspect of the Application, Website or Product) that allows such software to run on remote or multiple real or virtual machines or CPUs,
   9. combine or incorporate the whole or any part of the Website in any other program, product, system or service;
   10. use the Website to advertise or spam;
   11. upload software viruses, trojans or any other computer code, files or programs that are designed or intended to ransom, disrupt, damage or limit the functioning of the Website, servers or networks, or to damage or obtain unauthorised access to any data or other information of any third party;
   12. impersonate any person or entity; and
   13. use the Website in any unlawful, illegal, abusive, threatening, defamatory, violent or fraudulent manner or in any way that is invasive of another’s privacy or could harm the Website or impair or affect anyone else’s use of the Website.

4) Termination

1. We may terminate these Terms of Use or cancel or suspend your use of the Website, in our sole discretion, at any time and without notice to you.
2. These Terms of Use will automatically terminate if you breach these Terms of Use.
3. On termination of these Terms of Use, we may disable any Account and/or prevent you from using the Website and you must:

(i) cease using or accessing the Website;

(iii) immediately destroy all copies of the Website in your possession or control (if applicable); and

(iv) if we request, confirm within a reasonable time that you have destroyed all copies of the Website.

4. You can terminate these Terms of Use at any time by:

(i) closing your Account (if one applies); and

(iii) destroying all copies of the Website in your possession or control.

5) Intellectual Property

1. You acknowledge that Amygdala is the owner of the Website and that all Intellectual Property Rights in relation to the Website and its contents are owned by Amygdala.
2. Nothing in these Terms of Use operate to transfer ownership in, or otherwise grant any rights in, any Intellectual Property Rights of Amygdala or any third party.

 

6) Privacy

1. These Terms of Use also include the terms and conditions set out in Amygdala’s Privacy Policy, available at Privacy Policy.
2. You agree that Amygdala may use your information and information about your use of the Website in accordance with our Privacy Policy.
3. Without limiting the generality of clause 6(b), by using or accessing the Website you agree that we may disclose, and consent to us disclosing personal information and sensitive information that you have provided to us, to Amygdala personnel in order to deliver requested services to you, but only to the extent that you have permitted us to do so; and
4. You acknowledge that Amygdala may be required to disclose your information by law, under compulsion of law by a court or a government agency.

 

7) Downloadable material

We make downloadable documents, content, and other materials available on the following conditions:

1. material downloadable or made available from the Website is provided on the basis that you will conduct any necessary virus scanning and other checks so as to protect your data, Device and software systems and those of any other person;
2. you agree that we will not be liable to you for any Loss however caused (including by negligence) that arises in any way from the use of the downloaded or available material; and
3. you will not provide the downloaded or available material to another party and, if you do, you will bring that other party’s attention to these conditions.

 

8) Warranties, exclusions and liability

8.1 Warranties

1. Each party warrants that it has the legal power and authority to enter into these Terms of Use and that these Terms of Use will be legally binding and enforceable against it.
2. All content and services available on or through the Website are provided “as is” and “as available” and without any express or implied representation, warranty or guarantee of any kind, except those expressly required or implied by statute that cannot be excluded
3. To the maximum extent permitted by law, Amygdala excludes, and does not make any representation, warranty or guarantee of any kind, whether express or implied, in relation to the content, accuracy, completeness, accessibility, suitability, safety, security, reliability or any other aspect of:
   1. any content and/or information available on, in or through the Website;
   2. the performance and/or availability of the Website; or
   3. the loss, damage, corruption or degradation of any data, database, software or other material as a result of downloading, installing, accessing or using the Website.
4. You warrant that:
   1. 1. you will not use the Website for any commercial or other purpose that is not expressly permitted by these Terms of Use;
      2. you have obtained any necessary consents relating to the disclosure by you to us of any information, including personal information and sensitive information;
      3. the provision by you to us of any information, including personal information or sensitive information, does not infringe any Law or misappropriate or violate a third party’s rights of publicity or privacy; and
      4. our use of any information that you have provided to us, including personal information or sensitive information, in accordance with these Terms of Use will not:
         1. breach any Law;
         2. infringe the legal rights of any person; or
         3. give rise to any cause of action against the Supplier, in each case in any jurisdiction and under any applicable Law.
5. You represent and warrant to us that each warranty contained in clause 8.1.4 is correct and not misleading on each date between (and including) the date that these Terms of Use come into effect and termination of these Terms of Use (as if made on each such day).
6. Where legislation implies in these Terms of Use any guarantee, condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying application of or exercise or liability under such guarantee, condition or warranty, the guarantee, condition or warranty will be deemed to be included in these Terms of Use. However, the liability of Amygdala for any breach of such guarantee, condition or warranty will be limited, at the option of Amygdala, to one or more of the following:
   1. 1. 1. if the breach relates to goods:
            1. the replacement of the goods or the supply of equivalent goods;
            2. the repair of such goods;
            3. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
            4. the payment of the cost of having the goods repaired; and
         2. if the breach relates to services:
            1. the supplying of the services again; or
            2. the payment of the cost of having the services supplied again

8.2 Liability

1. To the maximum extent permitted by law, Amygdala shall not be liable to you or any third party in respect of any Loss or for any loss or corruption of any data, database, software or other material as a result of:
   1. downloading, installing, accessing, displaying, or using the Website or participating in any online activities contained therein;
   2. using, relying on, or action taken as a result of any information or material available on, in or through the Website;
   3. any interruption, suspension or termination of the Website in whole or in part for any reason whatsoever, including failure or suspension of public or private telecommunication networks;
   4. the unavailability, unsuitability and non-connectivity of third party sites;
   5. any loss, damage, corruption or degradation of any data or other material as a result of the use of the Website and/or viruses or other technologically harmful material that may infect your Device due to your use of the Website; or a Security Breach.
2. To the maximum extent permitted by law, you waive, release, forgive, discharge and relinquish any and all claims that you may have against Amygdala or its Related Parties in connection with, or arising out of, or incidental to, your access to or use of the Website, including but not limited to downloading any information and materials in or from the Website.
3. These Terms of Use do not exclude, nor do they purport to exclude, liability arising under statute if and to the extent that such liability cannot be lawfully excluded.

 

8.3 Indemnity

You indemnify the Indemnified Parties against any and all Loss arising directly or indirectly from:

1. you using or accessing the Website;
2. your use of or reliance on any information, content or material contained on, in or accessed through the Website;
3. the provision by you to us of any information, including personal information and sensitive information;
4. our use of any information provided by you, including personal information and sensitive information, in accordance with these Terms of Use or our Privacy Policy;
5. a Security Breach;
6. breach by you of these Terms of Use;
7. breach by you of any Law or rights of a third party; and
8. any claim:
   1. made against an Indemnified Party by a third party alleging that any information that you have provided, including personal information and sensitive information, to us infringes a Law or the rights of a third party; and
   2. brought against an Indemnified Party by any third party relating to your use of the Website.

 

 

8.4 Independence of indemnities

1. Each indemnity in these Terms of Use is a continuing obligation, separate and independent from your other obligations and survives the termination of these Terms of Use.
2. It is not necessary for Amygdala to incur expense or make a payment before enforcing any indemnity conferred by these Terms of Use.

 

9) Acknowledgements

You acknowledge that:

1. software is never wholly free from defects, errors and bugs and Amygdala gives no warranty or representation that the Website will be wholly free from defects, errors and bugs;
2. software is never entirely free from security vulnerabilities and Amygdala gives no warranty or representation that the Website will be entirely secure;
3. the information that the Website collects may be stored locally on your Device and may be transmitted to our servers in Australia and/or other countries where Amygdala, our affiliates or any of our service providers operate. The transmission of information over wireless and wired networks is not inherently secure and we do not guarantee that your personal information or private communications will always remain private when using the Website;
4. you acknowledge that you must take your own precautions to ensure that your access of the Website does not expose you to the risk of viruses, malicious code or other forms of interference which may damage your Device or otherwise cause you or any person to suffer loss, damage or corruption of data or other material;
5. certain maintenance or technical difficulties may result in your use or access of the Website being interrupted or suspended, either temporarily or permanently; and
6. Amygdala can, at any time and without prior notice, remove or disable your Account or access to the Website for any reason.

 

10) International use

1. Although the Website may be accessible worldwide, to the maximum extent permitted by any applicable law, we make no representation, warranty or guarantee of any kind, whether express or implied, that anything contained on or through the Website are appropriate or available for use outside of, or comply with the laws of any jurisdiction other than, Australia.
2. You agree that you will not access the Website from jurisdictions where their contents are illegal or prohibited. In using or accessing the Website, you do so on your own initiative and are solely responsible for compliance with any applicable laws governing such use or access.
3. We do not purport to make any offer for any product, service, and/or information in connection with the Website where it is illegal or prohibited.

 

11) Disclaimer

1. Any health information we provide on or through the Website is for information purposes only. It is not intended to be comprehensive on all matters of emotional development, health or mental health and is not meant as a substitute for professional and personalized healthcare advice, support, diagnosis or treatment.
2. You must not use the information available on the Website for diagnosing or treating a medical or mental health condition. Always seek the advice of your physician or other qualified health care professional regarding any questions you may have regarding medical or mental health symptoms or conditions.
3. Never disregard professional medical advice or delay in seeking it because of something you have read on the Website.
4. Any financial information we provide on this website does not take into account your specific circumstances. Because of that, you should seek independent financial advice as to whether it is appropriate for you and/or your business, having regard to your objectives, financial situation and needs before taking action.

 

12) General

1. These Terms of Use are governed by and are to be construed in accordance with the laws applicable in Western Australia.
2. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in Western Australia and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.
3. No forbearance, delay or indulgence by a party in enforcing the provisions of these Terms of Use will prejudice or restrict the rights of that party, nor will any waiver of those rights operate as a waiver of any subsequent breach.
4. Should any part of these Terms of Use be or become invalid, that part will be severed from these Terms of Use. Such invalidity will not affect the validity of the remaining provisions of these Terms of Use.
5. These Terms of Use contain the entire understanding between the parties as to the subject matter of this document.
6. In the event that these Terms of Use are translated into other languages and there is an inconsistency between the two language versions, the English language version shall prevail to the extent of that inconsistency.
7. Amygdala may assign these Terms of Use or any part of them in its sole discretion. You may not assign these Terms of Use or any part of them.
8. No oral explanation or information provided by any party to another:
   1. affects the meaning or interpretation of this document; or
   2. constitutes any collateral agreement, warranty or understanding between any of the parties.
9. Unless expressed to the contrary, in this document:
   1. words in the singular include the plural and vice versa;
   2. if a word or phrase is defined its other grammatical forms have corresponding meanings;
   3. ‘includes’ means includes without limitation;
   4. no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it; and
   5. a reference to:
      1. a person includes the person’s legal personal representatives, successors, assigns and persons substituted by novation;
      2. any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced; and
   6. Headings do not affect the interpretation of this document.

English Version Prevails

In the event that these Terms of Use are translated into other languages and there is an inconsistency between the two language versions, the English language version shall prevail to the extent of that inconsistency.

 

Assignment

Amygdala may assign these Terms of Use or any part of them in its sole discretion. You may not assign these Terms of Use or any part of them.

 

Definitions

In this document these terms have the following meanings:

Meaning
“Us”, “we” or “our”	Amygdala Consulting Pty Ltd
Account	The account that you use to access the Website (if applicable).
Corporations Act	Corporations Act 2001 (Cth).
Device	Any device owned or controlled by you that you access or use the Website on or through.
Indemnified Parties	Amygdala Consulting Pty Ltd, its related bodies corporate (as that term is defined in the Corporations Act), directors, officers, employees, agents, contractors and representatives.
Intellectual Property Rights	Includes all right, title and interest wherever subsisting (now or in the future) throughout the world and whether registered or not, in and to: copyright, neighbouring rights, Moral Rights and the protection of databases, circuit layouts, topographies and designs; methods, inventions, patents, utility models, trade secrets, confidential information, technical and product information; and trade marks, business and company domain names and get ups, and includes the right to apply for the registration, grant or other issuance of the rights described in paragraphs (a), (b) and (c) above and any other right generally falling within this term.
Amygdala	Amygdala Consulting Pty Ltd ACN 091 591 221
Loss	Any loss (including, but not limited to direct, indirect, special, consequential or exemplary damages, loss of profit or revenue, loss of expected profit or revenue, and loss as a result of business interruption or corruption of data), claim, action, liability, damage, cost, charge, expense, outgoing, payment, diminution in value or deficiency of any kind or character which a party pays, suffers or incurs or is liable for, including: interest and other amounts payable to third parties; and legal (on a full indemnity basis) and other expenses incurred in connection with investigating or defending any claim or action, whether or not resulting in any liability, and all amounts paid in settlement of any claim or action.
Moral Right	Has the meaning given in the Copyright Act 1968 (Cth).
personal information	Has the meaning given in the Privacy Act 1988 (Cth).
Privacy Policy	Amygdala’s Privacy Policy, available at https://amygdala.com.au/privacy-policy-2/
Related Party	A related body corporate (as that term is defined in the Corporations Act), director, officer, employee, agent, contractor and representative of Amygdala.
Security Breach	Any act or omission that compromises the security, confidentiality or integrity of the Website or of any personal information and sensitive information that you have provided to Amygdala.
Sensitive information	Has the meaning given in the Privacy Act 1988 (Cth).
Terms of Use	These terms of use, as amended from time to time.
Third Party Content	Information, content, products, material and/or services developed, owned and/or provided by third parties.
Website	Amygdala’s website, available at amygdala.com.au

These Terms of Use were last updated 14^th January 2024