Last updated: 28 August 2025
Welcome, and thank you for your interest in Proganics Wellness Hub (“Community Owner,” “we,” or “us”) and our online community, along with any mobile or other downloadable applications that we make available to enable access to the same (collectively, the “Community”). These Terms of Service are a legally binding contract between you and Community Owner regarding your use of the Community.
PLEASE READ THESE TERMS CAREFULLY.
By accepting these Terms (for example, by clicking “I accept” or by otherwise accessing or using the Community), you agree that you have read and understood these Terms and agree to be bound by them, including Community Owner’s Privacy Policy (collectively, these “Terms”) and the Additional Community Terms attached as Exhibit A (the “Additional Terms”):
either (a) on your own behalf as an individual; or
(b) if you are accessing the Community on behalf of an entity, on behalf of that entity and you represent that you have authority to bind that entity to these Terms.
If you are not eligible or do not agree, you do not have our permission to use the Community.
Arbitration Notice. Except for certain kinds of disputes described in Section 15 (Dispute Resolution and Arbitration), disputes arising under these Terms will be resolved by binding, individual arbitration. By accepting, you and Community Owner waive the right to a jury trial and to participate in class actions or representative proceedings.
You must be at least 18 years old to join the Community or have the consent of a parent or legal guardian. By agreeing to these Terms, you represent and warrant that:
(a) you are at least 18 years old, or at least 13 years old with verifiable parental/guardian consent;
(b) you have not previously been suspended or removed from the Community; and
(c) your registration and use of the Community comply with all applicable laws.
To access most features, you must register for an account and provide accurate, complete, and non-misleading information, keeping it up to date. You are responsible for maintaining the confidentiality of your account and password and for all activities under your account. If you believe your account is no longer secure, notify [email protected] (or use mechanisms provided in the Community) immediately.
3.1 Limited Licence. Subject to your ongoing compliance, Community Owner grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to:
(a) install and use any mobile or downloadable app we provide for the Community on a device you own or control; and
(b) access and use the Community for your personal, non-commercial use.
3.2 Licence Restrictions. Except to the extent impermissible under law, you may not:
(a) reproduce, distribute, publicly display/perform, or create derivative works of the software powering the Community;
(b) modify that software; or
(c) interfere with or circumvent any feature of the Community (including security or access control). If you are prohibited by law from using the Community, you may not use it.
3.3 Feedback. If you provide ideas, feedback, or suggestions (“Submissions”), you grant Community Owner and its Service Provider (defined in 16.1) an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free licence to use and exploit the Submissions for any purpose, without obligation of attribution.
The Community is managed by Community Owner using a platform provided by the Service Provider. All interfaces, graphics, designs, data, code, software, and other elements of the Community (“Materials”) are protected by law and are owned by Community Owner or third-party licensors (including the Service Provider). Except as expressly authorised, you may not use the Materials. No implied licences are granted.
5.1 Third-Party Services. The Community may enable integrations with third-party platforms, add-ons, services, or products (“Third-Party Services”). If you enable an integration, you authorise us and the Service Provider to process data (including User Content, see 6.1) in line with the integration’s functionality and permissions. Your use of Third-Party Services is subject to your agreement with their providers; we and the Service Provider are not responsible for those services.
5.2 Third-Party Software. The Community may include third-party components available under open licences. Nothing here restricts your rights under those third-party licences.
6.1 User Content Generally. The Community may allow you to submit or transmit content (“User Content”) such as messages, reviews, photos, audio/video, images, data, and text. You retain rights in your User Content, subject to the licences below.
6.2 Limited Licence Grant to Community Owner. By posting User Content, you grant Community Owner and the Service Provider a worldwide, non-exclusive, royalty-free, fully-paid, sublicensable licence to host, store, transfer, display, perform, reproduce, modify for formatting, create derivative works as authorised in these Terms, and distribute your User Content in any media now known or later developed.
6.3 Your Warranties. You represent and warrant that you have all rights necessary for the above licence; your User Content and our permitted use do not infringe others’ rights, defame anyone, or violate law; and no further permissions or payments are required.
6.4 User Content Disclaimer. We and the Service Provider are not obligated to edit or control User Content and are not responsible for it. We may remove or block content at any time at our discretion. You may be exposed to content you find offensive; you waive any legal or equitable rights against us and the Service Provider regarding such content.
6.5 Monitoring. We and the Service Provider may (but are not obligated to) monitor transmissions through the Community and may block, filter, mute, remove, or disable access to content, consistent with our Privacy Policy.
6.6 Child Sexual Abuse & Exploitation. We prohibit sexual or suggestive content and predatory behaviour involving minors, including any CSAM. Violations will be removed, accounts banned, and reports made to appropriate authorities in accordance with applicable law.
7.1 Push Notifications. You may receive push notifications; turn these off in device settings.
7.2 In-App Notifications. You may receive in-app notifications; manage in app settings.
7.3 Email. We may send emails about our products and services (and third parties). You can unsubscribe from promotional emails; you will still receive administrative emails.
By using the Community, you agree not to:
8.1 use it for any illegal purpose;
8.2 harass, threaten, demean, bully, or harm others;
8.3 infringe or misappropriate third-party rights;
8.4 access or use the Community via unauthorised tools (bots, scrapers, crawlers) except our provided tools;
8.5 interfere with security features (including reverse engineering beyond what law permits);
8.6 interfere with operation or others’ enjoyment (malware, spam, unlawful data collection, or network disruption);
8.7 perform fraudulent activity (impersonation, false affiliation, accessing others’ accounts, falsifying age);
8.8 sell or transfer access or Materials;
8.9 attempt, assist, or permit others to do any of the above.
9.1 Respect of Third-Party Rights. Infringing activity is not tolerated.
9.2 DMCA. We comply with DMCA provisions applicable to internet service providers. The Community is subject to the Service Provider’s DMCA policy.
We may change these Terms from time to time. Revisions are effective immediately, except material changes for existing users become effective 30 days after posting or notice (unless stated otherwise). We may require acceptance of modified Terms to continue using the Community. If you do not agree, remove your User Content and discontinue use.
11.1 Term. Effective when you accept or first use the Community; ends upon termination as below.
11.2 Termination. Your rights automatically terminate if you breach these Terms. We may terminate or suspend your account or access at any time, with or without notice. You may terminate your account via in-product mechanisms or by contacting [email protected].
11.3 Effect of Termination. On termination: (a) licence rights end; (b) account access ceases; (c) you must pay any amounts due; (d) certain sections survive (including 3.3, 4, 11.3, 12–16). Keep copies of your User Content; you may lose access. If terminated for breach, you may not create a new account.
11.4 Modification of the Community. We may modify or discontinue features or the Community at any time without liability. Retain copies of User Content you wish to keep.
To the fullest extent permitted by law, you will defend and indemnify Community Owner, its affiliates, their officers, employees, agents, and the Service Provider (the “Specified Entities”) from claims and liabilities arising from: (1) your unauthorised use/misuse; (2) your breach of these Terms or law; (3) your violation of others’ rights; or (4) disputes between you and third parties. We may assume exclusive defence; you agree to cooperate.
13.1 “As Is”. The Community and all Materials are provided as is and as available. We and the Service Provider disclaim all warranties (express or implied), including merchantability, fitness, title, non-infringement, and any arising from usage or trade. We do not warrant uninterrupted, secure, or error-free operation.
13.2 No Advice. No information obtained from us, the Specified Entities, the Service Provider, or via the Community creates any warranty not expressly stated. You use the Community at your own risk.
13.3 Scope. Disclaimers apply to the fullest extent permitted by law.
14.1 To the fullest extent permitted by law, the Specified Entities are not liable for indirect, incidental, special, consequential, or punitive damages (including lost profits, goodwill, data) arising from or related to your use or inability to use the Community.
14.2 Except as stated in 15.5 and 15.7, the aggregate liability of the Specified Entities to you is limited to the greater of: (A) amounts you paid for Community access in the 12 months before the claim, or (B) US$100.
14.3 The Service Provider is not a party to this Agreement and has no liability to you; if you bring a claim against the Service Provider, the dispute procedure in Section 15 applies (with the Service Provider deemed substituted solely for that claim).
14.4 These allocations of risk are fundamental to the bargain and survive even if a limited remedy fails.
15.1 Generally. Except as in 15.2 and 15.3, all disputes are resolved by binding arbitration administered by JAMS under its consumer rules, as modified here, with a neutral arbitrator.
15.2 Exceptions. Small-claims actions; enforcement through agencies; injunctive relief in aid of arbitration; or IP claims in court.
15.3 Opt-Out. You may opt out of arbitration within 30 days of agreeing by posting a written Opt-Out Notice to: Proganics Wellness Hub, Attention: Legal – Arbitration Opt-Out, Unit 3 / 53 Riverside Place, Morningside QLD 4170, stating your full legal name, account email, and that you opt out.
15.4–15.7 Rules, notice, fees, venue, proceedings, and available relief follow the JAMS consumer rules as modified herein.
15.8 No Class Actions. Claims may only be brought individually; no class or representative proceedings.
15.9–15.10 Modifications, enforceability, and venue if arbitration or class-waiver provisions are unenforceable or you opt out.
16.1 Third-Party Beneficiary. The Community is powered by CircleCo, Inc. (the Service Provider), an intended third-party beneficiary with rights to enforce these Terms.
16.2 General. These Terms (including incorporated policies) are the entire agreement. Neither party may assign without the Service Provider’s prior written consent (except as allowed by law). Waivers must be explicit. “Including” means “including without limitation.” If a part is invalid, the remainder stays effective.
16.3 Governing Law. New York law (conflict-of-law principles excluded). Exclusive jurisdiction/venue: state and federal courts in Kings County, New York, for permitted court actions.
16.4 Privacy Policy. You agree to the processing of your personal data in accordance with our Privacy Policy.
16.5 Precedence. If there’s a conflict between the Additional Terms and these Terms, these Terms control.
16.6 Electronic Communications. You consent to receive notices and communications electronically.
16.7 Notice to California Residents. See California Civil Code §1789.3 for contact information to resolve complaints.
If you use our app on iOS, you acknowledge these Terms are between you and Community Owner, not Apple. Apple has no responsibility for the Community. Additional iOS-specific notices, warranty limitations, and third-party beneficiary status of Apple apply as set out herein.
Last updated: 28 August 2025
18. Community Marketing & Testimonials (Addendum)
18.1 Definitions.
Public Areas: any part of the Community visible to other members or to the public.
Marketing Spaces: forms/pages/prompts/surveys clearly identified or reasonably understood to collect content for testimonials, reviews, success stories, or campaigns.
18.2 Submissions in Marketing Spaces. If you submit content in a Marketing Space, you grant Community Owner and the Service Provider a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sublicensable, transferable licence to use your content for marketing, promotional, and Community purposes in any media. This includes the right to use your name, display name, profile photo, likeness, voice, and bio as they appear with the submission.
18.3 Content Posted in Public Areas. When you post User Content in Public Areas, you grant Community Owner a worldwide, royalty-free, sublicensable, transferable licence to use that content (with your display name/profile photo) for marketing, promotional, and Community purposes, with reasonable edits for formatting, length, and clarity.
18.4 Sensitive Information. If your Public Area content or Marketing Submission includes sensitive information (e.g., health, weight), we will only feature such information in marketing where you intentionally included it for that purpose or where additional consent is required and obtained, consistent with the Privacy Policy and law.
18.5 Your Assurances. You have all rights/permissions; you will indemnify us and the Service Provider for claims arising out of your content.
18.6 No Obligation & No Endorsement. We may or may not use your content; featuring content is not an endorsement by you.
18.7 Opt-Out for Future Uses. You may ask us to stop future new uses by emailing [email protected]. We will cease future uses after processing your request (does not require recall of materials already produced or distributed).
18.8 Caching & Third Parties. Once published, third parties may cache/index/archive/re-share content; we are not responsible for such activity.
18.9 Moral Rights. To the extent permitted by law, you waive moral rights in the content for permitted uses.
19.1 Recordings. We may record Community events/calls/webinars. By participating, you consent to recording and permitted uses. If you do not wish to be recorded, refrain from participating, disable camera/microphone, or contact [email protected] in advance.
19.2 Licence & Release. Content you share during recordings is User Content; you release Community Owner and the Service Provider from claims arising from permitted use.
The Community provides educational and motivational content only and does not provide medical, dietetic, or psychological advice, diagnosis, or treatment. Always seek advice from a qualified health professional. Results vary. Use is at your own risk (see Sections 13–14). See Exhibit A: Health & Wellness Disclaimer for details.
By providing contact details, you authorise communications by email, in-app, push, SMS/text, and (where applicable) calls about products, services, offers, and Community updates. Message/data rates may apply. You can opt out of promotional emails via unsubscribe links and opt out of SMS by replying STOP (or HELP for help). Consent is not a condition of purchase.
We may share hashed contact identifiers with ad platforms to create/exclude audiences and measure advertising, consistent with the Privacy Policy. You may opt out of future audience updates by emailing [email protected].
These Sections 18–31 supplement (and do not limit) Sections 3, 4, 6–8, 10–16 of the Terms and the Privacy Policy. Section 11.3 survival applies. Where there is a direct conflict about marketing use of User Content, Sections 18–31 control to the extent permitted by law.
23.1 Australian Consumer Law. Nothing limits non-excludable guarantees, rights, or remedies under the ACL.
24.1 Educational Purposes Only. All content/coaching/courses/discussions are general information and educational only.
24.2 No Medical Relationship. Participation does not create a doctor–patient, dietitian–client, or other healthcare relationship.
24.3 Consult Your Health Professional. Always seek professional advice before starting/changing diet/exercise/weight-loss/wellness programs.
24.4 Results Vary. No guarantees of specific outcomes.
24.5 Community Content. Member content reflects personal opinions only.
24.6 Assumption of Risk. Participation and reliance are voluntary and at your risk (subject to non-excludable consumer guarantees).
24.7 Emergency Situations. Call 000 in Australia or local emergency services.
25.1 Member-Created Spaces. Member spaces do not imply endorsement.
25.2 No Duty to Monitor. We may use tools/moderators at our discretion, but do not guarantee review.
25.3 Nominative Fair Use. Use third-party marks only to identify; do not imply affiliation.
25.4 Complaints. Allegations of unlawful/defamatory/misleading/infringing content are handled under the Community Standards & Takedown Policy.
26.1 Opinions vs Facts. Distinguish opinion from fact; factual claims must be accurate and verifiable.
26.2 Label “Pull-Apart”. Label reviews are educational; formulations can change.
26.3 No Unfounded Allegations. Do not make illegality/misconduct claims without reliable evidence.
26.4 Right to Edit/Remove. We may edit/remove posts that appear defamatory, misleading, or infringing.
26.5 No Professional Advice. Comparative reviews are not medical, dietetic, or legal advice.
27.1 AI Assistance. The Community may include AI-generated or AI-assisted content (including “Coach Bailey AI”).
27.2 Attribution. Official statements are those we expressly designate; we may label AI-assisted posts.
27.3 Member Use of AI. Disclose materially AI-generated content that depicts/imitates a person; do not create deceptive AI content.
27.4 Moderation Technology. Automated tools may flag risks; they do not replace human judgement.
27.5 No Warranty. We disclaim responsibility for reliance on AI/ghostwritten content (subject to non-excludable guarantees).
28.1 Private Areas are Confidential. Do not copy/record/screenshot/forward content from Private Areas without permission or legal entitlement.
28.2 Breach. We may suspend/terminate accounts and seek remedies.
28.3 Notices. If your confidential content is shared, notify [email protected] with links/evidence.
29.1 Property Rules & Privacy. Comply with venue rules; avoid filming identifiable individuals without consent.
29.2 No Unlawful Surveillance. Follow local law.
29.3 Educational Purpose. On-location content is educational; no endorsement implied.
30.1 Australia. We operate a complaints mechanism and reasonable access-prevention steps.
30.2 United Kingdom. We act to reduce/remove illegal content consistent with applicable guidance.
30.3 United States. We claim protection as an interactive computer service under 47 U.S.C. §230 for third-party content (as permitted).
30.4 New Zealand. We assess defamation complaints under local thresholds; may restrict/geoblock.
30.5 Colombia & Chile. Posts likely to constitute criminal defamation are prohibited; we may restrict/geoblock upon compliant notice.
30.6 No Waiver of Mandatory Law. We may restrict access in a country to comply with law.
31.1 Assignment on Reorganisation. You consent to assignment to successors/assigns (including transfer to a family trust) as part of reorganisation, provided privacy rights continue substantially as described in the Privacy Policy.