Terms of Service

Last updated: November 1st 2019

IMPORTANT: Please review the arbitration clause and class action waiver in Section 6 of this Agreement. Except for certain types of disputes mentioned in the arbitration clause, you and HaloGo (HaloGo Holdings Pty Ltd) agree that disputes between us will be resolved by mandatory binding arbitration. If you reside in Australia this provision applies to all disputes with HaloGo. If you reside outside of Australia, this provision applies to any action you bring against HaloGo in Australia.

HaloGo is always striving to improve the Services and bring you additional functionality that you will find engaging and useful. This means we may add new product features or enhancements from time to time as well as remove some features, and if these actions do not materially affect your rights or obligations, we may not provide you with notice before taking them.

1. CONTRACTUAL RELATIONSHIP

Summary

These terms are a binding agreement. Please read this Agreement carefully before you use HaloGo. By using our site and/or mobile application you agree to be bound by everything in this Agreement and to the collection and use of the information set forth in the HaloGo Privacy Policy, whether you are a registered user of our Services. If you do not agree, please do not use HaloGo Services.

Contractual Relationship

This is a contract (“Agreement”) between you and HaloGo Holdings Pty Ltd., (“HaloGo,” “we,” or “us”), applicable when you use or access the site, services and mobile application by HaloGo, in existence now or in the future (“HaloGo Services,” “HaloGo,” or “Services”). In this Agreement, the words “including” and “include” mean “including, but not limited to.”

Your access and use of the Services constitutes your agreement to be bound by this Agreement, which establishes a contractual relationship between you and HaloGo. If you do not agree to any of the terms of this Agreement, you may not access or use the Services. This Agreement expressly supersedes any prior agreements or arrangements with you. HaloGo may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

Supplemental Terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services (“Supplemental Terms”). Supplemental Terms are in addition to, and shall be deemed a part of, the Agreement for the purposes of the applicable Services. Supplemental Terms shall prevail over this Agreement in the event of a conflict with respect to the applicable Services.

HaloGo may amend the terms related to the Services from time to time. Amendments will become effective upon the publication of an amended Agreement. From time to time, the Agreement may change. If/When this occurs, HaloGo will notify you by revising the date at the top of the Agreement, and/or by providing you additional notice. Your continued access or use of the Services after such posting constitutes your consent to be bound by the amended Agreement. If you do not agree with the amended Agreement, please do not use the Services.

2. THE SERVICES

Summary

A person must create your account which allows HaloGo to provide you Services; you must be 18 years of age or older and provide a certain amount of personal information to create an account; you allow HaloGo to collect your precise geolocation; and HaloGo may send you informational and marketing text messages. You own your personal information and User Content, permitting HaloGo to use your User Content, and we own our company and intellectual property information. You alone are responsible for keeping your account secure. You may not have more than one account.

Services

The Services constitute a technology platform that enables users of HaloGo’s applications or websites (each, an “Application”) to arrange and schedule logistics services, including delivery of fuel and other products and services. Unless otherwise agreed by HaloGo in a separate written agreement with you, the Services are made available solely for your personal and noncommercial use.

User Eligibility & Accounts

In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to HaloGo certain personal information, such as your name, address, mobile phone number, password, vehicle year, make, license plate, and model, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or HaloGo’s termination of this Agreement with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by HaloGo in writing, you may only possess one Account.

Geolocation

You agree to allow HaloGo to collect your precise geolocation. We collect this geolocation for the purpose of improving your user experience – such as reminding you to request a refuel. You may disable your geolocation but be advised this may impact Services from HaloGo to you. We will not disclose your geolocation to any third parties without your consent.

User Conduct

You may not authorise third parties to use your Account. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes. You will not use the Services to cause any nuisance, annoyance, inconvenience, or property damage, whether to HaloGo or any other party. In certain jurisdictions and with certain fuel products,

Network Access & Devices

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. HaloGo does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

License

Subject to your compliance with this Agreement, HaloGo grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to:

access and use the Applications on your personal device solely in connection with your use of the Services; and

access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal and noncommercial use. Any rights not expressly granted herein are hereby reserved by HaloGo.

Prohibited Activities

You may not:

have more than one active Account;

remove any copyright, trademark or other proprietary notices from any portion of the Services;

reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by HaloGo;

decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; link to, mirror or frame any portion of the Services;

cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and functionality of any aspect of the Services; or

attempt to gain unauthorised access to or impair any aspect of the Services or its related systems or networks.

Third-Party Services & Content

The Services may be made available or accessed in connection with third-party services and content (including advertising) that HaloGo does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third-party services and content. HaloGo does not endorse such third-party services and content, and in no event shall HaloGo be responsible or liable for any products or services of such third-party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited will be a third-party beneficiary to this contract if you access the Services using Applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third-party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third-party beneficiary’s terms of service.

Ownership

The Services and all rights therein are and shall remain HaloGo’s property. Neither this Agreement nor your use of the Services convey or grant to you any rights:

in or related to the Services except for the limited license granted above; or

to use or reference in any manner HaloGo’s company names, logos, product and service names, trademarks or services marks.

Text Messaging

You agree to allow HaloGo to send you informational text (SMS) messages. We send you messages for the purpose of delivering the service and improving your customer experience – for example, if we need to contact if we are not able to locate your vehicle. You can opt-out of receiving the text messages by replying “STOP” after any text message received, but be advised this may impact Services from HaloGo to you.

Referral Program & Promotional Codes

HaloGo may, in HaloGo’s sole discretion, create referral and/or promotional codes (“Promo Codes”) that may be redeemed for Account credit, or other features or benefits related to the Services and, subject to any additional terms that HaloGo establishes on a per promotional code basis. You agree that Promo Codes:

must be used for the intended audience and purpose, and in a lawful manner;

may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by HaloGo;

may only be used for new customers and Accounts, unless expressly permitted by HaloGo;

may be disabled by HaloGo at any time for any reason without liability to HaloGo;

may only be used pursuant to the specific terms that HaloGo establishes for such Promo Code;

are not valid for cash; and

may expire prior to your use.

HaloGo reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that HaloGo determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or this Agreement.

User Provided Content

HaloGo may, in HaloGo’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to HaloGo through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. By providing User Content to HaloGo, however, you grant HaloGO a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, use, copy, modify, create derivative works, distribute, publicly display, publicly perform, and otherwise utilize in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and HaloGo’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that:

you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant HaloGo the license to the User Content as set forth above; and

neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor HaloGo’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libellous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by HaloGo in its sole discretion, whether or not such material may be protected by law. HaloGo may, but shall not be obligated to, review, monitor, or remove User Content, at HaloGo’s sole discretion and at any time and for any reason, without notice to you.

Beta Services

HaloGo sometimes release products and features that we are still testing and evaluating (“Beta Services”). HaloGo will inform you of any Beta Services that may become available by identifying them as “beta”, “preview”, “early access”, or “evaluation” (or with words or phrases with similar meanings) and may not be as reliable as HaloGo other services, so please keep that in mind.

3. PAYMENT

Summary

You are responsible for all fees associated with your use of HaloGo’s Services. We are responsible for communicating those fees to you clearly and accurately. You agree to receive a receipt via email or text or through the HaloGo App itself. If a modification or cancellation of Services is necessary, HalGo will notify you of this. You are under no obligation to tip your driver for Services, though we would appreciate it you provided feedback about your experience.

Charges

You understand that use of the Services may result in charges to you for the services or goods you receive from HaloGo (“Charges”). Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by HaloGo. All Charges are due immediately and payment will be facilitated by HaloGo using the preferred payment method designated in your Account. If your primary Account payment method is determined to be expired, invalid, or otherwise not able to be charged, you agree that HaloGo may use the secondary payment method from your Account, if available. You agree that HaloGo will send you a receipt by email or text message, and/or through the application. This electronic receipt is sufficient for all purposes, including any specific requirements under applicable law. If you prefer to receive a paper receipt, please contact admin@halogo.com.au within 30 days of each refuel, to request a physical receipt which will be mailed to you at our earliest convenience.

Modifications & Cancellations

HalGo, at its sole discretion, reserves the right to create, modify, and remove Charges for any or all services or goods obtained through the use of the Services. HaloGo may from time to time provide certain users with Promo Codes and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services. You agree that such Promo Codes and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for Services at any time prior to provision of the Services, in which case you may be charged a cancellation fee.

HaloGo may, at its sole discretion, elect to not fill a requested vehicle if HaloGo deems it unsafe to do so, or if fuelling the vehicle would violate an applicable law, code, standard, or procedure. In such an event, the request may be cancelled by HaloGo, or the customer may be notified and asked to move their vehicle to a safe filling area. If the request is cancelled by HaloGo, no payment will be charged. The Account holder will be notified.

Rounding Off

HaloGo may, in its sole discretion, round up or round down amounts that are payable to HaloGo to the nearest whole functional base unit; for example, HaloGo will round up an amount of $41.505 to $41.51, or $41.491 to $41.490.

4. DISCLAIMERS & LIMITATION OF LIABILITY

Summary

We will not be liable for damages or losses arising from your use or inability to use the Services, or otherwise arising under this agreement. Please read this section carefully as it limits our obligations to you.

DISCLAIMERS

YOU USE THE HALGO SERVICES AT YOUR OWN RISK. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

HALGO DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, HALGO MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

LIMITATION OF LIABILITY

HALOGO SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF HALOGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HALGO SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES. HALGO SHALL NOT BE LIABLE FOR DELAY, FAILURE IN PERFORMANCE, OR OTHER INJURIES RESULTING FROM CAUSES BEYOND HALOGO REASONABLE CONTROL.

FURTHERMORE, HALOGO IS NOT LIABLE FOR ANY OTHER INTANGIBLE LOSSES RESULTING FROM:

THE USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO USE THE SERVICE;

THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE;

UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR ACCOUNT OR DATA;

STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR

ANY OTHER MATTER RELATING TO HALGO SERVICES.

HALGO ALSO ASSUMES NO LIABILITY OR RESPONSIBILITY FOR A DELAY, FAILURE IN PERFORMANCE, ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY AND/OR ANY USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, OR ANY OTHER INJURY RESULTING FROM CAUSES BEYOND HALOGO’S REASONABLE CONTROL.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

5. INDEMNIFICATION

Summary

You are responsible for your use of the Services.

Indemnification

You are responsible for your use of the Services, and you will indemnify and hold HaloGo and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “HaloGo Entities”) from and against any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in any way connected with:

your access to, use of, or alleged use of, the Services or services or goods obtained through your use of the Services;

your breach or violation of any of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation;

HalGo’s use of your User Content;

your violation of the rights of any third party, including any intellectual property right or publicity, confidentiality, other property, or privacy, right; or

any dispute or issue between you and any third party.

We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defence of that claim.

6. ARBITRATION

Summary

You agree to binding arbitration which means that you waive your right to have a judge potentially hear your claim and instead agree to neutral third party, an arbitrator, hear both sides and decide upon the claim. You also waive your right to be in a class-action suit. Please read this section carefully as it limits the manner in which you can seek relief from HaloGo.

Arbitration

By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against HaloGo on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against HaloGo, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against HaloGo by someone else.

You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be settled by binding arbitration between you and HaloGo. You acknowledge and agree that you and HaloGo are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and HaloGo otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms. Nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to:

bring an individual action in small claims court;

pursue an enforcement action through the applicable federal, state, or local agency if that action is available;

seek injunctive relief in a court of law; or

to file suit in a court of law to address an intellectual property infringement claim.

Notice

HaloGo may give notice by means of a ## general notice on the Services, electronic mail to your email address in your Account, or by written communication sent by first class mail or pre-paid post to your address in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to HaloGo, with such notice deemed given when received by HaloGo, at any time by first class mail or pre-paid post to HaloGo Holdings Pty Ltd XXXX

8. GENERAL PROVISIONS

Summary

Neither you nor HaloGo may transfer your obligations under this Agreement to anyone else without written consent.

Provisions

You may not assign this Agreement without HaloGo’s prior written approval. HaloGo may assign these Terms without your consent to:

a subsidiary or affiliate;

an acquirer of HaloGo’s equity, business or assets; or

a successor by merger.

Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, HaloGo as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. HaloGo’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by HaloGo in writing.

Contacting HaloGo

If you have any questions about these Terms of Service, the practices of HaloGo, or your dealings with HaloGo, you may contact us at HaloGo Holdings Pty Ltd XXX or at admin@halgo.com.au