Effective Date: 1 August 2026
Last Updated: 14 July 2026
1. Introduction and Contractual Framework
1.1. UAre Services
UAre Services means the UAre mobile application, the Partner Portal, the Healthspan AI models, and the associated proactive health ecosystem. Partner Portal means the online administrative dashboard provided by UAre to authorised Partners to view reporting metrics, access Licensed Materials, and manage their authorised scope of use.
1.2. Parties and Binding Agreement
These Partner Terms and Conditions (the “Agreement”) constitute a legally binding commercial contract between Ultimate Athlete Pty Ltd (ACN 644 348 363), trading as UAre Group, having its registered office at 44 The Barracks Precinct, North Head Sanctuary, Manly, New South Wales, 2095, Australia (“UAre”, “Company”, “we”, “us”, or “our”), and the individual or legal entity executing an Order Form, registering for a Partner Account, or accessing the Partner Portal (“Partner”, “you”, or “your”).
By executing an Order Form, clicking “I Accept,” or otherwise accessing the UAre Partner Portal or administrative Services, you represent that you have the authority to bind the Partner entity to these terms, and you agree to be bound by all provisions herein.
1.3. Document Hierarchy and Incorporated Policies
This Agreement explicitly incorporates by reference the following operative documents, which may be updated by UAre from time to time:
(a) The UAre Order Form executed by the parties, detailing specific fees, trial periods, and commercial parameters.
(b) The UAre Global Privacy Policy, which governs the handling of all personal data globally.
(c) The UAre Partner Supplementary Privacy Schedules, which strictly define and limit the specific data points accessible to each Partner Category.
(d) The UAre Terms of Use, which govern all end-user access to the UAre mobile application and must be accepted by all individuals in order to access the application.
In the event of any conflict, ambiguity, or inconsistency among the documents constituting this Agreement, the order of precedence shall be:
(1) any custom amendments agreed upon in writing by authorised representatives of both parties;
(2) these UAre Partner Terms and Conditions;
(3) the executed UAre Order Form;
(4) the UAre Partner Supplementary Privacy Schedules;
(5) the UAre Global Privacy Policy; and
(6) the end-user UAre Terms of Use.
2. Partner Categories, UAre Services and Authorised Scope of Data Access
UAre provides highly specialised, distinct partnership models. Your specific Partner Category, authorised scope of use of UAre Services, and data access rights are designated in your Order Form or upon your formal approval into the UAre Partner Program. You agree to strictly adhere to the technical and legal limitations applicable to your tier.
2.1. Employee Engagement Partners
Scope of Services: Employee Engagement Partners utilise the UAre Services to measure workforce healthspan, predict and manage risks, and improve organisational engagement and productivity. This is a fee-for-service model.
Data Access Limitations: To protect employee privacy and prevent the misuse of sensitive health data in an employment context, Employee Engagement Partners are granted access strictly to aggregated and anonymised cohort data via the UAre Partner Portal.
Prohibition on Re-identification: You acknowledge and agree that you shall not receive, nor attempt to extract, derive, reverse-engineer, or request, any individualised, personally identifiable health, biometric, or well-being data belonging to any employee. All organisational insights provided to you are designed solely to assist in mitigating risks and improving performance at a macro level. Any attempt to utilise UAre data for individual performance management, disciplinary action, or discriminatory practices is a material breach of this Agreement.
2.2. Customer Loyalty and Professional Integration Partners
Scope of Services: Customer Loyalty Partners integrate the UAre Services to enhance customer acquisition, engagement and retention, facilitate dynamic service offerings, and provide personalised guidance. This is a fee-for-service model.
Data Access via Explicit Opt-In: Access to individualised user data is strictly conditional upon the end-user providing explicit, affirmative opt-in consent through the dedicated privacy architecture within the UAre application.
Tiered Disclosure and Minimisation: If consent is granted, you shall only receive access to the specific, limited data points authorised for your designated industry category, as exhaustively detailed in the UAre Partner Supplementary Privacy Schedules.
Fallback Mechanism: If an end-user declines to provide explicit opt-in consent, or subsequently utilises their right to withdraw consent, your access regarding that specific user will automatically and instantly fall back to aggregated, anonymised insights only. You agree that a user’s refusal to opt in must not result in the denial of their core access to the UAre application.
2.3. Affiliate Partners
Scope of Services: Affiliate Partners promote the UAre Services to their respective audiences, networks, member or customer bases using unique tracking links or referral codes in exchange for financial commissions.
Data Access Limitations: Affiliate Partners are strictly prohibited from accessing any personal health, biometric, or well-being data of referred users. Access via the Partner Portal is limited to the non-sensitive, aggregated conversion and reporting metrics that are mathematically necessary to verify successful referrals, calculate pending commissions and track program impact.
3. Commercial Mechanics: Trials, Subscriptions, and Commissions
3.1. The Trial Framework
If explicitly indicated on your Order Form, UAre may provide a structured trial (the “Trial Period”) to baseline your workforce or customer metrics.
(a) Trial Scope: Unless otherwise varied in the Order Form, the fixed-price Trial Period includes premium UAre application access for a specified number of end-users, Partner Portal access for a specified number of managerial users, and the provision of targeted organisational reports, for a fixed fee, billed on acceptance of the Order Form.
(b) Additional Users: End-users exceeding the initial allocation during the Trial Period may be added subject to a flat supplementary rate specified in your Order Form, billed in arrears.
3.2. Transition to Monthly Services Agreement and Zero Risk Exit
Upon the expiration of the Trial Period, or where no Trial Period applies, this Agreement shall automatically transition into a recurring Monthly Services Agreement unless the Partner provides written notice of non-renewal at least fourteen (14) days prior to the expiration of the Trial Period.
(a) Subscription Tiers: Following the transition, the Partner shall be billed on a monthly recurring basis based on the total volume of active users enrolled in the program. Pricing shall adhere to the tiered Monthly Active User (MAU) structure set forth in the Order Form, subject to a minimum monthly platform fee.
(b) Expert and Other Services: If the Partner elects to engage Experts to support individual and organisational behavioural change via UAre, or Other Services, including but not limited to premium or ad hoc services or customisations, the pricing and scope of services shall be agreed in writing by the parties in advance, and billed on a monthly basis.
(c) Zero Risk Exit: If the Partner elects to terminate the Monthly Services Agreement, or not transition to a Monthly Services Agreement following the Trial Period, UAre provides for a “Zero Risk Exit.” While the Partner’s access to the management portal will be revoked, individual end-users will retain continuous, uninterrupted personal access to the UAre application, their historical healthspan data, and their longevity scores. Users may elect to transition their accounts to individual consumer subscriptions (free or paid) independently of the Partner. The Partner asserts no proprietary claim or ownership over the individual user accounts or historical biometric data generated during the Trial Period or term of this Agreement.
3.3. Affiliate Commission Structure, Tracking, and Payments
For authorised Affiliate Partners, UAre will pay commissions on qualifying referrals that directly result in a paid subscription to the UAre Services.
(a) Commission Structure: The specific commission rate (whether a flat acquisition fee or a recurring percentage) and the cookie tracking duration shall be as specified in the Affiliate Order Form or the Affiliate dashboard within the Partner Portal.
(b) Payment Terms: Commissions are calculated at the end of each calendar month. Payments will be disbursed on a Net-30 basis, provided that the Affiliate’s unpaid, verified commission balance exceeds the minimum payout threshold of $100 USD (or the equivalent in local currency).
(c) Reversals and Fraud: UAre reserves the absolute right to reverse commissions in the event of end-user refunds, credit card chargebacks, billing disputes, or fraudulent transactions. Commissions generated via self-referral, cookie stuffing, or unauthorised automated scripts will be voided, and the Affiliate account will be subject to immediate termination.
(d) Tracking Integrity: Conversions are tracked solely via UAre’s proprietary affiliate tracking systems. UAre is not liable for untracked conversions resulting from user browser privacy settings, ad-blockers, clearing of cookies, or the Affiliate’s failure to properly format tracking links.
3.4. Invoicing, Taxes, and Overdue Charges
(a) Payment Terms: Unless otherwise stated in the Order Form, all invoices for fee-for-service Partners are due within 14 days of the invoice date.
(b) Taxes: All fees are exclusive of value-added, sales, use, or withholding taxes assessable by any jurisdiction. The Partner is responsible for paying all such taxes associated with their purchases.
(c) Overdue Charges and Suspension: If any invoiced amount is not received by UAre by the due date, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. UAre reserves the right to suspend the Partner’s access to the Partner Portal and halt the provision of Services if an account is 30 or more days overdue, following ten (10) days prior written notice.
4. Privacy, Data Governance, and Security Standards
4.1. Compliance with Privacy Laws
Both parties shall fully comply with all applicable global data protection laws and best practices regarding the performance of this Agreement. This includes, but is not limited to, the General Data Protection Regulation (GDPR) for EEA/UK residents, the Australian Privacy Act 1988 (including the APPs), and the Health Insurance Portability and Accountability Act (HIPAA) where UAre acts as a Business Associate for Covered Entities in the United States.
4.2. Data Sovereignty and On-Device Processing
(a) Local Storage: To ensure compliance with data sovereignty mandates, UAre stores personal health and well-being data strictly within the end-user’s region of residence. Partners agree not to export, transfer, or process any individualised data accessed via the Partner Portal outside of the originating jurisdiction without explicit user consent and execution of standard contractual clauses.
(b) Privacy by Design and Biometric Minimisation: Partners acknowledge the foundational architecture of the UAre platform: raw biometric data, specifically facial scans utilised for the “Instant Health Check,” are processed locally on the user’s mobile device. Facial images are never transmitted to, or stored on, UAre cloud servers, nor are they ever shared with Partners.
4.3. Data Deletion and Right to be Forgotten
Partners acknowledge that the UAre ecosystem is fundamentally user-centric; the end user remains the primary controller of their personal data flow. Partners acknowledge users’ fundamental right to control, restrict, or erase their data. If an end-user exercises their “Right to be Forgotten” (e.g., under GDPR Article 17) or requests data erasure via the UAre application, UAre will securely delete or de-identify the personal information. Customer Loyalty Partners who have previously extracted user data via opt-in consent agree to promptly comply with any downstream data-deletion requests forwarded by UAre for shared users, certifying destruction upon request.
4.4. Breach Notification
In the event of an eligible data breach or a “Security Incident” (defined as material unauthorised access to, or loss, use, or disclosure of Partner or user data) originating within the UAre infrastructure, UAre will promptly inform the Partner, provided such notification is not prohibited by law. Notification protocols will align with the Notifiable Data Breaches (NDB) scheme in Australia, GDPR Article 33, and the HIPAA Breach Notification Rule as applicable. The Partner agrees to mirror this obligation, notifying UAre immediately if the Partner experiences a breach that compromises UAre user data downloaded or accessed via the Partner Portal.
5. Intellectual Property and Acceptable Marketing Practices
5.1. Licenses and Proprietary Rights
(a) Partner Portal License: Subject to your continued compliance with this Agreement and payment of all applicable fees, UAre grants you a limited, non-exclusive, worldwide, non-transferable, revocable license during the subscription term to access and use the UAre Partner Portal solely to support your internal operations and interactions with users in your authorised Partner Program.
(b) Ownership: UAre retains all right, title, and interest in and to the UAre Services, the Partner Portal, the underlying algorithms, Healthspan AI models, documentation, and marketing materials (the “Licensed Materials”). Nothing in this Agreement grants the Partner any rights of ownership or proprietary right in the Licensed Materials.
(c) Restrictions: You shall not copy, modify, adapt, translate, create derivative works from, reverse-engineer, decompile, or disassemble the Licensed Materials. You shall not use the Licensed Materials to act as a service bureau, nor permit access to unauthorised third parties.
5.2. Marketing Restrictions (Affiliates and Customer Loyalty)
When promoting UAre or utilising UAre brand assets, you agree to adhere to the highest ethical marketing standards. You shall not:
(a) Engage in deceptive, misleading, or unethical marketing practices that violate consumer protection laws (e.g., the Australian Consumer Law or the US FTC Act).
(b) Bid on UAre trademarked or branded keywords (e.g., “UAre”, “UAre App”, “UAre Healthspan”) in Pay-Per-Click (PPC) search engine advertising, nor impersonate the UAre brand in ad copy, without prior written consent.
(c) Utilise unsolicited bulk email (spam), SMS marketing, phishing, or any communications that violate the CAN-SPAM Act, the GDPR ePrivacy Directive, or the Australian Spam Act 2003.
(d) Make any unauthorised claims, warranties, or guarantees regarding the medical, diagnostic, or clinical efficacy of the UAre Services that extend beyond UAre’s official documentation.
5.3. FTC and Regulatory Disclosures
Affiliate Partners and brand ambassadors promoting the Services to users must clearly, conspicuously, and unambiguously disclose their financial relationship with UAre in all promotional content. For US traffic, this must strictly comply with the Federal Trade Commission (FTC) Endorsement Guides. Equivalent obligations apply globally under relevant advertising standards authorities, including, but not limited to, the ASA guidelines in the UK and the Digital Services Act in the EU. The Affiliate bears sole responsibility for compliance with all advertising laws.
6. Expert Services and Third-Party Interactions
6.1. Independent Contractor Status of Experts
The UAre application and ecosystem facilitate connections between end-users and elite third-party professionals (“Experts”) to drive individual and organisational behavioural change across the pillars of movement, mindset, relationships, and habits. Partners acknowledge and agree that all Experts are independent third-party contractors. Experts are not employees, agents, partners, or legal representatives of UAre.
6.2. Disclaimer of Expert Liability
UAre serves purely as a technological facilitator connecting users with Experts. UAre does not endorse, guarantee, or assume professional responsibility for any advice, training programs, dietary plans, diagnoses, or services provided by any Expert. Any dispute, claim, or controversy arising from a user’s interaction with an Expert, whether accessed directly via the application or facilitated through a Partner, must be resolved exclusively and directly between the user and the Expert. To the maximum extent permitted by law, UAre disclaims all liability for any physical, emotional, or financial harm resulting from a user’s reliance on an Expert’s guidance.
7. Service Level Agreement (SLA) and Technical Support
7.1. Uptime Commitment
UAre recognises that the continuous availability of the platform is important for maintaining user engagement and providing accurate enterprise reporting. UAre shall use commercially reasonable efforts, consistent with enterprise SaaS standards, to make the UAre Application and the Partner Portal available 24 hours a day, 7 days a week, with a targeted availability uptime of 99.9% per calendar month, excluding scheduled maintenance windows.
7.2. Scheduled Maintenance
UAre will endeavour to perform scheduled system maintenance outside of peak business hours. UAre will utilise the Partner Portal or email communications to provide Partners with reasonable advance notice of any planned maintenance expected to cause material downtime or disruption to reporting flows.
7.3. Force Majeure and Exclusions
UAre does not warrant that the Services will be completely uninterrupted or entirely error-free. Performance metrics and uptime targets are subject to exclusions for events outside of UAre’s reasonable control (a “Force Majeure Event”). This includes, but is not limited to, systemic telecommunications or internet service provider outages, cloud hosting infrastructure failures, cyber-attacks, strikes, natural disasters, or governmental restrictions.
8. Warranties, Disclaimers, and Limitation of Liability
8.1. Mutual Warranties
Each party represents and warrants that it has validly entered into this Agreement, possesses the legal power to do so, and that its performance will not violate any applicable laws, regulations, or third-party rights. UAre warrants that during the subscription term, it will not materially decrease the overall security or functionality of the Services.
8.2. Important Medical Disclaimer
The uare services, including all health vitals, longevity scores, AI-generated insights, and data provided through the application or partner portal, are for informational and educational purposes only. The services do not constitute a medical device, clinical diagnosis, or professional medical advice. The accuracy of the data collected is not intended to match that of hospital-grade scientific instruments. partners shall not use, nor instruct users to use, the data to diagnose, treat, cure, or prevent any disease.
8.3. Disclaimer of Implied Warranties
Except as expressly provided herein, neither party makes any warranty of any kind. UAre provides the services, AI insights, and partner portal on an “as is” and “as available” basis. to the maximum extent permitted by applicable law, UAre specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.
8.4. Limitation of Liability and Exclusion of Consequential Loss
(a) Exclusion of Indirect Damages: To the maximum extent permitted by law, in no event shall either party have any liability arising out of or related to this agreement for any lost profits, revenues, goodwill, or for any indirect, special, incidental, consequential, cover, business interruption, or punitive damages, whether an action is in contract or tort, even if a party has been advised of the possibility of such damages.
(b) Aggregate Liability Cap: UAre’s total aggregate liability arising out of or relating to this agreement, whether in contract, tort (including negligence), or regardless of the theory of liability, shall not exceed the greater of:
(i) the total fees actually paid by the Partner to UAre for the Services giving rise to the liability in the twelve (12) months immediately preceding the first incident out of which the liability arose; or
(ii) one hundred US dollars ($100 USD or the local currency equivalent).
(c) Non-Excludable Rights: Nothing in this Agreement is intended to limit or exclude liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under applicable non-excludable statutory consumer guarantees, such as mandatory protections under the Australian Consumer Law.
8.5. Mutual Indemnification
(a) By UAre: UAre will defend the Partner against any third-party claim alleging that the authorised use of the UAre Services infringes a third party’s intellectual property rights, and will indemnify the Partner for damages finally awarded against them, provided the Partner gives prompt written notice, grants UAre sole control of the defence, and provides reasonable assistance.
(b) By Partner: The Partner will defend and indemnify UAre against any third-party claim arising from the Partner’s violation of this Agreement, unauthorised use of user data, breach of advertising regulations, or any claim that non-UAre applications or content provided by the Partner infringes third-party rights.
9. Term, Termination, and Suspension
9.1. Term
This Agreement commences on the Effective Date (or the date of Order Form execution) and continues until terminated in accordance with its provisions.
9.2. Termination for Cause
Either party may terminate this Agreement immediately upon written notice if the other party:
(a) Commits a material breach of this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice thereof;
(b) Commits an incurable material breach of the data privacy, confidentiality, or acceptable marketing provisions; or
(c) Enters into liquidation (compulsorily or voluntarily), becomes the subject of a petition in bankruptcy, or takes similar action in consequence of debt.
9.3. Termination for Convenience
Following the conclusion of any Initial Term or mandatory Subsequent Terms specified in an Order Form, either party may terminate a Monthly Services Agreement or Affiliate Agreement for convenience by providing ninety (90) days’ prior written notice to the other party.
9.4. Effect of Termination
Upon termination of this Agreement for any reason:
(a) All licenses granted to the Partner to utilise the Partner Portal and Licensed Materials shall immediately terminate, and access will be disabled;
(b) The Partner must immediately cease all use of UAre marketing materials and destroy any downloaded Confidential Information;
(c) The Partner must pay all outstanding Subscription Fees due up to the termination date. UAre will calculate and pay any finalised, outstanding Affiliate Referral Commissions, minus any applicable chargebacks or deductions, and
(d) Individual users originally onboarded by the Partner will retain personal access to the UAre application independent of the Partner, ensuring data continuity.
9.5. Survival
Provisions concerning confidentiality, privacy, intellectual property ownership, disclaimers, indemnification, limitation of liability, and governing law shall survive the termination or expiration of this Agreement.
10. Confidential Information and Non-Disclosure
10.1. Definition and Exclusions
Either party (the “Disclosing Party”) may disclose to the other party (the “Receiving Party”) certain intellectual property, proprietary, or confidential information (the “Confidential Information”). Confidential Information includes, but not limited to, information relating to its accounts, research, trade secrets, business development and marketing, strategy, sales, licensing, systems, IT and network platforms, algorithms, technical solutions, know-how, inventions, organisation, assets and equipment, business transactions, arrangements, relationships, contracts with other parties, client lists, financial data and any other information which the Disclosing Party does not generally make available to the public. Confidential Information excludes information that:
(a) is or becomes part of the public domain other than through a breach of this Agreement;
(b) was already known to the Receiving Party at the time of disclosure; or
(c) the Receiving Party rightfully receives from a third party entitled to disclose it.
10.2. Care and Protection
Each party acknowledges the highly sensitive and confidential nature of the other party’s Confidential Information. The Receiving Party agrees to keep the Confidential Information secure and not disclose it to any third party, except strictly to its employees, agents, or advisers (“Representatives”) who need to know such information to perform obligations under this Agreement. Each party assumes full responsibility for ensuring its Representatives are bound by and strictly comply with these confidentiality obligations.
10.3. Compelled Disclosure
If the Receiving Party is required by law, court order, or a regulatory body to disclose Confidential Information, it will use its best endeavours to provide prompt prior written notice to the Disclosing Party, granting the Disclosing Party a reasonable opportunity to challenge the order or limit the disclosure.
10.4. Survival and Remedies
The obligations regarding the protection of Confidential Information shall survive for a period of three (3) years following the termination or expiration of this Agreement. The parties agree that monetary damages may be an insufficient remedy for a breach of confidentiality, and the Disclosing Party shall be entitled to seek specific performance or injunctive relief as a remedy for any such breach.
11. General Provisions
11.1. Governing Law, Jurisdiction, and Arbitration
(a) General Jurisdiction: All aspects of this Agreement (including its construction, validity, and performance) are governed by the laws of the State of New South Wales, Australia. The parties irrevocably select the state and federal courts of New South Wales as the exclusive forum for the settlement of any dispute arising under this Agreement.
(b) Mandatory Arbitration (US Partners): If the Partner is incorporated or domiciled in the United States, any dispute arising out of or relating to this Agreement shall be resolved exclusively through binding arbitration, rather than in court, as dictated by Section 14 of the UAre Terms of Use. Both parties waive their right to participate in a class action lawsuit or class-wide arbitration.
11.2. Entire Agreement and Modification
This Agreement, including all incorporated Order Forms, privacy schedules, and policies, embodies the entire understanding of the parties concerning its subject matter and supersedes all prior contemporaneous negotiations, oral or written. UAre may amend these Terms by providing advance written notice to Partners (e.g., via email or Partner Portal notification). Continued use of the Partner Portal or Affiliate links following the effective date of modifications constitutes acceptance of the updated terms.
11.3. Severability and Non-Waiver
If any term or condition of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will not be affected and shall remain valid and enforceable to the fullest extent permitted by law. Any failure or delay by either party to exercise any right or privilege under this Agreement will not operate as a waiver of such right.
11.4. Assignment and Relationship of Parties
The relationship of the parties is that of independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, or employer-employee relationship. Neither party may assign, transfer, or charge any rights under this Agreement without the prior written consent of the other party, except that UAre may assign this Agreement in connection with a merger, acquisition, or sale of assets without restriction.