Terms of Membership
Little Black Dress Advisory Pty Ltd ACN 630 117 369 trading as Little Black Dress Group (‘LBD’, ‘Us’, ‘We’, ‘Our’) is the owner and administrator of the Little Black Dress Membership Program (‘Program’).These Terms of Membership govern your participation in the Program and by participating in the Program you agree to accept these Terms of Membership, the Privacy Policy and other policies which may be provided to you from time to time (collectively the ‘Participation Agreement’).We may modify the Participation Agreement at any time and any such modifications shall be deemed effective immediately upon providing the same to You. Your continued participation in the Program shall constitute Your acceptance of the modified Participation Agreement.In these Terms of Membership and the Participation Agreement, the terms ‘Participant’, ‘You’ and ‘Your’ refer to participants in the Program (unless otherwise indicated).
1. Offer and Acceptance
a. The Participation Agreement sets out the terms of Our offer to You to engage in the Program.
b. You may accept the Participation Agreement by:
i. paying the subscription fee (as detailed in clause 7 below); and/or
ii. participating in the Program.
2. Term of Agreement
The Participation Agreement commences on the earlier of the date You:
a. commence the Program; or
b. pay the first subscription fee (as detailed in clause 7 below),
and will continue until terminated in accordance with the Participation Agreement.
3. Terms of Participation
By agreeing to the terms of the Participation Agreement, You represent and warrant that You:
a. are at least 18 years of age; and
b. will participate in the Program and only use the Materials (as detailed in clause 9 below), Our website, www.thelbdgroup.com.au (‘Website’) and any LBD social media group, LBD platform or LBD event (collectively the ‘Platform’) lawfully.
A breach or violation of any of the terms of the Participation Agreement may result in an immediate termination of Your participation in the Program.
4. Prohibited uses
In addition to other prohibitions as set out in the Participation Agreement, You are prohibited from participating in the Program and/or using the Materials (as detailed in clause 9 below), the Website or a Platform in any way which We would consider inappropriate or which might bring Us, the Program or other Participants into disrepute, including (without limitation):
a. for any unlawful purpose;
b. to solicit others to perform or participate in any unlawful acts;
c. to violate any regulation, rule, law, ordinance or the like;
d. to infringe upon or violate Our intellectual property rights or the intellectual property rights of others;
e. to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
f. to upload or transmit viruses or any other type of malicious code or technology that will or may be used in any way that will affect the functionality or operation of the Program, the Website or a Platform, or of any related website, other websites, or the Internet;
g. to collect or track the personal information of others;
h. to spam, phish, pharm, pretext, spider, crawl, or scrape;
i. circumvent or manipulate Our fee structure, the billing process, or monies owed to Us;
j. interfering with any other Participant;
k. for any obscene or immoral purpose;
l. to interfere with or circumvent the security features of the Website or a Platform or any related website, other websites, or the Internet; or
m. facilitating or assisting a third party to do any of the above acts.
We reserve the right to terminate Your participation in the Program for violating any of the prohibited uses.
5. Exclusion of competitors
You are prohibited from participating in the Program, using the Material, the Website or a Platform in any way that competes with Our business.
6. Program structure and fees
a. The Program may consist of different membership levels (‘Tiers’), with each Tier containing different content and inclusions and attracting a different subscription fee.
b. The fee structure and inclusions applying to each Tier is set out on Our Website.
7. Payment of fees
a. The fees for participation in the Program are to be paid by way of a monthly or yearly subscription fee.
b. In consideration for participating in the Program, You must pay Us:
i. the monthly subscription fee applicable to Your Tier monthly in advance on the first day of each month; or
ii. the annual subscription fee applicable to Your Tier in advance prior to commencement of the Program.
c. Once paid, all fees, including any Initial Fee (if applicable) are non-refundable.
d. All fees are to be paid as reasonably directed by Us.
e. If You make a payment by credit card, You warrant that the information You provide to Us is true and complete, that You are authorised to use the credit card to make the payment, that Your payment will be honoured by Your card issuer, and that You will maintain sufficient funds in Your account to cover the ongoing fees.
f. Nothing prevents Us from taking any action necessary to recover any unpaid fees. If You fail to pay, Your information may be passed on for collection and or legal action. You acknowledge and agree that You are liable for and will pay all costs including debt collection, commission, solicitor’s fees and any out of pocket expense.
g. If You fail to pay Our fees in accordance with this clause 7, We may suspend Your participation in the Program and You will not be able to access the Program, the Website, Materials or a Platform until payment is made.
h. Our pricing structure or payment methods may be amended from time to time at Our sole discretion. After a pricing change, each Participant has the choice to continue participating in the Program, or to cease participation in the Program once the pricing change is applicable to the respective Participant having regard to the payment interval and method applicable.
i. Where applicable, GST is payable on fees, charges, expenses and disbursements and will be clearly shown. You agree to pay Us the amount equivalent to the GST imposed on these fees, charges, expenses and disbursements.
8. Your Role
You must take reasonable care and take sole responsibility to protect Your own interests in respect of Your participation in the Program, any recommendation We provide and using the Material, the Website or a Platform, including, but not limited to, satisfying Yourself as to the appropriateness of the Program and Material or commercial or practicability of any recommendation to Your personal circumstances.
9. Program Material
a. The Program may include content, material and information (‘Material’) which is available to Participants for download.
b. All Material displayed or accessed through the Program, the Website or a Platform may only be downloaded or reproduced for Your personal use.
c. While We use reasonable efforts to ensure that all Material is accurate and up to date, the Material may become out of date from time to time. We do not give any warranty or representation as to the accuracy, validity, reliability, completeness or timeliness of the Material. The Material may contain inaccuracies or typographical errors.
d. The content of the Material is not intended to constitute specific business or career advice and You should always obtain personalised advice appropriate to Your individual circumstances.
10. No Endorsement
a. Certain links provided on the Website or a Platform or in the Material may lead to resources located on other platforms or websites that are not maintained or controlled by Us.
b. Such links are provided merely for the Participant’s convenience and We are not responsible for the content of any referenced websites or resources or for the availability of access to such websites or resources.
c. Provision of any link to another website or resource, or any reference to any product or service by trade name, Trademark, manufacturer or otherwise does not constitute or imply an endorsement or recommendation Us.
d. Access to other websites or resources is at Your own risk and We are not responsible for the accuracy, relevancy, legality, or decency of any content or material contained on any other website or in any other resource.
e. We disclaim all liability regarding access to such linked websites and resources.
11. Termination by Us
We may cease Your participation in the Program and terminate the Participation Agreement:
a. immediately:
i. while any subscription fees payable by You to Us remain unpaid;
ii. where You are in breach of Your obligations under the Participation Agreement;
b. on providing You with 30 days notice where:
i. if there are any ethical grounds which We consider require Us to cease Your participation in the Program, for example, a conflict of interest;
ii. for any other reason outside Our control which has the effect of compromising Our ability to effectively deliver the Program; or
iii. for just cause.
Where We cease Your participation in the Program and terminate the Participation Agreement, You must pay Your monthly subscription fee up to the date of termination. Annual subscription fees will not be refunded.
12. Termination by You
a. You may terminate the Participation Agreement and cease participating in the Program by providing Us with 90 days written notice at any time.
b. If You terminate the Participation Agreement under clause 12.a, and you are:
i. paying a monthly subscription fee You must pay Your subscription fee up to the date of termination; or
ii. paying a yearly subscription fee, the subscription fee paid is non-refundable.
13. No exclusivity
We may offer and provide the Program to other Participants who may compete with or be involved in business with You.
14. Confidentiality
a. We will not, and You must not, disclose or use any Confidential Information that We or You (as the case may be) may disclose to You or Us (as the case may be) in the course of participating in the Program, except where:
i. it is necessary or reasonably required to make such a disclosure to contractor’s, employees or professional advisors and such disclosure is made on a confidential basis;
ii. it is established by means of written records and otherwise that the Confidential Information is already known by the party making the disclosure prior to the Participant’s participation in the Program;
iii. the Confidential Information is in or enters the public domain, otherwise than as a result of a breach by a party of their duty contained herein;
iv. a party is permitted or required by law to disclose the Confidential Information;
v. both parties agree to the disclosure in writing; and
vi. disclosure is required to enforce these terms and conditions.
b. For the purposes of the Participation Agreement ‘Confidential Information’ means all information of whatever kind relating to Your and Our clients, customers, sales, business, terms and conditions of supply, pricing information, business plans, marketing analysis, marketing strategies, arrangements with third parties, trade secrets, know how, operating procedures, intellectual and industrial property, financial information, and technical information in whatever form or any other information which one party indicates to the other party is sensitive or confidential or not to be communicated.
15. Privacy
a. We will collect personal information from You in the course of Your participation in the Program.
b. Your personal information will only be used for the purposes for which it is collected or in accordance with the Privacy Act 1988 (Cth) (as amended).
c. We manage and protect Your personal information in accordance with Our privacy policy which can be found on Our Website.
16. Disclaimer
a. We do not give any warranty or representation as to the commercial or career outcomes from Your participation in the Program.
b. We assume no liability or responsibility for or make any warranties or representations as to the accuracy, validity, reliability, completeness or timeliness of the Material.
c. We do not guarantee, represent or warrant that Your use of the Program, the Website or a Platform will be uninterrupted, timely, secure or error-free.
d. You agree that from time to time We may remove the Material from the Program for indefinite periods of time or cancel the Program, the Website or a Platform at any time, without notice to You.
e. Your participation in the Program and reliance on any Material, recommendation or strategy provided by Us, or use of the Website or a Platform is at Your own risk and We accept no liability to any person or entity for any loss, damage or cost incurred as a result of reliance on the same.
f. To the fullest extent permitted by law, We disclaim all warranties.
17. Liability
a. All Participants participate in the Program and use the Material, the Website or a Platform at their own risk.
b. In no event shall LBD, any of its affiliates or any other party involved in creating, producing or delivering the Program, Material, the Website or a Platform or associated recommendations be liable for any damages (including without limitation, direct, incidental, consequential, indirect or punitive loss or damages, or damages resulting from lost profits, lost revenue, lost data or business interruption) arising out of Your participation in the Program, reliance on recommendations or strategy provided by Us, access and use of Material, access and use of the Website or a Platform or inability to access or use, the Material, the Website or a Platform any errors or omissions in the Program, the Website, a Platform or Material’s content or functionality.
c. Because some jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, Our liability shall be limited to the maximum extent permitted by law.
18. Indemnification
You agree to indemnify, defend and hold harmless LBD, its affiliates, officers, directors, employees, agents, suppliers and third party partners from and against all losses, expenses, damages and costs, including reasonable solicitor’s fees resulting from any violation by You of the Terms of Participation.
19. Copyright
a. The Program, the Material, the Website and the Platform contains material which is owned by or licensed to Us (or Our affiliates and/or third party licensors as applicable), and is protected by Australian and international laws, including but not limited to the trademarks, trade names, software, Material, design, images, graphics, layout, appearance and look of the Program, the Website or a Platform.
b. LBD, Our logo, and other LBD material used in connection with the Program, the Material, the Website or a Platform are unregistered or registered trademarks of LBD (collectively ‘LBD Marks’).
c. ‘Intellectual Property’ includes all code, algorithms, copyright, fees, pricing, registered and unregistered LBD Marks, logos, slogans, designs, audio tracks, information, images, photographs, patents, know-how, trade secrets, ideas, methods, diagrams, drawings, databases, notes, documents, confidential information and any other proprietary or industrial rights relating to LBD (in each case whether registered or unregistered or whether capable of registration), together with any applications for registration and any rights to registration or renewal of such rights anywhere in the world and whether created before or after the date of this Participation Agreement, goodwill in the business and Program, trade, business company or organisation names, internet domain names and Material, the Website or a Platform, images and layout.
d. You agree that, as between You and Us, We own all Intellectual Property rights in the Program, the Material, the Website and the Platform and that nothing in the Participation Agreement constitutes a transfer of any Intellectual Property rights.
e. We own the Intellectual Property including copyright which subsists in all Material and creative and literary works displayed in the Program, the Website or a Platform.
f. The Material, the Program, the Website and the Platform is protected by copyright, trademark, patent, trade secret, international treaties, laws and other proprietary rights, and may have security components that protect digital information only as authorised by Us or the owner of the Material.
g. Other trademarks, service marks, graphics and logos used in connection with the Program, the Website or a Platform are the trademarks of their respective owners (collectively ‘Third Party Marks’).
h. The Intellectual Property, LBD Marks and Third Party Marks may not be copied, imitated, reproduced, modified or used, in whole or in part, without the prior written permission of Us or the applicable trademark holder.
i. Participants do not obtain any interest or licence in the Intellectual Property, LBD Marks or Third Party Marks without the prior written permission of Us or the applicable trademark holder.
20. User content
You may be permitted to post, upload, publish, submit or transmit relevant information and content (User Content) through the Website or a Platform. By making available any User Content, You grant to Us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the User Content, with the right to use, view, copy, adapt, modify, distribute, license, sell, transfer, communicate, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit such User Content on, through or by any means.
a. You agree that You are solely responsible for all User Content that You make available on or through the Website or a Platform and represent and warrant that:
i. You are either the sole and exclusive owner of all User Content or You have all rights, licences, consents and releases that are necessary to grant to Us the rights in such User Content (as contemplated by the Participation Agreement); and
ii. neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or Our use of the User Content on, will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
b. We do not endorse or approve, and are not responsible for, any User Content.
c. We may, at any time (at Our sole discretion), remove any User Content.
d. To the fullest extent permitted by law, We disclaim all warranties regarding User Content.
21. Outside Australia
If You participate in the Program outside of Australia, You are responsible for complying with the laws and regulations of the territory from which You participate in the Program.
22. Testimonials
We reserve the right, and You grant Us permission to utilise any comments or testimonials provided by You for the purposes of promoting the Program or Our business and services generally.
23. Miscellaneous
a. Headings used in the Participation Agreement are included for convenience only and will not limit or otherwise affect their meaning.
b. The failure of Us to exercise or enforce any right or provision of the Participation Agreement shall not constitute a waiver of such right or provision.
c. The Participation Agreement and any policies or operating rules provided by Us constitutes the entire agreement and understanding between You and Us and govern Your participation in the Program and use of the Materials and Platform, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between You and Us (including, but not limited to, any prior versions of the Participation Agreement).
d. Any ambiguities in the interpretation of the Participation Agreement shall not be construed against the drafting party.
e. If any clause or provision of the Terms of Participation is determined to be illegal, invalid or unenforceable under present or future law, then, You acknowledge and agree that the clause or provision so determined to be illegal, invalid or unenforceable shall be severable without affecting the enforceability of the remaining clauses or provisions.
f. These Terms of Participation and Your participation in the Program and any products and services provided by the Website or a Platform shall be governed by the laws of New South Wales, Australia.
g. If You have any questions about the Terms of Participation, please contact Us in writing by email to [email protected].