ONLINE MEMBERS AREA PLATFORM TERMS AND CONDITIONS
Welcome to Online Members Area! We provide a cloud-based platform (Platform) where you can connect with others and join private chat rooms.
In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean LLDB PTY. LTD. T/A Our Secret Spot (ACN 167 397 168).
These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a customer. You cannot use our Services unless you agree to these Terms.
Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.
For questions about these Terms, or to get in touch with us, please email: info@oursecretspot.com.au.
OUR DISCLOSURES
Please read these Terms carefully before you accept. We draw your attention to:
- clause 1.3 (Variations) which sets out how we may amend these Terms;
- clause 3.4 (Subscription) which sets out important information about your Subscription, including whether you can cancel your Subscription and whether your Subscription auto-renews;
- clause 11 (Liability) which sets out exclusions and limitations to our liability under these Terms; and
- the fact we may, but are not obliged to moderate or review any of your Content (including private messages) to verify compliance with these Terms (including our Community Guidelines) and any applicable laws.
We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform.
These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.
1. Engagement and Term
1.1 These Terms apply from when you sign up for an Account, until the date on which your Account is terminated in accordance with these Terms. We grant you a right to use our Services for this period of time only.
1.2 You must be at least 18 years old to use our Platform.
1.3 Variations: We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may close your Account and cancel your Subscription with effect from the date of the change in these Terms by providing written notice to us. If you cancel your Subscription:
-
- you will no longer be able to access our Services (including our Platform) on and from the date of cancellation; and
- if you have paid Subscription Fees upfront, you will be issued a pro-rata refund based on the portion of the Subscription Period remaining.
2. Our Services
2.1 Subject to your compliance with these Terms, we will provide you with access to our Platform (our Services).
2.2 Where we require access to your premises or computer systems in order to provide our Services, you agree to provide us with such access free from risk to the safety of our employees and contractors.
2.3 We will not be responsible for any other services unless expressly set out on in these Terms or on our Platform.
2.4 Adult Material: You acknowledge that you are aware that some of the User Content on the Platform may contain adult material, and you agree to take this into account when deciding where to access and view User Content. We will not be responsible to you if you suffer any loss or damage as a result of your accessing or viewing User Content containing adult material in a way which places you in breach of any contract you have with a third party (for example, your employment contract) or in breach of any applicable law.
2.5 Third Party Products or Services: Where you engage third parties to operate alongside our Services (for example, any third-party software systems you wish to integrate with our Platform), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise.
3. Account and User Content
3.1 You must sign up for an Account in order to access and use our Platform.
3.2 While you have an Account with us, you agree to:
-
- keep your information up-to-date (and ensure it remains true, accurate and complete);
- keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and
- notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.
3.3 While you have an Account with us, you agree to comply with our Community Guidelines as set out on the Platform.
3.4 You may be permitted to post, upload, publish, submit or transmit photos, videos, audio, livestream material, data, test (including comments and hashtags), metadata, images, emojis, GIFs, memes, and any other material and content (User Content) on the Platform.
3.5 You agree that you are solely responsible for all User Content that you make available on or through the Platform.
3.6 To the maximum extent permitted by law, you indemnify us from and against any liability that we may suffer, incur or otherwise become liable for, arising from or in connection with any breach of clause 3.3.
3.7 We may, but are not obliged to moderate or review any of your Content (including private messages) to verify compliance with these Terms (including our Community Guidelines) and any applicable laws.
3.8 Your User Content may be viewed by individuals that recognise your identity. We will not in any way be responsible to you if you are identified from your User Content.
4. Private Messaging
4.1 The Platform allows users to engage in private messaging with users they have connected with on the Platform.
4.2 We may suspend your access to our Services where we reasonably believe you have breached clause 3. If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end. Once terminated, you cannot create a new Account unless you receive our express permission.
4.3 To the maximum extent permitted by law, we will not be responsible for any liability arising from any communications, interactions or activities between users that occur outside of our Platform, including users chatting or exchanging contact information for the purposes of communicating externally.
5. Subscriptions
5.1 Once you have created your Account, you must choose a Subscription.
5.2 The Subscriptions we offer will be set out on our Platform, including details of each Subscription’s features and limitations, Subscription Fees and Subscription Periods.
5.3 During the Subscription Period, you will be billed for the Subscription Fees on a recurring basis, as set out on our Platform (Billing Cycle).
5.4 You will be billed for any Subscription Fees due at the beginning of each Billing Cycle. Our payments methods will be set out on our Platform. If you choose to pay your Subscription Fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out on our Platform).
5.5 You must not pay, or attempt to pay, any Subscription Fees by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account in accordance with your chosen Subscription, and you confirm that you are either the holder or an authorised signatory of that bank account.
5.6 Cancellation: Your Subscription continues for the Subscription Period and will not automatically renew at the end of the Subscription Period. If you wish to sign-up for a new Subscription at the end of the Subscription Period, you may do so through your Account.
5.7 Late Payments: If any Subscription Fees are not paid on time, we may:
-
- suspend your access our Services (including access to our Platform); and
- charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia’s cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.
5.8 Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).
6. Platform Licence
6.1 While you have an Account, we grant you a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person and, if you have a Subscription, will also be subject to the conditions of your Subscription (as set out on our Platform or in your Account).
6.2 You must not:
-
- access or use our Platform in any way that is improper or breaches any laws, infringes any person’s rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
- interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform;
- introduce any viruses or other malicious software code into our Platform;
- use any unauthorised or modified version of our Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Platform;
- attempt to access any data or log into any server or account that you are not expressly authorised to access;
- use our Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
- circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
-
- access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.
7. Availability, Disruption and Downtime
7.1 While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.
7.2 Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.
7.3 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.
8. Intellectual Property and Data
8.1 We own all intellectual property rights in our Services (including our Platform). This includes how our Platform looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Platform.
9. Confidential Information and Personal Information
9.1 While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.
9.2 However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.
9.3 We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on our website, and applicable privacy laws.
9.4 You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).
9.5 We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).
9.6 Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.
10. Consumer Law Rights
10.1 In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms.
10.2 Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.
10.3 If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)). If our Platform is not ordinarily used for personal, household or domestic use, our liability for a breach of your Consumer Law Rights is limited to either resupplying our Services, or paying the cost of having our Services resupplied.
11. Liability
11.1 To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:
-
- your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or
- any use of our Services by a person or entity other than you.
11.2 Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:
-
- neither we or you are liable for any Consequential Loss;
- a party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;
- (where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and
- our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the amount of any Subscription Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates, or if you do not have a Subscription, to AU$1,000.
12. Suspension and Termination
12.1 We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform). If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.
12.2 We may terminate these Terms (meaning you will lose access to our Services, including access to your Account, and any Subscription will be cancelled) if:
-
- you fail to pay your Subscription Fees when they are due;
- you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
- you breach these Terms and that breach cannot be remedied; or
- you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).
12.3 You may terminate these Terms if:
-
- we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or
- we breach these Terms and that breach cannot be remedied, and
if you have paid Subscription Fees upfront, you will be issued a pro-rata refund of any unused Subscription Fees based on the portion of the then-current Subscription Period remaining.
12.4 You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 13.8), and if you have a Subscription, termination will take effect at the end of your current Subscription Period.
12.5 Termination of these Terms will not affect any other rights or liabilities that we or you may have.
13. General
13.1 Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.
13.2 Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
If the Dispute is not resolved at that initial meeting:
-
- where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or
- where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Sydney, New South Wales, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.
13.3 Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.
13.4 Governing law: These Terms are governed by the laws of New South Wales, and any matter relating to these Terms is to be determined exclusively by the courts in New South Wales and any courts entitled to hear appeals from those courts.
13.4 Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.
13.5 Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.
13.6 Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.
13.7 Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.
13.8 Survival: Clauses 8 to 12 will survive the termination or expiry of these Terms.
13.9 Third Party Sites: Our Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites. If you purchase goods or services from a third party website linked from our Platform, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our Platform.
13.10 Definitions
14. In these Terms:
14. 1 Account means an account accessible to the individual or entity who signed up to our Services.
Community Guidelines means the rules that govern acceptable behaviour and User Content on our Platform which can be found on our Platform or here: (link)
Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute “Consequential Loss”.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.
Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.
Platform means our cloud-based platform that we provide you with access to as part of the Services.
Services means the services we provide to you, as detailed in clause2.1.
Subscription means the Subscription plan you have chosen through our Platform, which you use to access certain features and benefits.
Subscription Fees means the fees you pay to us to access your chosen Subscription.
Subscription Period means the duration of your Subscription (such as monthly, annually, or as otherwise set out on our Platform).