1.1 Welcome to www.karmaura.com.au (the Website), operated by the founder, Alana Kilpatrick ABN 22448498010 (Karmaura). The Website includes an online platform portal which provides you with the access to browse, purchase and view online pre-recorded instructional yoga videos and tutorials providing knowledge, techniques and skills to assist prenatal women during their pregnancy (the Services).
1.2 Through the Services, you will be able to view pre-recorded online videos and tutorials, that will provide you with the skills, knowledge, techniques and understanding to assist a prenatal woman during their pregnancy (the Online Tutorials).
1.3 Access to and use of the Website, or any of its associated products and/or Services, is provided by Karmaura.
2 Acceptance of these Terms
2.1 Please read these terms and conditions (the Terms) carefully. These Terms apply to the use of our Website, the Services and products. By using, browsing, signing up to and/or making payment through the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease use of the Website and the Services immediately.
2.2 If you are signing up on behalf of a company, you warrant that you have the authority to act on behalf of the company and bind the company to these Terms.
2.3 You accept these Terms by registering for the Services, making payment to Karmaura, browsing the Website, or by creating an account. You may also accept the Terms by clicking ‘I Accept’ or ‘I Agree’ to the Terms where this option is made available to you by Karmaura in the user interface of the Website.
2.4 You may not use the Services and may not accept the Terms if:
(a) you are not of legal age to form a binding contract with Karmaura; or
(b) you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.
2.5 By engaging Karmaura or purchasing the Online Tutorials, you acknowledge and understand that Karmaura does not provide you with any specialist, professional or technical advice which includes but is not limited to legal, accounting, financial planning, tax advice or health professional advice. For further information, please read the Terms carefully.
2.6 Karmaura reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Karmaura updates the Terms, it will use reasonable endeavours to provide you with notice of the same. Any changes to the Terms take immediate effect from the date of their publication. The access and use of the Website by you after Karmaura makes any changes constitutes the acceptance of any such changes and you will be bound by those changes. If you do not agree to any changes, you must cease usage of the Website and Services immediately.
2.7 Before you continue, Karmaura recommends that you keep a copy of the Terms for your records. Karmaura recommends that you regularly check these Terms for any material changes.
3.1 By Karmaura offering its Services to you, you agree and acknowledge that:
(a) unless otherwise stated, all amounts are listed in Australian Dollars (AUD) and are inclusive of GST;
(b) Karmaura may receive a commission from third parties in relation to provision of the Services to you;
(c) Karmaura does not, at any time, provide any guarantees whatsoever, whether express or implied, with respect to the success of the Services;
(d) you shall remain solely responsible for assessing the implications and risks of using the Services; and
(e) these Terms do not create a relationship of employment, trust, joint venture, agency, partnership or other relationship of a fiduciary nature between the parties.
3.2 You acknowledge that Karmaura has entered into these Terms in reliance on the acknowledgements, representations and warranties given by you in these Terms.
4.1 Our Website provides our clients with Four (4) membership subscriptions whereby a Member can access all Online Tutorials/Services available on the Website for the following duration:
(a) Monthly membership;
(b) Three (3) month subscription;
(c) Six (6) month subscription; and
(d) Gift voucher for friends and/or family
4.2 All paid subscriptions offer exclusive access to all Services available on the Website.
5 Account Set Up
5.1 To access the Services, you are required to register for an account with the Website (the Account) and complete an application form. You may register for an Account and complete the application form via the Website.
5.2 As part of the registration process or as part of your continued use of the Services, you will be required to provide personal information about yourself, including the following:
(a) full name;
(b) date of birth;
(c) email address;
(d) mailing address;
(e) telephone number;
(f) the company name (if using the Website on behalf of a company);
(g) a preferred username; and
(h) a preferred password.
5.3 You acknowledge and agree:
(a) any information you provide to Karmaura in the course of completing the registration process will always be accurate, correct and up to date;
(b) providing false and misleading personal information is grounds for immediate termination of your account or banning you from the Website without notice; and
(c) by supplying Karmaura with your address, email address and phone number, you may receive regular emails, newsletters, telephone calls or SMS updates from Karmaura to keep you informed about Karmaura’ activities. If you do not wish to receive updates from Karmaura, you may opt out by contacting Karmaura at email@example.com
5.5 Once you have completed the registration process and created an Account, you will be a registered member of the Website (the Member) and agree to be bound by the Terms. As a Member you will be granted immediate access to the Services.
6 Your Account Obligations
6.1 As a Member, you acknowledge and agree that:
(a) you are solely responsible for the activity that occurs under your Account;
(b) you have the sole responsibility for protecting the confidentiality of your password and/or email address and you will not disclose to any third party the password used to access your Account. You agree to immediately notify Karmaura in writing at firstname.lastname@example.org of any unauthorised use of your password or email address or any breach of security of which you have become aware. Use of your password by any other person may result in the immediate cancellation of the Services;
(c) any use of your registration information by any other person, or third parties, is strictly prohibited;
(d) you will comply with the Terms and any Online Tutorials guidelines;
(e) you will use the Website and the Services only for the purposes that are permitted by:
(i) the Terms;
(ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
(f) access and use of the Website, Services and Account is non-transferable and allows for the sole use of the Website by you for the purposes of Karmaura providing the Services and only for the duration that you are a Member;
(g) appropriate legal action will be taken by Karmaura for any illegal or unauthorised use of the membership, Website and Services;
(h) you must not:
(i) expressly or impliedly impersonate another Member or use the Account or password of another Member at any time;
(ii) use the Services or Website for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited emails or unauthorised framing of or linking to the Website;
(iii) provide false information including false names, address and contact details;
(iv) use the Website unlawfully or in a manner that violates any applicable laws, regulations or these Terms;
(v) hack into any part of the Website or attempt to circumvent Karmaura’ security or network to access data not intended for you;
(vi) interfere with the servers or networks connected to the Website or the Services, or violate any of the procedures, policies or regulations of networks connected to the Website or the Services;
(vii) engage in conduct or access the Website in a way that will impose an unreasonable or large burden of traffic demands on Karmaura’ infrastructure;
(viii) act in a way that is unlawful, harassing, threatening, abusive, violent, discriminatory, intimidating, or predatory, or that otherwise would disrupt others’ enjoyment of the Services.
(ix) create derivative works of the Website or an application substantially similar or a direct copy of the Website such that confusion may occur as to which Website is operated by Karmaura;
(x) copy, or produce a substantially similar, Online Tutorials to the one that was provided to you through the Services without referencing Karmaura;
(xi) resell or export the software associated with the Website or any Online Tutorials;
(xii) resell or upload to another website any of part of the Online Tutorials and any videos, written content, tools and templates provided to you throughout the Online Tutorials provided to you;
(xiii) resell the Online Tutorials and any videos, written content, tools and templates provided to you throughout the Online Tutorials; and/or
(xiv) automate the use of the Website or the Services, and
(i) you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website without notice and may result in termination of the Services. Appropriate legal action will be taken by Karmaura for any illegal or unauthorised use of the Website.
6.2 You acknowledge and agree that Karmaura reserves the right, at any time and without prior notice, to remove or disable a Member’s access to its Account or to the Online Tutorials at Karmaura’ sole discretion without notice and for any reason, including, but not limited to, situations where Karmaura, in its reasonable opinion, determines that the Member has violated these terms, or may violate these Terms.
7 The Online Tutorials
7.1 The Website provides you with an opportunity to purchase and view the Online Tutorials.
7.2 To purchase the Online Tutorials, you are required to be a Member.
7.3 Upon completion of the Online Tutorials, you may receive a certificate of attainment and may include the completion of the Online Tutorials on your resume. You acknowledge and agree that the Online Tutorials is not a recognisable qualification.
7.4 You acknowledge and agree that you are responsible for providing your own device to view and participate in the Online Tutorials.
7.5 Karmaura may engage third parties to conduct the Online Tutorials.
7.6 You acknowledge and agree that the Online Tutorials is:
(a) for educational purposes only and to be relied solely as a guide;
(b) not professional health advice and you must consult your doctor or a health professional prior to undertaking the Services;
(c) not financial, accounting, taxation or legal advice; and
(d) is not tailored to your specific requirements or circumstances.
7.7 Delivery of the Online Tutorials
(a) Karmaura will deliver the Online Tutorials to you through the Website.
(b) You acknowledge and agree that the Online Tutorials is not a one-on-one mentorship.
(c) Access to any Online Tutorials material, include, but not limited to pre-recorded online videos, that provide techniques, skills and knowledge available to you via the Website.
(d) Karmaura hosts and delivers the Online Tutorials though platforms owned and controlled by third parties, other than Karmaura (each a Third Party Platform).
(e) You will be required to use a Third Party Platform for Karmaura to provide the Online Tutorials to you.
(f) Karmaura is not responsible for and does not endorse or accept any responsibility for the availability, contents, products, services or use of any Third Party Platform, any platform accessed from a Third Party Platform or any changes or updates to such sites. Karmaura makes no guarantees about the content or quality of the products or services provided by such sites. If you have enabled any Third Party Services, the third party may contact you by email and/or phone with instructions on how to access your benefits and to keep you informed of their services. You may be required to accept additional terms located on the Third Party Platform.
(g) By using any product, service, or functionality originating from the Website, you are allowing Karmaura to share information with any third party with whom Karmaura has a pertinent contractual relationship – any information necessary to facilitate its provision of products, services, or functionality to you.
(h) By purchasing a membership to the Online Tutorials, you understand and agree to accept any Third Party Platform’s terms and conditions and privacy policies required to use the Online Tutorials.
(i) Karmaura may remove any Online Tutorials at any time.
(j) Karmaura does not guarantee any results from the use of any Online Tutorials and results may vary.
(k) Karmaura may change the timing or method of delivery of the Online Tutorials which includes but is not limited to changing the:
(i) date; and
(ii) content, the amount of content or the length of the content.
8.1 When purchasing One of the Four (4) Membership Subscriptions to obtain the Online Tutorials through the Website, you agree to the payment of the purchase price set out on the Website for the Online Tutorials (the Subscription Fee).
8.2 All prices are quoted in Australian Dollars (inclusive of GST). Karmaura reserves the right to change or alter the Subscription Fees at any time, at their sole discretion, and without notice.
8.4 You agree and acknowledge that payment of any one of the Membership Subscriptions:
(a) grants you non-exclusive, non-transferable, non-sub licensable to the Services;
(b) to access the Services via the Membership Subscriptions, you are required to pay the Subscription Fee in advance of each subscription period.
(c) you will have access to the Services at the date that you make payment of the first Subscription Fee;
(d) you will pay for the Subscription Fee through our selected Payment Gateway Providers. We reserve the right to change our Payment Gateway Providers from time to time;
(e) we will continue to charge you the Subscription Fee in accordance with the duration of your selected Membership Subscription, until and at such a time your subscription runs out. Should you not elect to re-subscribe further and make payment of the Subscription Fee, your Services will be Terminated. Alternatively, You may elect to terminate your Membership Subscription by notice. If you would like to terminate your Membership Subscription, then you need to email email@example.com at least thirty (30) days prior to the date that you would like to terminate the subscription;
(f) you agree and acknowledge that any refunds, as a result of terminating your Membership Subscription, will be on a pro-rated basis;
(g) you must not transfer or assign the subscription benefits associated with the subscription to another individual or entity;
(h) Karmaura reserves the right to increase the Subscription Fee at any time by giving you notice. Your continued access to the Membership Subscription depicts your confirmation of the amended Subscription Fee; and
(i) Karmaura will suspend or terminate your access to the Services if you do not pay the Subscription Fee within the required time frame.
8.5 You acknowledge that where a request for the payment of the processing fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the processing fee.
8.6 Following payment of the Subscription Fee being confirmed by Karmaura, you will be issued with a receipt to confirm that the payment has been received and Karmaura may record your purchase details for future use.
9.1 In the event you elect to pay the Purchase Price by way of direct debit and/or credit card and there is a chargeback by your credit provider, Karmaura may suspend or terminate the Services immediately. You will be charged the then current Karmaura administration fee, available on the Website, plus GST (Administration Fee), and you agree to pay 2% plus the Cash Rate Target set by the Reserve Bank of Australia (the Interest) on amounts which remain unpaid after thirty (30) days from the date of the tax invoice. Upon payment of the Administration Fee and Interest in accordance with the Terms, Karmaura may reinstate the Services to you.
9.2 You acknowledge and agree that where a request for the payment of the Purchase Price is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Purchase Price.
9.3 Karmaura reserves the right to terminate or suspend your access to the Services in the event that you fail to pay any payment pursuant to the Services.
10.1 You may postpone the commencement date and/or the completion date of the Online Tutorials at your sole discretion, by contacting Karmaura at firstname.lastname@example.org.
10.2 You acknowledge and agree that no refund will be provided to you if you elect to commence the Online Tutorials at a later date.
11 Refund Policy
11.1 If, for whatever reason, you are unsatisfied with the Services please contact Karmaura at email@example.com outlining why you believe you are entitled to a refund of any Purchase Price so that Karmaura are able to determine whether a refund should occur.
11.2 Any refunds granted pursuant to this clause will be at Karmaura’ sole discretion.
12 Copyright and Intellectual Property
12.1 Intellectual Property Rights means all intellectual property rights and proprietary rights (whether registered or unregistered) including but not limited to: any processes, formulae, technology, systems, reports, drawings, specifications, computer software (including source codes and object codes), blue-prints, patents, discoveries, inventions, improvements, trade secrets, technical data, research data, know-how, logos, registered and unregistered trade marks and service marks (including, but not limited to, goodwill and other intangible rights), registered and unregistered designs, design rights, rights in circuit layouts, copyright and the right to keep confidential information confidential and any other rights in the nature of intellectual property rights.
12.2 The Website, the Services, the Online Tutorials and all of the related techniques, skills, knowledge, exercises, documents, materials, products and Services of Karmaura (the Material) are subject to Intellectual Property Rights under the laws of Australia and by International Treaties. Unless otherwise indicated, all Intellectual Property Rights in the content and compilation of the Materials (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, lists, design elements, interactive features) (the Content) are owned or controlled for these purposes and are reserved by Karmaura.
12.3 Karmaura does not grant you any other rights whatsoever in relation to the Material and/or the Content unless expressly stated herein. All other rights are expressly reserved by Karmaura.
12.4 Karmaura grants you a revocable, limited, non-exclusive, royalty free license to view the Online Tutorials for personal, non-commercial, educational purposes pursuant to these Terms and conditional upon the payment of the Purchase Price. You may read and copy the Material to the extent necessary to use the Services and receive the Online Tutorials, but you may not publish, resell or sub-licence it.
12.5 All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks, patents belong to Karmaura. Unless otherwise indicated, the Terms do not transfer to you any Company or third party’s right, title, and interest in copyright, patents, trade marks or service marks.
12.6 You are solely responsible for obtaining written permission before reusing, broad casting, republishing, posting, transmitting, distributing, showing, playing in public, adapting or changing in any way any copyrighted material that is available on our site and Website. Any unauthorised use of the materials appearing on our Website may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.
13 Modification of the Website
13.1 We reserve the right at any time and from time to time to modify or discontinue the Website, either temporarily or permanently, with or without notice. We will not be liable to you or any third party for any modification, price change, suspension or discontinuance of the Website.
13.2 From time to time we may issue an update to the Website which may add, modify and/or remove features from the Website. These updates may be pushed out automatically with little or no notice. If there is a material change to the permissions required to run the Website, we will seek your agreement to the permissions and at such time you may choose to accept or not.
15 Storage and Security of Personal Data
15.1 Any information you enter on our Website or give us in any other way, from time to time, is protected by our secure server or by a third party on our behalf using an approved secure server. You may provide information and documents (Personal Data) to enable us to send information or process your Membership Subscription. We may also collect additional Personal Data at other times, including but not limited to contact lists, GPS location, passwords, feedback or communication with Karmaura customer support.
15.3 We may collect other information about your use of the Website, login information, data storage and other similar information for the purpose of improving our Services. At no time will we sell, rent or share your Personal Data with any third parties for marketing or similar purposes, without your express consent or unless required by law.
15.4 We do not keep your Personal Data when you terminate your use of the Website and our Services. We periodically purge the database to ensure any outdated information that may personally identify you is wiped from our database.
16 Disclosure of Your Information
16.1 We may from time to time need to disclose certain information, which may include your Personal Data, to comply with a legal requirement, such as a law, regulation, court order, subpoena, warrant, in the course of a legal proceeding or in response to a law enforcement agency request. the Company may also use your Personal Data to protect the rights, property or safety of Karmaura, its customers or third parties.
16.2 If there is a change of control in one of our businesses (whether by merger, sale or otherwise), or a sale or transfer of its assets, customer information, which may include your Personal Data, could be disclosed to a potential purchaser under an agreement to maintain confidentiality, or could be sold or transferred as part of that transaction. We would only disclose your information in good faith and where required by any of the above circumstances.
17 Third Parties
17.1 We do not and will not sell or deal in personal or customer information at any time.
17.2 Karmaura is committed to the privacy and security of our clients. We will never disclose your personal details or any Personal Data to a third party, except the necessary information required by providers of Services you have purchased or to protect the rights, property or safety of Karmaura, its customers or third parties or if required by law.
17.4 We may use Google and/or other third-party service providers to serve ads on our behalf across the Internet and sometimes on our Website. They may collect anonymous information about your use and visits to our Website and your interaction with our Services. They may also use this information to provide more relevant advertisements about goods and Services of interest to you.
18 General Disclaimer
18.1 You acknowledge and agree that Karmaura does not make any terms, guarantees, warranties, representations or conditions whatsoever regarding the Online Tutorials other than provided for pursuant to these Terms.
18.2 Karmaura does not provide any guarantees as to the quality of the Online Tutorials purchased.
18.3 Karmaura does not provide any guarantees as to your success by your reliance on the information provided during the Online Tutorials.
18.4 Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
18.5 If you are not a Consumer (under the Australian Consumer Law), you agree that Karmaura has no direct or indirect liability (including in negligence) to you in any way related to your use of the Website or the Services.
18.6 If you are a Consumer (under the Australian Consumer Law), Karmaura limits all its direct and indirect liability (including in negligence) to you to the Consumer Guarantees under the Australian Consumer Law.
18.7 Subject to this clause, and to the extent permitted by law:
(a) all terms, guarantees, warranties, representations or conditions which are not expressly stated in these Terms are excluded; and
(b) Karmaura will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services, Online Tutorials or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
18.8 Use of the Website, the Services, and viewing the Online Tutorials is at your own risk. The Website, the Services, and the Online Tutorials of Karmaura, are provided to you on an “as is” and “as available” basis, without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors, third party content providers or licensors of Karmaura (including any third party where the Online Tutorials is made available to you) make any express or implied representation or warranty about its Material, Content, Online Tutorials or any services (including the Services of Karmaura) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
(a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
(b) the accuracy, suitability or currency of any information on the Website, the Services, or any of its Online Tutorials related products (including third party material and advertisements on the Website);
(c) costs incurred as a result of you using the Website, the Services, or any of the Online Tutorials;
(d) the Material, Content or operation in respect to links which are provided for the Member’s convenience;
(e) any failure to complete a transaction, or any loss arising from e-commerce transacted on the Website; or
(f) any defamatory, threatening, offensive or unlawful conduct of third parties or publication of any materials relating to or constituting such conduct.
19 Limitation of liability
19.1 Karmaura’ total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the most recent Purchase Price paid by you under these Terms or where you have not paid the Purchase Price, then the total liability of Karmaura is the resupply of information or Services to you.
19.2 You acknowledge and agree that Karmaura, its affiliates, employees, agents, contributors, third party content providers and licensors shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, or consequential loss, loss of profits , goodwill, or business reputation and any other intangible loss which may be incurred by you, however caused, including but not limited to, a Third Party Platform and your reliance on any information provided to you through the viewing of the Online Tutorials, and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
19.3 Karmaura is not responsible or liable in any manner for any site content (including the Material, Content, Online Tutorials, Uploaded Materials, and third party content) posted on the Website or in connection with the Services, whether posted or caused by users of the Website, by third parties or by any of the Services offered by Karmaura.
19.4 Karmaura does not control and is not responsible for the behaviours and actions of Members. Accordingly, Karmaura is not responsible for any offensive, inappropriate, obscene or unlawful content or actions that you may encounter when viewing the Online Tutorials or in connection with your use of the Services.
19.5 Force Majeure means a circumstance beyond the reasonable control of a party and which results in that party being unable to observe or perform an obligation on time under these Terms(other than an obligation to make a payment). Such circumstances include but are not limited to:
(a) acts of God, lightning strikes, earthquakes, floods, droughts, storms, tempests, mud slides, washaways, explosions, fires and any natural disaster;
(b) acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution;
(c) disease and a pandemic; and
(d) failure of internet and telecommunication services.
19.6 Karmaura will be excused from and not liable for any delay or failure in performance hereunder, other than the payment of money, caused by reason of a Force Majeure event.
20.1 You agree to indemnify Karmaura its affiliates, employees, agents, contributors, third party content providers and licensors from and against all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with your use of the Website and/or Services, including but not limited to:
(a) any misuse of the Website or Services by you, including and without limitation, any dishonest, inaccurate, incomplete, fraudulent, negligent, wrongful, unlawful, or criminal act or omission by you;
(b) your breach of the Terms, including any misuse of the Materials; or
(c) any activity which you engage in on the Website or through Karmaura.
20.2 This indemnity will survive termination of the Terms.
21 Termination of Services
21.1 The Terms will continue to apply until terminated by either you or by Karmaura as set out below.
21.2 If you want to terminate the Terms, you may do so by:
(a) providing Karmaura with a written notice at any time of your intention to terminate to Karmaura at firstname.lastname@example.org; and
(b) closing your accounts for all of the Services which you use where Karmaura has made this option available to you.
21.3 Your elected termination will be effective upon receipt of the notice of your intention to terminate by Karmaura.
21.4 Karmaura may at any time, terminate the Terms with you if:
(c) you have breached any provision of the Terms or intend to breach any provision;
(d) Karmaura is required to do so by law;
(e) the partner, if any, with whom Karmaura offered the Services to you has terminated its relationship with Karmaura or ceased to offer the Services to you;
(f) Karmaura is transitioning to no longer providing the Services to Members in the country in which you are resident or from which you use the Services;
(g) the provision of the Services to you by Karmaura is, in the opinion of Karmaura, no longer commercially viable;
(h) if you have used the Services:
(i) in breach of any law;
(ii) in a way that is misleading or deceptive;
(iii) in a way which is unreasonable as determined by Karmaura at its absolute discretion; or
(iv) in a manner which can or does bring Karmaura into disrepute or could damage Karmaura’ reputation as determined by Karmaura at its absolute discretion.
21.5 Subject to local applicable laws, Karmaura reserves the right to discontinue or cancel your access to the Services at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct damages Karmaura’ name or reputation or violates the rights of those of another party.
21.6 Upon the termination of your Account, all of the legal rights, obligations and liabilities that you and Karmaura have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities indefinitely.
22 Dispute Resolution
22.1 If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought):
(a) A party to the Terms claiming a dispute (Dispute) has arisen under the Terms, must give written notice to the other party detailing the nature of the Dispute, the desired outcome and the action required to settle the Dispute.
(b) On receipt of that notice (Notice) by that other party, the parties to the Terms (the Dispute Parties) must within seven (7) days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree.
(c) If for any reason whatsoever, twenty-one (21) days after the date of the Notice, the Dispute has not been resolved, the Dispute Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Australian Mediation Association or his or her nominee.
(d) The Dispute Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing.
(e) It is agreed that the mediation will be held in Queensland, Australia.
(f) For the avoidance of doubt, the Dispute Parties need not attend the mediation or other means of resolution in person. The Dispute Parties may attempt to resolve the matter via any means of electronic communications.
(g) All communications concerning negotiations made by the Dispute Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.
(h) If thirty (30) days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Dispute Party may ask the mediator to terminate the mediation and the mediator must do so.
(i) In the event that the Dispute is not resolved at the conclusion of the mediation, either Dispute Party may institute legal proceedings concerning the subject matter of the Dispute thereafter.
23 Venue and Jurisdiction
23.1 In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of Queensland, Australia.
24 Governing Law and Jurisdiction
24.1 The Terms are governed by the laws of Queensland, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Queensland, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
25.1 Karmaura may provide any notice to you under the Terms by sending a message to your email address. The notice provided by Karmaura to you by email shall be deemed to have been properly given on the date Karmaura sends the email, regardless of whether you have received the email.
25.2 Unless specified otherwise, any notices provided by you to Karmaura must be in writing and sent to email@example.com.
26 Independent Legal Advice
Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
27 Entire Agreement
These Terms and any terms referenced or linked herein constitute the entire agreement between the parties concerning the subject matter of the agreement and supersede all previous communications, representations, inducements, undertakings, agreements or arrangements between the parties.
If any part of the Terms is found to be void or unenforceable, that part shall be severed and the rest of the Terms shall remain in force.
29.1 A waiver of any right, power or remedy under this Agreement must be in writing signed by the party granting it.
29.2 A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.
29.3 The fact that a party fails to do, or delays in doing, something the party is entitled to do under this Agreement does not amount to a waiver.
30.1 Karmaura may assign or transfer its rights or obligations under the Terms without your consent.
30.2 You may not assign or transfer your rights or obligations under the Terms without prior written consent of Karmaura. A purported assignment without written consent will be deemed to be void and convey no rights.
If you wish to notify us about anything relating to these Terms, please contact us firstname.lastname@example.org