Access to and use of the Platform by you (User) is subject to these terms of use and any other terms, conditions, notices or disclaimers displayed by us in the Platform (collectively Terms).
A User may be permitted to use the Platform to:
By accessing and using the Platform, including registering for an Account (see section 2 below), the User is taken to have read, accepted and agreed to be bound by these Terms. If the User does not accept these Terms, the User must immediately cease using the Platform.
We may vary these Terms at any time by publishing amended Terms on our website. The User will be taken to have accepted the amended Terms if, after their publication, the User continues to use the Platform. We may also vary the functionality or operation of the Platform from time to time.
We grant the User a non-exclusive, non-transferable licence to access and use the Platform in accordance with these Terms.
These Terms, and the User's right to use the Platform, commence upon acceptance of these Terms by the User and continue until terminated in accordance with these Terms.
The User may register the User's details to create an account on the Platform (Account). When creating an Account, the User must provide information that is accurate, complete, and current and not in any way misleading or deceptive. You must be at least 18 years of age in order to be eligible to create an Account.
When creating an Account, the User may be required to nominate whether to create an Account as an Expert or a Member. An Expert may create a secondary Account as a Member, in order to access other content on the Platform.
The Account is personal to the individual creating it. The User must keep the User's login information secure and confidential. The User will be responsible for any access to or use of the Platform via the User's Account if the User provides the User's access credentials to any other person or fails to adequately safeguard them. If the User creates an Account on behalf of a corporate or other entity, the User warrants that the User has the authority to do so granted by that entity.
If the User suspects that there has been unauthorised use of the User's Account, any breach of security, or if the User has any other concerns or complaints relating to the Platform, the User agrees to notify us at the email address [email protected] as soon as possible.
The User is entirely responsible for maintaining the confidentiality of the User's username and password and for any and all activities that are conducted through the User's Account.
The User agrees to notify us as soon as possible if the User believes that the User's access credentials for the Platform have been compromised (eg, obtained by a third party).
The Platform allows for transactions to be entered into between Members and Experts. This may involve a Member purchasing a membership to access content published by an Expert (Membership), or the Member purchasing a Series offered by an Expert (Series) on the Platform.
The User acknowledges and agrees that we are not party to, or otherwise involved in, any transaction for the purchase of a Membership or a Series (collectively, Content), other than to facilitate the processing of fees on behalf of the Users as described in section 7 below. Any such transaction is solely a matter between the Member and the Expert.
The User agrees that a legally-binding contract for the purchase of the Content will be formed between the Expert and the Member when the Member elects to purchase that Content through the Platform. That contract will incorporate any applicable terms and conditions published on the Platform and/or agreed in writing by the Expert and Subscriber.
We will not be privy to, participate in, be responsible for, or enforce any contract entered into through the Platform. The User acknowledges and agrees that we do not act as a vendor, broker, auctioneer or agent with respect to any such transactions or contracts.
This section 4 applies to each User who accesses the Platform as a Member.
The Member acknowledges and agrees that it is the responsibility of the Member to assess the Expert and the Content offered and to decide whether to purchase the Membership or Series.
The Member acknowledges and agrees that we do not in any way make any warranty, representation or guarantee in respect of:
The Member acknowledges that we do not pre-screen, check or approve Content that is uploaded to the Platform.
The Member may cancel a membership at any time through the Platform, in which case the access to that Expert's Content will cease from the end of the period for which the Membership has been paid.
From time to time, certain Experts may be granted a particular designation or status on the Platform. The Member agrees that any such designation does not constitute an endorsement or recommendation of the Expert, the Content offered by that Expert, or any qualifications, features or expertise of that Expert or their Content by us.
You acknowledge and agree that we will not be liable for any use of or reliance on the Content by any Subscriber.
The Member acknowledges and agrees that any information contained in the Platform regarding particular Content, including without limitation details regarding the nature, quality, quantity, features or characteristics of any Content, will be as provided by the Expert. We will endeavour to ensure that information displayed in the Platform is correct and up-to-date, but the Member agrees that we bear no liability regarding that information, including where any of the information is or becomes incorrect or incomplete.
The Member may have the opportunity from time to time to provide feedback or comments through the Platform. The Member hereby grants us a perpetual, irrevocable, royalty-free, worldwide licence (with the right to sub-license) to use and exploit any intellectual property rights in any such feedback, without attribution to the Member.
This section 5 applies to applies to each User who accesses the Platform as an Expert.
The Expert agrees to ensure that any description of the Content provided by the Expert will clearly and accurately describe the relevant Membership and/or Series and contain sufficient detail to provide potential Members with enough information to be able to understand the nature of the Content. The Expert will use all reasonable endeavours to provide Content that meets the descriptions offered.
The Expert warrants and undertakes that any description of the Expert's qualifications, knowledge or expertise provided by the Expert are accurate and not misleading or deceptive in any way. The Expert acknowledges that we may (but are under no obligation to) take steps to verify the information provided by the Expert, including by contacting third-party sources of information such as public registers.
The Expert must fully cooperate with us in relation to any verification we undertake, including any “know your customer” checks that we may undertake. Satisfactory completion of such activities may be a requirement in order for the Expert to use the Platform, upload Content and/or receive Membership Fees.
The Expert must ensure that all Content uploaded by the Expert complies with all of our policies and guidelines as published on or provided through the Platform. These policies and guidelines may be amended by us from time to time, acting reasonably.
Without assuming any responsibility for monitoring or moderating any Content, we reserve the right, in our sole and absolute discretion, to (without notice to the Seller):
In addition to removing Content from the Expert's Account, we may also suspend or terminate the Expert's access to the Platform in accordance with clause 12. If the Expert's account is suspended or terminated, we may direct the Expert to refund all Membership Fees paid by Members for Content that will not be received due to the suspension or termination (less any transaction fees).
From time to time, certain Experts or Content may be granted a particular designation or status on the Platform, or may be featured or highlighted on the Platform. Any such designation will be made in our sole discretion having regard to such factors as we consider relevant. We will bear no liability for granting, or refusing to grant, any such designation to any Expert or Content in any circumstances.
The Expert agrees to complete any transaction for the provision of Content that is initiated or commenced on the Platform through the Platform only. The User will not make arrangements for the access to Content offered on the Platform other than through the Platform, or take any action that directly or indirectly diverts a transaction for access to Content from the Platform, circumvents the Platform or facilitates or encourages contact between the Expert and other users outside of the process provided for by the Platform relating to a Transaction.
All Content (including without limitation all text, images, information and other data) that the Expert provides for access through the Platform is the Expert's sole responsibility.
By uploading the Content, the Expert warrants that:
The Expert grants us a non-exclusive, perpetual, irrevocable, payment-free, worldwide licence (with the right to sublicense) to use the Content and any associated intellectual property rights for the purpose of operating and providing the Platform, to publicise or promote our services (including without limitation use on our website and in marketing material), and for our other business purposes.
The User agrees to only use the Platform in accordance with, and for the purposes contemplated by, these Terms and in accordance with the laws of Australia. The User's continued access to and use of the Platform is subject to the User's ongoing compliance with these Terms.
The User must not, directly or indirectly:
The User agrees to report any issue, inaccuracy, malfunction or other problem with the User's Account or the Platform as soon as practicable after such an issue becomes apparent to the User.
This section 7.1 applies to applies to each User who accesses the Platform as a Member.
If the Member chooses to purchase Content from an Expert, the Member must pay the fees indicated in the Platform for that Content (Membership Fee). The Member acknowledges and agrees that the Membership Fee is determined by the relevant Expert, and not by us. If the Membership Fee includes a recurring (eg, monthly) payment, the User agrees that the Membership Fee may be charged to the Member on the relevant recurring basis until the Membership is cancelled. The Member is responsible for ensuring that the chosen method for payment of the Membership Fee will be effective. If a Membership Fee is not paid for any reason, we may suspend the Members access to the Content and/or Platform immediately and without notice.
This section 7.2 applies to applies to each User who accesses the Platform as an Expert.
The Expert will be solely responsible for determining the amount of the Membership Fee payable for the Content that they make available through the Platform. We publish the Membership Fees and facilitate payment processing on behalf of the Expert.
The Expert acknowledges and agrees that 15% of the Membership Fee will be paid to us in consideration of the Expert's access and use of the Platform (>Kumu Fee). We will collect the Membership Fee on behalf of the Expert, and will remit the payments to the Expert after deducting the Kumu Fee.
We will pay 1% of the Member Fee to a charity or charities of our nomination. The frequency that these donation payments are made, and the selection of the recipient charities, will be in our discretion.
We are committed to providing secure online payment facilities and have engaged Stripe Payments Australia Pty Ltd ACN 160 180 343 to provide a payment processing service (Stripe Payments Gateway) for the Platform. All transactions are encrypted using industry-standard encryption technology.
If you are an Expert, you will be required to establish an account on the Stripe Payments Gateway in order to receive Membership Fees.
The User agrees to comply with any terms and conditions for use of the Stripe Payments Gateway (whether as Member or Expert). There may be additional terms in respect of ongoing payments for Memberships.
At the time of purchasing the Content, the Member will make payment using such payment methods permitted by the Stripe Payments Gateway, which may include a credit or debit card or Apple Pay.
We will endeavour to make the Platform available continuously, however the Platform is provided as-is and we do not represent or guarantee that it will always be available, uninterrupted, secure or fault-free.
The User acknowledges that there may be times when the User will be unable to access the Platform, which may be due to:
We are not liable to the User or to any other person if the Platform becomes temporarily or permanently unavailable at any time. Members will not be entitled to a refund of the Membership Fees due to any inability to access or unavailability of the Platform.
We take reasonable precautions to protect data that the User submits to the Platform from loss, misuse and from any unauthorised access, disclosure or modification. However, we do not warrant, and we are not liable to the User, if any data the User submits to the Platform is lost, or accessed, misused, disclosed or modified by an unauthorised person. The User acknowledges that use of the Platform is entirely at the User's own risk. We recommend that all Users take reasonable precautions to guard against the consequences of loss of any data the User submits to the Platform, including that Experts retain back-up copies of all of their Content. We may be unable to restore Content from our own back-up sources if Content is lost. The User acknowledges that we have no liability for any loss of any data and that it is the User's responsibility to safeguard the User's data.
The User agrees that we may use data in relation to the User's Account and the User's use of the Platform to facilitate transactions, support or improve the Platform, provide services to users, provide recommendations or insights to Experts, and for our other business purposes.
We may from time to time remove data from the Platform without notice to the User for any reason, including where we determine that it is outdated, obsolete, or not in compliance with the Terms.
The User acknowledges and agrees that the Platform may include features that allow us to identify, track and analyse certain aspects of the use and performance of the Platform, and the User consents to the use of such features. Any such activities will be conducted for purposes that include assessing compliance with these Terms or improving the Platform.
We may at any time (but are not obliged to) monitor and audit the use of the Platform, the Content uploaded, and related activities such as communications by the User or any other person, including to verify compliance with these Terms, and the User consents to such monitoring.
Unless specified otherwise, all copyright and other intellectual property rights in content on the Platform (including text, graphics, designs, layouts, trade marks, logos, animations and/or sound recordings) belongs to us or is licensed to us.
The copyright and other proprietary rights in such materials are protected by copyright and other intellectual property laws and treaties.
We grant the User permission to use these materials solely for the purpose of using the Platform in the manner contemplated by these Terms. The User may use Content from the Platform for the User's personal use. No material from the Platform may be downloaded and saved (including without limitation by screen capturing or recording), copied, reproduced, distributed, modified, adapted, uploaded, transmitted, reused, re-posted, printed, published, stored, commercialised, used to create derivative works or framed within another website without our prior written permission.
We may suspend or terminate the User's access to all or any part of the Platform at any time for any reason including but not limited to if we determine that the User is in breach of these Terms or any other agreement between the User and us. If the User's access to all or any part of the Platform is suspended or terminated, all restrictions on the User and all disclaimers, exclusions and limitations of liability set out in these Terms will survive such suspension or termination.
The User may terminate these Terms at any time by closing the User's Account by following the process for doing so provided in the Platform. If the User elects to do so, the User will not be entitled to a refund for any pre-payment of Membership Fees.
The User agrees that we will have no liability for any suspension or termination of access to the Platform.
The accuracy of any information contained in or accessed through the Platform including the Content is dependent on, among other things, the accuracy of the information provided by the User and other parties.
Except where expressly stated, we make no representation and give no warranties about the content or suitability for any purpose of the information contained in or accessed through the Platform. That information is provided without any express or implied warranty or guarantee of any kind. To the extent permitted by law, we specifically disclaim any warranty or guarantee of title, merchantability, fitness for a particular purpose and non-infringement.
We do not warrant the accuracy, reliability, suitability or completeness of any content contained in or accessed through the Platform. The Platform (including any Content) is subject to change at any time without notice and may not necessarily be up to date or accurate at the time the User accesses it.
We will bear no liability in relation to the order in which any Content, results or profiles appear on the Platform. Information appearing more prominently or higher in results does not convey any representation or recommendation by us regarding those Experts or Content.
Nothing in these Terms operates to exclude, limit or modify the application of any statute (including the Competition and Consumer Act 2010 (Cth)) where to do so would be unlawful, contravene that statute or cause any part of this clause to be void.
Subject to the paragraph above and to the extent permitted by law, we:
In any case our liability to the User for any claim arising out of, in relation to or in connection with these Terms or the Platform will not exceed the amount paid by that User for the relevant Membership, Series or Content which the event giving rise to the liability relates to.
We will have no liability to the User caused by any act or omission of another party using the Platform, or any other matter or circumstance beyond our reasonable control.
The User agrees to indemnify us for all loss, damage, penalties, fines, expenses, costs and other liability (including legal costs) arising out of or in relation to:
and the User agrees to promptly provide all cooperation we require to defend any claim associated with this indemnity.
Our Privacy Policy, which is available on our website, describes how we will handle personal information. The User agrees that the User accepts our Privacy Policy.
The Platform, or any material accessed through it, may contain links to other websites. Unless such websites are operated by us, they are outside of our control, and we are not responsible for the use, content (including information, products and services) or privacy practices of such websites.
Unless we expressly state otherwise, we do not approve, endorse, recommend or sponsor, or otherwise make any warranty or representation regarding, other websites not provided by us, the organisations that operate them or their practices, or any information, materials, products, goods or services referred to or provided by them.
A party must not commence any court proceedings (other than proceedings for urgent injunctive or interlocutory relief) in respect of a dispute arising in connection with these Terms until it has complied with this clause.
A party claiming that a dispute has arisen must notify the other party to the dispute in writing giving details of the dispute.
Within the 7 days after notification of a dispute, each party must nominate in writing a representative of that party authorised to settle the dispute on its behalf and use its best endeavours to resolve the dispute.
If the parties are unable to resolve the dispute within the period described above they must, within an additional 14 days, refer the dispute for arbitration by an arbitrator on arbitration terms agreed by the parties (or if no agreement can be reached within 7 days, in accordance with the Australian Disputes Centre Rules for Domestic Arbitration operating at the time the dispute is referred to the Australian Disputes Centre).
The arbitration will be in lieu of any other remedy and the award will be final, binding and enforceable by any court having jurisdiction for that purpose.
Each party must bear its own costs of resolving the dispute under this clause and, unless the parties otherwise agree, the parties must bear equally the costs of any arbitration.
A notice, demand, consent, approval or communication under these Terms must be in writing, legible and in English, and sent by email to the recipient's address (as may varied by notice by that recipient), and such a notice will be deemed received on the day of transmission of the email, provided that the sender does not receive an automated notice generated by an email server indicating that the message was not delivered, provided however that if the delivery, receipt or transmission is not on a business day or is after 5pm on a business day, the notice is taken to be received at 9am on the following business day.
We are independent contractors, and no relationship of agency, partnership, joint venture, employment or fiduciaries is created by these Terms or through the User's use of the Platform or an Account.
These Terms will be governed in all respects by the laws of New South Wales, Australia. We and the User submit to the exclusive jurisdiction of the courts of New South Wales, Australia and any courts of appeal from them.
If any provision of these Terms is held to be invalid or unenforceable, that provision will be excluded and the remainder of these Terms will continue to apply.
The User may not assign or transfer any rights or obligations under these Terms to any third party. We may assign or transfer any rights or obligations under these Terms to any third party in our absolute discretion. We may subcontract or otherwise arrange for another person to provide the Platform or any services relating to the Platform or to discharge any of our obligations under these Terms.
Any failure by us to take action regarding any actual or suspected breach of these Terms does not constitute a waiver of our right to do so or the User's obligations.
These Terms set out the entire agreement between us and the User regarding the subject matter of these Terms.
Any provision of these Terms by its nature intended to survive expiry, suspension or termination of these Terms or the User's Account survives such expiry, suspension or termination.