eComm Club Terms ANd Conditions

This Agreement is made between Unstoppable U Pty Ltd (“Unstoppable eCommerce”, “we”, “us” and “our” as the context may require) and the individual or business (“you” or “your” as the context may require) who registers as an applicant for eComm Club. Your agreement with us (Agreement) includes these terms and conditions and the application form you submitted for participation in eComm Club (Application). This Agreement governs your application for and participation in eComm Club . Please read these terms and conditions carefully before submitting an application to eComm Club . By submitting the Application, you accept these terms and conditions and agree to comply with and be bound by them.

We reserve the right to amend these terms and conditions at any time, and will provide the most recent version at this link https://unstoppableecomm.com/club-terms-and-conditions

1. APPLYING TO eComm Club

1.1 To be eligible to participate in eComm Club, you must fully complete the eComm Club application form – failure to do so may result in your Application not being processed, which will prevent you from being eligible for eComm Club.

1.2 By submitting the Application, you confirm that:

(a) all information and materials provided to us by you is true, accurate and complete;

(b) in participating in eComm Club, you will act lawfully, ethically and in good faith and will comply fully with all applicable laws and these terms and conditions;

(c) neither you nor any of your employees, agents, partners or affiliates have any actual or potential conflict of interest with any member of our Group in making the Application, participating in eComm Club and/or complying with these terms and conditions and you will immediately inform us if you become aware of any such conflict of interest.

1.3 Successful applicants will be expected to attend an initial welcome call

1.4 Participation in eComm Club will be subject to the satisfaction of all relevant legal and regulatory requirements, signature of appropriate legal documentation and payment to us of the Membership Fee in cleared funds before the first induction & bootcamp.

1.5 We reserve the right at any time, and without notice, compensation or other entitlement to you, to:

(a) reject any Application or membership renewal for any or no reason;

(b) amend, suspend or withdraw the eligibility criteria, application process or the program; vary the form and substance of the program;

(c) cancel, reschedule, alter and/or substitute events, locations, speakers and/or facilitators related to the program; and/or

(d) reduce or increase the number of applicants selected.

2. TERM AND MEMBERSHIP FEE

2.1 Membership Fee

(a) The Membership Fee may be paid by either:

(1) a single upfront annual payment of $3,497 inc GST to be paid in full to secure your membership in eComm Club; or

(2) via 3 equal monthly instalments of $1,297 inc gst (for a total of $3,891 inc gst), payable from the month you start your membership.

(3) A structure otherwise agreed upon between yourself and a member of the Unstoppable eCommerce team.

(b) Membership Fees may be paid via our website. If you wish to pay your Membership Fee over the telephone, an administration fee will be charged. A surcharge will be applied to Membership Fees paid by credit card that is not greater than our cost of acceptance.

(c) If a payment is not received on time or for the correct amount, we reserve the right to release your place to another applicant, regardless of any payment(s) already received.

(d) We may increase the Membership Fee from time to time. If we do so, we will give you at least one month’s notice of the intended increase by email and by notice on our website.

2.2 Minimum 12 Month Commitment

Membership in eComm Club requires a 12-month commitment.

2.3 Auto Renewal

(a) Your participation in eComm Club will be automatically renewed for 12 months on each anniversary of the date you were first accepted into the program (Anniversary) unless you terminate your participation by giving us written notice at least 1 month prior to the Anniversary. If we do not receive written notification from you at least 1 month prior to the Anniversary, your participation will be auto-renewed and the applicable Membership Fee will be payable.

(b) The Membership Fee for the renewal period will be charged to the same credit card you used on initial participation, unless you specify otherwise.

2.4 Membership Fee Non-Refundable

(a) The Membership Fee and any other funds paid by you for eComm Club participation, services, materials and products are non-refundable.

Notwithstanding the foregoing, if eComm Club is cancelled by us (other than as a result of you breaching this Agreement or any Force Majeure Event), we will provide a proportionate refund of your Membership Fee based on the months elapsed and remaining in your membership. In no other circumstances will your Membership Fee (or any part thereof) be refunded. All funds paid by you are deemed earned by us upon receipt.

3. ECOMM CLUB PARTICIPATION RULES

3.1 Participation and Events

(a) We provide a wide variety of persons with the opportunity to apply to participate in eComm Club, and it is our policy to attract a wide and varied selection of participants. We make no representation or warranty concerning the number or nature of other participants including, without limitation, with respect to their industry, business, experience or qualifications. We have no ability or any obligation whatsoever to, and do not, independently check or verify the qualifications, experience, suitability or capacity of any participant.

(b) Participation in sessions, monitoring and evaluation by us and our partners and contractors is a condition of participation in eComm Club.

(c) Events and sessions may be held via online platforms and may range from 1 hour masterclasses to full day workshops. Locations, dates, times and durations for all events, sessions and retreats will be as determined by us in our sole discretion. Attendance is at your discretion.

(d) You are responsible to make all arrangements and to attend virtual events related to your participation in eComm Club.

(e) We reserve the right to cancel, vary, reschedule and/or postpone events, sessions and retreats in our sole discretion. Except as expressly provided in this Agreement or required under the Australian Consumer Law, no refund, credit, compensation or other entitlement will be due to you, and we will have no other liability to you, in respect of any such cancellation, variation, rescheduling or postponement.

3.2 Language and Advice

(a) Participants are required to attend eComm Club events with an open mind, and a willingness to participate and contribute in good faith.

(b) In participating in eComm Club events, you must speak only from a position of experience, and must not render to another participant or any other person, any medical, psychological, investment, legal, accounting, financial or other professional advice.

(c) You are solely responsible and liable for any representations, comments, opinions, suggestions, guidance, advice or observations that you make to any other participant or person whatsoever in connection with eComm Club.

(d) You must at all times maintain professional standards of behaviour and must never behave offensively or in a manner that is threatening, intimidating, bullying, harassing, defamatory, discriminatory or otherwise objectionable.

3.3 Confidentiality

(a) You must maintain the confidentiality of all matters discussed in any session or any other forum or situation connected to eComm Club. You must not disclose to any person the whole, or any part of, any Confidential Information, nor use any part of the Confidential Information for your own purposes, or for the benefit of any third party, or for any other commercial advantage.

(b) Each participant is entitled to disclose Confidential Information to the extent it is required to comply with statutory or legal obligations, provided that the disclosing party first gives notice to the affected party and complies with any reasonable direction of the affected party.

(c) You agree that these provisions concerning confidentiality are material to this Agreement and your breach of this clause will result in your immediately dismissal from eComm Club.

3.4 Non-solicitation

(a) Referrals or encouraging the use of certain consultants or services is not the intended purpose of eComm Club, and eComm Club maintains a strict non-solicitation policy.

(b) You must not solicit to any other eComm Club participant or its business for your own benefit or for the benefit of any third party.

3.5 Intellectual Property

(a) You agree that you have no rights to the Intellectual Property of any member of Our Group or any other participant in eComm Club, and will not take any action that would interfere with or infringe on the rights of any member of Our Group or any participant in eComm Club with respect to their Intellectual Property.

(b) You recognise and acknowledge that the Intellectual Property associated with eComm Club is proprietary to us. You will not take any action that would interfere with or infringe on our Intellectual Property rights.

3.6 Conflict of Interest

You agree to immediately notify us of any actual or potential conflict of interest with any member of Our Group, eComm Club, or any other participant.

3.7 Non-Compliance

We may immediately cancel your membership in eComm Club without refund or other compensation to you if you breach any of these terms and conditions, fail to participate fully in eComm Club, or in the event of an actual or potential conflict of interest with any member of Our Group, eComm Club, or any other participant.

4. PERSONAL INFORMATION AND PUBLICITY

4.1 Your Personal Information

(a) Personal information provided by you during the application process and throughout the duration of your participation in eComm Club will be held and dealt with in accordance with our Privacy Policy, which is available on our website.

(b) Without limiting our Privacy Policy, you consent to:

(1) your identifying details being made accessible to other participants of eComm Club;

(2) use of your information to administer and evaluate the program (including sharing this information with facilitators and anyone else helping us to run or evaluate your Application or eComm Club), subject to appropriate obligations of confidentiality;

(3) receiving commercial emails from us and our approved third party providers; and

(4) use of your information for publicity and promotion for eComm Club in accordance with clause 4.2, below.

4.2 Publicity

(a) We may carry out publicity and promotion for eComm Club and publish our evaluations and findings in relation to the program, although we will not publish any of your confidential, sensitive or personal information without your consent.

(b) You agree that you will participate in publicity for eComm Club and consent to the use of your name, the name of your organization/s, a summary of your Application, and photographs/recordings of your participation in eComm Club, in promotion and publications relating to eComm Club, Unstoppable eCommerce or other members of Our Group.

(c) Any publicity which you wish to carry out in relation to eComm Club must acknowledge Unstoppable eCommerce and be approved by us in advance including, without limitation, use or publication of any content, materials, or the name, image or likeness of a member of Our Group.

(d) You agree not to publish or permit publication of anything that would be in breach of these terms and conditions or otherwise detrimental or disparaging to any member of Our Group, eComm Club or any other participant. Should anything be published (including via online or social media) in connection with your involvement with eComm Club that we wish to have edited or removed, you agree to co-operate promptly with any reasonable requests we may make for that purpose.

(e) You warrant to us that there is no information you are aware of that might result in your involvement in eComm Club attracting adverse publicity. This includes but not limited to, significant adverse media or internet comments about you, court orders against you or being part of a legal case involving allegations against you which might be regarded as contrary to our values.

5. PARTICIPATION AT YOUR RISK

5.1 You acknowledge and agree that you are not guaranteed to achieve any specific personal, professional or financial results by participating in eComm Club. We make no representation, warranty or guarantee concerning eComm Club or your participation in eComm Club.

5.2 You agree to participate in the eComm Club at your own risk. You are solely responsible for any decisions and actions that result from your use of any information obtained through or in connection with eComm Club.

6. INDEMNITY AND LIMITS OF LIABILITY

6.1 You will indemnify and hold harmless each member of Our Group from any and all liabilities, losses, claims, expenses, costs, causes of action and damages resulting from, arising out of or related to:

(a) your actions in connection with eComm Club (including, without limitation, any representations, comments, opinions, suggestions, advice, guidance or observations that you make to or about any other participant in the program);

(b) your participation in eComm Club;

(d) your breach of this Agreement or applicable law.

6.2 You acknowledge and agree that as far as the law permits, Unstoppable eCommerce accepts no liability in respect of any claim, cause of action, loss or damage arising out of, or in relation to, your participation in eComm Club, and, to the maximum extent permitted by law, excludes all guarantees and warranties relating to eComm Club.

6.3 You hereby waive all rights and entitlements to any claims, actions, suits, legal proceedings, demands, costs, losses, damages and expenses against any member of Our Group, now and at any future time, that are in any way related to:

(a) any act or omission of any member of Our Group done in good faith;

(b) your participation in eComm Club;

(d) any information, commentary, guidance or advice given by other participants in eComm Club; and/or

(e) any disputes between participants in eComm Club.

6.4 Where our liability is not or cannot be excluded (such as in relation to prescribed terms under legislation), our aggregate liability to you arising in relation to this Agreement and eComm Club will not exceed the total Membership Fees paid by you in the preceding 12-month period. In no event will we be liable to you for any Consequential Loss.

6.5 We will be excused from performance under this Agreement to the extent such performance is affected by a Force Majeure Event.

7. ASSIGNMENT

We may, but you must not, assign or transfer all or any part of any rights or obligations under this Agreement.

8. MISCELLANEOUS

8.1 Nothing in this Agreement will create a partnership, joint venture, agency, franchise, or employment relationship between you and any member of Our Group.

8.2 This Agreement shall in all respects be governed by the laws of Tasmania, Australia. You submit to the exclusive jurisdiction of the courts in Tasmania to determine any matter or dispute which arises under this Agreement.

8.3 If any provision of these terms and conditions is deemed invalid or unenforceable, all or part of that provision will be severed from the terms and conditions and will not affect the enforceability of the remaining provisions of the terms and conditions.

8.4 No waiver of any term shall be deemed a further or continuing waiver of such term or any other term. Any failure to assert any right under this Agreement shall not constitute a waiver of such right.

8.5 Every indemnity, waiver, limitation, protection and other benefit we are entitled to under this Agreement will extend to protect Our Group. We are entitled to recover from you any amounts due to a member of Our Group under this Agreement on behalf of that member, and will hold any amount recovered, and the benefit of the indemnity, waiver, limitation, protection or benefit to which that member is entitled, as trustee for and on behalf of that member.

8.6 You agree that monetary damages alone would not be an adequate remedy for breach by you of this Agreement and accordingly that we are entitled (without proof of special damage or the posting of a bond or other security) to injunction, specific performance and other equitable relief for any threatened or actual breach of this Agreement.

8.7 This Agreement constitutes the entire agreement between Unstoppable eCommerce and you in relation to eComm Club and supersedes all prior written or oral understandings or agreements. Clauses 3.2, 3.3, 3.5, 4, 6 and 9 survive the termination of this Agreement and your participation in eComm Club.

9. DEFINITIONS

eComm Club means eComm Club by Unstoppable eCommerce.

Confidential Information means all information obtained whether orally, in writing or in electronic or machine readable form, during the term of your membership in or otherwise in relation to your participation in eComm Club, including, without limitation, all information related to any other participant’s personal matters, business, operations, Intellectual Property, finances or customers but does not include information which is or becomes public knowledge other than by a breach of this Agreement.

Consequential Loss means loss of production, loss of revenue, loss of profit or anticipated profit, loss of business reputation, business interruptions of any nature, loss of opportunities or any other special, indirect or consequential loss or damage.

Force Majeure Event means any of the following (whether or not foreseeable or anticipated): acts of God, terrorism, war, civil unrest, strike or labour dispute, lack of transportation, breakdown, labour or material shortage, blockade or embargo, supplier failure, epidemic or pandemic, government restriction or recommendation, legal requirement, extreme weather, earthquake, drought, fire, flood, explosion, natural disaster, and/or any other event, cause or circumstance that is beyond our reasonable control.

Intellectual Property means all forms of intellectual property throughout the world, whether or not it is registered or registrable, including: (a) copyright, patent, design, trade mark; (b) confidential information including know-how and trade secrets; and (c) names, images, likeness and other forms of personal identity.

Membership Fee means the annual fee payable for participation in eComm Club from time-to-time as determined by us and published on our website.

Our Group means us and our affiliates and related bodies corporate and each of our and their respective shareholders, officers, employees, agents, representatives, contractors, facilitators and agents.

By agreeing to these terms and conditions, I/We confirm that I/We are duly authorised on behalf of the applicant and I/We confirm my/our acceptance of these terms and conditions.