TERMS AND CONDITIONS

(a) (Account Profile) To use the Application, you are required to sign-up, register and receive an account profile on the Application (an ‘Account’).

(b) (Provide Information) As part of the Account registration process and as part of your continued use of the Application, you may be required to provide personal information and details, including but not limited to your personal and professional email address, first and last name, date of birth, professional qualifications and work experience, preferred username for your Account (Username), a secure password, billing, postal and physical addresses, location details, mobile phone number, photos and video, audio files, profile information, employment details, business details, links to your social media accounts (including LinkedIn), payment details, ratings and reviews, verified identifications, verified certifications and authentication, and other information as determined by us from time to time.

(c) (Warranty) You warrant that any information you give to us in the course of completing the Account registration process is not misleading and is accurate, honest, correct and up-to-date. We reserve the right to delete your account if we discover that any of your Account information is misleading, inaccurate, dishonest or incorrect and you agree to indemnify us for any loss or damage resulting from any of your information being misleading or inaccurate.

(a) the Application is a medium that facilitates the introduction of users for the purposes of professional networking;

(b) your profile on your Account will be visible to other Users around the world and you acknowledge and agree that your content may be shared by other Users to third parties;

(c) Ladies in the Loop does not conduct criminal background or identity verification checks on its Users or otherwise enquire into the background of its Users regarding the accuracy of the information provided by Users and you interact, communicate or meet Users at your sole risk and discretion;

(d) Ladies in the Loop makes no representations or warranties as to the conduct, identity, accuracy of information, intentions, legitimacy or veracity of Users and Ladies in the Loop will not be held liable for any loss or damage relating to the conduct, identity, accuracy of information, intentions, legitimacy or veracity of Users;

(e) Ladies in the Loop will not be held liable for the conduct of any User on or off the Application. You agree to use caution in all interactions with other Users especially if you decide to communicate off the Application or meet in person;

(f) Ladies in the Loop will not be liable for any loss, damage or incidents that occur as a result of you talking to, connecting or exchanging information with, or meeting a User in person;

(g) In the event that we need to undertake an investigation of your activity or Content, Ladies in the Loop reserves the right to conduct any criminal background checks or other searches at any time using public information and any other information you have provided as part of your Account;

(h) you are solely responsible for your interactions with other Users. We cannot and do not guarantee your safety and are not a substitute for following sensible safety precautions. You are responsible for verifying the identity of all Users that you connect with and you are responsible for undertaking detailed searches outside of the Application to confirm a User’s identity and to ensure your safety (such as verifying the User’s profile against LinkedIn and other social media profiles, professional websites etc.). Always use your best judgement and take appropriate safety precautions when communicating with or meeting other Users of the Application;

(i) any information provided to you as part of or in connection with the Application is general in nature, may not be suitable for your circumstances and does not constitute financial, legal or any other kind of professional advice;

(j) Ladies in the Loop grants no warranties of any kind whether express, implied, statutory or otherwise with respect to our Application (including all Content contained therein) including without limitation any implied warranties regarding quality, merchantability, fitness for a particular purpose or non-infringement;

(a) We may from time to time, in our absolute discretion, release enhancements to the Application, meaning an upgraded, improved, modified or new versions of the Application (Enhancements). Any Enhancements to the Application will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.

(b) We may change any features of the Application at any time, at our sole discretion, without any notice to you.

(a) we will take reasonable steps to provide Support Services where necessary (you must first endeavour to resolve any issues with the Application internally and we will not assist with issues that are beyond our reasonable control);

(b) we will use our best endeavours to respond to requests for Support Services and you acknowledge that we may not be available 24/7 or respond within a particular time frame; and

(c) you will not have any claim for delay to your access to the Application due to any failure or delay in Support Services.

(a) (hosting location) You acknowledge and agree that we may use storage servers to host the Application through cloud-based services, and potentially other locations outside Australia.

(b) (service quality) While we will use our best efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Services will be free from errors or defects or that User Data will be accessible or available at all times.

(c) (security) We will use our best efforts to ensure that User Data is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

(d) (backups & disaster recovery) In the event that User Data is lost due to a system failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.

(a) You must comply with these Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.

(b) You must not:

(i) misrepresent your identity, profession, skills or any other information set out in your Account;

(ii) use the Application in a way that damages the Application or prevents use by other Users;

(iii) use our Application in a way to interfere with, disrupt or negatively affect the platform, the servers, or our Application’s networks;

(iv) post or share Prohibited Content (see below);

(v) solicit passwords for any purpose, or personal identifying information for commercial or unlawful purposes from other Users or disseminate another person's personal information without his or her permission;

(vi) solicit money or other items of value from another User, whether as a gift, loan, or form of compensation;

(vii) without our prior written approval, create another Account after your account has been suspended or terminated by us;

(viii) use another User's account;

(ix) violate these Terms or the terms of the license granted to you by Ladies in the Loop (see clause 5.3).

(x) disclose private or proprietary information that you do not have the right to disclose;

(xi) express or imply that any statements you make are endorsed by Ladies in the Loop;

(xii) use any robot, crawler, site search/retrieval application, proxy or other manual or automatic device, method or process to access, retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of our Application or its contents;

(xiii) upload viruses or other malicious code or otherwise compromise the security of our Application;

(xiv) forge headers or otherwise manipulate identifiers to disguise the origin of any information transmitted to or through our Application;

(xv) upload sensitive information or commercial secrets using the Application;

(xvi) upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Application;

(xvii) use the Application for any purpose other than for the purpose for which it was designed, including you must not use the Application in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes);

(xviii) upload any material that is owned or copyrighted by a third party;

(xix) make copies of the Application;

(xx) adapt, modify or tamper in any way with the Application;

(xxi) remove or alter any copyright, trade mark or other notice on or forming part of the Application or Documentation;

(xxii) act in any way that may harm the reputation or that of associated or interested parties or do anything at all contrary to our interests or the Application;

(xxiii) use the Application in a way which infringes the Intellectual Property Rights of Ladies in the Loop, any User or any third party;

(xxiv) create derivative works from or translate the Application or Documentation;

(xxv) publish or otherwise communicate the Application or Documentation to the public, including by making it available online or sharing it with third parties;

(xxvi) integrate the Application with third party data or Application, or make additions or changes to the Application, (including by incorporating APIs into the Application) other than integrating in accordance with any Documentation or instructions provided by us in writing;

(xxvii) intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Application;

(xxviii) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Application or Documentation to any third party, other than granting a User access as permitted under these Terms;

(xxix) decompile or reverse engineer the Application or any part of it, or otherwise attempt to derive its source code;

(xxx) share your Account or Account information, including log in details or passwords, with any other person and that any use of your Account by any person who is not the account holder is strictly prohibited. You must immediately notify us of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Application’s security;

(xxxi) use the Application for any purpose other than for the purpose for which it was designed, including you must not use the Application in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;

(xxxii) make any automated use of the Application and you must not copy, reproduce, translate, adapt, vary or modify the Application without our express written consent; or

(xxxiii) attempt to circumvent any technological protection mechanism or other security feature of the Application.

(c) The license granted to you under these Terms to use the Application and any authorisation to access the Application is automatically revoked and your Account will be deleted in the event that you undertake any of the items noted in clause 6.1(b).

(a) you are solely responsible and liable for Posted Material, and, therefore, you agree to indemnify, defend, release, and hold us harmless from any claims made in connection with Posted Material;.

(b) you are authorised to provide the Posted Material (including by being authorised to provide any businesses, products or services that you represent you provide);

(c) the Posted Material is accurate and true at the time it is provided and you must ensure that it is updated so that it remains accurate and true at all times while you have an Account;

(d) the Posted Material included on your individual profile is relevant to the intended use of our Application.

(e) the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;

(f) the Posted Material is free from any material that may harm our reputation or that of associated or interested parties;

(g) the Posted Material is not “passing off” of any product or service and does not constitute unfair competition;

(h) the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;

(i) the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Application or any network or system; and

(j) the Posted Material does not breach or infringe any applicable Laws.

(a) You grant to us a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material in order for us to use, exploit or otherwise enjoy the benefit of such Posted Material.

(b) If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you release us from any and all claims that you could assert against us by virtue of any such moral rights, and you must ensure that all Users grant an equivalent release.

(c) You indemnify us against all damages, losses, costs and expenses incurred by us arising in connection with any third party claim in relation to the Posted Material.

(a) The Application acts as a passive conduit for the online distribution of Posted Material and Ladies in the Loop has no obligation to screen Posted Material. However, we may, in our absolute discretion, review and remove any Posted Material from the Application at any time in our sole discretion without giving any explanation or justification for removing the Posted Material, including if we determine that the Posted Material infringes a third party’s Intellectual Property Rights, or is reasonably likely to.

(b) You agree that you are responsible for keeping and maintaining records of Posted Material.

(a) other users will also share content on our Application (‘Member Content’) and that this Member Content is owned by the user who posted the Content;

(b) you should always carefully review and independently verify Member Content for accuracy;

(c) you do not have any rights in relation to Member Content, and, unless expressly authorised by Ladies in the Loop, you may only use Member Content to the extent that your use is consistent with our Application’s purpose of allowing Users to communicate with and meet one another; and

(d) you may not copy the Member Content or use Member Content for commercial purposes, to spam, to harass, or to make unlawful threats. We reserve the right to terminate your Account if you misuse Member Content.

(a) any other text, content, graphics, User interfaces, trademarks, logos, sounds, artwork, images, and other Intellectual Property appearing on our Application is owned, controlled or licensed by us (‘Ladies in the Loop Content’);

(b) all rights, title, and interest in and to Ladies in the Loop Content remains with us at all times; and

(c) we grant you a limited license to access and use Ladies in the Loop Content as provided under Section 10.1(b), and we reserve all other rights.

You acknowledge that our Application may contain advertisements and promotions offered by third parties and links to other third party websites or resources. Ladies in the Loop is not responsible for the availability (or lack of availability) of any external websites or resources or their content. Furthermore, Ladies in the Loop is not responsible for, and does not endorse, any products or services that may be offered by third-party websites or resources. If you choose to interact with the third parties made available through our Application, such party's terms will govern their relationship with you. Ladies in the Loop is not responsible or liable for such third parties' products, services, terms, actions or omissions.

(a) Ladies in the Loop prohibits uploading or sharing Content that:

(i) could reasonably be deemed to be harmful, offensive, harassing or abusive to another person;

(ii) is threatening or discriminatory;

(iii) encourages or facilitates any illegal activity;

(iv) involves or facilitates the transmission of spam;

(v) contains any spyware, adware, viruses, corrupt files, worm programs or other malicious code designed to interrupt, damage or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers or other equipment, Trojan horse or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal information whether from the Application or otherwise;

(vi) infringes upon any third party's rights (including, without limitation, Intellectual Property Rights and privacy rights);

(vii) includes the image or likeness of another person without that person's consent;

(viii) is inconsistent with the intended use of the Application; or

(ix) is defamatory or may harm the reputation of Ladies in the Loop, any other User of the Application or any other person,

(b) The uploading or sharing of Prohibited Content may result in the immediate suspension or termination of your Account.

(c) If you become aware of Content, or other Material, on the Application that is Prohibited Content please email us at connect@ladiesintheloop.social.

(a) (Our ownership) We retain ownership of all Ladies in the Loop Content, including all Materials and Intellectual Property provided to you through the Application (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Application Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us in the Application Content not expressly granted to you.

(b) (Licence to you) subject to and conditional upon you having an active Account, we grant to you a non-exclusive, non-transferable licence to the Application Content, and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of the Application. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Application Content without prior written consent from us or as otherwise permitted by law.

(c) You are responsible for ensuring that

(i) all User Data is appropriate and not in contravention of these Terms.

(d) You:

(i) warrant that our use of User Data will not infringe any third-party Intellectual Property Rights; and

(ii) indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

(a) (Warranties) We warrant that:

(i) the Application will be provided as described to you in, and subject to, these Terms; and

(ii) to our knowledge, the use of the Application in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.

(b) (Errors) We will use best endeavours to correct any errors, bugs or defects in the Application which arise and which are notified to us by you, unless the errors, bugs or defects:

(i) result from the interaction of the Application with any other solution or computer hardware, software or services not approved in writing by us;

(ii) result from any misuse of the Application; or

(iii) result from the use of the Application by you other than in accordance with these Terms.

(c) (Service Limitations) While we will use our best endeavours to ensure the Application is working for its intended purpose, you acknowledge and agree that from time to time, you may encounter the following issues:

(i) the Application may have errors or defects;

(ii) the Application may not be accessible at times;

(iii) messages sent through the Application may not be delivered promptly, or delivered at all;

(iv) information you receive or supply through the Application may not be secure or confidential; or

(v) any information provided through the Application may not be accurate or true,

(d) (Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in these Terms are excluded.

(e) (Consumer law) Nothing in these Terms is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.

(a) To the maximum extent permitted by law and subject to clause 13.2(b), the total liability of each party in respect of loss or damage sustained by the other party in connection with these Terms is limited to $100.

(b) Clause 13.2(a) does not apply to Your liability in respect of loss or damage sustained by us arising from your:

(i) breach of third party intellectual property rights;

(ii) breach of any of the Terms; or

(iii) negligent, wilful, fraudulent or criminal act or omission

Subject to the above clause 13.2, each party agrees to indemnity the other from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) it suffers which arise out of:

(a) any breach of this agreement by the other party;

(b) any negligent, fraudulent or criminal act or omission of the other party or its Personnel.

(a) in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or

(b) to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

(a) you will no longer have access to the Application, your Account or your User Data and we will have no responsibility to store or otherwise retain any User Data (and you release us in respect of any loss or damage which may arise out of us not retaining any User Data beyond that point); and

(b) each party must comply with all obligations that are by their nature intended to survive the end of this agreement.

This agreement is governed by the law applying in Western Australia, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Western Australia, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

Ladies in the Loop may assign, novate or otherwise transfer any of its rights or obligations under this agreement without the consent of the other party.

You cannot assign, novate or otherwise transfer any your rights or obligations under this agreement without the prior written consent of Ladies in the Loop.

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

(a)       (singular and plural) words in the singular includes the plural (and vice versa);

(b)       (currency) a reference to $; or “dollar” is to Australian currency;

(c)       (gender) words indicating a gender includes the corresponding words of any other gender;

(d)       (defined terms) if a word or phrase is given a defined meaning, any other part of speech or             grammatical form of that word or phrase has a corresponding meaning;

(e)       (person) a reference to “person” or “you” includes an individual, the estate of an individual, a             corporation, an authority, an association, consortium or joint venture (whether incorporated or             unincorporated), a partnership, a trust and any other entity;

(f)        (party) a reference to a party includes that party’s executors, administrators, successors and             permitted assigns, including persons taking by way of novation and, in the case of a trustee,             includes any substituted or additional trustee;

(g)       (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or             annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to             or of this agreement, and a reference to this agreement includes all schedules, exhibits,             attachments and annexures to it;

(h)       (document) a reference to a document (including this agreement) is to that document as varied,             novated, ratified or replaced from time to time;

(i)         (headings) headings and words in bold type are for convenience only and do not affect             interpretation;

(j)         (includes) the word “includes” and similar words in any form is not a word of limitation; and

(k)       (adverse interpretation) no provision of this agreement will be interpreted adversely to a party             because that party was responsible for the preparation of this agreement or that provision.