Terms and Conditions — Kelle Howard

WEBSITE TERMS AND CONDITIONS OF USE

1. About

1.1 Welcome to www.kellehoward.co (the Website), operated by Kelle Howard Co ABN 26 149 788 916 (Kelle Howard). The Website includes an online platform portal which enables you to browse, purchase and participate in an online course (the Online Course).

1.2 Through the Online Course, you will be able to participate in the online program enabling you to browse, participate and download pre-recorded coaching videos, tutorials, written content, pdf workbooks and templates which provide skills, knowledge, tools, and techniques relating to starting your own interior designing business (Digital Products).

1.3 Access to and use of the Website, its Online Course and associated Digital Products, is provided by Kelle Howard.

2. Acceptance of these Terms

2.1 Please read these terms and conditions (the Terms) carefully. 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, the Online Course and the Digital Products 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 Online Course making payment to Kelle Howard for the provision of the Digital Products, 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 Kelle Howard in the user interface of the Website.

2.4 You may not use the Online Course and Digital Products once available and may not accept the Terms if:

(a) you are not of legal age to form a binding contract with Kelle Howard; or

(b) you are a person barred from receiving the Online Course and/or Digital Products under the laws of Australia or other countries including the country in which you are resident or from which you use the Online Course and Digital Products.

2.5 By engaging Kelle Howard or purchasing the Online Course, you acknowledge and understand that Kelle Howard does not provide you with any specialist, professional or technical advice which includes but is not limited to legal, accounting, financial planning, or tax advice. For further information, please read the Terms carefully.

2.6 Kelle Howard reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Kelle Howard updates the Terms, it will use reasonable endeavors 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 Kelle Howard 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, the Online Course and Digital Products immediately.

2.7 Before you continue, Kelle Howard recommends that you keep a copy of the Terms for your records and recommends that you regularly check these Terms for any material changes.

3. Online Course

3.1 By Kelle Howard offering its Online Course to you, you agree and acknowledge that:

(a) You are 18 years or older and have the requisite power and authority to enter into these Terms;

(b) unless otherwise stated, all amounts are listed in Australian Dollars (AUD) and are inclusive of GST;

(d) Kelle Howard does not, at any time, provide any guarantees whatsoever, whether express or implied, with respect to the success of the Online Course;

(e) you shall remain solely responsible for assessing the implications and risks of using the Online Course and Digital Products; and

(f) these Terms do not create a relationship of employment, trust, joint venture, agency, partnership or other relationship of a fiduciary nature between the parties.

3.1 You acknowledge that Kelle Howard has entered into these Terms in reliance on the acknowledgements, representations and warranties given by you in these Terms.

4. Access

4.1 The Website provides you with Two (2) membership subscription options whereby a Member upon registering, making payment of the Online Course to Kelle Howard. You can obtain life-time access of the Digital Products once launched and this is made available to you on a weekly basis for the duration as noted on the Website. The Two options are as follows:

(a) Full one-off payment of the Online Course; and

(b) Three (3) month ‘Bite-Sized Payment Plan’ payment subscription of the Online Course.

(“Membership Subscriptions”)

4.2 All Membership Subscriptions mentioned above offer exclusive access to the Online Course. Once launched, members will also gain exclusive access to the Digital Products by Kelle Howard on the Website.

5. Account Set Up

5.1 To access the Online Course, you are required to register for a Membership Subscription 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 Online Course, you will be required to provide personal information about yourself, including the following:

(a) your full name;

(b) your email address;

(d) a preferred password.

5.3 You acknowledge and agree:

(a) any information you provide to Kelle Howard 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 Kelle Howard with your address, email address and phone number, you may receive regular emails, newsletters, telephone calls or SMS updates from Kelle Howard to keep you informed about Kelle Howard’ activities. If you do not wish to receive updates from Kelle Howard, you may contact Kelle Howard at [admin@kellehoward.co].

5.4 Kelle Howard will hold any information provided in relation to the Online Course in accordance with the Privacy Policy available on the Website at [https://www.kellehoward.co/privacy-policy].

5.5 Once you have completed the registration process, created an Account and made the necessary payment for the Membership Subscription, 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 access to the Online Course and once launched, access will be provide to the Digital Products by Kelle Howard.

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 or share your login and/or password details to any third party to gain access to your Account. You agree to immediately notify Kelle Howard in writing at [admin@kellehoward.co] 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 Online Course;

(d) you will comply with the Terms and any Online Course guidelines;

(e) you will use the Website and the Online Course and its Digital Products 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 is limited, non-transferable and allows for the sole use of the Website by you for the purposes of Kelle Howard providing the Online Course and only for the duration that you are a Member;

(g) 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 Online Course and Digital Products 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 email 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 Kelle Howard’ security or network to access data not intended for you;

(vi) interfere with the servers or networks connected to the Website or the Online Course and Digital Products, or violate any of the procedures, policies or regulations of networks connected to the Website or the Digital Products;

(vii) engage in conduct or access the Website in a way that will impose an unreasonable or large burden of traffic demands on Kelle Howard’ 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 Online Course and Digital Products.

(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 Kelle Howard;

(x) copy, or produce a substantially similar, Digital Products to the one that was provided to you through the Online Course without referencing Kelle Howard;

(xi) resell or export the software associated with the Website or any Digital Products;

(xii) resell or upload to another website any of part of the Online Course and Digital Products, including but not limited to any videos, written content, tools, pdf workbooks and templates provided to you on a weekly basis and throughout the duration of the Online Course;

(xiii) resell the Online Course Online Course and any videos, written content, tools, pdf workbooks and templates provided to you throughout the duration of the Online Course; and/or

(xiv) automate the use of the Website or the Online Course and Products, and

(h) 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 Digital Products. Appropriate legal action will be taken by Kelle Howard for any illegal or unauthorised use of the Website.

6.2 You acknowledge and agree that Kelle Howard 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 Course at Kelle Howard’ sole discretion without notice and for any reason, including, but not limited to, situations where Kelle Howard, in its reasonable opinion, determines that the Member has violated these terms, or may violate these Terms.

6.3 As a Member and if available, you may be provided access to Kelle Howard’s online peer to peer or face to face groups (the Groups). You acknowledge and agree that if you participate in any of the Groups:

(a) you will adhere to the community guidelines;
(b) you will not use the Groups to promote, sell or advertise any products or businesses, or promote or advertise any free offers;
(c) you will not act in a way that is or post any comments that are harassing, threatening, abusive, violent, discriminatory, intimidating, or predatory comments, or engage in any bullying behaviour;
(d) Kelle Howard reserves the right, at any time, without prior notice and in its sole discretion, to remove your access to the Groups if your behaviour is offensive or you are bullying others; and
(e) you will not resell, collect, export or upload to another website any of the content provided to you or viewed in the Groups, including but not limited to, any questions, answers and comments posted by other Members.

7. The Online Course & Digital Products

7.1The Website provides you with an opportunity to purchase and view the Online Course.

7.2 To purchase the Online Course, you are required to be a Member and make payment of the purchase price relating to the Membership Subscription you have selected available on the Website.

7.3 You acknowledge and agree that you are responsible for providing your own device to view and participate in the Online Course.

7.4 Kelle Howard may engage third parties to conduct the Online Course.

7.5 You acknowledge and agree that the Online Course is:

(a) for educational purposes only;

(b) not financial, accounting, taxation or legal advice; and

7.6 Delivery of the Online Course and Digital Products

(a) Kelle Howard will deliver the Online Course and Digital Products to you through the Website.

(b) You acknowledge and agree that the Online Course is not a one-on-one mentorship.

(c) Access to the Online Course and its Digital Products, including but not limited to pre-recorded online coaching videos, knowledge tutorials, written content, tools, pdf workbooks and templates will be available to you once launched by Kelle Howard on the Website. The Online Course is for a continuous period of six (6) weeks and the Digital Products are provided to Members on a week-by-week basis throughout the duration of the Online Course.

(d) The access is a lifetime access available to Members of the Online Course and for the provision of the Digital Products.

(e) Kelle Howard reserves the right to vary the commencement date of the Six (6) week Online Course via the Website upon their sole discretion.

(f) Kelle Howard may host and delivers the Online Course and Digital Products though platforms owned and controlled by third parties, other than Kelle Howard (each a Third Party Platform).

(g) You may be required to use a Third Party Platform for Kelle Howard in order to provide the Online Course and Digital Products to you.

(h) Kelle Howard 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. Kelle Howard makes no guarantees about the content or quality of the products or services provided by such sites. If you have enabled any Third Party Digital 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.

(i) By using any product, service, or functionality originating from the Website, you are allowing Kelle Howard to share information with any third party with whom Kelle Howard has a pertinent contractual relationship – any information necessary to facilitate its provision of products, services, or functionality to you.

(j) By purchasing a licence to the Online Course and Digital Products, you understand and agree to accept any Third Party Platform’s terms and conditions and privacy policies required to use the Online Course and Digital Products.

(k) Kelle Howard may remove any Online Course or Digital Products at any time.

(l) Kelle Howard does not guarantee any results from the use of the Online Course and Digital Products and results may vary.

(m) Kelle Howard may change the timing or method of delivery of the Online Course and Digital Products which includes but is not limited to changing the:

(a) date; and

(b) content, the amount of content or the length of the content.

8. Payment

8.1 When purchasing the Online Course through the Website, you agree to the payment options of the Membership Subscription as set out on the Website and clause 4 of these Terms in connection with the Online Course (the Purchase Price).

8.2 All prices are quoted in Australian Dollars (including GST). Kelle Howard reserves the right to change or alter the Purchase Price at any time, at their sole discretion, and without notice.

8.3 Payment of the Purchase Price may be made through Stripe or other similar merchant facility payment gateways (the Payment Gateway Provider). In making payment of the Online Course, you warrant that you have familiarised yourself with, and agree to be bound by, the applicable Terms and Conditions of Use, Privacy Policy and other relevant legal documentation provided by the Payment Gateway Provider prior to you using the Payment Gateway Provider.

8.4 You agree and acknowledge that payment of the Purchase Price when purchasing the Membership Subscription:

(a) grants you non-exclusive, non-transferable, non-sub licensable to the Online Course and it’s Digital Products;

(b) to access the Online Course, you are required to pay the Purchase Price in advance of each Membership Subscription period (if any).

(c) you will have access to the Online course and Digital Products in accordance with clause 7.6 of these Terms and upon payment of the Purchase Price in connection with the Membership Subscriptions;

(d) you will pay for the Purchase Price through our selected Payment Gateway Providers. We reserve the right to change our Payment Gateway Providers from time to time;

(e) you must not transfer or assign the membership benefits associated with the Membership Subscription to another individual or entity.

(f) Kelle Howard reserves the right to vary, modify or increase the Purchase Price at any time without notice to you (this does not affect current Members who have already made payment of the Purchase Price in favour of their Membership Subscription);

8.5 Following payment of the Purchase Price being confirmed by Kelle Howard, you will be issued with a receipt to confirm that the payment has been received and Kelle Howard may record your purchase details for future use.

9. Non-Payment

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, Kelle Howard may suspend or terminate the Online Course immediately. You will be charged the then current Kelle Howard 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, Kelle Howard may reinstate the Online Course 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 Kelle Howard reserves the right to terminate or suspend your access to the Online Course in the event that you fail to pay any Purchase Price payment in connection with the Membership Subscription associated with the Online Course.

10. Refund Policy

10.1.You acknowledge and agree that due to the nature of the Online Course and Digital Products provided, no refunds will be provided to you once the Online Course has been purchased and commenced.

10.2.In accordance with the governing Law If you are unsatisfied with the Online Course please contact Kelle Howard at [admin@kellehoward.co] outlining why you believe you are entitled to a refund of the Purchase Price so that Kelle Howard may determine whether a refund should occur or not.

10.3.Refunds, if granted pursuant to clause 10.2, will be at the sole discretion of Kelle Howard’s.

11. Copyright and Intellectual Property

11.1 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.

11.2 The Website, the Online Course and Digital Products and all of the related documents, materials, products and services of Kelle Howard (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 Kelle Howard or its contributors.

11.3 Kelle Howard 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 Kelle Howard.

11.4 Kelle Howard grants you a revocable, limited, non-exclusive, royalty free license to view the Online Course and Digital Products 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 Digital Products and receive the Online Course, but you may not publish, resell or sub-licence it.

11.5 All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks, patents belong to Kelle Howard. 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.

11.6 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 Website. Any unauthorised use of the Material appearing on your Website may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

12. Modification of the Website

12.1 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.

12.2 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 may seek your agreement to the permissions and at such time you may choose to accept or not.

13. Privacy

13.1 Kelle Howard takes your privacy seriously and any information provided through your use of the Website, and/or the Online Course are subject to the Privacy Policy at [https://www.kellehoward.co/privacy-policy].

13.2 By using the Website, creating an account and/or accessing the Online Course, you consent to the collection, disclosure, use and storage of your personal information pursuant to our Privacy Policy.

14. Storage and Security of Personal Data

14.1 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 Kelle Howard customer support.

14.2 At all times, your Personal Data is secured against unauthorised use or access and will not be used for any purpose other than as specified in our Privacy Policy.

14.3 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 Online Course and 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.

14.4 We do not keep your Personal Data when you terminate your use of the Website and our Online Course. We periodically purge the database to ensure any outdated information that may personally identify you is wiped from our database.

15. Disclosure of Your Information

15.1 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. Kelle Howard may also use your Personal Data to protect the rights, property or safety of Kelle Howard, its customers or third parties.

15.2 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.

16. Third Parties

16.1 We do not and will not sell or deal in personal or customer information at any time.

16.2 Kelle Howard 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 products or services you have purchased or to protect the rights, property or safety of Kelle Howard, its customers or third parties or if required by law.

16.3 We will use all reasonable means to protect the confidentiality of your Personal Data and will not share your Personal Data with any third party other than our service providers who assist us in providing the information and/or Online Course we are providing to you. To the extent that we do share your Personal Data with a service provider, we would only do so if that party has agreed to comply with our privacy standards as described in this Privacy Policy.

16.4 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 Online Courses and services. They may also use this information to provide more relevant advertisements about goods and services of interest to you.

17. General Disclaimer

17.1 You acknowledge and agree that Kelle Howard does not make any terms, guarantees, warranties, representations or conditions whatsoever regarding the Online Course and Digital Products other than provided for pursuant to these Terms.

17.2 Kelle Howard does not provide any guarantees as to the quality of the Online Course and Digital Products purchased.

17.3 Kelle Howard does not provide any guarantees as to your success by your reliance on the information provided during the Online Course and Digital Products.

17.4 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.

17.5 If you are not a Consumer (under the Australian Consumer Law), you agree that Kelle Howard has no direct or indirect liability (including in negligence) to you in any way related to your use of the Website, the Online Course and/or the Digital Products.

17.6 If you are a Consumer (under the Australian Consumer Law), Kelle Howard limits all its direct and indirect liability (including in negligence) to you to the Consumer Guarantees under the Australian Consumer Law.

17.7 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) Kelle Howard 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 Online Course and Digital Products, the Online Course and Digital Products or these Terms (including as a result of not being able to use the Online Course and Digital Products or the late supply of the Online Course and Digital Products), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

17.8 Use of the Website, the Online Course and viewing the Digital Products is at your own risk. The Website, the Online Course and Digital Products of Kelle Howard, 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 Kelle Howard (including any third party where the Online Course and Digital Products is made available to you) make any express or implied representation or warranty about its Material, Content, Online Course or any Digital Products (including the Digital Products of Kelle Howard) 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 Online Course, or any of its related Digital Products (including third party material and advertisements on the Website);

(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.

18. Limitation of liability

18.1 Kelle Howard’ total liability arising out of or in connection with the Online Course 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 Kelle Howard is the resupply of information or Online Course to you.

18.2 You acknowledge and agree that Kelle Howard, 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 Course, 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.

18.3 Kelle Howard is not responsible or liable in any manner for any site content (including the Material, Online Course, Digital Products, and third party content) posted on the Website or in connection with the Digital Products, whether posted or caused by users of the Website, by third parties or by any of the Online Course and Digital Products offered by Kelle Howard.

18.4 Kelle Howard does not control and is not responsible for the behaviours and actions of Members. Accordingly, Kelle Howard is not responsible for any offensive, inappropriate, obscene or unlawful content or actions that you may encounter when viewing the Online Course or in connection with your use of the Digital Products.

18.5 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;

(d) failure of internet and telecommunication services.

18.6 Kelle Howard 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.

19. Indemnity

19.1 You agree to indemnify Kelle Howard 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 the Online Course and Digital Products, including but not limited to:

(a) any misuse of the Website, the Online Course and Digital Products 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

19.2 This indemnity will survive termination of the Terms.

20. Termination of the Online Course and Digital Products

20.1 The Terms will continue to apply until terminated by either you or by Kelle Howard as set out below.

20.2 If you want to terminate the Terms, you may do so by:

(a) providing Kelle Howard with a written notice at least Thirty (30) days of your intention to terminate to Kelle Howard at [admin@kellehoward.co]; and

(b) closing your accounts for all of the Online Course and/or Digital Products which you use where Kelle Howard has made this option available to you.

Kelle Howard may at any time, terminate the Terms with you if:
(a) you have breached any provision of the Terms or intend to breach any provision;
(b) Kelle Howard is required to do so by law;
(c) the partner, if any, with whom Kelle Howard offered the Online Course and Digital Products to you has terminated its relationship with Kelle Howard or ceased to offer the Online Course and Digital Products to you;
(d) Kelle Howard is transitioning to no longer providing the Online Course and Digital Products to Members in the country in which you are resident or from which you use the Online Course and Digital Products;
(e) the provision of the Online Course and Digital Products to you by Kelle Howard is, in the opinion of Kelle Howard, no longer commercially viable or at their sole discretion;
(f) if you have used the Online Course and Digital Products:
(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 Kelle Howard at its absolute discretion; or
(iv) in a manner which can or does bring Kelle Howard into disrepute or could damage Kelle Howard’ reputation as determined by Kelle Howard at its absolute discretion.
20.4 Subject to local applicable laws, Kelle Howard reserves the right to discontinue or cancel your access to the the Online Course and Digital Products at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Online Course and Digital Products without notice if you breach any provision of the Terms or any applicable law or if your conduct damages Kelle Howard’ name or reputation or violates the rights of those of another party.
20.5 Upon the termination of your Account, all of the legal rights, obligations and liabilities that you and Kelle Howard 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.

Dispute Resolution
21.1 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 Brisbane, Queensland.
(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.
22. Venue and Jurisdiction
22.1In 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 Brisbane, Queensland.
23. Governing Law and Jurisdiction
23.1 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.
24. Notice
24.1 Kelle Howard may provide any notice to you under the Terms by sending a message to your email address. The notice provided by Kelle Howard to you by email shall be deemed to have been properly given on the date Kelle Howard sends the email, regardless of whether you have received the email.
24.2 Unless specified otherwise, any notices provided by you to Kelle Howard must be in writing and sent to [admin@kellehoward.co].
25. 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.

26. 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.

27. Severance

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.

28. Waiver

28.1 A waiver of any right, power or remedy under this Agreement must be in writing signed by the party granting it.

28.2 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.

28.3 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.

29. Assignment

29.1 Kelle Howard may assign or transfer its rights or obligations under the Terms without your consent.

29.2 You may not assign or transfer your rights or obligations under the Terms without prior written consent of Kelle Howard. A purported assignment without written consent will be deemed to be void and convey no rights.

30. Contact

If you wish to notify us about anything relating to these Terms, please contact us [admin@kellehoward.co].