Agreed Terms

Welcome to Bambuddha, which is run by Bambuddha Group Pty Ltd (ACN 622 826 840) (Bambuddha, we, us or our).

1. Agreement
   • By clicking on the “I agree” box and electronically signing the agreement (Start Date) you agree to these Agreed Terms and a legally binding agreement is formed between the Member and us for the Term, consisting of the Key Details and these Agreed Terms (agreement).
   • The agreement, will specify your selected Membership Tier and Invoicing Terms This will correlate to:
     • the Membership Benefits; and
     • the Subscription Fee.
   • This agreement will commence on the Start Date and will continue for the Initial Term. At the end of the Initial Term your membership will automatically renew for successive periods equivalent to the Initial Term (each a Further Term), unless:
     • you give us notice 30 days prior to the end of the Initial term or current Further Term of your wish to terminate, upgrade or downgrade; or
     • the agreement is otherwise lawfully terminated pursuant to the terms of this agreement,

(together, the Term).

2. Membership
   • Provided you comply with the terms of this agreement, we will deliver the Membership Benefits.
   • As part of your Membership Benefits, you’ll also get access to our website (https://www.bambuddhagroup.com/), platform and social media groups created by us (together the Site) The Site may allow members to:
     • upload Member Materials;
     • browse, search, download and utilise high quality Bambuddha Materials;
     • access the Membership Benefits and other resources; and
     • connect with other members of the Bambuddha community.
   • You must use the Membership Benefits only for authorised and lawful purposes, in accordance with any reasonable directions we might issue, and in a way which does not infringe the rights of anyone or restrict or inhibit another member’s access to its Membership Benefits.
   • As a Bambuddha Member, you must:
     • not engage in any conduct which may be detrimental to us or our goodwill, reputation or business and/or the goodwill, reputation or business of other Bambuddha members or representatives (including our delivery partners); and
     • comply with our Policies.
   • If you fail to comply with our Policies or fail to demonstrate development at your annual impact strategy sessions, at our option, you agree to work in good faith with us and with your coach to rectify such failure.
3. Account
   • In order to access the Membership Benefits, including to download Bambuddha Materials you may be required to set up an account.
   • You agree and acknowledge that all information you provide us will be true, accurate, current and complete and, if relevant, you are authorised to create an account for anyone other than yourself. We may request evidence of your authority to set up the account.
   • You may request a change (upgrade or downgrade) to your Membership Tier on written notice to us. This change will take effect from the next Quarter, provided we receive your request no less than 30 days prior to commencement of the applicable Quarter. From the next Quarter, we will either:
     • refund you the difference between any pre-paid and unused fees from your original Membership Tier and the fees for the new Membership Tier (in the event you downgrade your Membership Tier); or
     • charge you an additional amount, charged in accordance with clause 1, that is the difference between any pre-paid fees applicable to your old Membership Tier and the fees applicable to the new Membership Tier (in the event you upgrade your Membership Tier).
   • You are solely responsible for maintaining:
     • the confidentiality and security of your account (including user names and passwords) and all activities on or through your account; and
     • any necessary software or technical requirements (including all related costs) in order to allow your use of, or access to, the Membership Benefits.
   • You must notify us immediately of any unauthorised use of your account. We are not liable for any loss or damage arising in connection with any unauthorised use of your account.
   • We reserve the right to approve your Membership subscription and account set up, and/or request additional information from you prior to approving your Membership subscription and set up.
   • We reserve the right to disable, suspend or cancel your account if you fail to comply with your obligations under this agreement or if we suspect there is unauthorised use of your account (as determined by us acting reasonably).
4. Member Materials
   • Our Site may allow you to submit, post, interact with, and/or display certain materials. You are responsible for all your content that you submit, post or display on your account, including data, text, files, information, usernames, images, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links, and other materials (Member Materials).
   • You must not submit, post or display any Member Materials that:
     • you do not have permission, right or license to use, upload, and permit use as contemplated by this agreement;
     • is objectionable, offensive, unlawful, defamatory, deceptive or harmful; or
     • is illegal, fraudulent, or manipulative.
   • We may remove Member Materials which are inappropriate or are in breach of this agreement without notice.
5. Licence
   • You are granted a non-exclusive, non-sublicensable, non-transferable worldwide licence to use, adapt, digitally perform, transmit, and reproduce Bambuddha Materials provided to you as part of your Membership Benefits in both digital and physical formats, subject to your compliance with this agreement.
   • You will not:
     • make unauthorised use of, or modify, copy, reproduce, republish, frame, upload to a third party, post, transmit or distribute Bambuddha Materials in any way except as expressly provided for under this agreement;
     • sublicense, sell, assign or otherwise transfer or attempt to do so all or part of your rights under this agreement;
     • use Bambuddha Material for the direct or indirect promotion of alcoholic beverages, tobacco, gambling, weapons or explosives;
     • use Bambuddha Material for any pornographic, defamatory or otherwise unlawful use, whether directly or in context or juxtaposition with other material or subject matter;
     • incorporate Bambuddha Material into a logo trade mark or service mark, without obtaining our prior written consent.

6. Fees
   • You acknowledge and agree:
     • we will invoice you your Subscription Fee in accordance with the Invoicing Terms;
     • you must pay us the Subscription Fee in accordance with our payment instructions set out in our invoice and within 30 days of the date of the invoice; and
     • subject to clause 3.3 and 9.5, all Subscription Fees paid are non-refundable.
   • If you wish to raise a genuine dispute about an invoice, you must notify us of the dispute before the due date and pay the undisputed portion by the due date.
   • If you have not paid an undisputed invoice within 30 days of the due date, we reserve the right to suspend your access to the Membership Benefits until all overdue amounts are paid or terminate the agreement.
   • On 30 days’ notice to you we may increase the Subscription Fees and such price increase will take effect in the next applicable Further Term.
   • Without limiting clause 6.4, the Subscription Fee will be increased each Further Term by a percentage equal to the percentage increase in CPI for the same period.
   • Unless otherwise expressly stated, all fees, prices or other sums payable or consideration to be provided under this agreement are exclusive of GST. If GST applies to a supply by any party under this agreement, the consideration will be increased by an amount equal to the GST liability incurred by the party making the supply.
7. Site
   • You understand and agree that your use of the Site is provided “as is” and “as available”. We do not represent or warrant that the operation of the Site will be secure, confidential, uninterrupted, error-free, accurate, complete or current.
   • We update and carry out maintenance on the Site regularly, so we may have to suspend access, service or functionality on the Site from time to time, without notice. We will not be liable if, for any reason, the Site is not available at any time or for any period of time.
   • In using the Site, you must not:
     • post commercial advertisements or links to other websites;
     • provide us with inaccurate or incomplete information or impersonate any person;
     • distribute viruses, corrupt files, or any other similar software or programs that may damage the operation of any computer hardware or software;
     • collect or store personal data about other users of this Site; or
     • engage in any other conduct that inhibits any other person from using or enjoying this Site.

8. Third party products

We may use third party products (including platforms, software and hardware) in supplying you with access to the Membership Benefits (Third Party Product).  You acknowledge that:

• your use of, and access to, the Third Party Products may be subject to additional fees and separate terms issued by the Third Party Supplier, which will form a separate agreement between you and the relevant Third Party Supplier;
• we make no representations or warranties in relation to, and do not accept liability for, any Third Party Products; and
• we may suspend your use of, or access to, the Third Party Products on request from the Third Party Supplier of such Third Party Products.

9. Termination
   • We may terminate this agreement and cancel your Membership:
     • on 30 days’ notice in writing; or
     • immediately if you breach any law or regulation.
   • You may terminate this agreement and cancel Membership on 90 days’ notice in writing by contacting us at [email protected]. Regardless of cancelation timing, the following minimum committed fees will be payable for Accelerator Programs ( value of 180 days), Coaching Programs ( value of 90 days), Community and Pledge Memberships ( value of 30 days).
   • Either party may terminate this agreement on notice if the other party:
     • becomes insolvent or enters into liquidation;
     • breaches this agreement and that breach is not capable of remedy; or
     • breaches this agreement and fails to remedy a breach within 14 days’ notice from the other party requesting the breach be remedied.
   • Upon termination of this agreement and cancellation of your Membership, you will immediately cease to receive any Membership Benefits, however, any Bambuddha Materials downloaded prior to cancellation may continue to be used after termination of this agreement and cancellation of your Membership.
   • Upon termination of this agreement by you, in accordance with clause 3, we will refund you any pre-paid and unused Subscription Fees.
10. Confidentiality
    • Each party must keep all Confidential Information confidential and use such information for the sole purpose of performing the obligations under this agreement.
    • Neither party may use or disclose the Confidential Information except:
      • to that party’s employees or advisers on a need-to-know basis and that party must ensure that such persons understand and comply with the obligations imposed by this agreement;
      • as required by law, subject to that party notifying the other party immediately if that party becomes aware that such disclosure may be required; or
      • with the other party’s prior written consent.

11. Intellectual Property
    • We own, or are the licensee of, the rights in the Bambuddha Materials and we grant to you a non-exclusive, non-transferable licence to use and reproduce the Bambuddha Materials:
      • for the Term (subject to clause 9.4); and
      • to the extent that they form part of, or are integral to, the Developed Materials.
    • Upon receipt of payment in full, we agree to assign our rights in any Developed Materials to you (excluding any Bambuddha Materials contained in any Developed Materials).
    • You retain all the rights in and to the Member Materials. You grant to us a non-exclusive and royalty-free licence to use and reproduce the Member Materials for the purpose of performing our obligations under this agreement.
    • You consent to us:
      • naming you as a member and reproducing your business name and logos for marketing and publicity purposes; and
      • using the Member Materials for internal training and our marketing and publicity purposes, provided such material does not contain any commercially sensitive information or Confidential Information.

12. Feedback
    • We welcome and encourage you to notify us of your complaints, feedback, comments and suggestions for improvements to the Membership Benefits at [email protected]
    • You acknowledge and agree that all feedback you give us will be our sole and exclusive property and you agree to assign to us all of your right, title, and interest in and to all feedback (including intellectual property rights) and waive any moral rights you may have in such feedback.
13. Data and Personal Information
    • You acknowledge and agree:
      • we may collect aggregated information about your activities, including web requests Internet Protocol (IP) addresses, browser types, referring/exit pages and URLs, number of clicks and how you interact with links on the Service, domain names, landing pages and pages viewed; and
      • we may collect details of how you use the Membership Benefits, including search queries, the types of content you view or engage with or the frequency and duration of your activities.
    • By entering this agreement a party may be providing the other party with personal information, including without limitation, name (including any business name and/or trading name), mailing address (including postcode), telephone number, email address, Australian Business Number or Australia Company Number, nationality and/or personal identification information (Personal Data) relating to a party, its related entities and/or its employees to the other party and its related entities.
    • Such Personal Data may be collected and shared to allow the parties to fulfil their obligations under this agreement, to connect you with coaches and delivery partners, to process invoices and payment, and to communicate with the each other from time to time in relation to this agreement.
    • Each party will deal with the other party’s Personal Data in accordance with that party’s privacy policy and at all times in accordance with the applicable privacy laws (including the Privacy Act 1988 (Cth)).
14. Liability and indemnity
    • You indemnify us from and against all claims, liability, loss, damage, expenses and costs (including reasonable legal costs) arising from or in connection with any breach of this agreement by you and any claim that the Member Materials are unlawful or infringes the intellectual property rights of any person.
    • You acknowledge we have no control over the conduct or other users of the Site, and we do not warrant that the Site and/or the Bambuddha Materials will be uninterrupted or error-free.
    • Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
      • to cancel your service contract with us; and
      • to a refund for the unused portion, or to compensation for its reduced value
    • You are also entitled to be compensated for any other reasonably foreseeable loss or damage.
    • If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.
    • To the extent permitted by law:
      • we are not liable for any loss or damage, however it arises, whether in contract, statute or tort (including negligence), arising out of, or in connection with:
        • the acts or omissions of any other Bambuddha members or representatives;
        • your reliance on, or use of, any Bambuddha Materials (including any reliance and/or use after the expiry or termination of the Term);
        • any content that is incorrect, inaccurate or incomplete. If you rely on any such content, you do so at your sole risk and you are responsible for any independent verification of the content; or
        • third party sites or resources. The Membership Benefits may contain links to third party sites and resources and we have no control over those sites; and
      • we exclude liability for any loss of profit, loss or corruption of data, special, exemplary, punitive, incidental, indirect or consequential loss or damages suffered or incurred or arising in connection with the Membership Benefits or in connection with any act or omission by us (negligent or otherwise); and
      • our aggregate liability in connection with this agreement, whether based on warranty, contract, statute, tort (including negligence) or otherwise, will not exceed an amount equal to the Subscription Fees paid by you to us (if applicable) in the 6 months preceding the claim.

15. Force Majeure
    • If a Force Majeure Event occurs, the affected party must notify the other party and the obligations of the party will be suspended to the extent that they are affected by the relevant Force Majeure Event until that Force Majeure Event has ceased.
    • If a Force Majeure Event continues for more than 60 days, either party may terminate this agreement.
16. General terms
    • Nothing in this agreement will be taken as giving rise to a relationship of employment, agency, partnership or joint venture. Except as otherwise provided in this agreement, the parties acknowledge and agree that neither party will have any authority to bind the other party or to enter into an agreement in the name of the other party.
    • Neither party may assign, transfer or otherwise deal with this agreement or any right under this agreement without the prior written consent of the other party, which must not be unreasonably withheld.
    • This agreement contains the entire understanding between the parties concerning the subject matter of the agreement and supersedes all prior communications.
    • The failure of either party to enforce any provisions under this agreement will not waive the right of such party thereafter to enforce any such provisions.
    • This agreement may not be amended or varied unless the amendment or variation is in writing and signed by all parties.
    • A notice, consent or other communication under this agreement is only effective if it is in writing, signed by or on behalf of the party giving it and it is received in full and legible form at the addressee’s address or email address, specified in the Key Details.
    • Any warranty, liability, indemnity, or obligation of confidentiality in this agreement will survive termination. Any other term which by its nature is intended to survive termination of this agreement survives termination of this agreement.
    • There is no relationship of employment, partnership, agency or fiduciaries between you and us.
    • If any term or provision of this agreement are held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from this agreement and the remaining terms and conditions will be unaffected.
    • This agreement is governed by and construed under the laws of New South Wales, Australia and the courts of that jurisdiction will have exclusive jurisdiction over any dispute arising out of this agreement.
17. Definitions

Australian Consumer Law means schedule 2 to the Competition and Consumer Act 2010 (Cth).

Bambuddha Materials means the Site including text, photos, graphic designs, Bambuddha trade marks/logos, membership stamp and images, any and all training materials, documentation, assets, and materials of ours whether tangible or intangible and whether in existence at the commencement of the Term and/or created or developed thereafter.

Confidential Information means confidential, proprietary and commercially-sensitive information (irrespective of the form or the manner in which the information is disclosed, or the time of such disclosure) including information which:

• identifies or belongs to other Bambuddha members and representatives;
• is identified as confidential or ought to have been known to be confidential; and
• relates to our, or a Bambuddha members’ or representatives’, business affairs and practices, including financial information, business opportunities, business plans, business processes and methodologies,

but does not include information which is in, or comes into, the public domain other than by a breach of this agreement, or which is independently known to the other party as evidenced by its written record.

CPI means the weighted average all groups eight capital cities consumer price index published in a quarterly basis by the Australian Bureau of Statistics.

Developed Materials means the deliverables, documentation, items or things created or acquired by the parties for you, in connection with this agreement.

Force Majeure Event means any act, event or cause including earthquakes, cyclones, floods, fires, lightening, storms or other acts of God, strikes or industrial disputes, riots, terrorist acts, civil disturbances, breakages of machinery, or industrial conditions, or arising out of any other unexpected and exceptional cause, delays in transportation and dispositions or orders of governmental authority, which:

• directly or indirectly results in a party being prevented from or delayed in performing any of its obligations under this agreement; and
• is beyond the reasonable control of that party.

Further Term has the meaning given to that term in clause 1.3.

Initial Term has the meaning given to that term in the Key Details.

Invoicing Terms mean the payment terms selected in the Key Details.

Member Materials has the meaning given to that term in clause 4.1.

Membership Benefits means the type(s) and amount(s) of benefits to be delivered, according to the Membership Tier, as set out in the Key Details.

Membership Tier means the tier selected in the Key Details.

Personal Data has the meaning given to that term in clause 13.1.

Policy means all Bambuddha policies we notify you of, as updated by us from time to time, including the Ethics Framework attached at Schedule 1.

Quarter means one of 4, the 3-month period’s being January- March, April- June, July- September or October- December.

Site has the meaning defined in clause 2.

Subscription Fee means the monthly or annual subscription price for each Membership Tier.

Term has the meaning given to that term in clause 1.3.

Third Party Product has the meaning given to that term in clause 8.

Third Party Supplier means a supplier who supplies Third Party Products (other than us).