Membership Terms & Conditions
1. OVERVIEW
1.1 The Creativault site www.creativault.com.au is owned and operated by Joanne Tapodi ABN 75 082 518 393 trading as CREATIVAULT.
1.2 Creativault is an online directory that showcases Australian creatives (Graphic designers, photographers, videographers, content creators and copywriters). The website will offer site visitors a free platform to search, view and engage with a library of service providers (Creativault Members).
1.3 To feature on one or more of the Creativault online directories, service providers must apply to become a Creativault Member and pay the applicable Fees (Membership Fees) via www.creativault.com.au/join
1.4 By applying to become a Creativault Member, applicants acknowledge that they:
a) have full power, capacity and authority to enter into a contract and perform any obligations set out therein;
b) have read, understood and agree to comply with and be legally bound by the:
i. Creativault Membership Terms and Conditions (Terms);
ii. Creativault Site Terms and Conditions; and
iii. the Creativault Privacy Policy,
c) are solely responsible for determining whether the Membership is appropriate for them;
d) have sought professional and/or legal advice should they require clarification on any aspect of the Membership Terms; and
e) agree to provide accurate, current and complete information about themselves and/or their business as requested or directed, and to promptly update this information to maintain its accuracy, in accordance with clause 4.
1.5 Creativault reserves the right to deny, suspend or terminate any Member if they suspect that applicant information is or becomes inaccurate or incomplete, or the Member breaches the code of conduct, as set out in clause 12.
1.6 Creativault Members understand, acknowledge, and accept that the Creativault online directory is designed to provide exposure but there are no guarantees that a site visitor will engage their services as a result of Membership.
2. MEMBERSHIP COMMENCEMENT & TERM
2.1 Membership commences when an application has been accepted by Creativault.
2.2 The Member profile will be populated by Creativault within seven (7) business days of the application being received (if accepted) and Creativault will automatically notify the member via email that their profile(s) is active.
2.3 The Member profile will appear on the applicable directory or directories using the exact information and images provided by the Member in their application.
2.4 Memberships will be auto renewed at the same level and duration that was originally purchased (quarterly or annually), unless terminated prior, in accordance with these Terms.
2.5 Unless otherwise agreed between Creativault and the Member, any discounted Membership Fees will expire at the conclusion of the original term of Membership.
2.6 Members will receive an email reminder notification fifteen (15) days prior to renewal including any fee increase information and will be solely responsible for communicating any updates to payment details, or cancellation requests (effective from the next renewal date) to Creativault and may do so securely via their Creativault account www.creativault.com.au/account/login
2.7 Members may request an upgrade to their membership prior to the renewal date (from quarterly to annually) by emailing info@creativault.com.au with their request.
2.8 Incomplete or rejected applications
Where Creativault receives an incomplete application or they determine that the application is not suitable, they will contact the applicant advising them of deficiencies and wait seven (7) business days for a response. After this time, Creativault will treat the application as abandoned and the applicant will be entitled to a refund for any fees paid in advance, minus processing fees. To request a refund, applicants must take the steps set out in clause 8.
3. MEMBERSHIP ENTITLEMENTS
3.1 Website home page exposure
Member profiles will be featured at random on the Creativault website home page, showcasing their business to site visitors without the site visitor needing to search the online directory.
3.2 Online directory exposure
a) Member profiles will be available for searching by site visitors based on:
i. The business’ location; and
ii. Service offerings/expertise.
b) Standard Member profiles will be displayed in random order in the search results.
3.3 Social media Member promotion
a) Members will be featured at random on Creativault’s social media accounts in accordance with clause 10.1.
b) Members agree and understand that there is no guarantee that their business will be featured on the Creativault social media accounts during the term of their Membership.
3.4 Newsletter Member promotion
a) Members will be featured at random on Creativault’s email newsletter in accordance with clause 10.1.
b) Members agree and understand that there is no guarantee that their business will be featured on the Creativault newsletter during the term of their Membership.
3.5 Creativault Events
a) Creativault Members will also be invited to attend Members only events online via zoom and in person across Australia. Invitations will be issued to the email address nominated at the time of application and include details for the events, including any specific fees and terms and conditions of attendance. Except as otherwise notified in the invitation, the Membership and associated Membership Fees excludes all other things, including but not limited to:
i. Online software;
ii. Event tickets;
iii. Travel insurance;
iv. Transportation to and from the event venue;
v. Catering/Drinks;
vi. Passport/ visa requirements;
vii. Airfares;
viii. Accommodation; and
ix. Expenses of a personal nature.
b) If a Force Majeure event of any kind requires that any Membership Entitlements be delayed, they will either take place in a different allowable format or be rescheduled. Members will not be entitled to any compensation for Membership Entitlements that are unable to proceed due to a Force Majeure event.
4. PROFILE SUPPORT (including updates)
4.1 Member profile creation
The Creativault team will be responsible for the creation and maintenance of all Member profiles, uploading information and allocating the Member profile to the directory or directories exactly as the information has been submitted and/or requested by the Member in their application form.
4.2 Critical Member profile updates
a) Members must notify Creativault immediately via info@creativault.com.au with the subject line ‘critical member profile update request’, if they:
i. move location/ service areas;
ii. amend their service offering; and/or
iii. are no longer operating the business.
b) The Creativault team will acknowledge any critical member profile update request within two (2) business days and aim to resolve it within seven (7) business days. If the Creativault team are unable to action the request within this timeframe, they will contact the Member accordingly.
4.3 Non critical member profile updates
a) Members are encouraged to keep their profiles up to date including latest portfolio images and may request non critical member profile updates via info@creativault.com.au with the subject line ‘non critical member profile update request’.
b) Members are advised that non-critical member profile updates requests will be limited to four (4) per year.
c) The Creativault team will acknowledge any non-critical member profile update request within five (5) business days and aim to resolve it within seven (7) business days. If the Creativault team are unable to action the request within this timeframe, they will contact the Member accordingly.
5. TECHNICAL SUPPORT
a) Members are encouraged to report any technical difficulties they experience with the website via info@creativault.com.au with the subject line ‘technical issue’.
b) The Creativault team will acknowledge any technical issue within two (2) business days and aim to resolve it within seven (7) business days. If the Creativault team are unable to action the request within this timeframe, they will contact the Member accordingly.
6. MEMBERSHIP FEES & AUTO RENEWALS
6.1 Membership Fees
a) All Membership Fees are advertised on the Creativault website in Australian Dollars and are inclusive of GST.
b) Membership Fees are required to be paid at the time of application, for the nominated duration (quarterly or annually). Membership Fees are payable via credit/debit card and processed through a third-party payments’ provider.
6.2 Auto renewals
a) Memberships will be auto renewed at the same duration and level that were originally purchased (quarterly or annually). Members will receive an email reminder notification fifteen (15) days prior to renewal. If no communication is received from the Member, it will be deemed that the Member agrees to the new term of Membership and on the renewal date, the Member’s credit/debit card will be debited automatically for the next term.
b) Members explicitly authorise Creativault to automatically charge the card on file at the start of each billing period for the following quarterly or annual Membership.
c) Members are solely responsible for keeping Creativault updated on any new card/payment details and may do so securely via their Creativault account www.creativault.com.au/account/login
6.3 Increase to Membership Fees
a) Members acknowledge and accept that should Creativault decide to increase their Membership Fees, the Member will be notified of this increase at the same time they are notified of their next renewal date. The Member will be solely responsible for communicating any changes to their payment details or cancellation requests with Creativault prior to the renewal date and may do so securely via their Creativault account www.creativault.com.au/account/login
6.4 Recovery of unpaid Membership Fees
a) Where any portion of the Membership Fees are outstanding, Creativault reserves the right to immediately suspend the Member profile until the outstanding payment is settled.
b) If unpaid Membership Fees are recovered through an external agency, the Member acknowledges that they will be responsible for the costs involved in the recovery.
7. CANCELLATION OF MEMBERSHIP
7.1 Cooling Off Period
Creativault offers a twenty-one (21) day cooling off period for Members to experience the online directory and ensure that the Membership is right for them. If the Member elects to cancel during the cooling off period, they must email info@creativault.com.au with the subject line ‘cooling off cancellation’. Members who cancel during the cooling off period will be entitled to a refund for any fees paid in advance, minus processing fees. To request a refund, Members must take the steps set out in clause 8.
7.2 During Membership
a) After the Cooling Off period has expired, early cancellation of the Membership is not permitted by either party, except in the case of a Force Majeure Event.
b) Memberships will be auto renewed at the same duration that were originally purchased (quarterly or annually). Members will receive an email reminder notification fifteen (15) days prior to renewal, communicating any fee increases and invited to:
i. update their payment details securely via their Creativault account www.creativault.com.au/account/login; or
ii. cancel their Membership from the next renewal date via their Creativault account www.creativault.com.au/account/login.
c) If no communication is received from the Member prior to the renewal date, it will be deemed that the Member agrees to the new term of Membership and on the renewal date, the Member’s credit/debit card will be debited automatically for the next term.
d) A Member may be permitted to cancel their Membership during the term only in the event that Creativault is unable to provide the Membership due to a Force Majeure Event for a period exceeding thirty (30) days. Creativault will, at their sole discretion refund Fees proportionate to the amount of time remaining in the term.
Force Majeure Event means illness, injury, emergency, pandemic, epidemic, war, act of God, sudden event or other circumstance beyond Creativault’s control.
8. REFUNDS
8.1 Incomplete or rejected applications
Where Creativault have rejected the member due to an incomplete or abandoned application, the applicant will be entitled to a refund for any fees paid in advance, minus processing fees. The applicant must email info@creativault.com.au with the subject line – ‘refund request’ for assessment to be undertaken by Creativault within seven (7) Business days.
8.2 Cooling off Period
If the Member terminates within the cooling off period, they will be entitled to a refund for any fees paid in advance, minus processing fees. The applicant must email info@creativault.com.au with the subject line – ‘refund request’ for assessment to be undertaken by Creativault within seven (7) Business days.
8.3 Membership Fees
a) Due to the nature of the Membership, Members cannot request a refund for Membership Fees from Creativault where:
i. the Member has changed their mind;
ii. the Member’s personal or financial circumstances have changed;
iii. the reason for termination is outside of Creativault’s control; and/or
iv. the Member has breached these Terms.
b) Refunds will be offered in accordance with both Australian Consumer Law and applicable state Fair trade legislation. Creativault is permitted to exercise their discretion in any circumstances where a refund of any fees already paid by the Member may be appropriate.
8.4 Refund Processing
a) Where it is determined that a refund is due, Creativault will notify the applicant or Member and organise prompt payment via:
i. the original payment method;
ii. third party payment provider https://stripe.com/au; or
iii. as otherwise agreed between the parties.
b) Where a third party processor is required for the transaction, the Member acknowledges and agrees that transaction/processing fees may be deducted from the refund amount.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 Licence Grant
a) To the extent that a party is required to use any of the other party’s Intellectual Property (IP) for the purpose of performing their obligations under these Terms, each party grants to the other a revocable, non-transferable, non-exclusive, royalty-free licence to use the other party’s IP for that sole purpose.
b) The licence granted by each party to the other to use IP is conditional on the recipient not sub-licensing, publishing, selling, or otherwise allowing it to be used by third parties, and also not modifying it in any way except as otherwise agreed.
9.2 Member provided Intellectual Property
a) For any intellectual property that the Member issues to Creativault in their application or subsequently during the Term of the Membership, the Member warrants that they are the owner of this intellectual property and indemnify Creativault against any claim made by a third party due to or arising out of any breach of intellectual property rights (including third party intellectual property rights) from Creativault’s use of the intellectual property.
10. MARKETING AND PROMOTION
10.1 Recognition
a) The parties agree that unless otherwise expressly agreed, Creativault will retain the right to reproduce, publish and display any materials (that are not personal or confidential information) the Member provided in their application including Member’s name, business name, logo and any trade marks on websites, in paid advertising, and other media (including social media) for the sole purpose of recognition of their participation as a Member.
b) For the avoidance of doubt, unless Creativault has sought express authority from the Member to share personal information, Creativault will not disclose or publish any of the Member’s personal information.
c) Where the Member provided their social media accounts and reference handles to Creativault with their application, Creativault will use their best endeavours to reference the Member’s relevant social media accounts when publishing or distributing promotional material on social media.
10.2 Consent to Record Participation (Media Release)
Members acknowledge and consent that where they attend any of the Creativault events, their participation may be photographed or recorded (audio and visual) including direct interviews and footage where they are featured prominently. Members acknowledge and agree to Creativault retains the ownership rights to any photos taken in relation to the provision of the events and be able to use without restriction those images or recordings including but not limited to modify, alter, publish, reproduce or distribute such images or recordings including on websites, social media and any other media for recognition or professional advancement purposes.
10.3 Testimonials
a) Where Members have provided testimonials (in any format), they acknowledge that Creativault may use these along with reference specifically on our Site and social media channels, or any other avenue, for promotional and other purposes at our discretion.
b) Members consent to the use of any testimonials, reviews, or feedback provided to Creativault for promotional and marketing purposes. The Member understands that these testimonials may be published on the Service Provider's website, social media platforms, marketing materials, and other promotional channels.
10.4 Right to Withdraw Consent
The Member has the right to withdraw their consent at any time. To do so, the Member must notify Creativault via info@creativault.com.au who will promptly cease the use of such materials for promotional purposes.
11. TERMINATION
11.1 Creativault reserve the right to terminate a Member’s access to the Membership with immediate effect if:
a) the Member’s application is incomplete or falsified;
b) the Member fails to pay the Membership Fees when due (including where a direct debit fails);
c) the Member engages in prohibited conduct, as outlined in clause 12;
d) the Member otherwise breaches any obligation under these Terms;
e) Creativault considers that mutual trust or confidence no longer exists; and/or
f) Creativault determines that they are no longer able to provide the Membership for any reason.
11.2 The Member acknowledges that in the event of termination due to their breach of these Terms, they shall not be entitled to a refund of any Membership Fees and will remain liable for any outstanding Fees owed to Creativault, as well as any additional costs or damages incurred as a result of the breach.
11.3 If Creativault terminates these Terms in accordance with clause 11.1f) , Creativault will, at their sole discretion refund Fees proportionate to the amount of time remaining in the subscription period.
12. CODE OF CONDUCT
12.1 Members are required to always act professionally and courteously in all written and verbal interactions with Creativault, site visitors and fellow Creativault Members. Profane, abusive, crude, sexist, discriminatory or defamatory language is strictly prohibited and considered in breach of this code of conduct, which may result in immediate termination in accordance with clause 11.
12.2 In addition to any other prohibitions, Members must not under any circumstances access or otherwise use the Membership or its content:
a) for any unlawful purpose;
b) to solicit others to perform or participate in any unlawful acts;
c) to violate any international, federal, or state regulations, rules, laws, or local ordinances;
d) to attempt to change, remove, or otherwise interfere with the Membership or any of its Materials;
e) to infringe upon any other person's proprietary rights; or
f) to send any unsolicited advertising or promotional material, commonly referred to as 'spam'.
13. INFORMATION AND ADVICE
13.1 Any content or information provided in the Membership by Creativault is of a general nature only and does not constitute professional advice. Creativault does not purport to be legal or financial advisors or any other type of licensed professional and cannot be held liable for any reliance on the information provided through the Membership. No part of the Membership is a substitute for obtaining advice that is specific to a Member’s individual circumstances from a qualified professional.
13.2 Any reference to other products or services, programs, memberships, processes or other information appearing within the Membership does not constitute or imply Creativault’s endorsement, sponsorship or recommendation in any way.
14. NO GUARANTEES
14.1 Creativault provides the Membership and its entitlements on an ‘as is’ basis without representation, warranty or condition of any kind (either express or implied).
14.2 Under no circumstances can Creativault guarantee a particular result in relation to Membership. Members acknowledge and agree that results may differ from business to business and individual success is completely dependent on the Members engagement with site visitors, independent of the Creativault online directory. Any Member reviews, testimonials, statements or examples advertised or available on the Website or via any content (including any newsletter, social media or other advertising), are provided for illustrative purposes only, and are simply examples of what can be possible.
14.3 Members acknowledge and agree that they are solely responsible for determining whether the Membership is appropriate for them and engage in the Membership at their own risk.
15. WARRANTIES AND INDEMNITIES
15.1 The parties agree that:
a) all express or implied warranties, representations, statements, terms and conditions relating to these Terms or its subject matter which are not contained in these Terms, are excluded from these Terms to the maximum extent permitted by law;
b) nothing in these Terms excludes, restricts or modifies any condition, warranty, right or remedy implied by or imposed by any law (including statute or regulation) which cannot be lawfully excluded, restricted or modified.
15.2 Except as expressly permitted by law, Creativault cannot be held liable for:
a) any negative impact on the Membership as a result of inaccuracies, errors or omissions in information provided to Creativualt by the Member, nor the cost of rectifying such inaccuracies.
b) any loss or damage that you may suffer as a result of Member participation;
c) Member’s inability to participate in the Membership for any reason;
d) the statements or conduct of any third party;
e) Member’s reliance on the suggestions or recommendations of any third party or Membership participant; and
f) any unforeseen advances in technology that may negatively impact on the Membership.
15.3 Each party agrees to indemnify and hold harmless the other party, their respective affiliates, officers, directors, agents, and employees from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to any breach of these Terms, negligent acts or omissions, wilful misconduct, by either party or their respective affiliates, officers, directors, agents, or employees.
15.4 The parties agree that:
a) neither party will be responsible, liable or held in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is directly caused by the other party failing to comply with its obligations under these Terms or negligence or misconduct of the other party or its employees, agents, guests, personnel or contractors;
b) each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done by the other party under or in connection with these Terms; and
c) in no event will either party be liable to the other party for any Consequential Loss.
Consequential Loss means any liability in relation to incidental, indirect, consequential, punitive or special damages (including but not limited to damages to business reputation, lost business, or lost profits) arising out of or in connection with these Terms.
16. LIMITATION OF LIABILITY
16.1 The liability of each party to the other party (including under indemnity) is mutually capped to:
a) the total amount of all Membership Fees paid in connection with the Membership in the twelve (12) months preceding the liability event; and
b) will be reduced to the extent that the other party's acts or omissions contribute to or cause the liability.
16.2 This clause survives expiry or termination of these Terms.
17. CONFIDENTIALITY
17.1 Each party agrees that, unless it has the prior written consent of the other party, it will:
a) keep the Confidential Information of the other party confidential at all times;
b) ensure that any person to whom Confidential Information is disclosed is aware of and complies with this clause; and
c) where there is prior consent, inform the other party of any proposed disclosure, including the form of disclosure, within a reasonable timeframe.
17.2 These obligations of confidentiality do not apply to any disclosure that:
a) is for the purpose of performing the obligations as set out in these Terms or exercising a party’s rights under the Terms;
b) is required by Applicable Law; or
c) relates to Confidential Information that is publicly available through no fault of the receiving party or was rightfully received from a third party without restriction and without the breach of any obligation of confidence.
17.3 Creativault shall not be held liable for any damages arising from the disclosure of such confidential information, provided that such disclosure was made in good faith and in compliance with any applicable laws or regulations.
18. PRIVACY
Members will be required to provide personal and business information when applying for a Creativault Member profile. Creativault will only use the personal information provided by the Member strictly for the purposes of evaluating and creating the Member profiles and well as providing information to Members about Membership Entitlements. Member information will be dealt with strictly in accordance with the Creativault privacy policy which can be accessed here: www.creativault.com.au/privacy-policy.
19. MISCELLANEOUS
19.1 Relationship of Parties
a) Creativault and its Members are considered as independent contractors and these Terms do not seek to create a partnership, joint venture, agency or employer and employee relationship. Site visitors who seek to engage with a Member (service provider) will do so independently. Creativault encourages Members to have their own contract which they send to any new client prior to their engagement.
b) Creativault will not be a party of any third-party contract and nothing in these Terms gives either party the authority to bind the other in any way, nor impose any fiduciary duties on the other party.
19.2 Exclusivity
The parties agree that these Terms do not establish an exclusive relationship between the Creativault and the Member.
19.3 Non-Disparagement
a) Without limiting either party’s rights, each party agrees not to disparage the other or provide negative feedback in a public forum (such as social media or an online review platform) at any time during or following the Term. Where one party is dissatisfied, the issue must be dealt with in accordance with the provision of these Terms relating to disputes.
b) In the event that either party breaches this provision by engaging in disparagement or posting negative feedback in a public forum, the non-breaching party has two options:
i. initiate the dispute resolution process as outlined in clause 19.5 of these Terms to resolve the matter amicably; or
ii. pursue legal action to seek remedies, including injunctive relief and damages, as allowed by applicable laws.
c) The choice between these options will be at the sole discretion of the non-breaching party.
19.4 Conflict of Interest
Each party warrants that they are free to enter into these Terms and that it shall not violate the terms of any other agreement between that party and a third party.
19.5 Dispute Resolution
a) In the event of any dispute arising under or in connection with these Terms, the parties shall first seek to resolve the matter amicably through direct negotiation. Both parties agree to engage in good faith efforts to settle any dispute promptly. If the dispute cannot be resolved within thirty (30) days following the date of a written notice of dispute, either party may propose to enter into alternative dispute resolution (ADR).
b) ADR may include mediation or arbitration conducted by a neutral and recognised entity, pursuant to its rules and procedures. The parties shall mutually agree upon the choice of ADR method and the governing rules. Any decision or award resulting from such ADR shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
c) Each party shall bear its own costs in connection with the ADR process, and the parties shall equally share the fees and expenses of the mediator or arbitrator unless otherwise agreed by the parties or as directed by the arbitrator or mediator according to applicable rules.
d) Except where urgent interim relief is sought from a court, neither party may initiate formal legal proceedings until the ADR process has been concluded.
19.6 Notices
Where a party gives notice, it must be done in writing to the email address specified in the application form provided by the Member or info@creativault.com.au. The notice will be considered delivered on the date it was sent unless a delivery failure notice was received.
19.7 Entire Agreement
These Terms constitute Creativault’s entire agreement with the Member about the subject matter. It supersedes all previous agreements, understandings and negotiations, whether written or verbal.
19.8 Governing Law
The formation, construction, performance and enforcement of the Terms will be in accordance with the laws in force where Creativault is based. Creativault and its Members submit to the non-exclusive jurisdiction of the courts of that jurisdiction.
19.9 Execution and Counterparts
a) These Terms will become binding when the Member:
i. agrees to these terms including by clicking 'I consent' or 'I agree' or similar;
ii. processes any payment for the Membership; and
iii. commences the Membership.
19.10 Amendment or Variation
a) Creativault reserves the right to amend or vary these Terms at any time, consistent with applicable laws and principles. Creativault will provide reasonable notice to the Member of the changes. These changes will be effective as of the date the revised version of the Terms is posted onto the Website. Members are responsible for reviewing these Terms prior to entering into the Membership and periodically throughout their use of the Membership.
b) A Member’s continued engagement with the Membership will be deemed acceptance of any amendments and/or variations to these Terms.
19.11 Validity
If any provision of these Terms is held invalid or unenforceable, it will either be severed from these Terms or replaced by a valid or enforceable provision. If applicable, any new provision will take effect immediately. All other provisions will remain in effect throughout.
19.12 Assignment
The Creativault Member is not permitted to assign these Terms or otherwise deal with any rights under them without prior written consent. Conversely, Creativault reserves the right to assign or novate the Terms, or otherwise deal with the benefit of them or rights under them, without the Members consent.
19.13 Interpretation
All headings are for ease of reference and do not affect the interpretation of these Terms. Words in the singular include the plural and vice versa, and references to “including” and similar words do not imply any limit.