The Company provides the Style Sourcebook digital platform that allows users to create mood boards for interior design ideas using images of items that are available for purchase from independent retailers. Use of the Platform is subject to these Terms of Service.
1 USING THE PLATFORM
(a) Many features of the Platform are restricted to registered Users. To use those features of the Platform, the User must login to the Platform and have set up their account.
(b) The User agrees that all use of the Platform is subject to these Terms of Service.
(c) Anyone over the age of 18 may use Style Sourcebook. People under 18 years of age must not use Style Sourcebook without their parent or guardian’s consent.
(d) The Company may suspend the account or restrict the access of any User that breaches the terms of this Agreement.
1.2 Mood Boards and Images
(a) The primary function of the Platform is to allow users to create Mood Boards using Images for the purposes of:
i Designing an interior space; and/or
ii Sourcing Products.
(b) Users may use Images from the Image Database, or provide their own Images in order to create a Mood Board.
(c) Use of Product Images may provide the User with additional information on the Product featured in the Product Image including:
i The Retailer from whom the Product may be purchased;
ii The dimensions, weight and colour of the Product;
iii The price of the Product;
iv Whether the Product is currently in stock;
v Any other information provided by the Retailer relative to the Product; and/or
vi Links to an external website where the Product may be purchased.
(d) The Retailer is responsible for each Product Image that it makes available via the Platform, including ensuring that the information about the Product is accurate and up to date.
(e) The Company does not sell Products. Any queries or disputes regarding a Product must be directed to the relevant Retailer.
(f) Each User acknowledges that Mood Boards are viewable by other Users and may be:
i Shared by other Users on Social Media;
ii Used by the Company to promote the Platform; and
iii Used by a Retailer to promote their business provided the Mood Board contains a Product Image of the Retailer.
(a) Each User that creates a Profile is responsible for that Profile.
(b) Where a User creates a Profile the User must ensure that the information and User Content included in the Profile is accurate and up to date.
(c) The Company is not responsible for any Profile and makes no representation as to:
i The skills, qualifications or experience of any Designer;
ii The quality of Products or service provided by a Retailer; or
iii Whether the User Content included in a Profile is accurate.
2 USER CONTENT
2.1 The User acknowledges and agrees that:
(a) The Platform may enable the User to create User Content, but that by doing so the User shall not acquire an interest to any Intellectual Property owned by the Company which may exist in the Platform.
(b) User Content is the sole responsibility of the person that provided the User Content to the Platform.
(c) The User indemnifies the Company for any User Content that is illegal, offensive, indecent or objectionable that the User makes available using the Platform.
(d) The Company may suspend accessibility to User Content via the Platform that the Company determines is illegal, offensive, indecent or objectionable in its sole discretion.
(e) To the extent permitted by law, under no circumstances will the Company be liable in any way for User Content.
(f) The User warrants that it has all necessary Intellectual Property Rights to use User Content, and shall indemnify the Company for any infringement the User commits of third-party Intellectual Property Rights by using User Content on the Platform.
(g) In order to provide the services afforded by the Platform, where the User Content includes the User’s brand, logo or other intellectual property, it grants the Company a worldwide, revocable license to use the User Content, for the term of this Agreement.
3.1 The Company may allow Retailers to run Competitions on the Platform from time-to-time, whereby Users may submit Mood Boards into the draw to win a prize from the relevant Retailer.
3.2 The Retailer may impose additional Competition Rules that each User must accept in order to participate in the Competition.
3.3 Competition Rules may govern such matters as (without limitation):
(a) Eligibility of entrants;
(b) Judging criteria;
(c) Redemption of prizes;
(d) Such other matters as the Retailer may reasonably impose on an entrant.
3.4 Each User acknowledges that:
(a) The Company is not responsible for each Competition run by a Retailer via the Platform; and
(b) Each Mood Board that it submits to a Competition may be used by the Retailer in order to promote the Retailer.
3.5 In the event of a dispute regarding a Competition the User must contact the relevant Retailer directly. The Company shall not perform a dispute resolution role between a User and a Retailer in relation to a Competition.
3.6 In the event of a conflict between this Agreement and Competition Rules, this Agreement shall prevail.
4 THIRD PARTY LOGIN
4.1 Registration & Login.
(a) A User may be able to register as a User, and access the Platform, by using their account with certain third party services (TPS) (e.g, Facebook, Twitter etc);
(b) As part of the functionality of the Platform the User may connect their profile with a TPS by:
i Providing their TPS login information to the Company through the Platform; or
ii Allowing the Company to access their TPS in accordance with its terms & conditions of service; and
(c) When connecting to the Platform using a TPS the User warrants that they are not in breach any of the TPS’ terms & conditions of service.
4.2 Ongoing Availability.
(a) The User agrees that User access to the Platform may be unavailable if the TPS becomes unavailable, and that the User may lose functionality or content that is shared between the TPS and the Platform;
(b) The User may disconnect the connection between the Platform and the TPS at any time.
(c) The Company has no relationship with any TPS and cannot guarantee the efficacy of any TPS connection.
4.3 Data from TPS.
Where a User connects and or registers their profile using a TPS, the User authorises the Company to use data from that TPS to create the User’s profile within the Platform.
5 GENERAL CONDITIONS
(a) By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable licence to access and use the Platform for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.
(b) The Company may issue the licence to the User on the further terms or limitations (including the number of users or volume of use or transactions) as it sees fit.
(c) The Company may revoke or suspend the User’s licence(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this Agreement by the User.
5.2 Modification of Terms
(a) The terms of this Agreement may be updated by the Company from time-to-time.
(b) Where the Company modifies the terms, it will provide the User with written notice, and the User will be required to accept the modified terms in order to continue using the Platform.
(a) The User agrees and accepts that the Platform is:
i Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the User’s systems; and
ii Managed and supported exclusively by the Company from the Company servers and that no ‘back-end’ access to the Platform is available to the User unless expressly agreed in writing.
(b) As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Platform.
(a) The Company provides user support for the Platform via the email address [email protected]
(b) The Company shall endeavour to respond to all support requests within 2 Business Days.
5.5 Use & Availability
(a) The User agrees that it shall only use the Platform for legal purposes and shall not use it to engage any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.
(b) The User is solely responsible for the security of its username and password for access to the Platform. The User shall notify the Company as soon as it becomes aware of any unauthorised access of its the Platform account.
(c) The User agrees that the Company shall provide access to the Platform to the best of its abilities, however:
i Access to the Platform may be prevented by issues outside of its control; and
ii It accepts no responsibility for ongoing access to the Platform.
(a) Security. The Company takes the security of the Platform and the privacy of its Users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.
(b) Transmission. The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.
(c) Storage. Data that is stored by the Company shall be stored according to accepted industry standards.
(d) Backup. The Company shall perform backups of its entire systems in such manner, at such times and intervals as is reasonable for its business purposes. The Company does not warrant that it is able to backup or recover specific User Content from any period of time unless so stated in writing by the Company.
5.8 Intellectual Property
(a) Trademarks. The Company has moral & registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.
(b) Proprietary Information. The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of the Platform.
(c) The Platform. The User agrees and accepts that the Platform is the Intellectual Property of the Company and the User further warrants that by using the Platform the User will not:
i Copy the Platform or the services that it provides for the User’s own commercial purposes; and
ii Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the Platform or any documentation associated with it.
(d) Content. All content submitted to the Company, whether via the Platform or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to the Platform.
5.9 Disclaimer of Third Party Services & Information
(a) The User acknowledges that the Platform Is dependent on third-party services, including but not limited to:
i Banks, credit card providers and merchant gateway providers;
ii Telecommunications services;
iii Hosting services;
iv Email services; and
v Analytics services.
(b) The User agrees that the Company shall not be responsible or liable in any way for:
i Interruptions to the availability of the Platform due to third-party services; or
ii Information contained on any linked third party website.
5.10 Liability & Indemnity
(a) The User agrees that it uses the Platform at its own risk.
(b) The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.
(c) The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with the Platform, including any breach by the User of these Terms.
(d) In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, personal injury, death, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use the Platform, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, loss, personal injury or death, or business interruption of any type, whether in tort, contract or otherwise.
(e) Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:
i The re-supply of services or payment of the cost of re-supply of services; or
ii The replacement or repair of goods or payment of the cost of replacement or repair.
(a) Either party may terminate this Agreement by giving the other party written notice.
(b) Termination of this Agreement shall automatically terminate any Consumer App Terms and Style Sourcebook App Terms between the Consumer and the Company to deploy Mood Boards via the relevant App.
(c) Termination of this agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this agreement up to the date of expiry or termination.
(d) Termination does not affect any of the rights accrued by a party prior to termination, and he rights and obligations under clauses 6.9, 6.13 and 6.14 survive termination of this Agreement.
5.12 Dispute Resolution
(a) If any dispute arises between the parties in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:
i Includes or is accompanied by full and detailed particulars of the Dispute; and
ii Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
(b) Within 10 Business Days after a Dispute Notice is given, a representative (with the authority to resolve the dispute) parties must meet (virtually or otherwise) and seek to resolve the Dispute.
(c) Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.
(d) Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
(e) Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.
5.13 Electronic Communication, Amendment & Assignment
(a) The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
(b) The User can direct notices, enquiries, complaints and so forth to the Company as set out in this Agreement. The Company will notify the User of a change of details from time-to-time.
(c) The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.
(d) A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.
(e) Notices must be sent to the parties’ most recent known contact details.
(f) The User may not assign or otherwise create an interest in this Agreement.
(g) The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the User.
(a) Special Conditions. The parties may agree to any Special Conditions to this Agreement in writing.
(b) Prevalence. To the extent this Agreement is in conflict with, or inconsistent with, the terms of any Competition Rules, the terms of this Agreement shall prevail. To the extent this Agreement is in conflict with, or inconsistent with, the terms of a Subscription Agreement, or any Special Conditions made under this Agreement, as relevant, the terms of those other agreements or Special Conditions shall prevail.
(c) Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
(d) Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.
(e) Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
(f) Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.
(g) Governing Law. This Agreement is governed by the laws of Victoria, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
(h) Severability. Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.
The following terms are used regularly throughout these Terms of Service and have a particular meaning:
(a) ABN means Australian Business Number.
(b) ACN means Australian Company Number.
(c) Agreement means the agreement formed between the Users and the Company under, and on the terms of, these Terms of Service.
(d) Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Australia.
(e) Company means Style Sourcebook Pty Ltd ABN 79 611 753 425.
(f) Competition means a competition run via the Platform by a Retailer.
(g) Competition Rules means any additional terms and conditions set by the Retailer for a User to participate in a Competition.
(h) Consumer means a registered user of the Platform that uses the features associated with a Consumer account.
(i) Corporations Act means the Corporations Act 2001 (Cth).
(j) Designer means a registered user of the Platform that uses the features associated with a Designer account.
(k) Designer Profile means the user profile created by the Designer to advertise their services.
(l) Directory means a directory of Products, Designers and Retailers that are available to Visitors, Consumers or the general public.
(m) Fee means any Fee charged by the Company for using the Platform.
(n) GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(o) Image means an image uploaded to the Platform for use in a Mood Board.
(p) Image Database means the database of Images available to all Users of the Platform.
(q) Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property;
(r) Mood Board means a scene consisting of such Assets and other images arranged by a User using the Platform.
(s) Platform means means:
i Style Sourcebook digital platform accessible from http://www.stylesourcebook.com.au; and/or
ii Any Style Sourcebook mobile application.
(t) Privacy Act means the Privacy Act 1989 (Cth).
(v) Product means an item that may be available for purchase from a Retailer.
(w) Product Image means an Image of a Product.
(x) Profile means a Designer Profile or Retailer Profile.
(y) Retailer means a registered user of the Platform that uses the features associated with a Retailer account subject to a Subscription Agreement.
(z) Retailer Profile means the user profile created by the Retailer to advertise their Products and services.
(aa) Subscription Agreement means an agreement between the Company and a Retailer that governs the Retailer’s use of the Platform, in addition to the terms of this Agreement.
(bb) Site means the Company’s website accessible at stylesourcebook.com.au.
(cc) User means any Visitor, Consumer, Designer or Retailer that uses the Platform.
(dd) User Content means any designs, graphics, wireframes, images, videos, audio, information, documents or other data that is uploaded into, or created using the Platform by the User, or that otherwise forms part of the User’s Intellectual Property, but excludes any background Intellectual Property that is owned by, or licensed to the Company, including without limitation in the Platform.
(ee) Visitor means an unregistered User of the Platform.