BY PURCHASING OR USING ANY OF THE ANGELA GALLO WOMB WARRIOR ABN 6646 6693 4914 (“AGWW”) PLATFORMS, PROGRAMS, PRODUCTS, MATERIALS AND SERVICES, INCLUDING THE HEART AND HUSTLE MEMBERSHIP PROGRAM, YOU AGREE TO ALL AGWW TERMS AND CONDITONS, POLICIES AND GUIDELINES WHCH FORM PART OF THIS MEMBERSHIAGREEMENT.

IT IS IMPORTANT YOU READ AND UNDERTSAND THESE. IF AT ANYTIME YOU DO NOT AGREE PLEASE DO NOT CONTINUE TO PURCHASE OR USE ANY AGWW PLATFORMS, PROGRAMS, PRODUCTS, MATERIALS AND SERVICES.

  

MEMBERSHIP AGREEMENT

       
Background

AGWW is an expert birth professional and business strategist in related industries. AGWW is a doula, birth photographer, digital marketer, business coach, blogger, entrepreneur, educator and Mentor. The online membership business program has been created to assist people in the birthing professions, by providing expert knowledge, skill and mentorship to members seeking professional development and entrepreneurial growth.
The Member engages in the membership program for the provision of the Mentor’s expert knowledge, skill and mentorship in the maternal and perinatal industries for professional development and entrepreneurial growth. The Member commits to completing the Membership Program and the work as set out in the Membership Program, to learn relevant tools and techniques to develop and excel in their respective birth related business.
The parties agree to the terms and conditions of this Agreement.
 

 

 

 

AGREED TERMS

 


Defined Terms & Interpretation

 

Defined terms

 

In this document:

 


Business Day in respect of the exercise of a right, the fulfillment of an obligation or the occurrence of an event, means a day that is not a Saturday, Sunday or public holiday in the place at which that right must be exercised, that obligation fulfilled or that event must occur (as the case may be).

 


Birthing Services means, but is not limited to the services of a birthing doula, birth photographer, childbirth educator, birthing mentor, birthing business educator, birthing business mentor or any combination of.

 


Confidential Information in relation to a party to this agreement means any information of a private, confidential or commercially-sensitive nature belonging to that party, regardless of its form and whether the other party becomes aware of it before or after the date of this agreement, which may be disclosed to, or obtained by, that other party and includes:

 


all information marked as confidential;
all other information treated by the first party as confidential;
all notes and other records prepared by the other party based on or incorporating information referred to in paragraph (b); and
all copies of the information, notes andother records referred to in paragraphs (b) or

 

but excludes:

 


information that that other party creates (whether alone or jointly with any third person) independently of the first party;
information that that other party acquires from a third party that is not subject to any duty or obligation of confidentiality in respect of that information; or
information that is, or becomes, public knowledge (otherwise than as a result of a breach of confidentiality by the Recipient or any of their permitted disclose).

 

Discloser for the purposes of clause 8, means a party whose information is disclosed to, or otherwise acquired by, the Recipient.

 


Doula means a birthing assistant offering support during and after pregnancy. A Doula is a not a Medical or Healthcare Professional and does not offer medical services.

 


Expertise means AGWW’s combined professional skills and knowledge in the provision of Birthing Services, specifically in relation to digital marketing, business development and entrepreneurial growth.

 


GST means the goods and services tax levied and payable under the GST Law.

 


GST Law means the A New Tax System (Goods and Services Tax) Act 1999 (Cth.), as amended from time to time.

 


Intellectual Property Rights means all intellectual property rights at any time protected by statute or common law, throughout the world, including:

 


patents, copyright, rights in circuit layouts, designs, moral rights, trade and service marks (including goodwill in those marks), domain names and trade names, know-how, methodologies and trade secrets, and any right to have confidential information kept confidential;
any application or right to apply for registration of any of the rights referred to in paragraph (a); and
all rights of a similar nature to any of the rights in paragraphs (a) and (b) that may subsist anywhere in the world, whether or not such rights are registered or capable of being registered.

 

Materials means any or all materials or resources contained created by AGWW and includes but is not limited to digital presentations, audio and video recordings, templates, documents, workbooks and all other resources created by AGWW for the purpose of providing relevant information, or other to the Member.

 


Pre-existing Material in respect of a party, means any works, materials, data or information:

 


owned by, licensed to or in the possession of that which was in existence on or before the Start Date;
created or developed by that party after the Start Date independently of this agreement or any works, materials, data or information provided by the other party;
or any modifications, adaptations or improvements of the works, materials, data or information referred in paragraphs (a) and/or (b) above.

 

Membership Program means the ‘Heart and Hustle’ program developed, promoted and owned by AGWW, and any other program developed and operated by AGWW from time to time (including but not limited to Heart and Hustle).

 


Member means a client of AGWW who has purchased the Membership Program for the purpose of engaging and participating in the Program.

 


Membership Area means the exclusive members only, secured part of the digital platform.

 


Members Downloads means the exclusive members only, secured part of the digital platform where Members can access Materials.

 


Products means the digital and or other resources for sale or distribution, created by AGWW for, or separate to the Program.

 


Membership Program Software means the digital platforms and software, through which members of the public may access the Membership Program and content related to the Program, including the Products, Materials and Services of AGWW.

 


Recipient for the purposes of clause 8, means a party who obtains information of the other party to this agreement, irrespective of whether such information is obtained directly from that other party.

 


Region mean Australia, and anywhere in the World where AGWW provides their Program, Services and Products.

 


Services means those services and contributions to be provided by the AGWW for the Membership Program under this Agreement, as specified herewith.

 


Start Date means the date on which a counterpart of this Agreement executed by one party is countersigned by the other party.

 


Term means the duration of this Agreement, as set out in clause 2.

 


Interpretation

 

In this Agreement, unless the contrary intention appears:

 


headings are for ease of reference only and do not affect the meaning of this agreement;
the singular includes the plural and vice versa and words importing a gender include other genders;
other grammatical forms of defined words or expressions have corresponding meanings;
reference to a clause, paragraph, schedule or annexure is a reference to a clause or paragraph  of or schedule or annexure to this Agreement
a reference to a document or agreement, including this agreement, includes a reference to that document or agreement as novated, altered or replaced from time to time;
a reference to a specific time for the performance of an obligation is a reference to that time in the State, Territory or other place where that obligation is to be performed;
a reference to a party includes its executors, administrators, successors and permitted assigns;
words and expressions importing natural persons include partnerships, bodies corporate, associations, governments and governmental and local authorities and agencies;
a reference to a statute, ordinance, code or other law includes regulations and other instruments under it, and consolidations, amendments, re- enactments or replacements of any of them;
if a day on or by which a right must be exercised, an obligation fulfilled or an event must occur is not a Business Day, then that right must be exercised, that obligation fulfilled, or that event must occur on or by the next Business Day after that day;
rules of construction will not apply to the disadvantage of a party merely because that party was responsible for the preparation of this agreement, or any part of it; and
a reference to any legislation or statutory instrument or regulation is construed in accordance with the Acts Interpretation Act 1901 (Cth) or the equivalent State legislation, as applicable.

 

Term of Agreement
This Agreement commences on the Start Date, and, subject to paragraph (b) below, and clause 11, continues for the lifetime use of the membership program; so long as the Membership Program continue to exist.
The parties may, under certain circumstances extend the Agreement by mutual written agreement upon the expiry of the term of the Agreement.

 

Provision of Services & Member Obligations
AGWW will provide the Services at the times with due care and skill and in the manner as specified;
Unlimited exclusive access to all Products, Services and Materials made available to Members in the Membership Area, for the duration of the Membership Program;
Unlimited exclusive access to Member’s Only Facebook Group to interact and engage with AGWW and the other Members (provided Facebook continues to operate and allows the existence of the group);
A Members gift of one additional choice from the Materials made available in the Members Downloads, in the Membership Area,
AGWW will mentor educate, inspire, support and assist the Member, but does accept responsibility for the outcome of the Member’s efforts, both during and after the Membership Program.
The Member is responsible for their commitment to engage and participate in the Membership Program. AGWW makes no warranties as to the Member’s personal or professional results from engaging and participating in the Program.
The Member is responsible to ensure they have the equipment, skills and abilities necessary to engage, participate and complete the Membership Program.
The Member’s failure to ensure their commitment for a period of 30 days will result in Termination pursuant to clause 11.2 of this Agreement, regardless of where this falls in the Term.

 

Fees , Payments and Refunds
Fees
The Member agrees to pay AGWW for the Membership Program fees as follows;
1 upfront payment in the amount of USD $999.00 or;
1 payment per month to be paid every month for 12 months within four days of the date the first payment was made, in the amount of USD $99.00, totaling USD $1188.00.
Failure to pay the Fees in accordance with the above clauses (a) & (b) will result in automatic termination of this Agreement.
Payments

 

Payments are to be made via the online platform www.heartandhustlecourse.com using the secured    payment merchant PayPal.

 

The Member will be responsible for the full amount purchased, regardless of whether they complete the Membership Program, or not, unless otherwise agreed, and are to make payments owing, on time and in accordance with this Agreement.

 

Upon Termination of this Agreement the Member will be responsible to make all outstanding Payments to AGWW, in accordance with the terms of the Termination.

 

Refunds
Any and all refunds will be at the sole discretion of AGWW. AGWW reserves the right to refuse or to grant a refund.

 

Requests for refunds must be put in writing and emailed to [email protected]

 

Refunds will be accessed on a case- by -case basis, and will only be considered when options for remedies, or a replacement or re-scheduling of the Membership Program have been exhausted.

 

Refunds will not be granted for change of mind or voluntary withdrawal from the Membership Program.

 

Refunds, replacements or re-schedules may be granted for Termination pursuant to clause 11.1 of this Agreement, in cases of Injury, illness, death, force majeure or in circumstances where AGWW cancels the Membership Program is at fault, clause 11.3 will apply.

 

Goods and Services Tax 
Interpretation
Words or expressions used in this clause 5 which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning in this clause 5.

5.2 GST inclusive amounts

For the purposes of this agreement where the expression GST inclusive is used in relation to an amount payable or other consideration to be provided for a supply under this agreement, the amount or consideration will not be increased on account of any GST payable on that supply.

5.3 Consideration is GST exclusive

Any consideration to be paid or provided for a supply made under or in connection with this agreement, unless specifically described in this agreement as GST inclusive, does not include an amount on account of GST.

5.4 Tax invoice

In respect of amounts payable by one party to another, the parties will provide a recipient-created Tax Invoice to the other party.

 


Intellectual Property: Ownership of the Materials
6.1 All rights, title and interest, including, without limitation, Intellectual Property Rights, in the Materials and all of AGWW content that is accessible through the Membership Program or the internet website through which the Materials may be accessed, is the property of the AGWW.

6.2 Without limiting paragraph 6.1, all rights, title and interest, including, without limitation, Intellectual Property Rights, in all works (literary or artistic), data, information, materials created by AGWW for, or in the course of providing the Products or Services will be assigned to, and vest in AGWW, and the Member agrees to do all things necessary to give effect to this paragraph, including the execution of documentation.

6.3 Without limiting paragraph 6.1 but subject to paragraph 6.5, all rights, title and interest, including, without limitation, Intellectual Property Rights, in all film and/or video content in which AGWW appear or are named, vest absolutely in AGWW.

6.4 The Agreement does not transfer any Intellectual Property Rights from AGWW to the Member or any third parties.

6.5 The Member is granted no right or license with respect to the AGWWs’ trademarks, service marks,

graphics and logos used unless provided in connection with the Services, Products and/or Materials.

6.6 Except as provided in this Agreement, both parties retain intellectual property ownership of their Pre-Existing Materials.

  7. Grant of Licences

  7.1 The Services, Products and Materials are the property of AGWW, and are licensed to (not sold or given) to the Member under this Agreement.

  7.2 Subject to the terms of this Agreement, AGWW grant the Member a limited, non-exclusive, non-transferable, non sub-licensable license to download, use and install a copy of the Services, Products and Materials made available to the Member solely for the purpose of the Membership Program or as otherwise agreed.

  7.3 The Member warrants to AGWW to not (without AGWWs’ written consent) (i) copy, modify, or create derivative works based on the Services, Products or Materials, (ii) distribute, transfer, sublicense, lease, lend, or rent the Services, Products or Materials to any third party, and (iii) modify, decompile, or disassemble the Services, Products or Materials.

8. Confidentiality

8.1 Obligations with respect to Confidential Information

A Recipient:

may use Confidential Information of the Discloser only for the purposes of this Agreement; and
must keep confidential all Confidential Information of the Discloser except:
for disclosure permitted under this clause 8; and
(ii) to the extent (if any) the Recipient is required by law to disclose such Confidential Information.

8.2 Disclosure to authorised persons

A Recipient may disclose Confidential Information to persons who have a need to know such information for the purposes of this agreement (and only to the extent that each has a need to know). If requested by a Discloser, that Recipient must procure from any of those persons a written confidentiality undertaking in respect of particular Confidential Information that is in a form reasonably acceptable to that Discloser.

  8.3 Recipient to take particular steps

A Recipient must:

ensure that each person to whom it discloses Confidential Information under this clause 8 uses, and treats, such information in the same manner as specified in this clause 8;
(b) immediately notify the Discloser if that Recipient suspects or becomes aware of any unauthorised copying, use or disclosure of the Confidential Information in any form; and

(c) notify the Discloser of, and take all reasonable steps to prevent or stop, a suspected or actual unauthorised disclosure (by the Discloser) or use of any Confidential Information.

  8.4 Disclosure required by law

If a Recipient is required by law to disclose any Confidential Information to a third person (including, but not limited to, government) that Recipient must, to the extent permitted by law: before doing so:

notify the Discloser; and
give the Discloser a reasonable opportunity to take any steps that the Discloser considers reasonably necessary to protect the confidentiality of that information; and
notify the third person that the information is Confidential Information of the Discloser.
Warranties
9.1 Mutual warranties

Each party warrants to the other that it is authorised to enter into this Agreement, and that it is not subject to any restraint, prohibition or impediment (legal or otherwise) that will prevent it from fulfilling its obligations under, and/or giving full effect to the provisions of, this agreement.

  9.2 Use of deliverables, works, information and Materials

AGWW warrants to the Member that AGWWs’ use of any Materials does not infringe the Intellectual Property Rights of any third party.
The Member warrants to AGWW that they will not breach the Intellectual Property Rights of another Member or third party by using, sharing, altering or copying content or Materials that they are not the rightful owner of.
The Member warrants to the Mentor that the Member’s work will be original. The Member acknowledges plagiarism of any kind, in any form is strictly prohibited and will constitute a material breach and immediate grounds for Termination of this Agreement.
The Member warrants they will not copy or use AGWW’s Intellectual Property for their own commercial purposes, or for any other purpose other than the Membership Program.
The Member acknowledges that AGWW will treat breaches of copyright or theft of Intellectual property seriously and will take all necessary measures, including reporting to the relevant authorities, in dealing with the matter.
Liability
The parties agree that the Services, Products and Materials are only intended only to provide a   summary and general overview on matters of interest to the Member’s business. Any and all information contained within the Program, Services, Products and Materials is not intended to be comprehensive nor does it constitute financial, medical or legal advice. AGWW attempts to ensure that all content is current but does not guarantee its accuracy.
AGWW is not responsible to the Member or anyone else for any loss or damage suffered in connection with the use of the Program, Materials, Services and/or Products and makes no warranties or representations about any of the content contained therein. To the maximum extent permitted by law, any liability that may arise as a result of the use of the content or information in the Program, Materials, Services and/or Products is hereby excluded.
Where liability cannot be excluded, any liability incurred by AGWW in relation to the use of the content in the Program, Materials, Products and/or Services is limited to the extent provided for by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010).
To the extent permitted by law, AGWW will not be liable for any indirect, incidental, special or consequential loss or damage.

 

 


Termination
Termination for reason
Both Parties may terminate this agreement for reason, at any time, by providing 30 days’ prior written notice. Subject to clause 11.3 the Parties will not be liable for any losses, costs and/ or expenses incurred or sustained by the other as a result of the termination of this Agreement under this clause 11.1.

Termination for cause
A party (terminating party) may terminate this agreement for cause immediately, by giving written notice to the other party, if:

that other party commits a material breach of this Agreement, and does not rectify that breach within 7 days of receiving a written notice from the terminating party specifying that breach and requesting its rectification; or
that other party commits a material breach of this Agreement that it is incapable of rectification or remedy within 7 days; or
that other party is charged or is convicted of a serious criminal offence, or any offence connected with theft, fraud or deception; or
(c) that other party becomes unable to pay its debts as and when they fall due, or an external insolvency administrator (including a trustee in bankruptcy, administrator, receiver, receiver and manager, liquidator or mortgagee in possession) is appointed to any assets or undertaking of that other party.

11.3 Consequences of termination, expiry

Upon termination of this Agreement, (irrespective of the reason for, or circumstances of, such termination) or at the conclusion of the term of this Agreement each party must return to the other party:
any Confidential Information of the other party (other than Confidential Information which the first party must, by law, retain); and
any property of the other party that is in the first party's possession, custody or  power.
Upon termination of this agreement for reason, the Member must pay to AGWW any amounts payable to AGWW for the Services provided by AGWW (if applicable) up to the date of termination.
Upon termination of this agreement for reason, AGWW must pay to the Member any amounts paid in advance to AGWW for the Services unable to be provided by AGWW (if applicable) up to the date of termination
The termination or conclusion of this Agreement does not affect or effect any release of, any accrued rights or remedies of a party in respect of events, acts or omissions that occurred prior to the termination or conclusion of this Agreement.
Clauses 1, 6, 7, 8, 9, 10 and this clause 12.3 survive the termination or conclusion of this Agreement, and the parties' rights and obligations under, or arising from the operation of, those clauses will continue to be enforceable by or against each of them notwithstanding such termination or conclusion.

 

    Notices and other communications
  Provision of Notices
A notice, demand, consent, approval or communication under this agreement (Notice) must be in writing, in English and signed by a person duly authorised by the sender to issue such Notice.
A Notice may be hand delivered, or sent by prepaid post or electronic mail, to the recipient's address for Notices that is specified in the 'Details' section of this Agreement, or varied from time to time by Notice issued by the recipient. Where a Notice is sent by electronic mail, a copy of such Notice in tangible form, must also be sent to the recipient by one of the other two (2) methods of providing such Notice.
Deemed receipt of Notices
A Notice given in accordance with clause 13.1 takes effect when the recipient receives it (or at a later date as specified in the Notice), but such Notice will (provided that it is addressed correctly) be deemed to have been received by the recipient:

in the case of a hand-delivered Notice, at the time and date of delivery;
(b) if sent by prepaid post, on the second Business Day after the date of posting (or on the seventh Business Day after the date of posting, if posted to or from a place outside Australia); or

(c) if sent by electronic mail, at the time the electronic mail message, including the attached Notice, enters the electronic mail system of the recipient,

but if the date of delivery is not a Business Day, or the time of delivery is after 5.30 p.m. on a Business Day, such Notice is taken to have been received at 9.00 a.m. on the next Business Day after such date of delivery.

 


  Miscellaneous
14.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with that subject matter.

14.2 Variations

No amendment or variation of this Agreement will have any legal effect unless such amendment or variation is documented, and the parties sign such document.

14.3 Severance

If part, or all, of any provision of this Agreement is found to be illegal or unenforceable, such provision (or part of it) may be severed from this agreement and the remaining provisions of this agreement continue in force.

  Waiver
The failure of a party at any time to require performance of any obligation under this Agreement is not a waiver of that party’s right:

to insist on performance of, or claim damages for breach of, that obligation unless that party acknowledges in writing that the failure is a waiver; and
at any other time to require performance of that or any other obligation under this agreement.
A waiver will not be effective or enforceable against the party purporting to give it, unless such waiver is in writing signed by that party.

14.5 Further action

Each party must do, at its own expense, anything reasonably necessary (including execution of documentation) to give full effect to this Agreement, and any transaction contemplated by it.

14.6 Relationship of the parties

The parties enter into this Agreement as independent contractors, and neither of them will be the agent, trustee or other fiduciary of the other. Neither party will have the authority to enter into any legal obligation on behalf of, or pledge the credit of, the other party, and must not represent that it does so.

  Governing law
The laws of Victoria govern this Agreement. Each party submits, irrevocably and unconditionally, to the non-exclusive jurisdiction of the courts of that State.