Adult Ballet System Member Terms
and Conditions

 

Adult Ballet System

Thank you for applying to become a member and licensee of ABS. Please read our terms and conditions below carefully as they comprise an offer to you to become a member and licensee of ABS and acceptance of these terms by any mark being applied in the box below and selecting “ACCEPT”, constitutes acceptance by you of these terms and conditions and our policies.

  1. Introduction

Throughout this website (the ABS website), the terms “we”, “us”, “our”, “the Licensor”, “Adult Ballet System” and “ABS” refer to En Avant Group Pty Ltd (ACN 137 842 570) and any of its subsidiaries. The terms “you” and “the Licensee” refer to you as a member and licensee of ABS.

Our terms and conditions constitute your agreement with us and include these terms and conditions, our Privacy Policy & Website Use Terms located hereand any other terms and conditions that appear in or are linked to the ABS website including, but not limited to, the sales pages and other supporting documentation appearing on the ABS website (“Additional Terms and Conditions”).

The Additional Terms and Conditions that appear on the ABS website will govern your use of, and access to, certain sections of the ABS website where they appear and the legal relationship between you and us as licensor and licensee. Since these Additional Terms and Conditions form part of the terms and conditions, you are bound by them and should review them wherever they are relevant to you when using the ABS website.

  1. Definitions and Interpretation

“Approved Purpose” means teaching ballet to adult beginners in classes using the Intellectual Property in Australia and the United States of America;

“Business Day” means any day which is not a Saturday, Sunday or public holiday in Victoria, Australia;

“Insolvency Event” means, in relation to a party:

a receiver, receiver and manager, trustee, administrator, other controller (as defined in the Corporations Act 2001(Cth)) or similar official is appointed over any of the assets or undertaking of the party;

the party suspends payment of its debts generally;

the party:

is or becomes unable to pay its debts when they are due;

is or becomes unable to pay its debts; or

is otherwise presumed to be insolvent within the meaning of the Corporations Act 2001 (Cth);

the party enters into or resolves to enter into any:

arrangement with;

composition with;

compromise with; or

assignment for the benefit of,

its creditors or any class of them;

the party ceases to carry on business or threatens to cease to carry on business;

a resolution is passed or any steps are taken to appoint, or to pass a resolution to appoint, an administrator; or

either of the following occurs:

an application or order is made for the winding up or dissolution of the other party; or

a resolution is passed or steps are taken to pass a resolution for the winding up or dissolution of the party,

otherwise than for the purpose of an amalgamation or reconstruction that has the prior written consent of the first party.

“Intellectual Property”means those of the following owned by the Licensor:

  1. the Trade Marks;
  2. the teaching classes with exercises, music, immersion and education videos;
  3. the teaching notes and videos;
  4. the developmental choreographies;
  5. the developmental choreography videos;
  6. Adult Ballet System studio floor plan;
  7. Adult Ballet System glossary;
  8. Adult Ballet System music source document;
  9. written and video recorded responses by Adult Ballet System to questions received from members; and
  10. Adult Ballet System teaching methodologies introductory document;

for teaching ballet to adult beginners and all supporting audio, video and other visual content delivered through the Licensor’s “Plié to Proficiency” program and other programs owned by the Licensor for teaching ballet to adult beginners.

“Territory” means the United States of America.

“Trade Marks” means:

  1. United States and Australian Registered Trade Mark Numbers pending which is the mark:

In these terms and conditions unless the context otherwise requires:

  1. a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation issued under, that legislation or legislative provision;
  2. a reference to a clause or part of a clause is a reference to that clause or part of a clause of these terms and conditions;
  3. the singular includes the plural and vice versa;
  4. a reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;
  5. a reference to any gender includes all genders;
  6. a reference to a clause is to a clause of these terms and conditions;
  7. a reference to $ is to United States currency;
  8. where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning; and
  9. where an expression is defined anywhere in these terms and conditions it has the same meaning throughout.
  1. Non-Exclusive Licence

We are engaged in the business of teaching ballet to adult beginners and in the business of provision of a program for teaching ballet to adult beginners and agree to grant a non-transferable and non-exclusive licence to you to use the Intellectual Property in accordance with the Approved Purpose throughout the Territory on the terms and conditions contained herein (“the Licence”).

  1. Term & Cancellations

The Licence will commence on the Licence Date for a minimum term of five (5) weeks and will not expire until the earlier of:

  1. Termination of this agreement by you in accordance with these terms and conditions; or
  2. Termination of this agreement by us for any reason on 5 Business Days’ written notice to you by email at your email address nominated at the time of your application to become a member; or
  3. As otherwise agreed between the parties in writing.

You may cancel your membership (and thus terminate this agreement) upon you providing ABS with at least seven (7) Business Days’ notice in writing by email at help@adultballetsystem.com. The termination of this Agreement will be effective after the last day of the calendar month in which the seven (7) Business Day notice period expires. You must pay and you will not receive a refund of any prepaid licence fees for any period of time of this agreement prior to effective termination.

  1. Licence Fees
  1. When you become a licensee and member of ABS, in consideration of your agreement to pay the licence fees and you otherwise accepting the Additional Terms & Conditions (all of which are accepted by you at the time of signing these terms and conditions), you will be granted the Licence.
  2. The amount of the licence fee applicable at the commencement of this agreement will be disclosed to you on this website and accepted by you at the time of your applying to be a member and licensee of ABS.
  3. You also agree to the billing frequency disclosed to you on this website and accepted by you at the time of your applying to be a member and licensee of ABS.
  4. We reserve the right to change the licence fees at any time. We will provide you with 30 days’ notice in writing if the licence fees of your membership are to change.
  5. Licence fee changes will take effect from the commencement of the next calendar month after the expiration of the 30 day notice period. If you do not wish to continue your membership at the revised rate, you may cancel your membership before the end of the calendar month when the 30 day notice period expires.
  1. Sub-Licence
  1. You have no authority to grant a sub-licence of the Intellectual Property and / or the Licence to any person without the Licensor’s specific written authority.
  2. Where you propose to sub-licence some or all of your rights under these terms and conditions in accordance with clause 6(a) of these terms, the sub-licence must be in a form approved by us and must:
    1. Not permit further sub-licencing by the sub-licensee;
    2. Automatically terminate on termination of these terms and conditions;
    3. Include any and all terms reasonably requested by us; and
    4. therwise be consistent with all relevant terms of these terms and conditions.
  1. Registration as Authorised User
  1. You agree to execute all documents and do all acts as may reasonably be required by us to record you as an authorised user of the Intellectual Property and the Licence.
  2. To the extent permitted by law, we have the power to exercise quality control over the services dealt with or provided by you in your direct or indirect use of the Intellectual Property and the Licence.
  3. To the extent permitted by law, we have the power to modify the rights given to you under these terms in accordance with Australian and / or United States law, at our absolute discretion.
  1. Indemnity
  1. Subject to clause 8(b), you must at all times indemnify and keep us indemnified against all claims, demands, actions, proceedings or prosecutions which may be brought, commenced or prosecuted against us or in which we may be involved as a consequence of or relating to the use of the Intellectual Property and / or the Licence by you, your officers, employees, agents or contractors.
  2. The indemnity described in clause 8(a) of these terms is only provided to the extent that the circumstances from which a claim, demand, action, proceeding or prosecution arose is caused by or contributed to, directly or indirectly, by you, your officers, employees, agents or contractors, or a party to which you granted a sub-licence of these terms and conditions.
  3. This indemnity at this clause 8 will extend to all costs, damages and expenses reasonably incurred by us.
  4. Your indemnity contained in this clause 8 will not merge on termination of your agreement with us.
  1. Infringement
  1. You must do all things reasonably necessary for the protection of the Intellectual Property and the Licence against infringement.
  2. In the event you infringe or learn of any infringement or threatened infringement of any of the Intellectual Property or the Licence including any infringement by a sub-licensee, you must immediately notify us in writing giving particulars of the infringement.
  3. You must execute all documents and do all things reasonably necessary to aid and cooperate in any prosecution of any such actions brought by us as a result of an infringement of the Intellectual Property or the Licence directly or indirectly from your or a sub-licensee’s use of the Intellectual Property at your own cost.
  4. Your obligations contained in this clause 9 will not merge on termination of your agreement with us.
  1. Termination
  1. We may terminate your agreement with us by written notice, effective immediately if:
    1. You:
      1. Suffer an Insolvency Event;
      2. Commit a material breach of these terms and conditions and fail to remedy such breach within 14 days of our providing you with written notice of such breach;
      3. Fail to pay any licence fees within 7 Business Days of when they are due and payable; or
    1. We cease to be the licensed user of any of the Intellectual Property.
  1. Terminationof your agreement with us does not release either party from any:
    1. Liability or obligation which has accrued prior to such termination, provided such liability or obligation remains to be performed under these terms and conditions; or
    2. Obligation which is intended to survive termination of your agreement with us.
  1. Consequences of Termination

On termination of your agreement with us (unless otherwise provided for in our Privacy Policy & Website Use Terms or as otherwise agreed with us in writing on termination), you must:

  1. immediately cease all use of the Intellectual Property and the Licence and do all things necessary to ensure that any sub-licensee immediately ceases all use of the Intellectual Property;
  2. deliver up to us any advertising, display aids or literature produced by or on behalf of the Licensee which incorporate or refer to any part of the Intellectual Property; and
  3. deliver up to us any other documents or objects in your possession which relate to the Intellectual Property including, but not limited to, all hard copy and electronic copies of the Intellectual Property. For the avoidance of doubt, all other electronic copies of the Intellectual Property which the Licensee holds after complying with sub-clause 11(c) must be deleted immediately by the Licensee.
  1. Dispute Resolution
  1. If a dispute arises out of or in connection with these terms and conditions:
    1. a party may give the other party a notice specifying the dispute; and
    2. within 5 business days after the notice is given, each party must nominate in writing a representative to settle the dispute on its behalf.
  1. Within 7 business days after the notice is given, the parties or their representatives must confer (which may be in person in the State of Victoria, Australia or by way of telephone or video conference) to resolve the dispute or to decide the method of resolving the dispute. Each party must use its best efforts to resolve the dispute.
  2. Unless the parties otherwise agree, the dispute must be referred to mediation to be held in the State of Victoria, Australia if not resolved within 14 business days after the notice is given.
  3. The parties must appoint a mediator within 21 business days after the notice is given. If the parties fail to agree on a mediator, the mediator must be nominated by the Institute of Arbitrators & Mediators Australia.
  4. Unless otherwise agreed by the parties in writing, the mediator's decision is not binding on the parties. The role of the mediator is to assist in negotiating a resolution to the dispute.
  5. If the dispute is not resolved within 21 business days after the mediator's appointment, the mediation ends.
  6. The dispute resolution process does not affect either party's obligations under these terms and conditions.
  7. Neither party may commence court proceedings until the mediation ends. This does not affect either party's right to seek urgent injunctive or declaratory relief.
  8. Each party is to pay its own costs of the dispute resolution process.
  9. The parties are to pay, in equal shares, the mediator's costs and any other third party costs required by the mediator.
  10. If a dispute arises in relation to your agreement with us, each party must keep confidential:
  11. all information or documents disclosed in the course of resolving the dispute before the appointment of the mediator;
    1. all information or documents disclosed in the course of the mediation;
    2. all information and documents relating to the existence, conduct, status or outcomes of the mediation; and
    3. all information and documents relating to the terms of any mediation settlement agreement.
  1. General provisions
  1. Notices
    Any demand, notice or other communication under these terms and conditions may be given provided that it is in writing, addressed to the intended recipient, if the party is a company, signed by the company’s directors or solicitors; and either left at the registered address if the recipient of the notice, sent by prepaid ordinary post, sent by fax, or given in any other way permitted by law.
  2. Whole agreement
    These terms and conditions set out the whole agreement between the parties. It replaces all previous communications, representations, inducements, undertakings, agreements and arrangements between the parties in respect of its subject matter. These terms and conditions may not be modified except by written agreement signed by each party.
  3. No waiver
    Failure to exercise, or any delay in exercising, any right, power or remedy by a party does not operate as a waiver. A single or partial exercise of any right, power or remedy does not preclude any further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
  4. Applicable law
    These terms and conditions are governed by the laws of Victoria in Australia and the parties submit to the exclusive jurisdiction of the courts of Victoria (State or Federal) in Australiawith respect to any dispute relating to or arising out of these terms and conditions.
  5. Costs
    Each party will bear their own costs in relation to your agreement with us.
  6. Severability
    If any provision of these terms and agreement is held to be unlawful, invalid, unenforceable or in conflict with any rule of law, statute, ordinance or regulation, it is to be severed so that the validity and enforceability of the remaining provisions are not affected.
  1. Your Privacy
    1. You agree that your name, address, email address, postcode, occupational details and cell /telephone number will be collected and stored by us and used for the purpose of managing your membership with ABS, communicating with you about your membership and to notify you of any associated future offers or benefits, unless otherwise notified by you in writing.
    2. Information on how we handle your personal information is explained in our Privacy Policy & Website Use Terms. You can obtain further information on our Privacy Policy & Website Use Terms by visiting our Privacy Policy & Website Use Terms.