We are Intrepid Integrity (“Intrepid Integrity,” “we,” “us” or “our”), a business registered in Geelong VIC Australia, under Australian Business Number 51 373 960 967, contactable at +61 407 616 230 and firstname.lastname@example.org.
As we can accept your order and make a legally enforceable contract without further reference to you, it is your responsibility to read and understand these terms and conditions (“Terms”) thoroughly.
By checking “I agree to the Terms & Conditions” during the purchase of your order, you are agreeing to be bound by these Terms and these Terms are the entire agreement between us (“Contract”).
These Terms are subject to a 72 hour cooling off period ("Cooling Off Period"). You can cancel these Terms and request a refund by giving us written notice at email@example.com within 72 hours of the purchase of your order.
Intrepid Integrity reserves the right to update or change these Terms from time to time without notice. You can review the most current version of these Terms at any time at https://intrepidintegrity.com/terms
Violation of any of these Terms will result in the termination of your Incubator Membership.
2. Purpose of these Terms.
The purpose of these Terms is to formalise agreement for the purchase and use of a registered user account (“Incubator Membership”) on Intrepid Integrity's website ("Website") to gain access to and participate in Intrepid Integrity’s “authenticity incubator” services (“Incubator Services”) by you (“Member,” “Members,” “you” or “your”).
A Contract will be formed for each Incubator Membership when you receive an email from Intrepid Integrity confirming your Incubator Membership (“Membership Confirmation”).
3. Incubator Membership.
The description of the Incubator Membership on the Website does not constitute a contractual offer to sell the Incubator Membership. When an Incubator Membership has been paid for, we reserve the right to reject it for any reason.
Incubator Membership is subject to availability and restricted to a maximum of twelve (12) Members and three (3) Scholarships.
You must be 18 years or older to purchase and use an Incubator Membership.
You must provide your legal first and last name, valid contact number and email address (collectively "Contact Details"), a username and password ("Login Credentials"), and any other information requested to complete your purchase of an Incubator Membership. You must provide true, accurate, current, and complete information. We are not responsible for any inaccuracies in your Incubator Membership provided by you.
Intrepid Integrity will make your Incubator Membership available to you pursuant to Payment as set out in these Terms.
Your Incubator Membership can only be accessed and used by one person—You. You are responsible for maintaining the security of your Incubator Membership, with its corresponding username and password. Sharing your username and password with anyone else, and therefore access to and use of your Incubator Membership, the Platform and Program, is a material breach of these Terms. Intrepid Integrity cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
You will not make any services rendered from the Incubator Membership available to, or use any Incubator Services for the benefit of, anyone other than You or Members, (a) sell, resell, license, sublicense, distribute, any Incubator Services, or include any Incubator Services in a service bureau or outsourcing offering, (b) by using our Incubator Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (c) interfere with or disrupt the integrity or performance of any Incubator Service or third-party data contained therein, (d) permit direct or indirect access to or use of any Incubator Services in a way that circumvents a contractual usage limit, (e) access any Incubator Services in order to build a competitive product or service, or (f) reverse engineer any Incubator Service (to the extent such restriction is permitted by law).
You may not use the Incubator Services for any illegal or unauthorized purpose. You must not, in the use of the Incubator Services, violate any laws in your jurisdiction (including but not limited to copyright laws).
4. Incubator Services.
Incubator Services do NOT include one-on-one private coaching sessions with Silver Huang, outside of the twelve (12) weekly group coaching sessions with other Members that is inclusive with your Incubator Membership. If you wish or need to schedule one-on-one private coaching sessions with Silver Huang, you must schedule and pay a separate and additional cost at her standard hourly coaching rate at https://silverhuang.as.me.
Your Membership grants you access to, use of and participation in Intrepid Integrity’s Incubator Services, which includes Incubator Members-only areas of the community platform (“Platform”) and the Incubator Members-only program (“Program”).
Intrepid Integrity reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Incubator Services (or any part thereof) with or without notice.
Any new or additional features to current Incubator Services shall be subject to these Terms. Continued use of Incubator Services after any such changes shall constitute your consent to such changes.
The Program will commence on a schedule specified by Intrepid Integrity and shall continue for a period of twelve (12) weeks thereafter (“Program Term”).
At the end of the Program Term, your Incubator Membership will thereunder be deemed expired and terminated.
By using Intrepid Integrity's Incubator Services, you agree that Intrepid Integrity and/or Silver Huang is/are not to be held liable for any decisions you make based on any of the Incubator Services or guidance and any consequences, as a result, are your own. Under no circumstances can you hold Intrepid Integrity or Silver Huang liable for any actions you take nor can you hold us or any of our employees or independent contractors liable for any loss or costs incurred by you as a result of any guidance, advice, coaching, materials or techniques used or provided by Intrepid Integrity or Silver Huang.
All our information on both the Website, in the Incubator Services, including the Platform and Program, as well as in the group coaching sessions is intended to assist you and does not in any way, nor is it intended to substitute professional, financial or legal advice. Results are not guaranteed and Intrepid Integrity and Silver Huang take no responsibility for your actions, choices or decisions.
5. Member Content.
Intrepid Integrity provides Members the ability to post and upload content (“Member Content”) to the Platform.
By posting or uploading any Member Content, you hereby expressly acknowledge and agree that all Member Content will be accessible by others, and that confidentiality and data protection shall not apply to the disclosure of such Member Content, including, without limitation, any personally identifying information that you may make available.
You are responsible for all Member Content posted and activity that occurs in the Platform under your Incubator Membership. Under no circumstances shall Intrepid Integrity accept responsibility for any Member Content that you upload, post, email or otherwise transmit via the Platform.
Intrepid Integrity claims no intellectual property rights over your Member Content. You retain all copyrights and other intellectual property rights in and to your Member Content. All Member Content posted in the Platform must comply with Australian copyright law.
While Intrepid Integrity prohibits certain conduct and Member Content on the Platform, you understand and agree that Intrepid Integrity cannot be responsible for the Member Content posted on the Platform and you nonetheless may be exposed to such materials. You agree to use the Incubator Services at your own risk.
6. Fees, Payment & Refunds.
Intrepid Integrity’s Incubator Membership fees (“Fees”) are subject to additional processing fees.
Our fees are exclusive of all taxes, levies, or similar governmental assessments of any nature, such as any withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for payment of all such Taxes associated with your purchases hereunder.
You shall pay Intrepid Integrity all applicable Fees and Taxes (“Payment”). All Payments will be charged in Australian Dollars (AUD). A valid credit card is required for payment.
For upfront Payment, Intrepid Integrity’s third-party payment processor Stripe.com shall authorize your credit card, bank account, or other approved payment facility during the purchase of your Incubator Membership for the full Payment amount, and you hereby consent to the same.
For Payment plans, Intrepid Integrity’s third-party payment processor Stripe.com shall authorize your credit card, bank account, or other approved payment facility during the purchase of your Incubator Membership for the first Payment instalment, and will continue to authorize authorize your credit card, bank account, or other approved payment facility every four (4) weeks ("Payment Period") thereafter until the full Payment amount is received by Intrepid Integrity, and you hereby consent to the same.
Upon making Payment to Intrepid Integrity, you shall be required to disclose your Contact Details, as well as a current billing address and your credit card information (such as billing address, card number, expiration date and security code) (collectively, "Billing Information"). You must provide current, complete, and accurate Contact Details and Billing Information. You must promptly update all Billing Information to keep your Incubator Membership current, complete, and accurate, and you must promptly contact us if your credit card is lost or stolen, or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your Incubator Membership Login Credentials). Intrepid Integrity shall reserve the right to charge any renewal card issued to you to the same extent as the expired card. If Payment is not received from your credit card issuer, you hereby agree to pay all Payment amounts due upon demand. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance.
In the event that Intrepid Integrity will be required to pay or collect Taxes for which you are responsible under this Section, Intrepid Integrity will submit an invoice to the Member, and that Member shall pay that amount unless the Member provides Intrepid Integrity with a valid tax exemption certificate authorized by the appropriate taxing authority.
Intrepid Integrity handles processes refunds in accordance with the Australian Consumer Protection legislation. You can cancel these Terms and request a refund by giving us written notice at firstname.lastname@example.org within 72 hours of:
- Upfront Payment, or
- The first Payment instalment.
Incubator Membership is non-refundable when a Member:
- Changes their mind about their purchase of an Incubator Membership after the Cooling Off Period, and/or
- Does not access, use or participate in the Incubator Services to the minimum of one (1) hour per day, five (5) days a week for the first four (4) weeks of their Incubator Membership ("Minimum Commitment") and claims fault with Intrepid Integrity, Silver Huang, the Incubator Membership and/or Incubator Services.
Prices of Incubator Membership are subject to change upon 30 days notice from us. Such notice may be provided at any time by email or by posting the changes to the Platform.
Intrepid Integrity shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of Incubator Membership or Incubator Services.
7. Cancellation & Termination.
You may cancel your Incubator Membership at any time by clicking on the Cancel link at https://intrepidintegrity.com/membership-account under My Orders, which provides a simple, no questions asked cancellation process. You are solely responsible for properly cancelling your Incubator Membership. An email, phone or web conference request to cancel your Incubator Membership is not considered cancellation. You will not be charged again and your Incubator Membership will be closed at the end of your current Payment Period. If you cancel your Incubator Membership before the end of your current Payment Period, your cancellation will take effect immediately and you will not be charged again.
Intrepid Integrity reserves the right to refuse service to anyone for any reason at any time. Intrepid Integrity reserves the right, in our sole discretion, to restrict, suspend or terminate your Incubator Membership and refuse any and all current or future use of the Incubator Services at any time and for any reason without prior notice or liability. Such termination will result in the deactivation or deletion of your Incubator Membership, and the deletion of all Member Content posted and activity in the Platform under your Incubator Membership.
Section 6 "Fees, Payment & Refunds" shall survive any cancellation or termination of these Terms, until you pay all fees and taxes due hereunder). Under no circumstance shall cancellation or termination of your Incubator Membership relieve you of your obligation to pay any outstanding fees payable to Intrepid Integrity for the period prior to the effective date of cancellation or termination.
On cancellation or termination of your Incubator Membership for any reason, any of our respective remaining rights and liabilities will not be affected.
If you have posted on the Platform, your Member Content will not be removed unless requested in writing to email@example.com.
Cancellation or termination of your Incubator Membership may cause the loss of your Member Content. Intrepid Integrity does not accept any liability for such loss.
8. Warranty Disclaimer, Limitation of Liability & Indemnity.
Except as expressly provided herein, Intrepid Integrity does not make any warranty of any kind, whether express, implied, statutory or otherwise, and the Member specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law.
All Incubator Services are provided “as is,” exclusive of any warranty whatsoever. You hereby disclaim all liability and indemnification obligations for any harm or damages caused by any Incubator Services or any third-party providers.
You consent to release Intrepid Integrity from liability based on claims between Members and generally. You agree to indemnify Intrepid Integrity from claims due to your use or inability to use Incubator Services or Member Content submitted from your Incubator Membership to the Platform.
You will defend Intrepid Integrity against any claim, demand, suit or proceeding made or brought against Intrepid Integrity by a third party alleging that your Member Content, or Your use of any Services in breach of these Terms, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (“Claim Against Intrepid Integrity,” or “Claim Against Us”), and will indemnify Intrepid Integrity from any damages, attorney fees and costs finally awarded against Intrepid Integrity as a result of, or for any amounts paid by Intrepid Integrity under a court-approved settlement of, a Claim Against Intrepid Integrity, provided Intrepid Integrity shall: (a) promptly give You written notice of the Claim Against Intrepid Integrity, (b) give You sole control of the defense and settlement of the Claim Against Intrepid Integrity (except that You may not settle any Claim Against Intrepid Integrity unless it unconditionally releases Intrepid Integrity of all liability), and (c) give You all reasonable assistance, at Your expense.
Intrepid Integrity shall not be held liable for: (i) any fraudulent act or omission; or (ii) death or personal injury caused by negligence or breach of Intrepid Integrity's other legal obligations. Subject to this, we are not liable for (i) loss which was not reasonably foreseeable to both parties at the time when the Contract was made, or (ii) loss (e.g. loss of profit) to your business, trade, craft or profession which would not be suffered by a Consumer - because we believe you are not buying the Program wholly or mainly for your business, trade, craft or profession.
9. Intellectual Property.
We reserve all copyright and any other intellectual property rights which may subsist in any Incubator Services supplied in connection with the Incubator Membership. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
The Website and Incubator Services, including the Platform and Program, contain material, such as text, graphics, images, photographs, sound recordings, and other material provided by or on behalf of Intrepid Integrity (collectively referred to as “this Intellectual Property”). This Intellectual Property may be owned by us or third-parties, and is protected under both Australian and foreign laws. Unauthorised use of this Intellectual Property may violate copyright, trademark, and other laws.
Incubator Members may download onto their own machines and view any of such this Intellectual Property contained in the Incubator Services for their own personal, non-commercial use. Other than as expressly set forth in the immediately prior sentence, you have no other rights in or to this Intellectual Property (other than your own Member Content that you post to the Platform), and you will not use this Intellectual Property except as permitted under these Terms. No other use is permitted without the prior written consent of Intrepid Integrity. Intrepid Integrity retains all right, title, and interest, including all intellectual property rights, in and to this Intellectual Property. You must retain all copyright and other proprietary notices contained in this original Intellectual Property. You may not sell, transfer, assign, license, sublicense, or modify this Intellectual Property or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use this Intellectual Property in any way for any public or commercial purpose. The use or posting of this Intellectual Property on any other website, social media page, or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of these Terms, your access to your Incubator Membership, as well as Incubator Services, automatically terminates and you must immediately destroy any copies you have made of this Intellectual Property. Intrepid Integrity reserves the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Where you supply Contact Details to us so we can provide the Incubator Services to you, and we Process those Contact Details in the course of providing the Incubator Services to you, we will comply with our obligations imposed by the Privacy Act 1988 (Privacy Act):
- before or at the time of collecting Contact Details, we will identify the purposes for which information is being collected;
- we will only Process Contact Details for the purposes identified;
- we will respect your rights in relation to your Contact Details; and
- we will implement technical and organizational measures to ensure your Contact Details is secure.
“Confidential Information” means any information provided to you during the Program; and any other information which relates to the business and affairs (personal, financial or otherwise) which is disclosed to or otherwise acquired by you directly or indirectly as a Member (including but not limited to anything that may be specified in these Terms as specific confidential information); and anything which otherwise comes to the knowledge of you, whether such information is in oral, visual or written form or is recorded in any other medium.
Confidential Information does not include information which is by reason of general publication or similar, part of the public domain or readily available in the public domain other than as a result of a breach of an obligation of confidentiality; or was known or independently developed by you prior to its disclosure; or is made available to you by a third person who may not be under an obligation of confidence and where you know or ought to know they did not obtain it as a result of a breach of an obligation of confidence.
- Your Confidential Information includes your Contact Details, Billing Information and Member Content;
- Staff or Member Confidential Information includes the Member Content of any of Intrepid Integrity’s administrators and moderators (“Staff”), as well as that of other Members;
- Our Confidential Information includes the Incubator Services; pricing, business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.
You undertake to keep secret and treat as confidential Staff, Member and our Confidential Information. In particular, you undertake to ensure that no other person will gain access to Staff, Member or our Confidential Information other than as permitted under these Terms. In other words, you will not, without our prior written consent or the prior written consent of the Staff or Member:
- use or permit any person to use the Confidential Information for any purpose;
- disclose or in any way communicate to any other person all or any of the Confidential Information except as expressly authorised under these Terms;
- permit unauthorised persons to have access to places where the Confidential Information is displayed, reproduced or stored; or
- make or assist any person to make any unauthorised use of the Confidential Information.
You may only disclose Confidential Information (to the extent reasonably necessary):
- to your legal advisor(s) in relation to your rights and obligations under these Terms on a need to know basis only;
- upon the legal advisor(s) also undertaking to keep strictly confidential any information disclosed;
- where such disclosure is required by regulation or law.
Provided you have first notified Intrepid Integrity, the Staff or Member, where time permits in the circumstances, that you are required to disclose the Confidential Information and you have used reasonable endeavours to assist Intrepid Integrity, the Staff or Member to take whatever opportunities are available (if any) to protect the confidentiality of the Confidential Information; or in connection with legal proceedings relating to the confidentiality provisions of these Terms. To clarify, unless otherwise provided for in these Terms, the Confidential Information may not be disclosed for any dispute or legal proceedings not related to these Terms.
You agree that you must take reasonable steps to enforce the confidentiality obligations imposed by these Terms including diligently prosecuting at your cost, any breach or threatened or suspected breach of such confidentiality obligations by any person to whom you have disclosed the Confidential Information; and co-operate and provide Intrepid Integrity, the Staff or Member with all reasonable assistance, in any action which any other person may take, in order to protect the confidentiality of the Confidential Information.
You will immediately notify Intrepid Integrity, the Staff or Member of any actual, suspected or threatened unauthorised disclosure or use of the Confidential Information of which you are, or ought reasonably, to be aware. Without limiting Intrepid Integrity’s, the Staff’s or Member’s rights at law, you agree to indemnify Intrepid Integrity, the Staff or Member for all loss and damage caused as a result of your breach of confidentiality or a breach by any of your legal advisors of any of their respective undertakings.
You acknowledge that a breach of these Terms may cause Intrepid Integrity, the Staff or Member irreparable damage for which monetary damages would not be an adequate remedy. Accordingly, in addition to other remedies that may be available, Intrepid Integrity, the Staff or Member may seek and obtain injunctive relief against such a breach or threatened or suspected breach.
Your obligations with respect to the Confidential Information survive termination or expiration of these Terms and bind you until the relevant Confidential Information has become part of the public domain other than as a result of a breach of these Terms.
You undertake not to make any use of the Confidential Information or any part of it to Intrepid Integrity’s, the Staff’s or Member’s competitive disadvantage.
Any indemnity provided by you to Intrepid Integrity, the Staff or Member shall be limited to direct loss and damage.
These Terms and all undertakings by you will remain in force until terminated in writing by Intrepid Integrity, the Staff or Member, and all Confidential Information has been returned or destroyed in accordance with the below clause.
You undertake that you will, at the request of Intrepid Integrity, the Staff or Member at any time, return or destroy all documents and other materials in your possession or any of your legal advisors (whether in whole or in part) containing the Confidential Information (whether or not such documents were created by Intrepid Integrity, the Staff or Member) and you undertake not to retain any copies of replicas of any such documents or materials or any working papers or similar documents of yours that incorporate the Confidential Information.
You acknowledge that Intrepid Integrity, at no time, makes any representations or warranties as to the accuracy or completeness of the Confidential Information.
12. Third-Party Sites.
The Website, including the Platform and Program, may contain links to third-party websites (“Third-Party Sites”). It is understood that such links are provided solely as a convenience to you and not as an endorsement by us of the content on such Third-Party Sites.
The content of such Third-Party Sites is developed and provided by third parties. We are not responsible for the content of any linked Third-Party Sites and do not make any representations regarding the content or accuracy of materials on such Third-Party Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked Third-Party Sites, you do so at your own risk.
13. Governing Law, Jurisdiction & Arbitration.
The Contract (including any non-contractual matters) is governed by the laws of Australia.
We make no claims concerning whether the contents of the Incubator Services may be downloaded, viewed, or be appropriate for use outside of Australia. If you access the Website or Incubator Services from outside of Australia, you shall accept all liability. You shall be solely responsible for ensuring compliance with the laws of your specific jurisdiction.
Any controversies or disputes arising out of or relating to these Terms shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the Australian Centre for International Commercial Arbitration. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of these Terms. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators, in turn, shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties or otherwise mutually agreed upon by the parties.
All documents and information in the possession of each party that is in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served.
The arbitrator(s) shall not have the authority to modify any provision of these Terms or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory Incubator Memberships and restraint Incubator Memberships in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. These Terms of arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under these Terms.
14. Class Action Waiver.
Any of the above arbitration proceedings shall be resolved on a solely individual basis. You shall not seek to have any dispute against intrepid integrity resolved under a class action, representative action, collective action, private attorney general action, or any other proceeding where you or proposes to act in a representative capacity. You further agree that no arbitration or proceeding against intrepid integrity shall be joined, consolidated, or combined with another arbitration or proceeding.