CDW APP USER TERMS AND CONDITIONS
CDW APP USER TERMS AND CONDITIONS
1.1 The CDW App and the Services made available through the mobile application are owned
and operated by Claudia Dean World Pty Ltd (ACN 620 965 077) (Claudia Dean World,
our, us or we).
1.2 By downloading, using, browsing or accessing the CDW App and the Services, you
acknowledge that you have read, understood and accept these CDW App User Terms and
you do not accept this agreement, you must not access and use the CDW App and the
1.3 In this agreement, you and your means the individual who accesses or uses the CDW App
and the Services, and whose details are listed in the User Access Portal (and includes
anyone acting on your behalf or with your express or implied authority).
2. CDW APP
2.1 The CDW App is a mobile application that:
(a) allows you to purchase clothing apparel and accessories as displayed, advertised or
listed on, or via, the CDW App. The purchase of any clothing apparel and accessories
by you through the CDW App is governed by our Terms of Purchase; and
(b) teaches ballet and dancing skills, choreography and technique by providing you with
access to ballet and dancing courses, materials and instructional videos (collectively,
the Services). If you suffer from any pre-existing injury, illness or health condition, then
the CDW App and the Services may not be appropriate for your needs or safe for you to
use, and therefore we recommend that you check with your medical practitioner first
before accessing and using the CDW App and the Services. Claudia Dean World are
not medical practitioners or health professionals, and we cannot provide you with
medical or health advice in relation to whether the CDW App and the Services is safe
and/or suitable for you to use.
2.2 The CDW App is an e-commerce platform and online resource and tool for users who have
an interest in a professional dance career and who wish to improve and develop their ballet
and dancing skills and technique. Completing any ballet and dancing classes offered on, or
via, the CDW App does not provide you with academic credit points or make you eligible to
receive a degree or diploma in professional dance or musical theatre. Our role in providing
you with access and use of the CDW App and the Services should be construed strictly in
this context only.
2.3 By downloading, accessing and using the CDW App, we grant you a non-exclusive, non-
transferable, personal, revocable and non-sublicensable licence to download, install,
access and use the CDW App and the Services for the Subscription Term.
2.4 You must only use the CDW App and Services for personal and non-commercial purposes.
You will not acquire or be entitled to any rights other than those rights expressly set out in
3. SUBSCRIPTION TERM
3.1 This agreement will commence on the date you download and access the CDW App
(Commencement Date) and shall continue until terminated in accordance with clause 15
3.2 If you do not wish to continue to access and use the CDW App and Services following the
expiry of the Trial Period, you must terminate the agreement by selecting the ‘cancel
subscription’ function in your My Account prior to the expiry of the Trial Period. If you do not
terminate the agreement prior to the expiry of the Trial Period, the agreement will
automatically continue for the Subscription Term.
4. REGISTRATION AND ACCESS
4.1 To access and use the CDW App and the Services, you must create and setup an account
on the CDW App (My Account). Your My Account will be operated by your email address
(User Name) and password (Password). You can change your Password at any time by
accessing the User Access Portal.
4.2 To setup a My Account on the CDW App, you:
(a) will be required to provide, and keep us up-to-date with, accurate registration
information and Personal Information (including full name, email address, address and
date of birth). All Personal Information as well as the information you provide to setup
(b) must be over 18 years of age, and legally able to enter into contractual relations. If you
are under the age of 18 years, you may only access and use the CDW App and
Services if you have your parents’/guardians’ permission to access and use the CDW
App and Services. Your continued use of the My Account constitutes an
acknowledgement by you that you are: (i) over 18 years of age; or (ii) under 18 years of
age, but have your parents’/guardians’ permission to access and use the CDW App and
Services and that your parents/ guardians have agreed to abide by this agreement.
4.3 You are responsible for:
(a) maintaining control over, and the confidentiality of, your My Account, User Name and
(b) keeping your My Account registration information current, complete, accurate, and
truthful. You must not impersonate another account holder or provide false identity
information to gain access to or use the CDW App or the Services;
(c) notifying us in writing of any unauthorised access to, or use of, your My Account, User
Name or Password; and
(d) for all activities or transactions that occur using your My Account. We are not liable for
any loss or damage arising out of, or in connection with, any unauthorised access or
use of, your My Account, User Name and Password.
5. YOUR OBLIGATION
5.1 When accessing and using the CDW App and the Services, you must at all times:
(a) obtain and maintain all hardware, software and communications equipment necessary
to download, access, and use, the CDW App and the Services;
(b) comply with all Relevant Laws with respect to your obligations under this agreement;
(c) comply with all of our directions, policies and guidelines advised in writing to you or as
displayed on the CDW App from time to time.
5.2 Claudia Dean World will not be liable to you or anyone else if, for any reason, the CDW App
and the Services is unavailable at any time or for any period. From time to time, Claudia
Dean World may suspend or restrict access to all, or some parts of the CDW App and the
5.3 You must not:
(a) introduce, access, store, distribute or transmit any viruses, worm, trojan or other
malicious code into the CDW App;
(b) violate any CDW IP or any third party service provider’s Intellectual Property Rights;
(c) copy, modify, duplicate, create derivative works from, frame, mirror, republish, transmit
or distribute all or any portion of the CDW App, or any other third party software that you
may access or use through the CDW App, in any way;
(d) access all or any part of the CDW App and/or the Services in order to build a product,
service or code which competes or reproduces the CDW App and/or the Services (in full
(e) modify, alter, adapt, reverse compile, disassemble, reverse engineer or otherwise
reduce to human-perceivable form all or any part of the CDW App in any way, or
otherwise learn the source code or algorithms underlying the CDW App;
(f) license, sell, rent, lease, sub-let, transfer, assign, distribute, display, disclose, or
otherwise commercially exploit, encumber or otherwise make the CDW App and the
Services available to any third party; and
(g) use the CDW App or the Services for any unlawful purpose or other purpose not
authorised by Claudia Dean World in writing.
5.4 When using the CDW App or the Services, it is your responsibility to ensure:
(a) there is adequate floor space free of hazards, objects or spills for you to undertake or
participate in the ballet and dance exercises or routines;
(b) you are wearing appropriate clothing that is suitable for dance and ballet exercises;
(c) you select and participate in ballet and dancing courses that are suitable for your age
and level of skill and experience; and
(d) you do not participate in ballet and dancing courses or exercises that may cause you
6. USER CONTENT
6.1 When you create your My Account and access the CDW App and/or the Services, you will
be required to provide User Content to Claudia Dean World. You will retain ownership of
your User Content and you will have sole responsibility for the legality, reliability, integrity,
accuracy and quality of your User Content. To the maximum extent permitted by Relevant
Laws, we do not warrant that any User Content displayed on the CDW App by you (or any
Content or Third Party Products or Services displayed or published on the CDW App by a
third party service provider) is accurate, complete, reliable, current or error-free, nor do we
make any warranty about the standard or quality of any Content, User Content or Third
Party Products or Services displayed on, or via, the CDW App . You (and not Claudia
Dean World) are solely responsible for the completeness, accuracy, reliability, legality and
quality of any User Content published by you (or anyone else on your behalf) on, or via, the
6.2 You grant Claudia Dean World a worldwide, non-revocable, non-exclusive, royalty-free and
perpetual licence to use, disclose, share, reproduce, store, distribute, publish, export,
adapt, edit, translate, produce derivative works from or copy, the User Content (and all
Intellectual Property Rights contained therein) for any purpose, including for the purpose of:
(a) enabling Claudia Dean World to provide the CDW App and the Services and otherwise
perform its obligations and exercising its rights under this agreement;
(b) informing the user of other products or services that Claudia Dean World may offer from
time to time or in relation to Third Party Products and Services;
(c) complying with a legal requirement, such as a law, regulation, court order, subpoena,
warrant, legal proceedings or in response to a law enforcement agency request;
(d) using usage patterns, trends, and other statistical or behavioural data derived from use
of the CDW App and/or the Services for the purposes of providing, operating,
maintaining, or improving the Services, the CDW App, or our other products and
(e) sharing User Content with an Affiliate or other third party (with whom Claudia Dean
World may contract or be affiliated with from time to time) for the purposes of performing
or improving the CDW App and/or the Services.
6.3 Claudia Dean World shall not be responsible for any Loss, destruction, alteration, corruption
or disclosure of User Content caused by your acts or omissions or the acts of omissions of
other users of the CDW App or any third party.
6.4 You agree to make your own enquiries to verify information displayed on, or via, the CDW
App (including Third Party Products and Services) and to assess the suitability of any
information or Content before relying upon such information or Content. If you choose to
rely upon any information or Content displayed or published on, or via, the CDW App and/or
the Services (including User Content and Third Party Products and Services) you do so at
your own risk. We make no representations or warranties that use of the Content, User
Content and Third Party Products and Services will not infringe any third party’s Intellectual
7. SUBSCRIPTION FEES AND PAYMENT
7.1 We do not charge you a fee to download the CDW App and Services. However, if you wish
to access and use CDW App and Services, except for during the Trial Period, you must pay
us the Subscription Fees and other amounts owing to us under this agreement during the
Subscription Term. The Subscription Fees are payable in advance (either on a monthly or
annual basis) in accordance with the Direct Debt Authority.
7.2 During the Trial Period, you will not be required to pay the Subscription Fees to access and
use CDW App and Services, but following the Trial Period, all Subscription Fees will be
7.3 All Subscription Fees are in Australian Dollars and are inclusive of any goods and services
taxes. To the maximum extent permitted by Relevant Laws and except as otherwise
contemplated in this agreement, the Subscription Fees and all other amounts owing to
Claudia Dean World under this agreement are non-refundable.
7.4 When setting up your My Account, you will be offered payment options to pay the
Subscription Fees. Claudia Dean World may, at our absolute discretion and without notice
to you, change the payment methods that can be used to access and use the CDW App
and Services at any time.
7.5 Payment of the Subscription Fees and all other amounts owing to Claudia Dean World
under this agreement are made by means of direct debit in accordance with the Direct Debt
Authority in clause 8. By making payment of the Subscription Fees or any other amount
owing to Claudia Dean World under the agreement, you will provide Claudia Dean World’s
Third Party Payment Processors with accurate and complete billing information, and you
authorise Claudia Dean World and/or its Third Party Payment Processors to access your
billing information (including Personal Information) for the purpose of processing your
7.6 Claudia Dean World may increase our Subscription Fees for the provision of the CDW App
or charge additional fees to access new functions or features of the CDW App at any time
upon 30 days’ written notice to you. The fee increases will come into effect in the next
billing cycle. If you do not agree to these fee increases, you may terminate this agreement
by written notice to Claudia Dean World any time before the next billing cycle.
8. DIRECT DEBIT AUTHORITY
1.1 By accepting this agreement, you authorise us to arrange for the Subscription Fees or any
other amount owing to Claudia Dean World under this agreement to be debited from your
credit card or bank account (as applicable) as and when such fees are due and payable
under this agreement (Direct Debt Authority).
1.2 You may cancel, defer or change your Direct Debit Authority by accessing the ‘Subscription’
function in the Settings app on your mobile device before the day on which your next
debit is due. If you cancel or defer Direct Debit Authority, Claudia Dean World may not be
able to provide you with access to, and use of, the CDW App and Services, unless you
provide Claudia Dean World with new Direct Debit Authority.
1.3 It is your responsibility to ensure that there are sufficient funds available on your credit card
or bank account (as applicable) to allow each debit to be made in accordance with the
Direct Debit Authority. If there are insufficient funds:
(a) the transaction will be rejected and the payment will be treated as if it were never made;
(b) your financial institution may charge you a fee and/or interest;
(c) Claudia Dean World may charge you a dishonour fee at our prevailing rate at the time;
(d) you must arrange for the debit to be made by another method or arrange for sufficient
funds to be available by an agreed time so that Claudia Dean World can process the
1.4 It is your responsibility to check your credit card or bank account statement (as applicable)
to verify that the amounts debited from your credit card or bank account are correct.
1.5 If you believe that an error has been made in debiting your credit card or bank account (as
applicable), you should update your credit card or bank account details by accessing the
‘Subscription’ function in the Settings app on your mobile device as soon as possible.
1.6 If you cancel the Direct Debit Authority, your right to access and use the CDW App and
Services will cease at the end of the current billing cycle. If you wish to re-activate your
subscription, you will need to pay the Subscription Fees prevailing at the time you re-active
your My Account.
9. INTELLECTUAL PROPERTY
9.1 You acknowledge that Claudia Dean World, or its licensors, are the owners of the CDW
App (and any Intellectual Property Rights contained therein) including any information,
Content or technology that may be provided to, or accessed by, you in connection with your
use of the CDW App and the Services (including any modifications, enhancements of the
foregoing) (collectively, CDW IP)). Accessing and using the CDW App and the Services
does not give you (or anyone else) ownership of, or any right, title or interest in the CDW IP.
9.2 Ownership of any User Content will vest in the creator of that User Content, but excluding
10. OUR OBLIGATIONS
10.1 Subject to your compliance with the terms of this agreement, during the Subscription Term,
Claudia Dean World shall use reasonable endeavours to provide you with access to and
use of the CDW App and the Services.
10.2 The undertaking in clause 10.1 shall not apply in the event of:
(a) any non-conformance which is caused, or contributed, by use of the Services and the
CDW App contrary to our instructions or the terms of this agreement;
(b) modification or alteration of the Services and the CDW App by any party other than
Claudia Dean World or its duly authorised Personnel;
(c) the unsuitability or malfunction of the computer hardware or computer software used by
you in conjunction with which the CDW App and the Services are used;
(d) Force Majeure Events; and
(e) the unsuitability or malfunction of the Services when used in conjunction with any
software, apps, applications and tools supplied by a third party provider.
10.3 In the event that Claudia Dean World fail to provide you with access and use of the CDW
App and the Services in accordance with clause 10.1, Claudia Dean World shall use
reasonable endeavours to correct any such non-conformance, or provide you with an
alternative means of accomplishing the desired performance. The foregoing constitutes
your sole and exclusive remedy for any breach of clause 10.1.
11. THIRD PARTY PRODUCTS AND SERVICES
11.1 You acknowledge that the CDW App and Services may require you to use or access Third
Party Products and Services and that you do so solely at your own risk.
11.2 We make no representation or commitment and shall have no liability or obligation
whatsoever in relation to the content or use of any such Third Party Products and Services,
or any transactions completed, and any contract entered into by you, with the owner,
licensor or operator of such Third Party Products and Services.
11.3 Claudia Dean World recommends that you refer to the third party’s terms and conditions
11.4 Claudia Dean World does not endorse, sponsor or approve any Third Party Products and
Services used in conjunction with the CDW App and Services. It your sole responsibility to
determine that specific products or services, meet your business and are suitable for the
purposes for which they are used.
11.5 Any rights you may have to access Third Party Products and Services shall be limited to:
(a) the extent of Claudia Dean World’s ability to pass on such rights to you; or
(b) the relevant third party licensor terms.
12. NO WARRANTIES
12.1 While the Content (including Third Party Products and Services) made available to you
through the CDW App and Services is designed to provide you with resources and tools to
improve and develop your ballet and dancing skills and technique, you acknowledge and
(a) participating in, or completing, any ballet and dancing classes offered on, or via, the
CDW App does not provide you with academic credit points or make you eligible to
receive a degree or diploma in professional dance or musical theatre; and
(b) Claudia Dean World does not warrant, represent or guarantee that by using the CDW
App and Services you will materially improve your ballet or dance skills or technique or
achieve a minimum education standard, or that you will achieve your desired
professional or career ballet or dance outcomes or goals. You are solely responsible for
setting achievable ballet and dance career and personal goals and taking the required
or necessary steps to achieve your career and personal goals.
12.2 You understand and acknowledge that undertaking or participating in ballet and dancing
classes, routines and exercises involves strenuous physical exercise and movement. By
accessing and using the CDW App and Services (alone or in conjunction with any Third
Party Products and Services), there is an increased risk of personal injury or death and you
voluntarily and knowingly assume such risks. When using the CDW App and Services, you
should carefully follow any safety instructions or user guidelines within the CDW App.
Reliance on, and use of, the Content and Third Party Products and Services is at your own
12.3 To the maximum extent permitted by Relevant Laws, Claudia Dean World exclude all
express or implied representations, conditions, statutory guarantees, warranties and
provisions (whether based on statute, common law or otherwise), in connection with the
CDW App and the Services.
12.4 Nothing contained in this agreement excludes, restricts or modifies the application of any
condition, warranty or other obligation, the exercise of any right or remedy, or the imposition
of any liability under the Competition and Consumer Act 2010 (Cth) or any other
international, national, State or Territory legislation where to do so is unlawful.
12.5 You acknowledge, and agree that to the maximum extent permitted by Relevant Laws,
Claudia Dean World make no representation, warranty or guarantee in relation to the
availability, continuity, reliability, accuracy, currency, validity or security of the CDW App
and the Services (or any Content, User Content and Third Party Products and Services
generated or made available through the CDW App and Services) and Claudia Dean World
will not be liable if the CDW App or the Services, or becomes unavailable for any reason,
including directly, or indirectly as a result of:
(a) telecommunications unavailability, interruption, delay, bottleneck, failure or fault;
(b) negligent, malicious, willful acts or omissions of third parties (including third party
service providers) or other users;
(c) maintenance or repairs carried out by Claudia Dean World or any third party service
provider in respect of any of the systems used in connection with the provision of the
Services or the CDW App;
(d) services provided by third parties (including internet service providers) ceasing or
becoming unavailable; or
(e) a Force Majeure Event.
12.6 You acknowledge that, to the maximum extent permitted by Relevant Laws, Claudia Dean
World do not make any warranty or representation that:
(a) your access to, and use of, the CDW App and the Services will be uninterrupted, virus-
free or error-free; and/or
(b) the CDW App and the Services (or any Content, User Content and/or Third Party
Products and Services), will be accurate, complete, reliable, current or is suitable for
any particular purpose or use under any specific conditions, and so is provided on an
“as is” basis.
12.7 You acknowledge that your access to, and use of, the CDW App and Services (including
Content, Third Party Products and Services) may be interrupted or unavailable during
scheduled or unscheduled maintenance.
13. LIMITATION OF LIABILITY
13.1 To the maximum extent permitted by Relevant Laws, Claudia Dean World will not be liable
to you or any third party for:
(a) any Claims or Losses (including Consequential Loss); or
(b) loss of, or damage to, any property or any personal injury, illness or death to you, any
arising out of, relating or connected to, the provision or use of the CDW App and
Services (including Content, User Content and/or Third Party Products and Services
generated or made available through the CDW App or the Services) and this agreement,
regardless of the cause of action on which they are based, even if advised of the
possibility of such damage occurring.
13.2 All risk in using the CDW App and the Services passes to you upon creating a My Account,
or otherwise using the CDW App and the Services (whichever is earlier). Claudia Dean
World assume no responsibility and Claudia Dean World have no liability to you or anyone
else for any use of, or reliance on, any Content, User Content and/or Third Party Products
and Services obtained or generated from your access to, and use of, the CDW App and the
13.3 To the maximum extent permitted by Relevant Laws, under no circumstances will Claudia
Dean World’s aggregate liability to you or anyone else, whether based upon warranty,
contract, statute, tort (including negligence) or otherwise, exceed the amount you paid to
Claudia Dean World under this agreement in the 1 month immediately preceding the date
on which the Claim giving rise to such liability arose.
13.4 You agree to defend, indemnify and hold Claudia Dean World, our Affiliates and our
Personnel (collectively, the Indemnified) harmless from and against any and all Claims or
Losses, that may be brought against the Indemnified or which the Indemnified may pay,
sustain or incur as a direct or indirect result of or arising out of:
(a) your (or your Personnel’s) access to, and use of, or reliance on the CDW App or the
Services (including the User Content and Third Party Products and Services);
(b) any breach of our or any third party’s Intellectual Property Rights or other rights caused
by you; or
(c) any breach by you of this agreement.
All Personal Information you provide to open a My Account and any User Content you
upload, generate, share, or publish on, or via, the CDW App, is subject to Claudia Dean
will not share, sell or disclose your User Content to any third party. You warrant that, in
relation to any Personal Information comprising User Content or any other information
disclosed to Claudia Dean World on, or via, the CDW App:
(a) it has been collected in accordance with Privacy Laws;
(b) you have the authority to upload, post, publish or otherwise transmit such information
on, or via, the CDW App; and
(c) you have obtained the informed consent of the individuals (in the case of children,
parental/guardian consent) who are the subject of such Personal Information in order for
Claudia Dean World to use, disclose, store, transfer, process or handle it.
15.1 During the Subscription Term you may terminate this agreement at any time by selecting
the ‘cancel subscription’ function in the Settings app on your mobile device. In this case,
you will not be entitled to a pro rata refund of the Subscription Fees for the unused portion
of the Subscription Term.
15.2 Claudia Dean World may terminate the agreement any time (without liability to you except
Claudia Dean World will provide you with a pro rata refund of the Subscription Fees for the
unused portion of the Subscription Term) by giving you 14 days’ written notice
15.3 You agree that Claudia Dean World may, at any time and at its sole discretion, with or
without cause or any notice to you, terminate, suspend or block your access to (either
temporarily or permanently):
(a) your My Account and/or the User Access Portal; and/or
(b) the CDW App and/or Services;
(c) any social media pages linked to its business or the CDW App; or
(d) any other products and services offered on, or via the CDW App (including Third Party
Products and Services).
15.4 Cause for such suspension or termination under clause 15.3 may include, but are not
(a) any serious or repeated breaches or violations of this agreement, our policies and
between the parties;
(b) serious or repeated breaches or violations of Claudia Dean World’s or a third party
service providers’ Intellectual Property Rights;
(c) your failure to pay the Subscription Fees to access and use the CDW App and Services
(except during the Trial Period);
(d) your activities, conduct or transactions on, or, via, the CDW App, brings, or has the
capacity to bring, Claudia Dean World into disrepute;
(e) requests by law enforcement or other government agencies.
15.5 If Claudia Dean World terminates the agreement in accordance with clauses 15.3 or 15.4,
you acknowledge and agree that you are not entitled to pro rata refund of the Subscription
Fees for the unused portion of the Subscription Term.
15.6 You agree that all such suspensions or terminations shall be made at Claudia Dean World’s
sole discretion and that Claudia Dean World shall not be liable to you or any third party for
any such suspension or termination.
16. EFFECT OF TERMINATION
16.1 On termination of this agreement for any reason:
(a) Claudia Dean World will disable your My Account and your User Content will no longer
be accessible by you through the CDW Word App. All User Content (such as your
progress in completing any ballet and dancing classes and any images or photographs
stored on the CDW App) will be permanently and securely destroyed; however, Claudia
Dean World will be required to retain Personal Information (including basic registration
information) in accordance with documentation retention and destruction laws; and
(b) all licences to use the Services and rights of access to the CDW App granted under this
agreement will immediately terminate; and
(c) you should delete the CDW app from you mobile device.
17. FORCE MAJEURE
Claudia Dean World will not be responsible to you (or anyone else) if Claudia Dean World
are prevented from or delayed in performing our obligations, by acts, events, omissions or
accidents beyond our reasonable control, including but not limited to, acts of God,
governmental actions, shipping, postal or other relevant transport strike, failure or accident,
lockouts or other labour difficulty, war or national emergency, acts of terrorism, fire,
explosion, flood, an act or omission of a third party, epidemic, pandemic, mandatory
government shutdown or lockdown, shortage of or inability to obtain any necessary
materials, equipment, facilities or services, the failure of performance provided by others,
hacker attacks, denial of service attacks, internet interruption or virus, accidents or
breakdown of plant, machinery, software, hardware or communication network, or default
of hosting or data centre providers (Force Majeure Event).
1. DISPUTE RESOLUTION
1.1 Any party claiming a dispute exists under the agreement must notify the other party in
writing of the nature of the dispute (Dispute Notice), except where urgent interlocutory
relief is being sought.
1.2 The parties must in good faith attempt to resolve any dispute between them.
1.3 If the dispute cannot by resolved within 30 days of receipt of a Dispute Notice, either party
may commence legal proceedings in relation to the dispute.
1.4 Each party must continue to perform its obligations under this agreement notwithstanding
the existence of any unresolved dispute.
18. UPDATES AND VARIATIONS
18.1 Without notice to you, Claudia Dean World may, at our absolute discretion, from time to
(a) change, add or delete the functions, features, performance, or other characteristics of
the CDW App; or
(b) apply or install updates to, or new versions of, the CDW App.
18.2 You acknowledge that the Content on the CDW App are subject to change at any time and
may be out of date at any given time. Claudia Dean World are under no obligation to:
(a) update, correct or fix any Content or errors in the CDW App. However, we may, at our
absolute discretion, provide you with standard user support services during Business
(b) notify you of any changes to the Content or the CDW App unless required by a Relevant
Law to do so.
18.3 Some of the provisions contained in this agreement may also be superseded by provisions
or notices published elsewhere on the CDW App. Any changes are effective immediately
upon posting to the CDW App. Your continued use of CDW App thereafter constitutes your
acceptance of all such changes to the agreement.
18.4 Please read this agreement before using the CDW App as the agreement may have
changed since the last time you accessed and used the CDW App. If you do not agree to
any change, then you must immediately stop using the CDW App and the Services.
If any provision in this agreement is found to be invalid or unenforceable by a court of
law, such invalidity or unenforceability will not affect the remainder of this agreement
which will continue in full force and effect.
No agency, principal-agent, partnership, joint venture, employee-employer or franchisor-
franchisee relationship is intended or created between you and us by this agreement.
Neither party shall, without the prior written consent of the other party (which will not be
unreasonably withheld), assign or transfer all or any of its rights or obligations under this
agreement, except that Claudia Dean World may assign, sell or transfer our rights or
obligations under this agreement to an Affiliate or bona fide third party purchaser of
Claudia Dean World’s business.
22. ENTIRE AGREEMENT
This agreement, and any other documents referred to in it, represent the entire
agreement between us and you in relation to the subject matter and supersedes any
previous arrangements, agreements, representations, understandings or statements
(whether verbal, in writing, or in some other format).
23. JURISDICTION AND APPLICABLE LAW
The laws of the State of Queensland, Australia govern this agreement. You agree to
submit to the exclusive jurisdiction of the Courts of Queensland, Australia.
In this agreement, the following words shall have the following meanings:
(a) Affiliate means in relation to any party, a person which, directly or indirectly, (i) is
Controlled by that party; or (ii) Controls that party; or (iii) is Controlled by a person
referred to in (ii) above, and for this purpose Control means the power of a person to
secure (whether by the holding of shares, possession of voting rights or by virtue of any
powers conferred by articles of association, constitution, partnership agreement or other
document regulating such person) that the affairs of another are conducted in
accordance with its wishes.
(b) Business Days means each day excluding Saturdays, Sundays and public holidays in
(c) Business Hours means 8:00am to 4:00pm local time on Business Days.
(d) Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or
demand of any nature whether present or future, fixed or unascertained, actual or
contingent, at law, in equity, under statute or otherwise.
(e) Claudia Dean World, our, us or we has the meaning in clause 1.1, and where the
context permits, includes its Personnel and Affiliates.
(f) Commencement Date has the meaning in clause 3.1.
(g) CDW App means the mobile software application owned, operated and used by
Claudia Dean World to provide you with Services, including the application and
database software for the Services, the system and server software used to provide the
Services, the computer hardware on which that application, database, system and
server software is installed, and all Intellectual Property Rights contained therein,
provided or otherwise made available by us on, or via, the CDW App.
(h) CDW IP has the meaning given to it by clause 9.1.
(i) Content means all:
(i) the information, text, materials, graphics, logos, button icons, images, video and audio clips,
trade marks (whether registered or not), layout, arrangement, graphical user interface, look
and feel, databases, functionality and control features of the CDW App; and
(ii) ballet and dancing courses, materials and instructional videos.
(j) Consequential Loss means the following, however arising and even if it is reasonably
contemplated by the parties on the Commencement Date as a likely result of breach of
(i) direct, indirect, consequential, incidental, special, remote or unforeseeable loss,
damage, cost or expense;
(ii) loss of revenue, profit, income, bargain, opportunity (including professional and
career opportunities), use, production, customers, business, contract, goodwill, or
anticipated savings, loss caused by business interruption, or the cost of obtaining
new financing or maintaining existing financing, loss of or corruption to data, loss
of use of data;
(iii) costs or expenses incurred to prevent or reduce loss or damage which otherwise
may be incurred or suffered by a third party; or
(iv) loss or damage of the nature set out above in clauses (i) to (iii) (inclusive) that is
incurred or suffered by or to a third party.
(k) Force Majeure Event has the meaning in clause 17.
(l) Insolvency Event means the bankruptcy, liquidation or winding up, the appointment of
a controller, administrator, receiver, manager, trustee in bankruptcy or similar
insolvency administrator to a party or any substantial part of its assets or any event that
has a substantially similar effect to the above events.
(m) Intellectual Property Rights means designs, copyright, trade marks, patents,
operations, software or systems, trade names and domain names, rights in goodwill,
rights in confidential information or other intellectual property rights, whether under
statute, common law, equity, and whether registered or unregistered, and including all
applications for, and renewals or extensions of, such rights and all similar rights which
subsist or will subsist now or in future in any part of the world.
(n) Loss means loss, damage, liability, charge, expense, outgoing, payment or cost of any
nature or kind, including all legal and other professional costs including Consequential
(o) My Account has the meaning in clause 4.1.
(p) Password has the meaning given to it by clause 4.1.
(q) Personnel means any director, officer, employee, contractor or agents, of a party (in
your case, includes any person acting for or on your behalf)
(r) Personal Information has the same meaning that it has under Privacy Laws, namely
information or an opinion about an identified individual or an individual who is
reasonably identifiable, whether the information or opinion is true or not and recorded in
a material form or not.
(s) Privacy Laws means any applicable laws and codes of practice dealing with privacy,
including the Privacy Act 1988 (Cth) (as amended), the Australian Privacy Principles
and any other legislation, codes and policies relating to the handling of Personal
other web address notified by us to you from time to time), which is incorporated into
(u) Relevant Laws means any relevant rules of common law, principles of equity,
international, federal, state and local laws, statutes, rules, regulations, proclamations,
ordinances and by-laws and other subordinate legislation, rulings, or legal requirements
and Privacy laws, anywhere in the world.
(v) Services has the meaning in clause 2.1.
(w) Subscription Fees means the fees payable by you to access and use the CDW App
and Services (including Third Party Products and Services) for the Subscription Term as
further described on the CDW App.
(a) Subscription Term has the meaning in clause 3.1
(b) Trial Period means 3 consecutive days from the date you register and setup your My
(x) Third Party Products and Services means any software, products, services or content
(including all Intellectual Property Rights contained therein) that:
(i) are provided by third party providers;
(ii) interoperate with the CDW App or Services; or
(iii) may be identified as third party products or services.
(y) Third Party Payment Processor means PayPal, Stripe and any other a third party
payment processor permitted by Claudia Dean World from time to time.
(z) User Access Portal means the portal provided to you to access and use the CDW App
and the Services.
(aa) User Content means all data, information, content, materials and Personal
Information (including images and photographs):
(i) uploaded to, or stored on, the CDW App by you;
(ii) transmitted by the CDW App at your instigation;
(iii) supplied by you to Claudia Dean World uploading to, transmission by, or storage
on, the CDW App; or
(iv) generated by the CDW App as a result of the use of the Services by you,
but excluding CDW IP.
(bb) User Name has the meaning in clause 4.1.
(dd) Website means the website located at www.claudiadeanworld.com and any other
website notified by us from time to time.
(ee) you or your has the meaning in clause 1.3 .nYes, I have read, understood and accept this agreement.