BY CLICKING THE 'AGREE' BUTTON OR ACCESSING THE SPOTLIGHT INSPIRATION ROOM YOU HEREBY AGREE TO ENTER LEGAL RELATIONS WITH SPOTLIGHT PTY LTD (ABN 39 564 861 886) AND BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, PLEASE CLICK 'CANCEL' AND DO NOT ACCESS THE SPOTLIGHT INSPIRATION ROOM.

Definitions & Interpretation

1. The following definitions are used in these Terms of Use:
   1. "Content" means avatars, blogs, comments, compliments, criticisms, discussions, forums, images, observations, opinions, pictures, rankings, recommendations, responses, testimonials, text, videos.
   2. "Credentials" mean a unique Member alphanumeric id, login and/or password.
   3. "Disseminate" means any form of communication by any means howsoever through any medium, including, without limitation, email, uploading, downloading, posting, listing, posting hyperlinks to, chatting, book-marking, social network sharing (including via Facebook, Twitter, and the like), transmitting, publishing.
   4. "Spotlight Inspiration Room" and "Inspiration Room" means the online community owned, operated and promoted by Spotlight via certain web addresses from time to time.
   5. "Member", "You" and "Your" means those users that have registered there details pursuant to these Terms of Use and been granted access to use and participate in the Spotlight Inspiration Room.
   6. "Privacy Policy" means Spotlight's privacy policy as appearing on Our website, as amended from time to time
   7. "Spotlight", "Our" and "We" means Spoltight Pty Ltd (ABN 39 564 861 886) of Level 6, 111 Cecil Street, South Melbourne Vic 3205, Australia.
   8. "Terms of Use" means these legally binding terms of use, as amended from time to time.
   9. "VIP Club" means the Spotlight customer loyalty program.
2. Interpretation
   10. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such clause.
   11. You agree that this Agreement may not be construed adversely against Spotlight solely because Spotlight prepared it.
   12. The singular includes the plural and vice-versa.
   13. Person includes any individual, corporation, trust, partnership or any other entity.
   14. The words "include" and "including" will be read to mean "includes, but is not limited to".

Registration, Account Details & Access

2. You must be a registered Member in order to access, use and participate in the Spotlight Inspiration Room.
3. Prospective Members must:
   1. Be 18 years of age or older;
   2. Accurately provide all necessary and / or requested personal information;
   3. At all times be current VIP Club members.
4. At its sole discretion, Spotlight reserves the right to accept or reject or cancel your Membership.
5. Spotlight will issue You with Credentials to enable You to access, use and participate in the Spotlight Inspiration Room.
6. You are solely responsible for the safety, security and confidentiality of Your Credentials and will ensure that only You have access to and use the Credentials.
7. You will be liable for and indemnify and hold Spotlight harmless for any and all authorised or unauthorised access to the Spotlight Inspiration Room via your Membership or Your Credentials.
8. You will:
   1. Keep Your Membership details accurate, current and up to date;
   2. Amend any errors that appear in Your Membership profile;
9. Your Membership will remain current until it is suspended, cancelled or terminated by You or Spotlight.

Right of Use

10. In consideration of Your promises made herein Spotlight grants You a non-exclusive, non-transferable, limited right to access, use and participate in the Spotlight Inspiration Room including the right to create, upload, view and download Content stored in the Spotlight Inspiration Room.

Content

11. You are entitled to create and upload Content to be stored in the Spotlight Inspiration Room provided that:
    1. The Content will be Your original work;
    2. You will not copy, plagiarise, reproduce or otherwise Disseminate the work of any other person;
    3. The Content will not infringe the intellectual property rights of any third party;
    4. The Content is uploaded or connected in accordance with Our instructions from time to time, including via the use of other services and technologies, including YouTube; and
    5. You adhere to these Terms of Use.
12. You grant Spotlight the non-exclusive, transferable, sub-licensable, perpetual, irrevocable, royalty free, worldwide right to Disseminate, reproduce, edit, modify, distribute, display and delete such Content (in whole or in part) via the Spotlight Inspiration Room or via such other medium or channel as determined by Spotlight from time to time.
13. You consent to other Members accessing, using and viewing the Content.
14. You will at all relevant times remain the exclusive owner of the Content that You create and upload to the Spotlight Inspiration Room.
15. Spotlight has the unfettered right at any time to temporarily or permanently remove Your Content, in part or full, from the Spotlight Inspiration Room.
16. You waive the following Moral Right's in respect of the Content that You create and upload to the Spotlight Inspiration Room:
    1. The right to attribution of authorship as defined in the Copyright Act 1968, and
    2. The right of integrity of authorship as defined in the Copyright Act 1968, and
    3. The right not to have the work subjected to derogatory treatment as defined in the Copyright Act 1968.
17. Clauses 12) to 17) (inclusive) survive the termination of these Terms of Use or your Membership.

Restrictions on use

You must:

18. Not copy, or allow to be copied, all or part of the Spotlight Inspiration Room Content or underlying website code, other than as expressly permitted under these Terms of Use;
19. Not Disseminate Content that has been created and uploaded to the Spotlight Inspiration Room by other people;
20. Not use the Spotlight Inspiration Room for any unlawful, immoral or unethical purpose, as We determine in Our sole and absolute discretion, including:
    1. the Dissemination of unsolicited or unauthorised commercial electronic messages, SPAM, advertising or promotional material;
    2. the impersonation or theft of another Persons identity or falsely state or otherwise misrepresent your affiliation with a Person, including Spotlight;
    3. the creation or Dissemination of false or alias identities;
    4. to harass, threaten, stalk or otherwise communicate with any Person against their will;
    5. to vilify others, including, without limitation based on race, ethnicity, sex, sexual preferences, religion or politics;
    6. the Dissemination of pornography, including child pornography involving a person under the age of 18 years or such age as provided by the laws and/or regulations of the countries or jurisdictions in which You use the Spotlight Inspiration Room, whichever is younger;
    7. to defame, slander or libel any Person;
    8. for the purpose of money laundering, terrorist activities, causing civil unrest and other criminal activities;
    9. for the purpose of phishing;
    10. for the purposes of industrial espionage or Dissemination of inside information gained or propagated by unlawful means;
    11. to Disseminate or otherwise infringe upon the private and/or confidential information or intellectual property rights of any Person or infringe the publicity rights any Person;
    12. to Disseminate material that is abusive, vulgar, obscene, hateful, tortious or otherwise objectionable.
21. not commercialise all or part of the Spotlight Inspiration Room;
22. not use the Spotlight Inspiration Room or upload Content to promote, market, distribute or sell any goods or services, other than the goods or services of Spotlight;
23. not make any adaptation, modification or derivative work of the other people's Content;
24. not sell, rent, lease, sub-license, assign or transfer all or part of your rights under these Terms of Use;
25. not use any type of spider, virus, worm, trojan horse, time bomb, adware, bot, hack, malware, phishing or other malicious codes, computer activity, application, executable, program, software or instructions that are designed to:
    1. disable, damage, disrupt or disassemble all or part of the Spotlight Inspiration Room or Spotlight's websites; or
    2. communicate or seek to communicate with Persons using the Spotlight Inspiration Room;
26. not modify, adapt, reverse engineer, decompile, disassemble all or part of the Spotlight Inspiration Room or create derivative works based on all or part of the Spotlight Inspiration Room (other than to the extent permitted by applicable copyright law);
27. comply with any reasonable directions issued by Spotlight from time to time in relation to Your access, use and participation in the Spotlight Inspiration Room;

Personal information

28. You acknowledge and agree that We may collect personal information about You from time to time in order to manage your Membership and provide you with access to the Spotlight Inspiration Room.
29. While We will use all reasonable efforts to store and use Your personal information in accordance with the Privacy Policy, you acknowledge that telecommunications networks and computer servers are, by their nature, vulnerable to third party attack and interference, and accordingly, we cannot guarantee that this personal information will at all times be secure and accessible.

Acknowledgements

30. You acknowledge and agree that:
    1. Spotlight is not and will not be the creator of all the Content;
    2. Spotlight cannot and does not confirm the identity of Members, their qualifications, backgrounds, abilities, bona fides;
    3. Spotlight makes no representation in respect of, and does not warrant to the accuracy or bona fides of any Content created and uploaded by Members;
    4. Other people's Content contained in the Spotlight Inspiration Room is for personal use only and may not be Disseminated, sold, used or redistributed by You for any other purpose;
    5. Spotlight will not be liable for any loss or damage incurred by a Member as a result of any failure or delay in Spotlight transmitting or providing any information to or from a Member or removing or failing to remove any Content from the Spotlight Inspiration Room;
31. The Spotlight Inspiration Room and/or Content may contain links and pointers to websites maintained by third parties which websites are not under the control of Spotlight and Spotlight is not responsible for the veracity, appropriateness, accuracy or contents of any linked website or any website link contained in any linked website; and
32. Spotlight will not be liable for any damages or loss arising in any way out of or in connection with or incidental to any information or third party service provided by or through any linked websites whether linked to or from the Spotlight Inspiration Room and/or Content.

Spotlight's Rights

33. Spotlight reserves the right, with or without notice, to:
    1. co-operate fully with any law enforcement authority in any jurisdiction in respect of any lawful direction or request to disclose the identity or other information in respect of anyone using the Spotlight Inspiration Room;
    2. moderate Member Content and in so doing refuse to Disseminate any Content (in whole or in part) that Spotlight, in its sole and absolute discretion, regards in any way objectionable or in violation of any applicable law or these Terms of Use;
    3. edit Member Content;
    4. alter, enhance, improve, modify, restrict the Spotlight Inspiration Room from time to time;
    5. temporarily or permanently discontinue or suspend the Spotlight Inspiration Room at any time;

Intellectual Property

34. All intellectual property rights, including copyright, trade marks, designs or patents (whether registered or otherwise), in any information, logos, business processes, data and any other materials including all software, tools, know-how, equipment or processes, used in relation to the Spotlight Inspiration Room and Content created and uploaded by Spotlight or Our personnel will remain Spotlight's sole and exclusive intellectual property. You acknowledge and agree that You will not acquire any rights, title or interest in or to any of Spotlight's intellectual property rights.
35. Any and all feedback, comments, compliments or criticisms that You provide Spotlight regarding the Spotlight Inspiration Room or Content may be freely used by Spotlight as it determines in it's sole and absolute discretion without any right of attribution or compensation to You. Disclaimer and Limitation of Liability
36. Spotlight provides the Spotlight Inspiration Room and Content on an 'as is' and 'as notified' basis without any warranties of any kind, express, implied or statutory as to their accuracy or otherwise.
37. Members must satisfy themselves through their own enquiries as to the quality or fitness for purpose of any Content.
38. Without limiting the foregoing, Member acknowledges that:
    1. Spotlight does not check the truth or currency of the Content that Members create and upload to the Spotlight Inspiration Room;
    2. Spotlight does not control, endorse, approve or warrant to the Member the merchantability or fitness for any particular purpose of any of the Content;
    3. Spotlight does not warrant to the Member that anything in the Spotlight Inspiration Room or any third-party Site referred to or connected via the Site is accurate, complete or up to date and makes no performance warranty whatsoever concerning anything on or implied from them;
    4. Members agree to consult professionals for advice that is specifically tailored to their particular circumstances;
    5. Spotlight does not endorse or recommend any Member or Content including where the details of a Member are provided by Spotlight to other Members or otherwise become known using the Spotlight Inspiration Room;
    6. Spotlight is not a party to any transactions or conversations between Members (if any);
    7. Spotlight does not warrant that the Spotlight Inspiration Room, any Content or any information or communication it provides is or will be reliable, timely, error or fault free, complete or accurate;
    8. the Spotlight Inspiration Room may experience interruptions and access difficulties from time to time and that Spotlight will not be responsible for such interruptions or access difficulties; and
    9. Spotlight shall not be liable for any loss or damage whether directly or indirectly incurred by a Member or any third person as a result of any failure or delay in Spotlight doing any thing, including transmitting any information or removing any information from the Spotlight Inspiration Room.
39. To the fullest extent legally possible, Spotlight excludes any representation or warranty concerning the Spotlight Inspiration Room.
40. To the extent permitted by law Spotlight excludes all liability to Member or any other person for any loss, claim or damage (whether arising in contract, negligence, tort, equity or otherwise for any loss, whether it be consequential, indirect, incidental, special, punitive, exemplary or otherwise, including, without limitation any loss of profits, loss or corruption of data or loss of goodwill) arising out of or in connection with the Spotlight Inspiration Room or Content.
41. To the extent permitted by law, Spotlight expressly limits Our liability for breach of any non-excludable condition or warranty implied by virtue of any legislation to the following remedies (the choice of which is to be at Spotlight's sole discretion):
    1. in the case of goods, to any one or more of the following:
       1. the replacement of the goods or the supply of equivalent goods;
       2. the repair of the goods;
       3. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
       4. the payment of the cost of having the goods repaired; and
    2. in the case of services:
       1. the supply of the services again; or
       2. the payment of the cost of having the services supplied again.

Indemnity

42. You indemnify and hold Spotlight and its parent, subsidiaries, affiliates, officers, directors, agents, employees, harmless from and against any claims, demands, proceedings, losses and damages (actual, special and consequential of every kind and nature, including all legal fees) made by it or any other Member or any third party due to or arising out of or in any way related to Member's acts, omissions or use of the Spotlight Inspiration Room, the Content that you create and upload, Your feedback, Your negligence, Your breach of these Terms of Use, or Your violation of any law or the rights of a third party.
43. Clause 42) survives the Termination of Your Membership.

Termination

44. Either Spotlight or You may terminate your Membership at any time, with or without reason, upon immediate notice.
45. Upon termination of Your Membership, Spotlight will immediately deactivate Your Credentials and You will not be able to access the Spotlight Inspiration Room.
46. Those clauses of these Terms of Use capable of surviving the termination of your Membership will continue in full force and effect.

Circumstances beyond Spotlight's control

47. Spotlight will not be liable for any failure or delay in the performance of its obligations to Member if that failure or delay is due to circumstances beyond its reasonable control including, without limitation, any act of God or other cause beyond its reasonable control including any mechanical, electronic, communications or third party supplier failure, industrial action, war, civil commotion or unrest, acts of terrorism, tempest, climatic or environmental conditions.

Assignment

48. You may not assign Your Membership or any of Your rights or obligations under these Terms of Use without Spotlight's prior written consent.
49. If You are a corporate Member, any change in Your effective control shall be deemed an assignment for the purpose of this clause.
50. Your Membership is personal to You and may not be sold or otherwise transferred to another person or entity.
51. Spotlight may assign its rights or obligations under these Terms of Use at any time without notice to You.

General

52. The provisions of these Terms of Use are severable, and if any provision of this Agreement is held to be illegal, invalid or unenforceable, under present or future law, such provision may be removed and the remaining provisions shall be enforced.
53. Spotlight's failure to act with respect to a breach by You or others does not waive its right to act with respect to subsequent or similar breaches.
54. Spotlight may provide notices to you by simply posting the notice in the Spotlight Inspiration Room. This is in addition to any other mode of service permitted by law including email, post, fax.
55. Spotlight may vary the terms and conditions of these Terms of Use by providing written notice of the changes to You, which variation will be effective from the service of a notice to this effect.
56. This Agreement shall be governed in all respects by the laws of the State of Victoria, Australia. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Victoria, Australia and to the Federal Court of Australia sitting in Victoria.