STELLA STARPASS

STELLA STARPASS – TERMS AND CONDITIONS

Last Updated: 02/02/25

Welcome to Navun Pty Ltd (ACN 649 693 434), trading as STELLA STARPASS ("Stella StarPass", "we", "us", "our"), an Australian proprietary limited company incorporated in Victoria with its principal place of business at Level 8, Suite 805, 220 Collins Street, Melbourne VIC 3000.

These Terms and Conditions ("Terms") govern your access to and use of the STELLA STARPASS platform (the "Platform") and services. By accessing our website, creating an account, or subscribing to STELLA STARPASS, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not accept these Terms, you must not use the Platform.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 10.1 AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 10.4 THAT REQUIRE, UNLESS YOU ARE AN AUSTRALIAN USER OR YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 10.2, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AND UNLESS YOU ARE AN AUSTRALIAN USER, YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.

AUSTRALIAN USERS IMPORTANT NOTICE: If you are an Australian User, the arbitration, class action waiver, jury trial waiver and overseas dispute forum provisions in these Terms do not apply to you. For Australian Users, disputes are handled under Section 10.3 and nothing in these Terms limits any rights you have under the Australian Consumer Law.

IMPORTANT: These Terms include provisions that limit Stella StarPass's liability and disclaim warranties. You should read them carefully before using the Platform.

  1. DEFINITIONS
    • Acceptance Date: The date on which you first access our website, create an account, or subscribe to STELLA STARPASS (whichever occurs first).
    • Australian User: A Member whose use of the Platform is subject to the Australian Consumer Law or who resides in Australia.
    • Content: All materials, information, text, graphics, videos, tools, software, and other content provided on or through the Platform.
    • Member / you: Any individual who accesses our website, creates an account, or subscribes to STELLA STARPASS.
    • Non-Australian User: A Member who is not an Australian User.
    • Platform / Service: The STELLA STARPASS online membership platform for models, influencers, and talent, offering tools and resources to Members.
    • Subscription Fee: The recurring membership fee payable by the Member for access to the Platform (currently AU$99.99 per month).
    • Third-Party Opportunities: Any job listings, casting calls, collaborations, or similar opportunities provided by third parties and made available to Members via the Platform.
  2. PLATFORM SERVICES (SCOPE & NATURE)
    • STELLA STARPASS is a subscription-based online platform designed to empower models and influencers with resources to advance their careers. The Platform provides Members with personal development tools, collaboration alerts, industry contacts, and educational content. The Service allows you to discover and pursue opportunities yourself – STELLA STARPASS does not act as a talent agent or representative on your behalf.
    • By using STELLA STARPASS, you acknowledge and agree that Stella StarPass is not operating as a talent agency, employment agent, or performer representative. This is not a talent agency or employment service contract – we do not procure or attempt to procure work for you. Stella StarPass does not take any commission or percentage of your earnings – you keep 100% of any income from gigs or jobs you secure.
    • "STELLA STARPASS" is a separate service from Stella's talent agency (STELLA MGMT) and does not constitute representation of you as a model or talent. Becoming a Member of StarPass does not mean you are signed with Stella Mgmt. The Platform is non-exclusive – you are free to be represented by other agencies.
    • STELLA STARPASS primarily serves opportunities and resources within Australia, focusing on Australian cities and markets.
    • Navun Pty Ltd reserves the right to add, remove, or modify features of the Platform at its discretion without notice.
  3. MEMBERSHIP ELIGIBILITY & ACCOUNTS
    • STELLA STARPASS membership is open to individuals who are 18 years or older. You must be legally capable of forming binding contracts under Australian law.
    • To become a Member, complete your subscription purchase via Stripe at $99.99 per month. Stella StarPass reserves the right to approve or decline membership applications for any reason or no reason.
    • You must create an account with accurate, current, and complete information. Sharing your account or login with others is strictly prohibited.
    • You are solely responsible for any content you upload to your profile. You affirm that you own or have the rights to any content you provide.
    • You agree to comply with all applicable laws and regulations in connection with your use of the Platform.
  4. MEMBERSHIP FEES & PAYMENT TERMS

    AUTOMATIC RENEWAL NOTICE: IF YOU SIGN UP FOR A SUBSCRIPTION, THE CORRESPONDING FEES AT THE RATE AS SET FORTH IN YOUR USER ACCOUNT AND/OR ON THE CHECKOUT PAGE WILL AUTOMATICALLY RENEW EVERY MONTH ON A CONTINUOUS BASIS UNLESS AND UNTIL YOU NOTIFY US THAT YOU WANT TO CANCEL YOUR SUBSCRIPTION. ANY NOTICE OF CANCELLATION MUST BE SUBMITTED TO STELLA@STELLAMGMT.COM.AU AND WILL BE EFFECTIVE IN THE MONTH FOLLOWING THE MONTH YOU PROVIDE US NOTICE. YOU UNDERSTAND THAT UNLESS AND UNTIL YOU NOTIFY US OF YOUR CANCELLATION, YOUR SUBSCRIPTION AND ALL CORRESPONDING FEES WILL AUTOMATICALLY RENEW, AND YOU AUTHORIZE US OR OUR AUTHORIZED THIRD-PARTY PAYMENT PROVIDER (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE YOU THE APPLICABLE SUBSCRIPTION FEES AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD WE HAVE ON RECORD FOR YOU.

    • Membership pricing is generally AU$5.99 to AU$99.99 per month (inclusive of GST), but may be tailored based on individual circumstances, deliverables, and subscription tier selected. Your specific Subscription Fee will be displayed at checkout and in your account settings. Stella StarPass does not charge any additional commissions or hidden fees on your earnings.
    • The Subscription Fee is billed monthly in advance and will automatically be charged every month on a recurring basis until you cancel.
    • YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW EVERY MONTH UNLESS YOU NOTIFY US OF CANCELLATION IN WRITING TO STELLA@STELLAMGMT.COM.AU.
    • You must provide a valid payment method. Stella StarPass reserves the right to suspend or terminate access if timely payment is not received.
    • Fee changes will not affect your current paid-up period. We will provide reasonable notice of any increase.
    • All fees are in Australian Dollars and inclusive of GST.
    • Subscription Fees are generally non-refundable. Any 14-day guarantee operates as a membership credit only, not a cash refund. To claim, send written request to stella@stellamgmt.com.au within 14 days of initial subscription.
    • Stella StarPass does not take any cut of payments between you and any client. All gross earnings from your gigs remain entirely yours.
    • Chargebacks: In the event you initiate a chargeback, payment dispute, or reversal of any Subscription Fee through your bank, credit card company, or payment provider (a "Chargeback"):
      • (a) Immediate Suspension: Your access to the Platform and all Content will be immediately suspended without notice pending resolution of the dispute.
      • (b) Account Termination: We reserve the right to permanently terminate your account and blacklist your payment details, email address, and associated identifiers from future use of the Platform.
      • (c) Debt Recovery: You remain liable for the full amount of the disputed fee, plus any costs incurred by us in disputing the Chargeback (including payment processor fees, bank fees, and reasonable administrative costs up to AU$50 per Chargeback). We may assign this debt to a third-party collections agency and report the outstanding balance to credit reporting agencies where permitted by law.
      • (d) Reinstatement: If you wish to reinstate your account after a Chargeback, you must first pay all outstanding amounts plus Chargeback fees. Reinstatement is at Stella StarPass's sole discretion.
    • If you have a billing dispute, contact us at stella@stellamgmt.com.au before initiating a Chargeback. We will work with you in good faith to resolve legitimate billing errors.
  5. CANCELLATION, TERMINATION & REFUND POLICY
    • Cancellation by Member: You may cancel by providing written notice to stella@stellamgmt.com.au. STELLA StarPass operates on a one (1) month notice basis. Your cancellation takes effect in the Billing Cycle following the one in which you provide notice.
    • No Refunds: Except where required by law, Subscription Fees are non-refundable. You are not entitled to a refund for unused portions of your billing period.
    • Termination by Stella StarPass: We may suspend or terminate your membership immediately if you fail to pay fees when due, materially breach these Terms, or if we believe your conduct creates risk for us or other Members.
    • Termination for Breach: Either party may terminate this agreement immediately if the other party commits a material breach of these Terms and fails to remedy the breach within fourteen (14) days of receiving written notice.
    • Effect of Termination: Upon termination, your access to members-only areas will cease, and we may deactivate or delete your account. Sections 7 (Intellectual Property), 8 (Disclaimers), 9 (Limitation of Liability), 10 (Dispute Resolution), and 11 (Indemnity) survive termination.
    • Cancelling StarPass does not affect any separate representation agreement with STELLA MGMT.
  6. ACCEPTABLE USE AND MEMBER CONDUCT
    • Use the Platform only for lawful purposes. Do not post illegal, harmful, abusive, harassing, defamatory, or obscene content.
    • Do not misrepresent your identity, skills, or qualifications. All information should be truthful and accurate.
    • Do not exploit the Platform for commercial purposes not intended by Stella StarPass.
    • Do not interfere with the proper working of the Platform including introducing malware or attempting to hack security controls.
    • Each membership is for a single individual. Do not share your account credentials.
    • Treat casting call details and industry contacts received via StarPass as confidential.
  7. INTELLECTUAL PROPERTY RIGHTS
    • All content on STELLA STARPASS is property of Navun Pty Ltd or our licensors and protected by copyright and trademark laws.
    • "STELLA STARPASS" and associated logos are trademarks of Navun Pty Ltd.
    • You retain ownership of your uploaded content but grant Stella StarPass a non-exclusive, royalty-free, worldwide license to use, display, and distribute it as necessary to provide the Platform services.
    • Do not upload content that infringes the intellectual property or privacy rights of any third party.
  8. DISCLAIMERS & NO GUARANTEE OF RESULTS

    8.1 "As Is" Disclaimer

    THE PLATFORM AND ALL SERVICES, MATERIALS, AND INFORMATION PROVIDED BY STELLA STARPASS ARE SUPPLIED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, STELLA STARPASS EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. STELLA STARPASS DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE AT ALL TIMES, OR FREE OF HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.

    8.2 No Guarantee of Results

    YOU EXPRESSLY AGREE THAT YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK.

    Stella StarPass does not offer any representations, warranties, or guarantees—verbally or in writing—regarding:

    • (a) Any job offers, bookings, or casting opportunities resulting from your membership;
    • (b) The quality, legitimacy, or suitability of Third-Party Opportunities listed on the Platform;
    • (c) Career advancement, income levels, or professional success;
    • (d) The accuracy or completeness of industry contacts or resources provided;
    • (e) Any minimum number of castings, opportunities, or leads.

    You acknowledge that you are solely responsible for evaluating opportunities, making career decisions, and determining whether the Platform meets your needs. Any testimonials or success stories represent individual outcomes and are not guarantees of similar results.

    8.3 Not an Agency or Employer

    Stella StarPass is not your employer, agent, manager, or legal representative. No employment, partnership, joint venture, or agency relationship is created by your use of the Platform. We do not procure work for you and take no commission on your earnings.

    8.4 Third-Party Opportunities

    • Any engagement you pursue from the Platform is strictly between you and the third party. Stella StarPass is not a party to any contract you enter as a result of Platform listings.
    • A listing on the Platform does not constitute an endorsement or recommendation by Stella StarPass.
    • Stella StarPass takes no responsibility for third-party websites or services linked from the Platform.
  9. LIMITATION OF LIABILITY

    9.1 Exclusion of Consequential Loss

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STELLA STARPASS EXCLUDES ALL LIABILITY FOR:

    • COMPENSATORY, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES
    • LOSS OF PROFITS, REVENUE, OR ANTICIPATED SAVINGS
    • LOSS OF BUSINESS OPPORTUNITY OR GOODWILL
    • LOSS OF DATA OR CORRUPTION OF DATA
    • LOSS OF REPUTATION
    • THIRD-PARTY CLAIMS
    • ANY LOSS ARISING FROM RELIANCE ON THIRD-PARTY OPPORTUNITIES OR PLATFORM CONTENT

    THIS EXCLUSION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF STELLA STARPASS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

    9.2 Cap on Direct Liability

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STELLA STARPASS'S TOTAL AGGREGATE LIABILITY FOR DIRECT LOSS ARISING FROM OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF:

    (A) THE SUBSCRIPTION FEES ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR
    (B) AUD $99.99.

    9.3 Third-Party Acts

    • We are not liable for the acts or omissions of third parties you interact with through the Platform, including clients, brands, or other Members.

    9.4 Force Majeure

    • Neither party shall be liable for any delays or failures in performance due to events beyond their reasonable control, including natural disasters, acts of terrorism, pandemics, government actions, civil unrest, labour disputes, power outages, internet outages, or other force majeure events ("Force Majeure Event").
    • The affected party must notify the other party promptly of the Force Majeure Event and use reasonable efforts to mitigate its effects.

    9.5 Australian Consumer Law

    Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law) that cannot be excluded, restricted, or modified by agreement.

    To the extent that Stella StarPass's services are not of a kind ordinarily acquired for personal, domestic, or household use or consumption, and to the fullest extent permitted by section 64A of the Australian Consumer Law, Stella StarPass's liability for failure to comply with any consumer guarantee is limited, at Stella StarPass's option, to:

    • the resupply of the services; or
    • the payment of the cost of having the services resupplied.

    For Australian Users, the disclaimers, exclusions, and limitations of liability under these Terms will not apply to the extent prohibited by applicable law, including the Australian Consumer Law.

  10. DISPUTE RESOLUTION & ARBITRATION

    10.1 Agreement to Arbitrate (Non-Australian Users Only)

    PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THIS SECTION 10.1 DOES NOT APPLY TO AUSTRALIAN USERS.

    BY AGREEING TO THESE TERMS, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IF YOU ARE NOT AN AUSTRALIAN USER, YOU AND STELLA STARPASS EACH AGREE THAT ANY AND ALL PAST, PRESENT, AND FUTURE DISPUTES, CLAIMS, OR CAUSES OF ACTION BETWEEN YOU AND STELLA STARPASS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM ("DISPUTES") SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT.

    • Informal Resolution First: Before initiating arbitration, you agree to contact Stella StarPass at stella@stellamgmt.com.au to attempt to resolve the Dispute informally. If the Dispute is not resolved within thirty (30) days after the email noting the Dispute is sent, either party may initiate arbitration.
    • Arbitration Rules and Venue: Arbitration shall be administered by the Australian Centre for International Commercial Arbitration (ACICA) under its Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Melbourne, Australia, in English. The arbitrator's decision shall be final and binding. The arbitrator may only award damages as provided for under these Terms and in no event may punitive, consequential, or special damages be awarded.
    • Fees: The arbitrator shall award the prevailing party its reasonable fees and costs in accordance with the ACICA Rules.

    10.2 Opt-Out of Arbitration (Non-Australian Users Only)

    • You may opt out of this agreement to arbitrate by emailing stella@stellamgmt.com.au within thirty (30) days of your Acceptance Date (as defined in Section 1), stating your name and that you decline the arbitration agreement.
    • For clarity, the thirty (30) day opt-out period begins on the date you first access our website, create an account, or subscribe to STELLA STARPASS—whichever occurs first.
    • By opting out of the agreement to arbitrate, you will not be precluded from using the Platform, but you and Stella StarPass will not be permitted to invoke the mutual agreement to arbitrate to resolve Disputes under the terms otherwise provided herein.

    10.3 Australian Users – Dispute Resolution

    • If you are an Australian User, the mandatory arbitration agreement in Section 10.1 does not apply to you.
    • Disputes must be communicated in writing to Stella StarPass. The parties agree to resolve disputes through good faith negotiations within thirty (30) days.
    • If unresolved, disputes will be referred to mediation administered by the Resolution Institute. If mediation is unsuccessful, disputes shall be resolved in the courts of Victoria, Australia, which shall have exclusive jurisdiction.

    10.4 Class Action and Jury Trial Waiver (Non-Australian Users Only)

    THIS SECTION 10.4 DOES NOT APPLY TO AUSTRALIAN USERS.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR STELLA STARPASS SHALL BE ENTITLED TO CONSOLIDATE, JOIN, OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR PARTICIPATE IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION OR PROCEEDING.

    YOU WAIVE ANY RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING. YOU WAIVE ANY RIGHT TO A JURY TRIAL.

    IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED.

    10.5 Limitation Period

    • Any claim or Dispute arising under these Terms must be commenced within twelve (12) months of the event giving rise to the claim, or is forever barred, except where prohibited by applicable law.

    10.6 Governing Law

    • These Terms are governed by and construed in accordance with the laws of Victoria, Australia, without regard to conflict of law principles.
    • For Australian Users, the courts of Victoria, Australia, have exclusive jurisdiction over any disputes.
  11. INDEMNIFICATION
    • You agree to indemnify, defend, and hold harmless Stella StarPass (Navun Pty Ltd), its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable legal fees and costs) arising from:
      • (a) Your breach of these Terms;
      • (b) Your negligence, misrepresentation, or willful misconduct;
      • (c) Any third-party claims relating to your use of the Platform or content you upload;
      • (d) Your violation of any applicable law or regulation;
      • (e) Your violation of any third-party rights, including intellectual property rights;
      • (f) Any dispute between you and a third party arising from a Third-Party Opportunity.
    • This indemnification obligation shall survive termination or expiration of these Terms.
  12. PRIVACY & DATA PROTECTION
    • Your use of the Platform is also governed by our Privacy Policy.
    • All personal data will be handled in compliance with the Privacy Act 1988 (Cth) and applicable data protection laws.
  13. MISCELLANEOUS PROVISIONS
    • Amendments: Stella StarPass may update these Terms from time to time. Updated Terms will be posted on our website, and continued use of the Platform after an update signifies acceptance.
    • Severability: If any provision is deemed invalid or unenforceable, the remaining provisions will remain in full force and effect.
    • No Waiver: No delay or failure by Stella StarPass in exercising any right under these Terms shall constitute a waiver of that right.
    • Assignment: Stella StarPass may assign these Terms or its rights hereunder to any successor or third party without prior notice. You may not assign these Terms without Stella StarPass's prior written consent.
    • Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements.
    • Contact: Questions about these Terms? Contact us at stella@stellamgmt.com.au.

By subscribing to and using STELLA STARPASS, you confirm that you have read, understood, and agree to these Terms and Conditions. We thank you for being part of the STELLA STARPASS community!

Last updated: February 2025