TERMS AND CONDITIONS

STELLA STARPASS Last Updated: 01/06/25

Welcome to Navun Pty Ltd (ACN 649 693 434), trading as STELLA StarPass, an Australian company headquartered 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 subscribing to or using 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.

1. Definitions

For clarity in these Terms, the following definitions apply:

  • “STELLA StarPass” / “Platform” / “Service” – The online membership platform for models, influencers, and talent provided by Navun Pty Ltd (trading as STELLA StarPass), offering tools, casting alerts, and resources to users.

  • “Member” / “you” – An individual who has registered an account and purchased a subscription to STELLA StarPass.

  • “Subscription Fee” – The recurring membership fee payable by the Member for access to the Platform (currently AU$99 per month)

  • “We” / “us” / “Stella” – Navun Pty Ltd trading as STELLA StarPass (and Stella Management for its separate talent agency services, as applicable).

  • “Content” – All materials, information, text, graphics, videos, tools, software, and other content provided on or through the Platform.

  • “Third-Party Opportunities” – Any job listings, casting calls, collaborations, or similar opportunities provided by third parties and made available to Members via the Platform.

Any other capitalised terms used in these Terms have the meanings given to them within the context of the provisions.

2. Platform Services (Scope & Nature)

2.1 Service Overview: 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, real-time casting and collaboration alerts, industry contact directories, and educational content (e.g. tutorials on branding, portfolios, and training modules). The Service allows you to discover and pursue opportunities yourself – STELLA StarPass does not act as a talent agent or representative on your behalf.

2.2 No Talent Agency Relationship: By using STELLA StarPass, you acknowledge and agree that Stella 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. Our role is limited to providing you with informational listings and tools to help you identify opportunities. You are solely responsible for pursuing any opportunities identified and for any engagements you enter into with third parties. Stella StarPass does not take any commission or percentage of your earnings – you keep 100% of any income from gigs or jobs you secure. The Subscription Fee you pay is exclusively for access to the Platform’s features and not a fee for obtaining employment.

2.3 Independence from Stella Management: STELLA StarPass is a separate service from Stella’s talent agency (Stella Management) and does not constitute representation of you as a model or talent. Becoming a Member of StarPass does not mean you are signed with or guaranteed any consideration by Stella’s agency division. The Platform is non-exclusive – you are free to be represented by other agencies or use other platforms while being a StarPass Member, with no restrictions or obligations to Stella in that regard. Likewise, nothing in these Terms (or in your use of the Platform) creates any employment, partnership, or joint venture relationship between you and Stella.

2.4 Geographic Scope: STELLA StarPass primarily serves opportunities and resources within Australia. While the Platform can be accessed from anywhere online, the casting alerts and industry resources focus on Australian cities and markets (from Sydney and Melbourne to Perth, Brisbane, and beyond).

2.5 Updates and Modifications: The nature of the Platform’s services may evolve over time. Stella reserves the right to add, remove, or modify features of the Platform at its discretion to improve the Member experience or comply with legal requirements. We will endeavor to notify Members of any material changes to the scope of the services.

3. Membership Eligibility & Accounts

3.1 Eligibility: STELLA StarPass membership is open to individuals who are 18 years or older. By registering, you represent that you are at least 18. (If you are under 18, you must have a parent or legal guardian read and accept these Terms on your behalf; however, Stella reserves the right to refuse membership to minors for safety and compliance reasons.) You must also be legally capable of forming binding contracts under Australian law.

3.2 Application and Acceptance: To become a Member, you must complete the sign-up or application process (which may include providing a profile, portfolio, or other information). Stella reserves the right to approve or decline any membership application in its discretion. The Platform may be offered to a limited number of applicants to maintain quality (“starry and exclusive” vibes for our community). If your application is accepted, you will be invited to activate your subscription by paying the Subscription Fee. If not approved, any fees paid will be refunded, and you will not become a Member.

3.3 Account Registration: You must create an account with accurate, current, and complete information. This includes providing your real name, a valid email address, and any other details we request for setup. You agree to keep your account information updated. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. Sharing your account or login with others is strictly prohibited. If you suspect any unauthorized use of your account, you must notify us immediately.

3.4 Membership Profile: As a Member, you may have a profile or portfolio on the Platform. You are solely responsible for any content (e.g. photos, bio, links) you upload or post in your profile (“Member Content”). You affirm that you own or have the rights to any content you provide, and that it is truthful and not misleading. Stella may, in its discretion, review or remove Member Content that violates these Terms or any law.

3.5 Compliance with Laws: You agree to comply with all applicable laws and regulations in connection with your use of the Platform. This includes laws relating to working with children (if you engage in opportunities involving minors), immigration or work visa requirements for engagements, and any industry-specific regulations. Stella is not responsible for your compliance with laws as an independent talent; that responsibility remains with you.

4. Membership Fees & Payment Terms

4.1 Subscription Fee Amount: Membership to STELLA StarPass is offered on a subscription basis for AU $99 per month (inclusive of GST), unless otherwise stated. This fee grants you access to the Platform’s features and resources as described. Stella does not charge any additional commissions or hidden fees on your earnings or opportunities.

4.2 Billing Cycle: The Subscription Fee is billed monthly in advance. Your first payment is due when you activate your membership (upon acceptance to the Platform), and will cover your first month of access. Thereafter, the Subscription Fee will automatically be charged every month on a recurring basis (each a “Billing Cycle”), using the payment method you provide, until you cancel in accordance with Section 5.

4.3 Minimum Term Commitment: By subscribing, you agree to an initial Minimum Term of six (1) months of membership. This means you commit to paying for at least six consecutive months of the subscription. The Minimum Term is designed to allow you sufficient time to utilize the Platform’s tools, build your profile, and explore opportunities.

4.4 Automatic Renewal: After the Minimum Term has passed, your membership will continue on a month-to-month basis, automatically renewing each month at the then-current Subscription Fee. There is no long-term contract beyond the initial 1 months; after that, you may cancel at any time as described below. If you do not cancel, the recurring billing will continue.

4.5 Payment Method: You must provide a valid payment method (e.g. credit/debit card or direct debit arrangement) when signing up. You authorize Stella (and any third-party payment processor acting on our behalf) to charge the Subscription Fee to your provided payment method on each Billing Cycle. It is your responsibility to ensure your payment details are accurate and up to date. If a payment fails (e.g. due to an expired card or insufficient funds), we will attempt to notify you and may retry the charge. Stella reserves the right to suspend or terminate your access to the Platform if timely payment is not received.

4.6 Changes to Fees: Stella may adjust the Subscription Fee for new or renewing membership periods from time to time. Fee changes will not affect your current paid-up period. We will provide existing Members with reasonable notice (e.g. by email or Platform notification) of any increase in the Subscription Fee before it applies to them. If you do not agree to a fee change, you may cancel your membership prior to the next Billing Cycle (after fulfilling any Minimum Term commitment). Continuing to use the Platform after a fee change takes effect constitutes your acceptance of the new price.

4.7 Taxes: All fees are stated in Australian Dollars and, unless stated otherwise, are inclusive of GST (Goods and Services Tax). If any other taxes or government charges apply to the Services, they will be charged in accordance with Australian tax law.

4.8 No Refunds (Change of Mind): Subscription Fees are generally non-refundable, except where required by law. Because the Platform delivers digital content and services immediately upon payment, you do not have an automatic right to cancel and receive a refund simply for changing your mind or not using the service. However, you may still be entitled to certain remedies (such as a partial refund or compensation) in cases of major failures of the service as defined under the Australian Consumer Law. Stella will comply with its obligations under the Competition and Consumer Act 2010 (Cth) and associated consumer laws – nothing in these Terms is intended to exclude any non-excludable rights you have under those laws.

4.9 Promotions or Free Trials: Stella may offer special promotions, discounts, or free trial periods for new Members from time to time. Such offers are subject to their specific terms. Eligibility for promotional offers may be limited (for example, one per person, new customers only, etc.). After any trial period ends, you will be charged the regular Subscription Fee unless you cancel before the trial ends.

4.10 No Fee Sharing in Opportunities: For clarity, aside from the Subscription Fee for the Platform, Stella does not take any cut of payments between you and any client or job you secure. All Gross Earnings from your gigs remain entirely yours. Any arrangement for payment for work you do (as a model/influencer) is strictly between you and the hiring party. Stella will not intermediate payments, collect earnings on your behalf, nor charge any commissions on such earnings.

5. Cancellation, Termination & Refund Policy

5.1 Cancellation by Member (After Minimum Term): After you have fulfilled the 1-month Minimum Term, you may cancel your STELLA StarPass membership at any time with notice to us. To cancel, you must send a cancellation request via email to us at stella@stellamgmt.com.au (or another designated contact method we provide). We may also, in the future, offer a self-service cancellation function via your account portal; if that is available, you can follow the prompts there. In any case, cancellation will take effect at the end of your current paid month – once you cancel, we will stop billing you going forward, but you will not receive a refund for the remaining days in the current billing cycle. You will retain access to the Platform until the end of the period you have paid for, after which your access will be revoked.

5.2 Early Cancellation (During Minimum Term): As a rule, early cancellation is not permitted during the initial 1-month term. If you attempt to cancel before the Minimum Term ends, we reserve the right to charge you for, or not refund, the remaining balance of the 1-month Subscription Fees. By signing up, you acknowledge that the six-month commitment is part of the agreed pricing and not a penalty. However, if you believe you have an extraordinary circumstance (for example, a serious unforeseeable hardship) that justifies early termination, please contact us – any exception to the Minimum Term requirement will be at Stella’s sole discretion (and may require supporting documentation).

5.3 Cancellation by Stella: We may terminate or suspend your membership with immediate effect by written notice (including email) to you if: (a) you materially breach these Terms (including non-payment of fees or serious misuse of the Platform) and do not promptly cure the breach (if curable) after we request it; or (b) we cease to offer the Platform or undergo a major business change (e.g. liquidation or merger necessitating closure of the service). In the event Stella terminates your membership through no fault of yours (e.g. discontinuing the service), we will provide a pro-rata refund for any portion of the Subscription Fee you have prepaid beyond the termination date. If termination is due to your breach or misconduct, you will not be entitled to any refund for the remaining period of your subscription.

5.4 Effect of Cancellation/Termination: Upon cancellation or termination of your membership, your right to access the members-only areas of the Platform will cease at the end of the paid period. Stella may immediately deactivate or delete your account and all associated data (except that we may retain certain information for record-keeping or legal compliance). You must discontinue any use of any confidential or members-only materials obtained through the Platform, and you must not represent yourself as an active Member of StarPass. Sections of these Terms that by their nature should survive termination (such as indemnities, disclaimers, and limitations of liability) will continue to apply.

5.5 No Agency or Representation on Cancellation: For clarity, terminating your STELLA StarPass membership does not terminate or affect any separate agreement you may have with Stella Management (the agency) or any other agency. Likewise, if you are also signed with Stella’s agency, cancelling your StarPass membership will not automatically sever your agency relationship (and vice versa); they are independent.

5.6 Rejoining: If you cancel, you may be permitted to re-subscribe to StarPass at a later date, but any promotional rates or legacy pricing you had may no longer be available. Rejoining may also be subject to Stella’s acceptance (especially if your membership was terminated for a breach previously).

6. Acceptable Use and Member Conduct

By using STELLA StarPass, you agree to adhere to the following code of conduct and acceptable use policies:

6.1 Lawful and Respectful Use: You will use the Platform only for lawful purposes and in a respectful manner. You must not:

  • Violate any applicable laws or regulations while using the Platform or pursuing opportunities (e.g. engage in unlawful discrimination or intellectual property infringement).

  • Post or transmit any content on the Platform that is illegal, harmful, abusive, harassing, defamatory, obscene, or otherwise objectionable (including content that is pornographic, exploits minors, incites violence, or promotes hate).

  • Harass, bully, or threaten other Members, Stella staff, or any third parties you come in contact with through Platform opportunities. Professionalism is expected in all communications.

6.2 No Misrepresentation: You agree not to misrepresent your identity, skills, or qualifications. Do not create a false profile or impersonate any other person or entity on the Platform. All information and portfolio materials you provide should be truthful and accurate to the best of your knowledge. You also must not falsely imply any endorsement or partnership between Stella and any third party without authorization.

6.3 No Unauthorised Commercial Use: The Platform is for your personal career development use. You must not exploit the Platform or any Content for commercial purposes not intended by Stella. For example, you should not resell access to the Platform, scrape or aggregate our content to create a competing service, or use information from the Platform to build any database or mailing list for commercial solicitation. You may not share Platform content or resources publicly (such as reposting members-only materials or training videos) without our consent, as these are proprietary to Stella and intended for your individual use.

6.4 No Platform Abuse: You must not attempt to interfere with the proper working of the Platform. This includes prohibitions on: introducing malware or harmful code; attempting to hack or bypass security or access controls; using bots or automated methods to use the site in abnormal ways; or any activity that imposes an unreasonable load on our infrastructure.

6.5 Account Sharing and Access: Each membership is meant for a single individual. You must not share your account credentials with anyone else or allow others to use your account. You are responsible for any activity under your account. If you have colleagues or friends interested in the Platform, they should sign up separately. Stella reserves the right to monitor for account sharing (for example, simultaneous logins from distant locations) and may suspend accounts suspected of being used by multiple people.

6.6 Confidentiality of Opportunities: If you receive casting call details or contact information for industry professionals via StarPass, you may be receiving information that is not publicly available. You agree to treat such information as confidential and use it only for your personal pursuit of the opportunity. Do not publish or share the specifics of casting notices, client contacts, or other non-public opportunity details with non-members. This is to respect the privacy of our industry partners and the integrity of opportunities provided.

6.7 Member Interactions: In the event the Platform enables communication between Members (for example, networking forums or group chats), you agree to engage courteously. Stella is not responsible for disputes between Members, but we reserve the right to intervene or take action (such as removing content or terminating accounts) if community guidelines are violated.

6.8 Monitoring and Enforcement: Stella may (but is not obligated to) monitor user activity and content on the Platform to ensure compliance with these Terms. We reserve the right to investigate any violation of the Terms or conduct that affects the Platform. We may remove any content or terminate/suspend any account at any time for violation of these Terms or for any behavior that we, in our sole discretion, deem harmful, unlawful, or inappropriate.

6.9 Reporting Misconduct: If you become aware of any misuse of the Platform or behavior that violates these Terms (whether directed at you or others), please report it to Stella at support@stellamgmt.com.au. We will handle reports with discretion and in accordance with our policies.

7. Intellectual Property Rights

7.1 Stella’s Content: All content and materials available on STELLA StarPass, including but not limited to text, graphics, logos, button icons, images, videos, tutorials, software, and databases, are the property of Stella (Navun Pty Ltd) or our licensors and are protected by copyright, trademark, and other intellectual property laws. Stella grants you a limited, non-transferable, non-exclusive license to access and use the Platform’s content for your personal, non-commercial use as a Member. You must not copy, reproduce, modify, distribute, publicly display, or create derivative works from any of the Platform’s content without our express written permission, except as allowed under applicable law (such as brief quotations under fair dealing provisions).

7.2 Trademarks: “STELLA StarPass” and associated logos, graphics, and service names are trademarks or trade dress of Navun Pty Ltd or its affiliates. You are not granted any right or license to use any trademarks by these Terms. All other product or company names mentioned on the Platform may be trademarks of their respective owners and are used for identification purposes only.

7.3 Member Content License: You retain ownership of any original content or materials (e.g., photographs, profile information) that you upload or provide on the Platform (“Member Content”). However, by providing Member Content, you grant Stella a worldwide, royalty-free, sub-licensable license to use, reproduce, display, and adapt your Member Content as necessary to provide the Platform services (for example, displaying your portfolio to prospective clients or within a talent directory, if applicable). This license is limited to those purposes and ends when you remove the content or terminate your account, except to the extent such content persists in backups or legal archives. You also agree that Stella may use anonymized or aggregated portions of your content (stripped of personal identifiers) for service improvement or marketing (e.g., showcasing general examples of profiles), in line with our Privacy Policy.

7.4 No Violation of IP Rights: You represent and warrant that any content you upload or use on the Platform does not infringe the intellectual property or privacy rights of any third party. Do not upload photos, videos, or materials that you do not have the right to use. If you use a photographer’s images in your portfolio, for example, you should have the rights or permission to do so. Stella may remove content that is alleged to infringe others’ rights and may terminate the accounts of repeat infringers. If you believe content on the Platform infringes your copyright or other IP rights, you may notify us via the contact information at the end of these Terms.

7.5 Feedback: If you provide Stella with any suggestions, ideas, or feedback about the Platform (“Feedback”), you agree that such Feedback is provided voluntarily and without any obligation of confidentiality. Stella is free to use, disclose, and implement Feedback for any purpose, without any compensation to you.

8. Third-Party Opportunities and Content

8.1 Third-Party Opportunities: Part of the STELLA StarPass service is curating and providing casting calls, job listings, collaborations, and other opportunities from third-party sources (brands, agencies, clients, casting directors, etc.). Stella strives to vet opportunities for relevance and quality, but we do not guarantee that every listing is current, valid, or suitable. Any engagement you pursue arising from the Platform is strictly between you and the third-party offering that opportunity. Stella is not a party to any contract or arrangement you may enter with a casting agent, client, or other entity as a result of an alert or listing from the Platform. We do not supervise or control the behavior of any third-party offering work, nor do we guarantee payment, working conditions, safety, or any other aspect of opportunities listed.

8.2 No Endorsement: A listing or alert provided on the Platform does not constitute an endorsement or recommendation by Stella of the third party or the opportunity. We provide information for your convenience, but you must use your own judgment and discretion to decide whether to pursue an opportunity. We encourage you to research and, if necessary, negotiate terms for any engagement just as you would if you found it elsewhere.

8.3 Third-Party Content & Links: The Platform may contain content, links, or references to third-party websites and services (for example, links to brand websites, photographer portfolios, or external job application forms). These are provided for informational purposes. Stella takes no responsibility for and assumes no liability for any third-party products, services, information, or websites, and your dealings with third parties are solely between you and them. If you leave our Platform via a link, you do so at your own risk, and you should review the terms and policies of any site you visit. Stella disclaims all liability for content on third-party sites linked from StarPass.

8.4 Communications with Third Parties: Any communications or transactions with third parties (such as responding to a casting call or negotiating a gig) are solely between you and that third party. Stella will typically not be involved in any correspondence or dispute between you and any outside party. If a third party contacts Stella about an issue or dispute involving you (for example, a claim that a Member failed to show up to a booked job or violated a non-disclosure agreement for a project), Stella is not liable for your actions. However, we reserve the right to take appropriate action on our Platform (such as suspending your account) if we determine that a Member’s conduct in a third-party engagement has violated these Terms or harmed Stella’s reputation.

8.5 No Guarantee of Opportunities: Stella does not guarantee that membership in StarPass will result in any minimum number of casting alerts or any job offers. The volume and type of opportunities available will vary based on industry demand and your profile. We make no promise that you will secure work or achieve any particular outcome by using the Platform. The Platform is a tool to assist you, but your career progress remains primarily up to you and factors outside our control (such as market conditions and third-party decisions).

9. Disclaimers and Limitations of Liability

9.1 No Talent Representation or Employment: Again, to avoid any doubt, Stella’s role through the StarPass Platform is purely to provide a service to you, not to represent you. Stella is not your employer, agent, manager, or legal representative, and no employment or partnership is created by your use of the Platform. You are responsible for complying with any obligations you may have as a self-employed individual or contractor in the course of pursuing opportunities. Because we do not direct or control any work you do for third parties, we are not responsible for any compensation, insurance, tax withholding, superannuation, or other employment-related matters – those are between you and the third party if and when you do a job.

9.2 Service Provided “As Is”: STELLA StarPass and all its features are provided on an “as is” and “as available” basis to the fullest extent permitted by law. Stella makes no warranty or representation that the Platform will meet your specific requirements, be uninterrupted, error-free, or secure at all times, or that the content provided (including third-party listings or educational materials) is accurate, complete, or up-to-date. All warranties, conditions and representations (express or implied) about the availability, accuracy, merchantability, fitness for a particular purpose, or non-infringement of the Platform are expressly disclaimed, except to the extent any warranty is legally incapable of exclusion. Use of the Platform is at your own risk. You acknowledge that internet-based services can suffer downtime and that Stella will not be liable for any inability to access the Platform or errors in content, to the extent allowed by law.

9.3 Limitation of Liability: To the maximum extent permitted by law, Stella (including our directors, officers, employees, and agents) will not be liable to you for any indirect, consequential, incidental, special, or exemplary damages, or for any loss of profit, opportunity, goodwill, or data arising out of or related to your use of the Platform or these Terms, even if we have been advised of the possibility of such damages. In no event shall our total cumulative liability to you exceed the amount of Subscription Fees paid by you to us in the preceding three (3) months (if any) or AU $100, whichever is greater. Where any law (such as the Australian Consumer Law) implies non-excludable warranties or provides non-excludable rights, we do not exclude those warranties/rights; instead, to the extent legally allowed, our liability for any breach of such warranty is limited (at our option) to either: (a) re-supplying the services to you; or (b) paying the cost of having the services re-supplied.

9.4 No Liability for Third-Party Acts: Stella is not liable for the acts or omissions of third parties, including those who post opportunities or hire you. We do not guarantee the behavior, genuineness, or reliability of any third party you may interact with through the Platform, and we are not responsible for any injury, loss, or damage you may suffer in the course of any engagement you undertake that originated from the Platform. For example, Stella is not liable if a client cancels a job, fails to pay you, or provides an unsatisfactory or unsafe working environment – those issues must be addressed with the third party, possibly under whatever contract you form with them.

9.5 Release: As a condition of membership, you agree that Stella will not be held responsible for any claims, demands, or damages of any kind arising out of or in connection with disputes between Members and third parties. You release Stella and its affiliates from any and all liability relating to such disputes.

9.6 Australian Consumer Law: Nothing in these Terms is intended to exclude, restrict or modify any guarantee, condition, warranty, right or remedy implied or imposed by the Australian Consumer Law or any other applicable law that cannot be lawfully excluded or limited. To the extent that any provision of these Terms would be void under Australian law, or to the extent that any applicable law prohibits a provision, then that provision shall be severed from these Terms to the minimum extent necessary and the remainder will remain in effect.

10. Indemnity

You agree to indemnify, defend and hold harmless Stella (Navun Pty Ltd) and its directors, officers, employees, agents and affiliates (“Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) that arise out of or relate to: (a) your breach of any provision of these Terms; (b) your misuse of the Platform or violation of any law or rights of a third party in the course of using the Platform; or (c) any claim from a third party that results from your actions (for example, claims by a client or other user against Stella due to something you did). This indemnification obligation includes, without limitation, any claims of personal injury, property damage, economic loss, or intellectual property infringement caused by you.

Your obligation to indemnify will continue even after your membership ends, surviving termination of these Terms. Stella reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (at your expense) and you agree to cooperate with our defense of such claim. You must not settle any claim affecting Stella without our prior written consent.

11. General Provisions

11.1 No Agency Services: For avoidance of doubt in light of Australian regulations, Stella does not provide “performer representation” or “employment agent” services through StarPass, and nothing in these Terms should be construed as such. We do not charge you any fee for the purpose of obtaining employment, and any fee we collect is solely for Platform access. If any provision of these Terms is ever interpreted to contradict this intent, that provision shall be read down or severed as necessary to maintain compliance with applicable laws (including the Entertainment Industry Act 2013 (NSW) and the Private Employment Agents (Code of Conduct) Regulation 2015 (QLD)).

11.2 Privacy: Your use of the Platform is also governed by our Privacy Policy (available on our website), which describes how we collect, use, and protect your personal information. By agreeing to these Terms, you also consent to our collection and use of your data as outlined in the Privacy Policy. In particular, note that basic information about you (such as your profile details) may be visible to others on the Platform or to third parties if you choose to pursue opportunities. We handle personal data in accordance with the Privacy Act 1988 (Cth) and applicable state privacy principles.

11.3 Amendments: Stella may update or amend these Terms from time to time. If we make material changes, we will notify Members by e-mail or via a prominent notice on the Platform. Updated Terms will have a new “Last Updated” date. Your continued use of the Platform after an update signifies your acceptance of the revised Terms. If you do not agree to the changes, you should cancel your membership before the changes take effect and stop using the Platform.

11.4 Assignment: Stella may assign or transfer its rights and obligations under these Terms (for example, in the event of a corporate reorganization or sale of the business) without your consent, provided that the assignment will not reduce any consumer rights. We will notify you of any such assignment. You may not assign or transfer your membership or any rights under these Terms to another person, as memberships are personal to you.

11.5 Entire Agreement: These Terms (together with the Privacy Policy and any additional guidelines or documents expressly incorporated by reference) constitute the entire agreement between you and Stella regarding the StarPass Platform. They supersede any prior or contemporaneous understandings or agreements (whether oral or written) relating to the subject matter. You acknowledge that you have not relied on any representation, warranty, or statement made by Stella or its representatives that is not expressly set out in these Terms.

11.6 Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, that provision will be severed or limited to the minimum extent necessary, and the remainder of the Terms will remain in full force and effect. Any invalid or unenforceable provision will be interpreted (or replaced with an appropriate provision) to best accomplish the original intent within the limits of applicable law.

11.7 No Waiver: No failure or delay by Stella in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right or any other provision. Any waiver by us of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Stella. Our single or partial exercise of a right does not prevent us from later enforcing that or any other right.

11.8 Governing Law: These Terms are governed by and shall be construed in accordance with the laws of the State of Victoria, Australia. You agree to submit to the exclusive jurisdiction of the courts of Victoria (and any courts of appeal therefrom) for the resolution of any disputes arising from or related to these Terms or the Platform. If you are a consumer and reside in Australia, you may also have rights to pursue claims in your state of residence under certain consumer protection laws, but in the absence of any such mandated venue, Victorian law and venue will apply.

11.9 Dispute Resolution: In the event of any dispute, claim or controversy arising out of or relating to these Terms or your use of the Platform, the parties agree to first attempt to resolve the matter in good faith through negotiation. You can contact us with your dispute and we will attempt to resolve it amicably. If we are unable to resolve the dispute within a reasonable time (e.g. 30 days), the parties may consider alternative methods such as mediation or arbitration in Victoria, Australia. Nothing in this clause prevents either party from seeking urgent injunctive relief from a court to prevent serious irreparable harm.

11.10 Contact Information: If you have any questions or concerns about these Terms or the STELLA StarPass services, please contact us at stella@stellamgmt.com.au. We will be happy to assist with clarifications.

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 and look forward to helping you shine in your career! ✨