THE SECRET SOCIETY TERMS & CONDITIONS
This Platform (defined below), whether accessed by app, website or in any other form, belongs to The Secret Society FZE, a company incorporated in the United Arab Emirates and having its registered address at Creative Tower, PO Box 4422, Fujairah, United Arab Emirates (“us”, “we”, “our” and “the Secret Society”). Your use of our Platform shall be governed by these terms and conditions (“Terms and Conditions”). It shall be your responsibility to review these Terms and Conditions on a regular basis as we reserve our right to change these Terms and Conditions at any time without prior notice to you. By continuing to use our Platform, you agree to these Terms and Conditions in full. You may not use and shall immediately discontinue your use of our Platform if you are not able to create a legally binding contract in accordance with applicable laws and/or if you do not agree to these Terms and Conditions in full.
“Platform” shall mean the platform we provide whereby you have access to the Secret Society, whether through our mobile application, through our website or through any other device through which you are able to access our platform. “Member” shall mean a social media influencer, socialite, celebrity, model, promotor, presenter or otherwise influential person accepted by the Secret Society and provided with an account for the purpose of being eligible to avail Promotions (defined below). “Service Provider” shall mean any designer, venue, events company, brand, service provider, owner of products or otherwise, accepted by the Secret Society to provide Promotions to be availed by Members. “Promotion” or “Promotions” shall mean any event, product, service or otherwise which the Service Provider wishes to be availed by a Member in accordance with these Terms and Conditions below. Third Party Terms and Conditions. Certain features of our Platform shall be subject to third party terms and conditions including but not limited to, the availing of services, products, the terms and conditions of venues or events, and the terms and conditions linked to Promotions of any kind. Members and Service Providers shall be subject to such terms and conditions as if such terms and conditions as been written herein, but such terms and conditions shall be in addition to these Terms and Conditions and not in substitution or exclusion of them. We only provide a Platform through which Members can have access to Promotions and Service Providers can offer such Promotions. We do not employ any Member, nor do we have any affiliation with any Service Provider and/or Promotion. The applicable Promotion shall be subject to the terms and conditions of the applicable Service Provider. It shall be the Member’s responsibility to inform themself of the Service Provider’s terms and conditions before agreeing to a Promotion and shall abide by such terms and conditions throughout the Promotion at all times. The Service Provider shall ensure that its terms and conditions are both lawful, reasonable and readily available. Terms and conditions may differ from Service Provider to Service Provider and again, may be amended without prior notice to you. Such terms and conditions shall form an integral part of these Terms and Conditions and any such third party and/or Service Provider shall have the right to enforce such terms and conditions against you.
License to Use. Subject to the rest of these Terms and Conditions, we hereby grant you a non-transferable, non-exclusive, revocable, limited license to use and access our Platform in accordance with these Terms and Conditions but reserve our right to revoke any or all of such authorizations at any time. Lawful Purposes. You agree to use our Platform for lawful purposes only and in a way that does not infringe on the rights of any third party or restrict or inhibit such third party, Member or Service Provider’s use and enjoyment of the same.
Certain Restrictions. The rights granted to you under these Terms and Conditions are subject to the following restrictions:
1.2.2 You may not and shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of our Platform or any of the content thereof;
1.2.3 You may not and shall not access our Platform in order to build a similar or competitive website or Platform, product, and/or service;
1.3.4 Except as expressly stated herein, no part of our Platform may be copied, modified, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to linked, framed, hyperlinked or deep-linked into any other website or platform, without our express written consent;
1.3.5. All copyright and other proprietary notices on our Platform (or on any content displayed thereon) must be retained on all copies thereof and the source clearly displayed; and
1.3.5 Unless otherwise indicated, any future release, update, or other addition to functionality of our Platform shall be subject to these Terms and Conditions. Modifications.
You should review these Terms and Conditions on a routine and periodic basis as we reserve our right, at any time and without prior notice to you, to amend or modify these Terms and Conditions, suspend or discontinue our Platform, the Promotions, or your use of the same. No Support, Maintenance, or Protection. You acknowledge and agree that we will have no obligation to provide you with any support or maintenance in connection with our Platform or your use thereof. We also cannot guarantee that there will be no viruses or other harmful code embedded in our Platform which could adversely affect the device you are accessing it from. It shall be your sole responsibility to ensure that your device is adequately protected against such threats. Term. These Terms and Conditions shall remain valid and apply at all times during your use of our Platform. Without limiting the generality of the foregoing, these Terms and Conditions (as many be amended from time to time) shall apply and shall continue to apply each and every time you register as a Member with us, inform us of a Promotion, avail a Promotion from a Service Provider, or otherwise access our Platform for any other reason or in any other way whatsoever.
2. SERVICE DESCRIPTION.
We provide an online Platform for Service Providers to have access to Members and Members to have access to Promotions whereby, a Service Provider will submit a request for a Promotion to the Secret Society and the Secret Society with action such request internally (from within its membership database). The Service Provider shall submit a request to the Secret Society for a Promotion through its account (explained in more detail in the following section) and the Secret Society shall confirm the Service Provider’s request to action it. It shall be at the Secret Society’s sole discretion which Promotions it actions and which it does not but mostly, requests shall be dealt with on a first-come-first-serve basis. We reserve the right to reject any request including but not limited to requests, which in our opinion, are unserviceable, inappropriate, would be harmful to our reputation or for any other reason whatsoever. Please also note that at certain times, during high volumes of requests, the Secret Society may not be able to action a request. Confirmation shall be given within 24 hours from the Service Provider making such request provided that clarifications may be requested before confirmation is given. When creating such request, certain details will need to be provided as prompted, such as date, time, and so on. Once the Secret Society accepts a request for a Promotion, it shall using its knowledge of Members and various Promotions, select Members it deems most appropriate for that particular Promotion and providing them details about the Promotion, request them to avail such Promotion. The Member shall either accept or reject the request. If and once confirmed, the Member shall be expected to show up on time, be dressed appropriately, behave appropriately and conduct himself/herself in a manner that a reasonable and respectful person representing the Secret Society in the same situation would be expected to do. The Member shall post about the Promotion on its social media accounts including but not limited to, Instagram. The feedback received from the Service Provider about a Member (explained in more detail in clause 3.4) shall include the provisions of this clause, which shall be a pre-condition and integral part of availing a Promotion.
3. CREATING AN ACCOUNT WITH US.
If you want the Secret Society to action requests for Members to have access to certain Promotions as a Service Provider or you want to become a Member and have access to Promotions, you will be required to create an account with us. Such requirements will be advised to you upon creating your account. Once the aforementioned information has been provided and you submit your request to create an account, your application to create an account must first be approved by the Secret Society. The Secret Society reserves the right to reject any application to create an account (suspend your membership and/or to delete your account at our sole discretion without any notice or having to provide reasons to you). Once your account has been approved, you will receive a confirmation email from us. Upon the successful creation of an account with us, you will be given a profile on our Platform. Your profile will have information about you which may include things like your profile picture, a link to your Instagram, your age, your email address, your phone number and any other information we deem necessary. We reserve the right to share such information as we see fit without exclusion and/or exception. Please also familiarize yourself with the provisions of clause 7.2 of these Terms and Conditions. You shall be responsible for ensuring the accuracy of the information you submit when creating an account with us. All information provided by you must be provided in good faith. Such information must be true and accurate in all material respects and not misleading as of the date such information is given. You should revise this information regularly to check that the information we have for you is correct. You may delete or update the information that you have saved with your account at any time. We may request supporting documentation and/or information to verify the information you have provided is correct and continues to be correct. We shall not be liable for any costs, expenses or liabilities incurred by you due to inaccurate information. All interactions between Members and Service Providers must remain appropriate and professional at all times. Service Providers shall be able to provide their feedback from Promotions by answering select questions after such Promotions have been availed. These questions may include things like timeliness, conduct at and during the Promotion, whether you posted about the Promotion on Instagram, what you posted and so on. The Service Provider may also be able to provide an overall comment on a Member. The more positive reviews a Member has, the more Promotions they will be eligible for. You shall procure that as a Service Provider, your Promotion and as a Member, your use of our Platform, availing of a Promotion and posting of such Promotion on your social media, shall at all times, (i) comply with applicable laws, rules and regulations, (ii) not infringe on any intellectual or proprietary rights of any third party, (iii) not promote, contain, or display information that is inaccurate, false or misleading in any way whatsoever, including but not limited to, impersonating or purporting to impersonate any other person, and (v) must not be offensive, illegal or inappropriate in any way, including but not limited to, displaying pornographic or sexually explicit material, whether as your profile picture or otherwise. You are responsible for keeping your login information secret and secure at all times. You hereby agree not to permit any other person to use your username and password and not to disclose or provide any other person your username, your password or any other information that may allow any other person to gain access to your account. You will remain responsible for all activity that occurs through or associated with your account. For the avoidance of any doubt, you may not use the account of anyone else or set-up more than one account for yourself (especially if your account has been suspended or deleted by us for any reason). We do not accept responsibility for any activity that occurs through your account. Should you have a complaint as a Member or as a Service Provider, you can submit such complaint or comment to us in writing at the email address provided at the end of these Terms and Conditions.
4. EXCLUSIONS OF LIABILITY.
The Member and the Service Provider agree that if a Member avails a Promotion, such Promotion shall be an agreement between that Member and that Service Provider. You are solely responsible for your Promotions as a Service Provider and your conduct as a Member at all times throughout your use of our Platform. We make no representations, guarantees or warranties with regards to a Member or Service Provider in any way whatsoever including but not limited to, the quality of the Promotions or conduct of a Member or Service Provider, the terms and conditions surrounding the availing of a Promotion, the accountability of a Member to attend a Promotion, nor that Promotions or Members will be available at all or any times throughout your use of our Platform. The Member and the Service Provider should exercise caution and common sense when interacting with each other and shall remain responsible for protecting themselves and their property at all times. Use of our Platform for prostitution in any way whatsoever shall be strictly prohibited. Without limiting the generality of the foregoing or following clauses, we reserve the right to suspend and block your access to our Platform shall we become aware that such acts are occurring. Our Platform shall be used to engage a Member to avail a Promotion in the ways described in these Terms and Conditions only. We do not condone the actions of any Member, nor the conduct of a Service Provider (or any third party for that matter). A Service Provider shall not put a Member in a situation where they are expected, encouraged or entrapped into providing any sexual acts in any way whatsoever and the Member shall not offer, encourage or promote such acts in any way whatsoever. If any Member or Service Provider is found to have breached the provisions of this clause, their access to our Platform shall be suspended and they may be reported to the police. Both the Members and the Service Providers are independent contractors and as such, we have no control over, nor do we accept any responsibility for them in any way whatsoever. You agree to indemnify and hold us (and our affiliates, officers, employees, and agents) harmless from any and all claims and demands (including reasonable costs and attorneys’ fees) arising out of (a) your use of our Platform and the Promotions, (b) your violation of these Terms and Conditions or any other terms or guidelines referred to herein (including third party or Service Provider terms and conditions), or (c) your violation of applicable laws and regulations. We reserve our right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to fully cooperate with us with regards thereto and not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. For the avoidance of doubt, we shall not be responsible in any way whatsoever, for any liability, cost, expense, loss or damage, including for property or person, whether by injury or otherwise, caused by a Service Provider, Member or any third party. You agree to indemnify and hold us harmless for any and all liability, damages, claims, costs, losses or expenses (including reasonable legal fees) incurred as a result of your action or inaction in relation to a Promotion or these Terms and Conditions, whether in the form of a suit, claim or similar action.
During your use of our Platform and for a period of one (1) year after the termination or expiration of these Terms and Conditions, you, as a Service Provider, shall not solicit any Member or directly or indirectly enter into any agreement or arrangement with any Member outside of our Platform. Without limiting the intents and purposes of this obligation, your further agree that should you engage or employ the services of another labour agency, person or service provider (“Agency”), you shall instruct such Agency not to enter into any arrangements with a Member. The Service Provider acknowledges that any breach or violation of your obligation under this clause shall cause the Secret Society to incur or suffer substantial losses and loss of business opportunities. For the avoidance of any doubt, subscription fees are strictly non-refundable including for a breach of this clause or otherwise. For the time you are a Member with us and for a period of twelve (12) months after your account has been deleted and you discontinue your use of our Platform, a Member shall not, whether directly or indirectly enter into any contract, arrangement or any other form of employment with any entity or third party in competition with the Secret Society or give advice to any person engaged, concerned or interested, or about to be engaged concerned or interested in a business that conducts or is planning to conduct business which competes or will compete with the Secret Society. A Members involvement, shall be exclusive to the Secret Society for all Promotions of the kind contemplated by these Terms and Conditions. Furthermore, the Member and the Service Provider agree that our Platform involves effectuating and consummating transactions between Members and Service Provider (“Transactions”). In consideration of the foregoing, the Member and the Service Provider agree and warrant that they shall not, directly or indirectly, interfere with, circumvent, attempt to circumvent, avoid or bypass the Secret Society from any Transactions between them, or obviate or interfere with the relationship between either of them or the Secret Society and its contacts for the purpose of gaining any benefit, whether such benefit is monetary or otherwise. The Member and the Service Provider undertake not to make use of any third party to circumvent this paragraph. We reserve our right to suspend any account or any person from accessing our Platform who has breached this clause and seek further remedies through legal measures.
We would like to remind you that we only provide a Platform whereby Members can have access to Promotions offered by Service Providers. The Promotion will be provided pursuant to the Service Provider’s terms and conditions, including but not limited to the Service Provider’s cancellation policy, payment terms, terms of liability etc. (as applicable). If you are a Service Provider, you will need to buy a subscription from us in order to submit Promotion requests to the Secret Society. The Service Provider shall have the option of purchasing and paying for their subscription on a monthly, bi-yearly or yearly basis at the prices provided with each payment option upon subscribing. Your first month is on us. That is how confident we are that you will love our Platform but after that, normal subscription rates will apply. Fees shall be non-refundable. Payments shall be made through a credit card the Service Provider registers with its account (via a secure connection provided by one of our third-party payment providers). Subscription payments shall be authorized to proceed automatically in accordance with the subscription payment package the Service Provider has chosen. If your credit card is expired or otherwise invalid and payment is not able to be made, you will not be able to accept a request for a booking until such time as payment has been successfully made. We reserve our right to delete any account which remains unused and unpaid for. Subscription payments are non-refundable however, you may cancel your subscription at any time upon written notice to us. No additional subscription payments shall be deducted from your credit card following such notice and your account shall be deleted.
7. INTELLECTUAL PROPERTY.
As between you and us, you acknowledge that any and all intellectual property rights, including copyrights, patents, trademarks and trade secrets (collectively “Intellectual Property”) in our Platform and its content are owned and shall be owned by us or any of our third-party suppliers (if and as applicable). Neither these Terms and Conditions (nor your access to or use of our Platform or the Promotions) shall transfer to you or any third party, any rights, title or interest in or to such Intellectual Property, except for the limited access rights expressly set forth in clause 1.3 above. We reserve all of our rights not granted in these Terms and Conditions and reserve the same for our third-party providers. For the avoidance of any doubt, there are no implied licenses granted under these Terms and Conditions or by your use of our Platform. While we do NOT claim any ownership or intellectual property rights in the content that you post on your Instagram or any other social media, by displaying or publishing (i.e. posting) any content from or related to a Promotion on or through your Instagram or any other social media, you hereby grant us a non-exclusive, fully paid and royalty-free, worldwide, unlimited license and right to use such content, publicly display, reproduce or modify such content, including without limitation distributing all or part of such content in any media form through any media channel, except content which is not shared publicly.
8. THIRD-PARTY LINKS & ADS; OTHER USERS.
Our Platform may contain links to third-party websites and services and/or display advertisements for third parties (collectively “Third-Party Links & Ads”). We do not review, approve, monitor, endorse, warrant, or make any representations with respect to any Third-Party Links & Ads found on or through our Platform and hereby expressly disclaim any and all liability in relation thereto. Access to Third-Party Links & Ads have been provided for your convenience only. Your use of any Third-Party Links & Ads shall be at your own risk. When accessing any Third-Party Links & Ads, additional terms and conditions are likely to apply, including but not limited to, the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with or any access to any Third-Party Links & Ads. Your interactions with other Platform users and/or third parties shall be solely between you and such other users and/or third parties. We will not accept responsibility for any loss, damage, cost, expense or other liability having occurred as a result of any such interactions, including but not limited to those between Members and Service Providers. If there is a dispute between you and any other Platform user (whether another Member or Service Provider) and/or third party, we are under no obligation to become involved or defend the same. Certain activities, whether legal or illegal, may be harmful to you and to others. For your own protection and for the protection of others, you may not at any time during your use of our Platform or the Promotions:
a. harass or abuse other users and/or third parties, whether by threatening, stalking, spamming, transmitting junk mail, chain mail and/or any other form of harassment and/or abuse;
b. violate the privacy of other users and/or third parties, either by infringing applicable privacy laws, soliciting personally identifiable information for the purposes of harassment, exploitation, commercial activities, promotional activities, or any other reason which is contrary to the reason such information was;
c. unfairly interfere with any other user or third party’s uninterrupted use and enjoyment of the Promotions and/or our Platform;
d. upload or transmits viruses or other harmful, disruptive or destructive files; or
e. disrupt, interfere with, or otherwise harm or violate the security of our Platform, system resources, accounts, passwords, servers or networks connected to or accessible through our Platform.
You hereby release and forever discharge us and our affiliates, officers, employees, agents, successors and assigns (as applicable) from and against each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind (including personal injuries, death, and property damage) that has arisen or arises directly or indirectly, in whole or in part, out of your use of our Platform (including any and all interactions with, or act or omission of, other Platform users and/or Third-Party Links & Ads).
Our Platform and all of the information hereon, is provided on a strictly “as is” basis. We expressly disclaim any and all warranties and conditions of any kind, whether express, implied or statutory, including without limitation, warranties and conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy and non-infringement. We make no warranty that our Platform, the Promotions or any service or aspect otherwise related to it, will meet your requirements and/or expectations, will be available on an uninterrupted, timely, secure and error-free basis, or that our Platform will be accurate, reliable, free of viruses or without other harmful code, complete, legal or safe at all or any times. If applicable law requires any warranties with respect to our Platform and/or the Promotions to be given, all such warranties are limited in nature and duration to the minimum requirements imposed on us by law.
10. LIMITATION ON LIABILITY. To the maximum extent permitted by applicable laws, in no event will we accept any liability to you or any third party for any sickness, damage, theft or loss to property of any kind, loss of profits, loss of data, costs of procurement of substitute services, or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or in relation to these Terms and Conditions and/or your use, or inability to use, our Platform and/or the Promotions. Access to, and your use of our Platform and/or availing of a Promotion, shall be strictly at your own risk. By accessing our Platform, you accept sole responsibility for any damage to your person, your belongings, and/or the device you are accessing our Platform from and/or any loss resulting therefrom. To the maximum extent permitted by law and notwithstanding anything herein to the contrary, our maximum liability arising from or in relation to these Terms and Conditions, your use of our Platform (for any cause whatsoever and in any form of action), shall be limited to fifty USD ($50.00) or the value of your membership, whichever is higher. The existence of more than one claim will not enlarge this limit as it shall be in the aggregate. You agree that third parties shall have no liability of any kind arising from or relating to these Terms and Conditions. We will not be liable to you for any breach of these Terms and Conditions caused by any event beyond our reasonable control including but not limited to, acts of God, accidents, acts, restrictions, regulations, bye-laws, decrees or laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority etc. These Terms and Conditions shall not affect your legal rights whether under any mandatory consumer protection laws, which cannot be excluded or limited by applicable law.
11. TERM AND TERMINATION.
Subject to this clause, these Terms and Conditions will remain in full force and effect for the entire time that you use our Platform, avail a Promotion or have an account with us. We may suspend or terminate your rights to use our Platform at any time for any reason at our sole discretion. Upon termination of your rights under these Terms and Conditions, any account you may have with us and any right to access our Platform shall be terminated immediately. We shall not be liable in any way whatsoever for any termination of your rights under these Terms and Conditions. Even after your rights under these Terms and Conditions have been terminated, the following provisions of these Terms and Conditions will remain in effect and shall be fully enforceable against you under law: clauses 1, 4, 5, 7, 8, 9, 10, 11 12 and 13.
12. GOVERNING LAW AND DISPUTE RESOLUTION.
These Terms and Conditions shall be governed and construed in accordance with the laws of England for the time being in force. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with these Terms and Conditions shall be amicably resolved between us within ninety (90) days from the date thereof. Failure to reach amicable settlement shall cause the dispute to be referred to and finally settled by the Dubai International Financial Centre (“DIFC”) courts.