End User License Agreement (“EULA”)
Your access to and use of the Site and Platform is subject to the terms of this EULA. By using the Site or Platform, You
have accepted and agreed to this EULA. PLEASE READ THIS EULA CAREFULLY BEFORE USING THE SITE OR PLATFORM.
We may amend this EULA at any time at Our discretion. Please review the EULA periodically as Your continued use of the
Platform indicates Your agreement to any changes made. Any amended terms of the EULA shall automatically be effective
from the time and date of publication (unless otherwise stated). If You do not agree with such amendments, You must cease
to use the Platform.
1. DEFINITIONS & INTERPRETATION
1.1 Definitions
In this EULA unless inconsistent with the context or subject matter:
(a) “Content” includes any material, text, information, graphs, pictures, tools, sound, graphics, video and
other data forming part of or contained in the Site and Platform from time to time whether in written
form or otherwise;
(b) "Fee" means the fee payable to access the Platform as set out on the Site from time to time which
may be paid by You or on Your behalf;
(c) “Intellectual Property” means all intellectual and industrial property rights, including without
limitation inventions, patents, copyright, rights in circuit layouts, designs, trade marks, brand names,
product names, domains, know-how, source code, processes, concepts in the Platform including the
Content, the name “CONTENT MONARCHY” and other proprietary rights and any right to have
information kept confidential and any application or right to apply for registration of any of the these
rights throughout the world whether registered or unregistered and whether developed before or
after the date of this EULA but excludes any User Information;
(d) “Loss” means any loss, liability, cost, charge, expense, tax or damage of any nature whatsoever,
including lost profits, loss of goodwill, loss of business, loss of production, loss of life and any other
special, incidental, exemplary, compensatory or consequential damages, losses, expenses, or lost or
stolen Platforms or other data production stoppage, or consequential or indirect loss or damage
howsoever arising or caused, including, without limitation, negligence, tort, contract or statute;
(e) “Platform” means the online platform provided by Us which offers social media content creation and
automation and includes the Content;
(f) “Site” means the website and all Content at any domain owned by Us including
www.ContentMonarchy.com.au;
(g) “Subscriber” means a person who properly subscribes and pays for access to the Platform;
(h) “Related Entity” has the meaning given to it in section 9 of the Corporations Act 2001 (Cth);
(i) "Term" means the period of 12 months commencing on the date you become a Subscriber unless
terminated earlier in accordance with this EULA and includes any renewed term;
(j) “User Information” means any information (including Your name, address, company or business name,
telephone number, email address, postal address and applicable billing information) or documents
supplied to Us or the Platform by You;
(k) “You” and “Your” means any person who uses the Site or Platform or any part of it, for any purpose
whatsoever.
1.2 Interpretation
In this EULA, unless inconsistent with the context or subject matter:
(a) a reference to a person includes any other legal entity;
(b) a reference to a legal entity includes a person;
(c) words importing the singular number include the plural number;
(d) words importing the plural number include the singularnumber;
(e) the masculine gender must be read as also importing the feminine or neutergender;
(f) a reference to a party includes the party's heirs, executors, successors and permitted assigns;
(g) headings are for reference purposes only and must not be used in interpretation, with the exception
of where a subheading of User is used, in which case clauses under that subheading relate to the party
referred to in thesubheading;
(h) where any word or phrase is given a defined meaning any other part of speech or other grammatical
form concerning the word or phrase has a correspondingmeaning;
(i) a reference to a statute includes all regulations and subordinate legislation and amendments;
(j) references to writing include any mode of representing or reproducing words in tangible and
permanently visible form, and includes e-mail andfax;
(k) a reference to a monetary amount is a reference to an Australian dollar amount (unless otherwise
specified);
(l) an obligation of two or more parties binds them jointly and each of themseverally;
(m) an obligation incurred in favour of two or more parties is enforceable by them severally;
(n) references to time are to local time in Queensland;
(o) where time is to be reckoned from a day or event, the day or the day of the event must be excluded;
(p) a reference to a business day means any day on which trading banks are open for business in
Queensland;
(q) if any time period specified in this agreement expires on a day which is not a business day, the period
shall expire at the end of the next business day;
(r) a reference to a month means a calendar month; and
(s) a reference to data includesmetadata.
2. GENERAL ACCESS
2.1 We grant to You a non-exclusive, non-assignable licence to use the Site in accordance with its normal and
intended functionality and for personal use only and strictly in accordance with this EULA and any Policy.
2.2 You acknowledge and agree with Us that You will not, as a result of being granted a non- exclusive licence,
acquire any rights (including without limitation intellectual property or other intangible rights) in the Site,
Content or any part of it, other than the non-exclusive rights granted in accordance with this EULA.
2.3 The non-exclusive licence does not include the right to use any data mining robots or other extraction tools and
does not permit You to metatag or mirror the Site without our prior written permission.
2.4 Any use of the Site or Platform notspecifically permitted, designed or intended isstrictly prohibited.
2.5 In order to use the Site, You require the equipment and connections necessary to access the World Wide Web.
You are responsiblefor:
(a) the provision of any such connection or access to the World WideWeb;
(b) the payment of any fees associated with such connection or access (such as those charged by an
internet service provider or other online service); and
(c) the provision of all equipment necessary for You to make any such connection to the World Wide
Web, including a computer and amodem.
2.6 If You access or use the Site or the Platform on behalf of a company or other entity, You represent that You have
authority to bind such entity to this EULA and that it is fully binding on it. In such case, the term “You” will refer
to You personally and such entity jointly and severally. If You do not have authority, You may not access or use
the Site or the Platform.
3. SUBSCRIPTION
3.1 To become a Subscriber, you must, at any time, request an annual subscription in accordance with the
instructions on the Site or as otherwise advised by Us and pay the Fee for the first year.
3.2 Accessing or using the as a Subscriber is personal and is limited to the individual Subscriber. Disclosure of
Subscriber password or the Platform or any Content to any third party is prohibited.
3.3 Upon expiry of the 12 month subscription term, the Subscriber will be offered an opportunity to pay the then
current Fee to renew and extend access to and use of the Platform for a further 12 month term and in
accordance with the then current EULA.
4. FEES
4.1 You acknowledge that access to the Platform issubjecttopayment of the required Fee as notified by Us from time
to time.
4.2 The Fee is payable monthly or annually, at your choice, commencing on the date you become a Subscriber for
the duration of the Term and any renewed term.
4.3 Payment of all amounts must be made in the time and manner directed by Us from time to time. All amounts
are quoted in Australian dollars and are inclusive of GST and other applicable taxes, except where otherwise
stated.
4.4 If You subscribe for access to and use of the Platform, You agree as follows:
(a) You agree to pay, using a valid credit card (or other form of payment which we may accept from time
to time), the Fee and all applicable amounts as set out in these terms and on the Site;
(b) We reserve the right to increase the Fee, or to institute new charges or fees at any time, upon advance
notice communicated to You through a posting on the Site or such other means as we may deem
appropriate from time to time (including email or conventional mail);
(c) In the event a Fee payment is not made we may, but are not obliged to, notify You through Your email
or phone contact details. We reserve the right to discontinue or terminate Your use of or access to the
Platform in the event of non-payment;
(d) You allow us to share Your User Information with third parties for the purpose of verifying the
information You provide and billing Your credit card or otherwise charging You;
(e) If You provide any User Information that is untrue, inaccurate, or incomplete, or We have reasonable
grounds to suspect that such is the case, We reserve the right to suspend or terminate Your
subscription and refuse any and all current or future use and/or access by You of any of the Platform;
(f) You are responsible for any fees or charges incurred as a result of You making a payment in a currency
other than Australian dollars or making a payment from a bank, financial institution or other business
or digital platform which uses a currency other than Australian dollars;
(g) Except for any statutory rights which are unaffected, You agree that all Fee payments are nonrefundable.
4.5 If any amount is not paid by the nominated due date:
(a) access by You may be suspended;
(b) You must pay interest on any unpaid outstanding amount calculated at the daily rate of 15% per annum
from the due date for payment untilthe date payment is received by Us; and
(c) the unpaid Fee and interest may be recovered by Us as liquidateddamages.
5. FREE TRIAL
5.1 The Platform comes with a 30-day free trial period. The free trial is a demonstration of the Platform’s capabilities
for a limited time. The terms of this EULA apply to any trial period. However, some functionality may not be
available as these may require set-up and validation procedures to be completed by the parties.
5.2 Upon expiry of any free trial period, you must pay our Fees in full in accordance with the terms, in order to
access the Platform and any User Information you have uploaded to it.
6. USER INFORMATION
6.1 You must be over the age of 18 at the time of requesting an annual subscription. In order to subscribe you will
be prompted to provide your User Information including Your legal name, address, email address and applicable
billing information (e.g., credit card number and expiration date). The Site will also collect Your’s IP address.
6.2 You warrant that all User Information You provide;
(a) Is up to date, accurate and complete; and
(b) Is not false or misleading.
6.3 You grant to Us an irrevocable, worldwide, royalty-free licence and right to store, use, reproduce, modify, adapt,
publish, translate and create derivative works of and from any User Information or parts of it for purposes
consistent with Our business including for providing Our services, identifying trends and insights, industry
research or commercialisation.
6.4 If applicable, so that we can provide the Platform on an ongoing basis You are responsible for ensuring that we
hold your current, accurate and complete contact and billing details at all times. Any changes to You contact or
billing details must be notified to us as soon as possible
7. YOUR OBLIGATIONS
7.1 You must comply with all clauses of this EULA and all other terms and policies incorporated by reference.
You must also comply with all applicable domestic (including common law) and international laws, statutes,
ordinances and regulations regarding Your use of the Platform.
7.2 Your accessto and use of the Site, the Platform, and any User Information, must not:
(a) be false, inaccurate or misleading;
(b) be fraudulent or deceptive;
(c) impersonate or otherwise misrepresent Your identity or affiliation with any other person or entity;
(d) infringe any third party’s copyright, patent, trade mark, design, trade secret, intellectual property or
other proprietary rights or rights of publicity or privacy;
(e) violate any applicable law, statute, ordinance or regulation (including those governing consumer
protection, unfair competition, criminal law, antidiscrimination or trade practices law such as the
Competition and Consumer Act 2010 (Cth));
(f) be defamatory, trade libellous, unlawfully discriminatory, threatening orharassing;
(g) be obscene, pornographic or indecent or contain adult material or vulgar, profane,
discriminatory, offensive or racist language;
(h) contain comments of a religious, political or social nature;
(i) contain any viruses, trojan horses, worms,time bombs,trap doors, back doors,spiders, robots, screen
scrapers, data aggregation tools or other computer programming routines that may or are intended
to damage, modify, delete, interfere with, surreptitious intercept, access without authority or
expropriate any system, data or personal information or otherwise affect the integrity, operation or
security of the Site;
(j) interfere with or disrupt the Platform or servers or networks connected to the Site, or disobey any
requirements, procedures, policies, or regulations of networks connected to the Site;
(k) create liability for Us or cause Us to lose (in whole or in part) the Platform of Our internet service
provider, other Users or other suppliers;
(l) damage the credibility or integrity of the Platform or Us;
(m) breach or violate any policy or law;
(n) link directly or indirectly to or include anything that:
(i) You do not have a right to link to or include;
(ii) could cause Us to violate any applicable law, statute, ordinance or regulation.
7.3 You acknowledge and agree that You must not:
(a) commit or permit any act which may interfere with the access to or use of the Site or the Platform
by any other user;
(b) use the Site to send junk, obscene, indecent, offensive or threatening electronic mail or electronic mail
in contravention of the Spam Act 2003 or any similar legislation to any person or company;
(c) attempt to gain unauthorised access to the Platform or computer systems or networks connected to
the Site or any Platform through anymeans;
(d) tamper with, hinder the operation of or make unauthorised modifications to the Site, the Platform or
any part thereof;
(e) damage or modify the Platform or any part thereof;
(f) reverse engineer, decompile or disassemble the Site, the Platform or any part thereof;
(g) copy, republish, frame, download, transmit, rent, lease, loan, sell, distribute, licence or sublicense the
Site, the Platform or any part thereof; or
(h) modify, alter, adapt, disassemble, reverse engineer, decompile or amend any Content or any part
thereof in any way
8. PRIVACY
8.1 All personal information that We process on the Site or through the Platform or through email or any other
means will be managed and used in accordance with our Privacy Policy.
8.2 You acknowledge that;
(a) You authorise Us to use, store or otherwise process any User Information to the extent reasonably
necessary for the provision of any Platform to You.
(b) By accepting this EULA, You agree to the processing anddisclosure of Your Information for the purpose
of Us providing thePlatform.
8.3 We also receive data from or about the computer, mobile phone, or other device You use to access the Site and
the Platform. This may include network and communication information, such as Your IP address or mobile
phone number, and other information about things like Your internet service, operating system, location, the
type (including identifiers) of the device or browser You use, or the pages Youvisit.
9. COOKIES
9.1 "Cookies" (small text files placed on your computer when you first visit our website) may be used on some parts
of our Site and Platform. Most browsers now recognise when a cookie is offered and permit you to refuse or
accept it. If you are not sure whether your browser has this capability, you should check with the Platform
manufacturer, your company's technology help desk or your internet service provider.
9.2 Cookies are primarily used to enhance your online experience and are not used to track the navigational habits
of identified visitors, unless we obtain your permission to do so. If you visit our Site or Platform to read or
download content, much of the information we do collect via cookies is statistical only (for example the domain
from which you access the internet, the date and time you access our site, and the internet address of the
website from which you linked directly to our site) and is not personally identifiable. We use this information
about the number of visitors and their use of the sites in aggregate form to make our site more useful and
attractive to users
10. NATURE OF PLATFORM AND PLATFORM
10.1 We strive to ensure that our Content and Platform are described as accurately as possible, however We do not
warrant that the description is accurate. Where We become aware of any misdescription, error or omission, We
reserve the right to correct it. Images have been provided for illustrative purposes only.
10.2 We are not responsible under any circumstances, including negligence, for any errors or omissions, or for the
results obtained from the use of the Platform. In no event will We or any Related Entity, officers, directors,
agents, employees, consultants or contractors be liable to You or any third party for any decision made or action
taken or omission in reliance on the Platform provided or for any Loss, even if advised of the possibility of such
damages.
10.3 We have exercised Our best efforts and judgement in developing the Platform and compiling the information
on the Site and in the Platform to ensure the information is correct, current and complete, however You
acknowledge that:
(a) Your accesses the Site and Platform at its own risk;
(b) the Site and Platform are provided for information and general guidance purposes only and do not
constitute professional advice; and
(c) the Site and Platform may suggest, prepare, schedule or post data differently and is not guaranteed to
meet or satisfy specific or third party requirements.
10.4 WITHOUT LIMITING ANY OTHER CLAUSE, TO THE EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED
WITH NO GUARANTEE OF COMPLETENESS, ACCURACY, TIMELINESS OR OF THE RESULTS OBTAINED FROM THE
USE OF IT, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO
WARRANTIES OF PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
11. INTELLECTUAL PROPERTY
11.1 The Platform and all parts thereof, including the Content, are protected by copyright and other proprietary rights
and remain the property of Us or, where applicable, our respective licensors.
11.2 You acknowledge and agree that We own or licence the Intellectual Property and that no right, title or interest
in any of the Intellectual Property is transferred or granted to You other than the limited licence rights granted
expressly by this EULA.
11.3 You must not at any time assert any right to or over such Intellectual Property or take, appropriate, or represent
any or all such Intellectual Property as Your own.
11.4 You undertake not to take or permit or omit any action which would ormight:
(a) invalidate or put in dispute Our title in the Intellectual Property or any part ofit;
(b) oppose any application for registration or invalidate any registration of the Intellectual Property or
any part of it;
(c) support any application to remove or undo Our title in the Intellectual Property or any part of it; or
(d) assist any other person directly or indirectly in any of the above.
11.5 The parties agree that any intellectual or industrial rights in any additional or further or new works, material or
information created, formulated or discovered during or after Your use of or access to the Platform, excluding
Your User Information, will be the sole and exclusive property of Us and You will promptly sign all documents
and do all things necessary to register, vest or transfer any interest or ownership in such additional or further
intellectual property rights to Us.
11.6 Without limitation, the "Content Monarchy" logo and name areowned by Us, and may not be used as part of Your
business or in connection with any goods or services without Our prior written consent which shall be given,
given with conditions or withheld at Our absolute discretion.
11.7 You acknowledge and agree that You will not copy, reproduce, alter, modify, create derivative works, or publicly
display the Platform, Site, or any part of it unless with the prior written permission from Us or the appropriate
third party authorised to grant such permission and when doing so You must acknowledge Us and, for electronic
uses, include a link to OurSite.
11.8 We may at Our sole and absolute discretion refuse or remove any Content or User Information from the Site.
12. LINKS AND ADVERTISING
12.1 The Site may contain links to third party websites. Those websites are not under Our control and We are not
responsible for the content of the links contained in those websites or any webcasting or other transmission
received from any such websites. Neither Us nor any Related Entity or Our officers, directors, employees or
agents recommend or endorse the content of any third party websites which may be linked to or from the Site,
or goods or Platform of any third party organisations mentioned or described on this Site or linked to or from the
Site. You acknowledge that You enter any third party websites at Your ownrisk.
12.2 The Site may contain advertisements for third parties' goods and/or Platform. The third party advertisers are
responsible for the accuracy of all representations made in those advertisements. Neither Us nor any Related
Entity or Our officers, directors, employees or agents recommend or endorse the goods or Platform that may be
advertised on the Site, nor do they offer the goods or Platform for sale or make any other representation
whatsoever about them. If You choose to order a good or service advertised by a third party on the Site, You do
so at Your own risk.
12.3 You must not link the Site from any other website not owned or operated by Us without Our prior written
consent.
13. UPGRADES
13.1 Upgrades and updates may be made to the Site or the Platform from time to time by Us or our contractors. Such
upgrades or updates may occur automatically and remotely with or without prior warning. We will endeavour to
provide 24 hours prior warning where possible.
13.2 You acknowledge and agree that this EULA apply to updates, supplements, add on components, or internet based
Platform or components of the Site or Platform together with any other terms along with the update,
supplement, add on component or internet-based Platform or components which We provide.
13.3 We reserve the right to discontinue the Platform at any time and for any reason.
14. GENERAL MAINTENANCE AND TECHNICAL SUPPORT
14.1 Subscription for the Platform includes maintenance and updates to the Platform to the extent necessary as a
result of fair wear and tear.
14.2 Subscription for the Platform includes limited technical support by phone or email. You acknowledge that such
support may not be live and is not provided with any minimum response period or service level. No minimum
service levels are offered or agreed.
14.3 We will endeavour to carry out any non-urgent support Platform, upgrades, updates, supplements, add on
components, or other internet-based Platform or components outside of usual business hours. We will provide
reasonable notification of any anticipated downtime
15. BREACH AND TERMINATION
15.1 Without limiting other remedies available to Us at law, in equity or under this EULA or otherwise, We may, in
Our sole discretion, immediately issue a warning, temporarily suspend, indefinitely suspend or terminate Your
Subscriber access to the Site or Platform or any part of them and/or refuse to provide the Platform, or any part
of them, to You (including preventing You from accessing the Site) if:
(a) The Fee is not paid as and when required;
(b) You breach this EULA or any Policy or the terms and policies those documents incorporated by
reference, including as to payment, and fail to remedy the breach within 2 business days of Our notice
to do so; or
(c) You use or attempt to use or allowthe use ofthe Platformfor any purpose inconsistent with this EULA;
(d) We are unable to verify or authenticate Your User Information; or
(e) We believe that Your actions may cause legal liability for You, other You or Us; or
(f) In Our sole opinion, Your conduct, acts or omissions threaten, interfere or impact upon the integrity
or credibility of the Platform or any part of them (or the operation thereof) or Us; or
(g) We suspect that You (by conviction, settlement, insurance or escrow investigation, or otherwise in
Our sole discretion) have engaged in fraudulent or deceptive activity in connection with Our Site.
15.2 We may immediately terminate Your Subscriber access to or use of the Platform in the event of:
(a) unexpected technical or security issues or problems; and/or
(b) prolonged force majeure.
15.3 In addition to any other rights either party may, by 1 months' written notice to the other, terminate Your
Subscriber accessto the Platform. Any amounts paid in advance will be refunded atOur discretion.
16. EFFECT OF EXPIRY OR TERMINATION
16.1 On expiry or termination of Your Subscriber access to the Platform:
(a) We will cease to provide access to and use of the Platform;
(b) You must destroy all evidence of any usernames, passwords, internet protocol addresses and other
like matters;
(c) all payments previously made by, or on behalf of You, remain the property of Us and no party may
make any claim in respect of suchpayments;
(d) We may, but are not obliged to, delete all User Information which is held in the Site or Platform or
otherwise in Our records.
16.2 You agree that all terminations for cause shall be made in Our sole discretion and that We shall not be liable to
You or any third party for any termination of Your account or access to the Platform or loss of User Information.
16.3 Any rights which may have accrued to either party shall be unaffected.
16.4 All rights contained in this EULA which are capable of doing so shall survive the expiration or termination of this
EULA.
17. WARRANTIES AND DISCLAIMERS
17.1 We provide the Platform, Platform, Site and Content on an “as is” basis and without any warranties,
representations, or conditions of any kind, whether express, implied or statutory, to the extent permitted by
law.
17.2 To the extent permitted by law:
(a) We specifically disclaim any implied warranties including in relation to title, merchantability, fitness
for a particular purpose andnon-infringement;
(b) We do not guarantee continuous, uninterrupted or secure access to the Platform, Platform, Site,
Content or User Information, and You acknowledge that operation of the Platform may be interfered
with by numerous factors outside Our control including without limitation operator error, provision
of incorrect User Information, power failures, malicious interference, any downtime or interferences
of the network provider or any other third party provider or contractor or other lack of coverage of the
network used for the purpose of providing the Platform;
(c) We make no representations or warranties of any kind, express or implied that:
(i) the Site or Platform will provide any function for which it is not specifically designed;
(ii) the Site or Platform will provide any minimum level of performance;
(iii) the Site or Platform will meet Your needs or requirements;
(iv) the Site or Platform will be virus free or free of performance anomalies or be operational
without interruption;
(v) use of the Site or Platform will result in any particular outcome or benefit;
(vi) Your access to or use of the Site or Platform, (including any related or linked
websites), will be uninterrupted, timely, secure or error-free;
(vii) the Site or Platform will be free of inaccuracies or typographicalerrors; or
(viii) any errors will be corrected.
17.3 You warrant that You have not relied upon any representations, warranties or conditions offered or made by or
on behalf of Us except to the extent expressly set out in this EULA.
17.4 You warrant and acknowledge to Us that as at the date of this EULA and for the duration of this EULA:
(a) You Were not relying on any representation made by Us;
(b) You have the legal right and power to enter into this EULA;
(c) Your acceptance and performance of this EULA has been duly and validly authorised by any necessary
corporateaction;
(d) this EULA are valid and binding on You, enforceable in accordance with their terms;
(e) You are notinsolvent and no controller has been appointed over any partof Your assets;
(f) You are not bankrupt or in liquidation or administration and no proceedings have been brought or
threatened for the purpose of bankrupting or winding You up.
18. LIMITATION OF LIABILITY
18.1 In no event shall We or any Related Entity, officers, directors, employees agents, contractors or suppliers be
liable for any Loss arising out of or in connection with:
(a) The Platform;
(b) Our Site;
(c) any failure or performance, error, omission, interruption, defect, delay in operation or transmission;
or
(d) line orsystem failure or the introduction of a computer virus or other technicalsabotage;
even if We are advised of the possibility or likelihood of such Loss.
18.2 WHERE THE LAWS OF ANY COUNTRY OR STATE IN WHICH THIS EULA ARE EFFECTIVE IMPLIES INTO THIS EULA
ANY TERM, CONDITION OR WARRANTY, AND THOSE LAWS AVOID OR PROHIBIT PROVISIONS IN A CONTRACT
EXCLUDING OR MODIFYING THEM, THEN THE TERM, CONDITION OR WARRANTY SHALL BE DEEMED TO BE
INCLUDED IN THIS EULA PROVIDED THAT THE LIABILITY OF US, ANY RELATED ENTITY AND OUR OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS FOR A BREACH OF ANY SUCH TERM, CONDITION OR WARRANTY,
INCLUDING ANY LOSS WHICH YOU MAY SUSTAIN SHALL BE LIMITED, AT OUR OPTION, TO:
(a) IN THE CASE OF OUR PLATFORM, THE SUPPLY OF THE PLATFORM AGAIN, OR THE PAYMENT OF
HAVING THE PLATFORM RESUPPLIED;
(b) IN ANY OTHER CASE, THE LESSER OF THE TOTAL FEES YOU PAY TOUS IN THE 12 MONTHS PRIOR TO THE
ACTION GIVING RISE TO LIABILITY AND AU$100.00.
18.3 The limitation and exclusion of liability in this clause applies whether the liability claim is based on breach of
contract, under a warranty or an indemnity, tort (including negligence), under statute, in equity or otherwise
19. RELEASE
19.1 YOU RELEASE US AND ANY RELATED ENTITY AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTSORRELATED
BODIES CORPORATE FROM ITS LIABILITY FOR ANY LOSS ARISING OUT OF THE USE OR INABILITY TO USE OR
RELIANCE ON THE MATERIAL OR INFORMATION AVAILABLE ON OR ACCESSIBLE THROUGH THE SITE, EVEN IF
WE HAVE BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES AND WHETHER OR NOT CAUSED BY ANY
NEGLIGENT ACT OR OMISSION.
19.2 Without limiting this EULA, You release us from any Loss arising from the use of, or reliance on, the Platform,
whether or not caused by any negligent act or omission including but not limited to:-
(a) Your reliance on the Site or Platform;
(b) other users' content, actions or inactions;
(c) loss of use, data or profits on any theory of liability arising out of or in connection with the use of or
the inability to use the Site or Platform or any part of them;
(d) the statements or actions of any employee or agent of Ours;
(e) information, data or other material provided to You by Us;
(f) any unauthorised access to or alteration of Your transmissions or data including User Information;
(g) any information that is sent or received or not sent or received;
(h) any failure to store or loss of data or files or other content;
(i) Your fraudulent, negligent or otherwise unlawful behaviour;
(j) the posting of any unlawful, threatening, abusive, defamatory, obscene or indecent information, or
material of any kind which violates or infringes upon the rights of any other person, including without
limitation any transmissions that encourage or represent conduct that would constitute a criminal
offense, give rise to civil liability or otherwise violate any applicable law
20. INDEMNITY
20.1 You agree to indemnify and hold Us and any Related Entity, and Our officers, directors, agents, employees,
contractors and suppliers harmless from and against any actions, claims, demands, proceedings, Loss of every
kind and nature, known and unknown, including solicitors’ fees and claims made by third parties, due to or
arising out of or in connection with:
(a) Your access to or use or misuse of the Site or Platform;
(b) Your breach of this EULA;
(c) Your violation of any law or the rights of a third party;
even if We had been advised of the possibility of Loss.
21. ACKNOWLEDGEMENTS
21.1 Without limiting any other clause, You acknowledge that:
(a) the World Wide Web exists across open public networks that are neither secure nor private.
Accordingly, You acknowledge and accept the risk that any communication to or from the Site may be
intercepted, used or modified by third parties;
(b) You are responsible for assessing the reliability, accuracy, completeness, timeliness, suitability,
quality, physical state or for a particular purpose of the material on or accessible through the Site
including Content and User Information;
(c) You accept all risks and responsibility for all Loss resulting from Your use of the Platform or the
material on or accessible through the Site;
(d) We may change any of the Content at any time without notice but have no obligation to do so; and
(e) No data transmission over the internet can be guaranteed as totally secure. Whilst We strive to
protect Your User Information, We do not warrant and cannot guarantee the security of Your User
Information which You transmit through the Site. Accordingly, any User Information which You
transmit through the Site is transmitted at Your own risk. Nevertheless, once transmitted We will take
reasonable steps to preserve the security of such User Information. You must inform Us immediately
of any breaches of security or unauthorised use of Your User Information.
22. MISCELLANEOUS
22.1 Accessing or using the Site or Platform or any part of them and uploading User Information is done so at Your
own risk and You will be responsible for compliance with the laws within Your jurisdiction.
22.2 We will not be liable by reason of the failure in the performance of obligations under the Terms of Use by reason
of strikes, riots, fire, explosion, acts of God, governmental action, or any other cause which is beyond its
reasonable control, including any form of technological failure or the actions of third parties.
22.3 Publication of electronic addresses in the Site is for the purpose of professional communication only and must
not be used to infer consent to the receipt of unsolicited commercial electronic messages.
22.4 Access to the Site and Platform is only available to, and may only be used by, persons who can form legally
binding contracts under applicable law. Without limiting the foregoing, the Platform are not available to persons
under 18 years of age. If You do not qualify, do not use the Platform.
22.5 We operate the Site, or Platform from offices based in Australia and server hosts based in Australia. Content
contained on the Site may not be appropriate or available for use in other locations. If You access the Site from
other locations, You do so at Your own initiative and risk and You are solely responsible for compliance with
local laws.
22.6 This EULA are governed by the laws of Queensland and the Commonwealth of Australia which are in force in
Queensland. The parties submit to the jurisdiction of the Courts of Queensland, relevant Federal Courts and
Courts competent to hear appeals from them. However, for Our exclusive benefit, We also retain the right to
bring proceedings for urgent or injunctive legal or equitable relief in the courts of Your country of residence or
Your principal place of business.
22.7 This EULA shall be for the benefit of and binding upon the parties and their heirs, executors, successors and
permitted assigns.
22.8 If a clause of this EULA are void or unenforceable it must be severed from this EULA and the clauses that are
not void or unenforceable are unaffected by the severance.
22.9 You agree that this EULA and all incorporated agreements may be assigned by Us, in Our sole discretion, to a
Related Entity or third parties. You may not assign this EULA without Ours express prior written consent.
22.10 Our failure to act with respect to a breach by You or others does not constitute a waiver of that breach or waive
Our right to act with respect to that breach or subsequent or similar breaches.
22.11 No waiver by a party of a provision of this Agreement is binding unless made in writing.
22.12 You agree that this EULA may not be construed adversely against Us solely because We prepared them.
22.13 Unless otherwise specified, this EULA and the Policies comprise the entire understanding and agreement
between You and Us with respect to the subject matter hereof.
22.14 Nothing in this EULA or Your use of the Platform establishes or creates a joint venture, partnership, consortium,
franchise, employment or agency relationship between the parties.
22.15 The contra proferentem rule and other rules of construction will not apply to disadvantage a party whether that
party put the clause forward, was responsible for drafting all or part of it or would otherwise benefit from it.
22.16 Any notice or demand in writing required to be given by Us to You shall be sufficiently served if:
(a) served personally or by pre-paid mail to Your last known address;
(b) sent by facsimile machine to Your facsimile machine;
(c) sent in electronic form by email to Your email address; or
(d) published by notice on the Site.
