TERMS OF SERVICE
THIS EDMEDIA AUSTRALIA WEBSITE AND ALL SOFTWARE, TOOLS, INFORMATION, PRODUCTS AND SERVICES PROVIDED BY EDMEDIA AUSTRALIA (COLLECTIVELY, “SERVICES”) ARE GOVERNED BY THESE TERMS OF SERVICE. BY USING THIS WEBSITE, OR USING OR RECEIVING ANY SERVICES FROM EDMEDIA AUSTRALIA, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. EDMEDIA AUSTRALIA MAY CHANGE THESE TERMS OF SERVICES AT ANY TIME BY POSTING SUCH CHANGES ON THIS WEBSITE. IT IS YOUR RESPONSIBILITY TO PERIODICALLY REVIEW THESE TERMS OF SERVICES AND YOUR CONTINUED USE OF THIS WEBSITE, OR CONTINUED USE OR RECEIPT OF ANY SERVICES FROM EDMEDIA AUSTRALIA, SHALL CONSITUTE YOUR ACCEPTANCE OF ANY CHANGES TO THESE TERMS OF SERVICE.
Ordering of Services. All Services shall be provided to you pursuant to an order placed by you and accepted by EDMEDiA Australia. Each order shall describe the Services to be provided by EDMEDiA Australia, the term during which the Services will be provided and the fees to be paid by you for such Services. Each order shall include credit card information pursuant to which you will be charged in advance for Services. You warrant and represent that all information contained in your order is complete and accurate. All orders shall be governed by these Terms of Service. Any provision of an order which purports to alter or modify these Terms of Service shall be void.
Use of Website and Services. You warrant and represent that (a) your use of this website and all Services will be conducted in full compliance with all applicable laws, regulations, ordinances and court orders, (b) you will not use this website or any Services to create, upload, download, store, publish, distribute, broadcast or otherwise disseminate any information, data or content that infringes, misappropriates or otherwise violates any third party patent, copyright, trademark, trade secret, right of privacy, right of publicity or any other intellectual property right, (c) you will not use this website or any Services to create, upload, download, store, publish, distribute, broadcast or otherwise disseminate any pornographic, offensive, libellous or slanderous information, data or content, (d) you will not use this website or any Services to create, upload, download, store, publish, distribute, broadcast or otherwise disseminate any viruses, corrupted files, malware, or any other similar software or programs that may damage or impair the operation of any computer, (e) you will not use this website or any Services in any manner which could damage, disable, overburden or otherwise impair the ability of EDMEDiA Australia to make this website or any Services available to other users or to interfere with the use and enjoyment of this website or any Services by other users, and (f) you will not attempt to gain unauthorized access to any Services, accounts or information of EDMEDiA Australia or any other users.
Modification or Discontinuation of Services. You acknowledge and agree that EDMEDiA Australia may modify or discontinue any or all features of this website or the Services immediately and without notice to you. In the event that you are dissatisfied with any material modifications to the Services, your sole and exclusive remedy will be to terminate Services and request a pro rata refund of any prepaid fees.
Suspension or Termination of Services. You acknowledge and agree that EDMEDiA Australia may suspend or terminate your access to this website and the provision of Services to you immediately and without notice in the event that EDMEDiA Australia determines in its sole discretion that you have violated any of these Terms of Service. Third Party Software. You acknowledge and agree that by using this website, or using or receiving any Services, you may be allowed or required to access and use certain third party software. All third party software is made available to you pursuant to the terms and conditions of use of the applicable third party supplier. You warrant and represent that your use of any such third party software will at all times conform to the terms and conditions of use of the applicable third party supplier and that your use of any such third party software will constitute acceptance of such terms and conditions of use. You acknowledge and agree that EDMEDiA Australia makes no warranties or representations regarding the performance of any third party software and that you are solely responsible for determining the suitability of any third party software for your business needs.
Third Party Websites. This EDMEDiA Australia website may contain links to third party websites. Any such links are provided solely as a convenience to you, and the inclusion of any such links does not imply endorsement by EDMEDiA Australia of any third party websites or any association between EDMEDiA Australia and the operators of any third party websites. Any such third party web- sites are not under the control of EDMEDiA Australia, and EDMEDiA Australia is not responsible for the content of any such third party websites or any damages incurred by you as a result of your using any such third party websites.
Data Backup and Transition Services. You acknowledge and agree that you are solely responsible for the protection and backup of all your information, data and content. You further acknowledge and agree that prior to the termination of any services from EDMEDiA Australia, you will be responsible for the transition of all your information, data and content to your own server or a third party service provider. In the event that you require assistance from EDMEDiA Australia in accessing or transitioning any of your information, data and content, such transition services shall be provided at the sole option of EDMEDiA Australia at the then current rates charged by EDMEDiA Australia for such services. Notwithstanding the foregoing, EDMEDiA Australia shall not be liable to you or any third party for the loss of any information, data or content.
Use of EDMEDiA Australia Name and Trademarks. You acknowledge and agree that nothing contained herein shall be construed as a license to use the trademarks EDMEDiA Australia, DotNetNuke or any other trademark or name of EDMEDiA Australia or its suppliers. You further acknowledge and agree that you may not reference EDMEDiA Australia or its suppliers in any promotional materials or press releases without the prior written consent of EDMEDiA Australia, which permission may be withheld or withdrawn in the sole discretion of EDMEDiA Australia. Indemnification. You agree to indemnify, defend and hold harmless EDMEDiA Australia, its directors, officers, shareholders, employees, agents and suppliers from and against all claims, damages and liabilities arising out of or relating to your use of this website, your receipt or use of any Services or your violation of these Terms of Service.
Disclaimer of Warranties. YOU AKNOWLEDGE AND AGREE THIS WEBSITE AND ALL SERVICES PROVIDED TO YOU BY EDMEDIA AUSTRALIA AND ITS SUPPLIERS ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT EDMEDIA AUSTRALIA DOES NOT REPRESENT OR WARRANT THAT THIS WEBSITE OR ANY SERVICES, WILL MEET YOUR REQUIREMENTS, OR THAT THE RECEIPT OR USE OF THIS WEBSITE OR ANY SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. EDMEDIA AUSTRALIA HEREBY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Disclaimer of Consequential Damages and Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT EDMEDIA AUSTRALIA AND ITS SUPPLIERS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY, UNDER ANY CIRCUMSTANCES, FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR COVER DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF EDMEDIA AUSTRALIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EDMEDIA AUSTRALIA AND ITS SUPPLIERS WILL NOT BE LIABILE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM THE USE OR INABILITY TO USE THIS WEBSITE, THE USE OR INABILITY TO USE ANY SERVICES, THE PROVISION OR FAILURE TO PROVIDE ANY SERVICES, ANY LOSS OF PROFITS, ANY LOSS OF INFORMATION, DATA OR CONTENT, OR ANY LOSS OF GOODWILL. IN THE EVENT THAT YOU ARE DISSATISFIED WITH THIS WEBSITE OR ANY SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE OF THIS WEBSITE OR THE APPLICABLE SERVICES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Survival. Provisions contained in these Terms of Service relating to use of trademarks, proprietary rights, disclaimer of warranties, limitation of liability, indemnification, choice of law, exclusive jurisdiction and attorney’s fees shall survive the expiration or termination of Services.
Assignment. You may not assign any of your rights or obligations under these Terms of Service, or resell any Services provided to you by EDMEDiA Australia, without the prior written consent of EDMEDiA Australia which may be withheld in the sole discretion of EDMEDiA Australia.
Proprietary Rights. You acknowledge and agree that EDMEDiA Australia and its suppliers are the sole owners of all right, title and interest in and to the Services and any deliverables and work product provided to you by EDMEDiA Australia. Nothing contained in these Terms of Service, or any ordering documents, shall be construed to assign, transfer or convey to you any right, title or interest in or to any Services, deliverables or work product, or any patent, copyright, trademark, trade secret or other intellectual property right of EDMEDiA Australia or its suppliers.
Choice of Law and Exclusive Jurisdiction. The laws of the New South Wales and the Commonwealth of Australia shall govern the validity and construction of this Agreement and any dispute arising out of or relating to this Agreement, without regard to the principles of conflict of laws; (ii) THE PARTIES SUBMIT TO THE JURISDICTION OF THE COURTS OF NEW SOUTH WALES, AND AGREE TO VENUE IN NEW SOUTH WALES, AUSTRALIA; (iii) a ruling by any court that one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect shall not affect any other provision of this Agreement. Thereafter, this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had been amended to the extent necessary to be enforceable within the jurisdiction of the court making the ruling and to preserve the transactions originally contemplated by this Agreement to the greatest extent possible; (iv) the section and subsection headings have been included for convenience only, are not part of this Agreement and shall not be taken as an interpretation of any provision of this Agreement.; (v) this Agreement may be amended, waived, changed, modified or discharged only by an agreement in writing signed by all of the parties; (vi) this Agreement represents the entire understanding of the parties with respect to the subject matter hereof, and there are no representations, promises, warranties, covenants or understandings with respect thereto other than those contained in this Agreement. Without limiting the generality of the foregoing, it is expressly agreed that the terms of any purchase order issued by Customer with respect to the Deliverables provided under this Agreement shall not be applicable and that any acceptance of such purchase order by EDMEDiA Australia shall be for acknowledgment purposes only; (vii) failure to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of that term, covenant or condition or of any other term, covenant or condition of this Agreement. Any waiver or relinquishment of any right or power hereunder at any one or more times shall not be deemed a waiver or relinquishment of that right or power at any other time; (viii) the remedies set forth in this Agreement are cumulative and are in addition to any other remedies allowed by law. Resort to one form of remedy shall not constitute a waiver of alternate remedies; (ix) wherever used in this Agreement, the singular shall include the plural, and the plural shall include the singular. The use of any gender, tense or conjugation shall include all genders, tenses and conjugations; (x) the Parties are independent contractors and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership; and (xi) this Agreement is only between EDMEDiA Australia and Customer, and does not make any third-party a beneficiary of this Agreement, whether known or contemplated by either party. Further, this Agreement does not make Customer a third-party beneficiary of any agreement that EDMEDiA Australia may have with third parties, nor does this Agreement make EDMEDiA Australia a third-party beneficiary of any agreement that Customer may have with third parties.
Independent Contractors. Under these Terms of Service, you and EDMEDiA Australia will be independent contractors, maintaining complete control over their own personnel and operations. Under no circumstances will these Terms of Service be deemed to create a partnership or joint venture between you and EDMEDiA Australia, or to make you or EDMEDiA Australia the agent or legal representative of the other, or to create any fiduciary relationship between you and EDMEDiA Australia. You agree that you will not make any representations to any third parties on behalf of EDMEDiA Australia nor will you purport to act on behalf of EDMEDiA Australia or otherwise purport to bind EDMEDiA Australia to any agreement or obligations.
Force Majeure. EDMEDiA Australia will not be liable to you for any delay in the performance of any obligations hereunder, when such delay is the result of or attributable to the elements, acts of nature, governmental authority, delays in transportation, supplier delays in providing parts or products or problem solutions, interruptions in any cable, wireless, telecommunications or Internet services, or any other cause beyond the reasonable control of EDMEDiA Australia.
Attorneys Fees. In the event that it becomes necessary for EDMEDiA Australia to institute any action at law and/or in equity against you to secure or protect its rights under these Terms of Service, EDMEDiA Australia shall be entitled to recover on any judgment entered therein in its favour such reasonable attorneys fees as may be allowed by the court, together with such court costs and damages as provided by law.
No Waiver. The failure to enforce or to require the performance at any time of any provision of these Terms of Service shall not be construed as a waiver of such provision and shall not affect either the validity of these Terms of Service or the right of EDMEDiA Australia to subsequently enforce these Terms of Service. Headings. Any section headings or captions appearing in these Terms of Service are included solely for convenience of reference and shall not be construed or interpreted to affect the meaning or interpretation of these Terms of Service.
Severability. In the event that any provision of these Terms of Service is deemed unenforceable by a court or administrative agency of proper jurisdiction, the balance of these Terms of Service shall continue in full force and effect, and the unenforceable provision(s) shall be deemed replaced by a provision(s) that carries out the intent of the parties to the maximum extent enforceable.
Entire Agreement and Understanding. These Terms of Service are the complete and exclusive statement of the agreement and understanding between EDMEDiA Australia and you. You acknowledge and agree that the terms and conditions contained herein supersede all proposals, prior agreements, oral or written representations, and all other communications between you and EDMEDiA Australia relating to this website, the Services and the subject matter of these Terms of Service.