WARNING
PLEASE READ CAREFULLY THIS AGREEMENT, BEFORE
SUBMITTING A SERVICE REQUEST. THIS AGREEMENT IS
A SHORT FORM OF THE FULL SERVICE AGREEMENT THAT IS INCLUDED BY REFERENCE,
AND AVAILABLE HERE.
VillageMall is an
Application Service Provider,
and provides on the internet the Subscription Service, on the terms and
conditions of this Agreement
If You wish to access
and use the Subscription Service offered by VillageMall, then You must first agree
to be bound by the terms and
conditions, as expressed or incorporated by reference, of this Agreement.
1. Access
1.1 By submitting a Subscription Service request, You agree to abide by all of the terms and conditions of this Agreement.
1.2 By accepting these terms and conditions and by completing the Registration Form and paying the Subscription Fees you have subscribed to the Subscription Service and VillageMall agrees to provide You with access to the Subscription Service, including a browser interface, data encryption, transmission, access and storage subject to with the terms and conditions of this Agreement.
1.3 VillageMall grants You a license to access the Subscription Service and to use and display the audio and visual information, documents, products and software and other contents contained in or made available through the Subscription Service solely for Your own internal business purposes and subject to Your compliance with all of the terms and conditions of this Agreement.
1.4 You require a Subscriber Account to access the Subscription Service which may only be used by You.
1.5 To obtain a Subscriber Account, You must complete the Registration Form and provide VillageMall with all the information requested by the prompts in the Registration Form.
1.6 Each Additional User shall be assigned his/her own Subscriber Account.
1.7 You will be assigned a Subscriber ID once you have correctly completed the Registration Form.
You agree to pay all fees in accordance with the terms as expressed, described, incorporated, or referred to in this Agreement.
3. Australian Goods and Services Tax (“GST”)
You agree to pay all GST amounts expressed, described, incorporated, or referred to in this Agreement.
You agree to all obligations expressed, described, incorporated, or referred to in this Agreement.
You agree to the rights of third parties, and the limitations
imposed by VillageMall with respect to third parties, expressed, described,
incorporated, or referred to in this
Agreement.
You agree to the scope and limitations of the Service as expressed, described, incorporated, or referred to in this Agreement.
7. Your Privacy
7.1 VillageMall makes no claim to own any Data, unless we specifically tell You otherwise before You submit the Data.
7.2 VillageMall will not monitor, edit, or disclose any information regarding You or Your account, including any Data, without Your prior permission except in accordance with this Agreement.
7.3 VillageMall may provide certain statistical information, such as usage or user traffic patterns in aggregate form, to third parties, but such information will not include information that could be used to identify specific persons or entities.
7.4 VillageMall may access Your Subscriber Account, including Your Data, to respond to service or technical problems at their discretion.
7.5 You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and right to the use of all Data and VillageMall shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to transmit or store any Data.
7.6 You hereby authorise VillageMall to issue a Cookie to your equipment from which you access the Subscription Service, and to use such Cookie for the duration that You are using the Subscription Service.
You agree to the scope and limitations on the availability of the Service as expressed, described, incorporated, or referred to in this Agreement.
You agree that this agreement may be terminated as expressed, described, incorporated, or referred to in this Agreement.
10. Security
10.1 You agree to use third party software including, but not limited to, "browser" software that supports a data security protocol compatible with the protocol used by VillageMall and to follow VillageMall's log-on procedures for the Subscription Service that support such protocols.
10.2 You acknowledge that VillageMall is not responsible for notifying You of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities, including, but not limited to, the Internet.
10.3 You acknowledge that it is possible that electronic communications transmitted through the Subscription Service may be accessed by unauthorised third parties when communicated between You and VillageMall using the Internet, other network communications facilities, telephone or any other electronic means.
11. Intellectual Property Rights.
11.1 Except for the licenses granted herein, You have no right, title or interest in or to the Subscription Service or any Content and VillageMall retains all proprietary right, title and interest, to Intellectual Property Rights, in respect of the Site, any software associated with the Service, the Service itself and the Content.
11.2 The names of other companies and products mentioned herein may be the trademarks of their respective owners.
11.3 VillageMall has the right to use and apply the Marks. You agree not to display or use any of the Marks in any manner without VillageMall's prior written permission.
11.4 VillageMall alone will own all right, title and interest, including all related Intellectual Property Rights to any Submissions and You agree to assign such Intellectual Property Rights in the Submissions to VillageMall free of charge. VillageMall may use such Submissions as it deems appropriate in its sole discretion.
11.5 You acknowledge that VillageMall has the right to use villagemall.com.au and villagemall.net.au, (the "Site"), or any other domain name as offered by VillageMall from time to time,
12. Indemnity
12.1 You hereby agree to defend, indemnify and hold VillageMall (and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, attorneys, and agents) harmless from and against any and all claims, demands, actions, proceedings, costs (including reasonable legal fees), damages, losses, liabilities, and expenses (including attorneys' fees and costs) arising out of or in connection with Your use of the Subscription Service (including the Content), violation of any law or third party rights, or breach of this Agreement.
12.2 You shall cooperate as fully as reasonably required in the defence of any claim made against VillageMall.
12.3 VillageMall reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by You and You shall not in any event settle any matter without the written consent of VillageMall.
13. Australian Broadcasting Authority (ABA) Regulations
You acknowledge the
regulations under which VillageMall provides the Service as expressed, described,
incorporated, or referred to in this
Agreement.
14. Disclaimer.
14.1 To the extent permitted by law, VillageMall makes no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, correctness, availability, accuracy or completeness of the Subscription Service or any content.
14.2 VillageMall does not represent or warrant that:
(a) The use of the Subscription Service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data,
(b) The Subscription Service will meet Your requirements or expectations,
(c) Any stored data will be accurate or reliable,
(d) The quality of any products, services, information, or other material purchased or obtained by You through the Subscription Service will meet Your requirements or expectations,
(e) Errors or defects will be corrected,
(f) The Subscription Service or the server(s) that make the Subscription Service available are free of viruses or other harmful components.
14.3 The Subscription Service and all content is provided to You strictly on an "as is" and "as available" basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, is hereby disclaimed to the maximum extent permitted by applicable law by VillageMall .
15. Limitation of Liability
15.1 VillageMall shall not be responsible for any unauthorized access to, or alteration of, Your transmissions or data, any material, information or data sent or received by You, regardless of whether the data is actually received by VillageMall, or any transactions entered into by You through the Subscription Service or Your failure to abide by this Agreement.
15.2
Notwithstanding any provision contained in this Agreement,
VillageMall shall not be liable to the extent performance if any terms or
provisions of this Agreement is delayed or prevented by revolution or other
civil disorders; wars; acts of enemies; strikes; lack of available resources
from persons other than parties to this Agreement; labour disputes; electrical
equipment or availability failure; fires; floods; acts of God; or federal,
state or municipal action, statute, ordinance or regulation.
16. Limitation of Liability.
16.1 In no event shall VillageMall's aggregate liability exceed the amount actually paid by You in the twelve (12) month period immediately preceding the event giving rise to the applicable claim.
16.2 To the maximum extent permitted by law, VillageMall will not be liable under any contract, negligence, strict liability or other legal or equitable theory for (i) any indirect, punitive, special, exemplary, incidental or consequential damages (including, without limitation, any loss or corruption of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with, this Subscription Service, including but not limited to Your use or inability to use the Subscription Service, or for any content obtained from or through the Subscription Service, even if VillageMall has been previously advised of the possibility of such damages or (ii) the cost of procuring substitute goods, services or technology.
16.3 These Terms and Conditions do not exclude any liability which any law requires VillageMall to accept. If VillageMall becomes liable for any breach of any such condition or warranty, VillageMall's liability shall be limited at its option, to any one or more of the following:
(a) in the case of goods, to any one it determines of the following: replacement of the goods or the supply of equivalent goods; repair of the goods; payment of the cost of replacing the goods or acquiring equivalent goods; or payment of the cost of having the goods repaired; and
(b)
in the case of services, to either supplying the services
again or payment of the cost of having the services supplied again
16.4 VillageMall does not warrant that the files, information, services or contents provided by the Subscription Service will be accurate, error free or suitable for any particular purpose. Under no circumstances shall VillageMall be liable for any loss, damage or injury (including without limitation any loss of profits in direct consequential or incidental loss, damage or injury) arising from the use of the Subscription Service or the information obtained from it.
16.5 VillageMall does not guarantee availability of access to the Subscription Service at any given time.
17. Jurisdiction
17.1 VillageMall controls and operates this Subscription Service from its location in Australia and is subject to the laws in force in the State of Queensland, Australia. VillageMall makes no representation that the Service is appropriate or available for use in any other locations. If You use the Service from outside the Australia, You are solely responsible for compliance with all applicable laws in jurisdiction in which You operate the Service.
17.2 This Agreement will be governed by Queensland law without regard to the choice or conflicts of law provisions of any jurisdiction. The sole jurisdiction and venue for all disputes, actions, claims, or causes of action related to this Agreement or in connection with the Service shall be the Courts of Queensland.
18. Notice.
You agree that you will provide any notice to VillageMall as expressed, described, incorporated, or referred to in this Agreement.
19. General
19.1 Headings in this Agreement are for reference purposes only and shall not effect the interpretation or meaning of this Agreement.
19.2 No text or information set forth on any other purchase order, pre-printed form or document shall add to or vary the terms and conditions of this Agreement.
19.3 The English language version of this Agreement shall control.
19.4 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
19.5 No joint venture, partnership, employment, or agency relationship exists between You and VillageMall as a result of this agreement or use of the Subscription Service.
19.6 VillageMall may assign or otherwise transfer this Agreement, in whole or in part, in its sole discretion, upon notice to You.
19.7 You may not assign or otherwise transfer this Agreement, in whole or in part, without VillageMall's prior written consent and any attempt to do so will be null and void.
19.8 The failure of VillageMall to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by VillageMall in writing.
19.9 This Agreement comprises the entire agreement between You and VillageMall and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
20. Definitions
You agree that all expressions will have the meanings as expressed, described, incorporated, or referred to in this Agreement.
If You do not agree with these terms, You should NOT PROCEED with the service request.
If You have read, understand
and agree with all the terms and conditions of this Service Agreement then
please proceed with the Service Request.
VillageMall Operations Pty Ltd
ACN102 714 885