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Terms of Service for RaineMann

Last updated February 15, 2013.

These Terms of Service (“Terms”), including all policies referenced herein, explain the contractual agreement between you (“You” or “Your”) and RaineMann (hereinafter the “Company”) regarding Your use of and access to the Services (defined below). Company provides the Services to you, subject to Your acceptance without modification of all of these Terms (including all policies referenced herein), as those terms are modified from time to time. These Terms apply to users of the RaineMann service who do not have a signed contractual relationship with Company. A written contract signed by an authorized representative of Company shall supersede these Terms. Company reserves the right, at its sole discretion, to change, modify, update, add, or remove portions of the Terms at any time, with or without notice to you. Please check these Terms periodically for changes. Your continued use of the Services after the posting of any changes to the Terms will signify Your acceptance of those changes.

IMPORTANT READ CAREFULLY: WHEN YOU CLICK ON THE "I AGREE TO THE TERMS OF SERVICE" BUTTON, OR WHEN YOU OTHERWISE USE OR ACCESS OR TRANSMIT OR DOWNLOAD ANY PART OF THE SERVICES, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THESE TERMS. IF YOU DO NOT AGREE TO (OR CANNOT COMPLY WITH) ALL OF THESE TERMS, THEN DO NOT ACCESS OR USE THE SERVICE. BY VIEWING OR USING ALL OR ANY PART OF THE SERVICE, DOWNLOADING ANY MATERIALS OR BY COMPLETING THE REGISTRATION PROCESS, YOU AND THE ENTITY YOU WORK FOR AGREE TO BE BOUND BY ALL OF THESE TERMS. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THESE TERMS AND NO SOLICITATION OF ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF COMPANY SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY. IF THESE TERMS IS CONSIDERED AN OFFER BY COMPANY, YOUR ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

USE OF SERVICES

Company (and its contractors and licensors and partners) have developed and provide a rich collection of on-line and wireless resources/services/technology, including but not limited to informational, publishing, calendaring, messaging, notification, directory, advertising, appointment, scheduling and payment services for individuals (including sole proprietors) and businesses, including the associated technology, software, hardware, firmware, platform, communications and web pages provided in connection with the forgoing (collectively " Services").

A portion or portions of the Services (modified or unmodified) will be made available to you, depending on the fees you pay and the means by which you gain access to the Services (i.e. directly via Company owned websites, or indirectly via partnerships that Company may have with its business partners). You acknowledge and agree that You only obtain rights to that portion of the Services for which you pay the applicable fee. Unless explicitly stated otherwise, you agree and understand that any new or different features that enhance or change the then-current Services which are made available to you shall also be deemed to be part of the “Services” and shall be subject to these Terms. Company reserves the right, at any time and from time to time, to modify or discontinue, temporarily or permanently, the Services (or any portion thereof) with or without notice to You.

In order to use the Services, you understand and agree that you must obtain access to the World Wide Web (at Your own cost), either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access devices.

Subject to Your compliance with all these Terms, You are granted a limited right and license to access and use the Services for the purposes authorized by Company in writing from time to time.

Except as expressly provided herein, Company and its licensors shall retain all right, title and interest in and to the Services as well as the underlying Software (defined below), procedures and know-how used to perform the Services. You agree that all Content (defined below) and materials delivered via the Services or otherwise made available by Company are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by Company in writing, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such materials or content. However, you may print or download a reasonable number of copies of the materials or content at Company's website for solely Your internal business purposes; provided, that You retain all copyright and other proprietary notices contained therein. Systematic retrieval of data or other content from Company's website to create or compile, directly or indirectly, a collection, database or directory without written permission from Company is prohibited. Reproducing, copying or distributing any content, materials or design elements available on the web pages associated with the Services for any other purpose is strictly prohibited without the express prior written permission of Company. Use of the content or materials for any purpose not expressly permitted in these Terms is prohibited. Any rights not expressly granted herein are reserved.

MODIFICATIONS TO TERMS

Company provides the Services to You, subject to Your acceptance without modification of all of the Terms. Company reserves the right, at any time and from time to time, to modify or discontinue, temporarily or permanently, the Services (or any portion thereof) with or without notice to You. You shall be responsible for reviewing and becoming familiar with any such modifications. If you do not agree to the modified Terms, you can terminate these Terms within thirty (30) days of the notice, provided Company receives Your notice of termination within such thirty (30) day period. If you terminate these Terms, Your access rights to all components of the Services shall terminate immediately upon Company’s receipt of Your notice of termination. If you do not terminate these Terms within thirty (30) days, or if you continue using the Services, then you are agreeing to the revised Terms.

ACCOUNT, PASSWORD AND REGISTRATION OBLIGATIONS

You may use the Services, on a non-exclusive basis, solely in strict compliance with these Terms and all applicable laws. In order to take advantage or use some of the features offer with the Services, you will be required to register and/or create an account with Company and to enter certain information and Content (defined below), including information necessary to schedule appointments. By creating an account, and entering information and/or Content, You agree to take full responsibility for maintaining the account user name, password, and all related activity that occurs under Your account username and that the information entered is true, accurate and complete and You will update such information as necessary. Company reserves the right to refuse services to any person or entity at any time and close Your account at any time for any reason or no reason, in its sole discretion. Accounts registered by .bots. or other automated methods are not permitted. If you are agreeing on behalf of an entity, you certify that you have the proper legal authority to do so.

In consideration of your use and/or access to the Services, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms associated with the Services; (b) maintain the security of your user identification and password; (c) maintain and promptly update your registration data, and any other information you provide to Company, to keep it accurate, current and complete; and (d) be fully responsible for the confidentiality, security and use of your user identification, password, and your account for any actions that take place using your user identification, password, and/or account. Your failure to comply with any of the forgoing shall constitute a material breach of these Terms, which may result in immediate termination of your account and access to the Service.

You agree to notify Company immediately if there is unauthorized access or use of your account and/or your password. By obtaining a password, you authorize Company to honor instructions from any person using that password as if you had given the instructions. All actions taken by use of your password will be your responsibility. You may change your password at any time.

PAYMENT, REFUNDS, UPGRADING AND DOWNGRADING

A valid credit card is required for paying accounts. You are responsible for updating your credit card information if your credit card expires or is over the limit or no longer valid. Company reserves the right to discontinue, temporarily or permanently suspend your account if a valid credit card is not supplied at all times during the term of the Terms. Notwithstanding the forgoing, if you are registering for our free Services, you are not required to provide a credit card number. The Company shall bill for the Services in advance (either on a monthly basis or otherwise in longer increments of time). All fees are non-refundable and no credits shall apply. You agree and understand that if You or Company terminate these Terms for any reason, You will not be entitled to any refunds or credit (for partial months/periods of the Services or otherwise). All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties, excluding only Company’s Australia income taxes.

For any upgrade from a free account to a paying account, You agree to provide a valid credit card and you authorize Company to immediately charge the credit card that You provide. Your access to the Services may be delayed due to Your failure to make timely payment. For any upgrade or downgrade in paying plan level, the credit card that You provided will automatically be charged the new rate. Downgrading your Service may cause the loss of Content (as defined below), features, functionality or capacity associated with parts of the Services that You no longer receive. You agree and understand that Company shall not be liable to you for any loss of data, features, functionality or capacity associated with any downgrade or upgrade in the Services.

Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. Fees for all Services, including but not limited to monthly subscription plan fees to the Services, are subject to change upon 30-days notice from the Company. Such notice may be provided in the manner specified in the notice section below. You agree that Company shall not be liable to You or to any third party for any modification, price change, suspension or discontinuance of the Services.

PROHIBITED ACTIVITIES

You agree that You will not (and You will not permit or assist any third party in):
(a) Interfering with, disrupting, or creating an undue burden on the Services (including the associated technology, software, hardware, platform, communications and web pages) of the Services or the networks associated with Services;
(b) Attempting to or actually impersonating another person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
(c) Selling or otherwise transferring to another your user id or password or account;
(d) Harming minors or others in any way;
(e) Posting, uploading, transmitting, distributing, providing or otherwise making available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
(f) Posting, uploading, transmitting, distributing, providing or otherwise making available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(g) Posting, uploading, transmitting, distributing, providing or otherwise making available Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(h) Posting, uploading, transmitting, distributing, providing or otherwise making available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
(i) Disobeying any requirements, procedures, policies or regulations of networks connected to the Services, including using any device, software or routine to bypass our robot exclusion headers;
(j) Forging headers or otherwise manipulating identifiers in order to disguise the origin of any Content transmitted through the Services or developing restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page);
(k) "Stalking" or otherwise harassing another using any component of the Services;
(l) Collecting or storing personal data about other users of the Services other than for users who willingly provide such information in order to explore bona fide business opportunities or connections;
(m) Intentionally or unintentionally violating any applicable local, state, national or international law;
(n) Creating or submitting unwanted email or messaging ('Spam') to any other user of the Services;
(o) Modifying any hyperlinks and other offers comprising the Services from the original form in which such hyperlinks and other offers are generally made available by Company;
(p) Reproducing, duplicating, copying, selling, reselling or exploiting any portion of the Services except to the extent permitted or authorized by Company;
(q) Using the Services to create and/or provide competing product(s) and/or service(s);
(r) Using the Services on behalf of any third party in a service bureau arrangement or otherwise lending, renting, selling, leasing or transferring the Services to any third party or using it on behalf or for the benefit of a third party or reverse engineering, reverse assembling or compiling or otherwise deriving or attempting to derive the source code or structure of the Services;
(s) Modifying, reproducing, or creating any derivative works of the Services;
(t) Removing any copyright or other proprietary notices contained in the Services;
(u) Disclosing the performance results for the Services to any third party except as expressly authorized by Company;
(v) Modifying, publishing, transmitting, participating in the transfer or sale of, reproducing (except as provided herein), copying, storing, creating derivative works based on, distributing, performing, displaying, or in any way exploiting, any of the Services, except as expressly authorized by Company or its licensors;
(w) Using the Services to for any illegal or unlawful purpose.

For the avoidance of any doubt, any restrictions specified with respect to Services herein shall apply to the Services as a whole or any component or portion of the Services.

COMMUNICATIONS

By registering with Company, You understand that Company may send you communications or data regarding the Services, electronically (i.e. by means of SMS, text and/or email or similar mechanisms) and/or by telephone. Examples of such communications include, but are not limited to, service announcements, status reports, administrative messages and newsletters. These communications are considered part of the Services and (except as prohibited by applicable law) you may not be able to opt out of receiving such communications.

Electronic Communications Privacy Act Notice

Electronic Communications Privacy Act Notice (18USC 2701-2711): COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED VIA THE SERVICES OR ANY WEB-SITE LINKED TO THE SERVICES. Company will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content (defined below) stored on Company's equipment and transmitted over networks accessed by the Services, or otherwise connected with your use of the Services.

CONTENT, RESPONSIBILITY, MONITORING

You understand that any and all information, including without limitation data, text, software, music, sound, photographs, graphics, video, messages, lists or other materials, posted and made available via the Services by users of the Services ("Content"), however posted or transmitted, are the sole responsibility of the person from which such Content originated. This means that You, and not Company, are entirely responsible for all Content that you upload, post, transmit or otherwise provide via the Services. Company does not control the Content and, as such, does not guarantee the accuracy, integrity or quality of any Content.

You understand that by using the Services, you may be exposed to Content that is illegal, offensive, indecent or otherwise objectionable. Company does not endorse, verify or take responsibility for any Content uploaded, posted, transmitted or provided via the Services. You agree to use, rely on and/or accept any and all Content at your own risk. Company and its affiliates and contractors will not be liable for any losses or damages incurred by you or others while using, accessing or relying on any Content, and you irrevocably waive any claim against Company with respect to the Content. While Company holds no obligation to monitor the Content, we reserve the right to monitor the Content if we so choose and to remove or edit all or part of such Content at our discretion at any time if it violates these Terms, is harmful, unproductive or objectionable in any way, or for any other reason we in our sole discretion deem reasonable.

USER CONTENT

You shall retain all of your ownership rights in the Content uploaded, posted, transmitted or otherwise provided by You via the Services. By uploading, posting, transmitting or otherwise providing Content of any kind you:
(a) Agree not to provide Company with any confidential or proprietary information that you desire or are required to keep secret
(b) Grant to Company, its affiliates and their assignees the perpetual, irrevocable, non-exclusive, royalty-free right to use, reproduce, display, perform, adapt, modify, distribute, make derivative works of and otherwise exploit such content in any form for the purpose of providing the Services to you or others, including without limitation, any concepts, ideas or know-how embodied therein;
(c) Represent and warrant to Company that you own or otherwise control all rights to Your Content and that the disclosure and use of such Your Content by Company as described herein (including without limitation, publishing the Content) will not infringe or violate the rights of any third party;
(d) Acknowledge that Your Content may not be treated confidentially;
(e) Agree to abide by any restrictions contained in the Services.

COMPANY PRIVACY POLICY

In order to operate and provide the Services, Company collects certain information about You and your company, including information that may be considered personally identifiable information. Company may also automatically upload information about Your computer or device, Your use of the Services, and the performance of the Services.

COPYRIGHT

Company respects the intellectual property of others, and we ask our users to do the same. Company may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Company's Copyright Agent the following information:
1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the site;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the intellectual property right owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Company's Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

By Mail:
Raine Mann
424 Crown St
Surry Hills NSW 2010
Australia
Attention: Legal

By email (Preferred method of communication):
sophie@rainemann.com

Software

You acknowledge and agree that the Services and any necessary software used in connection with the Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. To the extent any Software is provided to You, Company grants You a non-transferable and non-exclusive right and license to use the object code of its Software on a single computer in connection with your authorized used of Services; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Services. You agree not to access the Services by any means other than through the interface that is provided by Company for use in accessing the Services.

Third Party Resources

The Services may provide, or third parties may provide, links to other World Wide Web sites or third party content or resources (collectively "Third Party Resources"). You acknowledge and agree that Company is not responsible for the availability, functionality, legality, and/or accuracy of such Third Party Resources, and does not endorse and is not responsible or liable for any content, advertising, promotions, products, services or other materials on or available through such Third Party Resources. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advertising, promotions, products, services or other materials on or available through any such Third Party Resources.

TERMINATION

You agree that Company, in its sole discretion, may terminate Your account, with or without notice, for any reason or no reason, including, without limitation, for violation of these Terms, for lack of use, or if Company believes that you have violated or acted inconsistently with the letter or spirit of these Terms. You agree that upon any breach of these Terms by You (or your employees where relevant), Company may immediately deactivate or delete Your account and all related information and files in Your account and/or bar any further access to such files or the Services. Further, You agree that Company shall not be liable to you or any third-party for any termination of these Terms or Your access to the Services or any portions thereof. The restrictions and prohibitions on use and access and the warranty disclaimers and liability limitations and any other terms which by their nature survive the termination, shall survive the termination or expiration of these Terms.

NO WARRANTY

YOUR USE OF THE SERVICES AND CONTENT IS AT YOUR SOLE RISK. THE SERVICE AND THE CONTENT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. COMPANY MAKES NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. ANY CONTENT AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

The services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Company is no responsible for any delays, delivery failures, or other damage resulting from such problems.

INDEMNITY

You agree to indemnify and hold Company, and its subsidiaries, affiliates, officers, agents, partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Services, including without limitation your, your connection to the Service, your violation of these Terms, Your posting or access to Content or Third Party Resources, or your violation of any rights of another.

LIMITATION OF LIABILITY

IN NO EVENT SHALL COMPANY (OR ITS AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE TO YOU CONCERNING THE SUBJECT MATTER OF THESE TERMS, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) AMOUNTS IN THE AGGREGATE GREATER THAN THE FEES YOU HAVE PAID FOR SERVICES IN THE PRIOR SIX (6) MONTHS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THESE TERMS AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF CERTAIN LIABILITIES. ACCORDINGLY, TO THE MINIMUM EXTENT REQUIRED UNDER SUCH LAWS, SUCH LIMITATIONS OR EXCLLUSIONS MAY NOT APPLY TO YOU.

NOTICE

Notices to you may be made via either email or regular mail at the email/address you provided during registration. Company may also provide general notices regarding changes to the Services on the web pages associated with the Services.

All notices to Company (including notices of termination) must be delivered via regular mail to:
Raine Mann
424 Crown St
Surry Hills NSW 2010
Australia

By email (Preferred method of communication):
sophie@rainemann.com

MISCELLANEOUS

Advertisements. Company may run advertisements and promotions on web pages associated with the Services. By creating Your account, you agree that Company has the right to run such advertisements and promotions on any web page associated with the Services. The manner, mode and extent of advertising by Company are subject to change in the sole discretion of Company.

Content Sharing and Commissions. Company may share certain public information about You and/or your organization, including without limitation non-confidential Content, with third parties for the purposes of promoting Your organization and its products and services. You understand that Company may enter into agreements with these third parties regarding the sharing of information and other business activities which agreements may include provisions under which Company earns a commission or other payment from the third party. You agree to allow Company to share such public Content and information and agree that Company will have no obligation of payment or otherwise to You should Company earn a commission or other payment from such third parties. Company will use reasonable efforts to alert You to the organizations with which Company conducts business in this manner.

Your Business Dealings. Your correspondence or business dealings with other users of the Services, merchants, advertisers, service providers or your customers, including disputes regarding the scheduling appointments, payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such other user, merchant or advertiser, service provider, or customer. You agree that Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. Company retains the right to delete identifiable information about any user of the Services from any account if requested by such user.

Waiver. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

Severability. If any provision of these Terms are found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.

Assignment and Transfer. These Terms and the rights granted hereunder are not assignable, transferable or sublicensable by You except with Company's prior written consent. Company may assign, transfer or delegate any of its rights and obligations hereunder without consent. You also may be subject to additional terms and conditions that may apply when you use third-party content, technology, services or software.

Choice of Law and Venue. These Terms shall be governed by and construed in accordance with the laws of Australia without regard to the conflict of laws provisions thereof. You and Company agree to submit to the personal and exclusive jurisdiction of the courts located within Sydney, Australia.

Entire Agreement. Both parties agree that these Terms (including the privacy policy and any other policies referenced herein) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and you do not have any authority of any kind to bind Company in any respect whatsoever.