sponsor-ed terms of Service

Acceptance of these terms is a precondition of access to the web design and hosting services (Services) provided by the sponsor-ed Group Pty Ltd (ABN 99 132 289 895) (sponsor-ed or we). By placing an order for Services you, the organisation referred to in the schedule below as the Client (you) are indicating your agreement to and acceptance of these terms. sponsor-ed reserves the right to change these terms at any time by giving you notice. If you do not agree to those changes, you must give us notice of any objections within 14 days. If you do give us such notice, the pre-existing terms continue to apply until the parties have agreed upon new terms. 1. Agreement and term This agreement commences on the date specified in the Schedule and continues for 12 months (Initial Term) unless terminated earlier in accordance with this agreement. At the expiration of the Initial Term the agreement will automatically renew for successive 12 monthly terms unless you give written notice at least 3 months before the end of any term of your intention not to renew. 2. Charges and Fees You will pay a fee for the Services, on the terms set out in the Schedule plus training and set up fees. All fees will increase automatically as at 1 January each year by the increase in the CPI (All Groups, Melbourne) over the previous 12 month period. Note that the fees quoted do include GST. If you do not pay any amounts due, or breach this agreement, sponsor-ed may suspend the Services until the breach is remedied or terminate this agreement immediately by notice to you. 3. Services We will endeavour to maintain the service at all times, however the Services may not be uninterrupted or error free. There may be matters beyond our reasonable control that affect the provision of the Services and we will be excused from performance while those matters continue to have an effect on us or the provision of the Services. We also do not know all your requirements and the Services are necessarily generic and therefore provided "as is". 4. Maintenance We, may from time to time perform, or require our suppliers to perform, routine maintenance, repairs, service and upgrades. We will endeavour to do so at the most convenient times and provide reasonable notice by any means we consider satisfactory. However, we will not be liable for any loss or damage arising from those maintenance, service and upgrade activities. You acknowledge that loss of data is a possibility in those circumstances and that you will keep your own copies of critical data (your content) to avoid losing it. 5. Acceptable use You will: a) use the Services in a manner which does not violate any applicable laws or regulations; b) be responsible for all information, data and material published through the Services (Client Content) and will not publish anything that is illegal. We reserve the right to immediately take down or remove any Client account containing or transferring content deemed to be illegal or deceptive;
The sponsor-ed Group Pty Ltd 700 Collins St, Docklands, 3008 info@sponsor-ed.com.au 1300 755 010 sponsor-ed terms of Service version 1.0 020412

c) maintain the confidentiality of usernames and passwords associated with its account. If you permit others to use the Services, you are responsible for making users of the Services aware of this agreement and ensuring compliance; d) be responsible for dealing with persons who access Client Content, and must not refer complaints or inquiries in relation to Client Content to sponsor-ed; e) not send unsolicited email or other electronic messages; f) not violate copyright or other intellectual property rights of any other party; and g) not download, reverse engineer, change, pass on, or sell any software residing on the sponsor-ed servers that is not your property. 5. Termination This agreement may be terminated at any time by either party giving 3 months notice to the other. Upon termination or expiry of this agreement, we may immediately remove Client Content from all of our servers. 6. Liability You confirm that you are not relying on any representation made by sponsor-ed that is not set out in this agreement. Other than in relation to any applicable consumer guarantees which may apply by law to the Services and which cannot be excluded, all statutory and other implied terms are excluded from this agreement. While we take reasonable care in providing the Services, to the extent permitted by law, sponsoreds liability for any breach of this agreement will be limited to the re-supply of the Services. Except to the extent that liability cannot be limited for consequential loss and damage, sponsor-ed, its directors, agents or employees will not be liable to you or any other person in contract, tort (including negligence) or otherwise for any cost, loss or damage including loss of profit (whether direct or indirect), business or revenue, or for any other consequential damage arising from any supply or failure or delay in supplying the Services. 7. Indemnity You will defend and indemnify sponsor-ed from and against all claims, liabilities and expenses (including legal fees) related to or arising out of content or material published or provided by you in relation to the Services, including without limitation claims made by third parties (including your customers) related to any false advertising claims, liability claims for products or services sold by you, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided, or for any content published by you using the Services, but excluding those directly and solely caused by the gross negligence, wilful default or fraud of sponsor-ed. 8. Intellectual property All materials, including but not limited to any computer software (in object code and source code form), data or information developed or provided by sponsor-ed or its suppliers or agents pursuant to this agreement, and any know-how, methodologies, equipment, or processes used by sponsor-ed to provide the Services to you, including, without limitation, all copyright, trademarks, patents, trade secrets and other proprietary rights are and will remain the sole and exclusive property of sponsored or its suppliers, including but not limited to any software programs, inventions, products and/or technology innovations and methodologies utilized, developed, or disclosed by sponsor-ed during the term of this agreement. Unauthorized copying, reverse engineering, decompiling, and creating derivative works based on any such software is expressly forbidden. We acknowledge that all Client Content is your property. 9. General
The sponsor-ed Group Pty Ltd 700 Collins St, Docklands, 3008 info@sponsor-ed.com.au 1300 755 010 sponsor-ed terms of Service version 1.0 020412

These terms constitute the entire agreement and supersede all prior agreements. Should any part of this agreement be made invalid by relevant legislation, it shall be severed from the agreement and the remainder of the agreement shall remain in force. The laws of Victoria, Australia govern this agreement.

Clients name & ABN: ABN ...

Contact details for Client: .

Clients address:

...

I, , .
Full name title

being an authorised signatory for the Client, accept the terms of the above agreement on behalf of the Client.

Sign

Date

Send completed and signed agreement to sponsor-ed at: Fax to: 03 8610 8388 Mail to: sponsor-ed 700 Collins St Docklands, 3008 Victoria This agreement becomes effective once a copy of it has been signed on behalf of sponsor-ed: Signed for and on behalf of sponsor-ed Group Pty Ltd ABN 99 132 289 895:

Authorised signatory

Date

Schedule
The sponsor-ed Group Pty Ltd 700 Collins St, Docklands, 3008 info@sponsor-ed.com.au 1300 755 010 sponsor-ed terms of Service version 1.0 020412

1) Commencement date (exactly 1 month from date of above signing): ____/_____/2012 2) Alternative fee arrangements: a) First year fee

$630

Plus Training and set up fee (once-off) $95 Grand Total $725

NOTE: Please return a purchase order with this agreement

3) Annual fee of $630 payable on each anniversary of the commencement date 4) CPI increase: The above fees will increase by the Consumer Price Index on each 1 January during the term of the agreement. 5) Client Loyalty Bonus: applicable year 1 only 6) GST: All fees above include GST which will be payable on tax invoices as provided by sponsor-ed.

The sponsor-ed Group Pty Ltd 700 Collins St, Docklands, 3008 info@sponsor-ed.com.au 1300 755 010

sponsor-ed terms of Service version 1.0 020412