# Membership Terms and Conditions

The following Membership terms and conditions (Membership Terms) govern access to, and use (as a Member) of the following {$domain} Marketplace web sites (Sites), including but not limited to:

The Sites and the content uploaded to the Sites are available to be viewed by any person browsing the internet but only a person, who has agreed to the Membership Terms, is able to sell and buy Products.

Once you click “I agree” you will be deemed to have agreed to the Membership Terms and a legally binding contract, incorporating those Membership Terms, will then exist between you and {$domain} in relation to your use of the Sites.”

If you do not want to agree to these Membership Terms, you should navigate away from this page.

If you agree to be bound by the Membership Terms on behalf of a third party (which may include your employer or other entity) named in the details you provide before clicking “I agree”, you represent and warrant that you have full legal authority to bind that third party to the Membership Terms. If you do not have the authority to do so, then you must not agree to be bound by the Membership Terms or use the Sites on behalf of such third party.

## Membership Terms and Conditions

### 1. Definitions

In these Membership Terms:

- Buyer means a Member who buys Products made available for sale on the Sites.
- Exclusive Seller means a Member who makes Products available for sale exclusively on the Sites.
- General Seller means a Member who makes Products available for sale non-exclusively on the Sites.
- Member means a person who signs up as a Member by creating an account and accepting these Membership Terms and Privacy Policy.
- Member Account has the meaning given to that term in clause 12.
- Member Ledger has the meaning given to that term in clause 12.
- Payment Agent means any payment agent or method approved by {$domain} from time to time including, but not limited to, PayPal and Skrill Moneybookers.
- Products mean products available for sale on the Sites including, but not limited to, web templates, Content Management System themes, stock music, audio effects and other forms of stock content in the form of creative digital computer files.
- Seller means a General Seller and an Exclusive Seller.
- In these Membership Terms, a reference to “we” or “us” means {$domain} and a reference to “you” or “your” means a Member.

### 2. Membership

You may only become a Member if you are 18 years or over.

You do not have an automatic entitlement to Membership and {$domain} may, at its sole discretion, elect to:

1. refuse your request to become a Member; or
2. once Membership is granted, suspend, terminate or restrict your Membership at any time.

{$domain} is not obliged to give reasons for any decision it makes to suspend, terminate or restrict your Membership or to reject your request to become a Member.

Your Membership is non-transferable.

Once Membership is granted you will only be able to access all areas of the Sites with use of the username and password you set up at the time you become a Member.

You are responsible for each and every access or use of the Sites that occurs in conjunction with use of your username and password.

Use of your username and password is conclusive evidence that you have accessed the Membership sections of the Sites.

You must use all reasonable efforts to keep your username and password confidential.

You must not allow any third party to access the Sites using your username and password and make use of the Sites on your behalf.

You must notify {$domain} in writing as soon as you become aware of any unauthorised use of your Member Account, username or password.

You acknowledge and agree that you are liable for, and will indemnify {$domain}, its related bodies corporate, affiliates, officers, directors, agents and employees against, any and all claims made by a third party arising out of your access to, and use of, the Sites as a Member.

### 3. Benefits conferred by Membership

By being registered as a Member you are, subject to these Membership Terms, entitled to:

1. buy Products from other Members;
2. sell Products to other Members (subject to clause 15);
3. participate in online forums;
4. generally make use of the Membership section of the Sites; and
5. participate in the referral program as described in clause 18.

A reference in these Membership Terms to ‘buying’ or ‘sale’ of a Product means the acquisition or grant of a license or other right to use a Product. Members who buy Products acquire a license to use that Product. This is dealt with in more detail in clause 14.

### 4. {$domain}’s Role

The Sites are online facilities that allow you to sell, and buy, Products.

Ownership of Products remains with the Seller. {$domain} does not obtain any right of ownership or use (including any intellectual property rights) in respect of the Products.

{$domain} does not have any control over, and does not take any responsibility for, the quality, safety or legality of any Products downloaded by you from the Sites.

{$domain} does not warrant that the Products or any content, code, data or materials downloaded from the Sites does not infringe the intellectual property rights of a third party. Each Seller is required to warrant that its Product does not infringe the intellectual property rights of any third party.

### 5. Availability and Use of the Sites

The Sites will usually be available 24 hours a day, seven days a week or as otherwise stated on the Sites.

{$domain} may, in its absolute discretion, and for any reason, and at any time, with or without notice:

1. interrupt or suspend your right to access the whole or any part of the Sites; and/or
2. alter, interrupt or suspend the provision of the whole or any part of the content and/or the services available on the Sites.

You agree that {$domain} will not be liable to you for any loss that you may suffer as a result of any such interruption, suspension or alteration.

When accessing the Sites (as a Member) and using the content and/or the services available on the Sites, you must also comply with any directions, instructions or protocols posted on the Sites from time to time.

### 6. Fees and Services

Membership is free.

You do not have to pay a fee to offer Products for sale on the Sites.

If you are a Buyer of a Product, you will pay a fee to buy the right to use that Product in accordance with clause 14.

If you are a Seller, you will receive the fee paid by the Buyer (less the commission to which {$domain} is entitled in accordance with clause 17). The fee is collected by {$domain} for each sale of your Products to a Buyer.

All payments by Buyers on the Sites must be paid using a Payment Agent.

You are responsible for paying all fees and taxes (including withholding tax), associated with your use of the Sites wherever levied (including any goods and services or value added taxes, which will be added to amounts billed to you, if applicable).

All references on the Sites or in this Membership Terms to “$” and “dollars” are to the virtual currency of {$domain}, known as the {$domain} Credit.

All prices on the Sites are expressed in {$domain} Credit where 1 {$domain} Credit is equal to 1 US Dollar which is the currency of the United States of America. Payment will be made in US currency and accordance with the rules of the applicable Payment Agent.

The Buyer is responsible for all costs of currency conversion from his or her preferred currency to the US Dollar, which in turn will be converted to the {$domain} Credit at time of purchase at no cost to the Buyer.

Where a payment is made by {$domain} to a Seller, the Seller is responsible for all costs of converting the amount of the payment from US currency into his or her preferred currency.

### 7. Member Information

When you want to become a Member and use the Sites, you may be asked to provide certain personal information to us (Member Information). You promise that the Member Information you provide is true, accurate and complete.

{$domain}’s information collection and use policies with respect to the privacy of such Member Information are set out in the Site’s Privacy Policy.

Any Member Information that you disclose may be used by {$domain}, its agents and contractors in relation to the provision of services accessible on the Sites, including marketing activities in relation to the Sites.

### 8. Proprietary Rights

{$domain}, its licensors, advertisers or affiliates own all:

1. the content of the Sites (other than Products which are owned by Members who offer them for sale on the Sites);
2. the look and feel, design and the organisation of the Sites;
3. the compilation of the materials on the Sites; and
4. the intellectual property rights (if any) subsisting in the works described in paragraphs (a), (b) and (c) above.

Your use of the Sites does not grant to you any ownership or like interest in any content, code, data or materials you may access on or through the Sites or any intellectual property rights subsisting in any of those things.

### 9. Copyright & Trademark Claims

{$domain} respects the intellectual property rights of others. {$domain} requires that you do the same.

If you believe that a work of which you are the owner is infringed by a Product being offered for sale on a Site has been copied in a way that constitutes copyright infringement, please forward all the following information in one document (Copyright Claim) to {$domain}:

1. your address, telephone number, and email address;
2. a description of the location of the alleged infringing material;
3. a description of the copyright work that has been allegedly infringed;
4. a statement by you, that you warrant that the information given in the Copyright Claim is accurate and that you are either the copyright owner or are authorised to act on the copyright owner’s behalf;
5. your physical or valid electronic signature.

On receipt of a Copyright Claim {$domain} will take the actions we consider necessary to manage the administration of the Copyright Claim.

If you believe that an item or user content infringes any other type of intellectual property right (not copyright) please follow the process set out in our Content Policy

### 10. Trademarks

The trademarks, logos, service marks and trade names (collectively the Trademarks) displayed on the Sites are, unless otherwise stated, the registered and unregistered Trademarks of {$domain} and others.

A Trademark may not be used by you without the approval of its owner.

Nothing contained on the Sites should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Sites without the written permission of its owner.

### 11. Confidential Information and Privacy

{$domain} does not warrant or represent that your use of the Sites will be confidential.

{$domain} is not responsible for any harm that you or any person may suffer as a result of a breach of your confidentiality in respect of your use of the Sites.

While {$domain} has taken precautions to protect information that you transmit to the Sites over the internet, {$domain} does not warrant the security of that information. Once {$domain} receives your transmission, {$domain} will take reasonable steps to preserve the security of such information.

You must not disclose any confidential information made available to you through the Sites.

When using the Sites or dealing with other users of the Sites you must respect the privacy and legal rights of other Members.

If a Member provides you with (or your Product accesses or uses) user-names, passwords or other login information or personal information of the Member (Personal Information) you must:

1. make the Member aware that the Personal Information will be available to you; and
2. ensure that, by proceeding to transact with you, the Member is giving you permission to use the Member’s Personal Information; and
3. provide a privacy notice to the user, recording the manner in which the Personal Information will be handled by you, that is legally sufficient; and
4. use the Personal Information for the limited purposes for which the Member gave permission; and
5. handle the information in accordance with the terms of the privacy notice.

If the Member has entered into a separate agreement with you that allows you (or your Product) to store or use the Member’s Personal Information directly related to your Product (not including other products or applications) then the terms of that separate agreement will govern your use of such Personal Information.

Without limiting the generality of the foregoing, if the user provides you information about the Member’s Member Accounts, you may only use that information to access the Member’s Member Accounts when, and for the limited purposes for which, the user gave permission for you to do so.

### 12. Member Accounts

When you become a Member you will have a single account that is accessible by you from any of the Sites (Member Account). Among other things, through your Member Account, you will be able to access a ledger which records payments by you to {$domain} (as a Buyer) and payments made by {$domain} to you (as a Seller or in accordance with clause 18) (Member Ledger).

### 13. Payments into and from Member Ledger

{$domain} is not a licensed financial service provider, nor does it conduct the business of banking in Australia and {$domain} provides its services as a cashier using a payment processing service rather than a banking service as defined in the Banking Act 1959 (Cth).

{$domain} is not providing a financial product or service as defined in the Corporations Act 2001 (Cth) and nor is it acting as a fiduciary or an escrow with respect to your funds.

Payments that you make into your Member Ledger

You can make a payment into your Member Ledger to buy {$domain} Credits.

Any monies that you deposit into your Member Ledger must be used to pay for Products you buy on the Sites.

{$domain} is not obliged to refund any monies that you deposit into your Member Ledger to buy {$domain} Credits to use as a Buyer. These {$domain} Credits in your Member Ledger, if not used for a period of 12 months, will be forfeited to {$domain} on the 12 month anniversary of that deposit. However, if you buy more {$domain} Credits by making a new deposit into your Member Ledger, before forfeiture of any unutilised {$domain} Credits, the balance of the payments that you have made into your Member Ledger (comprising both the new deposit and the balance of the previous {$domain} Credits) will be available for use by you for a period of 12 months from the date of the new deposit. To the extent that the new deposit is not used after the expiration of 12 months, it will be forfeited to {$domain} on the 12 month anniversary of that new deposit.

{$domain} may, but is not obliged to, warn you about the forfeiture before it occurs.

Payments made by {$domain} into your Member Ledger

You direct {$domain} to;

1. credit to your Member Ledger any amounts due to you in respect of sales of your Products on a Site; and
2. credit to your Member Ledger any Referral Commissions earned from referring new Members to the Sites (in accordance with clause 18).

For the avoidance of doubt only credits for sales of Products by the Member and Referral Commission earned by the Member which appear on the Member Ledger will be payable to a Member. Any deposits made by the Member to the Member Ledger as a Buyer remain in the Member’s Account and are not refundable.

Payments of Earnings out of your Member Ledger

{$domain} will pay to you amounts earned by you as a Seller and Referral Commissions earned by you in accordance with clause 18 (Earnings) subject to the following conditions:

You acknowledge that {$domain} reserves the right to pay any Earnings to you, at any time, at its sole discretion.

You ask {$domain} to hold all sums credited to your Member Ledger until such time as you request payment. You acknowledge that, unless {$domain} exercises its discretion to pay Earnings to you, it will continue to hold any Earnings until it receives your request for payment. Any activity on your Member Ledger such as purchases and sales will be taken to be a restatement and confirmation of this wish.

You must provide {$domain} with the correct account details and payment method when you want to receive a payout. {$domain} will make payments in regard to specific classes of sums as follows:

1. Sums under $50: {$domain} won’t pay you if you have under $50 in your Member Ledger unless over 12 months have passed from either the date of your first sale or the date on which {$domain} last paid out Earnings. If this time frame is met, {$domain} will pay you using a Payment Agent (or, for sums over $20, Payoneer) on your request;
2. Sums over $50: If you have over $50 in your Member Ledger {$domain} will pay you using a Payment Agent or Payoneer on your request; and
3. Where you have $500 or more in your Member Ledger: {$domain} will pay you by Payment Agent, Payoneer or using electronic funds transfer on your request.

If {$domain} is unable to pay Earnings to you because:

1. we do not have the correct account details or EFT details;
2. we are unable to contact you using the contact details that you have supplied;
3. you have not made a request for payment; or
4. you are asking for payment to be made to a person, or to an institution in a country, that {$domain} is prohibited from making payments to at law or where there are limitations in the banking systems.

All Earnings will continue to be held by {$domain} in accordance with your instructions to hold all sums credited to your Member Ledger.

Other than as provided for in clause 13(i), {$domain} will not pay any Earnings standing to your credit in your Member Ledger which are less than $50.00 in total but you may use these to buy Products.

You must bear all expenses incurred by {$domain} in paying monies to you. Payments made via a SWIFT transfer incur a processing fee of $35 for each payment.

SWIFT, Payoneer and Payment Agent standard terms and conditions regarding refunds, chargeback, fees and unauthorised transactions will apply and you authorise {$domain} to automatically deduct such refunds, chargeback, fees and unauthorised transactions from the Member Ledger.

### 14. Buying Products

When you buy a Product, you acquire a license to use that Product from the Seller of the Product.

Products are subject to different terms of use – depending on the type of license that you choose when buying the Product.

The different types of licenses and the conditions of use are set out in the licensing page.

Depending on the use you want to make of a Product, you will need to select the correct license required by you. You are responsible for choosing, and warrant that you have chosen, the correct license to meet your requirements. You acknowledge that {$domain} has the right to enforce against you the terms of any license that you have from a Seller.

If you buy a Product, you do so on the following terms:

1. you cannot cancel an order for a Product once the order has been submitted;
2. {$domain} does not give any undertaking as to the continued availability of Products offered for sale on the Sites;
3. once your order for a Product is accepted, and you pay the fee, you acquire a non-exclusive license to use the Product in accordance with the conditions of the license that you acquire;
4. ownership of the Product remains with the Seller;
5. payment of the fee will be made at the time of purchase; and
6. Sellers are not permitted to buy any of their own Products.

Refunds

Downloaded digital items will not be refunded except as required under the Australian Consumer Law or relevant consumer protection laws.

If you want a refund or credit on a Product you must make a claim to Support. We will assess claims on their merits, with regard to the digital nature of the goods and any preview or inspection that was available before purchase.

There is no obligation to provide a refund or credit for reasons including (but not limited to) if you:

1. have changed your mind about a Product;
2. bought a Product by mistake;
3. do not have sufficient expertise to use the Product;
4. ask for goodwill; or
5. can no longer access a Product because it has been removed by its Seller from the Site (you are advised to download Products immediately upon purchase).

When a refund or credit has been assessed by us as due, this will be paid using the same manner of purchase (that is, if the Product was bought using {$domain} Credits, the Buyer will be refunded in {$domain} credits; if the Product was bought using a credit card via PayPal the Buyer will be refunded using that mechanism).

You acknowledge and agree that despite {$domain}’s reasonable precautions, Products may be listed at an incorrect price or with incorrect information due to a typographical error or similar oversight. In these circumstances, {$domain} reserves the right to cancel or reverse a transaction, even after your order has been confirmed and a payment has been processed. If a transaction is cancelled, {$domain} will promptly arrange for any payment to be credited or refunded.

You agree and acknowledge that if, as a Buyer, you lodge a dispute with PayPal we are unable to make any payment out of your Member Account until the PayPal dispute has been closed.

### 15. Selling Products

You warrant to {$domain} and each Buyer that, as a Seller, in relation to each Product that you offer for sale on any of the Sites:

1. you own the intellectual property rights in that Product;
2. that Product does not infringe the intellectual property rights of a third party;
3. that Product is not false, inaccurate or misleading;
4. that Product is not fraudulent, stolen or an unlawful item;
5. that Product does not violate any applicable law, statute, ordinance or regulation (including but not limited to, those governing export control, consumer protection, unfair competition, criminal law, antidiscrimination or trade practices or fair trading laws);
6. that Product is not defamatory, unlawfully threatening or unlawfully harassing;
7. that Product is not obscene and does not contain child pornography and does not constitute or contain material that is adult in nature or harmful to person under the age of 18 years;
8. that Product does not contain any content that may be considered as prohibited or potentially prohibited content for the purposes of the Broadcasting Services Act 1992 (Cth);
9. that Product does not contain viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of other computer software or hardware;
10. that Product would not create liability for {$domain} or cause us to lose (in whole or in part) the services of its ISP or other suppliers; and
11. that Product would not cause {$domain} to violate any applicable law, statute, ordinance or regulation by making it available on the Sites.

As a Seller, you must:

1. ensure all copies of your Products bear a notice of ownership of the intellectual property rights in your Products;
2. not offer to or sell to Members any of your Products that have not been approved by {$domain} in accordance with this clause 15;
3. notify us of any information which may affect or assist in sales of your Product(s);
4. provide us with full and accurate information regarding enhancements and new releases of your Products;
5. act in good faith at all times and provide such assistance and co-operation as we reasonably request; and
6. to the extent practicable, maintain registrations of all relevant intellectual property rights and of all names relating in any way to your Products.

You acknowledge and agree that any Product offered for sale by you on Sites must first be submitted to {$domain} to enable it to check the quality of the Product and the information provided with the Product.

{$domain} may refuse, in its sole discretion, to allow you to offer the Product for sale on a Site. {$domain} is not required to give reasons for refusing to allow you to offer a Product for sale on a Site.

You acknowledge and agree that if {$domain} determines, in its absolute discretion, or is notified by a third party, that a Product that you offer for sale on a Site does not comply with any applicable laws and/or these Membership Terms, {$domain} may disable your Member Account and Member Ledger and withhold all amounts that you may have earned from the sale of the relevant Product until the earlier of:

1. any dispute in relation to the Product has been resolved to the satisfaction of {$domain}; and
2. the expiry of two years from the date your Member Account and Member Ledger is disabled.

If after two years, the dispute has not been resolved, {$domain} will pay amounts standing to your credit in your Member Ledger to you in accordance with clause 13.

You acknowledge and agree that {$domain} will, in its sole discretion, determine the fee payable for each Product on the Sites.

Products on Sites are continuously reviewed to ensure the library remains consistent with {$domain}’s latest quality and technical standards, currency of software and market trends.

You acknowledge and agree that {$domain} may, at its sole discretion, elect at any time and for any reason to remove your Products from a Site without notice to you. {$domain} is not responsible for any loss that you may suffer as a result a Product being removed from any of the Sites by {$domain}.

{$domain} is not liable for any loss suffered by you as a result of a Buyer making use of a Product that you offer for sale on a Site contrary to the conditions on which the Product was sold to the Buyer.

Unless you elect to become an Exclusive Seller in accordance with clause 16, you are free to sell the Product on other web sites or through other outlets as you see fit.

You agree and acknowledge that {$domain} may use the whole or any part of a Product which you offer for sale at the {$domain} Marketplace to promote the Sites. This promotional use may include use on a features page on a Site itself, or on other sites (eg social networks). No compensation is due or payable for such uses of your Product.

You agree and acknowledge that an {$domain} affiliate can use your watermarked previews in their promotion of the Sites. No compensation is due or payable for such uses of your preview.

You agree that a Seller may use a watermarked preview of your Product in a preview of another Product without requiring permission from you, without violating your copyright and without providing monetary compensation to you. The Seller must credit such usage by providing a link to your Product.

You authorise {$domain} to submit a DMCA notice to others on your behalf regarding unauthorised use or copies of your Products made elsewhere (without obligation and at {$domain}’s sole discretion).

### 15A. Special arrangements

Bundles

{$domain} may include your Products in promotions such as an {$domain} bundle (bundle). If your Product is selected to be part of a bundle, you’ll be informed about how to calculate the revenue your Product can earn as a proportion of the total bundle when included in it, and any change of commission rate applying to your Product in the bundle. When you are notified of your Product’s selection to be included as part of a bundle you will be told when the bundle offer will be run and how much time you have to opt out of the bundle. If you do not opt out within the time frame specified, you agree that your Product will be offered for sale as part of the bundle.

All specifics of bundles are made at our sole discretion (regardless of current commission rates, your sales or your exclusivity status). Sales of bundles will not be counted towards your marketplace sales for the purpose of calculating the marketplace commission on your non-bundle Products.

You acknowledge that it can take several weeks to process and apportion bundle payments and that your Member Ledger will not be credited immediately.

Special Deals

Sometimes we might negotiate volume or other arrangements with Buyers as part of our creation of business development opportunities for Sellers (special deals). You give us permission to negotiate special deals.

Changes to pricing: Special deals might involve Products being sold for prices that are different to the advertised prices on Sites. This means that the fee payable to you is based on the revenue generated from the sales of your Products via our Sites, which may not always be determined by reference to the advertised price.

Changes to commission: Special deals might also involve a change to the commission rate for a Product for a particular special deal (as well as the price). You will be given the opportunity to opt out of participating in a special deal that changes the commission rate for a Product selected for a special deal within the time frame we set out when we make the offer to you.

Additional license terms: Special deals might also involve you entering supplementary licensing arrangements to allow the Buyer to use your Product in particular ways. If these supplementary licenses are substantially different from the standard marketplace licenses, you will also be given the opportunity to opt out of participating in the special deal within the time frame we set out when we make the offer to you.

### 16. Exclusivity

You may elect to become an Exclusive Seller which means that you agree only to sell your Products through the Sites and not through other web sites or other medium (Exclusive Seller).

In order to become an Exclusive Seller, you must elect to opt into the Exclusive Author Program through your Member Account.

For the avoidance of doubt, as an Exclusive Seller, you are still bound by these Membership Terms including the terms of clauses 15 and 15A which set out the obligations of Sellers generally.

### 17. Commissions

If one or more of your Products is sold over the Sites, {$domain} will credit your Member Ledger with the balance of the fee received from the Buyer (that is the gross fee less {$domain}’s commission).

You authorize {$domain} to collect and distribute such fees and commissions on your behalf.

The commission payable to {$domain} on each sale of a Product will vary according to whether or not you are a General Seller or an Exclusive Seller or whether you are participating in a special deal.

If you are an Exclusive Seller, {$domain}’s commission for each of your Products that are sold over the Sites will be calculated by reference to the Commission Table and by reference to the accumulated value of gross sales of your Products you have achieved over the Sites (Lifetime Sales Volume).

Commission rates may be varied by {$domain} at its sole discretion, from time to time.

Any changes to the commission rates by {$domain} will take effect on and from the date on which notice of the variation is posted by {$domain} on the Sites. (For commission rates on special deals, see clauses 15 and 15A.)

### 18. Referrals

If you refer a new Member to any of the Sites you will receive a commission equal to 30% of that new Member’s first cash deposit (Referral Commission).

You automatically have a referral code generated using your username. This code is available on theReferral Page.

New Members referred via your referral link are eligible if they:

1. have cookies enabled on their browser;
2. do not clear their cookies;
3. have not been previously referred by another Member;
4. are not related to you or your business or company;
5. have been referred via an external site and not through an {$domain} site; and
6. make a cash deposit or purchase within three months of the referral.

You may not refer new Members by:

1. purchasing a domain name, search engine keyword or pay-per-click advertisement that use any {$domain} trademarks and/or variations and mis-spellings thereof; or
2. sending unsolicited email or other messaging that in any way may constitute spam;
3. engaging in any conduct that would amount to a breach of any laws including, but not limited to, privacy, intellectual property and spam;
4. engaging in any conduct that is directly or indirectly in contravention of any direction given to you by {$domain} or these Membership Terms; or
5. engaging in any conduct that does not meet {$domain}’s standards of ‘fair play’ at {$domain}’s discretion.

{$domain} reserves the right, in its absolute discretion, to determine whether or not your use of the referral program complies with any applicable laws and/or these Membership Terms.

{$domain}’s determination as to whether or not your use of the referral program is in breach of any applicable laws and/or these Membership Terms is final and binding.

If {$domain} determines that you have not complied with any applicable laws and/or these Membership Terms, {$domain} will disable your Member Account and withhold all Referral Commissions that may be payable by {$domain} to you at the time it becomes aware of your failure to comply.

### 19. Prohibited Conduct

You warrant that while using the Sites and the various services and features offered on or through the Sites, you will not:

1. use a false email address or impersonate any person or entity or misrepresent your affiliation with any other person or entity;
2. insert your own or a third party’s advertising, branding or other promotional content into any of the Site’s content, materials or services or use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes; or
3. attempt to gain unauthorised access to other computer systems through the Sites.

You must not:

1. engage in “spidering”, “screen scraping,” “database scraping,” harvesting of e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through the Sites or the services offered on or through the Sites, including without limitation any information residing on any server or database connected to the Sites or the services offered on or through the Sites;
2. obtain or attempt to obtain unauthorised access to computer systems, materials or information through the Sites by any means;
3. use the Sites or the services made available on or through the Sites in any manner with the intent to interrupt, damage, disable, overburden, or impair the Sites or such services, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests;
4. use the Sites, content or services offered on the Sites for any purpose or activity of an illegal, fraudulent, obscene, offensive, personally offensive or defamatory nature;
5. use the Sites to distribute or make available any Product whose primary purpose is to facilitate the distribution of Products outside of the Sites;
6. use any mechanism, device software or script to affect the proper functioning of the Sites including taking any action which may infect the Sites with any routine, including (but not limited to) any virus, time bomb, trojan horse, worm, cancelbot or other computer routine that may damage, interfere with, delay, intercept or expropriate any system, data or personal information;
7. take any action which may interfere with, disrupt, manipulate, tamper with or otherwise abuse the Sites or networks connected to the Sites;
8. use the Sites or the Sites’ services or features in violation of {$domain}’s or any third party’s intellectual property or other proprietary or legal rights; or
9. use the Sites or the Sites’ services in violation of any applicable law.

You further agree that you must not attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Sites or the Sites’ services, or any content of the Sites or any of its domains, or make any unauthorised use of the Sites or the Sites’ services or any content of the Sites or any of the domains of the Sites.

You agree that you must not use the Sites in any manner that could damage, disable, overburden, or impair the Sites or interfere with any other party’s use and enjoyment of the Sites or any of its services.

You must not obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Sites.

{$domain} reserves the right, in its absolute discretion, to determine whether or not your use of the Sites or content or services available on the Sites complies with these Membership Terms.

Any commercial or promotional distribution, publishing or exploitation of the Sites, or any content, code, data or materials on the Sites, is strictly prohibited unless you have received the express prior written permission from {$domain}.

Other than as expressly allowed in these Membership Terms, and unless otherwise indicated in these Membership Terms, you may not download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on or made available through the Sites.

### 20. Linking to the Sites

You agree that if you include a link from any other web site to one or more of the Sites, such link must link to the full version of an HTML formatted page of the relevant Site.

You are not permitted to link directly to any image hosted on the Sites or our services, such as using an “in-line” linking method to cause the image hosted by us to be displayed on another web site.

You agree not to download or use images hosted on the Sites on another web site, for any purpose, including, without limitation, posting such images on another site.

You agree not to link from any other web site to any of the Sites in any manner such that the Sites, or any page of the Sites, is “framed”, surrounded or obfuscated by any third party content, materials or branding.

We reserve all of our rights under the law to insist that any link to any of the Sites be discontinued, and to revoke your right to link to the Sites from any other web site at any time upon written notice to you.

### 21. Third Party Sites

You may be able to link from the Sites to third party web sites and third party web sites may link to the Sites (Linked Sites).

You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Sites, even if they are owned or run by affiliates of ours.

The inclusion of a link to a Linked Site on a Site does not constitute or indicate any relationship between {$domain} and the operator of that Linked Site or any endorsement or sponsorship by {$domain} of that Linked Site.

{$domain} disclaims any liability for links:

1. from another web site to any of the Sites; and
2. to another web site from any of the Sites.

{$domain} is not responsible for any form of transmission received from any Linked Site.

### 22. Third Party Developers

{$domain} is aware that third party developers offer applications for use in conjunction with the Sites and that use of these applications may require you to disclose confidential information (such as your {$domain} password and user name).

While welcoming the contribution made by these third party developers {$domain} is not able to, and does not, warrant or endorse those applications and cannot be responsible for any interaction between you and a third party developer. {$domain} disclaims any liability so arising.

You will need to form your own view of the benefits to be derived from using any such applications and the reliability and trustworthiness of the third party developer.

### 23. Public Forums

{$domain} may, from time to time, make messaging services, chat services, bulletin boards, message boards, blogs, other forums and other such services available on or through the Sites.

In addition to any other rules or regulations that we may post in connection with a particular service, you agree that you must not upload, post, transmit, distribute or otherwise publish through the Sites or any service or feature made available on or through the Sites, any materials which:

1. restrict or inhibit any other user from using and enjoying the Sites or the Sites’ services;
2. are fraudulent, unlawful, threatening, abusive, harassing, libellous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent;
3. constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law;
4. violate, plagiarise or infringe the rights of third parties including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right;
5. contain a virus, spyware, or other harmful component;
6. contain embedded links, commercial solicitation, advertising, chain letters, mass mailings or, pyramid schemes of any kind;
7. constitute commercial solicitation or ‘spam’ of any kind; or
8. constitute or contain false or misleading indications of origin, endorsement or statements of fact.

You further agree not to impersonate any other person or entity, whether actual or fictitious, including anyone from {$domain}.

You also may not offer to buy or sell any product or service on, or through, your comments submitted to our forums. You alone are responsible for all information and materials that you post to the Sites and the consequences of any of your activities on the Sites.

{$domain} reserves the right, but does not have an obligation, to monitor and/or review all information and materials posted to the Sites or through the Sites, and {$domain} is not responsible for, and assumes no liability for, any such materials posted by users. However, {$domain} reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in {$domain}’s sole discretion are objectionable or in violation of these Membership Terms, {$domain}’s policies or applicable law.

{$domain} may also impose limits on certain features of the forums or restrict your access to part or all of the forums without notice or penalty if we believe you are in breach of these Membership Terms or applicable law, or for any other reason without notice or liability.

It is important to remember that comments submitted to a forum may be recorded and stored in multiple places, both on our Sites and elsewhere on the Internet, which are likely to be accessible for a long time and you have no control over who will read them eventually.

It is therefore important that you are careful and selective about the personal information that you disclose about yourself and others, and in particular, you should not disclose sensitive, embarrassing, proprietary or confidential information in your comments to our public forums.

### 24. Disclaimer

The Competition and Consumer Act 2010 (Cth) and similar state and territory legislation in Australia may confer rights and remedies on you in relation to the provision of goods or services on the Sites which cannot be excluded, restricted or modified by {$domain} (Non-excludable Rights).

{$domain} does not exclude any Non-excludable Rights but does exclude all other conditions and warranties implied by custom, law or statute.

Except as provided for by the Non-excludable Rights:

1. all content and services on the Sites is provided “as is” and without warranties of any kind, either express or implied;
2. {$domain} and its suppliers expressly disclaim all warranties of any kind, including but not limited to implied warranties of merchantability and fitness for a particular purpose;
3. {$domain} does not warrant that the functions contained in any content or your access to the Sites will be uninterrupted or error-free, that any defects will be corrected or that the Sites or the server which stores and transmits content to you are free of viruses or any other harmful components; and
4. {$domain} does not warrant or make any representation regarding your access to, or the results of your access to, the Sites (including any related or linked websites) or any content in terms of correctness, accuracy, timeliness, completeness, reliability or otherwise.

Under no circumstances (including but not limited to any act or omission on the part of {$domain}) will {$domain} or its affiliates be liable for any indirect, incidental, special and/or consequential damages or loss of profits whatsoever which result from any use or access of, or any inability to use or access, the Sites.

To the fullest extent permitted by law, {$domain}’s liability for breach of any implied warranty or condition which cannot be excluded is limited at the option of {$domain} to the following:

1. in the case of services supplied or offered by {$domain}:
2. 1. the supply of the services again;
   2. the payment of the cost of having services supplied again; and
3. in the case of goods supplied or offered by {$domain}:
4. 1. the replacement of the goods or the supply of equivalent goods; or
   2. The payment of the cost of replacing the goods or acquiring equivalent goods.

### 25. Indemnification and Release

You are solely responsible (and agree that {$domain} has no responsibility to you or to any third party for) for, and you agree to indemnify and hold harmless {$domain} (as well as {$domain}’s affiliates, directors, officers, employees and agents) from any and all claims, liabilities, costs and expenses (including legal fees) arising in any way from, any of the following matters:

1. your use of the Sites;
2. any Products you sell or buy through the Sites;
3. your placement or transmission of any Product, message, content, information, software or other materials through the Sites;
4. your breach of any applicable related third party contract or terms of service
5. your breach of the law or of these Membership Terms.

{$domain} reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with {$domain}’s defense of such claim.

### 26. Changes to Membership Terms

{$domain} may, at its sole discretion, revise or change these Membership Terms (in whole or in part) or the content of the Sites from time to time and at any time without notice to you.

Changes in the Membership Terms will be effective at the time notice of the change is posted by us on the Sites. It is your responsibility to check for these notices.

Your continued use of the Sites and/or the content or services made available on or through the Sites after any changes to the Membership Terms are posted will be considered acceptance of those changes.

### 27. Relationship between the Parties

Nothing in these Membership Terms:

1. constitutes a partnership between the parties; and
2. except as expressly provided, makes their party an agent of another party for any purpose.

A party cannot in anyway or for any purpose:

1. bind another party; or
2. contract in the name of another party.

If a party must fulfil an obligation and that party is dependent on another party, then that other party must do each thing reasonably within its power to assist the other in the performance of that obligation.

### 28. Suspension or Termination

{$domain} may suspend or terminate your registration as a Member and deny you access to your Member Account immediately if:

1. you breach these Membership Terms or any other terms and conditions, agreements or rules governing the Sites;
2. {$domain} is unable to verify or authenticate any information you provide to us when you initially sign up as a Member or in the course of using the Sites; or
3. {$domain} believes that your actions may cause legal liability for you, our other Members or us.

Should {$domain} elect to suspend, terminate or restrict your Membership in any way, you may be prohibited from accessing the Sites temporarily or permanently. In either case, you must not apply for a new Member account.

### 29. Notices

Any notice given in accordance with these Membership Terms will be correctly given if it is in writing and is emailed to a party to the email address that that party has nominated or any other email address as may be notified for the purpose of the service of notices.

A notice will be deemed to have been given on the date of delivery.

### 30. Applicable Laws

If you make use of the Sites, or the Products, content, code, data or materials on the Sites or available through the Sites, except as otherwise provided for in these Membership Terms, you may breach intellectual property laws (including copyright) and other state and federal laws of Australia and other countries and may be subject to liability for such unauthorised use.

We control and operate the Sites from our offices in Australia. We do not represent that materials on the Sites are appropriate or available for use in other locations. Persons who choose to access the Sites from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

The laws of Victoria, Australia govern these Membership Terms. Each of {$domain} and the Member irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Victoria, Australia.