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<h1 class="page-title">        Membership Terms and Conditions
        
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  <p>The following Membership terms and conditions (<strong>Membership
Terms</strong>) govern access to, and use (as a Member) of the
following <?php echo $this->_tpl_vars['domain']; ?>
 Marketplace web sites (<strong>Sites</strong>),
including but not limited to:</p>

<p>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.</p>

<p>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 <?php echo $this->_tpl_vars['domain']; ?>
 in relation
to your use of the Sites.”</p>

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

<p>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.</p>


<h2>Membership Terms and Conditions</h2>
<h3>1. Definitions</h3>

<p>In these Membership Terms:</p>
<ul class="text-list">
  <li><strong>Buyer</strong> means a Member who buys Products made
  available for sale on the Sites.</li>
  <li><strong>Exclusive Seller</strong> means a Member who makes
  Products available for sale exclusively on the Sites.</li>
  <li><strong>General Seller</strong> means a Member who makes
  Products available for sale non-exclusively on the Sites.</li>
  <li><strong>Member</strong> means a person who signs up as a Member
  by creating an account and accepting these Membership Terms and
  Privacy Policy.</li>
  <li><strong>Member Account</strong> has the meaning given to that
  term in clause 12.</li>
  <li><strong>Member Ledger</strong> has the meaning given to that term
  in clause 12.</li>
  <li><strong>Payment Agent</strong> means any payment agent or method
    approved by <?php echo $this->_tpl_vars['domain']; ?>
 from time to time including, but not limited
    to, PayPal and Skrill Moneybookers.</li>
  <li><strong>Products</strong> 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.</li>
  <li><strong>Seller</strong> means a General Seller and an Exclusive
  Seller.</li>
  <li>In these Membership Terms, a reference to “<strong>we</strong>”
  or “<strong>us</strong>” means <?php echo $this->_tpl_vars['domain']; ?>
 and a reference to
  “<strong>you</strong>” or “<strong>your</strong>” means a
  Member.</li>
</ul>
        
<h3>2. Membership</h3>
<p>You may only become a Member if you are 18 years or over.</p>
<p>You do not have an automatic entitlement to Membership and <?php echo $this->_tpl_vars['domain']; ?>

  may, at its sole discretion, elect to:</p>
<ol class="text-list alpha">
  <li>refuse your request to become a Member; or</li>
  <li>once Membership is granted, suspend, terminate or restrict your
  Membership at any time.</li>
</ol>
<p><?php echo $this->_tpl_vars['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.</p>
<p>Your Membership is non-transferable.</p>
<p>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.</p>
<p>You are responsible for each and every access or use of the Sites
that occurs in conjunction with use of your username and password.</p>
<p>Use of your username and password is conclusive evidence that you
have accessed the Membership sections of the Sites.</p>
<p>You must use all reasonable efforts to keep your username and
password confidential.</p>
<p>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.</p>
<p>You must notify <?php echo $this->_tpl_vars['domain']; ?>
 in writing as soon as you become aware of
any unauthorised use of your Member Account, username or password.</p>
<p>You acknowledge and agree that you are liable for, and will
  indemnify <?php echo $this->_tpl_vars['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.</p>

<h3>3. Benefits conferred by Membership</h3>
<p>By being registered as a Member you are, subject to these
Membership Terms, entitled to:</p>
<ol class="text-list alpha">
  <li>buy Products from other Members;</li>
  <li>sell Products to other Members (subject to <strong>clause
  15</strong>);</li>
  <li>participate in online forums;</li>
  <li>generally make use of the Membership section of the Sites;
  and</li>
  <li>participate in the referral program as described
  in <strong>clause 18</strong>.</li>
</ol>

<p>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 <strong>clause
14</strong>.</p>

<h3>4. <?php echo $this->_tpl_vars['domain']; ?>
’s Role</h3>
<p>The Sites are online facilities that allow you to sell, and buy,
Products.</p>
<p>Ownership of Products remains with the Seller. <?php echo $this->_tpl_vars['domain']; ?>
 does not
obtain any right of ownership or use (including any intellectual
property rights) in respect of the Products.</p>
<p><?php echo $this->_tpl_vars['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.</p>
<p><?php echo $this->_tpl_vars['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.</p>

<h3>5. Availability and Use of the Sites</h3>
<p>The Sites will usually be available 24 hours a day, seven days a
week or as otherwise stated on the Sites.</p>
<p><?php echo $this->_tpl_vars['domain']; ?>
 may, in its absolute discretion, and for any reason, and at
any time, with or without notice:</p>
<ol class="text-list alpha">
  <li>interrupt or suspend your right to access the whole or any part of
    the Sites; and/or</li>
  <li>alter, interrupt or suspend the provision of the whole or any part
    of the content and/or the services available on the Sites.</li>
</ol>

<p>You agree that <?php echo $this->_tpl_vars['domain']; ?>
 will not be liable to you for any loss that
you may suffer as a result of any such interruption, suspension or
alteration.</p>
<p>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.</p>

<h3>6. Fees and Services</h3>
<p>Membership is free.</p>
<p>You do not have to pay a fee to offer Products for sale on the
Sites.</p>
<p>If you are a Buyer of a Product, you will pay a fee to buy the
right to use that Product in accordance with <strong>clause
14</strong>.</p>
<p>If you are a Seller, you will receive the fee paid by the Buyer
(less the commission to which <?php echo $this->_tpl_vars['domain']; ?>
 is entitled in accordance
with <strong>clause 17</strong>). The fee is collected by <?php echo $this->_tpl_vars['domain']; ?>
 for
each sale of your Products to a Buyer.</p>
<p>All payments by Buyers on the Sites must be paid using a Payment
Agent.</p>
<p>You are responsible for paying all fees and taxes (including
withholding tax), associated with your use of the Sites wherever
levied (including any goods and services or value added taxes, which
will be added to amounts billed to you, if applicable).</p>
<p>All references on the Sites or in this Membership Terms to “$” and
“dollars” are to the virtual currency of <?php echo $this->_tpl_vars['domain']; ?>
, known as the <?php echo $this->_tpl_vars['domain']; ?>

Credit.</p>
<p>All prices on the Sites are expressed in <?php echo $this->_tpl_vars['domain']; ?>
 Credit where 1
<?php echo $this->_tpl_vars['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.</p>
<p>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 <?php echo $this->_tpl_vars['domain']; ?>
 Credit at time of purchase at no cost to the
Buyer.</p>
<p>Where a payment is made by <?php echo $this->_tpl_vars['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.</p>

<h3>7. Member Information</h3>
<p>When you want to become a Member and use the Sites, you may be
asked to provide certain personal information to us (<strong>Member
Information</strong>). You promise that the Member Information you
provide is true, accurate and complete.</p>
<p><?php echo $this->_tpl_vars['domain']; ?>
’s information collection and use policies with respect to
the privacy of such Member Information are set out in the
Site’s <a href="/legal/privacy">Privacy Policy</a>.</p>
<p>Any Member Information that you disclose may be used by <?php echo $this->_tpl_vars['domain']; ?>
, its
agents and contractors in relation to the provision of services
accessible on the Sites, including marketing activities in relation to
the Sites.</p>

<h3>8. Proprietary Rights</h3>
<p><?php echo $this->_tpl_vars['domain']; ?>
, its licensors, advertisers or affiliates own all:</p>
<ol class="text-list alpha">
  <li>the content of the Sites (<strong>other than Products which are
  owned by Members who offer them for sale on the
  Sites</strong>);</li>
  <li>the look and feel, design and the organisation of the
  Sites;</li>
  <li>the compilation of the materials on the Sites; and</li>
  <li>the intellectual property rights (if any) subsisting in the
  works described in paragraphs (a), (b) and (c) above.</li>
</ol>
<p>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.</p>

<h3>9. Copyright &amp; Trademark Claims</h3>
<p><?php echo $this->_tpl_vars['domain']; ?>
 respects the intellectual property rights of others. <?php echo $this->_tpl_vars['domain']; ?>

requires that you do the same. </p>
<p>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 (<strong>Copyright
Claim</strong>) to <?php echo $this->_tpl_vars['domain']; ?>
:</p>
<ol class="text-list alpha">
  <li>your address, telephone number, and email address;</li>
  <li>a description of the location of the alleged infringing
    material;</li>
  <li>a description of the copyright work that has been allegedly
  infringed;</li>
  <li>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;</li>
  <li>your physical or valid electronic signature.</li>
</ol>
<p>On receipt of a Copyright Claim <?php echo $this->_tpl_vars['domain']; ?>
 will take the actions we
consider necessary to manage the administration of the Copyright
Claim. </p>
<p>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 <a href="http://support.<?php echo $this->_tpl_vars['domain']; ?>
.com/index.php?/Knowledgezipmarket/Article/View/284">Content
  Policy</a></p>

<h3>10. Trademarks</h3>

<p>The trademarks, logos, service marks and trade names (collectively
  the <strong>Trademarks</strong>) displayed on the Sites are, unless
  otherwise stated, the registered and unregistered Trademarks of
  <?php echo $this->_tpl_vars['domain']; ?>
 and others.</p>
<p>A Trademark may not be used by you without the approval of its
owner.</p>
<p>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.</p>

<h3>11. Confidential Information and Privacy</h3>
<p><?php echo $this->_tpl_vars['domain']; ?>
 does not warrant or represent that your use of the Sites
will be confidential.</p>
<p><?php echo $this->_tpl_vars['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.</p>
<p>While <?php echo $this->_tpl_vars['domain']; ?>
 has taken precautions to protect information that you
transmit to the Sites over the internet, <?php echo $this->_tpl_vars['domain']; ?>
 does not warrant the
security of that information. Once <?php echo $this->_tpl_vars['domain']; ?>
 receives your transmission,
<?php echo $this->_tpl_vars['domain']; ?>
 will take reasonable steps to preserve the security of such
information.</p>
<p>You must not disclose any confidential information made available
to you through the Sites.</p>
<p>When using the Sites or dealing with other users of the Sites you
must respect the privacy and legal rights of other Members.</p>
<p>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 (<strong>Personal Information</strong>) you
must:</p>
<ol class="text-list alpha">
  <li>make the Member aware that the Personal Information will be
  available to you; and</li>
  <li>ensure that, by proceeding to transact with you, the Member is
  giving you permission to use the Member’s Personal Information;
  and</li>
  <li>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</li>
  <li>use the Personal Information for the limited purposes for which
  the Member gave permission; and</li>
  <li>handle the information in accordance with the terms of the
  privacy notice.</li>
</ol>
<p>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.</p>
<p>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.</p>

<h3>12. Member Accounts</h3>
<p>When you become a Member you will have a single account that is
accessible by you from any of the Sites (<strong>Member
Account</strong>). Among other things, through your Member Account,
you will be able to access a ledger which records payments by you to
<?php echo $this->_tpl_vars['domain']; ?>
 (as a Buyer) and payments made by <?php echo $this->_tpl_vars['domain']; ?>
 to you (as a Seller or
in accordance with <strong>clause 18</strong>) (<strong>Member
Ledger</strong>).</p>

<h3>13. Payments into and from Member Ledger</h3>

<p><?php echo $this->_tpl_vars['domain']; ?>
 is not a licensed financial service provider, nor does it
conduct the business of banking in Australia and <?php echo $this->_tpl_vars['domain']; ?>
 provides its
services as a cashier using a payment processing service rather than a
banking service as defined in the <em>Banking Act 1959 (Cth)</em>.</p>
<p><?php echo $this->_tpl_vars['domain']; ?>
 is not providing a financial product or service as defined
in the <em>Corporations Act 2001 (Cth)</em> and nor is it acting as a
fiduciary or an escrow with respect to your funds.</p>

<p><strong>Payments that you make into your Member Ledger</strong></p>

<p>You can make a payment into your Member Ledger to buy <?php echo $this->_tpl_vars['domain']; ?>

Credits.</p>
<p>Any monies that you deposit into your Member Ledger must be used to
pay for Products you buy on the Sites.</p>
<p><?php echo $this->_tpl_vars['domain']; ?>
 is not obliged to refund any monies that you deposit into
 your Member Ledger to buy <?php echo $this->_tpl_vars['domain']; ?>
 Credits to use as a Buyer. These
 <?php echo $this->_tpl_vars['domain']; ?>
 Credits in your Member Ledger, if not used for a period of 12
 months, will be forfeited to <?php echo $this->_tpl_vars['domain']; ?>
 on the 12 month anniversary of
 that deposit. However, if you buy more <?php echo $this->_tpl_vars['domain']; ?>
 Credits by making a new
 deposit into your Member Ledger, before forfeiture of any unutilised
 <?php echo $this->_tpl_vars['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 <?php echo $this->_tpl_vars['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 <?php echo $this->_tpl_vars['domain']; ?>
 on the 12 month anniversary of that
 new deposit.</p>
<p><?php echo $this->_tpl_vars['domain']; ?>
 may, but is not obliged to, warn you about the forfeiture
before it occurs.</p>

<p><strong>Payments made by <?php echo $this->_tpl_vars['domain']; ?>
 into your Member Ledger</strong></p>

<p>You direct <?php echo $this->_tpl_vars['domain']; ?>
 to;</p>
<ol class="text-list alpha">
  <li>credit to your Member Ledger any amounts due to you in respect
  of sales of your Products on a Site; and</li>
  <li>credit to your Member Ledger any Referral Commissions earned
  from referring new Members to the Sites (in accordance
  with <strong>clause 18</strong>).</li>
</ol>

<p>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.</p>

<p><strong>Payments of Earnings out of your Member Ledger</strong></p>

<p><?php echo $this->_tpl_vars['domain']; ?>
 will pay to you amounts earned by you as a Seller and
  Referral Commissions earned by you in accordance with <strong>clause
  18 (Earnings)</strong> subject to the following conditions:</p>

<p>You acknowledge that <?php echo $this->_tpl_vars['domain']; ?>
 reserves the right to pay any Earnings
to you, at any time, at its sole discretion. </p>

<p>You ask <?php echo $this->_tpl_vars['domain']; ?>
 to hold all sums credited to your Member Ledger
until such time as you request payment. You acknowledge that, unless
<?php echo $this->_tpl_vars['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.</p>

<p>You must provide <?php echo $this->_tpl_vars['domain']; ?>
 with the correct account details and
payment method when you want to receive a payout. <?php echo $this->_tpl_vars['domain']; ?>
 will make
payments in regard to specific classes of sums as follows:</p>

<ol class="text-list roman">
<li>Sums under $50: <?php echo $this->_tpl_vars['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 <?php echo $this->_tpl_vars['domain']; ?>
 last paid out Earnings.
If this time frame is met, <?php echo $this->_tpl_vars['domain']; ?>
 will pay you using a Payment Agent
(or, for sums over $20, Payoneer) on your request;</li>
<li>Sums over $50: If you have over $50 in your Member Ledger <?php echo $this->_tpl_vars['domain']; ?>

will pay you using a Payment Agent or Payoneer on your request;
and</li>
<li>Where you have $500 or more in your Member Ledger: <?php echo $this->_tpl_vars['domain']; ?>
 will pay
you by Payment Agent, Payoneer or using electronic funds transfer on your
request. </li>
</ol>

<p>If <?php echo $this->_tpl_vars['domain']; ?>
 is unable to pay Earnings to you because:</p>

<ol class="text-list alpha">
  <li>we do not have the correct account details or EFT details;</li>
  <li>we are unable to contact you using the contact details
  that you have supplied;</li>
  <li>you have not made a request for payment; or</li>
  <li>you are asking for payment to be made to a person, or to an
  institution in a country, that <?php echo $this->_tpl_vars['domain']; ?>
 is prohibited from making
  payments to at law or where there are limitations in the banking
  systems.</li>
</ol>

<p>All Earnings will continue to be held by <?php echo $this->_tpl_vars['domain']; ?>
 in accordance with
your instructions to hold all sums credited to your Member Ledger.</p>

<p>Other than as provided for in <strong>clause 13(i)</strong>, <?php echo $this->_tpl_vars['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.</p>
<p>You must bear all expenses incurred by <?php echo $this->_tpl_vars['domain']; ?>
 in paying monies to
you. Payments made via a SWIFT transfer incur a processing fee of $35
for each payment.</p>

<p>SWIFT, Payoneer and Payment Agent standard terms and conditions
regarding refunds, chargeback, fees and unauthorised transactions will
apply and you authorise <?php echo $this->_tpl_vars['domain']; ?>
 to automatically deduct such refunds,
chargeback, fees and unauthorised transactions from the Member
Ledger. </p>


<h3>14. Buying Products</h3>
<p>When you buy a Product, you acquire a license to use that Product
from the Seller of the Product.</p>
<p>Products are subject to different terms of use – depending on the
type of license that you choose when buying the Product.</p>
<p>The different types of licenses and the conditions of use are set
  out in the <a href="/licenses">licensing page</a>.</p>
<p>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 <?php echo $this->_tpl_vars['domain']; ?>
 has the right to
enforce against you the terms of any license that you have from a
Seller.</p>
<p>If you buy a Product, you do so on the following terms:</p>
<ol class="text-list alpha">
  <li>you cannot cancel an order for a Product once the order has been
  submitted;</li>
  <li><?php echo $this->_tpl_vars['domain']; ?>
 does not give any undertaking as to the continued
  availability of Products offered for sale on the Sites;</li>
  <li>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;</li>
  <li>ownership of the Product remains with the Seller;</li>
  <li>payment of the fee will be made at the time of purchase; and</li>
  <li>Sellers are not permitted to buy any of their own Products.</li>
</ol>

<p><strong>Refunds</strong></p>

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

<p>If you want a refund or credit on a Product you must make a claim
to <a href="http://support.<?php echo $this->_tpl_vars['domain']; ?>
.com">Support</a>. 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.</p>
<p>There is no obligation to provide a refund or credit for reasons
including (but not limited to) if you: </p>
<ol class="text-list alpha">
  <li>have changed your mind about a Product; </li>
  <li>bought a Product by mistake; </li>
  <li>do not have sufficient expertise to use the Product; </li>
  <li>ask for goodwill; or </li>
  <li>can no longer access a Product because it has been removed by
  its Seller from the Site <strong>(you are advised to download Products
  immediately upon purchase)</strong>.</li>
</ol>
 
<p>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 <?php echo $this->_tpl_vars['domain']; ?>
 Credits, the Buyer will be refunded in <?php echo $this->_tpl_vars['domain']; ?>

credits; if the Product was bought using a credit card via PayPal the
Buyer will be refunded using that mechanism).</p>

<p>You acknowledge and agree that despite <?php echo $this->_tpl_vars['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, <?php echo $this->_tpl_vars['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, <?php echo $this->_tpl_vars['domain']; ?>

will promptly arrange for any payment to be credited or refunded.</p>

<p>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. </p>

<h3>15. Selling Products</h3>

<p>You warrant to <?php echo $this->_tpl_vars['domain']; ?>
 and each Buyer that, as a Seller, in relation
  to each Product that you offer for sale on any of the Sites:</p>
<ol class="text-list alpha">
  <li>you own the intellectual property rights in that Product;</li>
  <li>that Product does not infringe the intellectual property rights
  of a third party;</li>
  <li>that Product is not false, inaccurate or misleading;</li>
  <li>that Product is not fraudulent, stolen or an unlawful item;</li>
  <li>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);</li>
  <li>that Product is not defamatory, unlawfully threatening or
  unlawfully harassing;</li>
  <li>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;</li>
  <li>that Product does not contain any content that may be considered
  as prohibited or potentially prohibited content for the purposes of
  the <em>Broadcasting Services Act 1992 (Cth)</em>;</li>
  <li>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;</li>
  <li>that Product would not create liability for <?php echo $this->_tpl_vars['domain']; ?>
 or cause us
  to lose (in whole or in part) the services of its ISP or other
  suppliers; and</li>
  <li>that Product would not cause <?php echo $this->_tpl_vars['domain']; ?>
 to violate any applicable
  law, statute, ordinance or regulation by making it available on the
  Sites.</li>
  </ol>
<p>As a Seller, you must:</p>
<ol class="text-list alpha">
  <li>ensure all copies of your Products bear a notice of ownership of
  the intellectual property rights in your Products;</li>
  <li>not offer to or sell to Members any of your Products that have
  not been approved by <?php echo $this->_tpl_vars['domain']; ?>
 in accordance with this <strong>clause
  15</strong>;</li>
  <li>notify us of any information which may affect or assist in sales
  of your Product(s);</li>
  <li>provide us with full and accurate information regarding
  enhancements and new releases of your Products;</li>
  <li>act in good faith at all times and provide such assistance and
  co-operation as we reasonably request; and</li>
  <li>to the extent practicable, maintain registrations of all
  relevant intellectual property rights and of all names relating in
  any way to your Products.</li>
</ol>
<p>You acknowledge and agree that any Product offered for sale by you
on Sites must first be submitted to <?php echo $this->_tpl_vars['domain']; ?>
 to enable it to check the
quality of the Product and the information provided with the
Product.</p>
<p><?php echo $this->_tpl_vars['domain']; ?>
 may refuse, in its sole discretion, to allow you to offer
the Product for sale on a Site. <?php echo $this->_tpl_vars['domain']; ?>
 is not required to give reasons
for refusing to allow you to offer a Product for sale on a Site.</p>
<p>You acknowledge and agree that if <?php echo $this->_tpl_vars['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, <?php echo $this->_tpl_vars['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:</p>
<ol class="text-list alpha">
  <li>any dispute in relation to the Product has been resolved to the
  satisfaction of <?php echo $this->_tpl_vars['domain']; ?>
; and</li>
  <li>the expiry of two years from the date your Member Account and
  Member Ledger is disabled.</li>
</ol>
<p>If after two years, the dispute has not been resolved, <?php echo $this->_tpl_vars['domain']; ?>
 will
pay amounts standing to your credit in your Member Ledger to you in
accordance with clause 13.</p>
<p>You acknowledge and agree that <?php echo $this->_tpl_vars['domain']; ?>
 will, in its sole discretion,
determine the fee payable for each Product on the Sites.</p>
<p>Products on Sites are continuously reviewed to ensure the library
remains consistent with <?php echo $this->_tpl_vars['domain']; ?>
’s latest quality and technical
standards, currency of software and market trends.</p>
<p>You acknowledge and agree that <?php echo $this->_tpl_vars['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. <?php echo $this->_tpl_vars['domain']; ?>
 is not responsible for any loss
that you may suffer as a result a Product being removed from any of
the Sites by <?php echo $this->_tpl_vars['domain']; ?>
.</p>
<p><?php echo $this->_tpl_vars['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.</p>
<p>Unless you elect to become an Exclusive Seller in accordance
with <strong>clause 16</strong>, you are free to sell the Product on
other web sites or through other outlets as you see fit.</p>
<p>You agree and acknowledge that <?php echo $this->_tpl_vars['domain']; ?>
 may use the whole or any part
of a Product which you offer for sale at the <?php echo $this->_tpl_vars['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.</p>
<p>You agree and acknowledge that an <?php echo $this->_tpl_vars['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.</p>
<p>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.</p>
<p>You authorise <?php echo $this->_tpl_vars['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 <?php echo $this->_tpl_vars['domain']; ?>
’s sole discretion).</p>

<h3>15A. Special arrangements</h3>

<p><strong>Bundles</strong></p>
<p><?php echo $this->_tpl_vars['domain']; ?>
 may include your Products in promotions such as an <?php echo $this->_tpl_vars['domain']; ?>

bundle (<strong>bundle</strong>). 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.</p>

<p>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. </p>

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

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

<p><strong>Changes to pricing:</strong> 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.</p>

<p><strong>Changes to commission:</strong> 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.</p>
 
<p><strong>Additional license terms:</strong> 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.</p>

<h3>16. Exclusivity</h3>
<p>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 (<strong>Exclusive
Seller</strong>).</p>
<p>In order to become an Exclusive Seller, you must elect to opt into
the Exclusive Author Program through your Member Account.</p>
<p>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.</p>

<h3>17. Commissions</h3>
<p>If one or more of your Products is sold over the Sites, <?php echo $this->_tpl_vars['domain']; ?>
 will
credit your Member Ledger with the balance of the fee received from
the Buyer (that is the gross fee less <?php echo $this->_tpl_vars['domain']; ?>
’s commission).</p>
<p>You authorize <?php echo $this->_tpl_vars['domain']; ?>
 to collect and distribute such fees and
commissions on your behalf.</p>
<p>The commission payable to <?php echo $this->_tpl_vars['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.</p>
<p>If you are an Exclusive Seller, <?php echo $this->_tpl_vars['domain']; ?>
’s commission for each of
your Products that are sold over the Sites will be calculated by
reference to the <a href="/page/rates">Commission Table</a> and by
reference to the accumulated value of gross sales of your Products you
have achieved over the Sites (<strong>Lifetime Sales
Volume</strong>).</p>

<p>Commission rates may be varied by <?php echo $this->_tpl_vars['domain']; ?>
 at its sole discretion,
from time to time.</p>
<p>Any changes to the commission rates by <?php echo $this->_tpl_vars['domain']; ?>
 will take effect on
and from the date on which notice of the variation is posted by <?php echo $this->_tpl_vars['domain']; ?>

on the Sites. (For commission rates on special deals, see clauses 15
and 15A.)</p>

<h3>18. Referrals</h3>
<p>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).</p>
<p>You automatically have a referral code generated using your
username. This code is available on theReferral Page.</p>
<p>New Members referred via your referral link are eligible if
  they:</p>
<ol class="text-list alpha">
<li>have cookies enabled on their browser;</li>
<li>do not clear their cookies;</li>
<li>have not been previously referred by another Member;</li>
<li>are not related to you or your business or company;</li>
<li>have been referred via an external site and not through an <?php echo $this->_tpl_vars['domain']; ?>

site; and</li>
<li>make a cash deposit or purchase within three months of the
  referral.</li>
</ol>
<p>You may not refer new Members by:</p>
<ol class="text-list alpha">
  <li>purchasing a domain name, search engine keyword or pay-per-click
  advertisement that use any <?php echo $this->_tpl_vars['domain']; ?>
 trademarks and/or variations and
  mis-spellings thereof; or</li>
  <li>sending unsolicited email or other messaging that in any way may
  constitute spam;</li>
  <li>engaging in any conduct that would amount to a breach of any
  laws including, but not limited to, privacy, intellectual property
  and spam;</li>
  <li>engaging in any conduct that is directly or indirectly in
  contravention of any direction given to you by <?php echo $this->_tpl_vars['domain']; ?>
 or these
  Membership Terms; or</li>
  <li>engaging in any conduct that does not meet <?php echo $this->_tpl_vars['domain']; ?>
’s standards of
  ‘fair play’ at <?php echo $this->_tpl_vars['domain']; ?>
’s discretion.</li>
</ol>
<p><?php echo $this->_tpl_vars['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.</p>
<p><?php echo $this->_tpl_vars['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.</p>
<p>If <?php echo $this->_tpl_vars['domain']; ?>
 determines that you have not complied with any applicable
laws and/or these Membership Terms, <?php echo $this->_tpl_vars['domain']; ?>
 will disable your Member
Account and withhold all Referral Commissions that may be payable by
<?php echo $this->_tpl_vars['domain']; ?>
 to you at the time it becomes aware of your failure to
comply.</p>

<h3>19. Prohibited Conduct</h3>
<p>You warrant that while using the Sites and the various services and
  features offered on or through the Sites, you will not:</p>
<ol class="text-list alpha">
  <li>use a false email address or impersonate any person or entity or
    misrepresent your affiliation with any other person or entity;</li>
  <li>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</li>
  <li>attempt to gain unauthorised access to other computer systems
    through the Sites.</li>
</ol>
<p>You must not:</p>
<ol class="text-list alpha">
  <li>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;</li>
  <li>obtain or attempt to obtain unauthorised access to computer
    systems, materials or information through the Sites by any means;</li>
  <li>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;</li>
  <li>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;</li>
  <li>use the Sites to distribute or make available any Product whose
    primary purpose is to facilitate the distribution of Products outside
    of the Sites;</li>
  <li>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;</li>
  <li>take any action which may interfere with, disrupt, manipulate,
    tamper with or otherwise abuse the Sites or networks connected to the
    Sites;</li>
  <li>use the Sites or the Sites’ services or features in violation of
    <?php echo $this->_tpl_vars['domain']; ?>
’s or any third party’s intellectual property or other
    proprietary or legal rights; or</li>
  <li>use the Sites or the Sites’ services in violation of any
    applicable law.</li>
</ol>

<p>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.</p>
<p>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.</p>
<p>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.</p>
<p><?php echo $this->_tpl_vars['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.</p>
<p>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 <?php echo $this->_tpl_vars['domain']; ?>
.</p>
<p>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.</p>

<h3>20. Linking to the Sites</h3>
<p>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.</p>
<p>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.</p>
<p>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.</p>
<p>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.</p>
<p>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.</p>

<h3>21. Third Party Sites</h3>
<p>You may be able to link from the Sites to third party web sites and
third party web sites may link to the Sites (<strong>Linked
Sites</strong>).</p>
<p>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.</p>
<p>The inclusion of a link to a Linked Site on a Site does not
constitute or indicate any relationship between <?php echo $this->_tpl_vars['domain']; ?>
 and the
operator of that Linked Site or any endorsement or sponsorship by
<?php echo $this->_tpl_vars['domain']; ?>
 of that Linked Site.</p>
<p><?php echo $this->_tpl_vars['domain']; ?>
 disclaims any liability for links:</p>
<ol class="text-list alpha">
  <li>from another web site to any of the Sites; and</li>
  <li>to another web site from any of the Sites.</li>
</ol>
<p><?php echo $this->_tpl_vars['domain']; ?>
 is not responsible for any form of transmission received
from any Linked Site.</p>

<h3>22. Third Party Developers</h3>
<p><?php echo $this->_tpl_vars['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
<?php echo $this->_tpl_vars['domain']; ?>
 password and user name).</p>
<p>While welcoming the contribution made by these third party
developers <?php echo $this->_tpl_vars['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. <?php echo $this->_tpl_vars['domain']; ?>
 disclaims any
liability so arising.</p>
<p>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.</p>

<h3>23. Public Forums</h3>
<p><?php echo $this->_tpl_vars['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.</p>
<p>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:</p>
<ol class="text-list alpha">
  <li>restrict or inhibit any other user from using and enjoying the
    Sites or the Sites’ services;</li>
  <li>are fraudulent, unlawful, threatening, abusive, harassing,
    libellous, defamatory, obscene, vulgar, offensive, pornographic,
    profane, sexually explicit or indecent;</li>
  <li>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;</li>
  <li>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;</li>
  <li>contain a virus, spyware, or other harmful component;</li>
  <li>contain embedded links, commercial solicitation, advertising,
    chain letters, mass mailings or, pyramid schemes of any kind;</li>
  <li>constitute commercial solicitation or ‘spam’ of any kind; or</li>
  <li>constitute or contain false or misleading indications of origin,
    endorsement or statements of fact.</li>
</ol>
<p>You further agree not to impersonate any other person or entity,
whether actual or fictitious, including anyone from <?php echo $this->_tpl_vars['domain']; ?>
.</p>
<p>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.</p>
<p><?php echo $this->_tpl_vars['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 <?php echo $this->_tpl_vars['domain']; ?>
 is not responsible for, and
assumes no liability for, any such materials posted by users. However,
<?php echo $this->_tpl_vars['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 <?php echo $this->_tpl_vars['domain']; ?>
’s sole discretion are objectionable
or in violation of these Membership Terms, <?php echo $this->_tpl_vars['domain']; ?>
’s policies or
applicable law.</p>
<p><?php echo $this->_tpl_vars['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.</p>
<p>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.</p>
<p>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.</p>

<h3>24. Disclaimer</h3>
<p>The <em>Competition and Consumer Act 2010 (Cth)</em> 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 <?php echo $this->_tpl_vars['domain']; ?>

(<strong>Non-excludable Rights</strong>).</p>
<p><?php echo $this->_tpl_vars['domain']; ?>
 does not exclude any Non-excludable Rights but does exclude
all other conditions and warranties implied by custom, law or
statute.</p>
<p>Except as provided for by the Non-excludable Rights:</p>
<ol class="text-list alpha">
  <li>all content and services on the Sites is provided “as is” and
  without warranties of any kind, either express or implied;</li>
  <li><?php echo $this->_tpl_vars['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;</li>
  <li><?php echo $this->_tpl_vars['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</li>
  <li><?php echo $this->_tpl_vars['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.</li>
</ol>
<p>Under no circumstances (including but not limited to any act or
omission on the part of <?php echo $this->_tpl_vars['domain']; ?>
) will <?php echo $this->_tpl_vars['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.</p>
<p>To the fullest extent permitted by law, <?php echo $this->_tpl_vars['domain']; ?>
’s liability for
breach of any implied warranty or condition which cannot be excluded
is limited at the option of <?php echo $this->_tpl_vars['domain']; ?>
 to the following:</p>
<ol class="text-list alpha">
  <li>in the case of services supplied or offered by <?php echo $this->_tpl_vars['domain']; ?>
:</li>
  <li>
    <ol class="text-list">
      <li>the supply of the services again;</li>
      <li>the payment of the cost of having services supplied again; and</li>
    </ol>
  </li>
  <li>in the case of goods supplied or offered by <?php echo $this->_tpl_vars['domain']; ?>
:</li>
  <li>
    <ol class="text-list">
      <li>the replacement of the goods or the supply of equivalent goods; or</li>
      <li>The payment of the cost of replacing the goods or acquiring equivalent goods.</li>
    </ol>
  </li>
</ol>

<h3>25. Indemnification and Release</h3>

<p>You are solely responsible (and agree that <?php echo $this->_tpl_vars['domain']; ?>
 has no
responsibility to you or to any third party for) for, and&nbsp;you agree to
indemnify and hold harmless <?php echo $this->_tpl_vars['domain']; ?>
 (as well as <?php echo $this->_tpl_vars['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:</p>
<ol class="text-list alpha">
  <li>your use of the Sites;</li>
  <li>any Products you sell or buy through the Sites;</li>
  <li>your placement or transmission of any Product, message, content,
  information, software or other materials through the Sites;</li>
  <li>your breach of any applicable related third party contract or
  terms of service</li>
  <li>your breach of the law or of these Membership Terms.</li>
</ol>
<p><?php echo $this->_tpl_vars['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
<?php echo $this->_tpl_vars['domain']; ?>
’s defense of such claim.</p>

<h3>26. Changes to Membership Terms</h3>
<p><?php echo $this->_tpl_vars['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.</p>
<p>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.</p>
<p>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.</p>

<h3>27. Relationship between the Parties</h3>
<p>Nothing in these Membership Terms:</p>
<ol class="text-list alpha">
  <li>constitutes a partnership between the parties; and</li>
  <li>except as expressly provided, makes their party an agent of
    another party for any purpose.</li>
</ol>
<p>A party cannot in anyway or for any purpose:</p>
<ol class="text-list alpha">
  <li>bind another party; or</li>
  <li>contract in the name of another party.</li>
</ol>
<p>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.</p>

<h3>28. Suspension or Termination</h3>
<p><?php echo $this->_tpl_vars['domain']; ?>
 may suspend or terminate your registration as a Member and
deny you access to your Member Account immediately if:</p>
<ol class="text-list alpha">
  <li>you breach these Membership Terms or any other terms and
  conditions, agreements or rules governing the Sites;</li>
  <li><?php echo $this->_tpl_vars['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</li>
  <li><?php echo $this->_tpl_vars['domain']; ?>
 believes that your actions may cause legal liability for
    you, our other Members or us.</li>
</ol>
<p>Should <?php echo $this->_tpl_vars['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.</p>

<h3>29. Notices</h3>
<p>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.</p>
<p>A notice will be deemed to have been given on the date of
delivery.</p>

<h3>30. Applicable Laws</h3>
<p>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.</p>
<p>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.</p>
<p>The laws of Victoria, Australia govern these Membership Terms. Each
of <?php echo $this->_tpl_vars['domain']; ?>
 and the Member irrevocably and unconditionally submit to the
exclusive jurisdiction of the courts of Victoria, Australia.</p>


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      </div>
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