Terms & Conditions

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Terms & Conditions

1. The Service

1.1 These Terms & Conditions govern your use of AdVisible (“Service”), an internet subscription service operated by AdVisible that provides users with access to all search engine marketing services. AdVisible is provided to you subject to the provisions contained herein for your personal or business use only. Any other use or attempt to use AdVisible for other purposes, directly or indirectly, by you or by a third party is prohibited.

1.2 Unless explicitly stated otherwise, any new features that augment or enhance the current service shall be subject to these Terms and Conditions of Service. The Service consists of search engine marketing services. Your participation in the Service is conditional upon your acceptance of these stated terms and conditions. Please read the following terms and conditions. Your acceptance of these terms and conditions is indicated by your payment for the services.

1.3 AdVisible reserves the right, at its discretion, to change or modify all or any part of these Terms and Conditions at any time. Such changes or modifications shall be effective immediately upon notice, where your continued use of the Service constitutes your binding acceptance of these terms and conditions, including any changes or modifications made by AdVisible as permitted above. If at any time these Terms and Conditions are no longer acceptable to you, you should immediately terminate your subscription to the Service in writing.

2. Registration

2.1 You must provide accurate, complete, and current registration information and you agree to provide AdVisible with an update of that information promptly should changes occur.

2.2 Subscriptions to the Service are available only to individuals who are at least 18 years of age or to incorporated businesses or sole traders or partnerships or trusts or associations owned or operated by individuals who are at least 18 years of age. Your right to use the Service cannot be transferred to any other person or any other entity.

2.3 AdVisible may change at any time Key-Words used in a search engine marketing campaign at any time without giving you notice. AdVisible may terminate, at its own discretion, any registration of services, at any time, without notice, for any reason or no reason, including and without limitation for conduct that violates local, state or federal laws or regulations or these Terms of Service, or material that AdVisible, at its sole discretion believes is harmful to others, the business of AdVisible or other third party information or service providers.

2.4 You agree to comply with any additional copyright notices, information, or restrictions contained in any keywords or other material (“Content”) available on or accessed through the Service. The Content is intended for the use of the registered subscribers of the Service.

2.5 You assume all risk and responsibility for determining whether any Content is in the public domain, regardless of any notices which may be posted on such Content. You grant to AdVisible the right to edit, copy, publish, distribute, translate and otherwise use any Content that you place on the Service, in any medium. You represent and warrant that you are authorised to grant all rights set forth in the preceding sentence. Any information supplied by you upon registration for the Service.

3. User Conduct

3.1 You, as a user of the Service, understand that all information contained in your content, whether publicly posted or privately transmitted, are the sole responsibility of the user generating the same. This means that you are responsible and may be held legally liable for all Information that you upload, post or otherwise transmit via AdVisible. For example, you shall not:

(a) transmit upload or post via AdVisible any Information that is offensive, vulgar, sexually explicit, racial, hateful, discriminatory, unlawful, invasive of another’s privacy, exploitative of a minor, identifiable information pertaining to a minor, information or instructions concerning illegal activities, information that is harmful, threatening, abusive, harassing, defamatory, libelous, obscene, or otherwise objectionable;

(b) harass, threaten, abuse, defame, embarrass or cause distress or discomfort to another;

(c) transmit upload or post via AdVisible any Information that you are prohibited from transmitting by any law, including without limitation Information that infringes any patent, trademark, trade secret, copyright or other proprietary right;

(d) transmit, upload or post any Information that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(e) disrupt the normal flow of Information available on or through AdVisible or otherwise act in a manner that negatively affects other participants or users, transmit, upload or post hidden pages or images, interfere with or disrupt the functionality of AdVisible or the AdVisible servers or networks, or violate any requirements, procedures, policies or regulations of networks connected to AdVisible, the AdVisible network, servers, directories, databases and listings;

(f) transmit, upload or post any unsolicited advertising, promotional materials, or any other forms of solicitation;

(g) intentionally or unintentionally violate any applicable local, state, national or international law or regulation;.

(h) translate, decompile, reverse engineer, disassemble, modify, copy, alter, merge into other software, exploit, reproduce, duplicate, rent, lease, sell, resell, lend, distribute, remarket or otherwise dispose of AdVisible , use of AdVisible , or access to AdVisible or any part thereof;

(i) impersonate in any way, including without limitation by way of forging headers or otherwise manipulating identifiers, any person, entity, leader, AdVisible or AdVisible official, operator or host;

(j) collect or store personal data about other users in any way or form or solicit or harvest passwords or screen names in an illegal manner or without due regard to privacy laws in force;.

4. Fees and Payments

4.1 You agree to pay all fees and charges incurred by you or any third party using your Service account (whether or not authorised by you) at the rates in effect for the billing period in which such fees and charges are incurred, including, but not limited to applicable taxes, and charges for any products or services offered for sale through the Service by AdVisible or by any third party.

4.2 Your right to use the Service is subject to any limits established by your credit card company if billing is through a credit card. You shall be responsible for obtaining all telephone, telephone access lines, computer equipment and other products or services necessary to access and use the Service. You shall be responsible for all charges associated with accessing and maintaining a connection to the Service (e.g. charges imposed by an Internet access provider, or your local telephone company). Ongoing hosting and Search Engine Marketing fees (including costs associated with AdVisible maintaining your Google AdWords account) will continue automatically, at the end of your subscription until such time as we receive a cancellation in accordance with our Cancellations Policy.

4.3 AdVisible shall provide you with a Google AdWords Pay Per Click (PPC) service. The services guarantee to increase your websites performance in Google Searches PPC for your subscription amount (less GST and account maintenance fees).

4.4 The subscription amount is the amount agreed to on the order form at the time of sale. You understand that your subscription amount (less GST and account maintenance fees) is divided into equal daily budgets for the term of your subscription. Any unused daily budget will be pooled into a post subscription fund to be utilized at the discretion of AdVisible

4.5 AdVisible works closely with you to identify realistic goals and timelines and employ the appropriate mix of tactics to maximize your Google AdWords account for your daily budget. If objectives are not met, we will offer to remedy the account within 30 days or more, based on the factors that relate to the objectives. You may pause your account for a maximum of 30 days after which your account will go live and any instalment payments become payable. AdVisible will not provide you with the login details of your Google AdWords account as AdVisible will manage this account on your behalf as part of your package.

4.6 If your instalment payment has not been made, as per your payment terms, your account will be suspended until payment has been received and a reactivation fee of $50 will apply. If there is no payment after 45 days for an instalment, as per the payment terms, the account will be cancelled and the account will not be subject to any form of a refund. Cancelled accounts cannot be reactivated and any account history or information will not be retrievable.

5. Cancellations Policy

AdVisible will not disclose your personal information, except in circumstances in which it is necessary to do so, or where permitted by law. We may disclose your personal information to the following parties:

5.1 Only AdVisible may, at its sole discretion, allow you to cancel your contract.

5.2 30 days notice of intent to cancel must be provided in writing or by email to cancellations@advisible.com.au.

5.3 Should AdVisible approve this cancellation, a cancellation fee of $399 or 50% of the remaining subscription value; whichever is the greater amount, will apply, plus the total management fee paid (drafting, setup and optimisation fees). You are responsible for all charges incurred up to the time the account is cancelled, including all charges for the month in which cancellation became effective.

5.4 Refunds must be approved by management and will be processed within 15 working days.

5.5 The daily budget amount that has already been spent will not be refunded under any circumstances.

5.6 You must give AdVisible 30 days notice if you do not wish to renew your subscription before the end of the contract.

5.7 AdVisible reserves the right, at its sole discretion, to restrict, suspend or terminate your access to all or any part of the Service at any time for any reason without prior notice or liability. AdVisible may change, suspend or discontinue all or any aspect of the Service at any time, including the availability of any Service feature, database, or content, without prior notice or liability.

6. Disclaimer of Warranties

6.1 You expressly agree that entering or using of AdVisible is at your own risk. No warranty, representation, condition, undertaking or term – express or implied, statutory or otherwise – including but not limited to the condition, quality, durability, performance, accuracy, reliability, non-infringement, merchantability, or fitness for a particular purpose or use of AdVisible is given or assumed by all such warranties, representations, conditions, undertakings and terms are hereby excluded.

6.2 AdVisible makes no warranty that AdVisible will meet your requirements, or that AdVisible will be uninterrupted, timely, secure, or error free; AdVisible makes no representations as to the suitability of the information available on or through AdVisible, including but not limited to user amended sites, for any purpose nor about its legitimacy, legality, validity, accuracy, correctness, reliability, quality, stability, completeness or currency.

6.3 AdVisible makes no warranty that a search engine marketing campaign will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose,

6.4 AdVisible makes no warranty that a search engine marketing campaign will lead to any clicks to your business or other information.

6.5 AdVisible makes no warranty that a search engine marketing campaign will lead to consistent exposure of your business or your key words during your subscription period (including but not limited to, the position your advertisement is placed on a search result page or the frequency and time of day that your advertisement is displayed). All such information on the user-amended sites is provided by the users.

6.6 AdVisible does not endorse, verify or otherwise certify the contents of any such information. Users are solely responsible for the contents of their websites and their AdWords advertisement content and may be held legally liable or accountable for the contents of their websites (including without limitation in connection with infringement of intellectual property rights of any other party).

6.7 AdVisible abides by the guidelines of Google AdWords, key terms or adverts requested by the customer must also abide by these guidelines. The packages are sold on the terms of key terms being a key term and location, hence key terms on their own without a location may require a higher subscription or an increase in the customers current package.

6.8 AdVisible is not responsible for the increase of any key terms cost per click, hence if your subscription amount can no longer cater for the key terms, they will be removed from your list of key terms. AdVisible does not warrant or guarantee:

(a) that any information available on or through AdVisible will be free of infection by viruses, worms, trojan horses or anything else manifesting contaminating or destructive properties;

(b) that the information available on or through AdVisible will not contain adult-oriented material, or material which some individuals may deem objectionable; or

(c) that the functions or services performed by AdVisible will be uninterrupted or error-free or that defects in AdVisible will be corrected. It is the sole responsibility of the user to isolate software and information, execute anti-contamination software and otherwise take steps to ensure that software or information, if contaminated or infected, will not damage user’s information or system.

7. Limitation of Liability

7.1 In no event shall AdVisible be liable to any party for any damages, including without limitation any direct, indirect, special, punitive, incidental or consequential damages (including, but not limited to, damages for loss of business profits, business interruption, loss of programs or information, loss of profits or goodwill or loss of use of facilities or equipment), or any other damages arising – in any way, shape or form – out of the availability, use, reliance on, inability to utilise or improper use of AdVisible even if AdVisible shall have been advised of the possibility of such damages or is negligent, and regardless of the form of action, whether in contract, tort, or otherwise. Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, the above exclusions of incidental and consequential damages may not apply to you.

7.2 In no event shall AdVisible be liable to any party for any delays, inaccuracies, errors or omissions with respect to AdVisible or the information or the transmission or delivery of all or any part thereof, for any damage arising there from or occasioned thereby, or for the results obtained from the use of information available on or through AdVisible. You expressly agree that AdVisible shall not be responsible or liable for any loss of data, nor shall AdVisible be required to return any lost data, resulting from the suspension or deletion of user websites or websites, network or system outages, file corruption or any other reasons.

7.3 AdVisible urges you to maintain backup versions of your website’s content to guard against losses of any kind. You expressly agree that AdVisible shall not be liable for any conduct by users of AdVisible and shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted, uploaded, posted or made available on or through AdVisible. You expressly agree to indemnify and hold harmless AdVisible, its subsidiaries, affiliates, officers, agents, co-branders and other partners, and its and their respective employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys’ fees and disbursements and court costs) arising from or in connection with your Information, your use of or connection to AdVisible, your violation of these Terms and Conditions of Service or your violation of any rights of any third party.

8. Debtor Policy

Default & Consequences Of Default

(a) Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and shall accrue at such a rate after as well as before any judgement.

(b) If the Buyer defaults in payment of any invoice when due, the Buyer shall indemnify the Seller from and against all the Seller’s costs and disbursements including on a solicitor and own client basis and in addition all costs of collection.

(c) Without prejudice to any other remedies the Seller may have, if at any time the Buyer is in breach of any obligation (including those relating to payment), the Seller may suspend or terminate the supply of Goods to the Buyer and any of its other obligations under the terms and conditions. The Seller will not be liable to the Buyer for any loss or damage the Buyer suffers because the Seller exercised its rights under this clause.

(d) If any account remains unpaid at the end of the second month after supply of the goods or services the following shall apply: An immediate amount of $50.00 shall be levied for administration fees which sum shall become immediately due and payable.

(e) In the event that:

(i) any money payable to the Seller becomes overdue, or in the Seller’s opinion the Buyer will be unable to meet its payments as they fall due; or

(ii) the Buyer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

(iii) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Buyer or any asset of the Buyer; then

(iv) the Seller shall be entitled to cancel all or any part of any order of the Buyer which remains unperformed in addition to and without prejudice to any other remedies; and

(v) all amounts owing to the Seller shall, whether or not due the Seller arising out of these terms and conditions, and the Seller may take any lawful steps to require payment of the amounts due and the Price.

(vi) The Seller can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Buyer.

9. Privacy

Privacy Act 1988

(a) The Buyer and/or the Guarantor/s agree for the Seller to obtain from a credit-reporting agency a credit report containing personal credit information about the Buyer and Guarantor/s in relation to credit provided by the Seller.

(b) The Buyer and/or the Guarantor/s agree that the Seller may exchange information about Buyer and Guarantor/s with those credit providers named in the Application for Credit account or named in a consumer credit report issued by a reporting agency for the following purposes:

(i) To assess an application by Buyer;

(ii) To notify other credit providers of a default by the Buyer;

(iii) To exchange information with other credit providers as to the status of this credit account, where the Buyer is in default with other credit providers; and

(iv) To assess the credit worthiness of Buyer and/or Guarantor/s.

(c) The Buyer consents to the Seller being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).

(d) The Buyer agrees that Personal Data provided may be used and retained by the Seller for the following purposes and for other purposes as shall be agreed between the Buyer and Seller or required by law from time to time:

(i) provision of Services & Goods;

(ii) marketing of Services and or Goods by the Seller, its agents or distributors in relation to the Services and Goods;

(iii) analysing, verifying and/or checking the Buyer’s credit, payment and/or status in relation to provision of Services/Goods;

(iv) processing of any payment instructions, direct debit facilities and/or credit facilities requested by Buyer; and

(v) enabling the daily operation of Buyer’s account and/or the collection of amounts outstanding in the Buyer’s account in relation to the Services and Goods.

(e) The Seller may give, information about the Buyer to a credit reporting agency for the following purposes:

(i) to obtain a consumer credit report about the Buyer; and or

(ii) allow the credit reporting agency to create or maintain a credit information file containing information about the Buyer.

10. Miscellaneous

10.1 AdVisible provides you with an initial draft of your Google AdWords advert via email and your account is uploaded at this time. When an account is uploaded by AdVisible onto Google’s AdWords network, it is subject to Google’s terms and conditions and approval clauses. Google AdWords has a 48hr monitoring period in which Google will approve your account for online advertising. AdVisible will deem your account active once Google approve your account and email you a notification with your subscription start and end dates. AdVisible and all its customers must adhere to the terms and conditions of Google AdWords. AdVisible ensures its guarantee, of the agreed percentage of key terms on the first page, is only applicable at the time of your daily budget being refreshed by Google Australia. This guarantee is only applicable to accounts that have their geo-target option set to Australia or regions within Australia. AdVisible reserves the right in its sole discretion to:

(a) make improvements, corrections, adaptations, conversions and/or any other change in AdVisible and to any part thereof and/or to revise or modify these Terms and Conditions of Service;

(b) change, limit, terminate, remove or cease to provide at any time, temporarily or permanently, AdVisible or any part thereof, to all users or any number thereof including without limitation the use of or access to AdVisible, granted to you or to any other user, at any time, without notice, for any reason or no reason;

(c) refrain from publishing on this site and delete or remove from AdVisible, at its sole discretion, any Web page or Information or material provided for display, posted, uploaded or transmitted by any user or any part thereof;

(d) establish a new operating and usage policy for AdVisible and change it at any time for any reason or no reason; and

(e) from publishing AdVisible numbers or any other details of the users using AdVisible, at any time.

10.2 AdVisible may revise or replace these Terms and Conditions of Service from time to time. You agree that your use of AdVisible, beyond a period of 15 days after a notice of such change has been provided on the AdVisible network, shall constitute your consent to the new or revised AdVisible Terms and Conditions of Service. Any reference made in this document to AdVisible or AdVisible shall be deemed to have been made to AdVisible, its suppliers, co-branders and licensors and each of their subsidiaries, successors, assignees, affiliates as well as any company that controls AdVisible, directly or indirectly, and any other subsidiary of that controlling company.

Terms & Conditions of Website Services

1. THE SERVICE

These Terms & Conditions govern your use of AdVisible (the “Service”), an Internet subscription service operated by AdVisible, (“AdVisible”) that provides users with access to a Website creation and hosting service and/or related services. AdVisible is provided to you by AdVisible on an “AS IS”, “AS AVAILABLE” basis subject to the provisions contained herein for your personal or business use only. Any other use or attempt to use AdVisible for other purposes, directly or indirectly, by you or by a third party is prohibited.

Unless explicitly stated otherwise, any new features that augment or enhance the current service shall be subject to these Terms and Conditions of Service. The Service consists of website building services and software and/or search engine marketing services. Your participation in the Service is conditional upon your acceptance of these stated terms and conditions. Please read the following terms and conditions. Your acceptance of these terms and conditions is indicated by your payment for the services.

AdVisible reserves the right, at its discretion, to change or modify all or any part of these Terms and Conditions at any time. Such changes or modifications shall be effective immediately upon notice published on the www.advisible.com.au your continued use of the Service constitutes your binding acceptance of these terms and conditions, including any changes or modifications made by AdVisible as permitted above. If at any time these Terms and Conditions are no longer acceptable to you, you should immediately terminate your subscription to the Service in writing.

2. DELEGATION

You understand that AdVisible requires the registry key for your domain name in order to publish your website to the Internet if you have AdVisible build or makeover your existing website. It is your responsibility to provide your registry key to AdVisible with the information you return in your Website Pack. You understand that any delay in providing your registry key to AdVisible will delay the publication of your website. You also understand that you will be billed for the construction of your website, even if you do not provide your registry key to AdVisible. You also understand that even if your registry key is provided in a timely manor, there may be a delay in the publication of your website due to latencies in the propagation of domain name information across the Internet. You understand that these propagation latencies are outside of AdVisible’s control and AdVisible cannot be held accountable for such delays.

3. REGISTRATION

You must provide accurate, complete, and current registration information and you agree to provide AdVisible with an update of that information promptly should changes occur.

Subscriptions to the Service are available only to individuals who are at least 18 years of age or to incorporated businesses or sole traders or partnerships or trusts or associations owned or operated by individuals who are at least 18 years of age. Your right to use the Service cannot be transferred to any other person or any other entity.

AdVisible may terminate, at its own discretion, any registration, including without limitation any or all related information, communications, postings, Web pages, Websites or services, at any time, without notice, for any reason or no reason, including without limitation for conduct that violates local, state or federal laws or regulations or these Terms of Service, or material that AdVisible, at its sole discretion believes is harmful to others, the business of AdVisible or other third party information or service providers. You acknowledge that the Service contains information, software, photographs, graphics, keywords and other material (collectively, the “Content”) that is protected by copyright, trademark or other proprietary rights of AdVisible or third parties. All Content on the Service is copyrighted as a collective work of AdVisible pursuant to applicable copyright law.

You agree to comply with any additional copyright notices, information, or restrictions contained in any Content available on or accessed through the Service. The Content is intended for the use of the registered subscribers of the Service. You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit, any of the Content, in whole or in part, except as otherwise expressly permitted in these terms and conditions. Content consisting of downloadable software may not be reverse engineered unless specifically authorised by the owner of the software’s patent and/or copyright. Except as expressly permitted by the copyright laws, no copying, storage, redistribution or publication of any Content is permitted without the express permission of AdVisible or the owners of such Content or their authorised persons.

You assume all risk and responsibility for determining whether any Content is in the public domain, regardless of any notices which may be posted on such Content. You grant to AdVisible the right to edit, copy, publish, distribute, translate and otherwise use any Content that you place on the Service, in any medium. You represent and warrant that you are authorised to grant all rights set forth in the preceding sentence. Any information supplied by you upon registration for the Service and certain other information which AdVisible may collect is subject to AdVisible’s privacy policy. For more information, you can review AdVisible’s privacy policy at www.advisible.com.au

4. USER CONDUCT

You, as a user of the Service, understand that all information contained in your content, whether publicly posted or privately transmitted, are the sole responsibility of the user generating the same. This means that you are responsible and may be held legally liable for all Information that you upload, post or otherwise transmit via AdVisible. For example, you shall not:

transmit upload or post via AdVisible any Information that is offensive, vulgar, sexually explicit, racial, hateful, discriminatory, unlawful, invasive of another’s privacy, exploitative of a minor, identifiable information pertaining to a minor, information or instructions concerning illegal activities, information that is harmful, threatening, abusive, harassing, defamatory, libelous, obscene, or otherwise objectionable;
harass, threaten, abuse, defame, embarrass or cause distress or discomfort to another;
transmit upload or post via AdVisible any Information that you are prohibited from transmitting by any law, including without limitation Information that infringes any patent, trademark, trade secret, copyright or other proprietary right;
transmit, upload or post any Information that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
disrupt the normal flow of Information available on or through AdVisible or otherwise act in a manner that negatively affects other participants or users, transmit, upload or post hidden pages or images, interfere with or disrupt the functionality of AdVisible or the AdVisible servers or networks, or violate any requirements, procedures, policies or regulations of networks connected to AdVisible, the AdVisible network, servers, directories, databases and listings;
transmit, upload or post any unsolicited advertising, promotional materials, or any other forms of solicitation;
intentionally or unintentionally violate any applicable local, state, national or international law or regulation;.
translate, decompile, reverse engineer, disassemble, modify, copy, alter, merge into other software, exploit, reproduce, duplicate, rent, lease, sell, resell, lend, distribute, remarket or otherwise dispose of AdVisible , use of AdVisible , or access to AdVisible or any part thereof;
impersonate in any way, including without limitation by way of forging headers or otherwise manipulating identifiers, any person, entity, leader, AdVisible or AdVisible official, operator or host;
collect or store personal data about other users in any way or form or solicit or harvest passwords or screen names in an illegal manner or without due regard to privacy laws in force;
use your allocated storage space on AdVisible as storage for remote loading of Information, or rent, sub-lease or transfer your allocated space on AdVisible to any third party; or
link your Website on AdVisible to Information not allowed on AdVisible under these Terms and Conditions of Service.
AdVisible does not control, actively monitor or review the Information uploaded, posted, transmitted or made available on or through AdVisible and shall not be responsible for any Information and does not guarantee the accuracy, integrity or quality of such Information. You understand that by using AdVisible, you may be exposed to Information that is offensive, indecent or objectionable. Your website content on the AdVisible tool is solely your responsibility; AdVisible will not be liable for any liability in regards to the material used on your website.

5. ACCEPTABLE USE

As a user of the AdVisible Service, you agree to abide by AdVisible’s Acceptable Use Policy, and to be liable for any charges incurred for excess usage of the service, whether caused by yourself, or by others visiting your website, or sending email to your email account(s). AdVisible will immediately suspend any sites that are we deem to have breached the above policy, and if any illegal activity has been found they may at their discretion contact the appropriate Law Enforcement authorities. AdVisible will not be held liable for any content stored on our servers in directories that are controlled by users.

You the user are responsible for making sure that all of your email passwords and website passwords are kept in a secure location. AdVisible will not set usernames and passwords to be the same thing as this breaches our security protocols. If you feel that your password has been compromised you must contact AdVisible via email as soon as possible. AdVisible will not be held liable for any activity that has been undertaken under an account with a compromised password.

Service Outages: whilst AdVisible hope there are no server outages we cannot be held responsible for any sort of software failure or hardware failure or internet connection failure. AdVisible will also not be held liable for any loss of income due to Service Outages, it is the customers responsibility to advise AdVisible if they require a guaranteed 80% uptime. AdVisible will do its best to schedule Service Outages outside of business hours to minimize disruption to businesses.

6. INFORMATION POSTED ON ADVISIBLE

6.1 By transmitting, uploading, posting or submitting any content to AdVisible you

declare such Information is not confidential, secret or proprietary information;
warrant that no other party has rights to the Information and that your transmission, posting, uploading or submission of the Information to AdVisible does not violate any copyright or other laws; and
irrevocably grant AdVisible, a worldwide, royalty free, non-exclusive perpetual, worldwide license to use, display, perform, distribute, modify, reproduce and publish the content in any form anywhere. You must evaluate, and bear the risk associated with, the accuracy, completeness or usefulness of any information available on or through AdVisible.
AdVisible shall not be obligated to actively monitor, review, or otherwise control in any manner, the content users post, upload or transmit through AdVisible. However, AdVisible reserves the right but not the obligation, in its sole discretion, to refuse or remove any Information available on or through AdVisible. Without limiting the foregoing, AdVisible shall have the right to remove any Information that violates these Terms and Conditions of Service or is otherwise objectionable in AdVisible’s sole opinion. The information on AdVisible may include inappropriate material. By entering or using AdVisible you undertake full responsibility to:

determine whether the information complies with your needs and is accurate and when deemed important is confirmed in writing.
determine whether you have adequate legal rights to store, reproduce or otherwise use the information in any manner contemplated by you and
comply with any legal obligations, including without limitation obligations imposed by copyright, trade secret, defamation, indecency, online conduct and acceptable content, privacy and export laws. If you do not agree to these Terms and Conditions, do not enter or use AdVisible.
However, AdVisible reserves the right but not the obligation, in its sole discretion, to refuse or remove any Information available on or through AdVisible. Without limiting the foregoing, AdVisible shall have the right to remove any Information that violates these Terms and Conditions of Service or is otherwise objectionable in AdVisible’s sole opinion. The information on AdVisible may include inappropriate material. By entering or using AdVisible you undertake full responsibility to:

(a) determine whether the information complies with your needs
(b) determine whether you have adequate legal rights to store, reproduce or otherwise use the information in any manner contemplated by you and
(c) comply with any legal obligations, including without limitation obligations imposed by copyright, trade secret, defamation, indecency, online conduct and acceptable content, privacy and export laws. If you do not agree to these Terms and Conditions, do not enter or use AdVisible. Your website content is solely your responsibility, AdVisible will not be liable for any liability in regards to the material used on your website.

7. THIRD PARTY LINKS

Some portions of the AdVisible or users’ Websites available on or through AdVisible may include links to third party sites. These links allow you to exit these Websites and enter third party or other users Websites. These links are provided only as a convenience. The linked Websites are not reviewed, controlled or examined by AdVisible and AdVisible is not responsible for the Information, advertising, products, resources or other material, of any linked site or any link contained in a linked site. The inclusion of any link does not imply endorsement of the linked site by AdVisible. In no event shall AdVisible be liable, directly or indirectly, to anyone for any damage or loss arising from or occasioned by the creation, use or reliance, on the third parties’ Websites or the Information, advertising, products, resources or material accessed through these Websites. AdVisible reserves the exclusive right in its sole discretion to add, decline or remove, without warning, any icon or link to a Website, from AdVisible and AdVisible user amended Websites.

8. FEES AND PAYMENTS

You agree to pay all fees and charges incurred by you or any third party using your Service account (whether or not authorised by you) at the rates in effect for the billing period in which such fees and charges are incurred, including, but not limited to applicable taxes, and charges for any products or services offered for sale through the Service by AdVisible or by any third party.

Your right to use the Service is subject to any limits established by your credit card company if billing is through a credit card. You shall be responsible for obtaining all telephone, telephone access lines, computer equipment and other products or services necessary to access and use the Service. You shall be responsible for all charges associated with accessing and maintaining a connection to the Service (e.g. charges imposed by an Internet access provider, or your local telephone company). Ongoing hosting and Search Engine Marketing fees (including costs associated with AdVisible maintaining your Google AdWords and Yahoo! Search Marketing account) will continue automatically, at the end of your subscription until such time as we receive a cancellation in accordance with our Cancellations Policy.

AdVisible shall provide you with website and website Search Engine Optimisation. The subscription amount is the amount agreed to on the order form at the time of sale. AdVisible works closely with you to identify realistic goals and timelines and design an appropriate website. If objectives are not met, we will offer to make it right within 20 days from review date. You have a period of two months to provide us with website content, after which your account will go live and any installment payments become payable. AdVisible will not provide you with the login details until such time as the website has been approved and signed off to go live. If your installment payment has not been made, as per your payment terms, your account will be suspended until payment has been received and a reactivation fee of $50 will apply. If there is no payment after 90 days for an installment, as per the payment terms, the account will be cancelled and the account will not be subject to any form of a refund. Cancelled accounts can not be reactivated and any account history or information will not be retrievable.

9. CANCELLATIONS POLICY

Only AdVisible may, at its sole discretion, allow you to cancel your contract agreement.

Notification of intent to cancel must be provided in writing or by email..

You must notify AdVisible if you do not wish to renew your subscription before the end of the contract. AdVisible will automatically renew your subscription at the end of each term and bill the then-current renewal fee to the same credit card or credit line your original subscription fee was billed to.

If your website hosting account is cancelled prior to the end of each annual term, but after your website is built you will not be entitled to a refund of any monies. You are responsible for all charges incurred up to the time the account is terminated, including all annual charges for the year in which termination became effective.

AdVisible reserves the right, at its sole discretion, to restrict, suspend or terminate your access to all or any part of the Service at any time for any reason without prior notice or liability. AdVisible may change, suspend or discontinue all or any aspect of the Service at any time, including the availability of any Service feature, database, or content, without prior notice or liability.

Websites that have been on hold for over three months without any content provided to www.advisible.com.au and have failed to reply to AdVisible notices are not entitled to any refund. This will cover administration and customer service fee provided during the period of website content collection.

10. DISCLAIMER OF WARRANTIES

You expressly agree that entering or using of AdVisible is at your own risk. No warranty, representation, condition, undertaking or term – express or implied, statutory or otherwise – including but not limited to the condition, quality, durability, performance, accuracy, reliability, non-infringement, merchantability, or fitness for a particular purpose or use of AdVisible is given or assumed by all such warranties, representations, conditions, undertakings and terms are hereby excluded.

AdVisible makes no warranty that AdVisible will meet your requirements, or that AdVisible will be uninterrupted, timely, secure, or error free; AdVisible makes no representations as to the suitability of the information available on or through AdVisible, including but not limited to user amended sites, for any purpose nor about its legitimacy, legality, validity, accuracy, correctness, reliability, quality, stability, completeness or currency.

AdVisible makes no warranty that a will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose, AdVisible makes no warranty that a Website will lead to any clicks to your business or other information.

AdVisible makes no warranty that a Website will lead to consistent exposure of your business or your key words during your subscription period (including but not limited to, the position your advertisement is placed on a search result page or the frequency and time of day that your advertisement is displayed).

All such information on the user-amended sites is provided by the users. The information available on or through AdVisible user amended sites is not reviewed, controlled or examined by AdVisible in any way before it appears on AdVisible. AdVisible does not endorse, verify or otherwise certify the contents of any such information.

Users are solely responsible for the contents of their websites and their AdWords advertisement content and may be held legally liable or accountable for the contents of their websites (including without limitation in connection with infringement of intellectual property rights of any other party).

AdVisible abides by the guidelines of Google AdWords and Yahoo! Search Marketing, key terms or adverts requested by the customer must also abide by these guidelines. The packages are sold on the terms of key terms being a key term and location, hence key terms on their own without a location may require a higher subscription or an increase in the customers current package. AdVisible is not responsible for the increase of any key terms cost per click, hence if your subscription amount can no longer cater for the key terms, they will be removed from your list of key terms. AdVisible does not warrant or guarantee:

that any information available on or through AdVisible will be free of infection by viruses, worms, trojan horses or anything else manifesting contaminating or destructive properties;
that the information available on or through AdVisible will not contain adult-oriented material, or material which some individuals may deem objectionable; or
that the functions or services performed by AdVisible will be uninterrupted or error-free or that defects in AdVisible will be corrected. It is the sole responsibility of the user to isolate software and information, execute anti-contamination software and otherwise take steps to ensure that software or information, if contaminated or infected, will not damage user’s information or system.

11. Limitation of Liability

In no event shall AdVisible be liable to any party for any damages, including without limitation any direct, indirect, special, punitive, incidental or consequential damages (including, but not limited to, damages for loss of business profits, business interruption, loss of programs or information, loss of profits or goodwill or loss of use of facilities or equipment), or any other damages arising – in any way, shape or form – out of the availability, use, reliance on, inability to utilise or improper use of AdVisible even if AdVisible shall have been advised of the possibility of such damages or is negligent, and regardless of the form of action, whether in contract, tort, or otherwise.

Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, the above exclusions of incidental and consequential damages may not apply to you. In no event shall AdVisible be liable to any party for any delays, inaccuracies, errors or omissions with respect to AdVisible or the information or the transmission or delivery of all or any part thereof, for any damage arising there from or occasioned thereby, or for the results obtained from the use of information available on or through AdVisible. You expressly agree that AdVisible shall not be responsible or liable for any loss of data, nor shall AdVisible be required to return any lost data, resulting from the suspension or deletion of user websites or websites, network or system outages, file corruption or any other reasons.

AdVisible urges you to maintain backup versions of your website’s content to guard against losses of any kind. You expressly agree that AdVisible shall not be liable for any conduct by users of AdVisible and shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted, uploaded, posted or made available on or through AdVisible.

You expressly agree to indemnify and hold harmless AdVisible, its subsidiaries, affiliates, officers, agents, co-branders and other partners, and its and their respective employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys’ fees and disbursements and court costs) arising from or in connection with your Information, your use of or connection to AdVisible, your violation of these Terms and Conditions of Service or your violation of any rights of any third party.

12. Debtor Policy

Default & Consequences Of Default

Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and shall accrue at such a rate after as well as before any judgement.

If the Buyer defaults in payment of any invoice when due, the Buyer shall indemnify the Seller from and against all the Seller’s costs and disbursements including on a solicitor and own client basis and in addition all costs of collection.

Without prejudice to any other remedies the Seller may have, if at any time the Buyer is in breach of any obligation (including those relating to payment), the Seller may suspend or terminate the supply of Goods to the Buyer and any of its other obligations under the terms and conditions. The Seller will not be liable to the Buyer for any loss or damage the Buyer suffers because the Seller exercised its rights under this clause.

If any account remains unpaid at the end of the second month after supply of the goods or services the following shall apply: An immediate amount of $50.00 shall be levied for administration fees which sum shall become immediately due and payable.

In the event that:

any money payable to the Seller becomes overdue, or in the Seller’s opinion the Buyer will be unable to meet its payments as they fall due; or
the Buyer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Buyer or any asset of the Buyer; then
the Seller shall be entitled to cancel all or any part of any order of the Buyer which remains unperformed in addition to and without prejudice to any other remedies; and
all amounts owing to the Seller shall, whether or not due the Seller arising out of these terms and conditions, and the Seller may take any lawful steps to require payment of the amounts due and the Price.
The Seller can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Buyer.

13. PRIVACY

Privacy Act 1988

The Buyer and/or the Guarantor/s agree for the Seller to obtain from a credit-reporting agency a credit report containing personal credit information about the Buyer and Guarantor/s in relation to credit provided by the Seller.

The Buyer and/or the Guarantor/s agree that the Seller may exchange information about Buyer and Guarantor/s with those credit providers named in the Application for Credit account or named in a consumer credit report issued by a reporting agency for the following purposes:

To assess an application by Buyer;

To notify other credit providers of a default by the Buyer;

To exchange information with other credit providers as to the status of this credit account, where the Buyer is in default with other credit providers; and

To assess the credit worthiness of Buyer and/or Guarantor/s.

The Buyer consents to the Seller being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).

The Buyer agrees that Personal Data provided may be used and retained by the Seller for the following purposes and for other purposes as shall be agreed between the Buyer and Seller or required by law from time to time:

provision of Services & Goods;
marketing of Services and or Goods by the Seller, its agents or distributors in relation to the Services and Goods;
analysing, verifying and/or checking the Buyer’s credit, payment and/or status in relation to provision of Services/Goods;
processing of any payment instructions, direct debit facilities and/or credit facilities requested by Buyer; and
enabling the daily operation of Buyer’s account and/or the collection of amounts outstanding in the Buyer’s account in relation to the Services and Goods.
The Seller may give, information about the Buyer to a credit reporting agency for the following purposes:

to obtain a consumer credit report about the Buyer; and or
allow the credit reporting agency to create or maintain a credit information file containing information about the Buyer.

14. MISCELLANEOUS

AdVisible reserves the right in its sole discretion to:

make improvements, corrections, adaptations, conversions and/or any other change in AdVisible and to any part thereof and/or to revise or modify these Terms and Conditions of Service;
change, limit, terminate, remove or cease to provide at any time, temporarily or permanently, AdVisible or any part thereof, to all users or any number thereof including without limitation the use of or access to AdVisible, granted to you or to any other user, at any time, without notice, for any reason or no reason;
refrain from publishing on this site and delete or remove from AdVisible, at its sole discretion, any Web page or Information or material provided for display, posted, uploaded or transmitted by any user or any part thereof;
establish a new operating and usage policy for AdVisible and change it at any time for any reason or no reason; and
cancel, change, hold, de-list, introduce different options and features to different users or refrain from publishing AdVisible numbers or any other details of the users using AdVisible , at any time.
These Terms and Conditions of Service do not grant to you or any other user any license or right in or to any patent, copyright, trademark, trade secret or other proprietary rights of AdVisible. AdVisible may revise or replace these Terms and Conditions of Service from time to time. You agree that your use of AdVisible, beyond a period of 15 days after a notice of such change has been provided on the AdVisible network or Website for the first time, shall constitute your consent to the new or revised AdVisible Terms and Conditions of Service. Any reference made in this document to AdVisible or AdVisible shall be deemed to have been made to AdVisible, its suppliers, co-branders and licensors and each of their subsidiaries, successors, assignees, affiliates as well as any company that controls AdVisible, directly or indirectly, and any other subsidiary of that controlling company.

Terms & Conditions of Search Engine Optimisation Service

1. Service

A. AdVisible reserves the right, at its discretion to change or modify all or any part the terms and conditions at any time which change will be effective at the expiration of 24 hours from the time notice is given by publishing the changes on the website AdVisible website.

B. The Customer’s continued use of the services is binding acceptance of these terms and conditions and any changes thereto.

C. Whilst AdVisible takes all care in implementing our search engine optimisation solution it is unable to guarantee improved rankings in Australia’s major search engines as it does not control the algorithms of the search engines

D. Each party agrees to keep in confidence and prevent the unauthorised use or disclosure to any unauthorised person or persons of all confidential information which is received under this agreement and to use such data only for the above stated purpose

E. The use of the AdVisible search engine optimisation service is at the Customer’s own risk

F. The Customer acknowledges that AdVisible makes no warranty that a search engine optimisation will generate any increase in sales, business activity, profits or any other form of improvement for the Customer’s business or any other purpose

G. To the fullest extent permissible by law, AdVisible shall not be liable to the Customer for any damages, including without limitation any direct, indirect, special, punitive, incidental or consequential damages (including but not limited to damages for loss of business profits, business interruption, loss of programs or information, loss of profits or goodwill or loss of use of facilities or equipment), or any other damages arising whether arising from the negligence of AdVisible or otherwise

H. Where liability cannot be legally excluded, the liability of AdVisible shall be limited to the cost of supplying the service again

I. The Customer agrees to indemnify AdVisible for any third party claim for damages arising out of or in any way connected with the supply of services by AdVisible to the Customer, including without limitation any direct, indirect, special, punitive, incidental or consequential damages (including but not limited to damages for loss of business profits, business interruption, loss of programs or information, loss of profits or goodwill or loss of use of facilities or equipment), or any other damages arising whether arising from the negligence of AdVisible or otherwise

J. The Customer expressly agree to indemnify and hold harmless AdVisible, its subsidiaries, affiliates, officers, agents and other partners and its and their respective employees from and against all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys fees and disbursements and court costs) arising from or in connection with the Customer’s information, the Customer’s use of AdVisible search engine optimisation services.

2. Fees and Payments

A. AdVisible’s invoicing schedule is as outlined in the Customer proposal.

B. AdVisible reserves the right to change its fees and fee structures upon providing 30 days written notice.

C. There are no refunds available on services by AdVisible..

3. Cancellations

A. AdVisible search engine optimisation solution is provided under a 12 month agreement. In the event, the customer cancels the agreement during this time, the remainder of the 12 month agreement is payable, unless otherwise stipulated in the Customer proposal.

4. Privacy

A. The Customer agrees that the Customer’s personal data may be used and retained by AdVisible for the following purposes:

i. provision of good & services

ii. marketing of good & services

iii. processing any payment instructions

5. Confidentiality

A. Notwithstanding that this Agreement shall have terminated or expired, each party agrees to keep in confidence and prevent the unauthorized use or disclosure to any unauthorized person or persons of all Confidential Information which is received under this Agreement and to use such data only for the above stated purpose.

B. Confidential Information shall include information disclosed orally only if identified as proprietary information at the time of the first oral disclosure and reduced to writing and so designated within thirty
(30) days thereof. Neither party shall be liable for use or disclosure of any such Confidential Information if the same:

i. Is in the public domain at the time it is disclosed; or

ii. Is known to the receiving party at the time of disclosure; or

iii. Is used or disclosed with the prior, written approval of the disclosing party; or

iv. Is used or disclosed after five (5) years from the date it was first disclosed by the disclosing party to the other party pursuant to this Agreement; or

v. Is independently developed by the receiving party; or

vi. Becomes known to the receiving party from a source other than the disclosing party without a breach of this Agreement by the receiving party.

C. In maintaining the confidentiality of confidential Information received hereunder, each party shall exercise the same degree of care that the receiving party takes to safeguard its own proprietary information.

D. These Terms and Conditions shall be governed by, performed under, and construed in accordance with the laws but not the conflict of law provisions of the State of NSW.

Terms & Conditions of Call Tracking Service

1. The Service

A. AdVisible reserves the right, at its discretion to change or modify all or any part the terms and conditions at any time which change will be effective at the expiration of 24 hours from the time notice is given by publishing the changes on the website AdVisible website.

B. The Customer’s continued use of the services is binding acceptance of these terms and conditions and any changes thereto.

C. If the Customer has expressly indicated in Registration/Renewal Form or over the phone that it agrees to the provision, by AdVisible, of call tracking and recording services in respect of the delivery of the Service then the following provisions apply:

i. The Customer acknowledges and agrees that such calls may include information and data about an individual (“Personal Data”)

ii. The Customer acknowledges that any Personal Data collected by AdVisible hereunder is being done so at the express request of the Customer.

iii. The Customer hereby expressly authorises AdVisible and third party call service providers to collect the Personal Data as necessary and proper to effect the call recording services contemplated under the Terms and Conditions.

iv. The Customer acknowledges that AdVisible makes no representations or warranties with respect to the recording and it is the Customer’s responsibility as data controller to ensure that adequate and appropriate information is given to customers in respect of the Customer’s processing of such Personal Data in accordance with the Customer’s obligations under applicable law.

v. The Customer represents and warrants that it has all necessary rights to collect such Personal Data and that the Customer will use any such information collected only in strict compliance with all applicable laws in relation to call recording including (but not limited to) the Privacy Act 1988, the Telecommunications Act 1997, the Telecommunications (Consumer Protection and Service Standards) Act 1999 and the Telecommunications (Interception and Access) Act 1979. Should the Customer’s rights to collect such information ever be impaired, it shall immediately notify AdVisible in writing.

vi. The Customer represents and warrants that it has expressly advised its employees, contractors and agents of its rights and obligations in repect of the collection of Personal Data under this Agreement.

vii. Should the Customer ever receive a complaint from a consumer, government agency or quasi-governmental agency for matters arising out of the call tracking service, it shall immediately notify AdVisible in writing.

viii. If AdVisible, in its sole discretion, determines that providing call tracking services on behalf of the Customer is potentially unlawful, AdVisible may ceas providing such services on immdiate written notice to the Customer. Such termination shall not constitute a breach of these Terms and Conditions.

F. The Customer acknowledges that the tracking phone number provided by AdVisible remains the property of AdVisible and is only provisioned as a rental number during the use of the call tracking service. The Customer may choose to purchase this number, where upon AdVisible may or may not choose to release the number to the client for a nominated fee.

G. To the fullest extent permissible by law, AdVisible shall not be liable to the Customer for any damages, including without limitation any direct, indirect, special, punitive, incidental or consequential damages (including but not limited to damages for loss of business profits, business interruption, loss of programs or information, loss of profits or goodwill or loss of use of facilities or equipment), or any other damages arising whether arising from the negligence of AdVisible or otherwise

H. Where liability cannot be legally excluded, the liability of AdVisible shall be limited to the cost of supplying the service again, for the effective period.

I. The Customer agrees to indemnify AdVisible for any third party claim for damages arising out of or in any way connected with the supply of services by AdVisible to the Customer, including without limitation any direct, indirect, special, punitive, incidental or consequential damages (including but not limited to damages for loss of business profits, business interruption, loss of programs or information, loss of profits or goodwill or loss of use of facilities or equipment), or any other damages arising whether arising from the negligence of AdVisible or otherwise

J. The Customer expressly agree to indemnify and hold harmless AdVisible, its subsidiaries, affiliates, officers, agents and other partners and its and their respective employees from and against all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys fees and disbursements and court costs) arising from or in connection with the Customer’s information, the Customer’s use of AdVisible call tracking services.

2. Fees and Payments

A. The Service is only available to customers who provide pre-payment via Credit Card.

B. AdVisible’s pricing schedule is as outlined in the Call Tracking Order Form and is valid for 30 days from the date of payment and is subject to change upon providing 30 days written notice.

C. The Customer agrees that any excess usage over their agreed terms are payable at the end of each month and gives express permission for AdVisible to automatically debit the given credit card for any outstanding charges, upon which they will be provided with an invoice for excess usage.

D. The agreed monthly fee is the minimum payable, unless otherwise stated.

E. All calls are billed per minute.

3. Cancellation Policy

A. AdVisible’s call tracking service is provided on a subscription period determined in the Call Tracking Order Form. In the event that the Customer wishes to cancel their service they must give 31 days notice in writing, at which point they will be charged for the final 31 days and have their service discontinued at the end of that period.

B. If the Customer wishes to cancel before the end of their agreed upon subscription period they must pay a $199 cancellation fee, however, cancellation at the end of their agreed term does not require any fee, provided they have given at least 31 days notice.

4. Privacy

A. The Customer agrees that the Customer’s personal data may be used and retained by AdVisible for the following purposes:

i. provision of good & services

ii. marketing of good & services

iii. processing any payment instructions

5. Confidentiality

A. Notwithstanding that this Agreement shall have terminated or expired, each party agrees to keep in confidence and prevent the unauthorized use or disclosure to any unauthorized person or persons of all Confidential Information which is received under this Agreement and to use such data only for the above stated purpose.

B. Confidential Information shall include information disclosed orally only if identified as proprietary information at the time of the first oral disclosure and reduced to writing and so designated within thirty
(30) days thereof. Neither party shall be liable for use or disclosure of any such Confidential Information if the same:

i. Is in the public domain at the time it is disclosed; or

ii. Is known to the receiving party at the time of disclosure;
or

iii. Is used or disclosed with the prior, written approval of
the disclosing
party; or

iv. Is used or disclosed after five (5) years from the date it
was first disclosed by the disclosing party to the other party pursuant to this Agreement; or

v. Is independently developed by the receiving party; or

vi. Becomes known to the receiving party from a source other
than the disclosing party without a breach of this Agreement by the receiving party.

C. In maintaining the confidentiality of confidential Information received hereunder, each party shall exercise the same degree of care that the receiving party takes to safeguard its own proprietary information.

D. These Terms and Conditions shall be governed by, performed under, and construed in accordance with the laws but not the conflict of law provisions of the State of NSW.