Businet ePortal

Dated: 1 June 2011

BUSINET (A UNIT OF GULLONE GROUP, ABN 51 125 015 303) BUSINET EPORTAL USE AGREEMENT.

READ THIS AGREEMENT CAREFULLY BEFORE USING THE BUSINET EPORTAL SERVICE. THIS IS A LEGALLY BINDING AGREEMENT YOU ARE ENTERING INTO.

This is a legal agreement (the “Agreement”) between Gullone Group Pty. Ltd. doing business under the name BUSINET (“Businet”) and you. This Agreement is effective as of the moment you indicate agreement during your registration of your account.
This Agreement applies to any of the services provided through any of the following websites (collectively the “Websites”):
• http://www.businet.com.au
• http://www.gullone.com

1. The Services
a. Through the Businet ePortal services Businet provides services that may be generally described as online portal services. These services are provided to customers as product categories for various prices based on the usage limits of the services for a particular product category (each instance, a “Product Category”). A Product Category may be identified as “Base”, "Premium", "Pro" or such other name as may be selected or used by Businet. Once you have created an account by agreeing to be subject to this Terms of Use Agreement, Businet shall provide the services you sign up for through any of our Websites (each instance an “Order”). Collectively all of the services you obtain through your Orders are the “Services” under this Agreement. Businet shall provide those Services for the period of time set forth in the Order.
b. If your Order is for Services to be used by you on a trial basis, your right to use the Services will terminate upon the expiration of the trial period unless, prior to such expiration, you elect to order Services on a fee basis for a Product Category with usage limits that correspond to your highest usage level during the trial period. If you do not make such an election, all data stored through the Services in connection with your trial-based Order is immediately and permanently no longer accessible to you and is subject to immediate destruction. YOU ARE SOLELY RESPONSIBLE FOR DOWNLOADING YOUR DATA FROM THE SERVICE PRIOR TO THE EXPIRATION OF ANY TRIAL PERIOD.
c. You may not downgrade your Product Category to a different Product Category with smaller usage limits unless at the time of downgrade your usage levels in your then current Product Category are smaller than the usage limits in the downgrade Product Category.

2. Paying for Services
a. You will pay for the Services in the manner described in the applicable Order and its related fee schedules. Unless specified differently on the Order, all recurring fees for Services are charged in advance on an annual period, and the amounts shall be based on the applicable fee schedule(s) referenced in the Order. Non-recurring fees for Services (such as one-time set-up charges, customisation fees, additional options related fees, consulting fees, or overage charges for use of resources over those specified in the Order) will be charged in arrears. All fees are payable upon charge by Businet. Unless otherwise specified on the Websites, Businet accepts payments only in Australian Dollars, and accepts payments solely through the electronic funds transfer, cheque or credit/debit cards as specified on the Order page. All fees and other amounts paid are non-refundable. If a Businet will cause a credit transaction to be posted to your account or credit/debit card on record at the time the fees are due. Any failure of such credit transactions to settle in full at the time they are instituted by Businet shall be good cause for Businet to, in its sole discretion, terminate this Agreement or any Order, or suspend the continuing provision of the Services until such time as you have made good on the outstanding amounts owed. If in Businet’s opinion it is required to collect on behalf of any government entity any goods and services taxes, sales taxes, value added taxes, duties, excise fees or other similar items in relation to any sales or other payments collected by Businet under this Agreement, you will pay such amounts as determined by Businet.
b. If you are using credit/debit card facilities and unless waived by Businet, your account must have a current and valid credit/debit card on file prior to your placing any Order, and Businet may terminate any Order, or the Services as a whole, or this Agreement, at any time you no longer have a current and valid credit/debit card on file with your account.
c. Unless we specify otherwise in the Order, we may increase fees at any time on thirty (30) days advance written notice. If the initial term of your Agreement is longer than one month, then we may increase your fees effective as of the first day of the renewal term that first begins thirty days from the day of our written notice of a fee increase.
d. You must notify Businet of any billing dispute, providing details regarding the nature of the dispute and the amount, within 15 days of the payment due date of the amount in question, or you will be deemed to have waived your dispute.
e. If any payments you have made to Businet are reversed or charged back based on your credit/debit card transaction, Businet may, in its sole discretion, terminate this Agreement or any Order, or suspend all Services until you have made alternative payment arrangements satisfactory to Businet. Any reversed or charged back payments, until paid in full, shall bear interest at a rate of 1.5% per month from the reversal/chargeback date until paid. In addition, Businet may charge an additional chargeback fee of $50.00, as liquidated damages to compensate Businet for administrative expenses related to the reversal/chargeback.

3. Term and Termination.
a. This Agreement will continue until terminated by either party giving notice to the other pursuant to the notice procedure specified below. Until specifically terminated by either party, this Agreement shall remain in effect perpetually, even when no outstanding Order is in effect, and you may open and close Orders without maintaining continuous or contiguous Orders while this Agreement is in effect. The termination of this Agreement for any reason shall automatically terminate all Orders and the related Services
b. Upon termination of this Agreement or an Order for any reason, all data stored through the Services under all Orders (in the case of a termination of this Agreement) or the Order that is terminated, as applicable, is immediately and permanently no longer accessible to you and is subject to immediate destruction. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP OR OTHERWISE DOWNLOADING YOUR DATA OR FILES FROM THE SERVICE PRIOR TO TERMINATION OF THIS AGREEMENT OR AN ORDER.
c. You may terminate one or any of your Orders at any time by terminating the Order(s) via email to ‘contact@businet.com.au’ or written correspondence to Gullone Group. Termination of an Order takes effect 15 days after receipt of your termination email or correspondence.
d. Businet may terminate this Agreement, or any Order you have placed, for convenience at any time upon 15 days’ prior advanced written notice to you.
e. If you commit any material breach of this Agreement, Businet may terminate this Agreement or any Order immediately upon notice to you. The failure to make any payments when due shall be a material breach of this Agreement. Businet is not required to refund any fees or other amounts paid or prepaid prior to such termination.

4. Acceptable Use.
a. The following policies stated in Section 4(a)(1) through (6) comprise the Businet’s Acceptable Use Policy (or “AUP”)
(1) You may not use any Businet Service to:
(a) upload, post, email, transmit or otherwise make available any content that spreads messages of terror or depicts torture or death-images; if serious enough, the content will be reported to the appropriate legal authority and/or your ISP will be contacted;
(b) harm minors in any way, this includes any form of child pornography; if serious enough, the content will be reported to the appropriate legal authority and/or your ISP will be contacted;
(c) upload, post, email, transmit or otherwise make available any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party.
(2) Businet neither sanctions nor permits site content or the transmission of data that contains illegal or obscene material or fosters or promotes illegal activity, including but not limited to the offering for sale of illegal weapons, and the promotion or publication of any material that may violate hate crimes legislation.
(3) You may not commit or permit wrongful or damaging acts which justify civil action including, but not limited to, posting of defamatory, scandalous, or private information about a person without their consent or intentionally inflicting emotional distress.
(4) You may not violate or attempt to violate Businet’s systems or to interrupt Businet’s services. Any such violation or attempt may result in criminal and civil liability. Examples of system violations include, without limitation:
(a) Unauthorised access to or use of Businet’s Services, including any attempt to probe, scan or test the vulnerability of a system or to breach security or authentication measures without express authorisation of Businet;
(b) Interference with services being provided to any customer or network including, without limitation, flooding, or deliberate attempts to overload a system and broadcast attacks;
(c) Use of any device, software, or routine to interfere or attempt to interfere with the proper working of the Services; or
(d) Any action that imposes an unreasonable or disproportionately large load on Businet infrastructure.
(5) You may not decompile, disassemble, decrypt, extract, reverse engineer or otherwise attempt to derive the source code of the “software tools” (including the tools, methods, processes, and infrastructure) underlying the Services or any other software on or available through any of the Websites.
(6) Businet Services may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation, including export control laws, is prohibited. This includes, without limitation, improper use, copying or distribution of materials protected by patent, copyright, trademark, service mark, trade secret or other proprietary rights. By using the Services, you represent and warrant that you are the author and copyright owner and/or proper licensee with respect to any content you have processed, uploaded or stored through the Services, and you further represent and warrant that no such content violates the intellectual property rights of any third party. Businet reserves the right to suspend or terminate your transmissions that, in Businet discretion, violates these policies or violates any law or regulation.
b. You acknowledge that you are responsible for the actions of any users of your ePortal system and their access or use of the Services, and that those users’ actions are considered to be your actions for purposes of the AUP.
c. Businet reserves the right, without prior notice, to immediately suspend or terminate any account, Services or transmissions that violate the AUP. Businet may suspend Services in whole or in part in the event that Businet reasonably suspects an AUP violation, and that suspension does not limit Businet from, and is in addition to, any other remedy that may be available to it based on your violation of the AUP. Businet will make reasonable efforts to notify you after any such suspension, but does not warrant that it will do so successfully in all cases. Businet is not liable for any losses suffered by you or your users because of a Service suspension due to a suspected AUP violation.
d. Further, if you violate the AUP, Businet may actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about you, your site, any illegal or obscene content, and those persons that may have inappropriately accessed, acquired, or used any illegal or obscene content through your site or the Services you have obtained from Businet.
e. Complaints about violators of the Businet AUP should be sent via e-mail to contact@businet.com.au. Each complaint will be investigated and may result to immediate cancellation of Services without prior notice.
f. Businet has no obligation to monitor the Service for AUP violations or for other illegal or improper conduct but may do so and may disclose information regarding use of the Service for any reason, including: to satisfy laws, regulations, or governmental, legal, or law-enforcement requests; to operate the Service properly; and to protect itself and its customers. Businet may grant law enforcement agencies access to its equipment, including equipment used to provide the Service to you.
(7) You may only upload and have available in your ePortal account one version of the same document or file. Businet will not make available multiple versions of the same document or files, without prior arrangements being accepted by Businet. Additional fees may be incurred by you when uploading multiple versions of the same document or file.

5. Availability.
Your ability to access or use the Businet ePortal Services may from time to time be interrupted, limited, restricted, or prevented as a result of maintenance, upgrades and repairs, problems with the Internet, or the failure of telecommunications links or equipment. Businet shall have no liability for any inability to use Businet ePortal Website or the Services which is caused by you or any of your hardware, software, or systems. Businet may at any time modify the Website or the Services; including without limitation, making modifications to appearance, functionality, presentation of data and information, manner of access or use, or the addition or deletion of information or links to other websites.

6. Private and Confidential Information.
a. Businet will adhere to the provisions of its then-current “Privacy Policy,” meaning the document posted, as it may be amended from time-to-time, at http://www.businet.com.au/legal_notices.html which is incorporated herein by reference. Except as stated below, you should look to the Privacy Policy to understand how Businet protects your privacy.
b. If it has actual knowledge, Businet may choose to notify you of leaks or exposure of private data. Businet is not required to provide such notification, except to the extent required by law. You may not rely on Businet to monitor for leaks, breaches or exposure of private data via the Services.
c. You must employ reasonable internal security precautions in your use of the Businet ePortal Website and Services.

7. Protecting your username and password
a. Unless you take adequate security precautions, it could be possible for an unauthorised person to gain access to your Businet ePortal Account Service. It is important to take all reasonable precautions to ensure your username and password are not misused, and remain secure and confidential. In particular:
(1) you must not tell anyone your username or password, including any member of your family;
(2) you must not let anyone else, whether acting as your agent or not, access your Businet ePortal Account using your username and password; and
(3) you must be extra careful when accessing your Businet ePortal Account from public computers.
b. If you think anyone else might know your password you should reset your password from within your Businet ePortal Account, or contact us as soon as possible to arrange a new password.
c. You agree to be liable if your login details are used by an unauthorised person.

8. Other responsibilities you have as a User
a. No interference with Businet ePortal – You will not:
(1) interfere with the operation of Businet ePortal Website or Service or overload the system;
(2) reverse-engineer, reverse-assemble, decompile, or otherwise attempt to discover source code, formulas or processes in respect of the software behind Businet ePortal; or
(3) copy, reproduce, alter, modify, create derivative works, or publicly display, any part of any content from Businet ePortal Accounts except where we have given you permission.
b. Cooperation and sub-account authority in relation to Registered Users – You:
(1) must do all things we consider appropriate to enable us to fulfil our obligations to Registered Users in relation to the Businet ePortal service; and
(2) authorise us to give a nominated user or other person any authority, consent or instruction in respect of your Businet ePortal Account, to enable us to provide the Businet ePortal service to you.
c. Adding Registered Users – You can add other users to your Businet ePortal Account by contact Businet and authorising us to do so. Their use of, and access to your Businet ePortal Account is subject to these Terms, so we suggest that you provide them with a copy. You are responsible for their access and use of Businet ePortal Website and Service as it relates to your Account. You can stop their access by removing them from your Registered User list within Businet ePortal by contacting us.
d. Change of details – You must let us know of any changes to your details which you have provided to us in relation to Businet ePortal, and provide any proof of the change we require.

9. Warranty Disclaimers & Limitations of Liability.
a. THE SERVICES ARE PROVIDED TO YOU “AS IS, WITH ALL DEFECTS” AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. BUSINET EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES CONCERNING THE SERVICES, AND THE ACCURACY OF THE INFORMATION AND CONTENT AVAILABLE THROUGH THE USE OF THE SERVICES. BUSINET EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES THAT (I) THE SERVICES WILL OPERATE IN OR BE PROVIDED IN AN ERROR FREE OR UNINTERRUPTED MANNER; (II) THE WEBSITES AND THE ONLINE SERVER THAT MAKES THE WEBSITES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS; (III) THE SERVICES WILL SATISFY YOUR REQUIREMENTS; (IV) THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (V) BUSINET WILL PREVENT THE UNAUTHORISED DISCLOSURE OF, UNAUTHORISED USE OF, UNAUTHORISED ACCESS TO, MISAPPROPRIATION OF, LOSS OF, OR ALTERATION OF ANY DATA OR INFORMATION; OR (VI) ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED. BUSINET DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE USE OF THE SERVICES WILL SATISFY, OR ENABLE YOU TO SATISFY, THE REQUIREMENTS OF ANY GOVERNMENT AGENCY, ASSOCIATION, OR OTHER ORGANISATION. NOTHING IN THIS AGREEMENT OR IN ANY ORAL OR WRITTEN DESCRIPTION OF THE SERVICES SHALL CONSTITUTE A REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICES.
b. BUSINET SHALL NOT BE LIABLE TO YOU FOR HARM CAUSED BY OR RELATED TO THE SERVICES OR YOUR INABILITY TO UTILISE THE SERVICES. BUSINET.  SHALL NOT BE LIABLE TO YOU FOR LOST PROFITS, INDIRECT, SPECIAL OR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
c. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF BUSINET UNDER ANY THEORY OF LAW SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU DURING FOR ONE  MONTH (ON A PRO RATA BASIS) PRIOR TO THE OCCURRENCE OF THE EVENT(S) GIVING RISE TO THE CLAIM.
d. Businet does not control and has not reviewed the websites run by Businet’s customers or linked to Businet’s website. With the exception of its own website, Businet is not responsible or liable for the content or practices of any web site, including without limitation websites linked to the Businet Websites and websites hosted by Businet but run by its customers.
e. Businet’s limitations and exclusions of liability and disclaimers of warranty, set forth in this Section and elsewhere in this Agreement, (collectively, the “Limitations”) apply equally to Businet’s officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies. You acknowledge and agree that Businet has set its prices and entered into this Agreement in reliance upon the Limitations, and that the Limitations form an essential basis of the bargain between Businet and you. The Limitations survive and apply even if your remedies provided in this Agreement are found to have failed of their essential purpose.

10. Indemnity.
You shall defend and indemnify Businet (including its officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies) from a claim by any third party arising out of or related to your use of, misuse of, or failure to use the Services, including without limitation: (a) alleged conduct by you that would breach this Agreement, including alleged infringement of intellectual property or privacy rights and other AUP violations; (b) security breaches or other alleged faults in the Service, including without limitation faults leading to the release or exposure of personally identifiable information or other private data (whether such data belongs to you, to one of your customers, or to other third parties); or (c) any action taken by Businet as part of an investigation into a suspected violation of this Agreement or as a result of its conclusion that a violation has occurred. Such obligation of yours includes payment of losses, expenses, damages, and costs, including without limitation attorneys’ fees.

11. Miscellaneous.
a. Title and intellectual property rights to the Services and all components thereof are owned by Businet and its licensors and suppliers. All hardware and Internet Protocol addresses provided by Businet are licensed to you temporarily and remain Businet’s sole and exclusive property. The logos, service marks, and trademarks (collectively, “Trademarks”) displayed on Businet’s Websites and through the Service, whether or not registered, belong to Businet and its licensors and suppliers. Businet may include your name in any list of customers used for marketing or promotional purposes.
b. You are responsible for maintaining the confidentiality of your usernames and passwords, you accept full responsibility for any actions taken by a person using your usernames or passwords whether authorised by you or not, and you will not transfer or sell to any third party such usernames, passwords, or your access to the Service.
c. No remedy of Businet provided in this Agreement for late payment, declined credit card charges, or other breaches will limit any other right or remedy of Businet at law or in equity.
d. This Agreement has been prepared in English, and English is the controlling language with respect to all matters concerning this Agreement. Any and all notices or communications related to this Agreement must be in English.
e. Except to the extent that this Agreement provides that such communication will be made through your account portal page, all written communications to you will be deemed delivered if sent to the contact points provided to Businet at the time of order, or to such other contact points as you provide in writing. You must include a valid e-mail address as one of your contact points. All written communications regarding legal notices to Businet must be mailed by certified mail or sent via a nationally-recognised carrier which provides proof of delivery (e.g., Australia Post) to Gullone Group Pty. Ltd. Level 6, 111 Collins Street, Melbourne VIC. 3000 Australia, unless Businet notifies you in writing of alternate contact information.
f. Businet may revise this Agreement, including the AUP and the Privacy Policy, from time to time by posting a new version on the Businet Websites. If you are already under a prior version of this Agreement the revised terms will become effective 30 days after posting thereof, otherwise the revised terms are effective immediately. You waive any right to notice of revised terms other than through the Businet Websites, and such waiver will remain in force even if Businet does provide notice by e-mail or another medium. (Your continued use of the Services after any posted revision will confirm acceptance of revised terms.) Notwithstanding the foregoing, revisions to the AUP and Privacy Policy will become effective upon posting thereof. This Agreement may not be revised or amended in any other way, except through a written contract executed by authorised representatives of both parties.
g. This Agreement shall be governed by the laws of the State of Victoria in Australia. For the purpose of resolving conflicts related to or arising out of this Agreement, you expressly agree that the venue shall be exclusively in the State of Victoria in Australia. You hereby consent to the exclusive jurisdiction of the federal and state courts in the State of Victoria in Australia, and expressly waive any objection to personal jurisdiction, improper venue and/or convenience of such forums. You and Businet specifically disclaim application of the United Nations Convention on the International Sale of Goods, 1980.
h. Pursuant to the Broadcasting Services Amendment (Online Services) Act 1999, or other applicable Acts, Businet hereby notifies you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information regarding providers of such protections may be found on the Internet by searching “parental control protection” or similar terms.
i. No delay, failure, or waiver of Businet’ exercise or partial exercise of any right or remedy under this Agreement will operate to limit, impair, preclude, cancel, waive, or otherwise affect such right or remedy. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement.
j. In the event of any conflict between this Agreement and any ordering document, this Agreement will govern.
k. You may not assign this Agreement or any of your rights or obligations hereunder without Businet’s express written consent, and any attempt at such a prohibited assignment is void. This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
l. In the event any portion of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity or enforceability of the remainder of this Agreement.
m. This Agreement, including those documents incorporated by reference, embodies the entire and exclusive agreement between the parties with respect to its subject matter, and supersedes all prior agreements, negotiations, representations, and proposals, written or oral, relating to its subject matter.