Website Advertising Agreement

This Agreement

BETWEEN;

My Biz Listings ( ABN: 16 315 716 383 ) of (Website Owner);

AND Registered Member / Subscriber / Advertiser

RECITALS;

A. The Website Owner owns and operates the Website.

B. The Member / Subscriber / Advertiser wishes to purchase advertising space on the Website.

OPERATIVE PROVISIONS:

1. Definitions and interpretation

In this Agreement, unless the context indicates the contrary;

Advertising Content means the content of advertisements submitted by or on behalf of the Advertiser to the Website Owner in an Advertising Request including but not limited to all text, graphics, icons, photographs and URLs.

Confidential Information means all information provided by one party to the other in connection with this Agreement where such information is identified as confidential at the time of its disclosure or ought reasonably be considered confidential based on its content, nature or the manner of its disclosure, but excluding;

(a) information that enters the public domain or is disclosed to a party by a third party, other than through a breach of this Agreement; and
(b) information developed independently by a party.

Fees means the advertising fees detailed at Signup On-boarding Registration.

Force Majeure Event means any event beyond the control of the relevant party.

Member / Subscriber / Advertiser means the person/business who has become a registered user member on the website.

GST has the meaning given in A New Tax System. (Goods and Services Tax), or any other similar tax.

Intellectual Property Rights means all intellectual property rights, including all copyright, patents, trade-marks, design rights, moral rights, trade secrets, domain names, know how and other rights of a similar nature, whether registered or not, and any applications for registration or rights to make such an application.

Website means My Biz Listings located at: https://mybizlistings.com.au/

Unless the context requires otherwise;

(a) a reference to a person includes a corporation or any other legal entity;
(b) the singular includes the plural and vice versa;
(c) headings are for convenience and do not form part of this Agreement or otherwise affect the interpretation of this Agreement;
(d) the term “includes” (or any similar term) means “includes without limitation”; and
(e) a reference to any statute includes references to any subsequently amended, consolidated or re-enacted version of that statute and all delegated legislation or other statutory instruments made under it.

2. Advertising requests

(a) The Member / Subscriber / Advertiser must complete and submit an Advertising Request via Subscription Registration in order to submit a request for advertising space on the Website
(b) All information in the Advertising Request must be complete and accurate and must comply with all laws, regulations and relevant industry codes.
(c) Advertising requests must not request publication or linking to content, which is illegal or may bring the Website Owner into disrepute.
(d) The Website Owner may reject or cancel any advertising request at any time at its sole discretion.
(e) By submitting advertising requests, the Subscriber/Advertiser authorizes the Website Owner to publish the Advertising Content on the Website.

3. Positioning and style

The Member / Subscriber / Advertiser acknowledges and agrees that the Website Owner retains complete editorial control over the Website. The Website Owner may at its sole discretion;

(a) refuse to include any Advertising Content at any time;
(b) remove any Advertising Content at any time;
(c) position Advertising Content as it sees fit; and
(d) label any Advertising Content as an “advertisement” for clarification and stipulate any other conditions to ensure that it is clear that the Advertising Content is an advertisement.

4. Payment

(a) The Member / Subscriber / Advertiser must pay My Biz Listings the Fees.
(b) Each invoice is payable within the amount of subscription length of the date of the invoice. If the Subscriber/Advertiser has not paid an invoice in full by that allocated dates, the Subscriber account may be forfeited and any listings attached will be deleted.

5. GST

(a) All amounts payable under this Agreement may be inclusive/exclusive of GST.
(b) In respect of any taxable supply, the Member / Subscriber / Advertiser must pay to the Website Owner an additional amount equal to the prevailing GST rate, payable at the same time and in the same manner as the Fees, subject to the receipt by the Subscriber/Advertiser of a valid tax invoice.

6. Confidentiality

(a) A party must not, without the prior written consent of the other, use or disclose the other party’s Confidential Information unless expressly permitted by this Agreement or required to do so by law or any regulatory authority.
(b) A party may not;
- (i) use the Confidential Information of the other party solely for the purposes of complying with its obligations and exercising its rights under this Agreement; and
- (ii) disclose the Confidential Information to its personnel or advisers to the extent necessary for them to know the information for purposes related to this Agreement, but only if reasonable steps are taken to ensure that the confidentiality of the information is retained.
(c) Each party must implement and maintain effective security measures to prevent unauthorised use and disclosure of the other party’s Confidential Information while it is in the receiving party’s possession or control.
(d) Each party must return, or at the other party’s option destroy, all Confidential Information of the disclosing party in the receiving party’s possession or control, on the earlier of the Website Owner’s request or on termination of this Agreement for any reason.

7. Warranties

The Member / Subscriber / Advertiser represents and warrants that;

(a) it is fully authorised to publish, and to authorise the Website Owner to publish, all Advertising Content;
(b) the Advertising Content and the publication of the Advertising Content on the Websites does not and will not, at any time, infringe any Intellectual Property Right, any right of confidence or other right of any person;
(c) all Advertising Content will comply with all applicable laws, regulations and relevant industry codes;
(d) all advertised products and services will match the advertised description and be available in the manner, at the price and for the time period advertised; and
(e) each website located at any URL shown or embedded in any Advertising Content;
- (i) is controlled and operated by or on behalf of the Member / Subscriber / Advertiser;
- (ii) is functional and accessible; and
- (iii) at all times operates in compliance with all applicable laws, regulations and relevant industry codes.

8. Liability

(a) To the full extent permitted by law, the Website Owner excludes all liability in respect of loss of data, interruption of business or any consequential or incidental damages.
(b) To the full extent permitted by law, the Website Owner excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in this Agreement.
(c) The Website Owner’s total aggregate liability for all claims relating to this Agreement is limited to the Fees payable under this Agreement.
(d) Either party’s liability for any claim relating to this Agreement will be reduced to the extent to which the other party contributed to the damage arising from the claim.
(e) This Agreement is to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible, the Website Owner limits its liability in respect of any claim to, at the Website Owner’s option;
- (i) in the case of goods;
  - (A) the replacement of the goods or the supply of equivalent goods
  - (B) the repair of the goods;
  - (C) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
  - (D) the payment of having the goods repaired; and
- (ii) in the case of services;
  - (A) the supply of the services again; or
  - (B) the payment of the cost of having the services supplied again.

9. Indemnity

The Member / Subscriber / Advertiser indemnifies and holds the Website Owner and its agents, affiliates, subsidiaries, directors, officers, employees, consultants and contractors (collectively Indemnified Persons) harmless from and against any and all costs, claims, losses, damages, liability and expense (including all reasonable legal fees) which may be made or brought against or suffered or incurred, directly or indirectly by the Indemnified Persons in connection with;

(a) any breach of this Agreement by the Member / Subscriber / Advertiser;
(b) any act of fraud or wilful misconduct by or on behalf or the Member / Subscriber / Advertiser; or
(c) the publication of, or any act or omission in relation to, the Advertising Content or any website represented by a URL included or embedded in the Advertising Content.

10. Termination

A party may terminate this Agreement by written notice to the other if any of the following events has occurred in respect of the other party;

(a) is not remediable; or
(b) if capable of remedy, is not remedied by the other party within 7 days of written notice;
(c) an insolvency event occurs, other than an internal reconstruction with notice to the other party.

11. Consequences of termination

If this Agreement is terminated or expires for any reason, then, in addition and without prejudice to any other rights or remedies available;

(a) the parties are immediately released from their obligations under the Agreement except those obligations in clauses 6 to 9 and any other obligations that, by their nature, survive termination;
(b) the parties are immediately released from their obligations under the Agreement except those obligations in clauses 6 to 9 and any other obligations that, by their nature, survive termination;
(c) the Member / Subscriber / Advertiser must immediately pay all outstanding Fees.

12. General

(a) The Member / Subscriber / Advertiser must not assign or otherwise deal in any other way with any of its rights under this Agreement without the prior written consent of the Website Owner.
(b) Nothing contained in this Agreement creates any relationship of partnership or agency between the parties.

Modified: 9 March 2023