Introduction

http://www.merchantwise.com and its subdomains ("the Website") is maintained and operated by Merchantwise Pty Ltd (ACN 622 026 242) of Level 3, 165 Fitzroy Street, St Kilda, 3182, Australia ("Merchantwise", "we" or "us" including its directors, employees, servants and agents) and is a Website which provides information and audio visual content related to our brand licensing services ("Services"). By registering your details with the Website or using the products or Services provided by Merchantwise you, the end user ("User", "you" or "your") agrees to be legally bound by the following Website terms and conditions, and Privacy Policy (collectively "Terms and Conditions" or "Agreement"). If you do not wish to be bound by these Terms and Conditions, you should not access or use the Website or Services.

Your Use of the Website

In respect of your access and use of the Website, you acknowledge and agree that Merchantwise:

• takes no responsibility for the accuracy or validity of any claims or statements contained in the documents, content and related graphics on the Website;
• neither warrants nor represents that your use of any content displayed on its Website will not infringe rights of third parties;
• does not guarantee continuous, uninterrupted or secure access to the Website or Services or that the Website or Services may not be interfered with factors outside the control of Merchantwise or that this Website or the materials on it will be free from viruses;
• has no obligation to monitor the Website, however, you agree that Merchantwise has the right to monitor the Website electronically from time to time and to disclose any information as necessary to satisfy any law, regulation or other governmental request, to operate the Website properly, or to protect itself or its users;
• is not obliged to publish any material submitted by you and Merchantwise reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of this Agreement; and
• is not responsible for the content of external internet sites.

You also acknowledge and agree that:

• any communication or material that you transmit to or post on this website by electronic mail or otherwise including any data, questions, comments, suggestions or otherwise, will be treated as non-confidential and non-proprietary information and you grant us a perpetual, irrevocable and royalty-free licence to use, reproduce, modify, edit, adapt publish, translate, create derivative works from, distribute, perform and display such material (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology, now known or later developed for the full term of any rights that may exist in such content;
• any personal information that you give us will be held and used by us in accordance with our Privacy Policy contained on this Website;
• if you choose to use a workplace email address for your account or to access the Website, then you are solely responsible for ensuring that you comply with the rules, policies or protocols that apply to the use of your email address and your workplace facilities;
• you agree to provide us with current, complete and accurate details, if asked to do so by the Website; and
• all restrictions and licences granted by you and all of our disclaimers and limitations of our liability and duties of confidentiality will survive termination, although you will no longer be authorised to access this Website.

Prohibited Uses

Without limiting any other obligations, you must not:

• data mine or conduct automated searches on the site or the content on the Website, whether through the use of additional software or otherwise or use any of the content on the Website for any purpose not contemplated by these Terms and Conditions;
• create links from the Website to any other website, frame or mirror the Website without our prior written consent or violate the security or any security measures of this Website;
• knowingly transmit any virus, Trojan horse, worm or other disabling feature to, through or from the Website;
• use the Website to send spam, commercial, unsolicited or bulk electronic messages to anyone or in any other way which would constitute an infringement of the Spam Act 2003 (Cth);
• probe, scan or test the vulnerability of this Website or any of our systems or networks used to facilitate this Website or use any device, software or routine to interfere or attempt to interfere with the proper working of this Website or any activity being conducted on this Website or make unauthorised modifications to the Website;
• use the Website or any facilities available on the Website for any activities, or transmit to or via the Website any information or materials (including submitting ads), which:
  • breach any laws or regulations or these Terms and Conditions;
  • infringe a third party's rights (including intellectual property rights, moral rights, rights of privacy or their trade secrets);
  • are inappropriate, offensive, obscene, threatening, indecent, inflammatory, pornographic, defamatory or confidential;
  • are false or misleading;
  • are discriminatory in breach of State or Commonwealth anti-discrimination legislation;
  • identify a person or which can be used to identify a person (including any copy, photos or other pictorial representations) unless you have obtained that person's authority; or
• attempt to do, or permit another person to do, any of the above acts.

Your Obligations and Warranties

You covenant and warrant that:

• you access this Website at your own risk and you are responsible for compliance with this Agreement and the applicable laws of your jurisdiction; and
• you will promptly advise us of any changes to your information provided to us as part of the mailing list process.

Indemnity

You agree to defend, indemnify and hold Merchantwise and its affiliates, suppliers and related companies harmless from any and all liabilities, costs and expenses, including reasonable legal fees, related to any breach of your warranties, violation of this Agreement by you, or in connection with the use of the Website, Services or the internet or the placement or transmission of any message, information, software or other materials on the Website or on the Internet by you.

No Warranty and Limited Liability

To the extent permitted by law:

• we exclude all implied warranties, conditions and other terms, whether implied or by statute or otherwise, including without limitation any terms as to skill and care or timeliness of performance or those arising from a course of dealing or usage of trade. This may not apply to users in certain jurisdictions that do not allow the disclaimer of implied warranties;
• we do not warrant or represent the suitability of the Website for any purpose;
• we do not accept any liability (including, without limitation, liability in negligence) for any expenses, losses, damages, costs, accidents, injuries, deaths, fines, legal proceedings, suits, or any other law violations you suffered, incurred or made against you as a direct or indirect result of your access and use of this Website and its contents;
• our liability, if any, to you for loss or damage of any kind arising out of this agreement or in connection with the relationship established by it is reduced to the extent (if any) that you cause or contribute to the loss or damage. This reduction applies whether our liability is in contract, tort (including negligence), under any statute or otherwise; and
• we will not be liable to you for special, indirect and consequential loss (including without limitation for loss of revenue, loss of profits, failure to realise expected profits or savings and any other commercial or economic loss of any kind) or loss or corruption of data, in contract, tort, under any statute or otherwise (including negligence) arising from or connected to the Website.

Termination

Merchantwise reserves the right to immediately terminate your access to the Website if you have breached any of the Website's Terms and Conditions.

Recourse

If you are dissatisfied with the Website or with any terms, conditions, rules, policies, guidelines, or practices of Merchantwise in operating the Website, your sole and exclusive remedy is to discontinue using the Website.

Intellectual Property

All information on this Website is protected by copyright and other intellectual property rights. The content of the Website and namely, but not exclusively the information, texts, marks, logos, diagrams, photographs, videos, sounds, music, layout, designs, know-how, technologies, products, tools, methodologies, processes are the property of Merchantwise or its affiliated companies or are used with the authorisation of the owners, and accordingly are all protected by copyright, trademarks, patents and all other intellectual or industrial property rights which exist under applicable laws and treaties. We reserve our rights in relation to all intellectual property contained on the Website. Unless otherwise expressed in writing to you or permitted by law, you are not authorised or licensed to use any intellectual property on the Website in any way. All other third party brand or company names mentioned herein are the trademarks of their respective owners.

Privacy

We may collect personal information about you through this Website, surveys or competitions or if you subscribe to any Services provided by us. This personal information may include your name, position, organisation, ABN/ACN, organisation type, organisation size, location, contact details any other specifically requested information ("Personal Information"). Such Personal Information collected about you is subject to and governed by our Privacy Policy. By your use of the Website, you consent to the collection and use of the Personal Information for storage, processing and use by us and our affiliates in accordance with the Privacy Policy. Therefore, it is necessary that you read and agree to the Privacy Policy prior to accepting these Terms and Conditions.

Confidential Information

You authorise Merchantwise to collect from any party and to retain all relevant information relating to your use of the Website, and you hereby authorise any party to provide us with such information. Merchantwise cannot ensure or guarantee privacy for Merchantwise users but any information we do collect will be subject to the Privacy Policy. It is therefore recommended that this Website not be used for the transmission of confidential information. Any such use shall be at the sole risk of the user, and Merchantwise and its affiliates, suppliers and related companies shall be relieved of all liability in connection therewith.

No Agency

Nothing in the Terms and Conditions is intended to, or shall be deemed to, constitute an agency, partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, another party in any way.

No Assignment

This Agreement or any interest you have under this Agreement, may not be assigned, purported to be assigned, or otherwise transferred by you without our prior written consent, which may be withheld in our absolute discretion.

Variation

Merchantwise may amend or terminate the Services and these Terms and Conditions from time to time for any reason, without notice, including but not limited to, the right to terminate with or without notice, with no liability to you or any other User or any third party (except as otherwise mentioned herein), by posting the amended terms on the Website and you agree that we may properly and effectively serve you with notice in this way. All future agreements will be bound by the terms in force at that point in time and therefore you are advised to review these Terms and Conditions on a regular basis.

Miscellaneous

These Terms and Conditions, including any and all documents referenced herein, constitute the entire agreement between Merchantwise and the user pertaining to the subject matter hereof. Merchantwise's failure to insist upon or enforce strict performance of any provision of these Terms and Conditions shall not be construed as a waiver of any provisions or right. If any of the provisions contained in these Terms and Conditions were determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions contained herein.

Governing Law and Jurisdiction

These Terms and Conditions are governed by and construed in accordance with the laws of Victoria, Australia. The parties irrevocably agree that the Victoria courts have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Terms and Conditions and any documents referred to in them. If you access the Website from outside Australia, you agree to be bound by the laws of Victoria, Australia. The United Nations Convention on Contracts for the International Sale of Goods or any other similar or replacement Convention, does not apply to these Terms and Conditions.