- “Content” means the textual, visual or aural content that is encountered as part of Your experience on Our Website. It may include, among other things: text, images, sounds, videos and animations. It includes content Posted by You.
- “Intellectual Property” means intellectual property owned by Us, of every sort, whether or not registered or registrable in any country, including intellectual property of all kinds coming into existence after today; and including without limitation, patents, trademarks, unregistered marks, designs, copyrights, software, domain names, discoveries, creations and inventions, together with all rights which are derived from those rights.
- “Our Website” means any website, mobile application or service designed for electronic access by mobile or fixed devices which is owned or operated by Us. It includes all Web pages controlled by Us.
- “Post” means place on or into Our Website any Content or material of any sort by any means.
- “Services” means all the services available from Our Website, whether free or charged.
- “Visitor” means anyone who visits Our Website
Your account and personal information
All information You provide to FDI will be true, accurate, current, and complete. You will be responsible for all activities that occur under Your password, you should keep Your password confidential. You are solely responsible for maintaining the confidentiality of Your account and password and for restricting access to Your computer, and You agree to accept responsibility for all activities that occur under Your account or password. If You have reason to believe that Your account is no longer secure (for example, in the event of a loss, theft or unauthorised disclosure or use of Your account ID, password, or card number), You will immediately notify Us. You will be liable for the losses incurred by Us or others due to any unauthorised use of Your account.
You are further fully responsible for any use and content accessed by Your clients when you set up a sub-account for them and allow them access to a portion of Your account. You agree to hold FDI not liable for any or all liabilities against any third-party claims arising out of the creation and use of such “sub-accounts”. You acknowledge and agree that You are solely responsible for what content and information is available to and accessible by each of Your clients including whose data they have access to.
How we handle your Content
Grant of License
FDI grants to You during the Term and subject to timely and full payment of all fees set.
- A non-exclusive, non-transferable, personal, right and license to access and use our Website and the Services.
- Non-exclusive, worldwide, and perpetual license to perform, display, and use its mobile application on any mobile device. Nothing in these Terms confers in You any right of ownership in the Software including any derivative works or improvements based on Content You Post on Our Website.
Security of Our Website
If you violate our website, we shall take legal action against You. You now agree that You will not, and will not allow any other person to:modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.
- Link to our site in any way that would cause the appearance or presentation of the site to be different from what would be seen by a user who accessed the site by typing the URL into a standard browser.
- Download any part of Our Website, without our express written consent.
- Collect or use any product listings, descriptions, or prices.
- Collect or use any information obtained from or about Our Website or the Content except as intended by this agreement.
- Aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of the Services.
Share with a third party any login credentials to Our Website.
Warranties and Disclaimers
Disclaimers. This website and the services are provided as-is without any warranties, whether express, implied, or statutory, and FDI, its affiliates and licensors hereby disclaim all implied warranties, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and quality or accuracy of service. Neither FDI, nor its affiliates or subcontractors make any warranties or representations that the services will be uninterrupted or error-free or will perform in a certain way. In no event will FDI, its affiliates, employees, agents, licensors, or subcontractors be liable to you or anyone else for any loss or damage of any sort incurred as a result of reliance on the services or any results obtained from their use including but not limited to any errors in invoices produced using the services.
You will defend, indemnify and hold FDI, its affiliates and their respective directors, shareholders and employees not liable for any or all liabilities against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims made or brought against FDI by a third party relating to.
- The breach by You of any of Your representations or warranties in these Terms;
- Your failure to comply with applicable law;
- Your breach of this agreement; any act, neglect or default by any agent, employee, licensee or customer of Yours;
- A contractual claim arising from Your use of the Website or the Services;
- A breach of intellectual property rights and (vi) access to Your account or any sub-accounts You create by Your clients or authorized third parties.
Limitation of liability
Except for your indemnification obligations in section 7, under no circumstances will FDI, you, or any affiliate be liable to another party for indirect, incidental, consequential, special, or exemplary damages arising from these terms, even if that party has been advised of the possibility of such damages, such as, but not limited to, loss of revenue or anticipated profits or lost business. In no event will FDI’s total liability under these terms exceed the amount of fees paid by you to FDI during the 1-month period preceding the action. Further, neither FDI nor its affiliates or subcontractors will be liable for any loss of your data or any interruption of the services for any cause. This limitation is a fair allocation of risk.
Uploading to our servers
- You represent and warrant that You have the full authority and right (including but not limited to intellectual property rights) to use and post any material or Content that You Post to Our Website.
- You must not upload to, or store on our servers any material or Content which You are not permitted by this agreement to Post to Our Website.
- You may not share, rent or sub-license space on the servers.
- You may not upload to any shared server, any of the following pages, namely those:
- pages with banners, graphics or CGI scripts running from their domain being used on other domains. (e.g., hot-linking, image-sucking, load-spreading);
- pages with very large graphic archives or galleries.
- pages offering download archives or large media distribution (>1GB), such as .zip,. .tar, sit, .ra, .avi, .mov, .asf and .GZ;
- pages running large or busy chat rooms.
- pages using more than 1% of system resources.
- You may not send more than 500 email messages per hour.
- You may not send more than 5000 exports per hour.
- Upon either of Us giving the other 30 days’ notice in writing addressed by post to the last known land address or by e-mail to the last known e-mail address of the other of Us. If Your cancellation is to be effective, you must give Us full information to enable Us to identify:
- who you are and.
- that you have proper authority to cancel and.
- the Services you wish to cancel.
- FDI may immediately, without notice terminate these Terms if
- You have materially breached these Terms or our Policies, including but not limited to any breach of Your warranties outlined in these Terms or breach of any provisions in these Terms
- You have provided inaccurate, fraudulent, outdated or incomplete information.
- You have violated applicable laws, regulations or third party rights.
- FDI believes in good faith that such action is reasonably necessary to protect the safety or property of other customers, FDI or third parties, for fraud prevention, risk assessment, security or investigation purposes.
- Immediately by either party if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration or bankruptcy order (otherwise than for the purpose of an amalgamation or reconstruction).
- Any termination of this agreement by this paragraph shall be without prejudice to any other rights or remedies to which a party may be entitled.
- Termination by either party shall have the following effects:
- Your right to use the Services immediately ceases.
- We are under no obligation to forward any unread or unsent messages to you or any third party.
- There shall be no re-imbursement or credit if We decide in our absolute discretion that You have failed to comply with any of the terms of this agreement.
- If You or We terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.
Interruption or Modifications to Services
- If it is necessary for Us to interrupt the Services, we will give You reasonable notice where this is possible and when We judge the down time is such as to justify telling You.
- You acknowledge that the Services may be interrupted and/or the appearance of our website changed without notice.
- You agree that We are not liable to You for any loss, foreseeable or not, arising from any interruption to the Services.
Intellectual Property You always agree that You will:
- Not to cause or permit anything which may damage or endanger our title to the Intellectual Property.
- Notify Us of any suspected infringement of the Intellectual Property.
- Indemnify Us for any loss or expense arising from Your misuse of the Intellectual Property.
- On the expiry or termination of this agreement immediately stop Using the Intellectual Property except as expressly authorized by Us in writing.
- Not use any name or mark like or capable of being confused with any name or mark of ours.
- So far as concerns software provided or made accessible by Us to You, You will not:
- Copy, or make any change to any part of its code.
- Use it in any way not anticipated by this agreement.
- Give access to it to any other person than you, the licensee in this agreement.
- In any way provide any information about it to any other person or generally.
- Not use the Intellectual Property except directly in our interest.
Bandwidth and data storage
- You agree that bandwidth and storage requirement shall not exceed a ‘fair use’.
- If Your bandwidth and storage requirement exceed a ‘fair use’ amount, We may in our discretion:
- charge a ‘fair’ price for the additional usage You have used, such charges to be paid within 30 days of the invoice date or if in our opinion Your usage puts at risk the continued provision of the Services to other customers, we may limit the Services We provide to You that We have agreed in our contract with You. We may not be able to give You notice of this.
- We maintain reasonable procedures for general backup of data for our own purposes, but We give no warranty that Your data will be saved or backed up in any particular circumstances unless We have made specific contractual arrangements with You in writing.
- Various data will be automatically removed and will not be stored forever. Examples of such data, and not limited to, is GPS location data. You will not be notified when this happens as it is a continues process to assist in the performance of our systems.
The Website and the Services may contain links to third-party Websites or resources. You acknowledge and agree that FDI is not responsible or liable for:
- The availability or accuracy of such Websites or resources; or
- The content, products, or services on or available from such Websites or resources. Links to such Websites or resources do not imply any endorsement by FDI of such Websites or resources or the content, products, or services available from such Websites or resources. You acknowledge sole responsibility for and assume all risk arising from Your Use of any such Websites or resources or the Content, products or services on or available from such Websites or resources.
- Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between FDI and You regarding the use of this Website and/or the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between FDI and You regarding use of this Website and/or the Services.
- Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, it or its subcontractor(s) is prevented from performing any obligation or service, in whole or in part, as a result of causes beyond its reasonable control (“Force Majeure Event”).
- Communication. All notices, requests, and other communications will be sent to Your email address or to any other addresses as either party may specify to the other in writing.
- Governing Law. These Terms are governed by and construed under the laws of Victoria, Australia.
- Limited Relationship. FDI is an independent contractor; nothing in these Terms shall be construed to create a partnership, joint venture or agency relationship between You and FDI.
- Severability. If any provision or part of a provision in these Terms is illegal, invalid, or unenforceable by a court or other decision-making authority, then the remainder of the provision will be enforced, and the validity of all other provisions in these Terms will not be affected or impaired.
- No Waiver. Waiver of any one default will not waive subsequent defaults of the same or different kind, and no failure or delay of either party to exercise or enforce any of its rights under these Terms will act as a waiver of those rights.
- Export. You may not use, export, re-export, import, or transfer the Application except as authorised by FDI.
- Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without FDI’s prior written consent. Any attempt by You to assign or transfer these Terms, without such consent, will be null and of no effect. FDI may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
- Modification. FDI reserves the right, at its sole discretion, to modify the Subscription Services or to modify these Terms at any time and without prior notice. If We modify these Terms, we will post the modification on Our Website and/or provide You notice of the modification by email. Changes to the Terms will be effective at the time of posting. Your continued access or use of this Site, the Subscription Services and/or Software will constitute acceptance of the modified Terms. If the modified Terms contain material changes (by decreasing Your rights or increasing Your responsibilities), We will provide You with notice prior to the changes taking effect. If the modified Terms are not acceptable to You, your only recourse is to terminate these Terms. If You do not terminate these Terms, you will be deemed to have accepted the changes.