MainStreet Malls Members User Agreement and Terms & Conditions of Use

1. USER AGREEMENT and TERMS & CONDITIONS OF USE

Welcome to MainStreet Malls and Markets (MSM), Australia's own online trading community owned by MainStreet International Group Limited and operated by its subsidiary MainStreet International Marketing Group Pty Ltd. This User Agreement describes the terms and conditions that govern your use of our services located at www.MainStreetWorld.com, www.MainStreetMalls.com and www.MainStreetMarkets.com.au (our Sites) and are intended to assist in keeping them a safe place to trade within the boundaries of our policies of our members and affiliates.

1.1 Acceptance of these terms and conditions:

The terms and conditions are the terms on which MainStreet International Marketing Group Pty Ltd offers you access to the services and web sites. By registering as a member of MainStreetMoney (MSM) you accept these terms and conditions. If you do not accept these terms and conditions, you must refrain from using the services. You must read, agree with and accept all of the terms and conditions contained in this User Agreement and our Privacy Policy, which include those Terms and Conditions expressly set out below and those incorporated by reference, before you may become a member of MSM. We strongly recommend that, as you read this User Agreement, you also access and read the information contained in the other pages and websites referred to in this document, as they may contain further terms and conditions which apply to you as an MSM Member. By accepting this User Agreement, you also agree to be bound by the User Agreements and posted Terms and Conditions on other MainStreet websites to the extent that you use those websites.

1.2 Amendment of Terms and Conditions:

These terms and conditions may be amended in whole or in part by MainStreet from time to time at our discretion by posting the amended terms on our Site. Amendments will be effective immediately upon posting of the amended terms and conditions on this web site. You are responsible for ensuring you are familiar with the latest terms and conditions. If you do not agree with such changes, you must terminate your membership of the MSM. Your continued use of the services represents your agreement to be bound by the terms and conditions as amended. This Agreement may not be otherwise amended except in writing signed by you and MSM.

1.3 Terminology:

In these terms and conditions, the following expressions have these meanings set out: 'item', 'items' means goods or merchandise that may be purchased or sold through the MainStreetMallsTM.

• 'member' means a registered member of the MainStreetMoneyTM;
• 'services' means any one or more of the additional services such as classified advertising, telecommunications, and any other service that MainStreet may offer;
• 'we', 'us' and 'our' are a reference to MainStreet;
• 'you' and 'your' are a reference to you;
• 'web site' means any MainStreet web site through which the services are offered; and
• 'listing' means a listing on the web site through which you offer, negotiate and buy or sell any item.

2. SPECIFIC WARNINGS

2.1 The services:

MainStreetMallsTM provides a venue for MSM members to buy goods and services using their MainStreetMoneyTM account.

2.2 The risk:

Transactions on the MainStreetMallsTM are a business to business transaction between MainStreet and its supplier. You agree that MainStreet takes no responsibility or liability for any misconduct of any of its suppliers including, without limitation, suppliers that have registered under false pretences or who attempt to defraud you. MainStreet gives no undertakings, representations, or warranties in relation to items sold or listed on the web site, including:

• ownership of any item;
• as to the content, safety, description, worthiness, quality, or legality of the items that are listed on the web site;
• as to the accuracy or truth of listings;
• that any item will meet your requirements or expectations; or
• the ability of a supplier to complete a transaction.

2.3 Disclaimer:

Your use of the services is at your sole risk. The web site and services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law and without limiting clause

2.3.1, MainStreet disclaims and excludes all implied conditions or warranties, including, but not limited to, any warranties of merchantability, fitness for a particular purpose, and non-infringement;

MainStreet does not warrant that i) the services provided will be uninterrupted, timely, secure, or error free, or ii) that any information (including feedback) provided on the web site is error-free or reliable;

no advice or information that is obtained by you from MainStreet or anyone else shall create any warranty by MainStreet that is not expressly stated in the terms and conditions; and responsibility for the content of advertisements appearing on this web site (including hyperlinks to advertisers' own websites) rests solely with the advertisers. The placement of such advertisements on the web site does not constitute MainStreet’s recommendation or endorsement of the advertised product or service. Each advertiser is solely responsible for any representation made in connection with its advertisement.

2.4 Liability

You agree that, to the maximum extent permitted by law, any and all liability and responsibility of MainStreet to you or any other person under or in connection with these terms and conditions, or in connection with the services, this web site, another Member's acts or omissions, or your use of or inability to use, the services or this web site is excluded regardless of whether such liability arises in contract, tort (including negligence), equity, breach of statutory duty or otherwise. MainStreet’s liability and responsibility is excluded in respect of any and all loss or damage, whether direct or indirect, including, without limitation, loss of profits, loss of data, loss of business or anticipated savings, general and special damages, and consequential and incidental loss.

2.5 Indemnity:

You agree to release, indemnify and keep indemnified us from and against all actions, claims, costs (including legal costs and expenses) losses, proceedings, damages, liabilities, or demands suffered or incurred by us to any person arising out of or in connection with your failure to comply with these terms and conditions, your failure to completed a transaction, your use of MainStreet's message facilities and chat rooms, your sale or attempted sale of an item prohibited under clause 4.2(c), or arising out of any content or item you submit, post, transmit, or make available through the services.

2.5.1

Were you have a dispute with any transaction, you release MSM (and our officers, directors, agents, affiliates, parents, subsidiaries and employees) from claims, demands and damages (actual, special, direct, indirect and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

2.5.2

We send you communications and notices regarding your transactions and your MSM Account on our Sites. Our communications do not represent any endorsement, guarantee or legitimisation of your transactions. You are responsible for completing all transactions you participate in (including monitoring the status and complying with all relevant legal obligations). We do not control, endorse or approve the items, information or content provided by other users which is made available through our system. You may find other users' information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice safe trading when using our Site. Please note that there are also risks of dealing with underage persons or people acting under false pretence. Additionally, there may also be risks with international trading and dealing with foreign nationals.

2.6

Without limiting any other rights and remedies available to MainStreet, MainStreet may limit your activities on the web site, remove your listings, warn other members of your actions, issue a warning to you, suspend or terminate your membership, or refuse to provide our services to you if you breach these terms and conditions or where MainStreet considers it appropriate.

3. BECOMING A MEMBER

3.1 Becoming a Member & Eligibility:

Becoming a member is free. You may only register as a member if you are resident in Australia and can form a legally binding contract under applicable law that is enforceable against you. Without limiting the foregoing, you must be at a minimum age of 10 years old and have not been a previously suspended Member. By registering as a member, you warrant that you can form a legally binding contract. If you do not qualify, please do not use our services. Further, your MSM account (including feedback) and User ID may not be transferred or sold to another party.

3.2 Accurate Information:

You warrant that you have provided complete, accurate and current personal information when registering as a member or supplier. You must maintain and update your personal information held by MainStreet to ensure it is kept current at all times. You must not register as a member under multiple identities or personas (whether false or not). MainStreet may phone or mail you to verify these details.

3.3 Termination of membership:

MainStreet reserves the right to decline to register or to terminate your membership without entering into further discussions with you. Without limiting the foregoing, MainStreet may terminate your membership if a serious complaint or multiple complaints are received about you from other members, you breach these terms and conditions, you impersonate another member, or we, at our sole discretion, deem your behavior to be unacceptable. Members who have registered under multiple aliases will have all of their aliases disabled.

3.4 Security of your login information:

You are responsible for keeping your login information, including your email address and password, secret and secure. Without limiting the foregoing, you agree:

• not to permit any other person to use your user name or membership; and
• not to disclose, or provide to any other person, your password, email address, or any information that may allow them to gain access to your membership.

4. GENERAL RULES

4.1 General

• All listings, or communications made through MainStreetMallsTM shall be made in good faith.
• You must not attempt to damage, interfere or harm the web site or services, or any network, or system underlying or connected to them, including by using a robot, spider, scraper or other automated means to access the web site or information feature on it for any purpose.
• You shall not list your email address, phone number or any other contact detail within the description of listings, listing comments and/or questions.
• You must list classifieds in Australia dollars and include GST in the price. All tax obligations are the responsibility of the supplier and/or the buyer (as the parties determine).
• You must not complete a transaction outside of the MainStreetMallsTM. Attempts by you to avoid fees, including through multiple memberships, premature product withdrawal, or otherwise, may result in MainStreet suspending or terminating your membership.
• MainStreetMoneyTM memberships are not transferable and therefore cannot be sold or traded.

4.2 Your obligations as a supplier

• Suppliers must be located in Australia Suppliers outside of these countries are not permitted to sell on MainStreetMallsTM.
• You will only enter listings that are accurate, current, complete, and include all relevant information about the terms of sale, such as shipping cost. You must list an item in one category only which must be the most appropriate category for your item.
• You will only place listings for items that exist and are to be sold. You will not list items that you are not legally entitled to sell or that are not in your possession.
• You must not sell illegal, offensive (including anything of a defamatory, pornographic, or racially or ethnically objectionable nature), stolen, or unsafe items, items which infringe copyright or other intellectual property rights, items which have been illegally imported or which would require illegal import or export in order to complete the transaction, or any item of which the sale is prohibited by, or violates any, law. You are responsible for ensuring that any item listed by you does not breach this clause 4.2(d). You agree that MainStreet may disclose your personal information, including your name and contact details, to the relevant authorities, parties and/or the applicable intellectual property right holders (or their representatives) if we consider that you are in breach of this clause 4.2(d) at any time.
• MainStreetMallsTM classified advertising may be used by individuals or businesses to sell specific items.
• Your listing must not contain a URL for a website that contains further information on the item you have listed. You must not use MainStreet listings to promote a business or web site other than MainStreet web sites.
• You must not use the services or the web site to sell items that are of a speculative nature including, but not limited to pyramid selling, surf-for-free, or similar schemes.
• For classified advertising or specific items you can utilise the HOT LEAD facility via SMS, once used you may choose to sell to any buyer at your discretion.
• You will only list adult rated content (videos, magazines, DVD's, etc) in the Adult category. Adult content listed in non-adult categories will be removed or moved to the adult category.
• Listings are pre-screened for content. MainStreet reserves the right to remove any listing that it deems unsuitable or in breach of the terms and conditions.
• You must not link a listing to any page outside the web site.
• You must promptly forward the listed item to the successful buyer on completion of the transaction.
• You must not charge unreasonable amounts for shipping and packaging costs.
• The sale of films, videos, DVDs, VCDs and laser disks is covered by the Films, Videos and Publications Classification Act 1993. It is an offence to sell any of these items if they have not been examined and classified by the appropriate agencies. The offence carries a maximum penalty of $3,000 per publication. If any publication was sold and deemed to be objectionable and where the seller knew the publication was objectionable, the maximum penalty consists of 10 years imprisonment per publication. Therefore, when listing these items for sale, you must include within your listing, the classification rating and all information on the classification label.
• The selling of firearms on any MainStreet site is prohibited.
• You shall comply with all applicable domestic (including common law) and international laws, statutes, ordinances and regulations regarding your use of our service and your, listing, purchase, and sale of items. Specifically, you must ensure that your activities, items you list, and your information you post on our Sites do not violate the Broadcasting Services Act 1992 (Cth), the Trade Practices Act 1974 (Cth) and other relevant state-based fair trading legislation. For more information about this legislation and other legislation which may apply to you, please refer to http://www.austlii.edu.au Notwithstanding the successful conclusion of a transaction on our Sites, you must ensure strict compliance with any particular formalities which, if not complied with, will either render a transaction void or unlawful.

4.2.1 Listing and Selling.

4.2.2 Listing Description:

You must be legally able to sell the item(s) you list for sale on our Sites. You must describe your item and all terms of sale on the listing page of our Sites. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All listed items must be listed in an appropriate category.

4.3 Your Information. Definition.

"Your Information" is defined as any information you provide to us or other users in the registration, buying or listing (selling) process, in any public message area such as our Sites MSM Feedback area or through any email service. Your Information includes the descriptions of items you list for sale or display on our Site as well as any content you post on other web pages within our Sites. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information.

4.3.1 Your Information cannot:

• be false, inaccurate or misleading;
• be fraudulent or involve the sale of counterfeit or stolen items;
• infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
• violate any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, criminal law, antidiscrimination or trade practices/fair trading laws);
• be defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
• be obscene or contain child pornography or, if otherwise adult in nature or harmful to persons under the age of 18 years, shall be distributed only to people legally permitted to receive such content.
• contain any content that may be considered to be prohibited or potentially prohibited content for the purposes of the Broadcasting Services Act 1992 (Cth) (for more information about this legislation, please refer to the Internet Industry Association's Codes of Practice located at www.iia.net.au or www.acma.gov.au;
• contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, modify, delete, detrimentally interfere with, surreptitiously intercept, access without authority or expropriate any system, data or personal information;
• create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; and
• link directly or indirectly to or include descriptions of goods or services that:
• are prohibited under this Agreement;
• are concurrently listed for sale on a web site other than MSM's (this does not prevent linking to or advertising an MSM item from another web site); or
• you do not have a right to link to or include
• Furthermore, you may not list any item on our Sites (or complete any transaction that was initiated using our service) that, could cause us to violate any applicable law, statute, ordinance or regulation.

4.4 Your obligations as a buyer

• You must be located in Australia to buy on MainStreetMallsTM. People outside of these countries are not permitted to purchase items off MainStreetMallsTM.
• Reasonable allowances should be made for postage where applicable.
• You confirm and apply the Completed Status within your MSM Account in order to complete the payment transaction, receiving your Cash Reward and Payment to the Supplier.
• You must only access the Adult category if you are at least 18 years old.

4.4.1 Fraud.

Without limiting any other remedies available to MainStreet at law, in equity or under this Agreement, MainStreet may, in its sole discretion, suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise in our sole discretion) have engaged in fraudulent activity in connection with our Site.

4.4.2 Manipulation.

Neither you, nor any other third party manipulate the price of any item, nor may you interfere with other users' items listed for sale.

4.5 Feedback & Safe Trading

Because User authentication on the Internet is difficult, MSM cannot and does not confirm each User's purported identity. Thus, we have established user-initiated 24/7 Support and Feedback system you can utilise for assistance should you require it. We also encourage you to communicate directly with potential trading partners (Suppliers and buyers) through the Click to Call Function (if applicable) on our Sites.

Feedback you provide on other members must not contain offensive, defamatory or inappropriate language. MainStreet reserves the sole right to determine what is considered offensive, defamatory or inappropriate language.

5. FEES AND ACCOUNTS

5.1 MainStreetMallsTM Fees and Charges

MainStreet Listing Fees are FREE to the Supplier.

• Joining MSM is free.
• Throughout the MSM network there are usage charges for services such as Loading or Topping Up your Account, Transaction Fees, Transfers, SMS and E-Gift Certificates.
• MainStreet will only issue refunds in the form of credit to the MainStreetMoney™ Account of the Member. Cash refunds will not be issued.
• We may change our Fees and Credits Policy and the fees for our services from time to time. These changes will be posted within the Help Section of the MSM Account. However, we may choose to temporarily change our Fees and Credits Policy and the fees for our services for promotional events and such changes are effective when we post the temporary promotional event on our web sites. We may in our sole discretion change some or all of our services at any time. In the event we introduce a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in Australian Dollars.
• MainStreet reserves the right to change the fees charged for any of our services at any time. In the event that we introduce a new service, the fees for that service are effective at the launch of the service, unless otherwise stated.
• All fees are inclusive of GST, unless otherwise stated in these terms and conditions, no interest or other financial charges will be applied to MainStreet account balances.
• MainStreet reserves the right to investigate any queries with regard to any transaction within the MSM network or relevant party.
• Before listing an item, you should review our fees to ensure you are aware of the fees that you will incur. You are responsible for paying all fees associated with using our service and our Sites and all applicable taxes (including any goods and services or value added taxes, which will be added to amounts billed to you). Please Note: You cannot include MSM fees in the 'terms of sale' of your item or request another member to pay MSM these fees. However, you may wish to consider MSM fees when determining the minimum or fixed price of your item.

5.2 MainStreetMoney™ Accounts

• MainStreet maintains an online credit account for each member, this account is used to pay MainStreet for any goods or services purchased or used.
• You must settle any negative account balance immediately. MainStreet Malls reserves the right to take action against you to recover outstanding debts. You are liable for all expenses (including legal fees) that MainStreet incurs when collecting that debt.
• If your account or membership is terminated, MainStreet will refund the balance of your Prepaid Account, less a $5.00 GST Inclusive, manual processing fee that is payable to MainStreet. Consequently, no refund will be made if the account balance is below $5.00.
• If your account membership is removed due to breach of our Terms and Conditions it is at our discretion whether you are eligible for a refund. Promotional giveaways of MainStreet credits, bonus credits, or any free credits gifted to the member on registration may not be refunded.
• If you have not logged on to the web site for a period of 24months (two years), any unused balance on your account is forfeited to MainStreet and your membership will be suspended.

6. GENERAL PROVISIONS

6.1 System Integrity:

MainStreet will use its reasonable endeavors to ensure the availability of the web site and services, subject to any downtime required for maintenance. However, MainStreet takes no responsibility for any system unavailability, or for any loss that is incurred as a result of web site or services being unavailable. Further, MainStreet assumes no responsibility for the corruption of any data or information held by MainStreet.

6.2 Resolution of disputes:

MainStreetMallsTM as a retailer will review and resolve each dispute on a case by case basis with MainStreet having the sole right to determine the outcome of the dispute.

6.3 MainStreet Malls message facilities and chat rooms:

MainStreet may provide Message Facilities for the use by MainStreet members. The Message Facilities may be used to promote commercial or business activity to our MSM Members on a user consent basis. MainStreet is not responsible for any of the opinions expressed in the Message and Chat Rooms. By posting a message you agree to take full legal responsibility and liability for your comments, including for offensive or defamatory statements.

6.4 Force Majeure:

Without prejudice to clause 2.3(a), MainStreetMallTM has no liability for any lack of performance, unavailability or failure of the services or the web site or for any failure of MainStreet to comply with these terms and conditions where the same arises from any cause reasonably beyond the control of MainStreet.

6.5 Licence.

Solely to enable MSM to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub licensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. MSM will only use Your Information in accordance with our Privacy Policy at http://www.mainstreetmalls.com/help.aspx?f=malls_privacy.

6.6 No Waiver:

If we do not exercise or enforce any right available to us under these terms and conditions, it does not constitute a waiver of those rights.

6.7 Partial Invalidity:

If any provision of these terms and conditions becomes or is held to be invalid, unenforceable or illegal for any reason, and in any respect, that provision shall be severed from the remaining terms and conditions, which shall continue in full force and effect.

6.8 Governing Law:

These terms and conditions are governed by the laws of Queensland, Australia. You submit to the non-exclusive jurisdiction of the Courts of Queensland.

6.9 Intellectual Property Rights:

MainStreet (and its licensors or suppliers, as the case may be) owns all proprietary and intellectual property rights in the web site (including text, graphics, logos, icons and sound recordings) and the software and other material underlying and forming part of the services and the web site. You may not without our prior written permission, in any form or by any means:

Adapt, reproduce, copy, store, distribute, print, display, perform, publish or create derivative works from any part of this web site; or

Commercialise, copy, or on-sell any information, or items obtained from any part of this web site.

6.10 Entire agreement:

These terms and conditions supersede all previous conditions, understandings, commitments, agreements and representations whatsoever whether oral or written, and constitutes the entire agreement, between the parties, relating to the subject matter of these terms and conditions.

6.11 Privacy:

MainStreet collects personal information about you through your use of the services and the web site, including:

• your registration details; and
• information relating to your use of the web site and the content you access.

MainStreet has a Privacy Policy which applies to all members and is incorporated into this User Agreement by reference. Our current Privacy Policy is available at http://www.mainstreetmalls.com/help.aspx?f=malls_privacy. You must read and accept our MSM Privacy Policy upon registration in order to use our Sites, and you will continue to be bound by its provisions (and any amendments we make to the Privacy Policy) while you are a member of the MSM. You agree that MainStreet may use this personal information to assist us to provide the services to you, for internal research purposes, to verify your identity, for promoting and marketing other MainStreet products and services to you, and for any other use that you authorise.

We will not sell or allow third parties to access your personal information without your consent, however you agree that MainStreet may disclose your personal information, including your name and contact details, to the relevant authorities, parties and/or the applicable intellectual property right holders (or their representatives) if we consider that you are in breach of this clause 6.10 at any time. Please review our MSM Privacy Policy.

7. ACCESS AND INTERFERENCE.

Our Site contains robot exclusion headers and you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software or routine to bypass our robot exclusion headers, or to interfere or attempt to interfere with the proper working of our Site or any transaction being conducted through our Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our Site is updated on a real time basis and is proprietary or is licensed to MSM by our users or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Your Information) from our Site without the prior express written permission of MSM or the appropriate third party authorised to grant such permission.

8. BREACH.

• Without limiting other remedies available to MainStreet at law, in equity or under this Agreement, we may, in our sole discretion, immediately issue warning, temporarily suspend, indefinitely suspend or terminate your account or membership and refuse to provide our services to you if:
• you breach this Agreement, the Privacy Policy or the terms and policies those documents incorporate by reference;
• we are unable to verify or authenticate any information you provide to us; or
• we believe that your actions may cause legal liability for you, our users or us.

9. NO WARRANTY.

9.1

WE AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES WITH STANDARD WARRANTY CONDITIONS AS PROVIDED BY THE SUPPLIER ON NEW PRODUCT UNLESS ADVERTISED OTHERWISE. Furthermore all Warranty Claims are to and will be placed back through the supplier networks in order to gain resolution, MainStreet accepts no responsibility for this process once underway and is the sole responsibility of the buyer to facilitate the desired outcome with the supplier and or warranty provider.

9.2

To the extent that MainStreet and all affiliates and related entities of MainStreet are able to limit the remedies available under this Agreement, and subject to Clause 12 of this Agreement, MSM and all affiliates and related entities of MSM expressly limit their liability for breach of a non-excludable condition or warranty implied by virtue of any legislation to the following remedies (the choice of which is to be at MSM's sole discretion):

in the case of goods, any one or more of the following:

• the replacement of the goods or the supply of equivalent goods;
• the repair of the goods;
• the payment of the cost of replacing the goods or of acquiring equivalent goods; or
• the payment of the cost of having the goods repaired; and

in the case of services:

• the supply of the services again; or
• the payment of the cost of having the services supplied again.

10. LIABILITY LIMIT.

10.1

IN NO EVENT SHALL WE, OUR AFFILIATES AND RELATED ENTITIES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). YOU AGREE TO ACCEPT SOLE RESPONSIBILITY FOR THE LEGALITY OF YOUR ACTIONS UNDER THE LAWS WHICH APPLY TO YOU. YOU AGREE THAT MSM AND ALL AFFILIATES AND RELATED ENTITIES OF MSM HAVE NO RESPONSIBILITY FOR THE LEGALITY OF OUR MEMBERS' ACTIONS. TO THE EXTENT PERMITTED BY LAW, OUR LIABILITY, AND THE LIABILITY OF OUR SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF:

• THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY; AND
• AUD$100.

10.2

Notwithstanding the above provisions, nothing in this Agreement is intended to limit or exclude any liability on the part of MSM and its affiliates and related entities where and to the extent that applicable law prohibits such exclusion or limitation.

11. INDEMNITY.

You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from and against any claims, demands, proceedings, losses and damages (actual, special and consequential) of every kind and nature, known and unknown, including reasonable solicitors' fees, made by any third party due to or arising out of your breach of this Agreement or the terms and policies it incorporates by reference, or your violation of any law or the rights of a third party.

12. NO AGENCY.

You and MSM are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

13. NOTICES

Except as explicitly stated otherwise, any notices shall be given by registered ordinary post (or if posted to or from a place outside Australia, by registered airmail) to MainStreet International Marketing Group Limited, PO Box 10070, Adelaide Street, Brisbane, QLD, 4000 or by facsimile to 61 7 3832 8767, or to the email address you provide to MSM during the registration process (in your case). Alternatively, we may give you notice by certified airmail, postage prepaid and return receipt requested, to the address provided to MSM during the registration process, or as updated by you as relevant. Any notice shall be deemed given (a) if sent by email, 24 hours after email is sent, unless the sending party is notified that the email address is invalid, (b) if sent by pre-paid post, three Business Days after the date of posting, and on the seventh Business Day if sent to or posted from outside Australia, and (c) if sent by facsimile transmission, on the Business Day the transmission is sent (as long as the sender has a confirmation report specifying the facsimile number listed above, the number of pages sent and the date of the transmission). For purposes of this section, "Business Day" means a day on which banks are open for general business in Brisbane, Queensland, other than a Saturday, Sunday or public holiday.

14. ARBITRATION.

Any controversy or claim arising out of or in connection with this Agreement may at our discretion be settled by binding arbitration by reference to a commercial disputes centre. You agree to be bound by the ruling arbitrator. The costs of the dispute are borne by the originator.

15. ADDITIONAL TERMS.

The following documents are incorporated into this User Agreement by reference, and you agree to be bound by the terms and policies outlined in these documents. Any changes to the policies set out below will be notified on our Announcements Board.

15.1

Our Privacy Policy is available. We may change our Privacy Policy from time to time and our changes are effective after we provide you with at least thirty (30) days' notice of the changes by posting the changes on the Announcement Board and sending email to users who select such notification.

16. GENERAL

This Agreement shall be governed in all respects by the laws of the State of Queensland, Australia. All members of this Site irrevocably submit to the non-exclusive jurisdiction of the courts of Queensland, Australia. The provisions of this Agreement are severable, and if any provision of this Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by MSM, in our sole discretion, to a third party in the event of a merger or acquisition. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You agree that this Agreement may not be construed adversely against us solely because we prepared it. This Agreement and the terms and conditions incorporated herein set forth the entire understanding and agreement between us with respect to the subject matter hereof. Sections 2 (Fees and Services) with respect to fees owed for our services, 3.3 (Release), 6.5 (License), 7 (Access and Interference), 10 (Liability Limit), 11 (Indemnity) and 14 (Arbitration) shall survive any termination or expiration of this Agreement.

17. DISCLOSURES

The services hereunder are offered by MainStreet International Group Limited, PO Box 10070, Adelaide Street, Brisbane, Queensland, Australia, 4000

These Terms and Conditions were last updated October 2007

Back to Home