Website terms and conditions

These Terms of Use ("Terms") govern your use of our Website at www.UploadOnce.com.au ("Website") and form a binding contractual agreement between you, the user of the Website and us, HDLD Pty Ltd ABN 89 166 641 087 trading as IT Gems.

These Terms are important. Ensure you read them carefully and contact us at Support@UploadOnce.com.au with any questions before you use the Website.

By using the Website you acknowledge and agree that you have had sufficient chance to read and understand the Terms and you agree to be bound by them.

Do not use the Website if you do not agree to the Terms or do not have legal capacity.

1. Warranties

   1. You represent and warrant to us that:

a. you have the legal capacity to enter these Terms; and

b. you have complied with clause 3.

2. Non-Exclusive Licence to use the website

   1. IT Gems has rights to operate the Website.

   2. We grant you a non-exclusive, worldwide, non-transferable licence to use the Website in accordance with the terms and conditions set out in this Agreement.

   3. IT Gems may change this agreement by amending or deleting terms or adding new terms.

   4. You acknowledge and agree that IT Gems retains complete editorial control over the Website and may alter, amend or cease the operation of the Website at any time in our sole discretion.

   5. IT Gems does not warrant that you will have continuous access to the UploadOnce™ website. The website may be unavailable if communication links and other networks are experiencing issues or the website is being maintained or updated.

   6. The Website contains links to other websites as well as content added by people other than us. We do not endorse, sponsor or approve any such user generated content or any content available on any linked website.

   7. Nothing in these Terms constitutes a transfer of any intellectual property rights. You acknowledge and agree that, as between you and us, we own all intellectual property rights in the Website.

   8. You need not disclose your identity to us in order to use this Website.

   9. This Website may use “cookies” to collect anonymous traffic data from users who access this Website.

3. Your use of our www.UploadOnce.com.au website

   1. You have legal capacity and you agree to comply with the terms and conditions of this agreement and follow any procedures and other instructions we provide when you use the website.

   2. You agree you will not transfer your rights or obligations under this agreement to any other person without first getting our written consent.

   3. You agree to comply with all laws that apply to the information that we provide to you or for you on the website.

   4. You may access and use the Website (including any incidental copying that occurs as part of that use) in the normal manner and may also print one copy of any page within the Website for your own personal, non-commercial use.

   5. You agree that you will not re-sell, re-package or otherwise re-use our information technology, software or documentation or intellectual property in any other way without prior written permission from IT Gems. This includes:

4. reproducing, adapting, storing in a retrieval system, transmitting, printing, displaying, performing, publishing or creating derivative works from any part of the content or design of this Website or

5. causing any of the material on this Website to be framed or embedded in another Website or

6. commercialising any information, products or services on this Website, except as permitted by applicable copyright legislation.

   6. You agree that you will not copy, modify, adapt, reverse engineer or infect with viruses our information technology, software or documentation or intellectual property.

   7. You must not add content to the Website:

7. unless you hold all necessary rights, licences and consents to do so;

8. that would cause you or us to breach any law, regulation, rule, code or other legal obligation;

9. that would bring us, or the Website, into disrepute; or

10. that infringes the intellectual property or other rights of any person.

    8. By posting or adding content onto the Website, you grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable right and licence to use that content in any way (including, without limitation, by reproducing, changing, and communicating the content to the public) and permit us to authorise any other person to do the same thing.

    9. You consent to any act or omission which would otherwise constitute an infringement of your moral rights, and if you add any content in which any third party has moral rights, you must also ensure that the third party also consents in the same manner.

    10. The licence in clause 3.08 and 3.09 will survive any termination of these Terms.

    11. You represent and warrant to us that you have all necessary rights to grant the licences and consents set out in clauses 3.08, 3.09 and 3.10.

    12. You agree to permit us andour service providers to automatically record details about any computer used to access the Website (such as the IP address, domain name and browser type), the date and time of access, and details of the information downloaded. This information is used for business purposes and to improve this Website.

4. Compensation and liability

   1. Information may be provided to us by others. While we always aim to provide quality information to you, you understand that we do not independently check all information supplied to us, or the compilation of information by our systems.

   2. You understand that you are responsible for assessing the value of the information we provide you, and for the business decisions that you make, regardless of whether you base them on the information we supply. You are solely liable for the results any actions or decisions you take on the basis of, or in reliance upon the website.

   3. To the maximum extent permitted by law, we exclude completely all liability to any person for loss or damage of any kind (however caused, including by negligence) arising from or relating in any way to the material and/or any use of the Website (Services).

   4. To the full extent permitted by law, we exclude all representations, warranties or terms (whether express or implied) other than those expressly set out in these Terms.

   5. You indemnify usIT Gems and its employees or officers from any and all liability, loss, claims, demands or expenses that are suffered or incurred by IT Gems in connection with:

5. any information you give us is not accurate, up to date or complete or is otherwise misleading;

6. any breach by you of the Privacy Legislation;

7. your breach of this agreement or any other misuse of the information services or the information we supply you; and

8. any claim or action against IT Gems that anything produced resulting from or in connection with the Services infringes the Intellectual Property Rights of any third party.

   6. Each indemnity in this agreement is a continuing obligation of the indemnifying party, whether or not legal proceedings are instituted, and survives the termination or expiry of this agreement.

   7. Each indemnity in this agreement is an additional, separate and independent obligation of the indemnifying party and no one indemnity limits the generality of any other indemnity

   8. These Terms are 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, we limit our liability in respect of any claim to, at our option:

9. in the case of goods: the

10. replacement of the goods or the supply of equivalent goods;

11. repair of the goods;

12. payment of the cost of replacing the goods or of acquiring equivalent goods; or

13. payment of having the goods repaired, and

2. in the case of Services: the

5. supply of the Services again; or

6. payment of the cost of having the Services supplied again.

   9. In this clause 4, references to "we" and "us" include our officers, employees, contractors and agents.

5. Dispute

   1. Except for disputes/disagreements arising under clause 5, if a dispute between the parties in relation to, or arising out of, this Agreement (“Dispute”) occurs, each party must not commence any court or arbitration proceedings relating to the Dispute unless it has complied with the provisions of this clause 5, except to seek urgent interlocutory relief.

   2. A party claiming that a Dispute has arisen must promptly notify the other parties in writing giving details of the Dispute.

   3. The parties must use reasonable endeavours to resolve any Dispute notified in accordance with clause 5.02.

   4. If the parties fail to resolve the Dispute within 30 days of a party receiving a notice in accordance with clause 5.02, any of the Parties may immediately refer the Dispute to the Australian Commercial Disputes Centre (“ACDC”) for mediation and the parties will use reasonable endeavours to resolve the Dispute following the ACDC Guidelines.

   5. Each party must bear its own costs in relation to complying with this clause 5, except for the costs and expenses of the mediation, which will be borne by the parties equally.

6. Termination

   1. These Terms terminate automatically if, for any reason, we cease to operate the Website.

   2. We may otherwise terminate these Terms immediately, on notice to you, if you have breached these Terms in any way.

 

7. General

   1. If any term of this agreement is invalid, unlawful and unenforceable, it will be read down or severed from this agreement to the extent necessary without affecting the validity or enforceability of the remaining provisions.

   2. The laws of New South Wales govern this agreement and both parties submit to the non-exclusive jurisdiction of the courts of that state.

   3. Each party must at its own expense do everything reasonably necessary to give full effect to this Agreement and the events contemplated by it.

   4. Where any legislation or a provision of any legislation has been referred to, it includes that legislation or provision as from time to time re-enacted or otherwise amended.

   5. No delay or failure to exercise a right under this agreement prevents the exercise of that or any other right on that or any other occasion.