Get Me Listed Terms & Conditions

1. Application and Interpretation 1.1 These Get Me Listed Services Terms & Conditions (“Agreement”) are between Searchwords Pty Ltd (ABN 94152187016) (“Searchwords”) and you for the provision of online directory listing services and related services described below. 1.2 You acknowledge that you have read, understood and agreed to these Get Me Listed Services Terms & Conditions, and agree to be bound by them. Your continued receipt or use of the Services indicates your agreement to these Get Me Listed Terms & Conditions, together with the Searchwords Master Services Terms & Conditions and our Privacy Policy. 1.3 In these Get Me Listed Terms & Conditions, all references to “Site” shall mean your website to be used for the purposes of this Agreement, the url of which is set out in your Application Form. 1.4 If there is any inconsistency between the provisions of these Get Me Listed Terms & Conditions and the Master Services Terms & Conditions, the latter will prevail to the extent of any inconsistency. 2. Services 2.1 Searchwords shall provide online directory listing services and related services, and perform its obligations, in accordance with your Application Form (“Services”) and you hereby consent and give Searchwords full authority in order to list and publish your relevant business details on any online directory Searchwords deems appropriate. 2.2 Searchwords shall provide the Services in accordance with your Application Form and this Agreement and any timeframes set out therein shall be estimates only and time for performance shall not be of the essence. 3. Customer responsibilities 3.1 You acknowledge that the ability of Searchwords to provide the Services is dependent upon your full and timely co-operation (which you agree to provide), and any other information and data provided by you or on your behalf. 3.2 Searchwords shall not be liable for any delays resulting from your failure to fulfil any of your obligations. Searchwords reserves the right to invoice you for any additional expenses reasonably incurred by Searchwords as a result of such delays. 3.3 You shall provide Searchwords with access to, and use of, all information, data and documentation reasonably required by Searchwords for its performance of its obligations. 3.4 You acknowledge that Searchwords may amend, add or delete information or materials on your Site, from time to time, in order to maximise the ability of Searchwords to provide the Services. 4. Charges and payment 4.1 The Charges payable for each Service, whether recurring or not, are set out in your Application Form. Searchwords shall issue invoices to you in respect of the Charges and frequency set out in your Application Form. 4.2 The Charges shall be payable in Australian dollars at the time of completing an Application Form and must be made by one of the methods outlined in the Application Form or invoices. All deposits or advanced payments are non-refundable. You remain committed to pay us for all Charges for Services for their full invoicing period, irrespective of whether: (a) this Agreement has been suspended or terminated during such invoicing period; or (b) such Services have been changed or cancelled during such invoicing period. 4.3 Unless otherwise stated, all Charges and other amounts payable are exclusive of GST. If GST becomes payable on any supply made or provided, on which GST is not payable at the date of this Agreement, you will pay Searchwords an additional amount equal to value of consideration for the supply multiplied by prevailing GST rate. 4.5 Searchwords may set off any amounts due and payable under this Agreement against amounts that may be payable by Searchwords to you. 4.6 Searchwords reserves right to charge interest on overdue amounts at annual rate of 2% over Reserve Bank of Australia base rate ruling on due date. 4.7 Searchwords may by notice suspend work and your use of and access to Services, until outstanding invoice(s) are paid in full. Charges shall continue to accrue during such period of suspension. Time for payment shall be of the essence. 4.8 Invoices may only be disputed by you by providing Searchwords written details of dispute within fourteen (14) days of the invoice date, failing which invoice shall be deemed to have been accepted by you. You shall remain liable to make payment of any undisputed portions of an invoice. 5. Variations and Cancellations 5.1 Searchwords may change this Agreement or the Services, by giving written notice (whether by email, fax or post to designated email address, fax number or postal address, notified by you as part of your registration process), or by otherwise updating these Get Me Listed Terms & Conditions by posting an update on our site and your continued use of the Services after the date of such change will constitute your acceptance of such update. 6. Warranties 6.1 Each of the parties warrants to the other that it has full power and authority to enter into and perform this Agreement. 6.2 Whilst Searchwords shall perform the Services with reasonable care and skill, it is unable to guarantee improved rankings in the major search engines as it does not control the algorithms of the search engines, nor is it able to guarantee the time it will take to achieve certain results. You acknowledge that Searchwords makes no warranty that the Services will generate any increase in sales, business activity, profits, clicks to your Site, exposure of your business or your keywords (including, but not limited to, the position your Site is placed on a search result page or the frequency and time of day that your Site is displayed), or any other form of improvement for your business or Site, or any other purpose. 6.3 Searchwords cannot control, and it shall not be responsible for, in any manner whatsoever, any reviews, ratings, commentary or materials published about your or your business, whether via Google Places or any third party websites or references. 6.4 This Agreement sets out the full extent of Searchwords’ obligations and liabilities in respect of the supply of Services. 7. Liability 7.1 Services shall be provided without any guarantees, conditions or warranties as to its accuracy, output, completeness, reliability, or suitability of Services and they are provided on an “as is where is” basis. Searchwords does not warrant that Services will be uninterrupted, error free or virus free or that the Services will meet your requirements (such as search engine optimisation, performance or reliability). Any timeframes are provided as guides or estimate only. 7.2 Notwithstanding anything else contained herein, you are solely responsible for the contents of your Site and Searchwords shall not be held liable or accountable for the contents of your Site (including without limitation in connection with infringement of intellectual property rights of any other party). Searchwords urges you to maintain backup versions of your Site’s content to guard against losses of any kind. 7.3 To extent permitted by law, Searchwords, its directors, partners and employees hereby expressly exclude: (a) all conditions, warranties and other terms which might otherwise be implied by statute, common law or equity; (b), any liability for loss of income or revenue; loss or interruption of business;

Get Me Listed Terms & Conditions
loss of uptime; loss of profits; loss of or damage to software; loss of anticipated savings; loss of data; loss of goodwill; loss of traffic; or any liability for any direct, indirect or consequential loss or damage incurred by you or any end user in connection with Services, or use of Services; and (c) any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable. 7.4 This does not affect liability of Searchwords which cannot be excluded or limited at law. Without limiting foregoing, parties acknowledge that laws in certain jurisdictions may imply warranties and conditions which cannot be excluded, restricted or modified except to a limited extent. If any such laws apply, then to extent permitted by law of relevant jurisdiction, and in Australia, to extent permitted by Competition and Consumer Act 2010 (Cth), Searchwords’ liability is limited to any one or more of the following (in its sole discretion): (a) in the case of any goods, replacement or repair of goods, or supply of equivalent goods, or payment of cost of repairing or replacing goods or supplying equivalent goods; (b) in case of services, supply of services again or payment of cost of having services supplied again. 7.5 Without limiting foregoing, you agree that in no event shall Searchwords’ maximum aggregate liability exceed AUD$10,000.00. 7.6 You shall indemnify Searchwords, its directors, partners and representatives from all actions, claims, damages, liabilities or costs (including legal costs) arising from, or directly or indirectly related to use of Services by you or anyone else, or otherwise arising as result of this Agreement. 8. Intellectual property rights and confidentiality 8.1 Searchwords retains intellectual property rights in all programming modules, code, computer programmes, material, tools, data, know-how, imagery, clipart, fonts, video, photography and anything else generated in course of providing (directly or indirectly) Services; and all intellectual property rights existing prior to commencement of such Services (“Searchwords IP”). 8.2 Searchwords licenses to you the right to access the Searchwords IP on a non-exclusive basis to such extent as is necessary to enable you to make reasonable use of the relevant Services for the duration of this Agreement. 8.3 You acknowledge that Services may include individual third party software or third party intellectual property rights (“Third Party IP”) and the licence in clause 8.2 and your rights to use Services is without prejudice to Third Party IP. Any rights to access Third Party IP shall be limited to extent of Searchwords’ right to access same and its ability to pass on such rights to you. 8.4 In relation to any data, content, information or material provided by you to us, you warrant that same will not infringe the rights of any third party nor contravene any law or industry code. 8.5 Save as required by law, you shall not disclose any confidential information relating to Searchwords or its affiliates obtained during or arising out of this Agreement, to anyone (except your employees on an as need basis). 9. Term and termination 9.1 This Agreement commences on date Searchwords commences providing the Service or such other date agreed by us in writing (“Commencement Date”) and terminates on date we complete the Services or as otherwise set out in your Application Form, unless the parties agree in writing to extend the term of this Agreement. 9.2 Searchwords may terminate or suspend this Agreement (without any liability): (a) at any time by giving you at least 14 days’ notice; (b) immediately on giving notice to you, if you breach, including failure to pay the Charges; or (c) you become insolvent within the meaning of Corporations Act, are otherwise unable to pay your debts when due or you cease to carry on business. 9.3 Should Searchwords elect to reinstate such suspended Service you shall be responsible for Searchwords’ standard re-activation charge. Termination of this Agreement shall not affect the continuation of the Master Services Terms & Conditions or any other individual Terms & Conditions relevant to other Services, then in force, which shall remain operational in all other respects. 9.4 On termination or expiration of this Agreement: (a) Searchwords shall invoice you for all amounts then due but unbilled; and (b) any amounts or deposits already paid by you shall not be refunded in any circumstances. 10. Force majeure 10.1 Neither party shall be responsible for any delay, suspension or failure arising out of any circumstances outside of their reasonable control, including but not limited to, acts of God, fire, earthquake, explosion, floods, internet interruption, computer virus, unavailability of the Site, servers, software, products or telecommunication failure. 10.2 This clause shall not relieve you of any obligations to make payment to Searchwords. 11. Non-Solicitation You shall not, during duration of this Agreement, and for a period of one (1) year thereafter, hire, engage, solicit, employ or contract the services of any of the employees or contractors of Searchwords or others involved in the provision of Services. 12. Notices 12.1 All notices given by Searchwords may be given by email to the address notified by you to Searchwords as part of your registration process. It is your obligation to keep that email address current and correct. You agree that record of Searchwords having sent a notice to you by email is, of itself, conclusive proof of receipt. 12.2 Notices given by you must be delivered to Searchwords in writing and addressed to: 47-53 Capel St, West Melbourne, Vic 3003 (with copy by email to info@searchwords.com.au). 13. Entire agreement 13.1 This Agreement, and documents referred to herein, contains entire understanding between parties as to its subject matter and supersedes and excludes all prior and other discussions, specifications, representations and arrangements relating to Services including, but not limited to, those relating to performance or results that ought be expected from the Services. Any representations (oral or written) given by, or on behalf of, Searchwords shall not be relied upon. 13.2 Notwithstanding, you shall also be bound by policies or guidelines of Google, Yahoo! or Searchwords, including, without limitation, the Privacy Policy of Searchwords, as updated from time to time (as the context permits). You acknowledge that Searchwords has no connection, affiliation, sponsorship or endorsement with Google and nothing shall be construed in this manner at any time. 14. Governing law and jurisdiction This Agreement and any dispute or claim arising out of or in connection with same shall be governed by and construed in accordance with the laws of Victoria, Australia and parties submit to the exclusive jurisdiction of that State.