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The TDTS Lifestyle Network Membership Agreement |
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printer friendly version BC Biogenics Pty Ltd The TDTS Lifestyle Network Membership Agreement Last revised and published on 24th March, 2011 OVERVIEW This document is a Membership Agreement ("Agreement"). The following describes the terms and conditions that govern your (or "you") rights to Membership (as described and defined under section 1) and, as such, your use of and access to all Products and Services made available in any way, shape or form by BC Biogenics Pty Ltd ("BCB" or "we" or "our" or "ours") where Membership is a requirement. The terms and conditions outlined in this Agreement also govern all Products and Services offered by BCB where Membership is a prerequisite as stated either directly in this document or indirectly by reference. This document can be reviewed or downloaded by going to http://www.bcbiogenics.com/membership-agreement.htm ("Location"). 1. MEMBERSHIP 1.1 Definition. For the purposes of this Agreement, the term "Membership" shall refer to the eligibility to be part of (or, in other words, become a "Member" of) a private community of persons entitled as "The TDTS Lifestyle Network". The TDTS Lifestyle Network shall be maintained and governed by BCB in its sole and absolute discretion. 1.2 Entitlements. Except as stated under section 4 or in any individual product or service description made available by BCB, a current and valid Membership shall entitle a Member to gain free access to and use of Products and Services made available by BCB (no matter in which way, shape or form and regardless of by which means supplied) where Membership is a prerequisite of such. The aforementioned access to and use of Products and Services made available by BCB shall hence forth be referred to as "Membership Entitlements". 1.3 Approval. You acknowledge and agree that BCB may accept or reject, in its sole and absolute discretion, any request for Membership made by you. The access to and use of any and all Products and Services made available by BCB requiring Membership as a prerequisite is subject to the prior approval and current valid status of your Membership. 1.4 User ID and Password. A User ID and Password is required in order to access and use some Products and Services made available by BCB. As such, you will be required to choose a User ID and Password wherever it is the first time that you request access to or use of any product or service where Membership is a prerequisite. Except where otherwise specified in the description of any product or service made available by BCB, your chosen User ID and Password shall be incorporated into all Products and Services where a User ID and Password are required. As such, you must always use the same User ID and Password to access and use all Products and Services where Membership is a prerequisite. More than 1 (one) User ID is strictly prohibited. BCB has the right to suspend or terminate your Membership and to refuse any and all current or future use of any and all of our Products and Services if we believe, in our sole and absolute discretion, that you have more than 1 (one) current and valid User ID. 2. ACCEPTANCE YOU MUST READ, UNDERSTAND, AGREE WITH AND ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS MEMBERSHIP AGREEMENT BEFORE YOU MAY BE ALLOWED TO GAIN ACCESS TO AND USE ANY PRODUCTS AND SERVICES OFFERED (VIA ANY MEANS) BY BCB WHERE MEMBERSHIP IS A PREREQUISITE. BY CLICKING ON THE APPLICABLE CHECK BOX THUS APPLYING A "TICK" SYMBOL AND/OR BY MAKING USE OF ANY OF YOUR MEMBERSHIP ENTITLEMENTS YOU AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY AND TO COMPLY WITH, ALL TERMS AND CONDITIONS OUTLINED IN THIS MEMBERSHIP AGREEMENT AND ANY OTHER POSTED POLICIES, AGREEMENTS, INFORMATION PAGES, GUIDELINES, RULES AND OTHER GENERAL LITERATURE APPLICABLE TO ANY INDIVIDUAL BCB PRODUCT OR SERVICE (INCLUDING ANY AMENDMENTS THAT COME INTO AFFECT) YOU USE OR GAIN ACCESS TO IN RELATION TO YOUR MEMBERSHIP. ALL SUCH POLICIES, AGREEMENTS, INFORMATION PAGES, GUIDELINES, RULES AND OTHER GENERAL LITERATURE ARE HEREBY INCORPORATED BY REFERENCE INTO THIS MEMBERSHIP AGREEMENT. BY CLICKING ON THE APPLICABLE CHECK BOX THUS APPLYING A "TICK" SYMBOL AND/OR MAKING USE OF ANY MEMBERSHIP ENTITLEMENTS YOU ALSO ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AGREED WITH AND ACCEPTED THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS SET FORTH HEREIN, DO NOT CLICK ON THE APPLICABLE CHECK BOX APPLYING A "TICK" SYMBOL OR MAKE USE OF ANY MEMBERSHIP ENTITLEMENTS. 3. ELIGIBILITY 3.1 Regulation. Membership and all BCB Products and Services are available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, Membership and all BCB Products and Services are not available to persons under 18 years of age or to temporarily or indefinitely suspended Membership accounts. If you do not qualify, please do not apply for Membership or purchase or use our Products and Services. Further, your Membership account, your individual Products and Services accounts and all details relating to these accounts may not be transferred or sold to another party. 3.2 Product or Service Prerequisites. Certain Products and Services offered by BCB require that specific prerequisites be met before they can be purchased and/or accessed and/or used. Such prerequisites will be outlined in the description of any relevant product or service. 3.3 Approval. You acknowledge and agree that BCB may accept or reject, in its sole and absolute discretion, any purchase order and/or request for access (such as, but not limited to, in relation to non-fee paying Products and Services) made by you for any Products and Services made available by BCB. 4. FEES A fee or fees may be payable to gain the access to and use of certain Products and Services made available by BCB. The fee or fees applicable to any given Products and Services will be set out in the description of such. We may, in our sole and absolute discretion, change some or all of our Products and Services, websites and web pages at any time. In the event we introduce a new product or service, the fee or fees for that product or service are effective as of the launch of the product or service. Unless otherwise stated, all fees are quoted in United States of America Dollars (USD). You are responsible for paying all fees associated with using our Products and Services and all applicable taxes (including any goods and services or value added taxes, which will be added to amounts billed to you). 5. REGISTRATION DATA Your application for Membership as well as certain Products and Services provided by BCB will require you to provide and register certain data ("Your Information"). In consideration of Membership approval and the use of our Products and Services, in providing and registering Your Information, you represent and warrant that: a. the information about you is true, accurate, current, and complete (apart from optional items) as required by designated registration forms ("Registration Data"); and b. you will maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Furthermore, if you provide any information that is untrue, inaccurate, not current or incomplete, or BCB has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, BCB has the right to suspend or terminate your Membership account and refuse any and all current or future use of your Membership Entitlements. All registrations become the exclusive property of BCB. BCB reserves the right to use and reuse all registration and other personally identifiable user information subject to our Privacy Policy. 6. YOUR INFORMATION 6.1 Supply. Your Information must not: a. be false, inaccurate or misleading; b. be fraudulent; c. infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; d. violate any applicable law, statute, ordinance or regulation; e. be defamatory, trade libellous, unlawfully threatening or unlawfully harassing; f. 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; g. contain any content that may be considered to be prohibited or potentially prohibited content for the purposes of the Australian Broadcasting Services Act 1992 (Cth) or other similar governing law applicable to you; h. 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; and i. create liability for us or cause us to lose (in whole or in part) the services of our ISPs (Internet Service Providers) or other suppliers. 6.2 License. Solely to enable BCB 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. BCB will only use Your Information in accordance with our Privacy Policy. 7. USER ID AND PASSWORD As part of the registration process, you will select a User ID and Password. If your access is set up by us you must immediately change (as applicable) the generic User ID and/or Password used for that purpose. You must take care to keep your User ID and Password confidential. You must not disclose your User ID and/or Password to anyone and you must take care where you write down your User ID and Password on paper or where you store your User ID and Password electronically. You could be liable to pay compensation if an unauthorised person gains access to BCB's fee payable Products and Services as a result of your failure to keep your User ID and Password confidential. 8. PRIVACY 8.1 Privacy Policy. BCB has a Privacy Policy which applies to all Membership accounts and is incorporated into this Agreement by reference. Our current Privacy Policy is available at http://www.bcbiogenics.com/privacy-policy.htm. You must read and accept our Privacy Policy upon registration in order to access and use any and all Products and Services made available by us, and you will continue to be bound by its provisions (and any amendments to our Privacy Policy that come into affect) while your Membership is current and valid. 8.2 Exclusions. If you submit any business information, idea, concept or invention to BCB via any of its owned or operated websites or via any other means (such as, but not limited to, postal mail, telephone or facsimile) you automatically grant or warrant that the owner of such content or intellectual property has expressly granted BCB a royalty-free, perpetual, irrevocable, world-wide nonexclusive licence to use, reproduce, create derivative works from, modify publish, edit, translate, distribute, perform and display the communication or content in any media or medium, or any form, format or forum now known or hereafter developed. BCB may sublicense its rights through multiple tiers of sublicenses. If you wish to keep any business information, ideas, concepts or inventions private or proprietary do not submit them to BCB without first conducting the relevant legal requirements to restrict its use. 10. MEMBERSHIP RENEWALS 10.1 Membership shall, except as stated under section 10.2, operate for the "natural lifetime" of a Member or until such time as BCB, in its sole and absolute discretion and without notice or cause, decides to no longer provide any or all relevant BCB Website Products and Services. BCB may, in its sole and absolute discretion and without notice or cause, also discontinue the provision of any or all BCB Website Products and Services based on specific geographical locations of its sole and absolute choosing. 10.2. In order to maintain an accurate database of current Members, BCB may, in its sole and absolute discretion, revoke and remove from its Membership database any Member who has not logged in to any Membership account or associated product or service account within any 2 (two) year period or more. In our sole and absolute discretion, we may notify you that we will be revoking your Membership and removing your details form our database and give you the opportunity to continue your Membership. Notification will be provided via email only and will state the relevant date until which you have and/or time period in which you have to accept or decline your continued Membership. Failure to appropriately respond by the stated date and/or within the stated time period will result in termination of your Membership. 11. AFFILIATE PROGRAM The registering with any Affiliate Program ("AP") of ours is usually included in the general registering with or the purchase order of or the access request of the Products and Services related to such. Except as stated under section 10.2, the non-use of any AP relating to any of our Products and Services will not affect your Membership in any way, shape or form. In order for you to register under and be able to utilise any AP of ours you must read, understand and accept the relevant Affiliate Program Agreement upon registration, and you will continue to be bound by its provisions (and any amendments we make to the Affiliate Program Agreement that come into affect) while you are registered as an affiliate. BCB has an Affiliate Program Agreement for which applies to each of the AP's and they are incorporated into this Agreement by reference. Your automatic participation in any included registering of any AP will act as your acknowledgment that you have read, understood and accepted our Affiliate Program Agreement and you will continue to be bound by its provisions (and any amendments we make to the Affiliate Program Agreement) while you are participating in the AP. 12. COPYRIGHT All content, including that of which is either or both literary or artistic in nature, provided via any Products and Services made available by BCB is subject to full Australian and International copyright law. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Your Information) from any of our owned and operated websites without the prior express written permission of BCB or the appropriate third party authorised to grant such permission. 13. NOTICE This document may be amended at any time in our discretion by publishing the amended terms and conditions at the specified Location. All subscribers accept, without recourse, that it is their individual responsibility to maintain understanding, familiarity and compliance with this Agreement in its entirety, by keeping themselves up to date with changes to this Agreement as they are published at the specified Location. Except as stated below, all amended terms and conditions shall, according to whichever occurs first, automatically be effective twenty-eight (28) days after they are initially published at the specified Location or as of the next time you log in to any product or service account as per your Membership Entitlements. Unless your Membership account is terminated before either of these occurrences, your continued use of your Membership Entitlements will infer that you are in agreement with all amended terms and conditions. This Agreement may not be otherwise amended except in writing signed by you and BCB. This Agreement is effective on the earlier of your registration date or 24th March, 2011 for new registering users. 14. BREACH Without limiting other remedies available to BCB at law, in equity or under this Agreement, we may, in our sole and absolute discretion, immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your Membership account (including your access to and use of purchased Membership Entitlements) and refuse to provide further Membership Entitlements to you if: a. you breach this Agreement, the Privacy Policy, the Affiliate Program Agreement or the policies, agreements, information pages, guidelines, rules or other general literature (and including any amendments that come in to affect) applicable to any individual BCB product or service those documents incorporate by reference; b. we are unable to verify or authenticate any information you provide to us; or c. we believe that your actions may cause legal liability for you, our Membership account holders, our affiliates, our partners, any other related third parties or us directly. 15. FRAUD Without limiting any other remedies available to BCB at law, in equity or under this Agreement, BCB may, in its sole and absolute discretion, suspend or terminate your Membership account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise in our sole and absolute discretion) have engaged in fraudulent activity in connection with our Membership community or any of our Products and Services. 16. NO WARRANTY 16.1 WE AND OUR SUPPLIERS PROVIDE OUR WEBSITES AND RELATED PRODUCTS AND SERVICES ON AN ‘AS IS' BASIS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FURTHERMORE WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO OUR PRODUCTS AND SERVICES AND OPERATION OF OUR WEBSITES MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OUR CONTROL. 16.2 TO THE FULLEST EXTENT PERMITTED BY LAW, BCB DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED VIA THE MEMBERSHIP ENTITLEMENTS OR RECEIVED THROUGH ANY LINKS PROVIDED VIA THE MEMBERSHIP ENTITLEMENTS, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH THE MEMBERSHIP ENTITLEMENTS OR THROUGH ANY LINKS PROVIDED VIA THE MEMBERSHIP ENTITLEMENTS. BCB SIMILARLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY WARRANTIES FOR ANY AND ALL INFORMATION OR ADVICE OBTAINED THROUGH THE MEMBERSHIP ENTITLEMENTS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT BCB DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF INFORMATION OR MATERIAL IN THE MEMBERSHIP ENTITLEMENTS. BCB DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERING, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL. 16.3 BCB DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH THE MEMBERSHIP ENTITLEMENTS, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. BCB MAKES NO WARRANTY REGARDING THE RELIABILITY OR ACCESSIBILITY OF MEMBERSHIP ENTITLEMENTS OR ANY STORAGE FACILITIES OFFERED BY BCB. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MEMBERSHIP ENTITLEMENTS IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL. 16.4 To the extent that BCB and all affiliates and other related entities of BCB are able to limit the remedies available under this Agreement, and subject to section 17 (LIABILITY LIMIT) of this Agreement, BCB and all affiliates and other related entities of BCB 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 BCB's sole and absolute discretion): a. in the case of goods, any one or more of the following: i. the replacement of the goods or the supply of equivalent goods; ii. the repair of the goods; iii. the payment of the cost of replacing the goods or of acquiring equivalent goods; or iv. the payment of the cost of having the goods repaired; and b. in the case of services: i. the supply of the services again; or ii. the payment of the cost of having the services supplied again. 17. LIABILITY LIMIT 17.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL BCB, ITS AFFILIATES OR OTHER RELATED ENTITIES BE LIABLE TO ANY MEMBER ON ACCOUNT OF THAT MEMBER'S USE OR MISUSE OF AND RELIANCE ON THE MEMBERSHIP ENTITLEMENTS. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF BCB, ITS AFFILIATES OR OTHER RELATED ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE MEMBERSHIP ENTITLEMENTS, FROM INABILITY TO USE THE MEMBERSHIP ENTITLEMENTS, OR FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE MEMBERSHIP ENTITLEMENTS (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED VIA THE MEMBERSHIP ENTITLEMENTS OR RECEIVED THROUGH ANY LINKS PROVIDED VIA THE MEMBERSHIP ENTITLEMENTS, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED VIA THE MEMBERSHIP ENTITLEMENTS OR RECEIVED THROUGH ANY LINKS PROVIDED VIA THE MEMBERSHIP ENTITLEMENTS. SUCH LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE MEMBERSHIP ENTITLEMENTS OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, BCB. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUCH LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. SUCH LIMITATION OF LIABILITY SHALL ALSO APPLY TO ANY DAMAGE CAUSED BY LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP OR ALTERATION OF MEMBER WEB PAGES OR OTHER CONTENT STORED THROUGHOUT BCB'S MEMBERSHIP ENTITLEMENTS. 17.2 UNDER NO CIRCUMSTANCES SHALL BCB, ITS AFFILIATES OR OTHER RELATED ENTITIES BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT OR AIR CONDITIONING, OR BY THIS AGREEMENT. 18. 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 POLICIES, AGREEMENTS, INFORMATION PAGES, GUIDELINES, RULES AND OTHER GENERAL LITERATURE IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY. 19. LEGAL COMPLIANCE You shall comply with all applicable domestic (including common law) and international laws, statutes, ordinances and regulations regarding your use of your Membership Entitlements. Specifically, you must ensure that your activities and Your Information you post via your Membership Entitlements do not violate any Australian laws, such as the Broadcasting Services Act 1992 (Cth), the Trade Practices Act 1974 (Cth) and any other relevant state-based fair trading legislation or other similar governing laws applicable to you. You alone, and not BCB, are responsible for confirming that your activities are lawful. You must ensure that you comply with all applicable laws. You must also ensure that you comply with the clauses of this Agreement and the Privacy Policy and all other policies, agreements, information pages, guidelines, rules and other general literature incorporated by reference in those documents (including any amendments that come into affect). 20. NO AGENCY You and BCB are independent contractors, and no agency, partnership, joint venture, employee-employer, sales representative or franchiser-franchisee relationship is intended or created by this Agreement. 21. COMMUNICATIONS Except as explicitly stated otherwise, any communications shall be given by ordinary post (or if posted to or from a place outside Australia, by airmail) or by facsimile transmission to BC Biogenics Pty Ltd, Po Box 37, Banksia, NSW 2216 Australia, Facsimile: +61 2 8509 5339 (in the case of BCB) or to the email address you provide to BCB during the registration process (in your case). Alternatively, we may give you notice by registered or certified ordinary post, registered or certified airmail, postage prepaid and return receipt requested, to the address provided to BCB during the registration process (where applicable), 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 (3) 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 Sydney, New South Wales, other than a Saturday, Sunday or public holiday. 22. ARBITRATION Any controversy or claim arising out of or in connection with this agreement may at our sole and absolute 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. 23. PUBLIC ANNOUNCEMENT You may not mention BCB or any Membership Entitlements in a press release or other public statement unless you have received prior written approval from BCB. 24. GENERAL THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF NEW SOUTH WALES, AUSTRALIA. ALL MEMBERS IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF NEW SOUTH WALES, 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, INFORMATION PAGES, GUIDELINES, RULES AND OTHER GENERAL LITERATURE APPLICABLE TO ANY MEMBERSHIP ENTITLEMENTS MAY BE AUTOMATICALLY ASSIGNED BY BCB, IN OUR SOLE AND ABSOLUTE 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 OR THIS AGREEMENT. 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 4 (FEES) WITH RESPECT TO FEES OWED FOR OUR PRODUCTS AND SERVICES, 17 (LIABILITY LIMIT), 18 (INDEMNITY), 22 (ARBITRATION) AND 23 (PUBLIC ANNOUNCEMENT) SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT. 25. ENTIRE AGREEMENT This Membership Agreement represents the complete agreement and understanding between the parties, and supersedes any other oral, written or otherwise implied communications or understandings between the parties regarding the subject matter hereof. No amendment or modification to this Agreement will be binding upon BCB unless agreed to by an authorized representative of BCB. printer friendly version |
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