INTEGRATED DATA LABS (IDL) WEB HOSTING AGREEMENT

DICTIONARY

Words used in this agreement have the meanings set out below.  These words can be identified in this document because they commence with a capital letter.

"Charges" means the Charges set out by us for the Hosting Plan you have selected;

"Commencement Date" means the date of acceptance of your registration by us;

"Confidential Information" means information belonging or relating to a party which is marked confidential or which the other party knows or could reasonably be expected to know may be confidential including without limitation, information relating to the design and operation of our Hosting Services, the personnel policies or business strategies of the party and the terms upon which the Hosting Services are provided;

"Content" means all forms of material including, without limitation, text, pictures, animation, data, logos, designs, graphics, video and sound recording, separately or combined and may include software;

 "Hosting Services" means the services provided by us to you pursuant to this agreement in accordance with the Hosting Plan referred to or described at http://www.idl.com.au ;

"Intellectual Property Rights" means copyright, trademark, design, patent, semiconductor or circuit layout rights relevant to, among other things, the textual, graphical, audio and other Content displayed on the Web Site, the user interface of the Web Site including but not limited to screens, organisation, patents and operation or control features and all software directly or indirectly associated with the Web Site.

"Party" means either Integrated Data Labs Pty Ltd or you as the context dictates;

"User" means a person other than the Parties who seeks access over the Internet;

1                     This Agreement

1.1               Integrated Data Labs Pty Ltd (referred to in this agreement as ?IDL?, ?IDL Internet?, "us", "we" or "our") is an Internet Service Provider providing access to the Internet. You wish us to provide computer space for the hosting of your web site (the "Web Site") described in the Hosting Plan.

1.2               This agreement commences upon the Commencement Date and continues for an initial term of one (1) year.  After the initial term has expired, the agreement may be terminated by either party by giving the other party 30 days written notice.  We may increase the Charges after the initial term.

2                     Hosting Services

2.1               We will provide the Hosting Services as specified in the Hosting Plan that you have selected. If requested by you under your selected Hosting Plan, we will install your Web Site on our computer facilities.

2.2               We do not warrant that you or other Users will have continuous access to the Web Site.  We will not be liable in the event the Web Site is unavailable for any reason, including computer downtime attributable to malfunction, upgrades or preventative or remedial maintenance activities.

2.3               The Hosting Services do not include maintenance of the Web Site.  In particular, we accept no responsibility for any deficiency or inaccuracy in the Web Site attributable to a lack of maintenance.

2.4               The Hosting Services do not include support for web design, programming or search engines. 

3                     Your Obligations

3.1               You represent and acknowledge to us that you are over the age of 18 years and that upon our request you will provide to us documentary evidence of your age.  If you are not over the age of 18 years, you will provide to us documentary evidence that you have the consent of a parent, teacher or other responsible adult to apply for the provision of the Hosting Services.

3.2               You are responsible for the design, development, modification, Content and maintenance of the Web Site.

3.3               You warrant that the Content and the Web Site:

(a)                 will not infringe the Intellectual Property Rights of any third person or entity;

(b)                 is and will not, in our reasonable opinion, be or be likely to be, obscene, offensive, illegal or defamatory;

(c)                 does not breach any codes, standards or requirements of any relevant authority or body, including (but not limited) to the Internet Industry Association Code of Practice or any other relevant industry codes of practice; and

(d)                 does not comprise and cannot be used for any purpose or activity of an illegal, fraudulent or defamatory nature.

3.4               You will obtain advice as to whether the Content on the Web Site is in contravention of any State, Territory, Commonwealth or other laws including whether it breaches any codes, standards or requirements of any relevant authority or body, including (but not limited) to the Internet Industry Association Code of Practice or any other relevant industry codes of practice.

3.5               Should any complaints about Content on the Web Site arise, we will forward the complaints to you for resolution.  You will not refer any enquiries or complaints about the Web Site?s Content to us.

3.6               You will and do hereby indemnify us, against any loss, costs, expenses, demands or liability, whether direct or indirect arising out of a claim by a third party in relation to the Web Site, its Content, this agreement or the Hosting Services.

3.7               You will use the Web Site only for your own purposes and will not sub-let space to or for any other individual or entity except as set out in the Schedule or with our prior written consent.

3.8               Under direction of a relevant authority, such as the Australian Broadcasting Authority, we may be required by law to remove Content from your Web Site. Where possible we will inform you of such an event which will be a breach by you of this agreement and, if applicable, an offence under law, and further, a repeat occurrence will result in the immediate termination of this agreement.

3.9               You are strongly encouraged to use a relevant labelling system.  If the Content is unsuitable for person under the age of 18, you are required to install an age verification process.  Content classification information can be found at the Australian Classification web site at http://www.classification.gov.au. Guidelines on Content regulation legislation can be found at http://www.iia.net.au

3.10               Not to interfere with the operations of other websites hosted by IDL. In particular, not to attempt to hack, modify or gain access to servers or information that is not your property. Should you accidentally gain access to material or services not paid for or that you believe you should not have access to; inform IDL immediately. 

3.11               Agree to and abide by our acceptable use policy found on IDL's website. In Particular but not limiting to sections 4,5 and 6.

4                     Charges

4.1               You will pay all the Charges at the rate and in the manner specified by the Hosting Plan selected by you.

4.2               If you dispute the whole or any portion of the amount claimed in any invoice submitted by us, you will (within seven (7) days of your receipt of the invoice) pay the undisputed portion of such invoice and notify us in writing of the reason for disputing the remainder of the invoiced Charges.

4.3               If it is resolved that some or all of the amount in dispute ought properly to have been paid at the time of the original invoice, then you must pay the amount finally resolved together with interest at the rate of 15% per annum calculated daily.

4.4               You will be liable for any new taxes, duties or charges imposed after the commencement of this agreement and if at any time this agreement is or becomes subject to a Goods and Services Tax (GST) liability payable by us, the Charges payable under this agreement will be increased by an amount equal to the amount of the GST payable by us.

5                     Our Liability

5.1               You warrant that you have not relied on any representation by us which is not expressly contained in this agreement and that you have had adequate opportunity to independently verify the accuracy of any such representation.

5.2               Despite any other term in this agreement and except as prevented by law, we will not be liable to you or any third party for any loss (including consequential loss) arising from any breach of our obligations, duties of care, statutory duties or implied warranties in connection with any services provided by us to you and to the extent any law implies any duties or warranties that may not be excluded our liability will be limited, at our option, to either supplying the services again or paying the cost of having the services supplied again.

5.3               You will at all times indemnify and hold harmless us, our officers, employees and agents from and against any loss (including reasonable legal costs and expenses) caused by:

(a)                 a breach by you of your obligations under this agreement; or

(b)                 any wilful, unlawful or negligent act or omission by you.

6                     Terminating this Agreement

6.1               We may terminate this agreement immediately by notice in writing if:

(a)                you are in breach of any term of this agreement and you do not remedy this breach within thirty (30) days of being notified by us;

(b)                you become or we consider you may be insolvent or you become subject to any form of bankruptcy or external administration;

6.2               Either party may after expiration of the initial term terminate this agreement by 30 days notice in writing to the other party;

6.3               Should this agreement be terminated by either party, we may:

(a)                repossess any of our property in your possession or control;

(b)                charge a reasonable sum for the Hosting Services or work performed that has not been previously charged;

(c)                be regarded as discharged from any further obligations under this agreement;

(d)                pursue any additional or alternative remedies provided by law;

(e)                refund money previously paid by you under this agreement for Hosting Services not provided to you, after retaining a reasonable amount in respect of any Hosting Services or work carried out by us;  and

(f)                  immediately upon giving notice remove any or all of your Content.

7                     Circumstances Beyond Control

7.1               A party is excused from performing its obligations under this agreement, to the extent that it is prevented by circumstances beyond its reasonable control including but not limited to, such things as, acts of God, natural disasters, acts of war, riots, earthquakes, lightning strikes, floods, storms, explosions, fires, any natural disaster, act of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage, revolution, strikes and failure of equipment or systems.

7.2               When these circumstances arise, the effected party will give notice of them to the other party as soon as possible, identifying the effect they will have on its performance, and will make all reasonable efforts to minimise the effects.

7.3               If the non-performance or diminished performance by the affected party continues for a period which the other party regards as commercially unreasonable, the other party may terminate the agreement.  If the agreement is terminated in these circumstances, each party will bear its own costs and neither party will incur further liability to the other.

8                     Confidentiality

8.1               Neither you nor we, without prior written approval of the other, will disclose the other's Confidential Information.

8.2               Each of us will take all reasonable steps to ensure that our employees and agents, and any sub-contractors engaged for the purpose of this agreement, do not make public or disclose the other's Confidential Information.

9                     Notice

9.1               Where this agreement refers to a party giving notice, that means written notice (including electronic communications) delivered by hand, facsimile or electronic mail.

9.2               Any notice sent by post is deemed to be received by the party to whom it is addressed on the day which it would have been delivered in the normal course of post.

9.3               Any notice sent by electronic communication is deemed to by received by the receiving party at the time the electronic communication enters the receiving party's information system.

10                     General

10.1           This agreement constitutes the sole and entire agreement between the parties with regard to its subject matter and any warranty, representation, guarantee or other term or condition of any nature not expressly contained or recorded in this agreement is of no force or effect.

10.2           Any provision, or the application of any provision herein, which is void, illegal, prohibited or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

10.3           This agreement is governed by the Law of New South Wales.  The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and any court hearing appeals from those courts.

 IDL Internet - Updated 10/07/2013



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