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Terms of Use

Effective Date: 21 September 2006

If you wish to buy or sell products or services via this Website, you must agree to the terms below as the exclusive basis which governs such transactions. If you do not agree to any of the terms, do not use this Website.

This Website provides an on-line forum for buying and selling. The items or services offered are supplied by third parties not Australia Wholesalers.

THIS AGREEMENT is made between Australia Wholesalers and you ("the User").



1. DEFINITIONS

In this Agreement, the following terms shall have the following meanings:-

"Affiliate" - an entity which markets the Website to potential users.

"Buyer" - an entity which buys from a Seller.

"Commission" - A certain percentage value of each paid Subscription as a direct result of an Affiliate marketing the Website.

"Effective Date" - the date on which this set of terms and conditions entered effect.

"Intellectual Property Rights" - all copyrights, patents, registered and unregistered design rights, database rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world.

"Material" - the item or service which the Seller is offering to sell or information relating thereto. Where the Material is a service the provisions of this Agreement which relate only to products shall be read as inapplicable but this shall be without prejudice to the application of such provision to information on the Website relating to such service.

"Registration Details" - the details which a Buyer or Seller must provide on registering for the Website including physical address, email address, age, bank account and credit, debit or charge card details.

"Sale" - a sale effected as a direct or indirect result of marketing through the Website.

"Seller" - an entity which makes a Sale.

"Service" - the provision of the Website as a forum for Sales.

"Subscription" - membership of the Website.

"Unacceptable" - Material which under the laws of any jurisdiction from which the Website may be accessed may be considered either:-
a. illegal, illicit, indecent, obscene, racist, offensive, pornographic, insulting, false, unreliable, misleading, alleged to be or actually defamatory or in infringement of third party rights (of whatever nature and including, without limitation, any Intellectual Property Rights);

b. in breach of any applicable regulations, standards or codes of practice (notwithstanding that compliance may not be compulsory);

c. to contravene legislation, including without limitation, that relating to weapons, animals or alcohol;

d. might harm Imzee Consulting FZC's reputation.

"User" - either a Buyer, a Seller or an Affiliate.

"Website" - Australia Wholesalers website located at http://www.australiawholesalers.com

"Imzee Consulting FZC" - Imzee Consulting FZC which is the owner of the Website and whose registered office is located at EOC 309, Building 1, Ajman Free Zone. 13880. Ajman. UAE. Fax number: +1 512 857 1475

"Australia Wholesalers" - The title of the Website, which, from time to time, may be used to represent Imzee Consulting FZC in the agreement.


2. SELLER TERMS

2.1 The Seller recognises and accepts that it bears sole responsibility for the content of all Material and all information posted on the Website relating to the Material as provided by the Seller to Australia Wholesalers and the Seller hereby indemnifies Australia Wholesalers and the Buyer in the event that the Material is Unacceptable.

2.2 Australia Wholesalers shall retain the right at all times to refuse to provide the Service or any part thereof, including without limitation, posting any Unacceptable Material (where the Seller requests its posting) and to remove any Unacceptable Material from the Website.

2.3 Posting of Material by Australia Wholesalers on the Website shall not under any circumstances constitute a waiver of any of its rights in relation to such Material or of any breach of the Seller's obligations under this Agreement.

2.4 The Seller warrants, represents and undertakes in relation to all Material (including, for the purposes of this Clause 2.4, any Material which it requests Australia Wholesalers to post on the Website) that no such Material shall be Unacceptable and that the Seller has obtained full and effective licence(s) from all relevant third parties allowing the Seller to use and supply relevant Material and to permit its dissemination worldwide, that it can convey good title in such Material to the Buyer and the Seller hereby indemnifies Australia Wholesalers in respect of any breach of this clause.

2.5 The Seller warrants that the information and statements submitted by the Seller in relation to any Material will be accurate, relate only to the Material, and not to any other matter, and will not include links to other websites and will be categorised by the Seller within any appropriate categories on the Website.

2.7 The Seller undertakes fully to virus-check all data supplied to Australia Wholesalers pursuant to this Agreement.

2.8 The Seller undertakes not to embark on any course of action, whether by use of the Website or any other means, which may cause a disproportionate level of Website activity without providing at least seven days prior notice in writing to Australia Wholesalers

2.9 Where the Seller makes or gives warranties, representations or undertakings to Australia Wholesalers under the terms of this Agreement, those warranties, representations or undertakings are also made for the benefit of the Buyer who shall be entitled to rely on them.

2.10 The parties agree that the Seller is the sole author, editor or publisher of the Material offered by the Seller through the Website and all information relating thereto published on the Website.


3. BUYER TERMS

3.1 All Material is produced or supplied by third parties not by Australia Wholesalers. Accordingly Australia Wholesalers shall not have any responsibility/liability for such Material.

3.2 All conditions and warranties whether express or implied, statutory or otherwise, which relate to the condition or fitness for any purpose of the Material or any part thereof or to the care or skill with which the Material or any part thereof has or should have been (or, as the case may be, will or ought to be) prepared are hereby expressly excluded.

3.3 The Buyer obtains no Intellectual Property Rights in the Material it purchases.


4. TERMS WHICH APPLY TO ALL USERS

4.1 In registering for this Website, the User must provide accurate Registration details which the User must update after any changes (except age) before using the Website for further transactions.

4.2 The User hereby warrants to Australia Wholesalers that it is at least eighteen years of age and legally able to enter into contracts.

4.3 Australia Wholesalers reserves the discretion to withdraw any Material from the Website without prior notice and to refuse any requests for Material made by potential Buyers.

4.4 The User's Registration Details and data relating to its use of the Website will be recorded by Australia Wholesalers but this information shall not be disclosed to third parties (otherwise than on an aggregated, anonymous basis) nor used for any purpose unrelated to the Website.

4.5 Australia Wholesalers may send a small file to the User's computer when it visits the Website. This "cookie" will enable Australia Wholesalers to identify the User's computer, track its behaviour on the Website and to identify the User's particular areas of interest so as to enhance the User's future visits to the Website. The cookie will not enable Australia Wholesalers to identify the User and Australia Wholesalers shall not use it otherwise than in relation to this Website. The User can set its computer browser to reject cookies but this may preclude use of certain parts of this Website.

4.6 The User hereby authorises Australia Wholesalers to use any information which it submits to this Website, inform the User of special offers and for other marketing and related purposes. Australia Wholesalers will not use User data for any other purposes than as set out in this Agreement except that Australia Wholesalers may disclose this data if compelled to do so by law, or at the request of a law enforcement agency or governmental authority.

4.7 If the User does not wish Australia Wholesalers to use its information as set out in Clauses 4.3 and 4.4 above, it should leave the Website before submitting its personal details.

4.8 If the User does not want Australia Wholesalers to use its email address to send information concerning the Website and related matters, the User should send a message to the Website via the contact page and insert "unsubscribe" as the subject heading.

4.9 Australia Wholesalers has appropriate security procedures in place to protect the User's personal information.

4.10 Australia Wholesalers reserves the right to suspend or terminate a User's account where, in its absolute discretion, it deems such suspension appropriate. In the event of such suspension or termination, Australia Wholesalers will notify the User by email and the User must not seek to re-register either directly or indirectly through a related entity.

4.11 Australia Wholesalers shall not be liable for any interruption to the Service, whether intentional or otherwise.

4.12 For the avoidance of doubt, Australia Wholesalers is providing a service not goods.

4.13 Australia Wholesalers owns all Intellectual Property Rights in the Website and the Service, including without limitation, data and Material submitted by users, the design, text, graphics, the selection and arrangement thereof.

4.14 Australia Wholesalers takes reported and actual infringement of Intellectual Property Rights and fraud extremely seriously and whilst Users cannot hold Australia Wholesalers liable in relation to such issues, Australia Wholesalers requests all Users to report such matters immediately and Australia Wholesalers shall inform the appropriate authorities.

4.15 In addition to the terms set out herein, a Seller may wish to make the provision of Material subject to its own terms and conditions. It is up to the Seller to incorporate those terms validly into the contract it forms with the Buyer. However, in the event of any conflict between any terms in the Seller's terms and those set out in this Agreement, the terms of this Agreement shall prevail.

4.16 Users will be invited to send comments to Australia Wholesalers by email relating to the integrity and performance of other Users.

4.17 In accordance with Consumer Protection and Distance Selling Regulations, once a user has paid for a subscription and logged into the member's area, they will only be issued refunds at the sole discretion of the Website management team. If a user has purchased a Subscription and has not been able to login, then a complete refund will be issued to the user. In all other circumstances, refunds will be given at the discretion of the Website management.

4.18 Users shall not use the Website if they own a business which is in competition with the Website. Users shall not copy, download or reproduce any data, Material submitted by users, design, text, graphics, directories, databases or files for reselling purposes, bulk mailing, operating a business in competition with the Website or otherwise for any commercial exploitation of content.

4.19 If the User incurs extra charges from its payment service provider, for example, foreign exchange charges, these are exclusively for the User's account.


5. LIMITATION OF LIABILITY

5.1 Australia Wholesalers is not liable for any indirect loss, consequential loss, loss of profits, revenue, data or goodwill howsoever arising suffered by any User arising in any way in connection with this Agreement, Sales or for any liability of a User to any third party.

5.2 Whilst Australia Wholesalers will make all reasonable attempts to exclude viruses from the Website, it cannot ensure such exclusion and no liability is accepted for viruses. Thus, the User is recommended to take all appropriate safeguards before downloading information or any Material from the Website.

5.3 Australia Wholesalers shall not be liable for ensuring that the Material on the Website or supplied by virtue of a Sale is not Unacceptable Material and the Buyer in making any purchase from the Website accepts that it does so exclusively at its own risk.

5.4 Australia Wholesalers is not liable for any failure in respect of its obligations hereunder which result directly or indirectly from failure or interruption in software or services provided by third parties.

5.5 Australia Wholesalers is not responsible for the direct or indirect consequences of a User linking to any other website from the Website.

5.6 None of the clauses herein shall apply so as to restrict liability for death or personal injury resulting from the negligence of Australia Wholesalers or its appointed agents.

5.7 No matter how many claims are made and whatever the basis of such claims, Australia Wholesalers ' maximum aggregate liability to a User under or in connection with this Agreement in respect of any direct loss (or any other loss to the extent that such loss is not excluded by Clauses 5.1-5.5 above or otherwise) whether such claim arises in contract or in tort shall not exceed a sum equal to twice the value of the amount paid for the Subscription in relation to which such claim arises.

5.8 Australia Wholesalers is not responsible for the direct or indirect consequences of the User linking to any other website from this Website.


6 WARRANTIES AND INDEMNITY

6.1 Australia Wholesalers does not represent or warrant that the information accessible via the Website is accurate, complete or current. Australia Wholesalers has no liability whatsoever in respect of any use which the User makes of such information.

6.2 Material has not been written to meet the individual requirements of the Buyer and it the Buyer's sole responsibility to satisfy itself prior to entering into a Subscription that the Material is suitable for its purposes.

6.3 All warranties, express or implied, statutory or otherwise are hereby excluded.

6.4 The User hereby agrees to indemnify Australia Wholesalers against all liabilities, claims and expenses that may arise from any breach of this Agreement by the User.


7. GENERAL

7.1 Subject to Clause 7.2, this written Agreement and any other expressly incorporated document constitute the entire agreement between the parties hereto relating to the subject matter hereof and neither party has relied on any representation made by the other party unless such representation is expressly included herein. Nothing in this Clause 7.1 shall relieve either party of liability for fraudulent misrepresentations and neither party shall be entitled to any remedy for either any negligent or innocent misrepresentation except to the extent (if any) that a court or arbitrator may allow reliance on the same as being fair and reasonable.

7.2 Australia Wholesalers reserves the right to alter its terms of business from time to time. The Effective Date at the time the User is reading these terms is set out at the top of this Agreement. Prior to entering into a transaction, Users should check that the effective date has not altered. If it has, the User should examine the new set of terms and only enter into a transaction if it accepts the new terms.

7.3 If any provision of this Agreement or part thereof shall be void for whatever reason, it shall be deemed deleted and the remaining provisions shall continue in full force and effect.

7.4 Australia Wholesalers reserves the right to assign or subcontract any or all of its rights and obligations under this Agreement.

7.5 The User may not assign or otherwise transfer its rights or obligations under this Agreement without Australia Wholesalers 's prior written consent.

7.6 Any notice given pursuant hereto may be served personally or by email to the last known email address of the addressee. It is the responsibility of Users promptly to update Australia Wholesalers of any change of address or email address. Such notice shall be deemed to have been duly served upon and received by the addressee, when served personally, at the time of such service, when sent by email 24 hours after the same shall has been sent, or if sent by post 72 hours after put into the post correctly addressed and pre-paid.

7.7 Australia Wholesalers shall not be liable for any loss suffered by the other party or be deemed to be in default for any delays or failures in performance hereunder (other than in relation to payment) resulting from acts or causes beyond its reasonable control or from any acts of God, acts or regulations of any governmental or supra-national authority.

7.8 Any delay or forbearance by Australia Wholesalers in enforcing any provisions of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same.

7.9 This Agreement shall be governed by the laws of UAE and the parties submit to the non-exclusive jurisdiction of the Courts of UAE.


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