This Agreement contains all of the terms and conditions between Two Roos Internet Services (TwoRoos), and the individual or organisation (member) participating in services from "TwoRoos".
In this Agreement, "we" and "us" means "TwoRoos", and "you" means the "member" participating in the services. "TwoRoos" or "Our Site" means the web site located at http://www.tworoos.com.au or any other of the sites "TwoRoos" has under it's direct control, and "Your Site" means the site(s) which you, the member, use our hostnames to resolve to. "Services" means any such services that TwoRoos may provide to members or users.
1. Membership at TwoRoos
To begin the membership process, you must submit a properly completed membership application via Our Site. We will accept your application in good faith and will notify you of your membership details automatically. We may reject your application at any time if we determine, in our sole discretion, that Your Site is unsuitable for resolution from one of our hostnames. Your Site may be deemed by us to be unsuitable if, in our view, it:
i. Contains, promotes or links to sexually explicit or violent material.
ii. Promotes, depicts or links to material that promotes or depicts discrimination based on race, gender, religion, national origin, physical or mental disability, sexual orientation, or age.
iii. Contains unlawful material, including but not limited to materials that may violate another's intellectual property rights, or links to a site that contains such material.
iv. Contains information regarding, promotes or links to a site that provides information or promotes illegal activity, or
v. For any other reason that is deemed by us to be unsuitable.
In this regard, you understand that we reserve the right to conclude that Your Site is unsuitable in accordance with our standards, and we may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief, without any duty to prove that our opinion or suspicion is well-founded and even if our opinion or suspicion is proven not to be well-founded or if others' sites have been accepted despite having the same or similar characteristics as Your Site. You also understand that if we accept your application, such acceptance shall not imply that Your Site does not meet one or more of the criteria that would have permitted us to reject your application. If we reject your application, you are welcome to reapply to the Program at any time.
2. Compliance with this Agreement
We have the right in our sole discretion to monitor Your Site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.
3. Your Responsibilities
You are solely responsible for ensuring that the content of Your Site and your products and services that you offer from Your Site comply with all applicable copyright and other laws. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material on Your Site in violation of the law or any agreement, and your indemnity, below, will protect us if you do so.
You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our prior written consent, which we agree shall not be unreasonably withheld. A link to the http://www.tworoos.com.au web site and the information of others as to the existence of our website and its services is permitted and encouraged.
Other than establishing a Link from Your Site to Our Site, you shall not make any use of any Materials from our sites without first obtaining our prior written consent. You shall not use such Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Materials and of our other proprietary rights. We, in our sole discretion, may revoke any permission's granted at any time, by giving you written notice.
5. Obligations Regarding Your Site
You will be solely responsible for the development, operation and maintenance of Your Site and for all materials that appear on Your Site. Such responsibilities include, but are not limited to, the technical operation of Your Site and all related equipment; the accuracy and propriety of materials posted on Your Site; and, ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party and are not libellous or otherwise illegal. We disclaim all liability for all such matters.
6. Term of this Agreement and Termination
This Agreement will begin upon our acceptance of your membership application and continue for an initial term of one (1) year and for additional successive one (1) year terms unless the Agreement is terminated under one of the following provisions:
i. You may terminate this Agreement at any time by notifying TwoRoos or by deleting your membership account via online forms at the "TwoRoos" Web Site.
ii. We may terminate this Agreement at any time, with or without cause, by notifying you the Agreement is terminated and or all services to you are inactive.
We may modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion. Any such changes will be posted on Our Site. Modifications may include, but are not limited to, changes in the services offered, terms and conditions of such services, payment procedures for enhanced services and Membership rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement as provided in Article 6i ; should you so terminate, the changes we have announced shall nevertheless become effective unless we agree, in writing, to the contrary. Your continued participation with TwoRoos following our posting of a change notice or new Agreement on Our Site will constitute binding acceptance of the change.
TwoRoos have a ZERO tollerance Spam Policy - All reports regarding Spamming will be investigated and if found to be true, offending Domains will be terminated immediately.
9. Relationship of Parties
You and TwoRoos are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or otherwise, that reasonably would contradict anything in this Article.
10. Representations and Warranties
Except as otherwise stated in this document, we make no express or implied warranties or representations with respect to the Services (including, without limitation, warranties of fitness, merchantability or non-infringement, or any implied warranties arising out of course of performance, dealing or trade usage). In addition, we make no representation that the operation of Our Site will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors. However, it should be noted that TwoRoos values greatly its reputation as a reliable service provider and will do everything within its power to ensure the highest quality of service.
Each of us (the "Warrantor") hereby represent and warrant to the other party as follows:
i. This Agreement has been duly and validly executed and delivered by the Warrantor and constitutes its legal, valid, and binding obligation, enforceable against the Warrantor in accordance with its terms.
ii. The execution, delivery, and performance by the Warrantor of this Agreement and the consummation of the transactions contemplated hereby will not, with or without giving of notice, the lapse of time, or both, conflict with or violate (a) any provision of law, rule or regulation to which the Warrantor is subject, (b) any order, judgment or decree applicable to or binding upon the Warrantor's assets, (c) any provision of the Warrantor's by-laws or certificate of incorporation, or (d) any agreement or other instrument applicable to or binding upon the Warrantor's assets.
iii. No consent, approval, authorisation of, exemption by or filing with any governmental authority or any third party is required to be obtained or made by the Warrantor in connection with the execution, delivery and performance of this Agreement or the taking by the Warrantor of any other action contemplated hereby.
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our members provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilised, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or through a source or sources other than such party hereto or its members. Notwithstanding the foregoing, each party is hereby authorised to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process.
12. Limitation of Liability
We will not be liable for indirect, special, incidental, exemplary, punitive or consequential damages, or for any loss of revenue, profits, or data, arising in connection with this Agreement or the Services, even if we have been advised of the possibility of such damages.
You hereby agree to indemnify and hold harmless Two Roos Internet Services, its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses (including reasonable attorneys' fees), and costs (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, (ii) the development, operation, maintenance and content of Your Site and products and services offered from Your Site, or (iv) any claim related to Your Site, including, without limitation, content therein not attributable to us.
If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.
15. Governing Law
This Agreement will be governed by the laws of Australia and the state of New South Wales, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in New South Wales, and you irrevocably consent to the personal and subject matter jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
16. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications.
17. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT MEMBERS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE SERVICES AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Information on this web site may contain inaccuracies or typographical errors. Information may be changed or updated without notice. This web site does not constitute an offer or contract.
TWO ROOS INTERNET SERVICES makes no representations whatsoever about other web sites which you may access through this one. When you access a non-TwoRoos web site, please understand that it is independent from TwoRoos, and that TwoRoos has no control over the content on that web site. In addition, a link to a non-TwoRoos web site does not mean that TwoRoos endorses or accepts any responsibility for the content, use, or products and services made available through such web site.
IN NO EVENT WILL TWOROOS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THIS WEB SITE, OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA OR OTHERWISE, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
INFORMATION ON THIS WEB SITE IS PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.