Find Australia National Partner Member of UGLii Global Business Directory Coalition

Country of Registration*AfghanistanAlbaniaAmerican SamoaAndorraAntigua and BarbudaArgentinaArmeniaAustraliaAustriaAzerbaijanBangladeshBelarusBelgiumBermudaBoliviaBosnia and HerzegovinaBrazilBruneiBulgariaCanadaCayman IslandsChileChinaColombiaCosta RicaCroatiaCubaCyprusCzech RepublicDenmarkDominican RepublicEcuadorEl SalvadorEstoniaF.Y.R.O. MacedoniaFaroe IslandsFinlandFranceFrench GuianaFrench PolynesiaGermanyGreeceGreenlandGuadeloupeGuamGuatemalaGuyanaHondurasHong Kong SARHungaryIcelandIndiaIndonesiaIrelandIsle of ManItalyJamaicaJapanJordanKazakhstanKenyaLatviaLesothoLiechtensteinLithuaniaLuxembourgMadagascarMalaysiaMaldivesMaltaMarshall IslandsMartiniqueMayotteMexicoMicronesiaMoldovaMonacoMozambiqueNauruNepalNetherlandsNew CaledoniaNew ZealandNicaraguaNorfolk IslandNorthern Mariana IslandsPakistanPalauPanamaPapua New GuineaParaguayPeruPhilippinesPolandPortugalPuerto RicoReunionRomaniaRussiaSan MarinoSaudi ArabiaSingaporeSlovakiaSloveniaSouth AfricaSouth KoreaSpainSri LankaSurinameSwazilandSwedenSwitzerlandThailandTurkeyTuvaluUgandaUkraineUnited Arab EmiratesUnited KingdomUnited StatesUruguayVenezuelaVirgin Islands (US)Wallis and Futuna IslandsRegistered Business Name (Legal Entity Name)*Trading Name (this is published online)*Organisation Type*Federal GovernmentBusinessState GovernmentNot For ProfitLocal GovernmentBusiness Registration Authority*Australian Business NumberABN*Registered Business AddressUnit TypeBuildingBungalowCottageDuplexFlatFloorHouseKioskLevelLotMaisonetteMarine BerthOfficeP.O.BoxPenthouseRoomShedShopSiteStallStudioSuiteTownhouseUnitVillaWardWarehousewerUnit Number

Street NumberStreet Name*Street Type*AccessAlleyAlleywayAmbleAnchorageApproachArcadeArteryAvenueAvenueBasinBeachBendBlockBoulevardBraceBraeBreakBridgeBroadwayBrowBypassBywayCausewayCenterwayCentreChaseCircleCircuitCircusCloseColomadeCommonConcourseCopseCornerCorsoCourtCourtyardCoveCrescentCrestCrossCrossingCrossroadCrosswayCruisewayCul De SacCuttingDaleDellDeviationDipDistributorDriveDrivewayEdgeElbowEndEntranceEsplanadeExpresswayExtensionFairwayFiretrackFiretrailFlatFollowFootwayForeshoreFormationFreewayFrontFrontageGapGardenGardensGateGatesGladeGlenGrangeGreenGroundGroveGullyHeightsHighroadHighwayHillInterchangeIntersectionJunctionKeyLaneLaneLanewayLeesLineLinkLittleLookoutLoopLowerMallMeanderMewMewsMotorwayMountNookOutlookParadeParkParklandsParkwayPartPassPathPathwayPiazzaPlacePlazaPocketPointPortPromenadeQuadQuadrangleQuadrantQuayQuaysRambleRampRangeReserveRestRetreatRideRidgeRidgewayRight Of WayRingRiseRiverRiverwayRivieraRoadRoadRoadsRoadsideRoadwayRondeRosebowlRotaryRoundRouteRowRueRunSidingSlopeSpurSquareStairsState HighwayStepsStrandStreetStreetStripSubwayTarnTerraceThoroughfareTollwayTopTorTowersTrackTrailTriangleTrunkwayTurnUnderpassValeViaductViewVillasVistaWadeWalkWalkwayWayWharfWyndYardStreet SuffixCentralEastExtensionLowerNorthNorth EastNorth WestSouthSouth EastSouth WestUpperWest

Town / Suburb*State*Australian Capital TerritoryNew South WalesNorthern TerritoryQueenslandSouth AustraliaTasmaniaVictoriaWestern AustraliaPostcode*

Terms and Conditions of Registrationclose.

Please read these terms and conditions. By checking on the "I have read and agree to the terms and conditions” check box on the registration page you accept and agree to the terms and conditions contained herein.

ONLINE REGISTERED BUSINESS AGREEMENT

BETWEEN

SISS Business System Ltd. “SISS” (ABN 64 108 608 082)

of 38 Franklin Street Traralgon Victoria 3844

AND

Your company or your self or your partnership or your government organisation or your community organisation as registered in the Uglii System herein after called "the Registered Entity"

Recitals

A.SISS has developed and is continuing to develop:a. a suite of online systems and services which are to operate globally and to be marketed under the co-brand “Uglii” and other brands (Uglii System Services); and

b.a system, including the Uglii control panel and Uglii website, through which the Uglii System Services will be delivered (Uglii Delivery System).B.SISS owns the intellectual property rights in the Uglii System Services, Uglii Delivery System, its business names, its brands, its logos and its trademarks (SISS Intellectual Property). C. The Registered Entity is

· a company or

· an individual trading as a business or

· a government organisation or

· a local government or

· a community organisation

providing services or selling products at one or more locations in the Australian economy.

D. An Uglii Affiliate has offered the Registered Entity the opportunity to

1. register in the Uglii system in Australia in via its Affiliate,

2. to publish various information about itself, and

3. purchase various Uglii services from its Uglii Business Partner .

E. The Registered Entity wishes contact details and business information about its business and place of business to be made discoverable through the websites of the Uglii System, all Uglii Partners, Affiliates and through third party information systems authorised by Uglii to distribute Uglii System business information.

Operative Provisions

INTRODUCTION

Purpose

1. This Agreement sets out the terms and conditions of the Registered Entity's contractual relationship with Uglii System in relation to the management of the Registered Entity’s registration, discovery and credentialing data in the Australian Uglii System and processes for the dissemination of discovery and credentialing information through the Uglii System and through third party information systems.

Interpretation

2. In this Agreement, unless the context otherwise requires:

a) a reference to any legislation or legislative provision includes any subordinate legislation and amendments thereto,

b) a reference to an individual or person includes a reference to a corporation, firm, partnership, joint venture, association, authority, trust, state or government and vice versa,

c) a reference to any agreement or document is to that agreement or document (or its provisions) as amended, notated, restated or replaced from time to time.

Definitions

"Affiliate" means an organisation whose website has referred the Registered Entity to the Uglii System.

"Business Information" means all information about a Registered Entity that is held on the "Uglii system" and comprises "Registration Information", "Discovery Information" and "Credentialing Information".

"Registration Information" means information recorded on the Uglii System for the purposes of record keeping by the system including contact information, information about the Registered Entity as a legal entity being the owner of one or more businesses, and numbers and notations that pertain to that business as applied by the Uglii System

"Discovery Information" means

· information including contact details, location information and codes and keywords that the Registered Entity has published on behalf of its business by which the business may be discovered in the Uglii System

· information including contact details, location information and codes and keywords that a Registered Entity has published on behalf of itself by which that business may be discovered in the Uglii System

"Credentialing Information" means

· a word or code or qualification attached to the discovery information of a Registered Entity’s business by another Registered Entity (Credentialing Registered Entity ) by which the Registered Entity’s business may be discovered on the Uglii System from

· the website of the credentialing Registered Entity such as to display business in the economy that sell the credentialing Registered Entity’s brand of goods or services or

· the website of the credentialing Registered Entity such as to display a verification of a skill or qualification or membership or

· the website of any Uglii Affiliate where the credentialing Registered Entity has made that credentialing discovery information discoverable through normal search processes of the Uglii system, or

· a process of restricted access via the website of a Registered Entity such as where a Registered Entity charges for access to such information or where such information is restricted for any other reason.

"Credentialing Registered Entity" means a Registered Entity that has purchased a service of the Uglii System that allows that Registered Entity to display the UGLii(s) of other Entities as the places of business of Registered Entities that have a special relationship to that Credentialing Registered Entity or about which the Registered Entity wishes to display information of use to others or itself.

"Delegation Facility" means the facility in the Uglii system available to the Registered Entity to delegate responsibilities and authorities to a subordinate.

"Registered Entity's Business Rules" means the rules additional to this Agreement that defines the conduct, benefits and responsibilities of a Registered Entity and which are published from time to time by Uglii on a web page accessible from a Registered Entity's control panel.

"Registered Entity's Control Panel" means the webpages generated by the Uglii System that is only accessible to the Registered Entity via a secure login and password from which the Registered Entity may

§ manage its Registration Information,

§ manage its Discovery Information,

§ examine the Registered Entity Business Rules,

§ examine the terms and conditions for the purchase of various Uglii services from its Uglii Affiliate,

§ purchase such Uglii services if it chooses,

§ link to services provided by systems related to the Uglii system,

§ link to services provided by the Registered Entity’s Uglii Affiliate or Partners.

"Registered Entity" means a legal entity that is or owns a business in an economy and has

a) proper authority to operate in its economy

b) completed and submitted the Uglii Registered Entity registration form on-line and has agreed to the Uglii Registered Entity Terms and Conditions,

c) been approved as a Registered Entity by an Uglii Affiliate or Partner, or other entity authorised to verify registering businesses for the Uglii System; and

d) been given access to the Uglii System to register and display its business discovery settings on the Uglii System of that Region.

"Place of business" means a geographical location

a) from where the Registered Entity conducts its usual business activities and which is accessible by the Registered Entity's customers during such business hours that are usual for the Registered Entity’s type of business and usual for that economy and which location is staffed by at least one person for a substantial part of the time during which the Registered Entity's business is open for business, OR

b) which location is a registered business location, OR

c) which location is the originating place of the Registered Entity’s business activity.

Uglii may alter the definition of Place of Business to accommodate commercial developments and such changes shall be notified to the Registered Entity via the Registered Entity's Business Rules.

"Publication" means the act of a Registered Entity instructing the Uglii system to display to the internet an UGLii of that Registered Entity

"Uglii System Services" means services of the Uglii system offered by an Uglii Affiliate through the Registered Entity’s Control Panel. Uglii System Services excludes services that are not of the Uglii system but are offered by Uglii Partners through the Uglii system via the Registered Entity's Control Panel.

"System" means the network of all Uglii System servers in all economies but does not include services or servers linked from the system and provided by Business Partners or National Commercial Managers.

“UGLii" a Unique Geographic Listing for industry on the internet being a package of information showing the location of a business in Australia, its discovery keywords and its contact information as represented on the Uglii results page of the mapping system by:

a) A Blue Dot where that UGLii is linked to a Registered Entity’s website by an UGLii Link

b) A Green Dot where that Uglii has been upgraded to a Premium Uglii, containing additional content provided by the Registered Entity

c) A Black Dot where UGLii represents the place of business of a Registered Entity

d) A Grey Dot where the UGLii represents the place of business of an entity that is not a Registered Entity of the Uglii system or where the UGLii represents the place of business of an entity that is a Registered Entity of the Uglii system but where the Registered Entity has not updated or reviewed the UGLii within the time parameter set by Uglii known as the UGLii Refreshment Period.

"Unique Geographic Listing Link (UGLii Link)" means the Uglii service whereby an UGLii is linked to a website relevant to the UGLii.

"Unverified Free Listing" means an UGLii that has not been verified by the business owner by the business owner taking control of such business information on the Uglii System

TERMS AND PROVISIONS

REGISTERED ENTITY IN THE UGLII SYSTEM

1. The Registered Entity hereby grants to Uglii the transferable and irrevocable right to:

(a) receive, copy and amend the Discovery Information of the Registered Entity's Uglii (s)

(b) translate, adapt and copy the details of the Registered Entity's Uglii (s) to create derivative works to create Uglii branded or co-branded digital electronic products and services and marketing material

(c) display the Registered Entity's trade marks, trade names, business names, domain names, logos, identifiers and Uglii (s) on the Uglii System as an element of the promotion of the Registered Entity on the Uglii System and to promote the Uglii System or Uglii branded to an Uglii Partner or Affiliate

(d) display the Registered Entity's UGLii as the result of a search by an internet user where that user has searched in the system through the website of a Uglii Registered Entity who has purchased and applied Uglii credentialing attributes to the discovery settings of the Registered Entity

(e) pass to third parties discovery details of the UGLii of the Registered Entity in any format it chooses where in the opinion of Uglii the passing of such details will increase the discoverability of businesses generally or the utility of the Uglii system as a whole.

REGISTERED ENTITY'S COVENANTS WARRANTIES UNDERTAKINGS AND RIGHTS

Registered Entity's Entitlements and Rights

2. The Registered Entity may display an Uglii on the Uglii system for each of its places of business in Australia without fee.

3. Subject to verification by the Uglii Affiliate that the Registered Entity is a legitimate business, the Registered Entity may create Uglii(s) to display the Registered Entity's place(s) of business and to insert keywords and discovery codes in the Uglii system for the discovery of the Registered Entity's business through the websites of the Business Partners of the Uglii system and authorised related third party on-line information systems.

Registered Entity's Covenants

4. The Registered Entity shall ensure that

(a) the Details included on the Registered Entity Registration section on the Registered Entity's Control Panel are, at all times:

(i) correct and up to date, and

(ii) otherwise be in accordance with the terms and conditions stated in this Agreement, including the Uglii Registered Entity's Business Rules; and

(iii) observe and, at least on a monthly basis, review the Registered Entity's Business Rules, which the Registered Entity acknowledges may be amended by Uglii from time to time.

(b) the details included on the Uglii(s) published by the Registered Entity

(i) are geographically accurate,

(ii) include keywords that are relevant to the business,

(iii) are reviewed every six months,

(iv) do not include keywords that do not directly relate to the business,

(v) do not include any brand, trade mark, business name that is not owned by the Registered Entity or is licensed to the Registered Entity by the owner,

and are otherwise in accordance with the provisions of this Agreement and the Uglii Registered Entity's Business Rules.

5. The Registered Entity agrees that, apart from the Registered Entity's rights under this Agreement neither SISS, the Uglii Partners, the Uglii Affiliates nor their representatives, agents, employees, affiliates or contractors shall be liable for any loss, damage, claim or demand incurred or made by any person (whether based in tort, contract, statute or otherwise) arising out of or in connection with this Agreement, or from the provision of the services, or failure to provide the services referred to throughout this Agreement. For the purposes of this provision, the Registered Entity shall indemnify SISS, the Uglii Partners, the Uglii Affiliates nor their representatives, agents, employees, affiliates or contractors in accordance with Clause 42 below.

6. The Registered Entity agrees to be bound by the "Registered Entity's Business Rules" referred to herein and published from time to time by SISS.

7. The Registered Entity agrees that, except for any text or trademarks that are the Registered Entity’s property or the property of the person who authorized the Registered Entity to use them, copyright in Uglii text, trademarks, designs, logos, graphics or images or illustrations including the content, belongs to SISS and the Registered Entity may not reproduce or permit them to be reproduced without the prior written consent of SISS.

8. The Registered Entity acknowledges and agrees that it is the Registered Entity's responsibility and not that of SISS, the Registered Entity’s Uglii Affiliate or Partner, to ensure that the registration and discovery information is up to date and complies with the terms of this agreement.

9. The Registered Entity acknowledges that the Uglii system includes processes that give greater prominence to business information that it deems to have been recently updated over information that has not been verified by a business or information that has been verified by the business but not recently updated.

10. The Registered Entity agrees that Uglii may at its absolute discretion alter the processes and parameters by which the Uglii system presents the Registered Entity's information and releases SISS, the Registered Entity's Uglii Affiliate and Partner from any claims whatsoever arising from the presentation of the Registered Entity's business information.

11. Where the Registered Entity purchases any service that is generally described by Uglii as a credentialing service the Registered Entity shall,

a) comply with any specific rules relating to that service as published from time to time in the Registered Entity's Business Rules by Uglii, and

b) ensure that businesses credentialed by the Registered Entity have access to view the Registered Entity’s credentialing of their business upon request.

12. Where a Registered Entity uses the delegation facilities provided by the Uglii system the Registered Entity remains responsible for all costs of publication or for other services purchased by the delegate and remains responsible for all materials published by the delegate.

13. The Registered Entity shall not conduct itself in any manner which brings or is likely to bring SISS or its relevant Partner or Affiliate into disrepute.

Registered Entity's Warranties

14. The Registered Entity warrants to SISS that it is a legal entity that exists in its economy, has the relevant Business Registration with the appropriate authority in its economy and

a) operates a business, or

b) is a community organisation, or

c) is a government or a division of a government, or

d) is a statutory authority.

15. The Registered Entity further warrants that:

(a) the Registered Entity has the right, authority and ability to enter into this Agreement and grant all the rights herein;

(b) any trademarks, designs, logos, graphics, information, data or images accessible through or via the Registered Entity's Uglii, Premium Uglii or Uglii Link are not:

(i) inaccurate, untrue, incorrect, misleading or deceptive;

(ii) defamatory, blasphemous or racist,

(iii) indecent, obscene or vulgar,

(iv) in breach of any law or statute or cause SISS to be in breach any law or statute of any jurisdiction in which it or SISS may be bound,

(v) otherwise in breach of or inconsistent with the Uglii Business Rules,

and will continue to accurately reflect products or services actually available from the Registered Entity.

(c) any trademarks, designs, logos, graphics, information, data or images accessible through or via the Registered Entity's Uglii, Premium Uglii or Uglii Link

(i) are the Registered Entity's property or the property of the entity or person who authorised the Registered Entity to use them

(ii) do not, expressly or impliedly, falsely represent that it, or the goods or services described in it, have the endorsement, sponsorship or approval of or association with SISS.

(d) any performance by the Registered Entity of its obligations under this agreement, publication, broadcast, transmission or other use of the Registered Entity’s Uglii(s), including, but not limited to, access to material through or via the Registered Entity's Uglii, or by Uglii in accordance with this Agreement does not infringe upon the rights of any party, and does not breach any applicable laws or relevant enforceable industry code of conduct or practice.

(e) the Registered Entity will use any Uglii messaging facility and any other facilities provided as part of the Uglii package strictly in accordance with the Registered Entity Business Rules.

16. The Registered Entity further warrants that this Agreement has been accepted and "signed" by an officer or employee of the Registered Entity and is duly authorized by the Registered Entity to bind the Registered Entity to this Agreement.

17. Pursuant to Clause 16 above, the accepting and "signing" officer hereby warrants that he or she is duly authorised to bind the Registered Entity to this Agreement.

No Claim for Manner or Sequence of Presentation

18. The Registered Entity shall make no claim whatsoever against SISS or any authorised related third party on-line information system provider for the manner or sequence of presentation of an Uglii in the display of search results.

SISS COVENANTS WARRANTIES UNDERTAKINGS AND RIGHTS

SISS Warranties

Service Levels

19. SISS will endeavour to facilitate the ongoing and uninterrupted operation of the Uglii System, however because the provision of an internet service is dependent on third parties, Uglii System Pty Ltd does not make any warranties as to the performance or on-line availability of the Uglii system or that of related services.

20. Where the performance or on-line availability of the Uglii system is interrupted, the Registered Entity shall not make any claim, howsoever described, against Uglii or its Partners or Affiliates for any losses incurred by the Registered Entity through loss of performance of, or interruption to, the Uglii System.

SISS Rights

Registered Entity's Registration

21. Uglii has the absolute discretion, at any time during the currency of this Agreement to:

a) permanently or temporarily remove the Registered Entity's registration and Uglii's from the Uglii System; or

b) delete or amend the Uglii where SISS believes that the information displayed on the Uglii including keywords, attributes (including verbal or numeric), geographic location of the Uglii or other information placed on the Uglii System by or on behalf of the Registered Entity, may be:

(i) inaccurate, untrue, incorrect, misleading or deceptive;

(ii) defamatory, blasphemous or racist;

(iii) indecent, obscene or vulgar;

(iv) in breach of any law or cause SISS to be in breach any law of any jurisdiction in which it or SISS may be bound, or

(v) otherwise in breach of or inconsistent with the Uglii Business Rules.

c) vary the details of any Uglii

d) remove Uglii's until the Registered Entity remedies any breach of this agreement

e) suspend the Registered Entity from the system

f) remove the Registered Entity from the system, or

g) prohibit the Registered Entity from joining or rejoining the system

22. SISS may alter, delete or withdraw registration, without compensation to the Registered Entity, so as to ensure compliance with Uglii Registered Entity's Business Rules or other rules and policies which apply to the Registered Entity's registration and other requirements or standards which are imposed by law or by SISS from time to time.

Unique Identifier

23. Uglii reserves the right to allocate a unique identifying number to the Registered Entity and each of its Uglii's for the purposes of

a) data storage and retrieval by the Uglii system

b) data storage by the Registered Entity's Affiliate

c) identification of the Registered Entity as a Registered Entity of the Global Uglii System.

Suspension of Registered Entity's Use

24. SISS reserves the right to suspend the Registered Entity's use of the Uglii System if SISS believes that the Registered Entity’s use of the Uglii system:

(a) contravenes any law or statute, infringes the rights of third parties or is obscene, indecent, defamatory, racist or misleading or deceptive; or

(b) will otherwise reflect upon or affect SISS unfavourably.

25. SISS shall not be liable to the Registered Entity for any damages arising from the exercise of its rights under Clause 41 of this Agreement.

Priority of Uglii Listing

26. Uglii retains the right to set or alter parameters for the display of a Registered Entity's Uglii(s).

27. Pursuant to Clause 43 above, a Registered Entity's Uglii (s) shall be represented on the Uglii results page in the following order:

a) A Blue Dot shall be listed above any Uglii (s) that is represented by a Black or Grey Dot, and

b) A Black Dot by shall be listed above any Uglii (s) that is represented by a Grey Dot.

28. Uglii shall publish its determination of the Uglii Refreshment Period from time to time in the Uglii Registered Entity's Business Rules.

GENERAL PROVISIONS

Termination

29. A Registered Entity may terminate this contract at any time by giving seven (7) days' notice in writing to its Uglii Affiliate.

30. SISS may terminate this Agreement at any time:

a) by giving thirty (30) days' written notice to the Registered Entity without cause,

b) immediately if the Registered Entity is in default or in breach its obligations under this Agreement and (if capable of remedy) fail to remedy the default or breach within seven (7) days after SISS notifies the Registered Entity of such default or breach.

31. Where the Registered Entity has failed to comply with this Agreement and this Agreement is terminated according to its provisions, termination shall be effected, inter alia, by the deletion of the Registered Entity's registration from the Uglii system and the removal of all UGLiis and UGLii links pertaining to the Registered Entity.

32. Upon the operation of Clause 30 SISS shall not be held responsible for the deletion, loss or destruction of any information pertaining to the Registered Entity's business uploaded to the Uglii System.

33. In addition to all other available rights and remedies, SISS may remove, vary or suspend any rights granted to the Registered Entity if the Registered Entity is in breach of this Agreement. A removal, variation or suspension alone of rights granted does not of itself amount to a termination of the Agreement, and does not release the Registered Entity from the performance of its obligations in accordance with the Agreement.

34. In the event that SISS terminates this agreement pursuant to Clause 30 above the parties shall continue to perform all their obligations under this Agreement during the termination notice period.

35. Where this Agreement is terminated by SISS the Registered Entity shall have no cause or right of action against SISS for any loss or damage howsoever described and shall hold SISS free of all liability in the event of an erroneous act done by SISS where SISS has relied on a third party's advice in good faith.

36. Upon termination of this Agreement, SISS may retain, vary or delete any content without any liability whatsoever.

37. The following events are considered events of default by the Registered Entity, namely, where:

a) the Registered Entity materially fails to perform or comply with this Agreement or any provision of this Agreement.

b) the Registered Entity's Authorised Business Registration in its economy is no longer active.

c) the Registered Entity has registered on the Uglii system but has not published a Uglii within a reasonable period of time as determined by Uglii

d) the Registered Entity fails to remove an Uglii from the Uglii system where that Uglii represents a Place of Business that no longer exists

e) the Registered Entity fails to update an Uglii’s discovery information such as location and contact details where those details have changed

38. Pursuant to clause Clause 37(a), a Registered Entity's failure to comply with the Registered Entity's Business Rules is deemed a material failure to comply with this Agreement.

39. Pursuant to clause Clause 37(b), where Uglii is advised by an appropriate authority that the Registered Entity’s Business Registration is no longer active, such advice shall be conclusive of the Registered Entity's inactivity and Uglii shall be entitled to rely on such advices for the purposes of this Agreement.

40. Pursuant to clause Clause 37(c), Uglii shall publish its determination of such period from time to time in the Uglii Business Rules.

Breach and Events of Default

41. Uglii shall not be held liable for any loss or damages suffered by the Registered Entity, howsoever described, as a result of SISS' reliance on the advices received pursuant to Clause 39 above.

The Registered Entity's Indemnity in Favour of SISS and its Affiliates

42. The Registered Entity agrees, without condition or qualification, to indemnify and hold harmless Uglii, the Registered Entity's Business Partner, the National Partner Manager (including their officers, agents, licensees, employees, representatives and affiliates) from and against any and all losses, damages, penalties, liabilities, costs and disbursements (including all reasonably incurred legal fees and costs calculated on a solicitor - client basis) suffered or incurred by reason of any claims, demands, proceedings or suits based on, arising out of or in relation to:

(a) any breach or alleged breach by Uglii or the Partner or Affiliate of any right, including any intellectual property right, owned by or licensed to any third party through the publication of key words or codes representing a brand or trade mark of third party, or

(b) any breach either directly or indirectly by the Registered Entity of this Agreement or the Business Rules as published by Uglii from time to time, by the Registered Entity's act or omission howsoever arising.

(d) any independently provided services by the Partner or Affiliate to the Registered Entity through the Uglii Control Panel.

(e) Immediately following notice of a claim that the keywords or discovery codes infringe the intellectual property or other right of any person, the Registered Entity shall, notwithstanding the Registered Entity's belief that the information is correct, modify or remove the UGLii keyword or discovery code to make the information non-infringing, until such time as the claim is resolved.

(f) Where an action is commenced against the Registered Entity by way of formal proceedings in a court of law or other judicial forum in relation to an alleged infringement of intellectual property or copyright, the Registered Entity shall withdraw or cause to be withdrawn all references to the intellectual property or copyright material until such time as the dispute is resolved and all causes of action permanently stayed or discontinued.

43. The indemnities herein granted and the liabilities herein accepted by the Registered Entity shall survive the termination or expiry of this Agreement.

Limitation of liability

44. The Trade Practices Act 1974 (Commonwealth of Australia) and similar legislation may confer rights and remedies on the Registered Entity which cannot be excluded, restricted or modified ("non-excludable rights").

45. SISS does not exclude any non-excludable rights but does exclude all other conditions and warranties implied by custom, common law or statute.

46. Where SISS is in breach of the warranties set out in this Agreement or implied by law which cannot be excluded but which can be limited, then SISS limits its liability to either of the following (at its option):

(a) the re-supply of the services; or

(b) the cost of having the services re-supplied.

47. SISS shall not in any event be liable for any loss of business, interest, revenue or profit or for any consequential, indirect, incidental, special, punitive or exemplary damages actually or purportedly suffered by the Registered Entity arising from or related to the subject matter of this Agreement even if the Registered Entity has been advised of the possibility of such loss or damage.

This Agreement

This Agreement, the Registered Entity Business Rules and the documents referred to in this Agreement constitute the entire agreement between the parties and supersede all, if any, prior Agreements.

The parties to this Agreement agree that neither SISS nor the Partner or Affiliate, including their agents representatives employees or servants or affiliates, have made any pre-contractual representations whatsoever in relation to the Uglii System or of the formation, construction or performance of this agreement.

48. This Agreement commences on the date it is agreed to by the Registered Entity and shall continue until terminated in accordance with this Agreement.

49. A reference to any Party to this Agreement or in any other document or Agreement includes that party's executors, administrators, substitutes, heirs, successors and permitted assigns and agents.

Relationship of the Parties

50. This Agreement does not create a joint venture, partnership, employment or Business Partner relationship between the parties.

Transfer and Assignment

51. This agreement is unassignable by the Registered Entity.

52. In the event that the Registered Entity sells or transfers all of the business assets represented by UGLiis on the Uglii system the Registered Entity may change the ABRN to that of the acquiring entity only after,

a) the registration details of the Registered Entity have been changed to those of the acquiring entity,

b) the acquiring entity has been advised in writing by the Registered Entity of the terms and conditions of registration in the Uglii system, and

c) the acquiring entity has agreed to the terms and conditions of registration of the Uglii system in Australia by

(i) advice in writing of its acceptance of the terms and conditions or

(ii) agreeing to the terms and conditions via the online processes of the Uglii system

53. SISS may transfer assign or novate it's rights and obligations under this Agreement without the Registered Entity's consent.

Applicable Law

54. The parties to this Agreement agree that:

a) the operation of this Agreement shall be governed by and construed in accordance with the laws of Victoria Australia, and

b) the parties irrevocably and unconditionally submit to the jurisdiction of the Courts of Victoria.

Dispute Resolution

55. Where a dispute arises out of or in connection with this Agreement, every reasonable effort to settle the dispute shall be, at first instance, by way of negotiation between the parties or their representatives. Such negotiations shall proceed in good faith and without prejudice.

56. Where the parties are unable to resolve a dispute pursuant to Clause 59 , the dispute shall be referred to mediation.

57. Referral of a matter to mediation pursuant to Clause 59 does not preclude a party from seeking relief in an appropriate court of law but such relief shall not be sought until mediation has concluded and failed to resolve the dispute.

58. Neither party is excused from the continued performance of its obligations under this Agreement during the course of any dispute resolution process referred to above.

Notices

59. All notices, requests, consents and approvals in connection with this Agreement are deemed to be given only when they are received by fax or e-mail messenger, or received by delivery via standard post, postage prepaid, certified or registered, return receipt requested to the recipient at the address of its place of business or as notified by the relevant party to the other party from time to time.

Severance

60. If any part of this Agreement is determined by a court of law to be invalid or unenforceable, that part of the Agreement shall be severed and the remainder of the Agreement shall continue to have full force and effect and any inconsistency in the Agreement arising from the severance shall be construed in favour of Uglii or the Registered Entity's Partner or Affiliate.

Intellectual Property

61. All rights or title to or interest in any intellectual property contemplated by this Agreement, wether presently extant or yet to be developed, shall remain the absolute property of SISS or its appropriately authorised Business Partner, Affiliate or provider of Mapping Information.

62. This Agreement does not create or transfer any rights or expectation of any rights in or to any such intellectual property referred to in, or contemplated by, this or related agreements, in or to the Registered Entity or other entity not properly entitled to such intellectual property, and no claims for loss or damages howsoever described, shall be made by the Registered Entity against Uglii or any other entity properly entitled to such intellectual property.