READ THIS AGREEMENT CAREFULLY BEFORE USING OUR PORTAL SERVICE. THIS IS A LEGALLY BINDING AGREEMENT YOU ARE ENTERING INTO.

This is a legal agreement (the “Agreement”) between Gullone Group Pty. Ltd. (ABN 51 125 015 303), and other subsidiaries ('Gullone Group") and you. This Agreement is effective as of the moment you indicate agreement during your sign up or registration of your Portal Account (also known as "Portal service", "Portal services", "Portal" "Services" or "online Portal").

1. The Services.
a. Through Portal we provide services that may be generally described as online portal services. These services are provided to customers as product categories for various levels based on a particular product category (each instance, a “Product Category”). A Product Category may be identified as “Base" or such other name as may be selected or used by us. Once you have created an Account by agreeing to be subject to this Terms of Use Agreement, we shall provide the services you sign up for through any of our Website/s (each instance an “Order”). Collectively all of the services you obtain through your Orders are the “Services” under this Agreement. We shall provide those Services for the period outlined in the Order.

b. If your Order for Services is to be used by you on a trial basis, your right to use the Services will terminate upon the expiration of the trial period.

2. Paying for Services
a. You will pay for the Services in the manner described in the applicable Order and its related fee schedules. Unless specified differently on the Order, all recurring fees for Services are charged in advance on an annual period, and the amounts shall be based on the applicable fee schedule(s) as communicated by us. Non-recurring fees for Services (such as one-time set-up charges, customisation fees, additional options related fees, consulting fees, or overage charges for use of resources over those specified in the Order) will be charged in arrears. All fees are payable upon charge by Gullone Group. Unless otherwise specified, Gullone Group accepts payments only in Australian Dollars and accepts payments solely through the electronic funds transfer, cheque or credit/debit cards as specified on the Order page. All fees and other amounts paid are non-refundable. If Gullone Group will cause a credit transaction to be posted to your Account or credit/debit card on record at the time the fees are due. Any failure of such credit transactions to settle in full at the time they are instituted by Gullone Group shall be good cause for Gullone Group to, in its sole discretion, terminate this Agreement or any Order, or suspend the continuing provision of the Services until you have made good on the outstanding amounts owed. If in Gullone Group’s opinion it is required to collect on behalf of any government entity any goods and services taxes, sales taxes, value-added taxes, duties, excise fees or other similar items about any sales or other payments collected by Gullone Group under this Agreement, you will pay such amounts as determined by Gullone Group.

b. If you are using credit/debit card facilities and unless waived by Gullone Group, your account must have a current and valid credit/debit card on file before you place an Order, and Gullone Group may terminate any Order, or the Services as a whole, or this Agreement, at any time you no longer have a current and valid credit/debit card on file with your account.

c. Unless we specify otherwise in the Order, we may increase fees at any time on thirty (30) days advance written notice. If the initial term of your Agreement is longer than one month, then we may increase your fees effective as of the first day of the renewal term that first begins thirty days from the day of our written notice of a fee increase.

d. You must notify Gullone Group of any billing dispute, providing details regarding the nature of the dispute and the amount, within 14 days of the payment due date of the amount in question, or you will be deemed to have waived your dispute.

e. If any payments you have made to Gullone Group are reversed or charged back based on your credit/debit card transaction, Gullone Group may, in its sole discretion, terminate this Agreement or any Order, or suspend all Services until you have made alternative payment arrangements satisfactory to Gullone Group. Any reversed or charged back payments, until paid in full, shall bear interest at a rate of 1.5% per month from the reversal/chargeback date until paid. In addition, Gullone Group may charge an additional chargeback fee of $50.00, as liquidated damages to compensate Gullone Group for administrative expenses related to the reversal/chargeback.

3. Term and Termination
An a. This Agreement will continue until terminated by either party giving notice to the other under the notice procedure specified below. Until specifically terminated by either party, this Agreement shall remain in effect perpetually, even when no outstanding Order is in effect, and you may open and close Orders without maintaining continuous or contiguous Orders while this Agreement is in effect. The termination of this Agreement for any reason shall automatically terminate all Orders and the related Services

b. Upon termination of this Agreement or an Order for any reason, all data stored through the Services under all Orders (in the case of a termination of this Agreement) or the Order that is terminated, as applicable, is immediately and permanently no longer accessible to you and is subject to immediate destruction. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP OR OTHERWISE DOWNLOADING YOUR DATA OR FILES FROM THE SERVICE BEFORE THE TERMINATION OF THIS AGREEMENT OR AN ORDER.

c. You may terminate one or any of your Orders at any time by terminating the Order(s) by contacting us at Gullone Group. Termination of an Order takes effect 14 days after receipt of your termination email or correspondence.

d. Gullone Group may terminate this Agreement, or any Order you have placed, for convenience at any time upon 14 days before advanced written notice to you.

e. If you commit any material breach of this Agreement, Gullone Group may terminate this Agreement or any Order immediately upon notice to you. The failure to make any payments when due shall be a material breach of this Agreement. Gullone Group is not required to refund any fees or other amounts paid or prepaid before such termination.

4. Acceptable Use
a. The following policies stated in Section 4(a)(1) through (6) comprise the Gullone Group’s Acceptable Use Policy (or “AUP”)
(1) You may not use the Services to:
(a) upload, post, email, transmit or otherwise make available any content that spreads messages of terror or depicts torture or death images; if serious enough, the content will be reported to the appropriate legal authority and/or your ISP will be contacted;
(b) harm minors in any way, this includes any form of child pornography; if serious enough, the content will be reported to the appropriate legal authority and/or your ISP will be contacted;
(c) upload, post, email, transmit or otherwise make available any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party.
(2) Gullone Group neither sanctions nor permits site content or the transmission of data that contains illegal or obscene material or fosters or promotes illegal activity, including but not limited to the offering for sale of illegal weapons, and the promotion or publication of any material that may violate hate crimes legislation.
(3) You may not commit or permit wrongful or damaging acts which justify civil action including, but not limited to, posting defamatory, scandalous, or private information about a person without their consent or intentionally inflicting emotional distress.
(4) You may not violate or attempt to violate Gullone Group’s systems or to interrupt Gullone Group’s services. Any such violation or attempt may result in criminal and civil liability. Examples of system violations include, without limitation:
(a) Unauthorised access to or use of the Services, including any attempt to probe, scan or test the vulnerability of a system or to breach security or authentication measures without express authorisation of Gullone Group;
(b) Interference with Services being provided to any customer or network including, without limitation, flooding, or deliberate attempts to overload a system and broadcast attacks;
(c) Use of any device, software, or routine to interfere or attempt to interfere with the proper working of the Services; or
(d) Any action that imposes an unreasonable or disproportionately large load on the Gullone Group infrastructure.
(5) You may not decompile, disassemble, decrypt, extract, reverse engineer or otherwise attempt to derive the source code of the “software tools” (including the tools, methods, processes, and infrastructure) underlying the Services or any other software on or available through any of the Websites.
(6) Services may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation, including export control laws, is prohibited. This includes, without limitation, improper use, copying or distribution of materials protected by patent, copyright, trademark, service mark, trade secret or other proprietary rights. By using the Services, you represent and warrant that you are the author and copyright owner and/or proper licensee concerning any content you have processed, uploaded or stored through the Services, and you further represent and warrant that no such content violates the intellectual property rights of any third party. Gullone Group reserves the right to suspend or terminate your transmissions that, at Gullone Group's discretion, violate these policies or violate any law or regulation.

b. You acknowledge that you are responsible for the actions of any users of your Portal Account and their access or use of the Services and that those users’ actions are considered to be your actions for purposes of the AUP.

c. Gullone Group reserves the right, without prior notice, to immediately suspend or terminate the Services or transmissions that violate the AUP. Gullone Group may suspend Services in whole or in part if Gullone Group reasonably suspects an AUP violation, and that suspension does not limit Gullone Group from and is in addition to, any other remedy that may be available to it based on your violation of the AUP. Gullone Group will make reasonable efforts to notify you after any such suspension but does not warrant that it will do so successfully in all cases. Gullone Group is not liable for any losses suffered by you or your users because of a Services suspension due to a suspected AUP violation.

d. Further, if you violate the AUP, Gullone Group may actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about you, your site, any illegal or obscene content, and those persons that may have inappropriately accessed, acquired, or used any illegal or obscene content through your site or the Services you have obtained from Gullone Group.

e. Complaints about violators of the Gullone Group AUP should be submitted by contacting us at Gullone Group. Each complaint will be investigated and may result in immediate cancellation of Services without prior notice.

f. Gullone Group has no obligation to monitor the Services for AUP violations or other illegal or improper conduct but may do so and may disclose information regarding the use of the Services for any reason, including to satisfy laws, regulations, or governmental, legal, or law-enforcement requests; to operate the Services properly, and to protect itself and its customers. Gullone Group may grant law enforcement agencies access to its equipment, including equipment used to provide the Services to you.

(7) You may only upload and have available in your Portal Account one version of the same document or file. Gullone Group will not make available multiple versions of the same document or files, without prior arrangements being accepted by Gullone Group. Additional fees may be incurred by you when uploading multiple versions of the same document or file.

5. Availability
Your ability to access or use our Portal Service may from time to time be interrupted, limited, restricted, or prevented as a result of maintenance, upgrades and repairs, problems with the Internet, or the failure of telecommunications links or equipment. Gullone Group shall have no liability for any inability to use the Portal Services which is caused by you or any of your hardware, software, or systems. We may at any time modify the Website/s or the Services; including without limitation, making modifications to appearance, functionality, presentation of data and information, manner of access or use, or the addition or deletion of information or links to other websites.

6. Private and Confidential Information
a. We will adhere to the provisions of our current “Privacy Policy”, as outlined below at 6.1.

b. If it has actual knowledge, we may choose to notify you of leaks or exposure of private data. We are not required to provide such notification, except to the extent required by law. You may not rely on Gullone Group to monitor for leaks, breaches or exposure of private data via the Services.

c. You must employ reasonable internal security precautions in your use of our Website/s, Portal and Services.

6.1 Privacy Policy

At Gullone Group we have always been committed to maintaining the trust and confidence of our visitors to our Website and Portal service. In particular, we want you to know that Gullone Group is not in the business of selling, renting or trading email lists with other companies and businesses for marketing or any other purpose. We just don’t do that sort of thing. In this Privacy Policy, we’ve provided lots of detailed information on when and why we collect your personal information, how we use it, along with how we keep it secure.

By using our Website/s and/or Portal, you are accepting the terms of this Privacy Policy.

Personal Data
You will be asked to provide us with Personal Data which may include your name, email address and other contact details when you:
• Become a Registered User of Portal service
• Become a client
• Send us contact information
• Send us support requests

We will only use information held about you for the following purposes:
• To understand usage patterns and improve our Website/s and Portal
• To allow us to troubleshoot, and improve our Website/s and Portal
• To better communicate with you by responding to your requests
• To inform you of news and updates with regards to our Website/s and Portal through email
• To notify you about changes to our Website/s and Portal
• To market to you regarding special offers, price changes and events that may be scheduled
• To verify credentials and prohibit scamming, phishing and attempted cyber penetrations of our servers

Anonymous Usage Information
We do not collect any personally-identifiable information and we do not collect any information stored in our Website/s, except for information stated above. Should you have any questions about the anonymous usage information that we collect, please contact us and we’ll be happy to answer any questions you might have. Please note, due to the fact that none of the usage data we collect can be personally-identified, we are unable to process any requests to remove information which may have previously been submitted as we cannot identify any individual user data.

HTTPS — Secure Website Traffic
All of our website traffic is served over https, this includes our Website/s and our Portal.

Financial Information
We do not collect or hold any financial information on our web servers.

Website Cookies
Our websites use cookies to collect information.  This includes information about browsing and purchasing behaviour by people who access our websites.  The main purposes for the use of cookies is to keep you logged into our Portal.

If you want to disable cookies you need to change your website browser settings to ignore cookies. You can also delete stored cookie information via your browser settings. For example in Safari on the Mac you simply go to Preferences > Advanced > "Manage Website Data…". You can search for "gullone.com" within the "Manage Website Data" sheet that appears and delete the cookie from there.

You control your Information
If you would like us to delete any information we hold on you, contact us with your request. To remain a Registered User of the Portal we will need your full name and a valid email address as a minimum. When your registration to our Portal ends or is terminated, and you do not wish to renew your registration, we can delete all the information held on you by us, at your request.

7. Protecting your username, password and access details
a. Unless you take adequate security precautions, it could be possible for an unauthorised person to gain access to your Services. It is important to take all reasonable precautions to ensure your username, password and access details are not misused, and remain secure and confidential. In particular. you:
(1) must not tell anyone your username or password or access details, including family members or business colleagues;
(2) must not let anyone else, whether acting as an agent, representative or not, access your Services using your username, password and access details;
(3) must be extra careful when accessing Services from public computers; and
(4) must follow the password setting policies contained within the Portal at all times.

b. If you think anyone else might know your password you should reset your password from within your Portal Account, or contact us as soon as possible to arrange a new password or access rights.

c. You agree to be liable if your login details are used by an unauthorised person.

8. Other responsibilities you have as a User
a. No interference with our Website/s or Services – You will not:
(1) interfere with the operation of our Website/s or Services or overload our systems;
(2) reverse-engineer, reverse-assemble, decompile, or otherwise attempt to discover source code, formulas or processes in respect of the software behind our Website/s or Services; or
(3) copy, reproduce, alter, modify, create derivative works, or publicly display, any part of any content from our Website/s or Services except where we have given you permission.

b. Cooperation and sub-account authority in relation to Registered Users – You:
(1) must do all things we consider appropriate to enable us to fulfil our obligations to Registered Users in relation to our Website/s or Services; and
(2) authorise us to give a nominated user or other person any authority, consent or instruction in respect of your Portal Account, our Website/s or Services, to enable us to provide the our Services to you.

c. Adding Registered Users – You, as duly authorised and registered with Gullone Group as a authorised representative, can add other Users to the Service by contacting us and authorising us to do so. Their use of, and access to your Master Portal Account or Services is subject to these Terms. We we suggest that you provide them with a copy or access to this web page. You are responsible for their access and use of our Website/s or Services as it relates to your Master Portal Account or sub-account/s. You can stop their access by removing them from your Registered User list by contacting us in writing or via email.

d. Change of details – You, as duly authorised and registered with Gullone Group, must let us know of any changes to your details which you have provided to us in relation to your Registered User's Portal Account or Services and provide any proof or authorisation of the change we require.

9. Warranty Disclaimers & Limitations of Liability
a. THE SERVICES ARE PROVIDED TO YOU “AS IS, WITH ALL DEFECTS” AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. GULLONE GROUP EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES CONCERNING THE SERVICES, AND THE ACCURACY OF THE INFORMATION AND CONTENT AVAILABLE THROUGH THE USE OF THE SERVICES. GULLONE GROUP EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES THAT (I) THE SERVICES WILL OPERATE IN OR BE PROVIDED IN AN ERROR FREE OR UNINTERRUPTED MANNER; (II) THE WEBSITES AND THE ONLINE SERVER THAT MAKES THE WEBSITES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS; (III) THE SERVICES WILL SATISFY YOUR REQUIREMENTS; (IV) THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (V) GULLONE GROUP WILL PREVENT THE UNAUTHORISED DISCLOSURE OF, UNAUTHORISED USE OF, UNAUTHORISED ACCESS TO, MISAPPROPRIATION OF, LOSS OF, OR ALTERATION OF ANY DATA OR INFORMATION; OR (VI) ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED. GULLONE GROUP DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE USE OF THE SERVICES WILL SATISFY, OR ENABLE YOU TO SATISFY, THE REQUIREMENTS OF ANY GOVERNMENT AGENCY, ASSOCIATION, OR OTHER ORGANISATION. NOTHING IN THIS AGREEMENT OR IN ANY ORAL OR WRITTEN DESCRIPTION OF THE SERVICES SHALL CONSTITUTE A REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICES.

b. GULLONE GROUP SHALL NOT BE LIABLE TO YOU FOR HARM CAUSED BY OR RELATED TO THE SERVICES OR YOUR INABILITY TO UTILISE THE SERVICES. GULLONE GROUP SHALL NOT BE LIABLE TO YOU FOR LOST PROFITS, INDIRECT, SPECIAL OR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

c. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF GULLONE GROUP UNDER ANY THEORY OF LAW SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU DURING FOR ONE MONTH (ON A PRO RATA BASIS) PRIOR TO THE OCCURRENCE OF THE EVENT(S) GIVING RISE TO THE CLAIM.

d. Gullone Group does not control and has not reviewed the websites run by Gullone Group’s customers or linked to Gullone Group’s websites. With the exception of its own website, Gullone Group is not responsible or liable for the content or practices of any website, including without limitation websites linked to the Gullone Group websites and websites hosted by Gullone Group but run by its customers.

e. Gullone Group’s limitations and exclusions of liability and disclaimers of warranty, set forth in this Section and elsewhere in this Agreement, (collectively, the “Limitations”) apply equally to Gullone Group’s officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies. You acknowledge and agree that Gullone Group has set its prices and entered into this Agreement in reliance upon the Limitations, and that the Limitations form an essential basis of the bargain between Gullone Group and you. The Limitations survive and apply even if your remedies provided in this Agreement are found to have failed of their essential purpose.

10. Indemnity
You shall defend and indemnify Gullone Group (including its officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies) from a claim by any third party arising out of or related to your use of, misuse of, or failure to use the Services, including without limitation: (a) alleged conduct by you that would breach this Agreement, including alleged infringement of intellectual property or privacy rights and other AUP violations; (b) security breaches or other alleged faults in the Service, including without limitation faults leading to the release or exposure of personally identifiable information or other private data (whether such data belongs to you, to one of your customers, or to other third parties); or (c) any action taken by Gullone Group as part of an investigation into a suspected violation of this Agreement or as a result of its conclusion that a violation has occurred. Such obligation of yours includes payment of losses, expenses, damages, and costs, including without limitation attorneys’ fees.

11. Miscellaneous
a. Title and intellectual property rights to the Services and all components thereof are owned by Gullone Group and its licensors and suppliers. All hardware and Internet Protocol addresses provided by Gullone Group are licensed to you temporarily and remain Gullone Group’s sole and exclusive property. The logos, service marks, and trademarks (collectively, “Trademarks”) displayed on Gullone Group’s websites and through the Service, whether or not registered, belong to Gullone Group and its licensors and suppliers. Gullone Group may include your name in any list of customers used for marketing or promotional purposes.

b. You are responsible for maintaining the confidentiality of your usernames and passwords, you accept full responsibility for any actions taken by a person using your usernames or passwords whether authorised by you or not, and you will not transfer or sell to any third party such usernames, passwords, or your access to the Service.

c. No remedy of Gullone Group provided in this Agreement for late payment, declined credit card charges, or other breaches will limit any other right or remedy of Gullone Group at law or in equity.

d. This Agreement has been prepared in English, and English is the controlling language with respect to all matters concerning this Agreement. Any and all notices or communications related to this Agreement must be in English.

e. Except to the extent that this Agreement provides that such communication will be made through your account portal page, all written communications to you will be deemed delivered if sent to the contact points provided to Gullone Group at the time of order, or to such other contact points as you provide in writing. You must include a valid e-mail address as one of your contact points. All written communications regarding legal notices to Gullone Group must be mailed by certified mail or sent via a nationally-recognised carrier which provides proof of delivery (e.g., Australia Post) to Gullone Group Pty. Ltd. Level 27, 101 Collins Street, Melbourne VIC. 3000 Australia, unless Gullone Group notifies you in writing of alternate contact information.

f. Gullone Group may revise this Agreement, including the AUP and the Privacy Policy, from time to time by posting a new version on the Gullone Group Websites. If you are already under a prior version of this Agreement the revised terms will become effective 30 days after posting thereof, otherwise the revised terms are effective immediately. You waive any right to notice of revised terms other than through the Gullone Group websites, and such waiver will remain in force even if Gullone Group does provide notice by e-mail or another medium. (Your continued use of the Services after any posted revision will confirm acceptance of revised terms.) Notwithstanding the foregoing, revisions to the AUP and Privacy Policy will become effective upon posting thereof. This Agreement may not be revised or amended in any other way, except through a written contract executed by authorised representatives of both parties.

g. This Agreement shall be governed by the laws of the State of Victoria in Australia. For the purpose of resolving conflicts related to or arising out of this Agreement, you expressly agree that the venue shall be exclusively in the State of Victoria in Australia. You hereby consent to the exclusive jurisdiction of the federal and state courts in the State of Victoria in Australia, and expressly waive any objection to personal jurisdiction, improper venue and/or convenience of such forums. You and Gullone Group specifically disclaim application of the United Nations Convention on the International Sale of Goods, 1980.

h. Pursuant to the Broadcasting Services Amendment (Online Services) Act 1999, or other applicable Acts, Gullone Group hereby notifies you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information regarding providers of such protections may be found on the Internet by searching “parental control protection” or similar terms.

i. No delay, failure, or waiver of Gullone Group’ exercise or partial exercise of any right or remedy under this Agreement will operate to limit, impair, preclude, cancel, waive, or otherwise affect such right or remedy. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement.

j. In the event of any conflict between this Agreement and any ordering document, this Agreement will govern.

k. You may not assign this Agreement or any of your rights or obligations hereunder without Gullone Group’s express written consent, and any attempt at such a prohibited assignment is void. This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.

l. In the event any portion of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity or enforceability of the remainder of this Agreement.

m. This Agreement, including those documents incorporated by reference, embodies the entire and exclusive agreement between the parties with respect to its subject matter, and supersedes all prior agreements, negotiations, representations, and proposals, written or oral, relating to its subject matter.