a. HotFoot Media/HotFoot/HotFoot TV/Publisher/we/us/our means HotFoot Media Pty Ltd ABN NSW 2256, Australia.

Transcription

1 HotFoot Media Pty Ltd - Terms and Conditions 1. DEFINITIONS a. HotFoot Media/HotFoot/HotFoot TV/Publisher/we/us/our means HotFoot Media Pty Ltd ABN NSW 2256, Australia. b. Claim means any claim, demand, cause of action, suit, liability or proceeding of any nature whether actual or threatened. c. HotFoot Membership means a HotFoot.com.au membership obtained by completion of the HotFoot account registration process at or through the purchase of one of our Packages. d. Loss means any liability, cost, expense, loss or damage and in relation to a Claim, includes amounts payable on a Claim (whether or not the Claim is successful) and legal costs and expenses on a lawyer/attorney and own client basis. e. Members /Advertisers / clients means those people/businesses who contract with us to create Videos for them or who purchase a Membership, Package or Print Advertising. f. Membership means either or both of a Free Membership or a Paid Membership as the case may be. g. Package means a one of our advertising packages, including HotFoot video packages, membership and publication advertising in print or digital format. h. Paid Membership means a paid HotFoot Membership obtained by completion of an application by hand, over the phone or online at: or through purchase of a Package. i. Deal Showcase Videos means the high quality promotional deal showcase videos created by HotFoot Media for our Members. j. Services means our services supplied in conjunction with and ancillary to the Deal Showcase Videos, HotFoot Membership, Publication Advertising including our Website, our Publication and the interactive environment provided by HotFoot Media that enables users of our Website to view Videos, use HotFoot.com.au and upload responses and feedback (";interactive services"). k. Terms mean these Member terms and conditions of sale. l. Website means m. Website Terms means the general website terms and conditions located at n. You/your means each of our Members. 2. BINDING CONTRACT a. These Terms form a contract between us. They apply to your Membership, the sale of Videos, the sale of Packages, the sale of Publication Advertising and the supply of our Services, to the exclusion of any other terms. By becoming a Member and using our Services, you agree to be bound by these Terms, the Website Terms and the HotFoot Media Privacy Policy ( as applicable and any other terms notified to you by HotFoot Media.

2 b. The Website Terms and our Privacy Policy are incorporated into and form part of these Terms. c. We reserve the right, at our sole discretion, to change our Website, Services and these Terms at any time and without prior notice. It is your responsibility to check the "Last Updated" date at the top of these Terms. By continuing to access or use our Website or Services after we have changed these Terms, you are indicating that you agree to be bound by the changed Terms. If the changed Terms are not acceptable to you, your only recourse is to cease using our Website and Services. d. We will not change our Membership prices contained in valid quotes or during your current Membership subscription. We will not change the prices for Packages contained in valid quotes or which have already been accepted by you. 3. MEMBERSHIPS AND PLACING ORDERS a. Details of each Membership category are as published on our Website from time to time. b. Applications for Membership can be made via our Website or by telephone or in writing (including ). c. You must provide true and accurate information when completing the Membership account registration and Membership application processes. You must not share your Membership details with any third party. d. Free Membership enables you to create a profile page, upload coupons, sales & promo codes, view Videos and upload responses and feedback to the interactive service. e. If we accept your application for Paid Membership, HotFoot Media will provide you with additional Services, and charge you for them, in accordance with the Membership category you choose. f. Memberships are for 12 months only. g. We reserve the right to accept or reject any Membership application or order for a Package placed by you. We will communicate any non-acceptance of a Membership application or order within 1 week of your application or receipt of your order. 4. PRICING a. For Membership applications completed online via our Website, Membership prices are as published on our Website and are current at the time of display. b. The prices for Membership applications and purchase of Packages are otherwise as set out in the quotes provided by us. Quotes are valid for acceptance for one month from the date of quote unless otherwise specified. c. If a shoot for a Video is required outside of any metropolitan area, then we reserve the right to oncharge to you any out-of-pocket expenses which we incur as a result. We will obtain your prior approval before incurring any such expenses. Any out-of-pocket expenses will be passed on to you at cost. Invoices for out of pocket expenses must be paid by you within 7 days after the date of our invoice. d. Unless otherwise stated, all prices displayed on our Website or in our quotes are exclusive of goods and services tax. If it is a legal requirement in the jurisdiction in which you are a resident, any taxes will be payable in addition. 5. INVOICING & PAYMENT TERMS

3 a. The terms for invoices are strictly Seven (7) Days from the date on the invoice. An administrative fee of $20 per month will apply for all accounts that fall over 30 days. b. Advertisers may pay by credit card or electronic transfer of funds. HOTFOOT MEDIA PTY LTD reserves the right to process the credit card for payment as required to achieve a successful outcome in the event that the original processing transaction is unsuccessful. The Advertiser acknowledges that it is solely responsible for any charges or fees associated with insufficient funds or any other such charge relating to the collection of payments and that HotFoot Media will recover these costs from the client. c. HOTFOOT MEDIA PTY LTD reserves the right to make changes to the prices at any time, on 30 days notice to the Advertiser. d. Unless otherwise specified advertisers will be billed monthly in advance. An administrative fee of $20 per month will apply for all accounts that fall over 30 days. e. At the completion of each 12 month advertising period HOTFOOT MEDIA PTY LTD will automatically apply a CPI increase to the ongoing cost of advertising. This amount will be 4% or CPI whichever is the higher. This amount will be applied at the commencement of each new 12 month advertising period. HOTFOOT MEDIA PTY LTD is NOT required to notify advertisers of this increase. f. Advertisers are required to pay by credit card or electronic transfer of funds. HOTFOOT MEDIA PTY LTD reserves the right to process the credit card for payment as required to achieve a successful outcome in the event that the original processing transaction is unsuccessful. The Advertiser acknowledges that it is solely responsible for any charges or fees associated with insufficient funds or any other such charge relating to the collection of payments and that HotFoot Media will recover these costs from the client. g. Advertisers will be invoiced from the date that their advertisement is scheduled to go on line. Any delays, caused by the advertiser, that result in a delay placing their advertisement on line is not cause for a delay in invoicing. Where HOTFOOT MEDIA PTY LTD is responsible for a delay in placing the advert on line the date invoicing commences may be delayed. Examples of delays that may be caused by the advertiser include delays in supplying artwork, material, pictures and signoff. This list is not meant to be exhaustive. h. 6. PUBLICATION ADVERTISING a. Cancellation Policy i. Cancellation must be received in writing or by . Cancellation will NOT be accepted after the booking deadline. Where an advertiser cancels a booking they will be back charged at the rate consistent with their ad campaign frequency, including all loadings and the cost of any advertorial and copywriting. Where the advertiser cancels a promotional offer they will be back charged at the rate card rate along with all loadings and extras. eg If after 1 issues of a 3 issue booking the client cancels their remaining adverts then the price of the first 1 ad will be adjusted to be the casual ad rate plus loadings despite any agreement to the contrary. This applies whether the advertising campaign is part of a special promotion or a standard campaign. On cancelling any value adds such as upsizes, advertorials, additional adverts or online advertising must be paid for. b. Artwork i. Artwork and booking deadlines can be found at an advertiser at any time fails to supply copy within the deadline, it is understood and agreed that the last copy supplied (if available) will be repeated. The Publisher reserves the right to charge the full rate for advertising space that has been booked but where no artwork is forthcoming.

4 i Advertisements are positioned entirely at the discretion of the Publisher, unless loadings are agreed and charged. iv. No guarantee is given on tonal colour reproduction. The Publisher reserves the right to change the colour due to mechanical requirements of publishing. Exact tones of grey and black are not guaranteed. v. Where advertorial coverage is a part of an advertisers advert booking the editor has sole discretion on the final advertorial content and layout. All advertising charges must be paid regardless of the content of advertorial copy. vi. Editorial style advertisements are required to be distinguishable as advertising and / or the word Advertisement placed at the top of the advertisement or page. v Where advertorial content is not received by HotFoot Media by the due date HotFoot Media will cancel the advertorial. The advertiser will no longer be entitled to the advertorial. vi material is accepted on the understanding that it is ready for production and delivered on or before the deadline. Work undertaken to make good late copy, including typesetting, is subject to charges according to the work performed. Charges will be at $85 +gst her hour. When material is overdue or not received, the Publisher reserves the right to repeat a previous advertisement and the client accepts that they will pay for the advertisement. ix. Absolutely no responsibility is accepted for errors contained in artwork that is supplied by outside designers, including dropped links, and poor image quality. It is the responsibility of the advertiser to ensure their designers meet HOTFOOT MEDIA PTY LTD s technical specifications. HOTFOOT MEDIA PTY LTD DOES NOT accept artwork created in Corel Draw, Power Point, Microsoft Word or Publisher. The cost of converting artwork supplied in these formats will be charged to the advertiser. c. Publication Bookings and disputes i. receipt of finished artwork, advertising material, , text or letter confirming a booking, constitutes an advertisement booking, and as such, the terms and conditions outlined on the website apply. Advertisements booked are accepted as being authorised by the Principal and that the advertiser and the signature appearing on the Booking is that of the authorised person within the company. As such the company will be held liable for all costs and expenses incidental to this order including administration, debt collection and legal costs. i If the Advertiser at anytime exceeds HOTFOOT MEDIA PTY LTD s payment terms and as a result is passed on for collection and or legal action HOTFOOT MEDIA PTY LTD may place a default against the Advertiser with a credit reporting agency. iv. HOTFOOT MEDIA PTY LTD reserves the right to reject or cancel any advertisements without explanation. v. While every effort will be made to publish as instructed, HOTFOOT MEDIA PTY LTD accepts no liability for any loss arising from failure of the advert / advertorial to appear in full or in part or from any errors within the advertisement / advertorial or from an incorrect placement of the advertisement /advertorial. vi. It is the responsibility of the advertiser to check artwork designed by HOTFOOT MEDIA PTY LTD carefully and to request changes expeditiously. It is not the responsibility of HOTFOOT MEDIA PTY LTD to chase approval - this rests firmly with the advertiser. Where authorisation / approval of artwork has not been received by the notified date the advert / advertorial will be deemed to be ready for publication. v Advertisements booked are accepted on the basis that any disputes regarding the advertisement and its appearance are raised with HOTFOOT MEDIA PTY LTD, in writing, within 7 days of the advert being published or going live. Full advertising charges will be sought by HOTFOOT MEDIA PTY LTD, regardless of claims brought up outside this time frame. 7. VIDEO PRODUCTION AND ADVERTISING a. BOOKING FILM SHOOTS i. No arrangements will be made to produce a HotFoot Video before any payment due is received, unless agreed in writing.

5 i iv. For online Membership applications via our Website, the estimated timeframe to shoot your HotFoot Video will either be as published on our Website or as we otherwise inform you. For all other Membership applications, we will inform you of the estimated timeframe to shoot your HotFoot Video as set in our quote, or at the time of acceptance of your application, as relevant. You must make yourself available within those estimated timeframes. v. All components of a Package must be filmed within 12 months from the date of placement of your order. We reserve the right to not supply you with any part of a Package, which is not filmed within 12 months from the date of placement of your order, which results from your failure to arrange a shoot within that timeframe. vi. v vi Lead times to book a shoot for your Package will vary depending on your location, the location of the required shoot and our existing commitments. We will provide you with our current lead times on request. It is your obligation to ensure that you book all shoots for the components of your Package within 12 months from the date of placement your order. We will use best endeavours to ensure that we are available for filming within our estimated timeframes (for Membership HotFoot Videos) and at the times that you book shoots (for Packages). However, shoots may be delayed by circumstances outside of our reasonable control, including transport and/or accommodation shortages, accidents and breakdowns of filming equipment. You acknowledge that we are under no liability or obligation for any failure to be available as a result. If a shoot is delayed, will let you know as soon as possible and make new arrangements for the shoot. b. HOTFOOT VIDEOS INTELLECTUAL PROPERTY AND CONTENT i. If you would like us to create a HotFoot Video for your business (which includes each HotFoot Video included in a Package), you: 1. must have a current Membership; 2. agree that while we will seek to accommodate your reasonable requests, we have full directorial and editorial control over the content of the HotFoot Video; and 3. must provide us with any reasonable access and assistance we require to create the HotFoot Video. i iv. We own all rights and property (including copyright) in the HotFoot Videos that we create and we may use, modify, distribute and exploit those HotFoot Videos without restriction, including by publishing them via our Website and distributing them to third parties. Free Membership only entitles you to view a HotFoot Video created for you through the interactive service. If you purchase a Package, or have a current Silver category or higher category Paid Membership, you are entitled to broader usage and distribution rights as set out at or set out in these Terms or as authorised by us in writing. If you have purchased a Package, we grant you a limited, non-exclusive, non-transferable licence to use any completed parts of the Package in the ordinary course of your ordinary business. This licence will automatically terminate, if you breach these Terms, default in any payment or if an Event of Default occurs. If this licence is terminated, we may, in our sole discretion, reinstate this licence if the relevant breach, payment default or Event of Default is rectified.

6 v. You grant us a perpetual, worldwide, non-exclusive, non-transferable and royalty-free licence to use any of your trademarks, branding, logos and other intellectual property rights in the creation of a HotFoot Video for you. vi. v We own or licence all HotFoot Videos and other content forming part of our Services ("Content"). You do not have any right, title or interest in any Content except as set out in these Terms. If you upload any responses, feedback or other Content to the interactive service, you retain your ownership or licence of that Content and you: 1. warrant that the Content will not breach any laws or infringe the rights of third parties and that you have the right to upload the Content; 2. grant us a non-exclusive, worldwide, royalty-free and irrevocable licence to use, copy, modify, distribute and further licence the Content in connection with our Services; and 3. must ensure that the Content is not inappropriate, offensive, defamatory, pornographic or sexually explicit, violent or graphic, unlawful or otherwise contrary to the intended use of our Services. vi ix. We exclude all liability for Content uploaded by you or third parties. We grant you a limited, non-exclusive, non- transferable licence to use Content (other than Content you upload) as necessary to use our Services in accordance with your Membership. x. We may in our sole discretion and without notice, remove Content from our Website and interactive services at any time. We will not however remove your HotFoot Video during the currency of your Membership subscription period, provided you are not in breach of these Terms. xi. If you or we terminate your agreement, we do not have an obligation to return to you any Content, including but not limited to any responses, feedback or reviews. 8. COUPON / SALE / DEAL OR PROMO CODE SUBMISSIONS a. To add coupons to our site, you must first become a HotFoot.com.au member. HotFoot Media, at its own discretion, may bar registration from any specific service or ISP. Any coupon posted to our site expresses only the views of the author of the coupon and does not necessarily reflect the views of HotFoot Media or any person or entity associated with it. While HotFoot Media may use moderators and administrators to monitor the content and appearance of coupons posted to the site, you acknowledge that HotFoot Media is under no obligation to do so. Considering the real-time nature of this site, it is impossible for us to monitor or review every coupon or message. You agree that neither HotFoot Media, nor any person or entity associated with it, will be held responsible for the contents, accuracy, completeness or validity of any information posted as a coupon or coupon comment. You agree that you will not use our site to post any material, or links to any material, which is knowingly false and/or defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person's privacy, or otherwise in violation of any law. You agree you will not post promotional information for a website, entity or entity with which you are an affiliate, employee, owner, or otherwise receive any benefit from. You agree you will not post any copyrighted material without the express permission of the copyright holder, unless such copyright is owned by you or HotFoot Media b. You hereby grant HotFoot Media a perpetual, world-wide, royalty-free license to distribute copy, adapt, reproduce, transmit and otherwise use content and information you post as a coupon or coupon comment for any purpose and in any media now known or hereinafter developed. You expressly agree that we are free to use any ideas, concepts, know-how, or techniques contained in any coupon or

7 communication you send to us without compensation and for any purpose whatsoever, including but not limited to, developing, manufacturing and marketing products and services using such information c. Advertisements, referral programs, chain letters, pyramid schemes, solicitations and links to on-line gambling sites are also inappropriate on HotFoot.com.au. Any User who believes that a posted coupon or coupon comment is objectionable is encouraged to contact us immediately by clicking "flag comment" or by voting a coupon as "doesn't work". Upon receipt of such notification, we will make reasonable efforts to take such action as we deem necessary within a reasonable period of time. Since this is a manual process, you are advised that we may not be able to remove or edit particular messages immediately. HotFoot Media reserves the right to delete any coupon or comment for any reason whatsoever, at our sole discretion. You agree that you are solely responsible for the content of your coupons and comments, and that you will indemnify and hold harmless HotFoot Media and their agents and employees with respect to any claim based upon the appearance and/or transmission of 9. USE OF OUR SERVICES a. You are responsible for your use of our Services and all use of your Membership and your HotFoot account. b. In using our Services, HotFoot.com.au your Membership and your HotFoot account, you must: i. not breach any law or infringe the rights of any third party; i iv. not alter or modify any part of our Services or interfere with any features of our Services that are designed to protect users of our Services, Content or the security of our Services; not download, copy, re-sell, re-supply, distribute or commercially exploit any part of a HotFoot Video or our Services except as permitted under your current Paid Membership, or as set out in these Terms; not use any technology or means other than our Website or App for your Membership unless authorised by us in writing; v. not introduce any computer virus or other contaminant (including bugs, worms, logic bombs or Trojan horses) into our Services or use any automated software routine (e.g. bots) to access our Services; vi. v not bring us or any of our other Members or customers into disrepute; and comply with our reasonable directions in relation to your use of our Services. c. You indemnify us against all Claims and Loss suffered or incurred by us in connection with: i. your breach of any law or your infringement of the rights of a third party; i iv. your breach of any warranty that you give in these Terms; your infringement of our rights in the HotFoot Videos and Content; your access to and use of the HotFoot Videos we create and our Services and any of your acts and omissions or any directions you take or give in connection with our Services; and

8 v. any Content you upload or contribute to the interactive services, including your responses, feedback, and any trade marks, images, opinions or other materials you contribute to a HotFoot Video. 10. MEMBERSHIP SUSPENSION AND CANCELLATION a. You may cancel a Free Membership at any time for any reason by sending us an using the contact details set out at b. Accepted Memberships and orders may only be cancelled by you on terms that indemnify us for all Claims and Loss which we may suffer or incur in connection with your cancellation. You acknowledge and agree that a significant part of our costs of supply of our Memberships and Packages are incurred in advance of filming. We therefore reserve the right to recover pursuant to this indemnity, any unpaid balance of the full price for a Membership or Package, in the event of a cancellation after we have incurred costs or you have already booked the first shoot. c. HotFoot Media may cancel your Membership, a Package or any part of our Services for convenience on one month s written notice. If you have paid for your Membership in full upfront, you will receive a pro-rata refund for the outstanding portion of your 12 month s Membership subscription calculated based on the number of days from the date of cancellation until the expiry of your 12 month Membership subscription period. If you are paying for your Membership by a payment plan, you will not be required to pay any further direct debits after the date of cancellation. If you have received a Package, you will receive a pro rata refund for that part of your Package which has not yet been produced and you may use any produced parts of your Package subject to the limited, non-exclusive, non-transferable licence set out above. d. We may suspend or cancel your Membership and/or providing services to you (for example, shoots which have been booked) and/or your use of our Services immediately by written notice if: i. you do not pay any moneys payable to us by their due date for payment; i iv. you breach these Terms and the breach cannot be remedied; you breach these Terms (excluding your payment obligations) and the breach is not remedied within one month of us requiring you to do so; and an event beyond our reasonable control prevents us from providing our Services for a period of one month. e. You must immediately stop using the Member Services if you cancel your Membership or if we suspend or cancel your Membership or the use of our Services. f. If we suspend or cancel your Membership and/or providing services to you and/or your use of our Services, you may not apply for a new Membership or attempt to access and use our Services through another account. 11. LIMITATIONS AND EXCLUSIONS OF LIABILITY a. You warrant that you will not use any of our goods and services for personal, domestic or household purposes. b. If you are a consumer for the purposes of the Australian Consumer Law (ACL), you have the benefit of the consumer guarantees and other non-excludable rights set out in the ACL and all other relevant laws in any legal jurisdiction. Subject to those consumer guarantees and non-excludable rights, to the extent permitted by law: i. all representations, warranties and conditions of any kind, implied by statute, general law or custom relating to our goods and services are excluded; and

9 you acknowledge and agree that our Services are provided on an as is and as available basis and that you buy and use them at your sole risk. c. To the extent permitted by law, (including the provisions of the ACL in relation to major failures ), our liability for breach of any consumer guarantees and non-excludable rights is limited at our option to any one or more of the following: i. in the case of goods - the repair of the goods, the replacement of the goods or the supply of equivalent goods or to the payment of the costs of repair, replacement or supply of equivalent goods; and in the case of advice, recommendations, information, or other services, by supplying the advice, recommendations, information, or other services again, or to the payment of the cost of resupplying the advice, recommendations, information or other services. d. To the extent permitted by law we will NOT be liable to you: i. or to any third party for any failure to supply any of our goods and services in connection with anything that is beyond our reasonable control; or for any loss of profits, business interruptions, business down time, loss of information/data, loss of business, loss of opportunity, or any indirect, incidental or consequential losses, irrespective of how they arise. 12. DISCLOSURE AND PRIVACY NOTICE a. You agree that we may disclose details about your business such as the name of your business, business address and website, nature of your business, contact person and contact phone number to other businesses who may have a product offering that is relevant to your business. b. We will collect, use, store and disclose personal information you provide in accordance with our Privacy Policy You consent to us disclosing the personal information of a contact name and contact phone number for the purposes of the subclause above. 13. MISCELLANEOUS a. These Terms are governed by the laws in force in New South Wales, Australia. Both we and you irrevocably agree to submit to the non-exclusive jurisdiction of the Courts of New South Wales. b. HotFoot Media provides the Services from Australia. If you use our Services from outside of Australia, you are responsible for ensuring compliance with local law in relation to your Membership and your use of our Services. c. You must not assign your rights or sub-contract your obligations under these Terms without our written consent. We may assign our rights or sub-contract our obligations under these Terms without restriction. d. To the extent permitted by law, these Terms contain our entire agreement with respect to its subject matter and supersede all previous agreements, representations and discussions and you warrant you have not relied on any such agreements, representations or discussions. e. We may give you notices under these Terms in writing by any lawful means, including by hand, post, fax, and by posting on the Website. You may give us notices under these Terms in writing using the contact details set out at f. If any part of these Terms is void or unenforceable, that part is taken to be removed from these Terms and the remaining Terms continue to have full effect.

10 g. Any provision of these Terms which are expressed to or, by their nature, survive the termination of these Terms, will survive such termination.