TERM AND TERMINATION You hereby acknowledge and agree that the Agreement shall come into force on the date you first use the Themed Group Website and accept provisions contained in the Agreement and will remain in force and effect until terminated in accordance with the Agreement.
The Company may (a) suspend your rights to use and operate the Themed Group Website, and/or (b) terminate the Agreement, at any time for any reason at the Company’s sole discretion with or without notice to you, including if the Company believes you have violated any provision of the Agreement. Without limiting the foregoing, the Company reserves the right to terminate its contractual relationship with any Themed Group Website user who repeatedly infringes upon third party copyright rights.
Upon termination of the Agreement, your right to use the Themed Group Website will automatically and immediately terminate. You understand that any termination of the Agreement may involve deletion of your content from the Themed Group Website and the Company’s databases.
Any termination of this Agreement (howsoever occasioned) shall not affect any accrued legal rights, obligations and liabilities of either you or the Company, nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after any such termination.
INDEMNIFICATION You agree to defend, indemnify and hold harmless the Company, its directors, employees, agents, independent contractors, service providers and consultants, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to any part of content you provide to the Company or post to, store or otherwise publish on the Themed Group Website or your use of or inability to use the Themed Group Website, including without limitation any actual or threatened suit, demand or claim made against the Company and/or its directors, employees, agents, independent contractors, service providers and consultants, arising out of or relating to (a) your or your customers’ content or conduct, or (b) your violation of the Agreement, or (c) your violation of the rights of any third party.
DISCLAIMERS EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY THE COMPANY, THE THEMED GROUP WEBSITE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE COMPANY USES THIRD PARTY VENDORS AND HOSTING PARTNERS TO PROVIDE THE NECESSARY HARDWARE, SOFTWARE, NETWORKING, STORAGE, AND RELATED TECHNOLOGY REQUIRED TO RUN THE Themed Group WEBSITE. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE Themed Group WEBSITE, THE COMPANY DOES NOT REPRESENT OR WARRANT THAT CONTENT FOUND ON THE Themed Group WEBSITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE Themed Group WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. THE COMPANY SHALL NOT BE RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS FOUND ON THE Themed Group WEBSITE, INCLUDING RELATING TO PRICING, TEXT OR PHOTOGRAPHY.
LIMITATION OF LIABILITY IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE Themed Group WEBSITE OR OF CONTENT OWNED BY ANY Themed Group WEBSITE USER (INCLUDING YOU), INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE COMPANY OR THE Themed Group WEBSITE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE Themed Group WEBSITE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY, ITS DIRECTORS, EMPLOYEES OR AGENTS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE Themed Group WEBSITE, EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO THE COMPANY TO OPERATE THE Themed Group WEBSITE UNDER YOUR OWN BRAND NAME.
GENERAL PROVISIONS Entire Agreement. The Agreement, as well as any policies incorporated herein by reference, constitute the entire agreement between you and the Company with respect to the subject matters hereof and supersedes all prior discussions and agreements (whether in writing or oral) between you and us with respect to such subject matters (including any prior license agreements or terms of service).
Changes to This Agreement. Company reserves the right to change this Agreement as we may deem necessary from time to time or as may be required by law. Any changes will be immediately sent to you via email provided by you and you are deemed to have accepted the terms of the Agreement on your first use of the Themed Group Website following any such changes.
Contractual Relationship. This Agreement does not create a partnership, agency, or employer-employee, or similar relationship between the Company and you. You do not have authority to enter into written or oral — whether implied or express — contracts on behalf of the Company. You acknowledge that the Company does not, in any way, supervise, direct, or control your actions or operation of the Themed Group Website.
Waiver. The Company’s failure to exercise or enforce any right or provision of the Agreement shall not operate as a waiver of such right or provision.
Assignment. The Company may assign, transfer or otherwise dispose of the Agreement in whole or in part or any of our rights hereunder in connection with a merger, acquisition, reorganization or sale of all or substantially all of our assets, or other operation of law, without your consent. The terms and conditions of the Agreement shall be binding upon assignees.
Severability. If any provision of the Agreement is, for any reason, held to be invalid or unenforceable, (i) the other provisions of the Agreement will be unimpaired, and (ii) the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Notices: Consent to Electronic Notice. You consent to the use of (a) electronic means to execute this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your operation of the Themed Group Website. Notices hereunder shall be invalid unless made in writing and given (a) by the Company via email (to the email address that you provide), or (b) by you via email to firstname.lastname@example.org or to such other email addresses as the Company may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
Applicable Law and Venue. The Agreement and your use of the Themed Group Website shall be governed by and construed in accordance with the laws of the Commonwealth of Australia without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction.
Should a dispute arise between you and the Company, the Company’s goal is to provide you with a neutral, amicable, quick and cost-effective means of resolving any dispute. Accordingly, you and the Company hereby agree that you and the Company shall first attempt to resolve any claim, dispute or controversy at law or equity that arises out of these Agreement in an amicable way prior to submitting any such claim, dispute or controversy to the jurisdiction of courts in accordance with the last paragraph of the present section (below).
You agree to submit to the personal jurisdiction of the courts located within Queensland, Australia for the purpose of litigating all claims or disputes. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect our intellectual property rights in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. In any action of any kind relating to this Agreement, the prevailing party shall be entitled to collect reasonable attorneys’ fees and costs from the non-prevailing party in addition to any other recovery to which the prevailing party is entitled.