Phone 0800 DOMAINZ (0800 366 2469)

0800 DOMAINZ (0800 366 2469)

Phone +64 4 473 4567

+64 4 473 4567

Legals

Legals

Service Terms: Discontinued Products

Domainz Ltd Standard Terms & Conditions also apply. Please read our Standard Terms & Conditions carefully as they contain exclusions of liability and also include indemnities from you to Domainz Ltd.

Managed SharePoint

Managed SharePoint

1. Upfront payment of 12-month contract is required and is non-refundable if you terminate the service before the end of the term.

2. The Monthly Payment option is a month-by-month contract, which can be terminated on one month's notice.

3. Managed SharePoint requires Internet Explorer 5.01 with Service Pack 2 or higher or Netscape Navigator 6.2 or higher. Certain Office integration option functions require Office 2003 or Office 2007. There is no integration with Office XP.

4. Pricing of this service excludes any domain name registration charges imposed by domain name registration authorities.

5. If you register a new domain name through Domainz at the same time as signing up for this service, the Product Terms of our Domain Name Registration 2006 service also apply. Please read our Domain Name Registration 2006 Product Terms carefully.

6. If your SharePoint site's data transfer exceeds the allocated amount per month, an additional fee of $0.10 per extra MB per month is charged.

7. The server space that is included with this plan is calculated by adding the monthly average of your web site storage and the monthly average of storage of all your mailboxes under this account.

8. Domainz's Standard Terms and Conditions apply. Please read our Standard Terms and Conditions carefully as they contain exclusions of liability and also include indemnities from you to Domainz.

Legacy Website Hosting Product Terms

Updated August 2014

Website Hosting Product Terms

Date: August 2014

These are the standard terms and conditions of supply of the Domainz web- hosting and certain other services offered from time to time on the Domainz Web Site at http://www.domainz.net.nz/ ("Services").

Please read these terms and conditions carefully. It is a condition of your use of the Services that you ("you") comply with these terms and conditions.

1. Terms and Amendment Procedure

1.1 Any reference in this agreement to Domainz' "Supplier" is a reference to:

1.1.1 Melbourne IT Ltd (ACN 073 716 793)("Melbourne IT"), if and to the extent that Domainz is accessing Melbourne IT's systems in order to assist Domainz to supply the Services to you; and

1.1.2 any third party service provider of Domainz, if and to the extent such third party services provider is supplying the Services to you on behalf of Domainz.

1.2 This agreement commences on the date upon which Domainz confirms to you by email or any other written medium that a Service has been activated ("Commencement Date").

1.3 The parties agree that the initial period that Domainz or its Supplier will supply the Services/s to you for the specified initial period upon Domainz' receipt of payment by you of the fees applicable to the Services for that initial period ("Initial Period Payment Confirmation"). Thereafter, the Service/s will be automatically renewed indefinitely for the same period as the period specified in the Initial Period Payment Confirmation unless you have terminated the provision of any Service/s in accordance with clause 15, upon your payment of the applicable renewal fees and charges prior to the expiry of the relevant period and subject to the terms and conditions of this agreement.

1.4 We may vary these terms (including the Acceptable Use Policy or the Privacy Policy referred to in clause 6 below), the amount we charge for any Service, or the terms of the operation of any Service, at any time by general notice on a page of the Internet referred to on the home page of our Web Site at www.domainz.net.nz. Changes other than price changes will become effective upon publication of the notice. Where we vary the prices for any Service, we will give at least 30 days notice of the change by the same means, and the new prices will apply at the end of that period.

1.5 If you use a Service after publication of any change in accordance with clause 1.4, your use will constitute acceptance of the amended terms.

1.6 Following the Commencement Date, you may at any time upgrade the Plan applicable to a Service acquired by you by written notice to Domainz in accordance with the process specified in the Initial Period Payment Confirmation ("Upgraded Service"). You agree that Domainz will supply you with the Upgraded Service in accordance with this agreement and you agree to at all times comply with this agreement in connection with any Upgraded Service (including, without limitation, paying any additional, or increased fees or charges that may apply to any Upgraded Service).

1.7 These terms constitute the agreement in its entirety and supersede all prior agreements.

2. Services

2.1 You shall at all times keep your password and log-in details secure. You agree that Domainz cannot and does not know whether you have given access to your account and to the Services to other people (whether knowingly or not). You therefore agree that you are totally responsible for:

2.1.1 when and how your account with Domainz is used (including, without limitation, if your Accounts and/or the Services are terminated pursuant to clause 15 (if applicable)); and

2.1.2 the actions of the people (if any) you allow to access, or transmit information through the systems of Domainz or its Supplier, or otherwise utilise the Services.

2.2 You agree that you are solely responsible for any of your content residing on the Supplier's servers.

2.3 All Service plans are subject to general resource and usage monitoring. The following usage items are expressedlly prohibited:

2.3.1 Any aciton or process that unreasonably consumes resources degrading the shared environment for other users is subject to review. This includes but is not limited to execution of scripts (PHP, ASP.NET, CGI/PERL, FTP, HTTP, database connections and the like).

2.3.2 Running standalone, automated server-side processes including, but not limited to any daemon.

2.3.3 Running any bit torrent application, tracker, or client.

2.3.4 Participating in the file sharing or other peer to peer sharing activity.

2.3.5 Executing any script fo longer than 180 seconds.

2.3.6 Executing any database query that takes longer than 30 seconds to complete.

2.3.7 Specifying cron tasks that execute more frequently than 300 seconds.

2.3.8 The Service plans disk space pertains only to files required for the normal operation of your website, and which are linked to in that website. Our website hosting plans are expressly prohibited from use as an online file repository.

2.3.9 Any site that uses greater than 89,000 inodes (every file on your hosting account uses 1 inode), or that create file system damage by the rapid creation of large volumes of files, will be subjected to review and possible suspension.

2.4 You agree that data transfer bandwidth usage and/or disk space usage shall not exceed the number of megabytes per month for the Services ordered by you, as published by Domainz on its website located at http://www.domainz.net.nz/ (“Agreed Megabytes”). Domainz shall monitor your usage of the Services. If data transfer bandwidth usage and/or disk space usage exceeds the Agreed Megabytes, you agree that you will be responsible for purchasing any additional data transfer bandwidth and/or disk space that may be required at your own cost and that your failure to do so may result in the Services ceasing to operate or function. In addition you also agree that if at any time your data transfer bandwidth usage and/or disk space usage exceeds the Agreed Megabytes, Domainz or its Supplier may charge you additional fees with respect to the additional megabytes used by you, suspend any and all Services, or, in the case of Domainz, terminate this agreement. In the event that any such action is taken by Domainz or its Supplier (as the context requires), you agree that you shall not be entitled to a refund of any fees paid in advance of such corrective action. You agree to accept additional charges for the transit of IP traffic above and beyond the amount specified as a limit in any Service plan. All excess data will be charged at the rate of 5.5c/MB to the nearest whole MB. These charges will fall due at the completion of the calendar month on normal trading terms of 14 days from invoice. We will provide an online interface allowing authorised users to monitor website data traffic. For any Service plan which specifies UNLIMITED hosting data transfer, should your site exceed burst (or ongoing) data transit of greater than 5Mb/sec, or otherwise degrade the network performance for other users, the account will be subject to review and possible suspension. For any Service plan which specifies UNLIMITED email accounts, should the mail boxes associated with your account exceed more than 1,000,000 aggregate messages, the account will be subject for review and possible suspension.

2.5 You agree that Domainz or its Supplier may be required to perform maintenance to maintain the continuous operation of the Supplier’s servers, which maintenance may affect the operation or functioning of the Services. We will attempt to provide you with notice of the maintenance downtime, except when circumstances beyond the control of Domainz or its Supplier prevent either Domainz or its Supplier (as the context requires) from doing so. You also agree that Domainz or its Supplier may also be required to suspend the Services, or disconnect or deny you access to the Services, in accordance with clause 15.1.2.

3. Service Level Agreements

The following provisions only apply to plans that feature a service level agreement:

3.1 We warrant that your uptime availability will be at least 99.9% ("Uptime Service Level") except where failure results from:

3.1.1 failure or malfunction in relation to any device or equipment, any software or power supply outside our control, unless caused by our wrongful act or omission;

3.1.2 your act or omission or that of a person under your direction or control;

3.1.3 scheduled maintenance completed within the agreed maintenance window;

3.1.4 a requirement, direction or any other order issued by an authority with jurisdiction over the service;

3.1.5 unauthorised or illegal access by any third party to the systems used to provide the services including hacking, cracking, virus dissemination and denial of service attacks.

3.2 The Uptime Service Level is not met if:

3.2.1 Router packet loss is in excess of 50% and is sustained for 120 seconds or more;

3.2.2 Latency across the Domainz or its Supplier IP network exceeds 120 milliseconds, for longer than 300 seconds.

3.3 As your sole remedy for failure to meet the Uptime Service Level, we will credit your account with a percentage of the monthly service fee as set out below:

Outage (in hours)Service Credit (percentage of monthly fees)
<0.7 - 7.210%
<7.2 - 14.420%
<14.4 - 21.640%
<21.6 - 28.860%
<28.880%

3.4 You must request a service credit in writing by sending us an email or facsimile. All requests must be made within 30 days of the Uptime Service Level breach occurring, and you must provide us with details of the breach claimed for verification purposes. If the breach is confirmed by us (based on our records obtained from its monitoring endpoints) to have occurred, then we will, within 60 days of your request being received, apply the relevant service credit to your account.

3.5 You will not be entitled to receive a service credit if, at the date of your request for a service credit, you are in breach of any of your obligations under these Service Terms, including the obligation to pay fees and charges.

4. Billing and Payment

4.1 You must pay for the Services in accordance with the prices and charges published by Domainz on its website located at http://www.domainz.net.nz/ (as amended from time to time in accordance with clause 1.4).

4.2 You must pay all prices and charges for the Services and other amounts incurred by you or any designated users or incurred as a result of any use of the Services (whether authorised or not) in advance, and, in accordance with the billing provisions specified in the Initial Period Payment Confirmation.

4.3 Prices and charges published on Domainz' Web Site are inclusive of any government taxes or charges unless otherwise stated.

4.4 You consent to Domainz or its Supplier obtaining a credit reporting agency report containing personal information about you (as well as information concerning commercial creditworthiness and activities) for the purpose of assessment by Domainz of an application for credit (whether commercial or personal) or for the purpose of the collection of payments that are overdue.

4.5 You agree that in the event of any action being taken by Domainz to recover any overdue amount due to it under this agreement and/or the Initial Period Payment Confirmation (as evidenced for example by, without limitation, your credit card company notifying Domainz of you disputing the payment of, or refusing to pay such charge, or where your credit card payment has been declined or reversed), any costs incurred by Domainz in recovering the debt (including, without limitation, any legal expenses (on a solicitor/client basis), collection agency charges or any other reasonable associated costs incurred by Domainz) are payable by you to Domainz and shall be recoverable by Domainz as a separate debt.

5. Cancellation

5.1 You may cancel a Service/Services in accordance with this clause 4. This clause 5 shall not apply where you terminate this agreement and cease obtaining the Services from Domainz pursuant to clause 15.6.

5.2 You may cancel a Service/s in accordance with clause 15.3. Where you cancel a Service/s in accordance with clause 15.3, you shall be required to pay Domainz the following cancellation fees:

5.2.1 if you cancel the Service/s within 30 days of the Commencement Date, or, within 30 days of the date upon which Domainz confirms by email or other written medium that the Service/s has been renewed for an additional period, as referred to above in clause 1.3 (each a “Renewal Commencement Date”), you will pay Domainz a cancellation fee equal to the Set Up Fee applicable to the Service/s, which Domainz may deduct from any payments you have previously paid Domainz with respect to the Service/s; and

5.2.2 if you cancel the Service/s at any time following 30 days from the Commencement Date or Renewal Commencement Date (as the context requires), you will pay Domainz a cancellation fee equal to:

5.2.2.1 the Set Up Fee applicable to the Service/s; and

5.2.2.2 an administrative fee which shall be either a fee of AUD$25, or, a fee equivalent to the fees payable with respect to the Services for two months, whichever is the greater, which Domainz may deduct from any payments you have previously paid Domainz with respect to the Service/s.

5.3 Where you have cancelled any Service/s pursuant to clause 5.2, subject to your payment of the applicable cancellation fee as specified in clause 5.2, and any payments required by clause 15.7, Domainz will refund you for any other payments you have previously paid to Domainz with respect to the Service/s being cancelled unless otherwise expressed to the contrary in this agreement (including, without limitation, pursuant to clauses 2.4 or 6.1).

6. Acceptable Use Policy and Privacy Policy

6.1 You agree to comply with Domainz’ Acceptable Use Policy located at http://www.domainz.net.nz/legals/acceptable-use-policy, as varied from time to time by Domainz in accordance with clause 1.4 (“AUP”). If we receive notice of, or otherwise become aware that you have failed to comply with any provision of this AUP, in addition to any other rights of Domainz under this agreement, you agree that Domainz or its Supplier may immediately take corrective action, including suspension of any and all Services, or, in the case of Domainz, terminating this agreement. In the event that any such corrective action due to a violation of the AUP occurs, Domainz shall not refund to you any fees paid to Domainz prior to such corrective action.

6.2 You agree to comply with Domainz’ Privacy Policy located at http://www.domainz.net.nz/legals/privacy-policy as varied from time to time by Domainz from time to time in accordance with clause 1.4 (“Privacy Policy”).

6.3 You agree that the AUP and the Privacy Policy form part of the terms and conditions of this agreement.

7. Supplier Agreements and Licences

7.1 You agree that Domainz or its Supplier shall maintain and control ownership of all IP numbers and addresses that may be assigned to you by Domainz’ Supplier and Domainz or its Supplier may, in each’s respective sole discretion, change or remove any and all such IP numbers and addresses.

7.2 You expressly grant to Domainz and its Supplier a licence to cache the entirety of your Web Site, including data and content supplied by you and/or third parties, hosted by Domainz’ Supplier under this agreement. You agree that you shall be responsible for obtaining any agreements and/or consents required of any third party in connection with the grant of this licence to Domainz and its Supplier. You also agree that any such caching is not an infringement of any of your intellectual property rights or any third party’s intellectual property rights.

8. Supplier’s Equipment

8.1 You acknowledge that Domainz’ Supplier is acting only as a reseller and/or provider of any hardware, software, circuit and equipment (collectively, the “Equipment”) offered to you under this agreement that was manufactured by a third party.

8.2 You agree that you shall only be entitled to use any Equipment provided by Domainz’ Supplier in connection with any permitted use of the Services as specified in this agreement or as notified to you by Domainz from time to time.

8.3 You shall not resell, transfer, export or re-export any Equipment, or any technical data derived from any Equipment, in violation of any law applicable to you.

8.4 You agree that:

8.4.1 neither Domainz nor its Supplier shall be responsible for any changes in the Services that cause Equipment to become obsolete, require modification or alteration, or otherwise affect the performance of the Services;

8.4.2 any malfunction or manufacturer’s defects of Equipment either sold or provided by Domainz or its Supplier to you or purchased directly by you used in connection with the Services will not be deemed a breach of the obligations by Domainz and/or its Supplier under this agreement; and

8.4.3 any rights or remedies you may have regarding the performance or compliance of Equipment are limited to those rights extended to you by the manufacturer of such Equipment.

9. Your Warranties

You warrant that:

9.1 you have not entered into this agreement or obtained any Services on the basis of, or in reliance on, any statement or representation (whether made orally or in writing and regardless of the medium used) made by either Domainz or its Supplier concerning this agreement or any of the Services, other than any statement or representation contained in this agreement;

9.2 you are at least 18 years of age;

9.3 you will conduct such tests and computer virus scanning as may be necessary to ensure that any data uploaded or downloaded to and from the Server of Domainz’ Supplier by you does not contain any computer virus and will not in any way, corrupt the data or systems of any person (including, without limitation, Domainz or its Supplier);

9.4 your use of the Services will not at the Commencement Date or thereafter, infringe the intellectual property or other proprietary rights of Domainz, its Supplier or any third party; and

9.5 you will otherwise at all times use the Services in accordance with this agreement (including, for the avoidance of doubt, the AUP or the Privacy Policy);

10. Our Disclaimer of Warranties

10.1 You acknowledge and agree that neither Domainz nor its Supplier exercises any control over, and accepts no responsibility for, the content of the information passing through the Supplier’s host computers, network hubs and points of presence or the Internet, nor, for any products and/or services that you may determine to offer for supply, or supply via your web site, the Internet or otherwise (“Your Products and Services”).

10.2 To the extent permitted by law, neither Domainz nor its Supplier, nor any employees, affiliates, agents, suppliers, third-party information providers, merchants, licensors nor the like (each a “Relevant Party”) of either Domainz or the Supplier, make any warranties of any kind, either expressed or implied, statutory or otherwise, relating in any way to the subject matter of this agreement, including, but not limited to, warranties of merchantability or fitness for a particular purpose, or non-infringement for the Services or any equipment provided, and all such warranties are hereby excluded.

10.3 In addition to clause 10.2, to the extent permitted by law, neither Domainz nor any Supplier, or, any Relevant Party of either Domainz or any Supplier:

10.3.1 warrant that the Services will be uninterrupted or error free;

10.3.2 warrant that the Services will be free from external intruders (hackers), virus or worm attack, denial of service attack, or other persons having unauthorised access to the services or systems of Domainz or its Supplier;

10.3.3 make any warranty concerning the results that may be obtained from the use of the Services or as to the accuracy, reliability or content of any information services or merchandise contained in or provided through the Services.

10.3.4 make any warranty as to the accuracy or quality of information received by any person via our servers and in no event will we be liable for any loss or damage to any data stored on our servers. You are responsible for maintenaing insurance cover in respect of any loss or damage to data stored on our servers.

10.4 Neither Domainz nor its Supplier shall be liable for the content or loss of any content, data or files (including, without limitation, email files, if applicable) transferred either to or from you or stored or backed-up by you or any of your customers via the Services.

11. Indemnification

You will indemnify and defend Domainz and its Supplier and all directors, officers, employees, and agents of Domainz and its Supplier (each an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable legal fees) incurred by any Indemnified Party arising out of, or relating to, Your Products and Services (if applicable) and/or the use of the Services by you, including the implementation of the AUP by Domainz, any action taken by Domainz or its Supplier in accordance with the AUP, or, any breach or violation of the AUP. Such claims shall include, but shall not be limited to, claims based upon trademark, service mark, trade name, copyright and patent infringement, trademark dilution, tortious interference with contract or prospective business relations, unfair competition, defamation or injury to reputation, or other injuries or damage to business.

12. Limitation of Liability

12.1 You agree that neither Domainz nor its Supplier shall be liable for any indirect, incidental, special or consequential damages, or loss of profits, revenue, data or use, suffered by you or any third party, whether in an action in contract, tort or strict liability or other legal theory, even if Domainz or its Supplier (as the case may be) has been advised of the possibility of such damages.

12.2 Subject to clause 11.1, you further agree that the aggregate liability of Domainz and its Supplier for any damages, losses and causes of actions whether in contract or tort (including negligence or otherwise) shall not exceed the actual dollar amount paid by you for the Service which gave rise to such damages, losses and causes of actions during the 12-month period prior to the date the damage or loss occurred or the cause of action arose.

12.3 You agree that where any statute implies any term into this agreement, and that statute avoids or prohibits provisions in a contract excluding or modifying the application of or liability under such a term, then the term will be taken to be included in this agreement. However, the liability of Domainz and its Supplier for any breach of the term will, if permitted by that statute, be limited, at our option, to the re-supply of the services again; or payment of the cost of having the services supplied again.

12.4 We acknowledge that some jurisdictions do not allow the exclusion or limitation of warranties or incidental or consequential damages, so that the above limitations or exclusions may not apply to you. In such jurisdictions, the liability of Domainz and its Supplier (and the liability of any director, officer, employee, agent, affiliate, content provider or service provider of Domainz and its Supplier) shall be limited to the greatest extent permitted by applicable law.

13. Intellectual Property

13.1 You acknowledge that all right, title and interest in any and all technology, including the software that is part of or provided with the Services and any trademarks or service marks of Domainz or its Supplier (collectively, “Our Intellectual Property”) is vested in Domainz, its Supplier and/or the licensors of Domainz or its Supplier (as the context requires).

13.2 Unless otherwise specifically provided in this agreement, you agree that you shall have no right, title, claims or interest in or to Our Intellectual Property.

13.3 You may not copy, modify or translate any of Our Intellectual Property or related documentation, or decompile, disassemble or reverse engineer any of Our Intellectual Property, to use it other than in connection with the Services, or grant any other person or entity the right to do so.

13.4 Unless otherwise specifically permitted by this agreement, you are not authorised to distribute or to authorise others to distribute any of Our Intellectual Property in any manner without the prior written consent of Domainz and/or its Supplier (as the context requires); provided, however, that nothing in this clause 13.4 shall preclude you from using Our Intellectual Property as incorporated in the Services. This clause 13.4 shall not operate to extinguish, restrict, vary, waive or affect in any manner whatsoever any right, title or interest which you may now have or hereafter acquire in, or in relation to, the third-party software that is part of or provided with the Services solely to the extent such third-party licensors publicly provide such rights, title or interest in the third-party software to you.

14. Confidential Information

14.1 You acknowledge that, in the course of the performance of this agreement, you may have access to customer information and communications, including proprietary information claimed to be unique, secret, or confidential, and which constitutes the exclusive property and trade secrets of Domainz or its Supplier ("Confidential Information"). You agree to maintain the confidentiality of the Confidential Information and to use the Confidential Information only to the extent necessary for legitimate business uses in connection with this agreement. Upon request of Domainz or on termination or expiration of this agreement, you shall return the Confidential Information of Domainz or its Supplier then in your possession to Domainz or its Supplier. Nothing in this agreement shall prohibit or limit your use of information which (a) is now, or hereafter becomes, publicly known or available through lawful means; (b) is rightfully in your possession, as evidenced by your records; (c) is disclosed to you without confidential or proprietary restriction by a third party who rightfully possesses and rightfully discloses the information; (d) is independently developed by you without any breach of this agreement; (e) is the subject of a written permission to disclose provided by Domainz and/or its Supplier (as the context requires); or (f) is required by law to be disclosed.

14.2 You agree that Domainz may disclose your account and other information in accordance with the AUP and Privacy Policy.

15. Suspension or Termination of this Agreement

15.1 In addition to any other rights of suspension under this agreement, Domainz or its Supplier may from time to time without notice to you suspend a Service, or disconnect or deny you access to any Service:

15.1.1 if you fail to comply with any provision in this agreement (including failure to pay charges due, or, for the avoidance of doubt, any provision in the AUP or Privacy Policy), or do, or allow to be done, anything which in our opinion may have the effect of jeopardising the operation of the Service, until the breach (if capable of remedy) is remedied to the satisfaction of Domainz or its Supplier (as the context requires);

15.1.2 during any technical failure, modification or maintenance involved in the Service provided that we will use reasonable endeavours to procure the resumption of the Services as soon as reasonably practicable.

Notwithstanding any suspension of any Service under this clause 15.1, you shall remain liable for all charges due at the commencement of the suspension period throughout the period of suspension.

15.2 In addition to any other rights under this agreement, you agree that Domainz may without notice to you remove, amend or alter your data upon being made aware of:

15.2.1 any court order, judgment, determination or other finding of a court or other competent body, that the data is illegal, defamatory, offensive or in breach of a third party's rights;

15.2.2 if directed to do so by the Australian Broadcasting Authority under a "take down notice", in accordance with the Broadcasting Services Amendment (Online Services) Act 1999 (as amended or replaced from time to time) if we determine (acting reasonably) that such Act applies to you; or

15.2.3 an outside party or outside device disrupting or attempting to disrupt the Services.

15.3 In addition to any other rights of termination under this agreement. Domainz may terminate this agreement and cease providing the Services to you at any time on 30 days written notice to you. You may terminate this agreement and cease obtaining any Services from Domainz, or, terminate any Service/s being provided by Domainz to you, on 30 days’ written notice to Domainz in accordance with the process specified in the Initial Period Payment Confirmation.

15.4 In addition to clause 15.3, and, in addition to any other rights of termination under this agreement, Domainz may terminate agreement and cease providing the Services to you at any time on written notice to you if Domainz has at any time suspended any Service or disconnected or denied access to any Service under clause 15.1.1.

15.5 Where Domainz supplies a Service to you through a Supplier, Domainz may terminate and replace such Supplier at any time without notice to you. Domainz will, however, endeavour to replace such Supplier:

15.5.1 with no or minimal disruption to the supply of the Services; and

15.5.2 on substantially the same terms as are set out in this agreement.

15.6 Where Domainz is unable to comply with clause 15.5.2, you may terminate your agreement with Domainz and cease obtaining any Service/s from Domainz within 30 days’ of being notified of the new terms on which Domainz intends to supply the relevant Service/s to you. Where you terminate your agreement with Domainz under this clause 15.6, Domainz will refund you any fees previously paid by you on a pro rata basis.

15.7 In addition to any other obligation under this agreement, if you terminate any Service or, either Domainz or you terminate this agreement:

15.7.1 you must pay all outstanding charges (including, without limitation, data transfer bandwidth over-usage charges and/or disk space over-usage charges) to Domainz immediately;

15.7.2 other than if the termination occurs under clause 15.6, you must pay any charges that Domainz incurs from its Supplier in relation to any charges that Domainz’ Supplier incurs in connection with migrating your data or retrieving any of your emails following termination of this agreement;

15.7.3 any licence issued to or by you in relation to the Services will cease from the date of termination; and

15.7.4 Domainz or its Supplier may delete all data from any storage media.

16. Force Majeure

Neither Domainz nor its Supplier shall be liable for failure or delay in performing its obligations under this agreement if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Services.

17. Miscellaneous

17.1 The law in force in New Zealand governs this agreement and the transactions contemplated by this agreement.

17.2 In the event it is necessary for Domainz to enforce its rights under this agreement, you agree to pay all fees incurred by Domainz (including, but not limited to, legal fees and collection agency fees)

17.3 This agreement shall be binding upon and inure to the benefit of you, your respective successors and assigns. You may not resell any Services or assign your rights and obligations under this agreement without the prior written consent of Domainz.

17.4 A provision of, or a right created under this agreement, may not be waived except in writing signed by the party granting the waiver, or varied except in writing signed by the parties.

17.5 If any provision of this agreement is held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this agreement shall remain in full force and effect.

Kickstart

Kickstart

Domainz will prepare a report based on examining Your Website against one reference Agreed Keyphrase plus Domainz will submit your website to 5 Internet based directories selected by Domainz.

KickStart Expert

Domainz will prepare a report based on examining Your Website against one reference Agreed KeyPhrase plus Domainz will submit your website to 5 Internet based directories selected by Domainz plus Domainz will provide 1 hour of consulting time to discuss search engine marketing and how it relates to your website performance.

Your use of the Services is also subject to the Domainz Website Promotion Services Terms and Conditions located below..

Link Submission Product Terms

Links High5 & Links High10

The object of Links High5 and Links High10 is for you to leverage Domainz's experience in submission of websites to search engines and Internet based directories.

Links High5

Domainz will submit your site to Google, Yahoo! and MSN plus 2 Internet based directories selected by Domainz.

Links High10

Domainz will submit your site to Google, Yahoo! and MSN plus 7 Internet based directories selected by Domainz.

Your use of the Services is also subject to the Domainz Website Promotion Services Terms and Conditions located below.

Online Marketing Services

Updated October 2013

Online Marketing Services Terms

Terms and Conditions

These are the standard terms and conditions of supply of the Domainz Online Marketing Services offered from time to time on Domainz's web site at http://www.domainz.net.nz/ (“Domainz Web Site”) and/or the Proposal (as defined in clause 1.1.2 below the "Services", each individually a "Service").

Please read these terms and conditions carefully. It is a condition of your use of the Services that you ("you") comply with these terms and conditions.

1. Terms and Amendment Procedure

1.1 This agreement comprises, in order of priority, highest to lowest:

1.1.1 the terms and conditions of this agreement; and

1.1.2 the Domainz Online Marketing Proposal ("Proposal").

1.2 This agreement commences on the date upon which Domainz confirms to you by email or any other written medium that a Service has been commenced or activated ("Commencement Date").

1.3 Domainz may change these terms and conditions either by obtaining your consent or giving you notice. The period of notice given by Domainz depends on the nature of the change. If:

1.3.1 the change will benefit you, we may make the change immediately and are not required to notify you prior to the change;

1.3.2 the change is required by law, a regulatory body or for a technical reason (including for security), we will give you a reasonable period of notice not exceeding 3 days;

1.3.3 we consider that the change has a significant and detrimental impact on our customers generally, we will give you at least 30 days notice prior to the change, and

1.3.4 for all other changes, we will also give you at least 30 days notice prior to the change. Domainz may give notice of a change by posting the new version of the Agreement on its website located at http://www.domainz.net.nz/about/policies/.

1.4 If you use a Service after publication of any change in accordance with clause 1.3, your use will constitute acceptance of the amended terms.

1.5 These terms constitute the agreement in its entirety and supersede all prior agreements.

1.6 Any reference in this agreement to Domainz's "supplier" is a reference to any third party service provider of Domainz (a "Supplier"), if and to the extent a Supplier is supplying any part of the Services to you on behalf of Domainz.

2. Services

2.1 The Services shall be provided to you from the Commencement Date for the minimum period specified in the Proposal ("Initial Period"). On expiry of the Initial Period, the contract will automatically be extended on a month by month basis ("Additional Period"). The Initial Period and each Additional Period are referred to as the "Service Period". The contract can be terminated on 30 days notice before the end of the Initial Period or Additional Period.

2.2 Prior to or upon the Commencement Date, you and Domainz shall agree on the key phrase or keyphrases (depending on the Services that you have elected to obtain from Domainz) in respect of which Domainz will provide the Services (as the context requires, depending on the Services that you have elected to obtain from Domainz "Agreed Keyphrase/s").

2.3 You agree to provide Domainz with any information, material, excerpts of or links from or to any content ("Your Web Site Information") on Your Web Site reasonably requested by Domainz, to assist Domainz with providing the Services to you.

3. Billing and Payment

3.1 You must pay for the Services in accordance with the prices and charges published on the Domainz Web Site or the Proposal (as applicable, and as amended from time to time in accordance with clause 1.3).

3.2 You must pay all prices and charges for the Services and other amounts incurred by you or any designated users or incurred as a result of any use of the Services (whether authorised or not) in accordance with the billing provisions specified on the Domainz Web Site or in the Proposal.

3.3 Prices and charges published on Domainz's Web Site or in the Proposal are inclusive of any government taxes or charges unless otherwise stated.

3.4 You consent to Domainz or its Supplier obtaining a credit reporting agency report containing personal information about you (as well as information concerning commercial creditworthiness and activities) for the purpose of assessment by Domainz of an application for credit (whether commercial or personal) or for the purpose of the collection of payments that are overdue.

3.5 Unless otherwise stated, fees are payable in advance and non-refundable.

3.6 If we have invoiced you in arrears for any Services, and you fail to pay the charges in any invoice by the due date specified in any applicable billing provisions (as referred to in clause 3.2 above) or the invoice ("Unpaid Charges"), in addition to any other rights under this agreement, Domainz may charge you interest and you agree to pay, on demand by Domainz, interest on the Unpaid Charges at the Applicable Rate from the date the Unpaid Charges became due until those Unpaid Charges are paid to Domainz in full. For the purposes of this clause, "Applicable Rate" means the Reserve Bank's Official Cash Rate (as published in the Australian Financial review at the time the Unpaid Charges become due)

3.7 You agree that in the event of any action being taken by Domainz to recover any overdue amount due to it under this agreement or the Proposal, as evidenced for example by, without limitation, your credit card company notifying Domainz of you disputing the payment of, or refusing to pay such charge, or where your credit card payment has been declined or reversed, any costs incurred by Domainz in recovering the debt (including, without limitation, any legal expenses (on a solicitor/client basis), collection agency charges or any other reasonable associated costs incurred by Domainz) are payable by you to Domainz and shall be recoverable by Domainz as a separate debt.

4. Your Warranties

You warrant that:

4.1 you have not entered into this agreement or obtained any Services on the basis of, or in reliance on, any statement or representation (whether made orally or in writing and regardless of the medium used) made by either Domainz or its Supplier concerning this agreement or any of the Services, other than any statement or representation contained in this agreement;

4.2 you are at least 18 years of age;

4.3 your use of the Services will not at the Commencement Date or thereafter, infringe the intellectual property or any other rights of Domainz, its Supplier or any third party;

4.4 you have the right to provide us with Your Web Site Information, and, if applicable, FTP Access, with respect to Your Web Site;

4.5 you will not alter, and will procure that no other person alters, any element of the textual content, content structure, graphical content and/or source code of Your Web Site, at any time during the Service Period, without Domainz's prior written consent;

4.6 neither Your Web Site nor any of the content of Your Web Site (including, without limitation, Your Products and Services (if applicable), Your Web Site Information, and if applicable, any Optimisation Changes implemented by Domainz or, by you or anyone on behalf of you)(collectively, "Your Web Site Property") will infringe the intellectual property or any other rights of any third party;

4.7 Your Web Site and Your Web Site Property will at all times comply with all laws required to be complied with by you; and

4.8 Your Website and use of the Supplier services contemplated under this Agreement complies with all relevant policies of those third parties (for example, without limitation, you comply with the Google policies in relation to use of its AdWords service).

5. Our General Disclaimer of Warranties

5.1 To the extent permitted by law, neither Domainz nor its Supplier, nor any employees, affiliates, agents, suppliers, third-party information providers, merchants, licensors nor the like (each a "Relevant Party") of either Domainz or the Supplier, make any warranties of any kind, either expressed or implied, statutory or otherwise, relating in any way to the subject matter of this agreement, including, but not limited to, warranties of merchantability or fitness for a particular purpose, or non-infringement for the Services or any equipment provided, and all such warranties are hereby excluded.

5.2 Domainz agrees to use all reasonable efforts to provide the Services to you. However, you acknowledge to, and agree with, Domainz, that nothing in this agreement shall constitute an express or implied warranty or guarantee by any Relevant Party of either Domainz or its Supplier:

5.2.1 that the Services will be uninterrupted or error free;

5.2.2 that the Services will be free from external intruders (hackers), virus or worm attack, denial of service attack, or other persons having unauthorised access to the services or systems of Domainz or its Supplier;

5.2.3 concerning the results or success that may be obtained from the use of the Services;

5.2.4 concerning any increase in revenue, profit or goodwill that may be obtained as a consequence of you using the Services (including, for the avoidance of doubt, any increase in revenue, profit or goodwill in connection with any products and/or services that you may determine to offer for supply, or supply via your web site, the Internet or otherwise ("Your Products and Services"));

5.2.5 as to the accuracy, reliability or content of any information services or merchandise contained in or provided through the Services, or, for the avoidance of doubt, any information provided by Domainz or its Supplier in any advice, report or communication to you or any other party;

5.2.6 that the provision of the Services will result in the ranking of Your Web Site improving; and/or

5.2.7 that the provision of the Services will result in an increased amount of traffic or users to Your Web Site; and/or

5.2.8 concerning any market conditions (whether favourable or not) that may be in existence at the Commencement Date will continue; and/or

5.2.9 that the provision of the Services generally, or any software utilised by Domainz to provide the Services, will not be subject to, or result in, either errors and/or delays.

5.3 You acknowledge that although Domainz may suggest Optimisation Changes to you in connection with providing the Services, Domainz cannot and does not, nor does any Relevant Party, take any responsibility for Your Web Site or Your Web Site Property. Accordingly, you agree that you shall at all times be solely responsible for Your Web Site and Your Web Site Property notwithstanding the provision of the Services to you by Domainz or its Supplier.

5.4 Without limiting the above, you acknowledge that Domainz's Services may require Domainz to use, interface with or input information into Supplier's systems (including companies such as Google and Yahoo!) and you agree that Domainz has no liability to the extent that the Supplier is unable to provide its services to you.

6. Indemnity

You will indemnify and defend Domainz and its Supplier and all directors, officers, employees, and agents of Domainz and its Supplier (each an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable legal fees) incurred by any Indemnified Party arising out of, or directly or indirectly relating to:

6.1 Your Web Site; and/or

6.2 Your Web Site Property; and/or

6.3 Domainz's role as your agent (and any action or inaction by Domainz as part of that role); and/or

6.4 any breach of this agreement by you; and/or

6.5 the use of the Services by you.

Such claims shall include, but shall not be limited to, claims based upon trademark, service mark, trade name, copyright and patent infringement, trademark dilution, tortious interference with contract or prospective business relations, unfair competition, restrictive trade practices, misleading statement, misleading or deceptive conduct, breach of contract, defamation or injury to reputation, or other injuries or damage to business.

7. Limitation of Liability

7.1 You agree that neither Domainz nor its Supplier shall be liable for any indirect, incidental, special or consequential damages, or loss of profits, revenue, data or use, suffered by you or any third party, whether in an action in contract, tort or strict liability or other legal theory, even if Domainz or its Supplier (as the case may be) has been advised of the possibility of such damages.

7.2 Subject to clause 7.1, you further agree that the aggregate liability of Domainz and its Supplier for any damages, losses and causes of actions whether in contract or tort (including negligence or otherwise) shall not exceed the actual dollar amount paid by you for the Service which gave rise to such damages, losses and causes of actions during the 12-month period prior to the date the damage or loss occurred or the cause of action arose.

7.3 You agree that where any statute implies any term into this agreement, and that statute avoids or prohibits provisions in a contract excluding or modifying the application of or liability under such a term, then the term will be taken to be included in this agreement. However, the liability of Domainz and its Supplier for any breach of the term will, if permitted by that statute, be limited, at our option, to the re-supply of the services again; or payment of the cost of having the services supplied again.

7.4 We acknowledge that some jurisdictions do not allow the exclusion or limitation of warranties or incidental or consequential damages, so that the above limitations or exclusions may not apply to you. In such jurisdictions, the liability of Domainz and its Supplier (and the liability of any director, officer, employee, agent, affiliate, content provider or service provider of Domainz and its Supplier) shall be limited to the greatest extent permitted by applicable law.

8. Intellectual Property

8.1 You acknowledge that all right, title and interest in any and all:

8.1.1 technology, including the software;

8.1.2 any documentation and material that is part of or provided with the Services; and

8.1.3 any know-how, trademarks or service marks of Domainz or its Supplier, (collectively, "Our Intellectual Property") is vested in Domainz, its Supplier and/or the licensors of Domainz or its Supplier (as the context requires).

8.2 Unless otherwise specifically provided in this agreement, you agree that you shall have no right, title, claims or interest in or to Our Intellectual Property.

8.3 You may not copy, modify or translate any of Our Intellectual Property or related documentation, or decompile, disassemble or reverse engineer any of Our Intellectual Property, to use it other than in connection with the Services, or grant any other person or entity the right to do so.

8.4 Unless otherwise specifically permitted by this agreement, you are not authorised to distribute or to authorise others to distribute any of Our Intellectual Property in any manner without the prior written consent of Domainz and/or its Supplier (as the context requires); provided, however, that nothing in this clause 8.4 shall preclude you from using Our Intellectual Property as incorporated in the Services. This clause 8.4 shall not operate to extinguish, restrict, vary, waive or affect in any manner whatsoever any right, title or interest which you may now have or hereafter acquire in, or in relation to, the third-party software that is part of or provided with the Services solely to the extent such third-party licensors publicly provide such rights, title or interest in the third-party software to you.

9. Confidential Information

You acknowledge that, in the course of the performance of this agreement, you may have access to customer information and communications, including proprietary information claimed to be unique, secret, or confidential, and which constitutes the exclusive property and trade secrets of Domainz or its Supplier ("Confidential Information"). You agree to maintain the confidentiality of the Confidential Information and to use the Confidential Information only to the extent necessary for legitimate business uses in connection with this agreement. Upon request of Domainz or on termination or expiration of this agreement, you shall return the Confidential Information of Domainz or its Supplier then in your possession to Domainz or its Supplier. Nothing in this agreement shall prohibit or limit your use of information which (a) is now, or hereafter becomes, publicly known or available through lawful means; (b) is rightfully in your possession, as evidenced by your records; (c) is disclosed to you without confidential or proprietary restriction by a third party who rightfully possesses and rightfully discloses the information; (d) is independently developed by you without any breach of this agreement; (e) is the subject of a written permission to disclose provided by Domainz and/or its Supplier (as the context requires); or (f) is required by law to be disclosed.

10. AUP and Privacy Policy

10.1 You agree to comply with Domainz's Acceptable Use Policy located at http://www.domainz.net.nz/legals/acceptable-use-policy/, as varied from time to time ("AUP"). If we receive notice of, or otherwise become aware that you have failed to comply with any provision of this AUP, in addition to any other rights of Domainz under this agreement, you agree that Domainz or its Supplier may immediately take corrective action, including suspension of any and all Services, or, in the case of Domainz, terminating this agreement. In the event that any such corrective action due to a violation of the AUP occurs, Domainz shall not refund to you any fees paid to Domainz prior to such corrective action.

10.2 You agree to comply with Domainz's Privacy Policy located at http://www.domainz.net.nz/legals/privacy-policy/, as varied from time to time ("Privacy Policy").

10.3 You agree that Domainz may disclose your account and other information in accordance with the AUP and Privacy Policy.

11. Force Majeure

Neither Domainz nor its Supplier shall be liable for failure or delay in performing its obligations under this agreement if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Services.

12. Suspension or Termination of this agreement

12.1 In addition to any other rights under this agreement, Domainz may suspend or terminate this agreement and cease providing the Services to you:

12.1.1 if you breach any term of this agreement and (if capable of remedy) fail to remedy that breach within 14 days of receipt of a notice from Domainz requiring you to remedy that breach;

12.1.2 if any of the following events occur:

12.1.2.1 you becomes insolvent or are otherwise unable to pay its debts as and when they fall due;

12.1.2.2 you (or any third party) institutes any insolvency, receivership or bankruptcy proceedings with respect to you, for the settlement of your debts;

12.1.2.3 you make a general assignment for the benefit of creditors; or

12.1.2.4 you cease to conduct business;

12.1.2.5 if requested to do so by a third party; or

12.1.2.6 Domainz has elected to cease providing the Services to you for any reason whatsoever. Notwithstanding any suspension of any Service under this clause 11.1, you shall remain liable for all charges due at the commencement of the suspension period throughout the period of suspension.

12.2 In addition to any other obligation under this agreement, if Domainz terminates this agreement:

12.2.1 you must pay all outstanding charges to Domainz immediately; and

12.2.2 any licence issued to or by you in relation to the Services will cease from the date of termination.

13. Cancellation and Exit Fee

13.1 You may cancel the Services within four business days of the Commencement Date.

13.2 Where you have cancelled any Services pursuant to clause 13.1, and Domainz will refund you for any other payments you have previously paid to Domainz with respect to the Services and this agreement shall automatically terminate.

13.3 If you cancel the Service during the Initial Period, you must pay to Domainz the "Exit Fee" within 30 days of cancellation. The Exit Fee is calculated as follows:

Exit fee = 70% * Number of unpaid months remaining in contract * monthly fee

14. Miscellaneous

14.1 The law in force in Victoria, Australia governs this agreement and the transactions contemplated by this agreement.

14.2 In the event it is necessary for Domainz to enforce its rights under this agreement, you agree to pay all fees incurred by Domainz (including, but not limited to, legal fees and collection agency fees)

14.3 This agreement shall be binding upon and inure to the benefit of you, your respective successors and assigns. You may not resell any Services or assign your rights and obligations under this agreement without the prior written consent of Domainz.

14.4 A provision of, or a right created under this agreement, may not be waived except in writing signed by the party granting the waiver, or varied except in writing signed by the parties.

14.5 If any provision of this agreement is held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this agreement shall remain in full force and effect.

Specific Additional Terms

The following specific additional terms apply to the products indicated below.

Online Marketing Services

1. You agree that Domainz may from time to time during the Service Period, propose changes to any website owned or operated by you in respect of which the Services are being provided ("Your Web Site"), including, without limitation, to suggest adjustments to Your Web Site in the event that search engine algorithms change, and which Domainz considers might assist you in improving the ranking of Your Web Site (each an "Optimisation Change", collectively, "Optimisation Changes").

2. You hereby authorise Domainz to develop a link exchange program whereby links to and from Your Web Site, and other websites and/or industry guides and/or directories, are established, and you hereby appoint Domainz as your agent for this purpose. Domainz agrees to use all reasonable commercial endeavours to ensure that Domainz does not insert links to and from Your Web Site to or from obscene, defamatory or sexually explicit websites and/or industry guides and/or directories.

3. Domainz agrees that it will not, and will not recommend that you, cloak any pages or hide same colour content on same colour background or otherwise knowingly use spam methods in an attempt to improve the ranking of Your Web Site in connection with the provision of the Services.

4. If you agree to provide Domainz with FTP (file transfer protocol) access ("FTP Access") to Your Web Site, Domainz agrees not to make any Optimisation Changes to Your Web Site, without your prior written consent to such Optimisation Changes.

5. In addition to paragraph 4, if you agree to provide Domainz with FTP Access to Your Web Site (but not otherwise), you expressly grant to Domainz a licence to cache the file and content of Your Web Site, including data and content supplied by you and/or third parties, whether or not Your Web Site is hosted by Domainz's Supplier. You agree that you shall be responsible for obtaining any agreements and/or consents required of any third party in connection with the grant of this licence to Domainz. You also agree that any such caching is not an infringement of any of your intellectual property rights or any third party's intellectual property rights.

6. In the event that you do not agree to provide Domainz with FTP Access, Domainz agrees that any Optimisation Changes will be provided by Domainz to you in writing.

7. Domainz agrees to provide you with monthly written ranking reports with respect to the Agreed Keyphrase/s ("Benchmark Report").

8. All fees are non-refundable and payable in advance.

Online Marketing Services

The object of Online Marketing Services is to provide some initial and ongoing advice in relation to Your Website based on agreed criteria.

Domainz will provide the following service deliverables:

Description
Website Audit Report Evaluates on page SEO elements. The customer will receive an overview of what current issues are found on the website.
Keyword Research Report An overview of which keywords will be optimised to rank better and get more traffic to the website.
Competitor Analysis Compares your selected keywords against three of your competitors.
Benchmark Report Benchmarking the current traffic and ranking of the website. This will be used to evaluate the success of the SEO campaign.
Enhancement Report Provides a list of Initial recommended changes to the website that Melbourne IT will implement for the customer so that Google indexes the website better leading to a better ranking for the chosen keywords.
Monthly Progress Report Reports on the monthly traffic and current ranking of the website. It will also list the pages we worked on previous month and the work we will do on the customers website in the next month.
Quarterly Audit Report Evaluates on page SEO elements. This report will provide a measure of the SEO work we have done. This includes off page work as well as resolved issues.

Domainz will continue to assess regularly during the provision of the Services, the ranking placement of the website, and identify elements which may be improved or introduced to contribute to a higher ranking placement, or any elements which are contributing to a negative impact on the website’s ranking placement and undertake Implemented Recommendations on an ongoing basis.

Domainz will also perform the following actions:

Description
Campaign Brief A discussion about your business will help form the basis of your Campaign Brief.
Approved Keywords A review of Melbourne IT’s suggested keywords for your approval.
Optimisation Strategy A discussion on the enhancement report and the suggested strategy for your campaign.
Periodic Reviews Domainz will discuss progress and strategy on an as needed basis as your campaign progresses.

Domainz will create a backup of the site prior to performing Implemented Recommendations. If you so requests, Domainz will roll-back Implemented Recommendations.

Pay-per-click Advertising

Pay Per Click Advertising Product Terms

Pay Per Click Campaign Setup and Pay Per Click Management setup

The object of PPC Campaign Setup and PPC Management Setup is to:

  • in the case of PPC Campaign Setup, allow you to test the performance of;
  • in the case of PPC Management Setup, assist you to refine your use of;

Pay-Per-Click marketing services offered by Google and Yahoo!, using the experience of Melbourne IT to assist with the process.

PPC Campaign Setup and PPC Management Setup are provided as standard where you have purchased any of Melbourne IT's standard PPC services (as described at http://www.melbourneit.com.au/website-marketing/pay-per-click-advertising). Where you have purchased PPC Campaign Setup only, certain elements of these specific additional terms will not apply to you, as specified.

Prior to or upon the Commencement Date, you and Melbourne IT shall agree on:

    • the keywords in respect of which Melbourne IT will provide the Services ("Agreed Keywords"); and
    • the budget for the campaign. Budget conditions as follow (not applicable where you have only purchased PPC Campaign Setup):
      • minimum Ad Spend contribution of AUD $800 per month. Melbourne IT charges as a commission 30% of this Ad Spend contribution amount, which is a separate fee to any account management fees.
      • 10% variance to take into account any reconciliation time as required by Google and Yahoo!
      • creating an account with Google or Yahoo! as requested;
      • agreeing on your behalf to the terms and conditions applicable to those accounts;
      • paying for any charges applicable to those accounts using the credit card information you provided to Melbourne IT;
      • adding, deleting or modifying keywords and advertising copy (only for PPC Management); and
      • altering bids (only for PPC Management).
    • There are a number of initial steps you also need to take to participate in a PPC campaign (which you may have already done) including adding any required code to your website (for example, for the purpose of tracking click through rates).

      You appoint Melbourne IT as your agent for the purposes of:

      You agree to provide Melbourne IT with Your Website Information as reasonably requested by Melbourne IT, to assist Melbourne IT with providing the Services to you. Where requested, you will also need to provide Melbourne IT with visitor statistics and webserver logs in order for Melbourne IT to help detect anomalies relevant to the Services under this Agreement.

      In the event you have purchased PPC Campaign Setup only, and do not, within six (6) months from the earlier of the date on which the fees are paid to Melbourne IT or the Commencement Date, assist Melbourne IT and finalise the service, any fees paid will be forfeited and the service automatically terminated by Melbourne IT.

      Melbourne IT will enter the information agreed with you into the Google or Yahoo! interface. You may terminate the service at any time by one (1) months prior written notice. Where you have only purchased PPC Campaign Management, Melbourne IT will enter the information agreed with you into the Google or Yahoo! interface and review the performance of that information for one (1) week. After that week, Melbourne IT will report to you the results of the campaign and Melbourne IT's obligations will terminate.

      Your use of the Services is also subject to the Domainz Website Promotion Services Terms and Conditions located below..

Promotions Manager Trial

Promotions Manager Product Trial Terms

1. Only one trial account permitted per email address.

2. The total number of emails sent during the trial period cannot exceed 100.

3. Each campaign may only be sent to a maximum of 10 recipients at any one time.

4. A 10MB limit applies to the use of the File and Image Manager. Should your file and image storage usage exceed the allocated limit at any time during the trial period, an additional fee of $0.099 per extra MB may be charged.

5. At the conclusion of the trial period, your account will be terminated and you will no longer have access to any data (including any databases, email content, files, images or otherwise) which has been entered into the Promotions Manager interface. The contents of your trial account cannot be migrated over to the 'paying' version of the product should you wish to sign up for Promotions Manager at the end of the trial period.

6. Should you wish to sign up as a 'paying' Promotions Manager customer at any time during or at the conclusion of the trial period, you must contact Domainz Online Solutions Team on 0800 366 2469 to discuss creating an account with us.

7. You must comply with applicable privacy and spam legislation, and our Acceptable Use Policy regarding the sending of bulk email at all times during the trial period.

8. Domainz Standard Terms and Conditions apply. Please read our Standard Terms and Conditions carefully as they contain exclusions of liability and also include indemnities from you to Domainz.

Promotions Manager

Promotions Manager Product Terms

1. A 10MB storage limit applies to the use of the File and Image Manager. Once your file and image storage space exceeds the allocated limit, an additional fee of $0.10 per extra MB per month is charged.

2. You must comply with applicable privacy and spam legislation, and our Acceptable Use Policy regarding the sending of bulk email.

3. Domainz's Standard Terms and Conditions apply. Please read our Standard Terms and Conditions carefully as they contain exclusions of liability and also include indemnities from you to Domainz.

4. Your use of the Services is also subject to the Domainz Website Promotion Services Terms and Conditions located below..

Trafficsite

TrafficSite Product Terms

These additional terms apply to the TrafficSite website ("TrafficSite") and the TrafficSite Plus website ("TrafficSite Plus") services.

1. Services

1.1 You shall at all times keep your password and log-in details secure. You agree that Domainz cannot and does not know whether you have given access to the Services to other people (whether knowingly or not). You therefore agree that you are totally responsible for:

1.1.1 when and how the Services with Domainz are used (including, without limitation, if the Services are terminated pursuant to clause 7 (if applicable)); and

1.1.2 the actions of the people (if any) you allow to access, or transmit information through the systems of Domainz, or otherwise utilise the Services.

1.2 You agree that you are solely responsible for any of your content residing on Domainz's servers.

1.3 You agree that you are solely responsible for the back-up of your content and any other files (including, without limitation, email files, if applicable) unless otherwise agreed with Domainz.

1.4 Domainz shall monitor your usage of the Services. If Domainz considers that your data transfer bandwidth becomes excessive, Domainz may charge you additional fees with respect to the additional data transfer bandwidth megabytes used by you, suspend any and all Services, or, terminate this agreement. In the event that any such action is taken by Domainz, for the avoidance of doubt, Domainz shall not refund to you any fees paid to Domainz prior to such corrective action.

1.5 You agree that Domainz may be required to perform maintenance to maintain the continuous operation of Domainz's servers, which maintenance may affect the operation or functioning of the Services. We will attempt to provide you with notice of the maintenance downtime, except when circumstances beyond the control of Domainz prevent us from doing so. You also agree that Domainz may also be required to suspend the Services, or disconnect or deny you access to the Services, in accordance with clause 7.1.2.

1.6 In addition to clause 1.5, you acknowledge and agree that Domainz reserves the right to modify its network and facilities used to provide the Services for purposes including but not limited to accommodating evolving technology and increased network demand, and providing enhanced services. Domainz shall use reasonable efforts to notify you of any planned changes to Domainz's network or facilities that may adversely affect the Services. If the modifications result in Domainz altering the "look and feel" of the Services, Domainz shall not be required to provide you with any notice concerning the modification.

1.7 You agree that if at any time you elect to enable the Parked Page Service, such Parked Page Service may include (without limitation) any of the following content: a statement to the effect that the Website/domain name is registered/powered by Domainz and 'under construction', links to Domainz's homepage, and, the advertising and promotion of Domainz's products and services. In addition to any other rights under this agreement, you may at any time subsequently elect to disable the Parked Page Service by the mechanism notified from time to time by Domainz.

1.8 You acknowledge and agree that each Service shall contain a Domainz logo embedded into the Service. Domainz hereby grants you a non exclusive, non transferable licence (with no right to sub license) to continue to display the Domainz logo on your Service for so long as you obtain the relevant Service from Domainz, and, subject at all times to you complying with the terms and conditions of this agreement. In consideration of Domainz granting you the preceding licence, you:

1.8.1 will not hold out or represent that you are in any way acting with any authority on behalf of Domainz;

1.8.2 will not hold out or represent that any Relevant Party (as defined in clause 5 below) is a 'partner', 'joint venturer', 'agent' or 'principal' of you, or any person, firm or entity connected to you (whether by using those words alone or in conjunction with any other words);

1.8.3 will not grant, or purport to grant, to any third party any right to use or deal with the Domainz logo whatsoever;

1.8.4 will not use the Domainz logo in any manner that may prejudice, or would be likely to prejudice, Domainz's rights in the Domainz logo;

1.8.5 will protect the reputation and goodwill of the Domainz logo and not act in any way that may adversely reflect upon such reputation, or be contrary to good business practice or any applicable law; and

1.8.6 will not treat the Domainz logo as your own or use or seek to register at any time whether during or after termination of the licence granted to you under this clause 1.8, or, this agreement, for any reason whatsoever any trade mark or design or company, business or domain name that is substantially identical or deceptively or confusingly similar to the Domainz logo.

1.9 You acknowledge and agree that if at the time of obtaining any Service, the relevant domain name to which that Service will be connected is delegated to nameservers other than Domainz's default nameservers, you shall be responsible for the performance of any re-delegation that you may require from time to time in relation to that domain name. You further acknowledge and agree that such re-delegation may require a process of authentication by you, as determined by the relevant supplier of the domain name.

1.10 You agree to take all necessary or desirable steps to ensure that any content (including, without limitation, any content pertaining to Your Products and Services (as that term is defined in clause 4.4)) that is or could be unsuitable for children is labeled appropriately.

1.11 The following additional terms and conditions apply to TrafficSite or TrafficSite Plus:

1.11.1 You agree to provide Domainz with any information, material, excerpts of or links from or to any content on any website you own or operate a web site as of the Commencement Date ("Your Existing Web Site") and/or as otherwise reasonably requested by Domainz (which is hereafter referred to as "Your Information"), to assist Domainz with providing TrafficSite or TrafficSite Plus to you (as the context requires)

1.11.2 You agree that Domainz may from time to time during the term of this agreement, propose content deployment to your TrafficSite website or TrafficSite Plus website (each respectively referred to as "Your TrafficSite Web Site"). Such content deployment may include, without limitation, content deployment to assist with Your TrafficSite Web Site containing appropriate search engine algorithms, and which Domainz considers might assist you in improving the ranking of Your TrafficSite Web Site (each a "Content Deployment", collectively, "Content Deployments").

1.11.3 Domainz agrees not to make any Content Deployments to Your TrafficSite Web Site, without your prior written consent to such Content Deployments.

1.11.4 You hereby authorise Domainz to develop a link exchange program whereby links to and from Your TrafficSite Web Site, and other websites (including Your Existing Web Site) and/or industry guides and/or directories, are established, and you hereby appoint Domainz as your agent for this purpose. Domainz agrees to use all reasonable commercial endeavours to ensure that Domainz does not insert links to and from Your TrafficSite Web Site to or from obscene, defamatory or sexually explicit websites and/or industry guides and/or directories.

1.11.5 Your use of the Services is also subject to the Domainz Website Promotion Services Terms and Conditions located below..

2 Cancellation

2.1 You agree that if, for whatever reason, you or Domainz terminates any Service or this agreement, you will not be entitled to a refund of any fees that you have paid Domainz in connection with any Service unless otherwise notified by Domainz from time to time.

2.2 In this clause 2, "domain name licence" means the domain name licence purchased by you from Domainz at the same time that you purchased TrafficSite Plus from Domainz, but does not include any other domain name licence obtained by you before or after the Commencement Date that you may elect to use with TrafficSite Plus.

2.3 You may cancel:

2.3.1 TrafficSite;

2.3.2 TrafficSite Plus (including any domain name licence, which is subject to separate additional terms and conditions); or

2.3.3 TrafficSite Plus but retain the domain name licence, which is subject to separate additional terms and conditions, respectively, within two business days of the Commencement Date, in accordance with the process notified to you by Domainz from time to time.

2.3.4 Where you have cancelled TrafficSite or TrafficSite Plus pursuant to clause 2.3, Domainz will refund you any payments you have previously paid to Domainz with respect to TrafficSite or TrafficSite Plus (as applicable, including or excluding the domain name licence, which is subject to separate additional terms and conditions)), and this agreement shall automatically terminate.

3. Agreements and Licences

3.1 You agree that Domainz shall maintain and control ownership of all IP numbers and addresses that may be assigned to you by Domainz. You also agree that Domainz may, in its sole discretion, change or remove any and all such IP numbers and addresses.

3.2 You expressly grant to Domainz a licence to cache the entirety of any of your Services, including data and content supplied by you and/or third parties, hosted by Domainz under this agreement. You agree that you shall be responsible for obtaining any agreements and/or consents required of any third party in connection with the grant of this licence to Domainz. You also agree that any such caching is not an infringement of any of your intellectual property rights or any third party's intellectual property rights.

4. Your Warranties

You warrant that:

4.1 you will conduct such tests and computer virus scanning as may be necessary to ensure that any data uploaded or downloaded to and from the Server of Domainz by you does not contain any computer virus and will not in any way, corrupt the data or systems of any person (including, without limitation, Domainz);

4.2 you will otherwise at all times use the Services in accordance with this agreement (including, for the avoidance of doubt, the AUP or the Privacy Policy).

In addition to these and any other warranties, where you have obtained either TrafficSite or TrafficSite Plus from Domainz, you warrant in connection with TrafficSite or TrafficSite Plus (as the context requires) that:

4.3 you have the right to provide us with Your Information;

4.4 neither Your Existing WebSite, Your TrafficSite Web Site nor any of the content of Your Existing Web Site or Your TrafficSite Web Site (including, without limitation, in connection with any products and/or services that you may determine to offer for supply, or supply via Your Existing Web Site or Your TrafficSite Web Site, the Internet or otherwise ("Your Products and Services"), Your Information, and any Content Deployments implemented by Domainz in accordance with clause 1.11.3 or, by you or anyone on behalf of you)(collectively, "Your Web Site Property") will infringe the rights (including, but not limited to, the intellectual property rights) of any third party; and

4.5 Your Information, Your Existing Web Site, Your TrafficSite Web Site and Your Web Site Property will at all times comply with all laws required to be complied with by you.

5. Our Disclaimer of Warranties

5.1 In this clause 5, and hereafter, "Relevant Party" means:

5.1.1 Domainz;

5.1.2 each related bodies corporate (as the term "related body corporate" is defined by the Corporations Act 2001 (Cth), as amended or replaced from time to time) of Domainz;

5.1.3 the respective officers, employees, agents or contractors of Domainz and each related bodies corporate (as the term "related body corporate" is defined by the Corporations Act 2001 (Cth), as amended or replaced from time to time) of Domainz.

5.2 You acknowledge and agree that Domainz exercises any control over, and accepts no responsibility for, the content of the information passing through Domainz's host computers, network hubs and points of presence or the Internet, nor, for Your Products and Services (as that term is defined in clause 4.4).

5.3 To the extent permitted by law, no Relevant Party makes any warranties of any kind, either expressed or implied, statutory or otherwise, relating in any way to the subject matter of this agreement, including, but not limited to, warranties of merchantability or fitness for a particular purpose, or non-infringement for the Services or any equipment provided, and all such warranties are hereby excluded.

5.4 In addition to clause 5.3, to the extent permitted by law, no Relevant Party:

5.4.1 warrants that the Services will be uninterrupted or error free; and/or

5.4.2 warrants that the Services will be free from external intruders (hackers), virus or worm attack, denial of service attack, or other persons having unauthorised access to the services or systems of Domainz; and/or

5.4.3 makes any warranty concerning the results that may be obtained from the use of the Services or as to the accuracy, reliability or content of any information services or merchandise contained in or provided through the Services, or, for the avoidance of doubt, any information provided by Domainz in any advice, report or communication to you or any other party.

5.5 In addition to clauses 5.2, 5.3 and 5.4 above, in the event that you have obtained either TrafficSite or TrafficSite Plus from Domainz, Domainz agrees to use all reasonable efforts to provide TrafficSite or TrafficSite Plus to you (as applicable). However, you acknowledge to, and agree with, Domainz, that nothing in this agreement shall constitute an express or implied warranty or guarantee by any Relevant Party:

5.5.1 concerning any increase in revenue, profit or goodwill that may be obtained as a consequence of you using TrafficSite or TrafficSite Plus, as the context requires, including, for the avoidance of doubt, any increase in revenue, profit or goodwill in connection with Your Products and Services (if applicable); and/or

5.5.2 that the provision of TrafficSite or TrafficSite Plus, as the context requires, will result in the ranking of Your Existing Web Site and/or Your TrafficSite Web Site improving; and/or

5.5.3 that the provision of TrafficSite or TrafficSite Plus, as the context requires, will result in an increased amount of traffic or users to Your Existing Web Site and/or Your TrafficSite Web Site; and/or

5.5.4 that any market conditions (whether favourable or not) that may be in existence at the Commencement Date will continue; and/or

5.5.5 that the provision of TrafficSite or TrafficSite Plus, as the context requires, generally, or any software utilised by Domainz to provide TrafficSite or TrafficSite Plus, as the context requires, will not be subject to, or result in, either errors and/or delays.

5.6 You acknowledge that although Domainz may suggest Content Deployments to you in connection with providing TrafficSite or TrafficSite Plus, as the context requires, to you, Domainz cannot and does not, nor does any Relevant Party, take any responsibility for Your Information, Your Existing Web Site, Your TrafficSite Web Site or Your Web Site Property. Accordingly, you agree that you shall at all times be solely responsible for Your Information, Your Existing Web Site, Your TrafficSite Web Site and Your Web Site Property notwithstanding the provision of TrafficSite or TrafficSite Plus, as the context requires, to you byDomainz.

5.7 Domainz shall not be liable for the content or loss of any content, data or files (including, without limitation, email files, if applicable) transferred either to or from you or stored or backed-up by you.

6. Indemnification

In addition to any other indemnities, you will indemnify and defend each Relevant Party from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable legal fees) incurred by any Relevant Party arising out of, or relating to:

6.1 Your Products and Services (if applicable); and/or

6.2 Your Information, Your Existing Web Site and/or Your TrafficSite Web Site and/or Your Web Site Property and/or Domainz's role as your agent (and any action or inaction by Domainz as part of that role) if you are obtaining TrafficSite from Domainz; and/or

6.3 the implementation of the AUP by Domainz, any action taken by Domainz in accordance with the AUP, or, any breach or violation of the AUP.

Such claims, damages, losses, liabilities, suits, actions, demands, proceedings and expenses shall include, but shall not be limited to, claims based upon trademark, service mark, trade name, copyright and patent infringement, trademark dilution, tortious interference with contract or prospective business relations, unfair competition, defamation or injury to reputation, or other injuries or damage to business.

7. Suspension or Termination of this agreement

7.1 In addition to any other rights of suspension Domainz may have, Domainz may from time to time without notice to you suspend a Service, or disconnect or deny you access to any Service:

7.1.1 you otherwise do, or allow to be done, anything which in our opinion may have the effect of jeopardising the operation of the Service; or

7.1.2 during any technical failure, modification or maintenance involved in the Service provided that we will use reasonable endeavours to procure the resumption of the Service as soon as reasonably practicable.

Notwithstanding any suspension of any Service under this clause 7.1, you shall remain liable for all charges due at the commencement of the suspension period throughout the period of suspension (to the extent applicable).

7.2 In addition to any other rights Domainz may have, you agree that Domainz may without notice to you remove, amend or alter your data upon being made aware of:

7.2.1 any court order, judgment, determination or other finding of a court or other competent body, that the data is illegal, defamatory, offensive or in breach of a third party's rights;

7.2.2 if directed to do so by the Australian Broadcasting Authority under a "take down notice", in accordance with the Broadcasting Services Amendment (Online Services) Act 1999 (as amended or replaced from time to time) if we determine (acting reasonably) that such Act applies to you; or

7.2.3 an outside party or outside device disrupting or attempting to disrupt the Services.

7.3 In addition to any other rights of termination Domainz may have, Domainz may terminate and cease providing the Services to you at any time on 30 days written notice to you. You may terminate this agreement and cease obtaining any Services from Domainz, or, terminate any Service/s being provided by Domainz to you, on 30 days' written notice to Domainz in accordance with the process specified in the Payment Confirmation.

7.4 In addition to clause 7.3, and, in addition to any other rights of termination under this agreement, Domainz may terminate agreement and cease providing the Services to you at any time on written notice to you if Domainz has at any time suspended any Service or disconnected or denied access to any Service under clause  or 7.1.2.

7.5 In addition to any other obligation under this agreement, if you terminate any Service or, either Domainz or you terminate this agreement:

7.5.1 you must pay all outstanding charges (including, without limitation, data transfer bandwidth over-usage charges and/or disk space over-usage charges) to Domainz immediately;

7.5.2 any licence issued to or by you in relation to the Services will cease from the date of termination; and

7.5.3 Domainz may delete all data from any storage media.

8. Your use of the Services is also subject to the Domainz Website Promotion Services Terms and Conditions located below.

Website Promotion

Updated November 2011

Website Promotion Services Terms & Conditions

These are the standard terms and conditions of supply of the Domainz website promotion services ("Web Site Promotion Services") offered from time to time on Domainz's web site at http://www.domainz.net.nz ("Domainz Web Site") and/or the Proposal (the "Services", each individually a "service").

Please read these terms and conditions carefully. It is a condition of your use of the Services that you ("you") comply with these terms and conditions.

1. TERMS AND AMENDMENT PROCEDURE

1.1 This agreement comprises, in order of priority, highest to lowest:

1.1.1 the terms and conditions of this agreement; and

1.1.2 the Domainz Website Promotion Proposal/Search Engine Marketing Proposal ("Proposal").

1.2 This agreement commences on the date upon which Domainz confirms to you by email or any other written medium that a Service has been commenced or activated ("Commencement Date").

1.3 We may vary these terms, the amount we charge for any Service, or the terms of the operation of any Service, at any time by general notice on a page of the Internet referred to on the home page of the Domainz Web Site at http://www.domainz.net.nz/legals/. Changes other than price changes will become effective upon publication of the notice. Where we vary the prices for any Service, we will give at least 30 days notice of the change by the same means, and the new prices will apply at the end of that period.

1.4 If you use a Service after publication of any change in accordance with clause 1.3, your use will constitute acceptance of the amended terms.

1.5 These terms constitute the agreement in its entirety and supersede all prior agreements.

1.6 Any reference in this agreement to Domainz's "supplier" is a reference to any third party service provider of Domainz (a "Supplier"), if and to the extent a Supplier is supplying any part of the Services to you on behalf of Domainz.

2. SERVICES

2.1 The Services shall be provided to you from the Commencement Date for the period specified in the Proposal, or, for such extended period agreed from time to time by you and Domainz in writing ("service Period").

2.2 Prior to or upon the Commencement Date, you and Domainz shall agree on the key phrase or keyphrases (depending on the Services that you have elected to obtain from Domainz) in respect of which Domainz will provide the Services (as the context requires, depending on the Services that you have elected to obtain from Domainz "Agreed Keyphrase/s").

2.3 You agree to provide Domainz with any information, material, excerpts of or links from or to any content ("Your Web Site Information") on Your Web Site (as "Your Web Site" is defined by clause 2.4 below) reasonably requested by Domainz, to assist Domainz with providing the Services to you.

3. BILLING AND PAYMENT

3.1 You must pay for the Services in accordance with the prices and charges published on the Domainz Web Site or the Proposal (as applicable, and as amended from time to time in accordance with clause 1.3).

3.2 You must pay all prices and charges for the Services and other amounts incurred by you or any designated users or incurred as a result of any use of the Services (whether authorised or not) in accordance with the billing provisions specified on the Domainz Web Site or in the Proposal.

3.3 Prices and charges published on Domainz's Web Site or in the Proposal are inclusive of any government taxes or charges unless otherwise stated.

3.4 You consent to Domainz or its Supplier obtaining a credit reporting agency report containing personal information about you (as well as information concerning commercial creditworthiness and activities) for the purpose of assessment by Domainz of an application for credit (whether commercial or personal) or for the purpose of the collection of payments that are overdue.

3.4 Unless otherwise stated, all fees are payable in advance and non-refundable.

3.5 If we have invoiced you in arrears for any Services, and you fail to pay the charges in any invoice by the due date specified in any applicable billing provisions (as referred to in clause 3.2 above) or the invoice ("Unpaid Charges"), in addition to any other rights under this agreement, Domainz may charge you interest and you agree to pay, on demand by Domainz, interest on the Unpaid Charges at the Applicable Rate from the date the Unpaid Charges became due until those Unpaid Charges are paid to Domainz in full. For the purposes of this clause, "Applicable Rate" means the Reserve Bank's Official Cash Rate (as published in the Dominion Post) review at the time the Unpaid Charges become due)

3.6 You agree that in the event of any action being taken by Domainz to recover any overdue amount due to it under this agreement or the Proposal, as evidenced for example by, without limitation, your credit card company notifying Domainz of you disputing the payment of, or refusing to pay such charge, or where your credit card payment has been declined or reversed, any costs incurred by Domainz in recovering the debt (including, without limitation, any legal expenses (on a solicitor/client basis), collection agency charges or any other reasonable associated costs incurred by Domainz) are payable by you to Domainz and shall be recoverable by Domainz as a separate debt.

4. YOUR WARRANTIES

You warrant that:

4.1 you have not entered into this agreement or obtained any Services on the basis of, or in reliance on, any statement or representation (whether made orally or in writing and regardless of the medium used) made by either Domainz or its Supplier concerning this agreement or any of the Services, other than any statement or representation contained in this agreement;

4.2 you are at least 18 years of age;

4.3 your use of the Services will not at the Commencement Date or thereafter, infringe the intellectual property or any other rights of Domainz, its Supplier or any third party;

4.4 you have the right to provide us with Your Web Site Information, and, if applicable, FTP Access, with respect to Your Web Site;

4.5 you will not alter, and will procure that no other person alters, any element of the textual content, content structure, graphical content and/or source code of Your Web Site, at any time during the Service Period, without Domainz's prior written consent;

4.6 neither Your Web Site nor any of the content of Your Web Site (including, without limitation, Your Products and Services (if applicable), Your Web Site Information, and if applicable, any Optimisation Changes implemented by Domainz or, by you or anyone on behalf of you) (collectively, "Your Web Site Property") will infringe the intellectual property or any other rights of any third party;

4.7 Your Web Site and Your Web Site Property will at all times comply with all laws required to be complied with by you; and

4.8 Your Website and use of the Supplier services contemplated under this Agreement complies with all relevant policies of those third parties (for example, without limitation, you comply with the Google policies in relation to use of its AdWords service).

5. OUR GENERAL DISCLAIMER OF WARRANTIES

5.1 To the extent permitted by law, neither Domainz nor its Supplier, nor any employees, affiliates, agents, suppliers, third-party information providers, merchants, licensors nor the like (each a "Relevant Party") of either Domainz or the Supplier, make any warranties of any kind, either expressed or implied, statutory or otherwise, relating in any way to the subject matter of this agreement, including, but not limited to, warranties of merchantability or fitness for a particular purpose, or non-infringement for the Services or any equipment provided, and all such warranties are hereby excluded.

5.2 Domainz agrees to use all reasonable efforts to provide the Services to you. However, you acknowledge to, and agree with, Domainz, that nothing in this agreement shall constitute an express or implied warranty or guarantee by any Relevant Party of either Domainz or its Supplier:

5.2.1 that the Services will be uninterrupted or error free;

5.2.2 that the Services will be free from external intruders (hackers), virus or worm attack, denial of service attack, or other persons having unauthorised access to the services or systems of Domainz or its Supplier;

5.2.3 concerning the results or success that may be obtained from the use of the Services;

5.2.4 concerning any increase in revenue, profit or goodwill that may be obtained as a consequence of you using the Services (including, for the avoidance of doubt, any increase in revenue, profit or goodwill in connection with any products and/or services that you may determine to offer for supply, or supply via your web site, the Internet or otherwise ("Your Products and Services");

5.2.5 as to the accuracy, reliability or content of any information services or merchandise contained in or provided through the Services, or, for the avoidance of doubt, any information provided by Domainz or its Supplier in any advice, report or communication to you or any other party;

5.2.6 that the provision of the Services will result in the ranking of Your Web Site improving; and/or

5.2.7 that the provision of the Services will result in an increased amount of traffic or users to Your Web Site; and/or

5.2.8 concerning any market conditions (whether favourable or not) that may be in existence at the Commencement Date will continue; and/or

5.2.9 that the provision of the Services generally, or any software utilised by Domainz to provide the Services, will not be subject to, or result in, either errors and/or delays.

5.3 You acknowledge that although Domainz may suggest Optimisation Changes to you in connection with providing the Services, Domainz cannot and does not, nor does any Relevant Party, take any responsibility for Your Web Site or Your Web Site Property. Accordingly, you agree that you shall at all times be solely responsible for Your Web Site and Your Web Site Property notwithstanding the provision of the Services to you by Domainz or its Supplier.

5.4 Without limiting the above, you acknowledge that Domainz's Services may require Domainz to use, interface with or input information into Supplier's systems (including companies such as Google and Yahoo!) and you agree that Domainz has no liability to the extent that the Supplier is unable to provide its services to you.

6. INDEMNITY

You will indemnify and defend Domainz and its Supplier and all directors, officers, employees, and agents of Domainz and its Supplier (each an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable legal fees) incurred by any Indemnified Party arising out of, or directly or indirectly relating to:

6.1 Your Web Site; and/or

6.2 Your Web Site Property; and/or

6.3 role as your agent (and any action or inaction by Domainz as part of that role); and/or

6.4 any breach of this agreement by you; and/or

6.5 the use of the Services by you.

Such claims shall include, but shall not be limited to, claims based upon trademark, service mark, trade name, copyright and patent infringement, trademark dilution, tortious interference with contract or prospective business relations, unfair competition, restrictive trade practices, misleading statement, misleading or deceptive conduct, breach of contract, defamation or injury to reputation, or other injuries or damage to business.

7. LIMITATION OF LIABILITY

7.1 You agree that neither Domainz nor its Supplier shall be liable for any indirect, incidental, special or consequential damages, or loss of profits, revenue, data or use, suffered by you or any third party, whether in an action in contract, tort or strict liability or other legal theory, even if Domainz or its Supplier (as the case may be) has been advised of the possibility of such damages.

7.2 Subject to clause 7.1, you further agree that the aggregate liability of Domainz and its Supplier for any damages, losses and causes of actions whether in contract or tort (including negligence or otherwise) shall not exceed the actual dollar amount paid by you for the Service which gave rise to such damages, losses and causes of actions during the 12-month period prior to the date the damage or loss occurred or the cause of action arose.

7.3 You agree that where any statute implies any term into this agreement, and that statute avoids or prohibits provisions in a contract excluding or modifying the application of or liability under such a term, then the term will be taken to be included in this agreement. However, the liability of Domainz and its Supplier for any breach of the term will, if permitted by that statute, be limited, at our option, to the re-supply of the services again; or payment of the cost of having the services supplied again.

7.4 We acknowledge that some jurisdictions do not allow the exclusion or limitation of warranties or incidental or consequential damages, so that the above limitations or exclusions may not apply to you. In such jurisdictions, the liability of Domainz and its Supplier (and the liability of any director, officer, employee, agent, affiliate, content provider or service provider of Domainz and its Supplier) shall be limited to the greatest extent permitted by applicable law.

8. INTELLECTUAL PROPERTY

8.1 You acknowledge that all right, title and interest in any and all:

8.1.1 technology, including the software;

8.1.2 any documentation and material that is part of or provided with the Services; and

8.1.3 any know-how, trademarks or service marks of Domainz or its Supplier, (collectively, "Our Intellectual Property") is vested in Domainz, its Supplier and/or the licensors of Domainz or its Supplier (as the context requires).

8.2 Unless otherwise specifically provided in this agreement, you agree that you shall have no right, title, claims or interest in or to Our Intellectual Property.

8.3 You may not copy, modify or translate any of Our Intellectual Property or related documentation, or decompile, disassemble or reverse engineer any of Our Intellectual Property, to use it other than in connection with the Services, or grant any other person or entity the right to do so.

8.4 Unless otherwise specifically permitted by this agreement, you are not authorised to distribute or to authorise others to distribute any of Our Intellectual Property in any manner without the prior written consent of Domainz and/or its Supplier (as the context requires); provided, however, that nothing in this clause 8.4 shall preclude you from using Our Intellectual Property as incorporated in the Services. This clause 8.4 shall not operate to extinguish, restrict, vary, waive or affect in any manner whatsoever any right, title or interest which you may now have or hereafter acquire in, or in relation to, the third-party software that is part of or provided with the Services solely to the extent such third-party licensors publicly provide such rights, title or interest in the third-party software to you.

9. CONFIDENTIAL INFORMATION

You acknowledge that, in the course of the performance of this agreement, you may have access to customer information and communications, including proprietary information claimed to be unique, secret, or confidential, and which constitutes the exclusive property and trade secrets of Domainz or its Supplier ("Confidential Information"). You agree to maintain the confidentiality of the Confidential Information and to use the Confidential Information only to the extent necessary for legitimate business uses in connection with this agreement. Upon request of Domainz or on termination or expiration of this agreement, you shall return the Confidential Information of Domainz or its Supplier then in your possession to Domainz or its Supplier. Nothing in this agreement shall prohibit or limit your use of information which (a) is now, or hereafter becomes, publicly known or available through lawful means; (b) is rightfully in your possession, as evidenced by your records; (c) is disclosed to you without confidential or proprietary restriction by a third party who rightfully possesses and rightfully discloses the information; (d) is independently developed by you without any breach of this agreement; (e) is the subject of a written permission to disclose provided by Domainz and/or its Supplier (as the context requires); or (f) is required by law to be disclosed.

10. AUP AND PRIVACY POLICY

10.1 You agree to comply with Domainz's Acceptable Use Policy located at http://www.domainz.net.nz/legals/acceptable-use-policy, as varied from time to time ("AUP"). If we receive notice of, or otherwise become aware that you have failed to comply with any provision of this AUP, in addition to any other rights of Domainz under this agreement, you agree that Domainz or its Supplier may immediately take corrective action, including suspension of any and all Services, or, in the case of Domainz, terminating this agreement. In the event that any such corrective action due to a violation of the AUP occurs, Domainz shall not refund to you any fees paid to Domainz prior to such corrective action.

10.2 You agree to comply with Domainz's Privacy Policy located at http://www.domainz.net.nz/about/policies/privacy-policy as varied from time to time (Privacy Policy).

10.3 You agree that Domainz may disclose your account and other information in accordance with the AUP and Privacy Policy.

11. FORCE MAJEURE

Neither Domainz nor its Supplier shall be liable for failure or delay in performing its obligations under this agreement if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Services.

12. SUSPENSION OR TERMINATION OF THIS AGREEMENT

12.1 In addition to any other rights under this agreement, Domainz may suspend or terminate this agreement and cease providing the Services to you:

12.1.1 if you breach any term of this agreement and (if capable of remedy) fail to remedy that breach within 14 days of receipt of a notice from Domainz requiring you to remedy that breach; or

12.1.2 if any of the following events occur:

12.1.2.1 you becomes insolvent or are otherwise unable to pay its debts as and when they fall due;

12.1.2.2 you (or any third party) institutes any insolvency, receivership or bankruptcy proceedings with respect to you, for the settlement of your debts;

12.1.2.3 you make a general assignment for the benefit of creditors; or

12.1.2.4 you cease to conduct business.

12.1.2.5 if requested to do so by a third party.

Notwithstanding any suspension of any Service under this clause 12.1, you shall remain liable for all charges due at the commencement of the suspension period throughout the period of suspension.

12.1.3 In addition to any other obligation under this agreement, if Domainz terminates this agreement:

12.1.3.1 you must pay all outstanding charges to Domainz immediately; and

12.1.3.2 any licence issued to or by you in relation to the Services will cease from the date of termination.

13. CANCELLATION

13.1 You may cancel the Services within four business days of the Commencement Date.

13.2 Where you have cancelled any Services pursuant to clause 13.1, and Domainz will refund you for any other payments you have previously paid to Domainz with respect to the Services and this agreement shall automatically terminate.

14. MISCELLANEOUS

14.1 The law in force in New Zealand governs this agreement and the transactions contemplated by this agreement.

14.2 In the event it is necessary for Domainz to enforce its rights under this agreement, you agree to pay all fees incurred by Domainz (including, but not limited to, legal fees and collection agency fees).

14.3 3. Domainz's Standard Terms and Conditions apply. Please read our Standard Terms and Conditions located at http://www.domainz.net.nz/legals/ carefully as they contain exclusions of liability and also include indemnities from you to Domainz.

14.4 This agreement shall be binding upon and inure to the benefit of you, your respective successors and assigns. You may not resell any Services or assign your rights and obligations under this agreement without the prior written consent of Domainz.

14.5 A provision of, or a right created under this agreement, may not be waived except in writing signed by the party granting the waiver, or varied except in writing signed by the parties.

14.6 If any provision of this agreement is held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this agreement shall remain in full force and effect.

SPECIFIC ADDITIONAL TERMS

The following specific additional terms apply to the products indicated below.

Social Accelerator

Updated October 2011

Social Accelerator Terms and Conditions

These are the standard terms and conditions ("Terms and Conditions") of supply of the Domainz Social Accelerator service ("Service") offered from time to time.

Please read these Terms and Conditions carefully. It is a condition of your use of the Services that you ("you" and "your") comply with these Terms and Conditions.

1. Terms and Amendment Procedure

1.1 This agreement comprises:

1.1.1 the Terms and Conditions of this agreement;

1.1.2 the Domainz Standard Terms and Conditions located at http://www.domainz.net.nz/legals/; and

1.1.3 the AUP and the Privacy Policy (as each is respectively referred to in clause 4);

1.2 This agreement commences on the date upon which Domainz confirms to you by email or any other medium that the Service has commenced ("Commencement Date").

1.3 We may vary these terms or the terms of the operation of the Service, at any time by a general notice on a page of the Internet referred to on the home page of our website at http://www.domainz.net.nz/legals/ ("Domainz Website"). Changes that are of benefit to your will become effective upon publication of the notice. Changes that may detrimentally affect you will become effective after 30 days from publication of the change. We may at any time and without prior notice or liability to you alter the Service in the course of ongoing development of the Service.

1.4 If you use a Service after publication of any change in accordance with clause 1.3, your use will constitute acceptance of those revised terms and conditions.

1.5 These Terms and Conditions constitute the agreement in its entirety and supersede all prior agreements.

1.6 The following definitions apply to these Terms and Conditions:

"Facebook" means the online social interaction tool and website located at www.facebook.com

"Facebook Account" means an account created in your name with Facebook at www.facebook.com

"Facebook Page" means a page created via http://www.facebook.com/pages/create.php

"Supplied Content" means all data, media or content provided by you to Domainz for the Service.

"Supplied Details" means all information supplied by you to Domainz for the Service.

2. Services

2.1 Domainz will use reasonable efforts to provide to you the Service, including:

2.1.1 setting-up a Facebook Page for you;

2.1.2 setting-up a Facebook Account for you (if required);

2.1.3 uploading your Supplied Content onto your Facebook Page;

2.1.4 providing a report per month for first three months (subject to you meeting certain Facebook requirements)

2.2 You agree to provide Domainz with all requested and required information to enable Domainz to provide the Service to you, and warrant that all Supplied Details are true and correct, and belong to you. You acknowledge that any failure by you to provide such requested information will be detrimental to Domainz's ability to provide the Service, and Domainz will not be responsible for any resultant failure in delivering the Service.

2.3 You appoint Domainz to act as your agent to:

2.3.1 access and utilise Facebook for the purposes of provisioning the Service;

2.3.2 use your Supplied Details and Supplied Content for the purposes of provisioning the Service;

2.3.3 enter into to all applicable Facebook terms and conditions on your behalf, including but not limited to:

2.3.3.1 Facebook Pages Terms located at http://www.facebook.com/page_guidelines.php;

2.3.3.2 Terms of Use located at https://www.facebook.com/terms.php;

2.3.3.3 Privacy Policy located at http://www.facebook.com/about/privacy/; and

2.3.3.4 any other Facebook terms and conditions located at www.facebook.com which you are required to accept and agree to in using and accessing Facebook, as may be updated from time to time.

2.4 You shall at all times keep your Facebook Account and Facebook Page passwords and log-in details ("Password Details") secure. You agree that you are entirely responsible for when and how your Facebook Account or Facebook Page is used, including use by Domainz in provisioning the Service in accordance with these Terms and Conditions.

2.5 You agree that you are solely responsible for all Supplied Information and Supplied Content and any use of it by Domainz in provisioning the Service in accordance with these Terms and Conditions.

2.6 You expressly grant to Domainz a licence to use your Supplied Details and Supplied Content in provisioning the Service, and consent to your Supplied Details and Supplied Content being published on Facebook. You agree that you shall be responsible for obtaining any agreements and/or consents required of any third party in connection with the grant of this licence to Domainz, and you warrant that all such consents have been obtained. You also agree that any retention of Supplied Content in Domainz's systems is not an infringement of your intellectual property rights, and warrant that it is not an infringement of the intellectual property rights of any third party.

2.7 If you have provided Supplied Content to Domainz in hardcopy together with a stamped, self-addressed envelope, you may request Domainz to provide you with your Supplied Content. You agree that Domainz will otherwise not be required to provide you with hardcopies of your Supplied Content.

2.8 You acknowledge that Domainz has no control or relationship with Facebook, and that any maintenance performed by Facebook may affect the functionality of your Facebook Account or Facebook Page. Any maintenance or modifications which result in any loss of functionality to your Facebook Account or Facebook Page are beyond Domainz's control and is an issue between you and Facebook.

2.9 You agree that:

2.9.1 you are the owner of all Supplied Content;

2.9.2 all Supplied Details belong to you, and are true and correct;

2.9.3 you are responsible for all content displayed on your Facebook Page, and that Domainz has no connection or responsibility either to you or any third party for any content displayed;

2.9.4 You are solely responsible for your Facebook Page;

2.9.5 use of Facebook, a Facebook Account or a Facebook Page is at your own risk, and is in no way endorsed by Domainz;

2.9.6 Domainz's association with your Facebook Account or Facebook Page is limited to Domainz's creation of your Facebook Account (if required) and Facebook Page as your agent. Domainz's association with your Facebook Account or Facebook Page will cease immediately once your Facebook Account (if required) and Facebook Page have been created and you have been notified you of the same.

3. Billing and Payment

3.1 You must pay for the Service in accordance with the prices published by Domainz on the Domainz Website, or as Domainz has otherwise provided to you. Prices published on the Domainz Website are inclusive of any government taxes or charges, unless otherwise noted. All payments for this Service are required upfront prior to any work being performed by Domainz.

3.2 You agree that in the event of any action being taken by Domainz to recover any overdue amount due to it under this agreement, as evidenced for example by, without limitation, your credit card company notifying Domainz of you disputing the payment of, or refusing to pay such charge, or where your credit card payment has been declined or reversed, any costs incurred by Domainz in recovering the debt (including, without limitation, any legal expenses (on a solicitor/client basis), collection agency charges or any other reasonable associated costs incurred by Domainz) are payable by you to Domainz and shall be recoverable by Domainz as a separate debt.

4. AUP and Privacy Policy

4.1 You agree to comply with Domainz's Acceptable Use Policy located at http://www.domainz.net.nz/legals/acceptable-use-policy, as varied from time to time by Domainz in accordance with clause 1.3 ("AUP").

4.2 You agree to comply with Domainz's Privacy Policy located at http://www.domainz.net.nz/legals/privacy-policy, as varied from time to time by Domainz from time to time in accordance with clause 1.3 ("Privacy Policy").

4.3 You agree that Domainz may disclose your account and other information in accordance with the AUP and Privacy Policy.

4.4 You consent to your Supplied Details and Supplied Content being displayed and made publicly available on Facebook.

5. Your Warranties

You warrant that:

5.1 you have not entered into this agreement or obtained the Service on the basis of, or in reliance on, any statement or representation (whether made orally or in writing and regardless of the medium used) made by Domainz concerning this agreement or the Service, other than any statement or representation contained in this agreement;

5.2 you are at least 18 years of age;

5.3 you have read, understood and agree to all applicable terms and conditions located at www.facebook.com;

5.4 your use of the Service, or any Supplied Content, will not at the Commencement Date or thereafter, infringe the intellectual property or other proprietary rights of Domainz or any third party;

5.5 you will conduct such tests and computer virus scanning as may be necessary to ensure that any data uploaded or provided to Domainz (including but not limited to any Supplied Details or Supplied Content) by you does not contain any computer virus and will not in any way, corrupt the data or systems of any person (including, without limitation, Domainz or Facebook); and

5.6 you will otherwise at all times act in accordance with this agreement.

6. Our General Disclaimer of Warranties

6.1 To the extent permitted by law, neither Domainz nor any employees, affiliates, agents, suppliers, third-party information providers, merchants, licensors nor the like (each a "Relevant Party") of Domainz, make any warranties of any kind, either expressed or implied, statutory or otherwise, relating in any way to the subject matter of this agreement, including, but not limited to, warranties of merchantability or fitness for a particular purpose, or non-infringement for the Services or any equipment provided, and all such warranties are hereby excluded.

6.2 Domainz agrees to use all reasonable efforts to provide the Service to you. However, you acknowledge to, and agree with, Domainz, that nothing in this agreement shall constitute an express or implied warranty or guarantee by any Relevant Party of Domainz:

6.2.1 that the Service will be uninterrupted, error free or not subject to delays (technical or otherwise);

6.2.2 that the Service will be free from external intruders (hackers), virus or worm attack, denial of service attack, or other persons having unauthorised access to the services or systems of Domainz;

6.2.3 concerning the results or success that may be obtained from the use of the Service;

6.2.4 concerning any increase in revenue, profit or goodwill that may be obtained as a consequence of you using the Service; and

6.2.5 as to the accuracy, reliability, completeness or content of the Service, any information services or merchandise contained in or provided through the Service, or, for the avoidance of doubt, any information provided by Domainz in any advice, report or communication to you or any other party.

6.3 You acknowledge and agree that no Relevant Party exercises any control over, and accepts no responsibility for, the content of the information (including, without limitation, your Supplied Content) you have provided.

6.4 You further agree that no Relevant Party shall be liable for your Supplied Content or loss of any of your Supplied Content.

7. Indemnity

You agree to indemnify, keep indemnified and hold Domainz and all directors, officers, employees, and agents of Domainz (each an "Indemnified Party") from and against any and all actions, claims, proceedings, losses, damages, costs and expenses (including legal fees and expenses on a solicitor/client basis) and other liabilities of whatever nature, whether foreseeable or not, and whether direct or indirect, incurred by any Indemnified Party in respect of any claim by a third party arising in connection with this agreement.

8. Limitation of Liability

8.1 To the maximum extent permitted by law, you agree that Domainz will not be liable for any indirect, incidental, special or consequential damages, or loss of profits, goodwill, business opportunity, revenue, data or use, suffered by you or any third party, whether in an action in contract, tort or strict liability or other legal theory, even if Domainz has been advised of the possibility of such damages.

8.2 To the maximum extent permitted by law, Domainz's aggregate liability for all loss or damage excluded under clause 8.1 (regardless of the legal basis on which the loss or damage arises or is incurred)

8.3 You agree that where any statute implies any term into this agreement, and that statute avoids or prohibits provisions in a contract excluding or modifying the application of or liability under such a term, then the term will be taken to be included in this agreement. However, the liability of Domainz for any breach of the term will, if permitted by that statute, be limited, at our option, to the re-supply of the services again, or payment of the cost of having the services supplied again.

8.4 We acknowledge that some jurisdictions do not allow the exclusion or limitation of warranties or incidental or consequential damages, so that the above limitations or exclusions may not apply to you. In such jurisdictions, the liability of Domainz (and the liability of any director, officer, employee, agent, or affiliate of Domainz) shall be limited to the greatest extent permitted by applicable law.

9. Intellectual Property

9.1 You acknowledge that all right, title and interest in any and all:

9.1.1 any documentation and material that is part of, or provided by Domainz with, the Service; and

9.1.2 any know-how, trademarks or service marks of Domainz,

(collectively, "Our Intellectual Property") is vested in Domainz and/or the licensors of Domainz.

9.2 Unless otherwise specifically provided in this agreement, you agree that you shall have no right, title, claims or interest in or to Our Intellectual Property.

9.3 You may not copy, modify or translate any of Our Intellectual Property or related documentation, or decompile, disassemble or reverse engineer any of Our Intellectual Property, to use it other than in connection with the Service, or grant any other person or entity the right to do so.

9.4 Unless otherwise specifically permitted by this agreement, you are not authorised to distribute or to authorise others to distribute any of Our Intellectual Property in any manner without the prior written consent of Domainz; provided, however, that nothing in this clause 9.4 shall preclude you from using Our Intellectual Property as incorporated in the Service.

10. Force Majeure

Domainz will not be liable for failure or delay in performing its obligations under this agreement if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labour disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Service.

11. Suspension or Termination of this agreement

11.1 In addition to any other rights of suspension or termination under this agreement, Domainz may suspend or terminate this Service if Domainz determines in its sole discretion that:

11.1.1 any Supplied Content to be displayed on your Facebook Page violates the AUP or infringes upon any other party's rights in any manner; or

11.1.2 any Supplied Details are not true and accurate; or

11.1.3 you have failed to comply with any provision in this agreement (including failure to pay charges due, or, for the avoidance of doubt, any provision in the AUP or Privacy Policy or any Facebook terms and conditions), or do, or allow to be done, anything which in our opinion may have the effect of jeopardising the operation of the Service, until the breach (if capable of remedy) is remedied to the satisfaction of Domainz; or

11.1.4 Domainz is unable to continue offering the Service (including without limitation if Facebook prohibits Domainz from offering the Service at all or in part).

11.2 If Domainz terminates this agreement pursuant to sub-clauses 11.1.1, 11.1.2 or 11.1.3, Domainz will not refund any amounts paid by you.

11.3 Where Domainz has not yet begun provisioning the Service to you, you may cancel the Service by providing 3 days prior written notice to Domainz. Domainz will refund any amounts paid upfront by you for the Service in such circumstances.

11.4 Where Domainz has begun provisioning the Service, you may terminate this agreement and cease obtaining the Service from Domainz on 30 days' prior written notice to Domainz in accordance with the process specified by Domainz from time to time. Domainz will not refund any amounts paid upfront by you in such circumstances.

11.5 If Domainz terminates this agreement, or you terminate pursuant to clause 11.4, in addition to any other obligation under this agreement:

11.5.1 you must pay all outstanding charges (if any) to Domainz immediately;

11.5.2 Domainz may delete all data, including your Supplied Details or Supplied Content from our systems without any liability to you whatsoever.

12. Miscellaneous

12.1 The law in force in New Zealand governs this agreement and the transactions contemplated by this agreement.

12.2 In the event it is necessary for Domainz to enforce its rights under this agreement, you agree to pay all fees incurred by Domainz (including, but not limited to, legal fees and collection agency fees).

12.3 This agreement shall be binding upon and inure to the benefit of you, your respective successors and assigns. You may not resell any Services or assign your rights and obligations under this agreement without the prior written consent of Domainz.

12.4 A provision of, or a right created under this agreement, may not be waived except in writing signed by the party granting the waiver, or varied except in writing signed by the parties.

12.5 If any provision of this agreement is held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this agreement shall remain in full force and effect.

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