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 | Activity means a promotional, marketing or media campaign or other mobile marketing activity conducted by You via the Service.
| Codes of Practice means the following industry codes of practice:
| - The Australian Direct Marketing Association Mobile Marketing Code of Practice;
| - The Australian Communications Industry Forum Code on Short Message Services (SMS); and
| - The Telephone Information Services Standards Council (TISSC) Code of Practice.
| Confidential Information means information concerning the business, finances, technology, clients and marketing plans of the other party, but does not include Location Data and information which comes into the public domain other than through a breach of confidentiality.
| Consumer means a mobile phone subscriber who accesses the Service.
| Location Data means location and contact information (including without limitation information regarding address, phone, fax, email and opening hours) which is made available for delivery via the Service.
| Service Charges means fees for the Service as amended by eHound from time to time.
| You means an entity or individual which has registered or otherwise accesses the Service, and Your has a similar meaning.
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| You must provide to eHound all information and documentation relevant to enabling eHound to provide the Services in a manner that ensures that the Services may be conducted in accordance with this Agreement and with all applicable laws and regulations applicable to the provision of the Services, including but not limited to the Trade Practices Act and State/Territory Fair Trading Legislation, the Australian Privacy Legislation, and any and all applicable Federal laws relating to telecommunications.
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| You must only use the Service in accordance with this Agreement, as amended from time to time by eHound.
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| You must comply at all times with the Codes of Practice, which are incorporated herein by reference.
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| You must not do any of the following and must ensure that Your officers, employees, agents and contractors do not do any of the following:
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| Use or authorise the use of the Service by any person after the termination of this Agreement, or for any illegal purpose or in a way contrary to any law;
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| Tamper with, hinder the operation of or make unauthorised modifications to the Service;
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| Use the Service to publish, transmit or store any communication, information or data that is defamatory, obscene, sexually explicit, abusive or violates any Commonwealth, Australian State/Territory law or local law or regulation;
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| Use the Service to copy, store, distribute or transmit any material in violation of a third party
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| Represent (by act or omission) that eHound created, endorses, has reviewed, or is in any way involved in the production of content sent via the Service; or
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| Use the Service to impersonate another person or entity.
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| In consideration for payment of the Service Charges, eHound will provide the Service to you in accordance with this Agreement.
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| Service Charges and Payment
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| You must pay to eHound any applicable Service Charges within 14 days from the date of the relevant invoice. All Service Charges are non-refundable.
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| eHound may vary its Service Charges from time to time on 7 days notice.
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| All Service Charges are exclusive of GST.
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| You acknowledge that eHound may derive revenue from telecommunication operators and other third parties arising from the provision of the Service.
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| This Agreement takes effect from the date upon which You first access the Service, and remains in force until terminated in accordance with clause 7.
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| eHound Liabilities and Limitations
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| eHound shall have no liability in respect of a breach of any representation, warranty or condition to the extent that any such breach arises out of or relates to:
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| Any negligent act or omission by You, or Your officers, employees, agents or contractors;
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| Any dispute, claim or action brought by any third party alleging that its intellectual property rights have been infringed by the use of the material provided to and/or procured for eHound by You;
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| Any matter or circumstances outside the reasonable control of eHound, including without limitation the non-availability of any service provided by a third party, including relevant telecommunication operators.
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| The liability of eHound for breach of any warranty, condition or representation under this Agreement, whether express or implied, is limited to any one of the following at eHound
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| Supplying the Services again; or
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| The payment of the cost of having the Services supplied again.
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| Except as otherwise expressly provided in this Agreement, all warranties regarding the Services, are to the full extent permitted by law, expressly excluded.
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| In no event will eHound be liable for any special, incidental, indirect or consequential damages (including, without limiting generality, damages for loss of business profits, business interruption, and loss of business information or computer programs) or exemplary or punitive damages or damage to personal property relating to or arising out of a breach of any warranty or condition or representation made under this Agreement.
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| Either party may terminate this Agreement with immediate effect by giving notice to the other party if that other party breaches any provision of this Agreement and fails to remedy such breach within 20 days of receiving notice requiring it to do so.
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| You may terminate this Agreement at any time by deleting your account from the Service.
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| A party may terminate this agreement immediately if the other party becomes insolvent, or a receiver or a receiver and a manager is appointed to the other party, or otherwise where the other party breaches this Agreement, and fails to rectify the breach (where it is capable of being remedied) within 21 days from the day on which the other party received notice in writing of that breach or such further period as may be specified in the notice to rectify.
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| Any termination of this Agreement shall not affect any accrued rights or liabilities of either party.
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| Subject to clause 9, each party agrees not to disclose Confidential Information of the other party.
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| The provisions of this clause 8 shall not apply to:
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| Information that has come into the public domain other than by breach of this clause or any other duty of confidence; or
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| Information that is obtained from a third party without any breach of this clause or any other duty of confidence;
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| During the term of this agreement eHound shall be entitled to promote Your use of the Service through its marketing collateral, including press releases and the website.
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| Intellectual Property Rights
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| You acknowledge and agree that eHound owns, or is the licensee of all intellectual property rights in and arising from the provision of the Service.
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| You agree not to reverse engineer the Service or any software provided by eHound.
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| You acknowledge that you have read and understood the Codes of Practice.
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| You must indemnify eHound for any loss or damages suffered as a consequence of Your failure to comply with the Codes of Practice.
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| Aggregation of Location Data
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| You acknowledge and agree that during the term of this agreement eHound shall be entitled to deliver Your Location Data to consumers via various channels of communication, including the Internet and wireless devices, and otherwise in conjunction with third parties, provided that eHound must not alter Your Location Data (or permit any third party to do so) during the course of such delivery.
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| Nothing in this Agreement, shall be construed as creating a partnership or joint venture of any kind between the parties.
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| This agreement shall be governed by the laws in force in New South Wales, Australia.
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| This agreement constitutes the entire agreement between the parties as to its subject matter and supersedes all prior agreements, understanding and negotiations as to its subject matter.
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| Neither party shall assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, provided that eHound may assign this Agreement to a Related Body Corporate, as that term is defined in the Corporations Act 2001.
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| eHound may, at its sole discretion, vary or modify this Agreement without notice. Any subsequent access to, or use by You of the Service will constitute an acceptance of those modifications.
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