IMPORTANT!  Please read the Terms and Conditions carefully.  They contain important information about your rights and responsibilities when using YouVuä service, and important warranty disclaimers and limitations of liability that applies in relation to YouVu service.

The YouVu service is offered to you (the "Customer") on the Terms and Conditions set out below by YouVu Pty Limited (ABN: 94 904 823 934) of C/- Level 2, 99 Pitt Street, Sydney, New South Wales 2000 ("YouVu").

The YouVu service is available for your use only on condition that you agree to these Terms and Conditions.  If you do agree, you should indicate your acceptance by entering "agree" in the box at the end of the Terms and Conditions and clicking "submit".  Entering "agree" and clicking "submit" will form a legally binding contract between you and YouVu.  If you are unclear about the meaning or effect of any of the Terms and Conditions, we suggest that you seek independent legal advice before entering "agree".

 

1.                          Definitions

In these Terms and Conditions:

"YouVu Service" means the content display service using YouVu’s or its service providers’ servers and the Software via the YouVu.com.au website (the “Website”); and

"Software" means collectively the server software and client software licensed to YouVu by its suppliers.

2.                          Customer's Right to Use the Service

2.1                      YouVu grants to the Customer and the Customer accepts from YouVu a non-exclusive and non-transferable right and licence to use the Service for the purpose only of uploading images and text for display at the Website of residential properties only. Other property types are by exception and based upon written approval from YouVu.

2.2                      You are permitted to create a hyperlink to your own content at the Website on other websites of an appropriate nature, such as those of real estate agents displaying your property for sale.

2.3                      The Customer is permitted to use the Service only for its own purposes and must not use the Service on behalf of third parties or in conjunction with third party photographic  and video suppliers except with the prior approval in writing of YouVu.

3.                          Modification of the Service

YouVu may amend the design and/or functions of the Service at any time. YouVu will give reasonable prior notice of such amendments to the Customer by posting a notice about the amendments on the Website (YouVu.com.au) or by giving other reasonable prior notice to the Customer.  However, where the amendments are necessary to manage or maintain the security or integrity of the Service, no prior notice will be required.

4.                          Fees and Charges

4.1                      Fees and charges for use of the Service are in Australian dollars and will be posted on Web site (YouVu.com.au) and may be altered from time to time by YouVu.  The Customer will pay YouVu the fees and charges for the Service according to the posted rates applying at the time of the Customer's use of the Service (unless lesser rates and alternative payment terms are approved for the Customer in writing by YouVu, in which case the approved rates and terms will apply).  Customers must check the posted rates and payment terms before each use of the Service.

4.2                      The Customer will pay YouVu for any use of the Service utilising the Customer's account and account password, whether or not that use was authorised by the Customer.

4.3                      Unless alternative payment arrangements are agreed in writing by YouVu, the Customer authorises YouVu to debit the Customer's nominated credit card account for the fees and charges payable by the Customer to YouVu for the use of the Service.  YouVu will debit the nominated account at the end of each calendar month in which the Customer uses the Service.

4.4                      The Customer agrees to pay interest on unpaid amounts at the rate of 1.0 percent per month (12% per annum) calculated from a date that is 14 days after the date that the amount was due for payment.  The Customer will reimburse YouVu for all costs, including but not limited to legal fees and bank charges, incurred by YouVu in collecting late or dishonoured payments.

4.5                      In addition to YouVu's fees and charges, the Customer will pay to YouVu the amount of any GST applicable to a Taxable Supply constituted by the Service and calculated according to the fees and charges payable by the Customer in respect of the Service.  "GST" and "Taxable Supply" have the same meanings as contained in A New Tax System (Goods and Services Tax) Act 1999 or any other act modifying or replacing that Act.

4.6           Once a Customer Ad is submitted to YouVu, it cannot be cancelled. An Ad may be removed at any time after submission to YouVu. All fees remain payable and if paid, the Customer will not be entitled to a refund.

4.7           All ads are unique to a single property only.

5.                          Customer’s Obligations

5.1                      The Customer must not:

(a)                        allow any person other than the Customer's employees to use the Service with the Customer's account and account password;

(b)                        disclose the Customer's account password to any person other than the Customer's employees in order to use the Service;

(c)                        use an account or account password other than the Customer's account and account password to use the Service;

(d)                        attempt to reproduce, modify, adapt, create any derivative works of, decompile, reverse engineer or disassemble the Software;

(e)                        attempt to disable or bypass any function of the Software including but not limited to any licence management software which records the volume of messages sent or received by the Customer using the Service;

(f)                         use the Service except in full compliance with all applicable laws and regulations;  or

(g)                        transfer or assign the licence granted to the Customer;

(h)                 upload more than 25 primary still images (ie 150 still images in total);

(i)                   list more than one property per YouVu listing.

5.2                      The Customer must not distribute through the Service any images, text, message, document or other material which:

(a)                        infringes the copyright, patent, trademark, trade secret or other proprietary right of any third party;

(b)                        violates any law, statute, ordinance, regulation or court order, including but without limitation, those relating to the privacy of personal information, official secrets, export control, unfair competition, false advertising and anti-discrimination;

(c)                        is misleading or deceptive;

(d)                        is defamatory or libellous;

(e)                        is obscene, offensive, pornographic or indecent;  or

(f)                        contains viruses, trojan horses, worms, time bombs or other similar harmful or deleterious programming routines.

5.3                      The Customer must notify YouVu as soon as it becomes aware that its account password has been disclosed to any third party or otherwise compromised in any way.

5.4                      The Customer acknowledges that the Service is not intended or authorised for use in circumstances where failsafe performance is required or where failure could lead to significant financial detriment, and the Customer agrees not to use the Service in such circumstances.

5.5                      The Customer is solely responsible for the content of the images, text, messages and other electronic files it sends to the Website.  The Service acts only as a passive conduit for the on-line distribution of the Customer's images, text and other information and YouVu is not responsible for checking their content.  YouVu may however access the content of the Customer's information, images and data files where it has reason to suspect that these Terms and Conditions may have been, or are being breached by the Customer.

5.6                      YouVu reserves the right, without any liability whatsoever to the Customer, to refuse to allow an uploading to the Website of the Customer’s images, text and other content, discontinue the Service to the Customer or remove from its servers any images, text and other content of the Customer if YouVu has reason to suspect that these Terms and Conditions may have been, or are being breached by the Customer.

5.7                      The Customer is solely responsible for providing all hardware, telecommunications equipment and software (other than the Software) that the Customer requires to use the Service.

5.8                      The Customer acknowledges that YouVu and/or its suppliers may, at any time without notice, incorporate license management software into the Software to prevent customers from exceeding the scope of their licences.

6.                          Customer Acknowledgement

6.1                      The Customer acknowledges that:

(a)                        the Customer has solely exercised and relied upon the Customer's own skill and judgement in determining whether the Service meets the Customer's particular requirements, and has not relied on any statement or representation made by or on behalf of YouVu other than those contained in these Terms and Conditions;

(b)                        YouVu will not be liable for any loss or damage the Customer suffers if any equipment (other than YouVu's equipment) or means of communications (including telephone lines or connections) are not working or are not working properly;  and

(c)                        YouVu will not be obliged to put in place any substitute or alternative system should there be a failure of or delay in the provision of the Service;

(d)                YouVu may use, in part or in whole, content from any ad and or statistics resulting from any posted ad for promotional purposes;

6.2                      Subject to clause 6.1, YouVu does not warrant that:

(a)                        the provision of the Service or any part of the Service will be continuous or uninterrupted or error-free;  or

(b)                        the Website will be continuously available; or

(c)                        the Software is free from defects.

6.3                      All intellectual property rights in the Service are owned by YouVu and/or its suppliers. Copyright to content on the Website other than content uploaded by customers belongs to YouVu. The YouVu logo and trade mark appearing on the Website is the trade mark of YouVu.  Subject to the limited right of use set out in clause 2.1, these Terms and Conditions do not convey any intellectual property rights in the Service to the Customer.

7.                          Warranty Disclaimer and Limitation of Liability

7.1                      Where any applicable legislation implies any term, condition or warranty into these Terms and Conditions or into YouVu's relationship with the Customer or otherwise gives the Customer a particular remedy against YouVu ("Implied Terms") and that legislation or any other legislation prevents the operation of provisions excluding or modifying the application of the Implied Terms, then the Implied Terms will be deemed to be included in these Terms and Conditions.  However, YouVu's liability for any breach of an Implied Term will be limited, to the extent permitted by law, at YouVu's option, to the supplying of those services again or the payment of the cost of having those services supplied again.

7.2                      Except as expressly provided in clause 7.1, all terms, conditions, warranties, undertakings, inducements and representations, whether express or implied, statutory or otherwise, relating in any way to the Service are excluded.

7.3                      Without limiting the preceding clauses, in no event will YouVu or its suppliers be liable to the Customer or any third party for any damages, losses or injuries, regardless of how arising, whether in tort (including negligence), contract or strict liability, resulting from the loss, delayed display, corruption, unauthorised access or modification of any information, image, file or other document received, transmitted, displayed or stored using the Service.  Further, YouVu will not be liable to the Customer for any remote, indirect, consequential, special or incidental loss or damage, including without limitation, loss or damages resulting from loss of profit or loss of data.  This limitation will apply even if YouVu has been advised of the possibility of such damages.

7.4                      Subject to clause 7.1, regardless of the form of action and without limiting the other provisions of this clause 7, YouVu's aggregate liability to the Customer for damages shall not exceed the sum paid to YouVu by the Customer under these Terms and Conditions at the date such liability arises.

                     8.                          Indemnity

8.1                      The Customer indemnifies and will hold harmless YouVu and its suppliers against any loss, costs, expenses, demands or liability, whether direct or indirect or consequential, arising from:

(a)                        any breach by the Customer or any of its employees, agents or contractors of these Terms and Conditions;

(b)                        the negligence of the Customer or any of its agents, employees or contractors; or

(c)                        any claim made against YouVu and/or the Customer by a third party (including another customer of YouVu) arising from the use of the Service by the Customer.

9.                          Term and Termination

9.1                      These Terms and Conditions come into force at the time that the Customer enters "Agree" in the box at the foot of these Terms and Conditions.

9.2                      YouVu or the Customer may at any time immediately terminate the Customer's licence to use the Service and the agreement constituted by these Terms and Conditions, if:

(a)                        the other party breaches these Terms and Conditions; or

(b)                        the other party becomes insolvent; or

(c)                        YouVu's licences from its suppliers for use of the Software terminates.

Such termination will not affect any rights of one party against the other which arose prior to the termination, including YouVu's rights to payment of fees and charges.

10.                      Amendment to these Terms and Conditions

YouVu may amend these Terms and Conditions from time to time by posting both a notice that the Terms and Conditions have been amended and a revised version of the Terms and Conditions on the Website (YouVu.com.au), or by providing other reasonable notice to the Customer of the terms of the amended Terms and Conditions.  The Customer's continued use of the Service after amendment to the Terms and Conditions in accordance with this clause will constitute acceptance by the Customer of the amended Terms and Conditions.

11.                      General

11.1                  If the whole or any part of these Terms and Conditions is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction.  The remainder of these Terms and Conditions have full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected.  This clause has no effect if the severance alters the basic nature of the Terms and Conditions or is contrary to public policy.

11.2                  The waiver by a party of a breach does not constitute a waiver of any other breach.

11.3                  YouVu will not be liable for delays or inability to perform due to causes outside of its reasonable control, including but not limited to, acts of God, labour disruption or interruptions to power supply or the operation of telephone lines.

11.4                  Nothing in these Terms and Conditions shall be deemed to constitute a partnership, joint venture, agency or other legal relationship between YouVu and the Customer other than that of supplier and customer.

11.5                  The Customer will not assign the agreement constituted by these Terms and Conditions, or any part of these Terms and Conditions without YouVu's prior consent in writing.

11.6                  These Terms and Conditions are governed by the law in force in New South Wales, Australia.  The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them for determining any dispute concerning these Terms and Conditions.  Each party waives any right it has to object to an action being brought in those courts including claiming that the action has been brought in an inconvenient forum or that those courts do not have jurisdiction.

11.7                  These Terms and Conditions constitute the entire agreement of the parties about their subject matter and any previous agreements, understandings and negotiations on that subject matter cease to have any effect.

If you agree to be bound by these Terms and Conditions, you should indicate your acceptance by ticking the acceptance box and then clicking the “Create” button.  Entering ticking the acceptance box and then and clicking "Create" a legally binding contract will be formed between you and YouVu.