Marketplace Lister Terms of Service

For The Makers Pty Ltd (trading as Making Things) (“Making Things”) provides an online marketplace to buy and sell Patterns. These Terms of Service apply to the listing of goods on the Platform.

Last Updated April 4, 2018

Agreement

You should read these Terms of Service (“Agreement”) carefully.

This Agreement governs the provision and use of the Services and the Platform by Listers.

In this Agreement, the words “Making Things”, “we”, and “us” refer to For The Makers Pty Ltd (ACN 623 639 690) trading as Making Things and includes its directors, employees and agents; and “Lister”, "you" or "your" means the person, company, association or organisation who accepts these Terms of Service. Acceptance will be deemed by registration or listing of goods or services on the Marketplace.

By accepting these Terms of Service, you agree to the obligations imposed on you under this Agreement and, in exchange, we agree to provide you with access to the Services.

1. Definitions

1.1

In this Agreement, the following expressions shall have the following meanings, unless otherwise stated:

Agreement’ or ‘Terms of Service’ means these Terms of Service, as may be amended by us from time to time, at our sole discretion.

Business Day’ means a day that is not a Saturday, Sunday or public or bank holiday in Victoria, Australia.

'Charges' means the charges set out in Clause 5, calculated at the rates set out in Clause 5 or as otherwise published by us on the Platform from time to time.

Confidential Information’ means:

a)

this Agreement;

b)

a party to this Agreement;

c)

any asset, business, property, right, trade secret, know-how, operation, employee, customer, customer and supplier list, database, finances, transaction, technical methodology, operating procedure or affair of any party or a Related Entity of that party (as that term is defined in the Corporations Act 2001 (Cth); and

d)

all information, data, trade secrets, know-how and intellectual property in relation to the Products.

Commencement Date’, in relation to any Lister, means the date on which the Lister creates an account on the Platform for the purposes of listing on the Marketplace.

‘Intellectual Property Rights’ means all present and future intellectual and industrial property rights of whatever nature (whether or not registered or registrable), including, but not limited to, all technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights, whether created, written, developed or brought to existence by us or you in the provision of the Services.

Marketplace’ means the online platform located on or via the Platform at makingthingsapp.com, through which certain goods and services can be negotiated, bought or sold.

Pattern’ means a digital design, blueprint or set of instructions for making knitted or crocheted products or any other such textiles or goods.

'Payment Processing Services' means any services which we provide to Listers pursuant to this Agreement which are to be used to process payments in relation to subscription fees or listings on the Marketplace.

Platform’ refers to both the App and the Website as one complete offering.

Purchaser” means any person who purchases goods and/or services listed by Listers for sale on the Marketplace.

Registration Data” means information provided by you to us for the purposes of your registration to access certain sections of the Platform including, but not limited to, your name, your business or trading name, Australian Business Number, Australian Company Number, business address and contact details.

Services’ refers to the Marketplace and the Payment Processing Services and the services provided by Making Things pursuant to Clause 2.

'Term' means the term of this Agreement, which shall commence on the Commencement Date of this Agreement and shall thereafter continue for as long as a Lister maintains an account.

Termination’ means termination of this Agreement pursuant to Clause 10.

User’ means a reference to any person using the Services, whether they are a Lister, Purchaser or a person who browses, visits or otherwise uses the Platform, the Marketplace or the Services, within the meaning of the Marketplace User Terms of Service located at makingthingsapp.com/marketplace-user-tos

Website’ means the website located at makingthingsapp.com or any other website nominated by us from time to time.

1.2

In order to confirm your agreement to these Terms of Service, you will be required to electronically mark a ‘tick’ in the relevant on-screen box on the Platform and to signify which of the Services you require us to provide you with. This will show you the Charges which shall be payable by you to Making Things, should you wish for us to provide you with the Services selected by you. Your continued use of the Services will be deemed to be acceptance of these Terms. If you do not agree to these Terms you should immediately cease accessing the Platform and using the Services.

2. Overview of Services

2.1

Listers will be able to access and use the Marketplace which allows Listers to upload and display their business details, goods and services on the Platform.

2.2

The Marketplace is a portal or conduit providing Users with an online platform through which persons may list, advertise, sell or exchange goods and/or services. The Marketplace allows Users to easily create and sell Patterns. We do not supply or sell goods and/or services on, or via, the Platform.

2.3

As a Lister, you will have:

a)

the ability to create a business profile to be displayed on the Marketplace which includes, but is not limited to:

I)

a brief bio (250 words maximum) which provides background as to who the Lister is and what they love to make;

II)

a display of up to one profile picture relating to the Lister’s business;

III)

your contact details, including an email address and one unique website URL;

IV)

links to any of the Lister’s relevant social media profiles; and

V)

a description of the goods and / or services that the Lister is able to offer to Users.

b)

the ability to create a business profile to be displayed on the Marketplace which includes, but is not limited to:

c)

the ability to chat with Users using the Platform’s integrated chat features;

d)

the ability to create personalised promotions in relation to goods and / or services you are able to offer to Users, including discounts, specials and sales for the goods and / or services;

e)

the opportunity to access performance data in relation to your business which was created, or has come into existence, as a result of your use of the Platform such as ratings and reviews from Users regarding their experience with your goods and / or services.

2.4

All purchases and / or payments made in furtherance of this Agreement by utilising the Services is between you and the end User and this agreement is made to the exclusion of Making Things.

3. Using the Services

3.1

Subject to you registering in accordance with clause 4, Making Things will provide you with access to the Platform and use of the Services for an indefinite period.

3.2

You must take precautions to ensure that when accessing the Services, you do not expose your telecommunications or computer systems to viruses, malware or other forms of interference that may damage your telecommunications or computer systems. Making Things takes no responsibility for any such damage to your telecommunications or computer systems which may arise in connection with your access to the Platform and use of the Services.

3.3

Any information we provide to Listers is supplied in good faith, but we do not guarantee the accuracy or completeness of any information provided by us or any third party, including any User or other Lister. You agree that it is your responsibility to make enquiries as to the accuracy or completeness of any information which we receive from you or you receive from third parties.

3.4

We shall not be obliged to provide any Services to you except pursuant to this Agreement.

3.5

You agree that you will bear the sole responsibility for any activity that occurs on your account. You must keep your Making Things account details and password secure, as you are responsible for any activity on your account (whether undertaken by you or anyone else). You agree to notify us immediately if you become aware of or suspect any security breach or unauthorised use of your Making Things account.

3.6

Making Things may discontinue or stop (temporarily or permanently) providing access to the Services to you, Users, members or guests generally, at its absolute discretion and without prior notice to you.

3.7

Making Things may, at its absolute sole discretion, terminate or suspend your account or restrict your access to the Services for any reason including for security, technical, maintenance, legal or regulatory reasons, or due to any breach of these Terms of Service. If we do this, you may be prevented from accessing all or parts of the Services, your account details or other content contained in your Making Things account. We will not be liable to you or any third party for doing so. We may impose limits or restrictions on your use of the Services. Further, for security, technical, maintenance, legal and / or regulatory reasons, or due to any breach of these Terms of Service, we may withdraw the Services or change or remove the functions of the Services at any time without notice to you.

3.8

We shall only be obliged to provide you with the Services through the Platform, unless otherwise agreed with you in writing.

3.9

Provided you comply with your obligations under this Agreement (including in relation to payment of the Charges), we shall use our reasonable endeavours to provide the Services to you.

3.10

You acknowledge that we have no obligation to provide you with customer support of any kind. However, we may provide you with customer support from time to time, at our sole discretion, provided that you submit your enquiries to hello@makingthingsapp.com

3.11

The Services may contain links to other websites. Those links are provided for convenience only and may not be current. Any hyperlinks or banners advertising other websites on the Platform or from websites that are external to the Platform which advertise the Platform are not subject to our control or privacy standards, policies and procedures. Making Things will not be responsible for the content or privacy practices associated with such linked websites and we recommend that you make your own enquiries as to the privacy and other policies of these third parties.

3.12

If you fail to comply with this Agreement, Making Things may, at its absolute discretion and without liability:

a)

Immediately, temporarily or permanently withdraw your right to access and use the Services (including deletion of your account);

b)

immediately temporarily or permanently remove goods and /or services listed by you for sale on the Marketplace;

c)

take any other legal action against you; or

d)

refer or report any suspected fraudulent, abusive or illegal activity to relevant law enforcement authorities.

4. Registration

4.1

To access the Services, you must register with Making Things by providing us with Registration Data as requested. You may not use one email address to register for multiple accounts.

4.2

You warrant that persons providing the Registration Data have the relevant authority to provide such information and to enter contracts on behalf of the Lister seeking registration with Making Things, and that the business has the capacity to offer the goods and / or services listed by the Lister on the Marketplace.

4.3

In the event that you provide Registration Data to us, you represent and warrant to us that the Registration Data provided is true, complete, accurate and up to date, and you undertake to maintain the truthfulness, completeness and accuracy of your Registration Data as necessary and / or as required by us.

4.4

If you provide us with Registration Data you consent to the possibility that:

a)

you may receive emails from us confirming the details of your registration with Making Things and providing you with necessary information relating to your access and use of the Services; and

b)

from time to time, we may email you regarding our Services or third-party products and services which we believe may be of interest to you, such as new products, services, features, special offers and updated information. The emails may contain code that enables our database to track your usage of the emails, including whether the email was opened and / or what links (if any) were clicked. We may combine that information with other information which we have about you and may use that information to improve your site experience and / or provide customised email communications to you.

4.5

You acknowledge that we may use your Registration Data and any other personal information provided to us in accordance with the Making Things Privacy Policy, which you can view at makingthingsapp.com/privacy

5. How much do we charge for the Services? And how do you, as a Lister, get paid?

5.1

You agree that immediately upon registration in accordance with Clause 4, you will be able to list items for sale on the Marketplace. Making Things charges 20% commission (or equivalent) of the total sale price of all products sold in the Marketplace (the “Charges”). The Charges will be deducted from the total sale price before the remainder is transferred to you, the Lister.

5.2

Making Things uses Stripe to process the Charges. Payment processing services for Orders and/or Services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By placing an order and using Stripe to process payments you agree to be bound by the Stripe Services Agreement, which may be modified by Stripe from time to time. As a condition of enabling payment processing services through Stripe, you agree to provide us with accurate and complete information about you and your business, and you authorize us to share it and transaction information related to your use of the payment processing services provided by Stripe.

5.3

Use of any data associated with registration, your business profile or payment of any Charges will be made in accordance with Making Things Privacy Policy, which you can view at [insert link].

5.4

You acknowledge that we may use your Registration Data and any other personal information provided to us in accordance with the Making Things Privacy Policy, which you can view at makingthingsapp.com/privacy

5.5

You agree to indemnify us for any loss, liability or cost that we directly or indirectly suffer in relation to any tax laws or rulings as a result of, or in connection with the provision of the Platform, your use of the Services or this Agreement.

6. What are your obligations?

6.1

You shall at all times during the Term comply with your obligations under this Agreement and fulfill your obligations in a timely manner.

6.2

Your obligations include, but are not limited to, the following:

a)

Creation and Maintenance of Profile

a)

The Lister bears sole responsibility for creating a profile to be displayed on the Marketplace with high-resolution images and a brief profile summary. The profile created by the Lister must be reflective of the actual goods and / or services offered, and must not be misleading or deceptive.

b)

Defamatory Content

a)

The Lister must not upload any content to the Platform that promotes intolerance, racism, illegal behaviour or contains defamatory content. Making Things reserves the right (but not the obligation) to amend or remove any content uploaded to the Platform without the uploader’s consent and without notice to the uploader (including for the purposes of attempting to avoid the upload of content prohibited by this Clause 6.2).

c)

Quality of Pattern

a)

Any Pattern listed for sale on the Marketplace should be complete and of sellable quality. All accompanying images should be clear and relevant.

d)

Originality of Design

a)

All Patterns uploaded to the Platform for sale should be original works. The Lister must ensure that designs uploaded to Making Things do not infringe the Intellectual Property Rights of other Users or any third party.

e)

Viruses and Hacking

a)

You must not misuse any part of the Platform by introducing viruses, trojans or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to any part of the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform. You must not engage in any activity that interferes with or disrupts the Services or the servers and networks which host the Services and you must not attempt to circumvent, disable or otherwise interfere with any security-related features of the Services or any features which prevent or restrict the use or copying of any content or enforce limitations on the use of the Services or the content of the Platform.

f)

Interactions with Users

a)

You must not advocate, support or practise discrimination based on race, religion, age, national origin, language, gender, sexual orientation, or mental or physical handicap. Any complaints regarding abuse or derogatory behaviour on the part of any Lister may see such Lister(s) removed from the Platform, result in the termination or suspension of their account and / or lead to restricted access to the Services, at Making Thing’s absolute discretion.

g)

Willing and Able

a)

At the time a Lister lists any goods and / or services on the Marketplace, such Lister must be willing and able to provide such goods and / or services to Users. All prices listed on the Marketplace should be in Australian Dollars and exclude goods and services tax (GST), unless otherwise specified. Listers are expected to respond to Users’ requests within 3 Business Days.

6.3

You acknowledge and agree that, in order for us to be able to provide the Services to you without interruption you will, at your cost, at all times:

a)

co-operate with and reasonably assist us to provide the Services;

b)

promptly provide us with full and accurate information, data and explanations with regard to any dispute, complaint, issue or otherwise that may arise, as and when required; and

c)

inform us of any abusive or allegedly abusive behaviour from any User or Lister on the Platform.

6.4

You shall procure all necessary consents or authorisations from any third parties which may be required from time to time in order for us to be able to provide the Services to you.

6.5

If we are delayed, obliged to spend additional time or incur additional expenses in order to provide you with the Services or otherwise perform any of our obligations under this Agreement by reason of your act, omission, failure to provide information (in a timely manner or at all) or your instructions, you shall compensate us by reimbursing us for any additional reasonable costs and expenses incurred by us or on our behalf. In this situation, any agreed delivery or action times specified or implied by us regarding any of our obligations to you shall be extended accordingly.

6.6

It is your obligation to ensure that any written communication we send to you correctly reflects your details. If any changes occur to your details during the Term, you must give us written notice of these changes so that we may update your details (which change will be made within a reasonable period of time).

6.7

Any goods and / or services listed on, or via, the Platform is an acknowledgement by you that you meet the specified age requirement to transact with the User, accept the terms of this Agreement and agree that these terms are binding.

7. Warranties

7.1

Any goods and / or services listed on, or via, the Platform is an acknowledgement by you that you meet the specified age requirement to transact with the User, accept the terms of this Agreement and agree that these terms are binding.

7.2

You agree to use your reasonable endeavours to ensure that the information you supply to any User or to us is complete and accurate and notify us (and, if relevant, the User(s)) in writing if there is any change to the information supplied.

7.3

Except as provided in this Agreement, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise, as to the condition, quality, performance or fitness for purpose of the Services provided in accordance with this Agreement is given by us, other than as required by law. Nothing contained in this Agreement excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, state or territory legislation where to do so is unlawful.

7.4

Except as set out in this Clause 7, we give no further warranties. All implied warranties are hereby excluded.

8. Liability and Exclusions

8.1

We will not be liable for any loss, expenses, liabilities, costs or damage caused by viruses, system failures or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of any part of the Platform, or downloading of any material or content posted on it, or on any website linked to it. We always recommend all Internet Users ensure they have up-to-date virus checking software installed.

8.2

You acknowledge that Making Things provides a marketplace service for connecting Users and Listers to use the Services, and is in no way involved in purchases or payments in relation to goods and / or services displayed on the Platform. To the fullest extent permitted by law, Making Things is not responsible for dealing with, and not liable for, any disputes or complaints made by you or any User in relation to the goods or services sold on, or via, the Platform (including any dispute or complaint regarding refunds, payment, goods or services). If you have any complaints you should raise them directly with the User.

8.3

You agree that Making Things shall not be liable to you or any third party for any:

a)

indirect, consequential, special or exemplary losses, expenses or liabilities; or

b)

loss of profits, loss of revenue, economic loss, loss of goodwill, loss, corruption or alteration of data, failure to realise anticipated savings, loss of opportunity, expectation loss or loss of production,arising out of, or in connection with, the provision or use of the Services, the Marketplace, the Platform, the App or these Terms of Service.

8.4

Notwithstanding, you agree that in any event, Making Thing’s maximum aggregate liability to you or a third party under this Agreement will be the total Charges that you have paid in furtherance of this Agreement in the preceding 3 months of the claim.

8.5

The Lister and Making Things acknowledge that the limitations of liability contained in this clause are a fair and reasonable allocation of the commercial risk between the parties. The provisions of this Clause 8 will continue to apply indefinitely after Termination of this Agreement.

9. General

9.1

The Lister and Making Things agree not to use or disclose Confidential Information relating to or owned by the other, received or disclosed to it by the other party during the Term, save for use or disclosure required in order to perform their respective obligations under this Agreement. Disclosure shall be limited to such of the receiving party's employees, officers, agents or contractors directly involved in performing the receiving party's obligations.

9.2

The Lister and Making Things agree that information is not to be regarded as confidential and that the receiving party will have no obligation regarding confidentiality where that information is already in the public domain or enters the public domain through no fault of the receiving party, or is received from a third party without any obligations of confidentiality, or is used or disclosed with the prior written consent of the owner of that information, or is disclosed in compliance with a legal requirement, or is independently developed by the receiving party.

9.3

Any Confidential Information will be returned or destroyed by the receiving party at the written request of the owner.

9.4

You allow us to refer to you in any publicity we engage in after we have provided you with the Services or, with your written permission, during our provision to you of the Services.

9.5

In the event that the parties execute a separate confidentiality agreement, the terms of that agreement shall prevail over this Clause 9 only.

10. Termination

10.1

Making Things may, at its absolute discretion, terminate this Agreement or cease to supply you with the Services, if:

a)

indirect, consequential, special or exemplary losses, expenses or liabilities; or

b)

if you are found by us to be offensive or abusive to a User or other Lister.

10.2

Either party may terminate this Agreement immediately by written notice if:

a)

the other is in breach of this Agreement to a material extent and fails to remedy the breach within fourteen (14) days of being notified of the breach in writing (if it is capable of being remedied); or

b)

the other party is bankrupt, in a voluntary arrangement, in liquidation or receivership, has ceased business or is threatened to cease business, or is otherwise insolvent (or presumed to be insolvent under the Corporations Act 2001 (Cth)).

10.3

On the Termination of this Agreement for whatever reason but pursuant to this Clause 10, we will be entitled to payment for all outstanding Charges properly incurred by us up to the date of Termination plus any Charges incurred during the notice period under Clause 10.4, and any other Charges specified in this Agreement.

10.4

Either party may terminate this Agreement at any time upon four weeks’ written notice to the other party.

11. Intellectual Property

11.1

You acknowledge and agree that Making Things owns all Intellectual Property Rights in the Services and the Platform (including all updates, improvements, modifications, new versions, any associated documentation or anything else arising or generated therefrom). This Agreement does not grant you (or anyone else) any rights to, title or interest in the Intellectual Property Rights or any other rights or licences in respect of the Services and the Platform, whether existing now or at any time in the future. You must not use, copy, modify or reproduce any part of the materials or code on, or contained within, the Platform, for commercial purposes without obtaining an express licence to do so from us or our licensors. We grant you for the duration of the Term a personal, non-exclusive, non-transferable and revocable licence to use the Intellectual Property Rights embodied in the Services to the extent necessary for you to use the Services, the Marketplace and the Platform for any business purposes.

11.2

You grant Making Things a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable right and licence to use any content uploaded or published by you on the Marketplace (‘Lister Data’) (and all Intellectual Property Rights contained therein) to enable us to provide the Services, the Marketplace and the Platform.

12. Unavoidable Events

We will not be liable to you (or anyone else) if Making Things is prevented from, or delayed in, performing its obligations under the Agreement or for failing to provide the Services by acts, events, omissions or accidents beyond its reasonable control (‘Unavoidable Events’). Where an Unavoidable Event occurs, we will attempt to recommence provision of the Services as soon as is reasonably practicable. In such circumstances, there may be a delay (sometimes a substantial delay) before we can begin or resume providing the Services to you.

13. Notices

13.1

Any notice required to be given pursuant to this Agreement shall, unless stated otherwise in this Agreement, be in English and in writing (including email communications), and be sent to the other party marked to such address as either party may from time to time notify to the other in writing.

13.2

A correctly addressed notice sent by post shall be deemed to have been received 72 hours after posting and correctly addressed emails shall be deemed to have been received 24 hours after sending.

14. Dispute Resolution

14.1

If a dispute arises under or in connection with this Agreement, before resorting to other dispute resolution mechanisms (including court proceedings, except to seek urgent interlocutory relief), the parties must attempt to resolve, by negotiation, any dispute in relation to this Agreement by referring the matter to an independent mediator for mediation.

14.2

A mediator must be appointed by agreement by the parties or, failing such agreement on the appointment of a mediator being reached within fifteen (15) Business Days of the dispute first arising, be appointed by the President of the Law Institute of Victoria, or his or her nominee, and whose costs must be paid equally by the parties.

14.3

If the dispute between the parties is not settled within fifteen (15) Business Days of the mediator initially being appointed in accordance with Clause 14.2, the parties may, at their absolute discretion, initiate court proceedings.

14.4

Notwithstanding the existence of a dispute, each party must continue to perform its obligations under this Agreement.

14.5

This Clause 14 survives the Termination of this Agreement.

15. Indemnity

15.1

To the fullest extent permitted by law, you agree that you waive, release, discharge and relinquish any and all claims that you have now or may have against Making Things which are connected with, arise out of, relate to or are incidental to the provision of the Platform and your use of the Services.

15.2

You agree to indemnify and to keep Making Things indemnified and hold it harmless from and against any and all claims, loss, damage, taxes, liabilities and/or expenses that may be incurred by Making Things arising out of, or in connection with, your use of the Platform and the Services, any breach by you of this Agreement or your use of any part of the Platform contrary to these Terms of Service or any other warnings or instructions (including labels) on the Services, or as otherwise notified to you from time to time.

15.3

The Lister agrees and acknowledges that Making Things will not be liable or responsible for any loss or damage suffered by any User due to the actions of a Lister, and the Lister will indemnify Making Things from and against any and all claims by any User in relation to any and all content created by the Lister or any actions of the Lister.

16. Linking to the Platform

16.1

You may link to the Platform, provided that you do so in a way that is fair and legal and does not damage Making Things’ reputation or take advantage of its goodwill. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on Making Things’ part where none exists.

16.2

You must not establish a link to the Platform from any website that is not owned by you (except with the website owner’s express permission).

16.3

The Website must not be framed on any other website.

16.4

Notwithstanding anything to the contrary, we reserve the right to withdraw linking permission under this Clause 16 by updating these Terms of Service on the Platform.

17. General

17.1

Variations to this Agreement will only be effective if in writing and signed by authorised representatives of both parties.

17.2

Making Things may assign, sub-contract, or otherwise transfer any or all of its rights and/or obligations under this Agreement. You may only assign, subcontract, or otherwise transfer any or all of your rights and/or obligations with Making Things prior written consent, which can be refused at Making Things absolute discretion.

17.3

A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude its future exercise or the exercise of any other power or right.

17.4

If you are using the Services for the supply of goods and / or services directly to a third party then you shall:

a)

the other is in breach of this Agreement to a material extent and fails to remedy the breach within fourteen (14) days of being notified of the breach in writing (if it is capable of being remedied); or

b)

indemnify us for any claim, loss, damage or expense incurred by us as a result of any breach of these Terms of Service by such third party.

17.5

This Agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement. Neither we nor you will have, nor represent that we or you have, any authority to make any commitments on the other party's behalf except expressly pursuant to this Agreement.

17.6

If any provision of this Agreement is held invalid or unenforceable, such provision shall, to the extent that it is invalid or unenforceable, be severed from this Agreement without affecting the enforceability or validity of any other provisions.

17.7

This Agreement shall be governed by, and construed in accordance with, the laws of Victoria, Australia. The parties unconditionally submit to the exclusive jurisdiction of the courts of Victoria.

17.8

This Agreement and any document expressly incorporated in it contains the whole agreement between us and you in respect of the subject matter of this Agreement and supersedes and replaces any prior written or oral agreements, representations or understandings between the parties. The parties confirm that they have not relied on any representation that is not expressly incorporated into this Agreement.