Vacant Moments Pty Ltd (ABN 76 107 638
193) - Affiliate Program
Please read these terms carefully - it is a condition of your
being a member of the Affiliate Program that you comply with
them.
These terms and the Acceptable Use Policy ("terms")
are the terms and conditions upon which Vacant Moments Pty
Ltd ABN 76 107 638 193 ("Vacant Moments", "we" or "us")
will give you access to the services and benefits of the Vacant
Moments Affiliate Program ("you").
These terms apply only to participation in the
Affiliate Program.
These terms apply to you as a user or reseller/supplier
of the Services. A member of the Vacant Moments Affiliate Program
("Affiliate Program") is a person or company, which
has been allocated an Affiliate ID by Vacant Moments. "List
Price" means Vacant Moments published price list for Services
as amended from time to time.
- Vacant Moments reserves the right to change
these terms and conditions, the pricing structure applicable
to the Affiliate Program and the Service generally at any
time. All Affiliates registered with Vacant Moments at
the time of such changes will be advised of the changes.
The changes will become effective upon publication of the
notice. The new
terms and conditions will be published at http://www.vacantmoments.com/affiliate_tc.htm.
Your use of the Services after publication of a notice of
amendments will be an acceptance of those amendments in respect
of all Services. If you disagree with amended terms, you
may terminate your agreement with us by 90 days notice in
writing.
- Where we vary the pricing applicable to Affiliates,
we will give at least 14 days notice of the change, and the
new prices will apply at the end of that period. If you
do not accept the variation you may terminate all Services by written notice
to Vacant Moments within 15 days of receiving notice of the varied charge, termination
to be effective 90 days after termination notice is given. If you do not give
such notice, you will be held to have accepted the varied charge.
- From time to time Vacant Moments may run
promotions and make special offers of limited time duration
("Promotions"). All Promotions are offered subject
to their terms and may be withdrawn or altered at Vacant
Moment’s discretion.
- Our agreement with you will commence when you accept these
terms and conditions and will continue until either of us
terminates the agreement by 90 days' written notice to the
other, or else as these terms provide.
- The Affiliate agrees to keep their login
password secure and you will make no claim
for any loss or damage direct or indirect arising out of
or connected with any unauthorized use of your
user id or password.
- The Affiliate agrees that the password
is given to them in complete confidence. This must not be
disclosed to any other party without prior written consent
from Vacant Moments.
- The Affiliate will not misuse any
information collected from property owners or guests using
this web site and will abide by the Vacant Moments privacy
policy.
- You indemnify Vacant Moments against all
costs, expenses, loss or liability that we may suffer (directly
or indirectly) resulting from:
- your breach of these terms;
- your use or misuse of the Service;
- the use or misuse of the Service by any person using
your account.
- You agree that you will indemnify us and will keep
us indemnified against any loss or damage of
any kind, which we may suffer (whether directly or indirectly)
as a result of any:
- breach by you or, if you are a reseller of the
part or all of the Services, breach
by any of your customers, of any of these terms and conditions,
including
without limitation the Acceptable Use Policy and the Privacy
Policy;
- breach by you or, if you are a reseller of the
Services, breach by any of your customers of the
contractual or civil legal rights
of others,
or of
any
law, guideline, policy or code of conduct;
- claim by a third party regarding your performance
or non-performance of your obligations under these
terms and
conditions or otherwise;
- claim by a third party in respect of Customer Data,
howsoever arising; or
- if you are a reseller of the Services, claim by
any of your customers against you or us in respect
of any
matter.
- We will assign you an Affiliate ID and password,
which will provide you with access to the Vacant Moments
Affiliate Area.
- When you order Services
from us and when we accept your order, we will assign you,
or at your
direction, your customer,
with an owner identification ("Owner ID") and password
which will provide access to the Vacant Moments Owner Area
and which must be used by you or your customer to configure
the features of the Service.
- You agree that all Services you order from Vacant Moments
will be supplied to you upon the terms of our online terms
and conditions.
- You agree that Vacant Moments' Services do not include
sale, lease or other grant of the right to possession of databases
or related programs or web pages. All physical equipment used
in delivery of the Services will remain the property of and
in the possession or control of Vacant Moments.
- You grant to Vacant Moments
a non exclusive, royalty free license to use, transmit, display,
adapt and
reproduce all
information, data, text, logos, images,
and/or content in any form which constitutes your customers'
Data:
- in order to fulfil our obligations under this agreement;
and
- for the purpose of providing ongoing Services
directly to customers where you become insolvent,
cease to operate
your business, or if you
fail to respond for a period of 28 days or more to reasonable
attempts to contact you (where you have not given
Vacant Moments prior notice
that you will be out of contact).
Upon termination of the customer's agreement with Vacant Moments
the license will terminate. We reserve the right to delete
the Customer Data from our systems within 30 days after termination.
You will have no claim against Vacant Moments in respect of
our use of the Customer Data in accordance with this license.
- You must pay for:
- All charges for the Services in advance as notified
to you by Vacant Moments;
- All Services, minimum charges and other amounts
incurred by you or any designated users (including
your customers)
or incurred as a result
of any use of your password (whether authorized
or not).
- Members of the Vacant Moments Affiliate Program
who have agreed to these terms and conditions and otherwise
fulfil the
criteria set out including keeping a minimum membership of
3 properties, will be entitled to acquire Services
at
a 25% discounted.
- In addition you must provide and pay for:
- the installation and use of telephone lines and
all other equipment needed to access the Services; and
- unless expressly stated as included in a price,
all government taxes, duties and levies (if any)
imposed on either you or us in respect
of
the Services or any other service or goods supplied, such as
property set ups.
- You must pay all amounts billed in accordance with our
billing, being, within 14 days of invoice. If Vacant Moments
omits charges from your invoice in a particular month, we
may include those charges
in a later invoice.
- You cannot charge a property owner more than the published
Recommended Retail Price (RRP). You can negotiate your own
fees with the property owner for
any additional service you provide in relation to assisting
in the set up the property on Vacant Moments.
- No refunds will be given for unused portions of payments
in advance unless the account has been terminated due to
Vacant Moment’s breach of these terms and conditions.
- Vacant Moments does not warrant that your
access to the above mentioned site will be secure or uninterrupted.
Vacant Moments will not be liable for any loss resulting
from you relying on the security, uninterrupted supply of
information or access on the Vacant Moments web site.
- Vacant Moments must perform scheduled maintenance
to databases from time to time. We will attempt to perform
all scheduled maintenance at times which will affect the
fewest customers.
- Vacant Moments accepts no liability for any
direct, indirect or consequential loss caused to the Affiliate
by inaccurate information supplied by the Affiliate and
the Affiliate agrees to indemnify Vacant Moments in respect
of
any claims arising there from.
- All Vacant Moments booking and information
request notifications will be sent to your customers nominated
email address(es). Vacant Moments accepts no responsibility
for
email notifications that are delayed or not delivered.
- Unless expressly provided in this agreement, we make no
warranty to any person in relation to any Services provided
except those warranties which cannot be specifically excluded
under the Australian Trade Practices Act 1974. To the extent
that the warranties implied under the Australian Trade Practices
Act apply to the provision of any Services, if at all, then
our liability for any loss arising as a result of the provision
of any Services, including economic or consequential loss
which may be sustained or incurred, is limited at our election
to:
- the supply of the Services again; or
- the payment of the cost of having the Services
supplied again.
- We have no responsibility for, or liability
in relation to, any person accessing data on your property
pages or (if you are a reseller) your customers' property
pages.
- Other than where clause 5.e applies, in all
other respects Vacant Moments will have no liability to you
pursuant to this agreement for all loss or damage, howsoever
arising.
- You
may continue to be a member of the Affiliate Program so long
as you are not in breach of these terms. If you are
in breach, and (where the breach can be remedied) you have
not remedied the breach within seven days after our notice
to you, we will have the right to suspend or terminate your
participation in the Affiliate Program and the provision of
the relevant Service without notice to you or your customers.
- You will remain liable for all amounts owing to Vacant
Moments if we suspend or terminate this agreement for any reason.
- Subject to clause 6.e, you have the right to terminate
your participation in the Affiliate Program by giving not less
than 90 days written notice to us. Doing so will not terminate
your agreement for supply of Services, which can be terminated
only in accordance with the terms of supply of the particular
Services.
- Once your participation in the Affiliate Program has
been terminated, from the date of such termination you will
no longer
be entitled to access to Affiliate Control Area and the discounts
and other benefits of the Affiliate Program.
- If Vacant Moments terminates this agreement pursuant
to clause 5.1, or if a receiver, a trustee in bankruptcy,
a liquidator,
an administrator or other like person is appointed to part
or all of your assets or business, then Vacant Moments may
contact the Affiliate's Customers in order to ensure
continued provision of Services to those Customers on the
basis that
they contract and deal directly with Vacant Moments.
- We may from time to time without notice suspend the Service
or disconnect or deny your access to the Service.
- 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; or
- If you fail to comply with any provision in this agreement
(including failure to pay charges due), until the breach
(if capable of remedy) is remedied.
Notwithstanding any suspension of any Service under this clause you shall
remain liable for all charges due throughout the period of suspension.
- If your account has been suspended or terminated
due to your breach, reactivation of your account will be
completely at our discretion.
- Vacant Moments reserves the right to refuse
to supply services to a potential customer who has previously
had its account with Vacant Moments terminated for breach.
- Vacant Moments may without notice to you
remove, amend or alter your customer's data upon being made
aware of:
- any claim or allegation; or
- any court order, judgment, determination or other
finding of a court or other competent body, that the
data is illegal, misleading, defamatory, offensive
or in breach of a third party's rights.
- Vacant Moments reserves right to remove you
for violating any of these terms and conditions without notice.
- In accepting these terms and conditions, you
also acknowledge that you have read and accepted our Acceptable
Use Policy located
at http://www.VacantMoments.com/terms.htm and
Privacy Policy located at http://www.VacantMoments.com/privacy.htm on
Vacant Moments' web site as amended
from time to time.
- The Acceptable Use Policy and the Privacy Policy form
part of these terms and conditions. Failure to abide by either
policy will constitute a breach of these terms and conditions,
and will give rise to our right to terminate or suspend the
Services, as set out in clause 6.a above.
- You are responsible for the use of the Services ordered
through your Affiliate ID and you must ensure that your customers
and any other person using the Service though your Affiliate
ID also complies with our terms and conditions of supply of
Services, the Acceptable Use Policy and the Privacy Policy,
and any other instructions that Vacant Moments gives you from
time to time.
- You must comply with any rules imposed by any third
party whose content or service you access using the Service.
- You are not permitted to assign any of your
rights under these terms and conditions to any other party
without our prior
written consent. For these purposes, an assignment will also
be deemed to have occurred if there is a change in effective
control of your business or company. We will reasonably determine
what constitutes an "effective change in control".
- If you are a reseller of the Services you
must procure that any customers that you have enter into terms
and conditions
in substantially the same form as these terms and conditions
(including the Acceptable Use Policy and Privacy Policy), along
with the Standard Terms and Conditions of Supply (as relevant),
both of which are located on the Vacant Moments web site.
- You must ensure that your customers comply with the
above terms and conditions. If your customers do not do
so, and this
results in any loss or damage being suffered by us, you agree
to indemnify us for any such loss or damage.
- You authorize us to obtain from and give
to credit reporting agencies and other credit providers
certain information about
you so that we may manage your account with us. This information
may include personal details such as your name, address,
date of birth, company details and address, credit history
and creditworthiness,
credit standing with us, and credit capacity. We reserve
the right to refuse your application for, monitor ongoing
usage
of, or restrict your access to the Services on the basis
of our assessment of credit information relating to you.
You are
entitled to see and correct any credit information we hold
about you.
- You also authorize us to exchange information about
you and your account with us to our suppliers, agents and
contractors,
and use that information for account management and business
planning.
- You agree that in providing the Services
we may elect in our absolute discretion to provide those
Services from a
server located in any location, either now or in the future.
We may relocate the servers used to supply the Service
to you and your customers without notice. We will
use all reasonable endeavours to minimize downtime, however
you will have no claim against Vacant Moments in respect
of reasonable
downtime in supply of the Services caused by migration
of servers between data locations.
- We reserve the right to change the addresses
of the URLs listed in this agreement.
- We may sublicense, assign or otherwise delegate all
or any of our rights and obligations under this agreement.
- The law of New South Wales will govern these terms
and conditions.
- We may pay a commission to a person who introduced
you to the Service.
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