Terms & Conditions

As at 17/02/2012

This website at the domain http://www.themaxiclub.net/ (Website) is operated by “The Maxi Club” (ABN 57 851 250 104) (we, us or our).

By completing the registration process at the Website to become a member of “the Maxi Club” (Community), you are entering into an agreement with us directly and agree to these terms and conditions and the Website Terms of Use (together referred to as the Agreement).

You acknowledge and agree that the Agreement may be amended from time to time without notice to you. By continuing to use the Website you accept and are bound by the Agreement as it applies from time to time.

You acknowledge that the intellectual property in the Website and the content management system powering the Website(Content Management System), and the data contained in the Content Management System are owned by The Maxi Club (ABN 57 851 250 104) (Private Label Licensor) .

1. Term

1.1. The Agreement commences upon you completing and submitting your registration form at the Website (Registration Form) and the Private Label Licensor (or it agents) receiving for and on our behalf from you, the fee specified in paragraph 12.1 or 12.2, and continues until terminated in accordance with the termination provisions in paragraph 14.

1.2. Upon commencement of this Agreement, we will open your account and you will be regarded as a member of the Community.

2. Access and Use

2.1. As a member of the Community, we grant you the right to access and use: and use:

1. the Website;
2. Content generated in forums, chat rooms and blogs and from content reviews and other parts of the Website that has been generated by other members of the Community (User Submissions);
3. content including printed matter, audio content, video content and other digital content (Digital Content) which we have uploaded onto the Website to be downloaded or viewed by you;
4. Digital Content which has been uploaded onto the Website by a Private Label Licensor to be downloaded or viewed by you; and
5. e. Digital Content which has been uploaded onto the Website by other private label partners who have been granted a licence from the Private Label Licensor (Private Label Partners) to be downloaded or viewed by you.

subject to and on these terms and conditions. For the purposes of these terms and conditions, the content referred to in paragraphs 2.1 (c), (d) and (e) are together referred to as Content Submissions.

2.2. As a member of the Community, we grant you the right to create your own content on the Website in the form of a member profile, participation in forums and chat rooms and blogs and in content reviews (Your Submissions), subject to and on these terms and conditions.

2.3. You acknowledge and agree that only you are authorised to access and use the Website, Content Submissions and User Submissions and that you must not allow any other person to access or use your account or the Website, Content Submissions or User Submissions.

2.4. You acknowledge and agree that the grant of rights pursuant to these terms and conditions does not confer any rights (proprietary or otherwise) to you in relation to the Website, Content Submissions or User Submissions or any of the intellectual property rights in any of the Website, Content Submissions or User Submissions.

3. Your Account

3.1. You must only access and use your account, and access, use and download the Website, Content Submissions, User Submissions and Your Submissions in good faith, legally and in the manner intended.

3.2. You must only use your account and the Website, Content Submissions, User Submissions and Your Submissions for your own personal individual use and not for any commercial solicitation.

3.3. You must only liaise with us regarding your access and use of your account, the Website, Content Submissions, User Submissions and Your Submissions .

3.4. You must ensure that all information provided by you to us the Private Label Licensor is accurate, complete and up to date at all times.

3.5. You must immediately notify us if you become aware of any unauthorised use or breach of security of your account, the Website, Content Submissions, User Submissions or Your Submissions.

3.6. You must act in good faith at all times towards us, the Private Label Licensor and provide assistance and cooperation as and when reasonably requested by us the Private Label Licensor including implementing practicable remedies to stop breaches or improper or unauthorised use of your account or the Website, Content Submissions, User Submissions and Your Submissions from occurring.

3.7. You must comply with all applicable laws governing or affecting the access and use of your account, the Website, Content Submissions, User Submissions and Your Submissions.

4. Prohibitions

4.1. You must not license, sell, transfer, vary, part with possession of, use or otherwise deal with your account, the Website, Content Submissions or User Submissions except as specifically permitted pursuant to these terms and conditions or as otherwise agreed in writing by us or the Private Label Licensor.

4.2. You must not decompile, copy, alter, modify, reproduce, publish, adapt, create a derivative work of, reverse engineer, de-code, interfere with, or in any way disassemble or otherwise the Website, Content Submissions or User Submissions, or any part of the Website, Content Submissions or User Submissions.

4.3. You must not use or launch or allow any other person to use or launch any automated system, including without limitation “robots”, “spiders”, “offline readers” or software yet to be invented, that accesses any part of the Website, Content Submissions or User Submissions in a manner that sends more request/download messages to our servers the Private Label Licensor’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser.

You must not collect or harvest any personally identifiable information, including member names from the Website, Content Submissions or User Submissions.

4.5. You must not circumvent, disable or otherwise interfere with security-related features of your account or the Website, Content Submissions, User Submissions or Your Submissions. If you are in breach of this obligation, any third party costs incurred by us the Private Label Licensor in order to rectify such security-related features will become a liquidated debt immediately payable by you to us the Private Label Licensor (as the case may be), in addition to the rights of indemnity pursuant to these terms and conditions.

4.6. You must not use your account or the Website, Content Submissions, User Submissions or Your Submissions to transmit any unlawful, harassing, libelous, defamatory, discriminatory, abusive, threatening, harmful, vulgar, obscene, sexual or otherwise objectionable material of any kind or nature.

4.7. You must not interfere with or disrupt other members use of the Community, Website, Content Submissions, User Submissions or Your Submissions. You must not manipulate any of the information in the Website, Content Submissions or User Submissions.

5. Acknowledgements

5.1. You acknowledge that the information provided by us, the Private Label Licensor and any other persons in the Website, Content Submissions and User Submissions is intended for general use only and does not take into account your particular objectives, situation or advisory needs, nor does the information provided constitute investment, legal, medical or other professional advice.

5.2. You acknowledge that the information in the Website, Content Submissions and User Submissions is intended only to provide general advice. It is not intended to be, nor should it be, relied upon as a substitute for financial, legal, medical or other professional advice.

5.3. You acknowledge and agree that you should seek financial, legal, medical or other professional advice before acting or relying on certain information in the Website, Content Submissions and User Submissions. Your use of the Website, Content Submissions and User Submissions is not intended to, and does not create a professional adviser and client relationship between you and us, the Private Label Licensor, or any third party contributors.

5.4. You acknowledge and agree that in accessing and using the Website, Content Submissions and User Submissions, you may be exposed to content from a variety of sources and that we, the Private Label Licensor are not responsible for the accuracy, usefulness or safety of such content.

5.5. You acknowledge that you may be exposed to Content Submissions and User Submissions that you may find to be inaccurate, offensive, indecent or objectionable and you will not hold us, the Private Label Licensor liable in any way for any such Content Submissions and User Submissions.

5.6. You acknowledge that we, the Private Label Licensor do not endorse any Content Submissions or User Submissions and you agree that we, the Private Label Licensor will not be held liable for any Content Submissions or User Submissions.

6. Your Submissions

6.1. You warrant that you hold all right, title and interest in the intellectual property rights in Your Submissions and that the use of Your Submissions as contemplated in this Agreement will not infringe any third party intellectual property rights. You indemnify and will keep indemnified us and the Private Label Licensor against any claims made by any third party in respect of such intellectual property rights.

6.2. You acknowledge and agree that we the Private Label Licensor may remove any of Your Submissions at any time without notice to you and we the Private Label Licensor will not be held liable for any such action and you will not be entitled to a refund of any monies paid.

6.3. You acknowledge and agree that you are liable for Your Submissions. You indemnify us the Private Label Licensor in respect of any claims made by any third party in respect of Your Submissions.

7. Usernames and Passwords

7.1. You must keep your username and password for your account strictly confidential and not disclose it to any other person.

7.2. You acknowledge and agree that we the Private Label Licensor may amend at any time, your username, password and other security procedures for accessing and using your account or the Website, Content Submissions, User Submissions or Your Submissions.

7.3. You must not allow any other person to access or use your account, the Website, Content Submissions, User Submissions or Your Submissions using your username or password.

7.4. In the absence of notice from you that the confidentiality of your username and password has been compromised, we the Private Label Licensor will be entitled to construe all activity in relation to your account, the Website, Content Submissions, User Submissions and Your Submissions using that username and password as being for and on behalf of you, and you agree to pay all fees so incurred and to take responsibility for all actions and omissions of persons using your username and password.

8. Fair Use Policy

8.1. You must comply with our Fair Use Policy which has been established to protect us the Private Label Licensor against abuse of content download privileges.

8.2. You may only download the number of separate Content Submissions per month as specified in the Schedule, as varied from time to time. We deem this amount as the volume of content that you can reasonably consume in this period of time.

8.3. You acknowledge and agree that if you reach the monthly limit of the fair use policy as specified in paragraph 8.2, you will receive an email notification. If you download further Content Submissions during that month, we may suspend or terminate your account.

9. Affiliate Program

No affiliate program exists.

10. Website Terms of Use

10.1. You must comply with the Website Terms of Use.

11. Privacy Policy

11.1. You must comply with the Privacy Policy.

12. Fees

12.1. In consideration for membership of the Community, you must pay us in advance by credit card, the monthly fee specified in the Schedule (Monthly Fee) for the period of your membership subject to paragraph 12.2.

12.2.If we or the Private Label Licensor are holding a promotion to increase membership in the Community, instead of the Monthly Fee you may pay us in advance by credit card, the promotional fee specified in the promotion (Promotion Fee) in respect of the period of membership specified in the promotion (Promotion Period). You acknowledge and agree that on the date on which the Promotion Period expires (Promotion Period Expiry Date) the fee payable for each month of membership thereafter will be the Monthly Fee and paragraph 12.1 will apply.

12.3.You agree and authorise the Private Label Licensor (or its agents) for and on our behalf, to debit your credit card in advance with the Monthly Fee on:

1. each monthly anniversary of your date of registration; or
2. b. if you became a member pursuant to a promotion referred to in paragraph 12.2, the day immediately following the Promotion Period Expiry Date and then each monthly anniversary of the Promotion Period Expiry Date,

(each such date being a Billing Date) in respect of the grant of your right to access and use your account, the Website, Content Submissions, User Submissions and Your Submissions during that next monthly period.

12.4. If a Monthly Fee is not received within the default period specified in the Schedule (Default Period), your account will be in default and we or the Private Label Licensor may suspend or terminate your account. If the Monthly Fee is not received within the liability period specified in the Schedule (Liability Period), you will be liable for any fees we the Private Label Licensor incur in collecting any unpaid amounts (including legal and debt collection fees) and you authorize us the Private Label Licensor to debit your credit card for such fees incurred.

12.5. You acknowledge and agree that the Promotion Fee and Monthly Fee is payment for the grant to you of the right to access and use during a month of your membership your account, the Website, Content Submissions, User Submissions and Your Submissions irrespective of the number of times you access and use your account, the Website, Content Submissions, User Submissions and Your Submissions during that month. Such fees will not be refundable except as otherwise specified in these terms and conditions.

12.6. As expiration of credit card expiry dates are a common cause of payment declines, we recommend that you enter and update the payment area of your account regularly to ensure that your personal and payment details are accurate, up to date and complete.

12.7. If you have any issues or disputes regarding your fees or payments, you must contact us in writing within the fee dispute period specified in the Schedule (Fee Dispute Period). If you do not bring any issue or dispute to our attention within this period, you agree that you have waived your right to resolve any such issue or dispute and we the Private Label Licensor will not be required to consider the issue or dispute raised.

12.8. You acknowledge that we the Private Label Licensor may vary the Monthly Fee by providing at least 60 days written notice to you.

12.9. Payment of amounts payable pursuant to these terms and conditions will only be deemed received upon receipt of cleared funds. Payments must be made in full without any abatement, set off or deduction.

12.10. All fees are payable in Australian currency unless otherwise stated.

13. Intellectual Property Rights

13.1. You acknowledge that the Private Label Licensor or its licensors owns all the right, title and interest in the Website and the Content Management System and in all related source code, content and artwork (except for such artwork supplied by us) and in any modification, upgrade or variation.

13.2. You must not copy, reproduce, distribute, transmit, broadcast, display, sell, licence or otherwise exploit any of the Content Submissions or User Submissions without the prior written consent of the Private Label Licensor and the copyright owner.

13.3. You must not infringe the intellectual property rights of us the Private Label Licensor, Private Label Partners or third party contributors in relation to the Website, Content Submissions or User Submissions.

14. Suspension and Termination

14.1. We the Private Label Licensor may suspend or terminate your access and/or use of your account, the Website, Content Submissions, User Submissions or Your Submissions or any part of your account, the Website, Content Submissions, User Submissions or Your Submissions at any time without notice to you.

14.2. We the Private Label Licensor may immediately terminate your account and this Agreement with written notice to you if we the Private Label Licensor cease to offer or provide the Website or the Community or the Content Management System.

14.3. We the Private Label Licensor may immediately terminate your account and this Agreement with written notice to you if you breach these terms and conditions, the Website Terms of Use or the Privacy Policy. In the event of such termination, you will not be entitled to receive any refund of any fees paid or payable under these terms and conditions.

14.4. You may terminate your account and this Agreement at your next Billing Date provided you have given us the written notice of termination specified in the Schedule.

14.5. You may terminate your account and this Agreement at your next Billing Date provided you have given us the written notice of termination specified in the Schedule.

14.6.On termination of your account and this Agreement, you will cease to have access and use of your account, the Website, Content Submissions, User Submissions and Your Submissions.

14.7. On termination of your account and this Agreement you remain liable for any outstanding but unpaid Promotion Fee and Monthly Fees.

15. Liability

15.1. You acknowledge and agree that your access and use of your account, the Website, Content Submissions, User Submissions and Your Submissions is at your sole risk.

15.2. You acknowledge that due to factors outside our control (including internet and telecommunications traffic and technical difficulties) or for maintenance, repair or updates of the Website, Content Submissions, User Submissions or Content Management Systems, access and use of and reliance on your account, the Website, Content Submissions, User Submissions and Your Submissions:

1. may not be continuous or uninterrupted;
2. may not be accurate or virus free;
3. may fail; or
4. may be defective, or suffer errors,

and you agree without limitation, that you will not hold us the Private Label Licensor liable for any direct or indirect loss or damage (including but not limited to consequential damages or loss of profits) suffered by you arising from or related to any difficulties, interruptions, inability, failure or delay, in providing access and/or use of your account, the Website, Content Submissions, User Submissions or Your Submissions. You acknowledge that no refunds or fee adjustments will be made in any such circumstance.

15.3. We, the Private Label Licensor will not be liable to you for any loss, damage (including any remote, indirect, consequential or incidental loss or damage) suffered by you in accessing or using your account, the Website, Content Submissions, User Submissions or Your Submissions.

15.4. You acknowledge and agree that the liability of us the Private Label Licensor is limited to at our option:

1. a. in the case of goods, the replacement, repair or resupply of those goods or the cost of replacement, repair or resupply; and
2. b. in the case of services, the resupply of those services or the cost of resupply.

15.5. We, the Private Label Licensor will not be liable for any loss, damage or expense incurred or suffered by you (including, but not limited to, incidental and consequential damages, loss of profits or damages) as a result of any action or omission made by you based on or relating to any information or recommendation provided or relied upon in the Website, Content Submissions or User Submissions.

15.6. We the Private Label Licensor do not warrant that the Website, Content Submissions, User Submissions, Your Submissions or its servers will operate free from any computer viruses or other harmful code. If your access and/or use of your account, the Website, Content Submissions, User Submissions or Your Submissions, or if receipt of any information from the Website, Content Submissions, User Submissions or Your Submissions results in the transmission of any computer virus, we the Private Label Licensor will not be liable for any loss or damage suffered (including, but not limited to, consequential damages, loss of profits or damages) in connection with or resulting from such access and/or use.

15.7.We the Private Label Licensor are not obliged to put in place any substitute or alternative system should there be a failure or delay in the access and/or use of your account or the Website, Content Submissions, User Submissions or Your Submissions.

16. Indemnity

16.1. We the Private Label Licensor will not be liable to you for, and you indemnify and will keep indemnified, us, the Private Label Licensor from all present and future claims (including but not limited to third party claims), actions, demands, proceedings, losses (including consequential losses), costs (including but not limited to legal costs), expenses, penalties and liabilities incurred, suffered or brought against us, the Private Label Licensor or a Private Label Partner arising from your breach of any of your obligations or warranties pursuant to these terms and conditions, you being negligent in the use, access or other involvement with your account or the Website, Content Submissions, User Submissions or Your Submissions or your breach of any intellectual property rights.

17. Warranties

17.1. You warrant that you are 18 years of age or older and legally able to enter into this Agreement.

17.2.You warrant that all information provided by you to us or the Private Label Licensor for the purposes of this Agreement is accurate, complete, up to date, not misleading, can be substantiated and complies with all applicable laws, regulations and codes.

17.3. To the extent permitted by law, we the Private Label Licensor make no guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including but not limited to, content, quality, accuracy, completeness, effectiveness, reliability, fitness for a particular purpose, usefulness, use or results to be obtained from your account, the Website, Content Submissions, User Submissions or Your Submissions.

18. Products and Services

18.1. You acknowledge and agree that we may from time to time offer or sell products and/or services through the Website and that the Private Label Licensor is not liable in any way for the sale or provision of such products and/or services and that such sale or provision of products and/or services are governed by separate and independent terms and conditions.

19. Hyperlinks

19.1. The Website, Content Submissions and User Submissions may contain hyperlinks to other websites owned and operated by third parties (Linked Sites). The Linked Sites are not under our control and we the Private Label Licensor are not responsible or liable for, nor do we the Private Label Licensor necessarily sponsor, endorse or approve any information or any hyperlink contained on Linked Sites. Any linking to Linked Sites is at your own risk.

19.2. You acknowledge that we the Private Label Licensor have no control over, and assume no responsibility for the content, privacy policies or practices of any Linked Sites. We will not and cannot censor or edit the content of any Linked Site.

19.3.We the Private Label Licensor make no warranties or representations regarding the quality, accuracy, reliability, completeness, timeliness, merchantability or fitness for purpose of any or all of the information on the Linked Sites.

19.4. We the Private Label Licensor are not a party to any transaction between you and the owners or operators of the Linked Sites. Your use of and access to a Linked Site is subject to the terms of use of that site in addition to these terms and conditions.

19.5. You release us the Private Label Licensor from any liability arising from your use or access to a Linked Site.

20. General

20.1. You may not assign any of your rights or obligations under this Agreement without the prior written consent of us the Private Label Licensor. You must pay for any costs we or the Private Label Licensor incur in effecting any such assignment.

20.2. We may assign our rights or obligations under these terms and conditions to another third party with the prior written consent of the Private Label Licensor. We do not require your consent.

20.3. These terms and conditions are governed by and will be construed according to the laws of Victoria, Australia.

20.4. If any part of this Agreement is deemed to be illegal, void or unenforceable, that part of the Agreement will be severed to the extent of that illegality, voidness or unenforceability, without invalidating the remaining provisions.

20.5. Any failure or delay by either party in exercising any rights or remedy will not constitute a waiver.

20.6. To the extent permitted by law, these terms and conditions together with your Registration Form and the Website Terms of Use comprise the entire agreement and embody the entire understanding of the parties and supersedes any prior written or verbal or other agreements between the parties.

20.7. If there is any inconsistency between the Website Terms of Use and these terms and conditions, these terms and conditions will prevail to the extent of any inconsistency.

20.8. Paragraphs 3.1, 3.2, 3.6, 3.7, 4 to 6 (inclusive) and 12 to 20 (inclusive) survive termination of these terms and conditions.

Schedule

Content Submissions which may be downloaded per month as per Fair Use Policy	Thirty (30) or such other number as specified in the "Help Centre" on the Website
Joining Fee	AUD $35 (including GST)
Monthly Fee	AUD $49 (including GST)
Default Period	Three (3) days after a Billing Date
Liability Period	Six (6) days after a Billing Date
Fee Dispute Period	Thirty (30) days after the date you were invoiced
Notice of Termination	Written notice at least seven (7) days prior to your next Billing Date