BARGAINSNIPER.COM.AU TERMS OF USE

ACCEPTANCE OF AGREEMENT

This is an agreement between you and BargainSniper.com.au, and governs your use of the website www.bargainsniper.com.au and its content, and the services and products provided through the website.

Every access to, or other use of, this Website, signifies your acceptance and agreement, without limitation or qualification, to be bound by these terms and conditions and such other additional or alternative terms, conditions, rules and policies which are displayed, or to which you may be directed, in connection with this Website or any of the Services, as such may be modified by BargainSniper from time to time (collectively the "Agreement"). Please note that the Agreement may be updated from time to time without notice to you, so please check this web page on every visit to the Website.

THE WEBSITE AND SERVICES ARE SOLELY DIRECTED TO INDIVIDUALS, COMPANIES OR OTHER ENTITIES LOCATED IN AUSTRALIA WHO CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW. THE WEBSITE MAY NOT BE USED BY PERSONS IN JURISDICTIONS WHERE ACCESS TO OR USE OF THE WEBSITE OR ANY PART OF IT MAY BE ILLEGAL OR PROHIBITED. IT IS SOLELY YOUR RESPONSIBILITY TO DETERMINE WHETHER YOUR USE OF THE WEBSITE IS LAWFUL, AND YOU MUST COMPLY WITH ALL APPLICABLE LAWS IN YOUR COUNTRY.

IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR ARE NOT AUTHORIZED OR DO NOT HAVE LEGAL STANDING TO AGREE TO AND ACCEPT THIS AGREEMENT, YOU MAY NOT USE THE WEBSITE.

WEBSITE MODIFICATIONS

You acknowledge and agree that BargainSniper reserves the right at any time to modify or discontinue the whole, or any part of, the Website and Services, without notice to you, and that BargainSniper will not be responsible or liable, directly or indirectly, to you or any other person in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such modifications or discontinuance.

NO ADVICE OR SOLICITATION

THE WEBSITE AND SERVICES ARE PROVIDED FOR CONVENIENCE AND INFORMATIONAL PURPOSES ONLY. THE WEBSITE AND SERVICES ARE NOT INTENDED TO BE A COMPREHENSIVE OR DETAILED STATEMENT CONCERNING ANY MATTERS ADDRESSED, AND SHOULD NOT BE USED OR CONSTRUED AS AN OFFER TO SELL, A SOLICITATION OF AN OFFER TO BUY, OR AN ENDORSEMENT, RECOMMENDATION, OR SPONSORSHIP OF, ANY PRODUCT OR SERVICE. YOU SHOULD APPLY YOUR OWN JUDGMENT IN MAKING USE OF ANY SERVICES OR CONTENT PROVIDED ON OR THROUGH THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THE USE OF ANY INFORMATION CONTAINED THEREIN AS THE BASIS FOR ANY CONCLUSIONS. YOU BEAR RESPONSIBILITY FOR YOUR OWN RESEARCH AND DECISIONS REGARDING THE PURCHASE OF ANY PRODUCT OR SERVICE. BARGAINSNIPER DOES NOT PROVIDE OR GUARANTEE ANY ADVICE REGARDING THE SUITABILITY OR POTENTIAL VALUE OF ANY PARTICULAR PRODUCT OR SERVICE.

ERRORS OR INACCURACIES

BargainSniper employs its reasonable efforts to provide current and accurate information on the Website but the Website will from time to time contain errors or inaccuracies. BargainSniper makes no representation or warranty whatsoever regarding the accuracy of the information accessible on or through the Website, in particular any information regarding rebates, discounts, deals or other promotions for any product or service. BargainSniper cannot guarantee that goods or services advertised on the Website will be available on any terms and conditions (including price) described on or through the Website at any time. Further, BargainSniper reserves the right to change the content available on and through the Website at any time without notice and without incurring any liability to you or any other person.

RSS FEEDS

The Website may provide RSS (really simple syndication) feeds (“RSS Feeds”) as part of the Services to allow you to obtain certain parts of the Content in XML format ("RSS Content") for display on designated pages of your website (“Your Website”). If you subscribe for the RSS Feeds, you acknowledge that any use of the RSS Feeds and RSS Content is subject to the terms set out herein and by subscribing to the RSS Feeds you are agreeing to be bound by the terms of this Agreement including without limitation the terms set out in this section.

RSS Feeds are offered by BargainSniper for non-commercial use. Subject to the terms and conditions of this Agreement, BargainSniper grants you a limited, non-exclusive, non-transferable, non-sub licensable, revocable license solely to incorporate and display RSS Feeds as provided by BargainSniper onto Your Website under the name of BargainSniper.com.au or as otherwise designated by BargainSniper in any manner. These limited rights shall be automatically and immediately revoked upon any termination of this Agreement. Any other uses, including without limitation the incorporation of advertising into or the placement of advertising associated with or targeted towards the RSS Content, are strictly prohibited. You must use the RSS Feeds as provided by BargainSniper, and you may not edit or modify the text, content or links supplied by BargainSniper in any way. You are responsible, at your cost, to create or apply software so that any person you permit to click on BargainSniper links on Your Web site ("Your User") can pull down the related page from the BargainSniper Website to Your User’s computer.

ANY USE, REPRODUCTION, ALTERATION, MODIFICATION, PUBLIC PERFORMANCE OR DISPLAY, UPLOADING OR POSTING ONTO THE INTERNET, TRANSMISSION, REDISTRIBUTION OR OTHER EXPLOITATION OF THE RSS FEEDS OR OF ANY RSS CONTENT, WHETHER IN WHOLE OR IN PART, OTHER THAN AS EXPRESSLY SET OUT HEREIN, IS PROHIBITED WITHOUT THE PRIOR WRITTEN PERMISSION OF BARGAINSNIPER.

You undertake to respect the integrity of the RSS Feeds and RSS Content and BargainSniper trademarks. Furthermore, you undertake not to place the RSS Feeds and RSS Content in a context which would alter its meaning and such RSS Feeds and RSS Content must be clearly separate from any other content not provided by BargainSniper. Each RSS Feed and RSS Content reproduced on Your Website already includes a clickable hyperlink to the relevant item on the BargainSniper Website, which hyperlink must be used “as is” and may not be removed under any circumstances. You acknowledge that the RSS Feeds must link and redirect to the appropriate page on the BargainSniper Website when a user clicks on the RSS Content (e.g. a headline). You shall not display the RSS Feeds or Content in such a manner that does not allow for successful linking and redirection to, and delivery of the appropriate BargainSniper Website page, nor may you frame any page on the BargainSniper Website. You may not insert any intermediate page, splash page or other content between the link from any RSS Feed or RSS Content and the applicable BargainSniper Website page.

The RSS Feeds and all materials displayed or otherwise accessible through the RSS Feeds, including, without limitation, headlines, links, other source identifiers, articles, text, trademarks, computer software and code (individually or collectively, the “RSS Materials”) are protected under Canadian and international copyright, trade secret, patent, trademark, and other applicable intellectual property laws. You acknowledge that BargainSniper owns and retains all right, title and interest (including without limitation all copyright, trade secret, patent and trademark rights) in and to the RSS Materials. Without limiting the generality of the foregoing, you acknowledge and agree that the RSS Feeds and RSS Content may not be used or reproduced except as provided herein without the consent of BargainSniper.

BargainSniper reserves the right to discontinue providing any or all of the RSS Feeds at any time and to require you to cease displaying, distributing or otherwise using any or all of the RSS Feeds for any reason including, without limitation, your violation of any provision of this Agreement.

BargainSniper assumes no liability for any of your activities in connection with the RSS Feeds or for your use of the RSS Feeds in connection with Your Website or your use or Your User’s use of this Website or RSS Feeds. You agree to indemnify BargainSniper against any claim by Your Users against BargainSniper resulting from Your Website.

PRIVACY

BargainSniper collects, uses, and discloses your personal information in accordance with its Privacy Policy. By accepting this Agreement, and each time you use the Website, you consent to BargainSniper's collection, use and disclosure of your personal information in accordance with the Privacy Policy (below).

DISCLAIMERS

YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK.

THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION, WARRANTY OR CONDITION REGARDING THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY MATERIAL, INFORMATION, PRODUCT, OR SERVICE CONTAINED ON OR ACCESSIBLE THROUGH THE WEBSITE. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BARGAINSNIPER MAKES NO CONDITION, REPRESENTATION OR WARRANTY THAT: THE WEBSITE WILL BE COMPATIBLE WITH YOUR COMPUTER AND SOFTWARE; THE WEBSITE WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR ERROR; THE INFORMATION AVAILABLE ON OR THROUGH THE WEBSITE WILL BE ACCURATE, COMPLETE, OR TIMELY; THE USE OF THE WEBSITE, INCLUDING THE BROWSING AND DOWNLOADING OF ANY INFORMATION, WILL BE FREE OF ANY VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE OR DISRUPTIVE COMPONENTS; THE TRANSMISSION OF INFORMATION TO AND FROM THE WEBSITE WILL BE SECURE; OR THE USE OF THE WEBSITE WILL NOT INFRINGE THE RIGHTS (INCLUDING INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON.

FURTHER, THROUGH YOUR USE OF THE WEBSITE AND SERVICES, YOU MAY HAVE THE OPPORTUNITY TO ENGAGE IN COMMERCIAL TRANSACTIONS WITH OTHER PERSONS. ALL SUCH TRANSACTIONS ARE AT YOUR OWN RISK. BARGAINSNIPER IS NOT A PARTY TO ANY SUCH TRANSACTIONS AND DISCLAIMS ANY AND ALL LIABILITY REGARDING ALL SUCH TRANSACTIONS.

DISCLAIMER OF THIRD PARTY TRANSACTIONS AND CONTENT

The Website includes promotional information and advertisements relating to products and services of third parties ("Third Party" or "Third Parties") and may provide links to websites operated by third parties ("Third Party Site(s)"). BargainSniper is an independent operation and does not endorse, and makes no representation or warranty in respect of: (a) any product or service of a Third Party; (b) any Third Party Site; or (c) any information, content, product or service available on or through a Third Party Site. Any correspondence, advertisement, purchase or promotion in relation to a Third Party, including without limitation the delivery of and the payment for Third Party products and/or services, and any other term, condition, warranty or representation associated with such correspondence, purchase or promotion, is solely between you and the applicable Third Party. BargainSniper has no liability, obligation or responsibility in relation to any such correspondence, purchase, promotion or other dealing between you and any such Third Party. BargainSniper provides links to Third Party Sites only as a convenience. BargainSniper has no control over, and is not responsible for, any Third Party Sites, or other linked sites, and their content. You agree that it is your responsibility to review and evaluate all the content on such Third Party Sites, and that any and all risk associated with the use of, or reliance on, such content rests with you. Links do not imply that BargainSniper sponsors, endorses, or is affiliated or associated with any Third Party, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links. BargainSniper shall not be responsible or liable, directly or indirectly, for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, any content on any Third Party Site. Without limiting the foregoing, as between you and BargainSniper, the provisions of this Agreement under the sections headed Disclaimer, Limitation of Liability, and Indemnity apply, with all necessary modifications, to your dealings with any Third Parties and/or access to, and use of, any Third Party Sites.

LIMITATION OF LIABILITY

BARGAINSNIPER WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR ANY DAMAGES FOR LOSS OF USE, PRODUCTION, INCOME OR PROFITS (ANTICIPATED OR OTHERWISE), SAVINGS OR GOODWILL, ECONOMIC LOSS, OR OTHER INTANGIBLE LOSS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, ARISING FROM, CONNECTED WITH, OR RELATING TO THE WEBSITE OR THE SERVICES (INCLUDING THE USE, INABILITY TO USE , OR PERFORMANCE OF THE WEBSITE OR ANY SERVICES), AND REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING BY BARGAINSNIPER, ITS EMPLOYEE OR REPRESENTATIVES, AND NOTWITHSTANDING THAT BARGAINSNIPER MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES.

YOU EXPRESSLY ACKNOWLEDGE THAT BARGAINSNIPER HAS ENTERED INTO THIS AGREEMENT, AND HAS AND WILL MAKE THE WEBSITE AND SERVICES AVAILABLE TO YOU, IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND BARGAINSNIPER. YOU EXPRESSLY AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN WILL SURVIVE, AND CONTINUE TO APPLY IN THE CASE OF, A FUNDAMENTAL BREACH OR BREACHES, THE FAILURE OF ESSENTIAL PURPOSE OF CONTRACT, THE FAILURE OF ANY EXCLUSIVE REMEDY, OR TERMINATION OF THIS AGREEMENT.

PLEASE NOTE THAT THE EXCLUSION OF CERTAIN WARRANTIES AND THE LIMITATION OF CERTAIN LIABILITIES IS PROHIBITED BY LEGISLATION IN SOME JURISDICTIONS. SUCH LEGISLATIVE LIMITATIONS MAY APPLY TO YOU.

INDEMNITY

You agree to defend, indemnify and hold BargainSniper, its affiliates, suppliers, licensors, licensees, co-branders, information providers, service providers, partners, directors, officers, employees, agents and other related parties, harmless from and against any and all liabilities, claims, costs and expenses, including without limitation reasonable attorneys' fees and expenses, in connection with any claim or demand arising from, related to, or in connection with, your: (a) violation of this Agreement, (b) use of the Website or any of the Services, or (c) placement, posting or transmission of any message, information, software or other content on or through the Website. Further, you will assist and cooperate as fully as reasonably required by BargainSniper in the defence of any such claim or demand.

INTELLECTUAL PROPERTY

BargainSniper, and applicable third parties, hold all right, title, and interest in and to the Website and associated content available on or through the Website, including without limitation all information in text, graphical, video and audio formats, images, icons, designs, software, applications ("Content"). You acknowledge that the Content is protected by Canadian and international copyright, patent, trademark, and other applicable intellectual property laws. You may print or download the pages of the Website solely for your lawful and personal use provided that you do not modify any of the Website pages or other Content and you do not remove or alter any visible or non-visible identification, marks, notices, or disclaimers. Notwithstanding the foregoing, your use of the Website does not grant or transfer to you any ownership or other rights in the Website or any Content, and except as expressly provided, nothing herein or within the Website or any of the Services shall be construed as conferring to you or any other person any license under any of BargainSniper's or any third party's intellectual property rights (whether by estoppel, implication, waiver, or otherwise), including without limitation any right to copy, download, display, perform, reproduce, distribute, modify, edit, alter or enhance any of the Content in any manner.

LINKING AND FRAMING

BargainSniper permits other websites to link to the Website but the framing of the Website or any of its content in any form and by any method is strictly prohibited. Further and notwithstanding the foregoing, BargainSniper reserves the right to cancel and revoke the permission to any party to link to the Website at any time, for any reason, without any notice, and without any liability to such party or any other person. If you have any questions about linking to the Website, please contact admin@BargainSniper.com.au

COPYRIGHT NOTICE

All information and content contained on, or made available over, the Website are subject to copyright protection: © Copyright 2008 BargainSniper.com.au. All rights reserved. Any copying, republication or redistribution of such content, including by caching, framing or similar means, is expressly prohibited without the prior written consent of a duly authorized representative of BargainSniper.

TRADEMARKS

BargainSniper.com.au is a registered business name. All other products, services, brands, company names and logos used on the Website are the trademarks or registered trademarks of their respective owners. Any use of any of the marks appearing on the Website without the express written consent of BargainSniper or the owner of the mark, as appropriate, is strictly prohibited.

SUBMISSIONS

You hereby grant BargainSniper a world-wide, perpetual, irrevocable, royalty-free, non-exclusive, and unrestricted license to use, copy, adapt, transmit, publicly display and perform, distribute and create compilations and derivative works from, any and all content (in any format or media) you post on, or otherwise submit to, the Website ("Submission"), including any messages on BargainSniper forums or discussion groups. You agree that BargainSniper may preserve and disclose any Submission or other information associated with you or your account where required to do so by law or where such preservation or disclosure is reasonably believed by BargainSniper to be necessary to ensure compliance with the law, enforce the Agreement or protect the rights and interests of BargainSniper.

GOVERNING LAW AND JURISDICTION

BargainSniper controls and operates the Website from its office in Toronto, Canada and makes no representation that the materials are appropriate or will be available for use in other locations. Unless otherwise explicitly stated, all Services and other materials found on this Website are solely directed to individuals, companies or other entities located in Canada. If you use this Website from outside Canada, you are entirely responsible for compliance with applicable local laws. This Agreement, your use of the Website, and all related matters shall be governed solely by the laws of the Province of Ontario, Canada and the applicable federal laws of Canada, without regard to the conflicts of law provisions of any jurisdiction. You hereby irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario in the City of Toronto in relation to all disputes arising from or related to this Agreement, your use of the Website and any related matters.

TERMINATION

If you breach any provision of this Agreement, you may no longer use the Website. BargainSniper may, in its sole discretion, change, suspend or terminate, temporarily or permanently, the Website or any part of it or any of its features at any time, for any reason, without any notice or liability to you or any other person. If this Agreement or your permission to use the Website is terminated by you or BargainSniper for any reason, this Agreement will nevertheless continue to apply and be binding upon you in respect of your prior use of the Website and anything connected with, relating to or arising from such use. If you are dissatisfied with the Website, any of the Services, or with this Agreement, including any terms, conditions, rules, policies, guidelines, or practices of BargainSniper in operating the Website and the Services, your sole and exclusive remedy is to discontinue using the Website and the Services. The Disclaimers, Limitation of Liability, and Indemnity provisions in this Agreement shall survive any termination of this Agreement.

MISCELLANEOUS

This Agreement constitutes the entire agreement between BargainSniper and you pertaining to your use of the Website and the Services and supersedes any prior agreements between you and BargainSniper. BargainSniper's failure to insist upon or enforce strict performance of any right or provision of the Agreement shall not constitute, or be construed as, a waiver of any right or provision. If any provisions, or parts thereof, in this Agreement are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions, or parts thereof, contained herein. You and BargainSniper are independent contractors and no agency, partnership, joint venture, employment or franchise relationship is intended or created by this Agreement or your use of the Website. The provisions of this Agreement shall enure to the benefit of, and be binding upon, BargainSniper and its respective successors and assigns and related persons, including without limitation Clear Sky Media Inc., and you and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. You may not assign this Agreement or your rights and obligations under this Agreement without the express prior written consent of BargainSniper, which may be withheld in BargainSniper's sole discretion. BargainSniper may assign this Agreement and its rights and obligations under this agreement without your consent. Any rights not expressly granted by this Agreement are reserved to BargainSniper. The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language.