Affiliate Terms & Conditions

VUMI™

Once you have signed up for a VUMI™ affiliate agreement, it will send an alert to a VUMI™ staff member who will contact you with further details.

VUMI™ Pty Ltd Legal Information

Our Terms of Services and Privacy Policy - All must be agreed to and abided by for use of our services. Please be aware that VUMI™ Pty Ltd reserves the right to modify them at any time, and without notice as is deemed necessary by VUMI™ Pty Ltd.

Affiliates Terms and Conditions Agreement

Version 2, Effective April 27, 2010

I. Parties to this Agreement

"VUMI™ Pty Ltd is a Queensland, Australia corporation with its principal place of business at Unit 2 42 Finsbury St Newmarket Q 4051. This agreement is entered into by VUMI™ Pty Ltd and each of its Affiliate(s). “You”, “Your” refers to each and every affiliate or sub-affiliate of the VUMI™ Pty Ltd affiliate program. Participation in the program constitutes full and complete acceptance of the Terms and Conditions (T&C) set forth herein.

II. VUMI™ Pty Ltd Responsibilities

A. Coded URL

Upon your acceptance, VUMI™ Pty Ltd will provide you with a URL coded to specifically identify you, which will allow you to create a link to the VUMI™ Pty Ltd web site. You may post this link in any location, as many times as you like subject to the remaining terms of this agreement regarding acceptable links.

B. Tracking

VUMI™ Pty Ltd agrees to track the customers referred to VUMI™ Pty Ltd via the link provided to you for that purpose. VUMI™ Pty Ltd utilizes cookies to maintain tracking information for up to one year. C. Payments

III. Affiliate Responsibilities

A. Minimum Age

You agree that you are 18 years of age or older on the date that you first approve the terms hereof. You agree that you are in a jurisdiction where participation in the VUMI™ Pty Ltd affiliate program does not violate any law, ordinance, regulation or standard.

B. Operative Link

You agree to take full responsibility for ensuring the proper and continuing operation of your coded URL. You agree that you will notify VUMI™ Pty Ltd if your coded URL ceases to function or ceases to function properly.

C. Representations

You agree that you will not make any representations, promises, warranties or other statements about VUMI™ Pty Ltd or the VUMI™ Pty Ltd web site, products or policies other than as may be expressly approved in writing by VUMI™ Pty Ltd or as otherwise provided to you by VUMI™ Pty Ltd for that purpose.

D. Link

You may use the coded URL provided by VUMI™ Pty Ltd via the available VUMI™ Pty Ltd Link Library or in any other form you wish provided that your use of the URL is not in any way disparaging of VUMI™ Pty Ltd or otherwise not appropriate or acceptable in VUMI™ Pty Ltd’s sole opinion and judgment. You may not violate any copyright, trademark or other intellectual property right of VUMI™ Pty Ltd or any other party. You may not violate the VUMI™ Pty Ltd General Terms and Condtions.

E. Amendments

You agree that VUMI™ Pty Ltd may amend this agreement at any time without notice to you. You agree to keep advised of any changes to this agreement by checking the VUMI™ Pty Ltd web site on a periodic basis.

F. Customers of VUMI™ Pty Ltd

VUMI™ Pty Ltd will have the sole right and responsibility to service all customers secured through your coded URL. All dealings with customers for supply of the VUMI™ ePortfolio product shall be directly and solely between customer and VUMI™ Pty Ltd. VUMI™ Pty Ltd shall have the right and obligation to determine all pricing and product offerings and shall have the right to make any changes thereto without notice to affiliate. All customers of VUMI™ Pty Ltd, regardless of origin or referral, are the sole property and responsibility of VUMI™ Pty Ltd.

G. Address Change

You agree to promptly notify VUMI™ Pty Ltd of any change in your mailing address.

IV. Ownership and Licenses

A. Property Ownership

Each party to this agreement shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.

B. License

VUMI™ Pty Ltd grants you as an affiliate a revocable, non-exclusive, worldwide License to use, reproduce and transmit the VUMI™ Pty Ltd logos, trademarks and service marks on your site and only your site for the sole purpose of facilitating a link between your site and VUMI™ Pty Ltd to accomplish the purpose and intent of this affiliate agreement. You may also use the links and images located in the link library prepared specifically for that purpose subject to the same terms and conditions. You may not otherwise use, copy, distribute, change, modify, or otherwise alter any such property. This License is neither assignable nor transferable.

C. Cease use upon Demand

You agree to immediately cease the use of any mark upon request made by VUMI™ Pty Ltd to the email address provided by you and maintained on file for you by VUMI™ Pty Ltd. You agree to immediately cease the use of any link created by you to VUMI™ Pty Ltd upon request by VUMI™ Pty Ltd to the email address provided by you and maintained on file for you by VUMI™ Pty Ltd.

V. Termination

A. Effect upon Commission

Either party may terminate this agreement at any time upon notice in writing to the other party. Any commission as of the date of such termination will be paid post termination.

B. Breach of this Agreement

The breach of this agreement, or any provision thereof, knowingly or otherwise, wilful or otherwise, is grounds for immediate suspension or at the sole option of VUMI™ Pty Ltd termination of this agreement in its entirety.

C. Suspension

Suspension under this paragraph shall mean the withholding of all commission payments until such breach is cured. Suspension if not cured within a reasonable time as determined by VUMI™ Pty Ltd will become a termination as of the date of the initial suspension notice.

D. Survival

Upon termination of this agreement all rights and licenses granted by this agreement are immediately revoked. Sections VI shall survive such termination and remain in full force and effect.

VI. General

A. Authority

Each party represents to the other that it has full binding authority to enter into this agreement and in the case of any entity other than an individual that the person assenting to the terms of this agreement has the full binding authority of the entity purportedly bound.

B. Non-Infringment

You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and VUMI™ Pty Ltd that you will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy.

C. Violation of Law

You vow to uphold the laws of your respective jurisdiction and that you will not violate any applicable law, ordinance, regulation or standard. You understand and accept responsibility to file any necessary paperwork or tax forms with the appropriate parties for any and all payments made as a result of this service and the terms and conditions set forth herein.

D. Terms of Service

You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and VUMI™ Pty Ltd that you agree to be bound by all terms and conditions of this document and any applicable terms and conditions set forth in the VUMI™ Pty Ltd Terms and Conditions which are incorporated herein as though set forth at length herein.

E. Unsolicited Email

You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and VUMI™ Pty Ltd that you will not use or otherwise permit the use of unsolicited commercial email (a.k.a. SPAM) in relation to the VUMI™ Pty Ltd Affiliate Program.

F. Defamation/Libel

You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and VUMI™ Pty Ltd that you will not transmit any information which is or might be considered to be defamatory or libellous.

G. Decency

H. Unfair Competition

You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and VUMI™ Pty Ltd that you will not violate any laws regarding unfair competition, anti-discrimination or false advertising or the VUMI™ Pty Ltd Terms and Conditions.

I. Damage to VUMI™ Pty Ltd

You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and VUMI™ Pty Ltd that you will not take any action that would in any way damage VUMI™ Pty Ltd or otherwise compromise it’s servers or equipment including utilize or otherwise transmit at any time contain viruses, Trojan horses, worms, time bombs or other similar harmful or deleterious programming routines.

J. No Automatic Links

You agree not to utilize any link that is or can be initiated automatically without the user clicking on the link.

K. Warranty Disclaimer

YOU ACKNOWLEDGE AND AGREE THAT ANY SERVICES OR MATERIALS PROVIDED BY VUMI™ PTY LTD PURSUANT TO THIS AGREEMENT ARE PROVIDED AS IS, WITH ALL FAULTS AND AS AVAILABLE, AND THAT VUMI™ PTY LTD MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS, ON ITS OWN BEHALF ON AND BEHALF OF ITS SUPPLIERS, DISTRIBUTORS AND LICENSORS, ANY WARRANTIES AS TO THE USEFULNESS, ACCURACY, RELIABILITY OR EFFECTIVENESS OF ANY SERVICES OR MATERIALS PROVIDED HEREUNDER OR THAT THE SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR FREE OR AVAILABLE THROUGH ANY PARTICULAR METHOD OF DISTRIBUTION, OR THAT ANY SERVICES OR MATERIALS PROVIDED PURSUANT TO THIS AGREEMENT WILL WORK WITH EVERY INTERNET BROWSER, OR THAT DEFECTS HAVE BEEN OR WILL BE CORRECTED, OR THAT SUCH SERVICES OR MATERIALS WILL MEET THE NEEDS OF ANY PARTY. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS OTHERWISE PROVIDED HEREIN, VUMI™ PTY LTD DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT WILL VUMI™ PTY LTD BE LIABLE TO YOU FOR ANY SERVICE FAILURE, DISRUPTION, DOWNTIME OR INCORRECT LINKAGE UNDER THIS AGREEMENT.

L. Limitation of Liability

IN NO INSTANCE SHALL VUMI™ PTY LTD BE LIABLE TO YOU FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER OR NOT VUMI™ PTY LTD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT COMMISSIONS AGREED UPON IN THIS AFFILIATE AGREEMENT ARE BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. NOTWITHSTANDING THE FOREGOING, THIS SECTION SHALL NOT LIMIT EITHER PARTY LIABILITY TO THE OTHER FOR (I) WILFUL OR MALICIOUS MISCONDUCT; (II) GROSS NEGLIGENCE; (III) INDEMNIFICATION UNDER SECTION 7.M. OR (IV) EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY OR THEIR OWN ACTS OF FRAUD.

M. Indemnification

You agree to indemnify, defend and hold harmless VUMI™ Pty Ltd and its affiliates, directors, officers, employees and agents, harmless of and from any and all liability, losses, damages, injuries or expenses (including attorney’s fees and expert witness charges) arising out of any claimed or alleged action or inaction toward any third party whether such claimed or alleged action or inaction arises out of a claim of misuse of copy written materials, License violation, domain misuse, trademark misuse or any active or passive negligence.

N. Independent Contractors

Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.

O. Choice of Venue

This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of Queensland, Australia. Any action to enforce this Agreement shall be dealt with by the appropriate court of competence within Queensland.

P. Severability

The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

Q. Integration

This agreement constitutes the entire understanding of the parties and revokes and super cedes any and all prior agreements and is intended to be a full and complete expression of the agreement between the parties. This agreement shall not be modified except in writing by the posting of a new agreement by VUMI™ Pty Ltd on the VUMI™ Pty Ltd web site.

R. Use Constitutes Full Acceptance and Signature

Your agreement to the terms set forth herein is manifested by any participation in the VUMI™ Pty Ltd affiliate program including the submission of the affiliate application form and the collection of any commission under this agreement. This agreement may be modified, amended, altered or otherwise changed by VUMI™ Pty Ltd without notice to any other party other than changing the agreement itself made available by VUMI™ Pty Ltd to the affiliates on the VUMI™ Pty Ltd web site.

S. Identifying Yourself as an Affiliate

We encourage our Affiliates to promote their site's association with vumi.com.au.

· we will make available to you a small graphic image that identifies your site as a Program participant

· you must display this logo or the phrase "In association with VUMI™" somewhere on your site

· we may modify the text or graphic image of this notice from time to time

· in addition, we encourage (but do not require) you to include a special link on your site to the VUMI™ home page at http://www.vumi.com.au.

· you may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld at our sole discretion

T. Communications and Promotion of Your Site

· You must accurately identify that you are participating in the " VUMI™ Affiliate Program" in any communications

· You must clearly and accurately describe the nature of your participation in the VUMI™ Affiliate Program in any communications

· You must not create confusion or misrepresent the nature of your or any other participant's participation in the VUMI™ Affiliate Program

· You may, without our prior consent, say the following in any communication:

that you have become a VUMI™ Affiliate, and/or that you have joined or become a member of the VUMI™ Affiliate Program.

· You must obtain our prior written consent to use any other description of your participation in the VUMI™ Affiliate Program or of the program itself, which we may give or withhold at our sole discretion

· If you seek such consent, please submit the entirety of your proposed press release to us by email at sales@vumi.com.au for review

· inaccurate or misleading content in press releases or other communications may be materially misleading under the Trade Practices Act and corresponding state legislation

To protect the integrity of the reputation of VUMI™ Affiliates as well as the VUMI™ brand name, you may not promote your site via certain forms of indiscriminate advertising, commonly referred to as "spamming".

Accordingly, you may not promote your site:

· via unsolicited commercial e-mail (UCE)

· via postings to non-commercial newsgroups, or cross-postings to multiple newsgroups at once

· in addition, you may not promote your site in any way that effectively conceals or misrepresents your identity, domain name, or return e-mail address

Notwithstanding the foregoing, you may promote your site

· via mailings to recipients who are already customers or subscribers to your site's services, provided that the recipients have the option to remove themselves from future mailings

· via newsgroup postings to newsgroups that specifically welcome commercial messages

· in all promotion, you must clearly represent yourself and your site as entities independent from VUMI™, the vumi.com.au site and any of VUMI™'s affiliated websites

· generally, in any forum or media, you must honour the advertising practices and restrictions that are commonly considered acceptable by its readers

U. Taxes

All Affiliates are NOT employees of VUMI™ and are responsible for their own local, state, or country taxes.