Perfect Day (“PD”) provides a service for registered “Brides” (brides and grooms-to-be, newlyweds and their guests) and “Suppliers” (vendors of relevant products and services to Brides), collectively referred to as “Clients”, in relation to the wedding industry. Any use of this terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to the same.
Brides: You acknowledge that PD does not provide any of the products or services advertised or offered by Suppliers, we do not endorse any Supplier nor do We guarantee the quality of their goods or services. We provide services on the Site that you can use as a resource for identifying Suppliers to provide the products and services you choose for your wedding, we advise that you conduct your own research to ensure that suppliers you choose to do business with are appropriate for you.
We use techniques to help verify the identity of Suppliers when they register on our Site; however, PD cannot and will not guarantee each service provider's identity. We offer a user-managed feedback system to help you evaluate Suppliers with whom you are considering transacting business but We cannot guarantee that information provided by or about Supplier on the Site is accurate. Any and all communications, correspondence, verbal or written, or any warranties or representations, made with regard to products and services offered through the Site are not provided by us and are specifically and solely between you and the Supplier. You acknowledge that under certain circumstances Suppliers may receive contact information for you in accordance with your use of tools available in this Site or under specific and separate terms and conditions governing those circumstances.
You agree to select Suppliers based on your free will and judgement having conducted your own research. You acknowledge that any transaction you enter into with a Supplier is strictly between you and the Supplier, and that We are not a party to any transactions with Suppliers. You will not hold Us in any way liable for your decision to select or contract with any Supplier. We do not provide any assurance or guarantee over the suitability or capability of your selected Supplier to deliver the product or service you have each agreed between you.
Any dispute between you and your Supplier is a matter for you and your Supplier and you fully indemnify Us of any consequential losses occurring as a result, financial or otherwise, of your selected Supplier doing or not doing anything that you believed they were supposed to do or not do. You agree without reservation that PD is not a party to that dispute.
In the event of a problem occurring with your Supplier you have sourced and engaged through Our site before your planned wedding date, with prior written notification by you to Us and to the extent that we are able to offer assistance, because your wedding day is also very important to us, we may, at our absolute discretion and with no obligation, provide reasonable efforts to mediate towards achieving an amicable outcome for all concerned including, where appropriate at our discretion, providing guidance to help you to source an alternate Supplier of similar goods or services as a matter of last resort and subject without reservation to these same terms and conditions. For the avoidance of doubt, this relates solely to helping a Bride source an alternate identical or similar product or service so as not to materially disrupt the planned wedding, not mediating or being a party to any dispute with any Supplier.
You are very welcome to leave a truthful and fair review on the Profile Page of your Supplier within Our site strictly in accordance with our Comments Policy, that conforms with these Terms relating to Ratings & Reviews below, and that provides for a reasonable right of reply.
Suppliers: You acknowledge that PD will not endorse you or your products or services. We are in no way responsible for assisting you in reaching an agreement with Brides, nor are We responsible for assisting you in providing goods and services to Brides. While all Brides are required to provide us with accurate information about themselves, We cannot and will not verify this information nor guarantee the ability of Brides to complete payment for any of the products or services you provide. Any transaction you enter into with a Bride is strictly between you and the Bride and PD is not a party to that transaction. Any dispute you have with a Bride is between you and the Bride and We will not be a party to that dispute.
2. Registration. Registration with PD is available only to entities and individuals at least 18 years of age who can form legally binding contracts under applicable law. Our services are not available to minors or to temporarily or indefinitely suspended entities or individuals. Registration with PD is void where prohibited. Your account with PD may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement. If you are registering as an individual, you represent and warrant that you are at least 18 years of age and are able to enter into a legally binding contract. Suppliers who engage in the sale of goods and services must have a valid Australian Business Number (ABN) or Australian Company Number (ACN). By joining PD, you agree to a) provide us with accurate, complete information about yourself and to update this information as needed; b) abide by all of the terms and conditions of this Agreement, c) safeguard your username and password; and d) be responsible for all activity of your registered account. In addition, in the event you contact PDW via telephone, you understand, acknowledge and agree that such phone conversations may be recorded.
3. Prohibited Activities. Visitors to and Clients of the Site may not a) create an account in another's name, b) create more than one account, c) use another's account, d) impersonate another person or entity, e) use the Site to break the law or applicable regulations, encourage others to do so, or offer instructions on how to do so, f) offer to provide products or services that violate any applicable law, statute, ordinance or regulation (collectively "Laws"), or offer any products or services in a manner that violates any Laws, g) collect or harvest information about other Clients, including but not limited to use of robots, spiders, or similar means, h) use information on the Site to send unsolicited email to Clients, i) Do anything that interferes with or places an undue burden on the Site (as determined by Us in our sole discretion), j) use the Site if your membership has been temporarily or permanently suspended or revoked, or k) violate any terms of this Agreement
4. Additional Terms and Conditions. You acknowledge and agree that We have the sole discretion to set forth and post additional terms and conditions for your use of the Site at various places throughout the Site including, but not limited to, fees associated with certain services or uses. You agree that those additional terms and conditions shall be considered an effective amendment to this Agreement and shall be incorporated herein. Furthermore, you expressly agree that if there is any conflict between those additional terms and conditions and the Terms set forth herein, the additional terms and conditions shall govern.
5. Fees. PD does not charge Clients to register or create an account on our Site. Optional fee-based services are available but participation is NOT mandatory. See below for details.
Brides: There are currently no fee-based services for Brides. We may offer optional fee-based functionality or services at a later date and at our absolute discretion, which may include services provided by third parties and your use of such services shall be subject to any applicable additional terms and conditions which may include the third parties' terms and conditions. In the event that you have provided us with your credit card details for any reason, your credit card will not be charged unless and until you agree to use any fee-based service and/or to incur a charge with PD. The fee and timing of payments for the fee-based service will be described separately as part of the applicable fee-based service.
Suppliers: Registered Suppliers may opt into the optional fee-based services described here. You acknowledge that your choice to opt in is of your free will and judgement.
Payments. PD does not accept payment or credit cards directly from Suppliers, all fees are payable through a third party secure payment gateway. All payments submitted will be processed in accordance with our merchant facilities terms and conditions.
Charged in error. In the event you believe that PD has charged you in error, you must contact Us within 90 days after such charge. No refunds will be given for any charges which are more than 90 days old.
Cancellation. A minimum of 24 hours notice of cancellation is required by email. We reserve the right to levy a charge of no greater than $30 to cover any subsequent associated administrative expenses.
Termination of Agreements and Refunds. Both You and Us have the right to terminate any Agreement for any reason, including the ending of services that are already underway. Refunds shall be only be offered for Suppliers on an annual subscription on a pro-rata basis, less one month.
6. Authorisation to Credit and Debit Accounts. If you choose to opt into a fee-based service, You irrevocably and expressly authorise PD to debit or credit, as applicable, any monies to the account that you have identified for PD. You agree that it is your responsibility to maintain a valid, non-expired credit or debit card on file with us while engaging in fee-based activities on our Site. You agree that if you do not maintain a valid, non-expired card on file with us during any billing attempt, you may be subject to interest and penalties as detailed below or your fee-based service may be suspended or cancelled. You irrevocably and expressly authorise PD to withhold any monies and/or debit any monies from any account that you have identified to PD for any charge backs, fees, costs, deductions, adjustments and any other amounts owed to Us. We reserve our rights to all actions and remedies in connection with any monies owed to PD. You will indemnify, defend and hold us harmless for any claims, demands or causes of actions that We take toward any identified account pursuant to this Section.
7. Unpaid Fees. If, for any reason, any fees you owe PD have not been received or in any manner realised by Us ("Unpaid Fees"), you agree to pay such Unpaid Fees immediately. In addition, PD may charge interest, in the amount of 2.0% per month (up to the maximum amount allowed by law), on any unpaid account balance that you maintain. Any partial payments made by Suppliers will first be applied to the most recent fees owed to PD, including interest. PD reserves the right to waive or change our fees, penalties, or interest at any time. You also agree to pay any legal fees, and other costs of collection incurred by us with respect to any Unpaid Fees. You also consent and authorise us, at our sole discretion, to make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
8. Protection of Intellectual Property Content. The Site contains or uses copyrighted material, innovations, information, methodologies, potentially patentable business method material, design logos, phrases, names, logos, HTML code and/or other computer code and/or scripts (collectively, "Intellectual Property Content"), all of which, unless otherwise indicated and/or provided pursuant to a third party license, are our sole property, and We retain all applicable rights, interests and title thereto. We also claim ownership rights under the copyright and trademark laws with regard to the "look", "feel", "appearance" and "graphic function" of this Site, including but not limited to its colour combinations, sounds, layouts, functionality and designs. You agree and acknowledge that your use of this Site does not confer upon you any license or permission to use our (or any third party's) Intellectual Property Content. You shall not reproduce, modify, display, sell, or distribute the Intellectual Property Content, including but not limited to Submitted Information (as defined below) contributed by you or any other Client, or use our Intellectual Property Content in any other way for public or commercial purposes. All other trademarks, service marks and copyrights are held by their rightful owners. You may not frame or link to the Site without our prior written permission. Any material created by you that is created within and employs services provided by this Site belongs to Us and is subject to the same protection as described in this section.
9. IP Notice. It is PD policy to promptly respond to claims of copyright infringement. If you believe that an infringing copyrighted work is accessible on this Site, you may notify Us by email including the following information: a. The (electronic) signature of a person authorised to act on behalf of the owner of the copyright. ?b. A statement that this person is authorised to act on behalf of the copyright owner. ?c. A statement that this person has a good faith belief that the use of the material in the complained-of manner is not authorised either by the copyright owner, by the owner's agent, or by law; ?d. A description of the copyrighted work that you claim has been infringed, and a description of and/or link to where the allegedly infringing material is located on the Site; and ?e. Your address, telephone number and e-mail address.
We will process and investigate all notices of alleged infringement, and will remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity. When we remove or disable access to any material claimed to be infringing, we may attempt to contact the user who has posted such material in order to give that user an opportunity to respond to the notification. If the user posting the material gives a counter-notification claiming that the use is authorised, we will furnish that counter-notification to the complaining party, and will give the complaining party an opportunity to seek judicial relief before we replace or restore access to any material.
10. Disputes Among Clients; Release. You are solely responsible for your interactions with other Clients, and We are not party to any such disputes. We reserve the right, but have no obligation, to monitor disputes between you and other Clients. You agree to release PD, its officers, directors, agents, and employees from all claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any disputes between you and any other Clients.
12. Information You Submit. The Site offers the opportunity for Clients to share information with other Clients through message boards and/or forums as part of our online community (the "Community"), Supplier advertisements and listings, and other means (any information submitted to the Site through any of these means, "Submitted Information"). By using these functions, you agree to abide by the terms of this Agreement. PD reserves to itself the right but does not have the obligation to monitor posts made to the Community and other Submitted Information. Clients are solely responsible for the content of their Submitted Information.
Our Site acts as a forum for any and all communication and/or distribution of information between Clients, and We do not control the Submitted Information of our Clients. We cannot and will not evaluate and We are not responsible for the accuracy, reliability, completeness, veracity or suitability of any Submitted Information or for verifying the identity of the submitting Client. Like any information you obtain through the Internet, you should verify Submitted Information before acting upon it. PD is not responsible for any losses you may incur as a result of relying on Submitted Information, even if We were advised of the possibility of such losses.
By posting Submitted Information to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to Us an irrevocable, perpetual, non-exclusive, transferable, fully-paid-up, royalty-free, worldwide license (with the right to sublicense at multiple levels) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Submitted Information for any purpose and in any format on or in connection with the Site, the Perfect Day business, or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Submitted Information, and to grant and authorise sublicenses of the foregoing. You may remove your Submitted Information from the Site at any time; however you acknowledge that We may retain archived copies of your Submitted Information and may continue to use your Submitted Information in connection with any materials that were created prior to your removal of your Submitted Information, in accordance with the license described above.
Furthermore, by posting Submitted Information, you expressly represent and warrant the following: (i) you are the owner, with all applicable rights thereto, of any and all communication, content and/or information that you post on the Site; or (ii) you are the legitimate and rightful grantee of a worldwide, royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to use, distribute, reproduce and distribute such communication, content and/or information. All persons and entities connected with the Submitted Information, and all other persons and entities whose names, voices, photographs, likenesses, works, services and materials have been used in the Submitted Information or its exploitation, have authorised the use of their names, voices, photographs, likenesses, performances, and biographical data in connection with the advertising, promotion, trade and other exploitation of the Submitted Information and the rights granted herein.
You agree that your Submitted Information:
a) Will not contain your personal information?
b) Will not contain another person's personal information or otherwise invade another's privacy?
c) Will not violate or possibly cause us to violate any applicable law, statute, ordinance or regulation?
d) Will not violate the terms of this Agreement ?
e) Will not infringe any third party's intellectual property rights including but not limited to copyright, patent or trademark rights?
f) Will not contain obscene, lewd, or suggestive content and or pornography?
g) Will not be libelous, threatening, harassing, racist, or defamatory. This specifically includes making legal claims of any sort about PD employees, agents, other members, or the Site ?
h) Will not contain the proprietary information of another person or entity?
i) Will not contain any computer hardware or software, viruses, Trojan horses, worms, spyware, or any other computer programming that may interfere with the operation of our Site or our systems and or create or impose a large burden or load on our Site or systems?
j) Will not scan or test the vulnerability or security of our Site or the system within which it operates?
k) Will not be used for commercial or public purposes outside of the requirements of this Agreement?
l) Will not create liability for Perfect Day in any manner whatsoever?
m) Will not involve the upload, or insertion of, any programming language or code into or onto, our Site
You further agree not to impersonate another Member or attempt to disguise or conceal the author of any Submitted Information. We reserve the absolute right, but do not have the obligation, to remove or restrict any Submitted Information for any reason or no reason at all, including but not limited to Submitted Information you post to the Site that is in violation of this Agreement or is otherwise inappropriate, as determined at Our sole discretion. In addition, we reserve the right to terminate Clients who violate these rules.
You agree to use common sense and good judgment when conducting or posting any online communication or distribution of information. You assume legal responsibility for and will indemnify us from, all damages incurred as a result of any of your Submitted Information. For further guidance, please read our Comments Policy.
13. Rating and Review Disputes. If you undermine the integrity of our Rating and Review system in any way, your registration may be suspended or terminated. You acknowledge that your Rating and Review ("feedback") consists of opinions left by other Clients and a machine calculated feedback score. You further acknowledge that PD does not make judgments on the veracity of opinions or statements. The following rules apply to the provision of feedback:
a) Clients may only leave one feedback item per unique transaction, whether positive, neutral, or negative, for any single Supplier.
b) Brides must have contracted business with the Supplier about whom they leave feedback and the event must have occurred whereby the Supplier participated in the event, except in cases whereby the contracted supply of product or service occurs before the planned wedding date. In the event the Supplier terminates the contract prior to the planned wedding date, the Bride will still be allowed to submit feedback for the Supplier.
c) By submitting feedback, you agree that feedback is subject to compliance audit by PD at any time and may be temporarily or permanently removed by Us at our sole and absolute discretion.
In order to protect the integrity of the Rating and Review system, PD will only consider removing a feedback item under the following scenarios:
d) If feedback posted contains language that is profane, vulgar, racist or contains adult material.
e) If PD is provided with a ruling or settlement agreement from a valid and certified dispute resolution service, or is provided with a court order finding that the feedback is slanderous, libelous, defamatory or otherwise illegal or the court order requires removal.
f) If feedback posted makes any reference to actions taken or purported to be taken by PD or any law enforcement organization
g) If feedback posted seeks to elicit or solicit any Client's contact information, such as email addresses, for any non-PD related commercial or business purposes, or to transmit any unsolicited advertising, "junk mail," "spam," or "chain letters"
h) If the member who left feedback cannot be contacted by PD to validate the business contract within six months from the date of Our first attempt to contact such member as part of the dispute process.
i) If feedback contains personally identifiable information of other Clients, or PD personnel or any other person. Personally identifiable information includes, but is not limited to, full names, date of birth, physical addresses, email addresses, credit card numbers or any identification number provided by a government.
14. Filing a Ratings and Review Dispute. Clients may send an email to PD to investigate a disputed rating or review. All Suppliers will be notified by PD of feedback received and will have the opportunity to respond publicly to the feedback within the PD interface.
15. Fraud. PD may suspend or terminate your account if We suspect that you have engaged in fraudulent activity in connection with our Site, as determined in our sole discretion. Fraudulent acts include, but are not limited to, the manipulation of the Rating and Review System.
16. Manipulating Ratings and Reviews. You acknowledge and agree that the Site is a neutral venue and that all transactions for services are made by and between you and other Clients only and, therefore, We cannot, do not and will not make any comments on behalf of you or your services. As a consequence, you acknowledge that the key component and integrity of the Site is the ability of Clients to leave Ratings and Reviews about you and/or your services (whether positive, neutral or negative) and for other Clients to read and evaluate those feedback reviews and make voluntary choices based upon that feedback. Therefore, in order to preserve the key component and integrity of the Site, you shall not:
a) Attempt to restrict in any way a Client's right to post a review, by contract or otherwise;
b) Offer a Client a bribe in any form in exchange for a more favourable review;
c) Post and/or cut and paste and/or copy the content of a Client’s feedback review from the Site to your own personal or business site, to any other third party Web site and/or to or on any of your own personal, business or third-party marketing/advertising materials, regardless of the form;
d) Attempt to gain feedback by receiving multiple feedback from the same member;
e) Post or attempt to post, in any manner or by any means, a feedback review on your own account; or
f) Misrepresent or impersonate another Client.
17. Tools; Changes to Site. The Site offers Brides several tools and resources to help make your wedding planning easier and Suppliers several tools and resources to help improve your business (collectively, "Tools"). PD is not responsible for the availability, suitability or effectiveness of any of these Tools. In addition, We are not responsible for any data you lose as a result of a malfunction of the Tools or the Site or for any other reason or any consequential damages resulting from such data loss. You should ALWAYS keep a back-up copy of all such information on your computer and in hard copy. PD reserves the right to modify or discontinue any Tools or other services provided on the Site at any time without warning.
Confidentiality. In accordance with the Privacy Act 1988 any information concerning You and Your respective Client Records are regarded as confidential and therefore will not be divulged to any third party, other than our partners and service providers (but not Suppliers) to the extent that we are permitted as we seek to enhance your experience and the value of our service to you and, if legally required to do so, to the appropriate authorities. Clients have the right to request sight of, and copies of any and all Client information we keep, on the proviso that we are given reasonable notice of such a request.
We will not sell, share, or rent your personal information to any third party or use your e-mail address for unsolicited mail. Any emails sent by Us will only be in connection with the provision of agreed services.
We use IP addresses to analyse trends, administer the site, track user’s movement, and gather broad usage and demographic information for aggregate use. IP addresses are not linked to Personally Identifiable Information. Additionally, for systems administration, detecting usage patterns and troubleshooting purposes, our web servers automatically log standard access information including browser type, access times/open mail, URL requested, and referral URL. This information is not shared with third parties and is used only by Us on a need-to-know basis. Any Personally Identifiable Information related to this data will never be used in any way different to that stated above without your explicit permission.
20. No Agency. Suppliers: You hereby agree and acknowledge that your provision of services and/or your use of the Site, does not confer or imply any contractor (independent or otherwise), agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship with us and furthermore that no affiliation, association or connection exists between you and us. In no event shall you have authority to bind, commit, contract for, or otherwise obligate PD in any manner whatsoever.
21. Right to Reject or Remove Members. We reserve the absolute right to reject your participation, or remove you from your current participation, in the Site at any time and for any reason or for no reason and without notice to you. Actions that may result in the rejection or removal of your participation can include, but are not limited to: a) any violation of the Terms of this Agreement; b) your creation, maintenance and/or management of more than one account; c) your non-payment in full any Unpaid Fees; d) any attempt by you to improperly influence, or cause another to improperly influence the feedback of Clients; or e) any attempt by you to harass, or cause another to harass, or have inappropriate communications with a Client.
22. Petition for Reinstatement. Upon your removal from the Site, you may petition for reinstatement. Your petition for reinstatement must include the following: (i) a written statement as to why you should be reinstated and (ii) your contact information. Your Petition will be reviewed at our discretion and any determination as to your reinstatement will be based on our sole judgment. Your submission of a petition does not, in any manner, guarantee, that you will be reinstated and We specifically disclaim any and all representations with respect to such guarantee. We will contact you as to our decision to reinstate you. We are not obligated to give you any reason or basis as to our decision. You understand that any decision as to reinstatement may be a simple yes or no. All decisions are final.
23. Confidentiality/Non-Disclosure. As a result of the performance of this Agreement and whether due to any intentional or negligent act or omission, We may disclose to you or you may otherwise learn of or discover, our documents, business practices, object code, source code, management styles, day-to-day business operations, capabilities, systems, current and future strategies, marketing information, financial information, software, technologies, processes, procedures, methods and applications, or other aspects of our business ("Our Information"). You hereby agree and acknowledge that any and all of Our Information is confidential and shall be our sole and exclusive intellectual property and proprietary information. You agree to use Our Information only for the specific purposes as allowed by the performance of this Agreement. Any disclosure of Our Information to a third party specifically including a direct competitor is strictly prohibited and will be vigorously challenged in a court of law. You explicitly agree that all obligations contained herein shall indefinitely survive the termination of this Agreement. Furthermore, you acknowledge that our information is proprietary, confidential and extremely valuable to us, and that We would be materially damaged by your disclosure of Our Information. You acknowledge and agree that monetary damages provide an insufficient remedy for the breach of this confidentiality obligation, and that We shall be entitled to injunctive relief.
24. Record Keeping/Audit. We reserve the right to keep all records of any and all communications between you and other Clients for administration purposes.
25. Submissions. We very much welcome messages, feedback and comments regarding the Site from our Clients. However, please be aware that any ideas, suggestions, comments or proposals you send to Us (collectively, "Submissions") are non-confidential, shall become the sole property of PD, and you hereby assign all right, title and interest in such Submissions. To the extent Submissions cannot be assigned to Us, you hereby grant and agree to grant to PD all rights needed for Us to incorporate and commercialize the Submissions at no charge or encumbrance to PD and you agree that We may disclose the Submissions to any third party in any manner and you agree that PD has the ability to sublicence all Submissions in any form to any third party without restriction. PD shall own all rights therein, including all intellectual property rights. PD shall be entitled to use and/or disseminate the Submissions in any manner and for any purpose whatsoever, commercial or otherwise, without compensation or credit to you.
26. Remedies. Remedies for use of our Site that violate this Agreement include, but are not limited to, the immediate termination of temporarily suspending your account, notifying our Clients of your actions, issuing a warning (including a public warning) and monetary and/or injunctive compensation.
27. No Warranty. PD, our employees, and our Suppliers provide the site and the services thereon "as is" without any warranty of any kind, whether express, implied or statutory. Without limiting the foregoing, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. PD further does not warrant that this Site or any information, services or tools offered on this Site will meet your requirements, will be accurate, complete or current, or will give accurate, complete or current results; that operation of the Site, including tools or other services offered on the site, will be timely, secure, uninterrupted, or free from error or omission or free from viruses or other harmful components; or that any errors on the Site will be corrected. PD does not represent or warrant that data you store on the Site (for example, in connection with tools) will be secure, available or preserved. PD does not represent or warrant that all tools or other services on the Site will continue to be offered.
28. Limited Liability. In no event shall PD, our employees, or our suppliers be liable to you or anyone else for direct, indirect damages, lost profits, any special, incidental or consequential damages, or damages of any kind whatsoever arising out of or relating to the use of or inability to use the Site, or for any decision made or action taken by you in reliance on information contained on the Site, whether in an action for breach of warranty or contract, negligence or other tortious action, and notwithstanding the failure of essential purpose of any remedy. Our liability, and that of our employees and suppliers, to you or any third parties in any circumstance is limited to the lesser of the amount of fees you pay to us in the 12 months prior to the action giving rise to liability or $100, notwithstanding the failure of essential purpose of any remedy.
29. Indemnity. You agree to indemnify and hold us and our affiliates, officers, directors, agents, and employees harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising in any manner in whole or in part out of your use of the Site, including but not limited to (i) your advertising, provision of or failure to pay for goods or services promoted on the Site; and (ii) claims that any of your Submitted Information includes materials owned by third parties without authorization, was defamatory or harassing, or otherwise violated the rights of any third party.
30. Links to Other Sites. This Site may contain links to other sites which are provided solely as a convenience to you, or which are provided by other Clients. PD is not responsible for the availability of external sites or resources linked to the Site, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. Transactions that occur between you and such third-party sites are strictly between you and the third party and are not the responsibility of PD. Because PD is not responsible for the availability or accuracy of these outside resources or their contents, you should review the terms and conditions and privacy policies of these linked sites, as their policies will likely differ from ours.
31. Legal Compliance. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your listing, shipping, transporting, and solicitation of offers to ship and transport items.
32. Security. PD uses industry standard practices to safeguard your personal information, including firewalls and Secure Socket Layers. We utilize several different security techniques to protect data from unauthorized access, but We cannot guarantee the security of our system. We also do not guarantee uninterrupted or secure access to our system, as the operation of our Site can be interrupted by numerous factors outside of our control.
33. General. These Terms are by the laws of Queensland, Australia. By using the services provided on the Site you consent to these terms and conditions and to the exclusive jurisdiction of the Australian courts in all disputes arising out of such access. If any of these terms are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from these terms and the remaining terms will continue to apply. Failure by Us to enforce any of the provisions set out in these Terms and Conditions and any Agreement, or failure to exercise any option to terminate, shall not be construed as waiver of such provisions and shall not affect the validity of these Terms and Conditions or of any Agreement or any part thereof, or the right thereafter to enforce each and every provision.
This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the Agreement by its express terms. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of this Agreement as a whole and any such provision should be enforced by authorities, and reconstructed if need be, to apply to the maximum extent allowable under applicable law. The failure by PD to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions. Reasonable legal fees and costs will be awarded to the prevailing party in the event of arbitration or litigation involving the enforcement or interpretation of this Agreement. You agree that other than affiliates or subsidiaries of PD, there are no intended third-party beneficiaries of this Agreement. The section headings used herein are for convenience only and shall not be given any legal import.
34. Force Majeure. Neither party shall be liable to the other for any failure to perform any obligation under any Agreement which is due to an event beyond the control of such party including but not limited to any Act of God, terrorism, war, Political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man made eventuality outside of our control, which causes the termination of an agreement or contract entered into, nor which could have been reasonably foreseen. Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable endeavours to comply with the terms and conditions of any Agreement contained herein.
35. Disclaimer: Exclusions and Limitations. The information on this Site is provided on an "as is" basis. To the fullest extent permitted by law, We a) exclude all representations and warranties relating to this Site and its contents or which is or may be provided by any affiliates or any other third party, including in relation to any inaccuracies or omissions in this Site; and b) exclude all liability for damages arising out of or in connection with your use of this Site. This includes, without limitation, direct loss, loss of business or profits (whether or not the loss of such profits was foreseeable, arose in the normal course of things or you have advised Us of the possibility of such potential loss), damage caused to your computer, computer software, systems and programs and the data thereon or any other direct or indirect, consequential and incidental damages. These exclusions and limitations apply only to the extent permitted by law. None of your statutory rights as a consumer are affected.
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