1.
About the Website and
Services

1.    www.streetpricer.com (the
‘Website‘) is operated by StreetPricer Pty Ltd ACN 617 693 311 of 1/44 Foam Street, Elwood, VIC 3184, Australia
(‘StreetPricer‘ or ‘we’ or ‘us’).

2.    StreetPricer
provides software-as-a-service subscription services via the Website
which enables online ecommerce merchants to automatically price
monitor and re-price their own products and services (the ‘Services‘).

3.    These
terms and conditions (the ‘Terms‘) govern your use of the Website,
including your purchase and use of the Services.

2. Acceptance of these Terms and amendment of these
Terms

1.    You
agree that, by your continued use of the Website or any Services, you have
read, understood and agreed to be bound by these Terms. If you do not agree
with these Terms, you must cease use of the Website or any Services
immediately.

2.    StreetPricer
reserves the right to review and change any of these Terms at any time by
updating this page at its sole discretion. When StreetPricer updates these
Terms, it will use reasonable endeavours to provide you with notice of updates
to these Terms. Any changes to these Terms will take immediate effect from the
date that is the later of the date of their publication on the Website or, if
you have agreed to purchase the StreetPricer software subscription Services,
the date that is 30 days after the amended Terms are notified to you.

3.
Subscription to use the
Services

1.    You
may purchase a subscription to access the StreetPricer software subscription
Services through the Website (the ‘Subscription‘) and pay the applicable
fee set out at the time on the Website for the selected Subscription (the ‘Subscription
Fee‘).

2.    In
purchasing any Subscription, you acknowledge and agree that it is your
responsibility to ensure that the Subscription you purchase is suitable for
your use.

3.    Once
you have purchased the Subscription, you will then be required to register for
an account through the Website before you can access the purchased Services (‘Account‘).

4.    As
part of the Account registration process, or as part of your use of the
Services, you may be required to provide or update personal information about
yourself (such as identification or contact details), including:

1. Email address
2. Name
3. Phone number
4. Password
5. Mailing / billing address
6. Online merchant identifiers such
   as website address or third party account identifiers (such as Amazon
   merchant or eBay merchant ID numbers)
7. Payment information such as credit
   card details

5.    You
warrant and represent that:

1. any information you give to
   StreetPricer is accurate and up to date;
2. you have the authority and legal
   capacity to enter into an agreement to comply with these Terms or to
   purchase the Services (as applicable) for any entity that you cause to
   purchase a Subscription and to provide us with the information that you
   provide us;
3. you will only use the Website and Services
   for lawful purposes and in compliance with applicable laws including in relation
   to privacy and the protection of personal information;
4. if you are an individual, you are aged
   18 years old or over; and
5. you and any entity which you
   represent is not a person barred from entering into legal agreements under
   any applicable law governing these Terms (including the laws of Australia
   or any other country including the country in which you or your legal
   entity is resident or from which you use the Services).

6.    Once
you have completed the registration process, you will be a registered
subscriber of the Website (‘Subscriber‘) and granted access to the applicable
Subscription Services until the expiry of the applicable term of the Subscription
which is applicable for the Subscription Fee (the ‘Subscription Period‘).

4.
Your obligations as a
Subscriber

As a
Subscriber, you agree to comply with the following:

1.    You
will use the Services only for lawful purposes and in accordance with these
Terms;

2.    You
will protect the confidentiality of your Account username and password and you
agree that your consent to use of your password by any third party may result
in the immediate cancellation of the Services by us;

3.    Any
use that you permit of your Account by any third party is strictly prohibited
and that you will immediately notify StreetPricer of any unauthorised use of
your password, Account or email address or any breach of security of which you
have become aware by clicking the support icon or contact us page on the
Website;

4.    You
will not use any Services or the Website in connection with any commercial
endeavours except those for the sale of your own products and services on third
party ecommerce platforms endorsed or approved by us;

5.    You
will not use any Services or the Website for any illegal and/or unauthorised
use which includes without limitation (i) collecting email addresses of other
Subscribers or Website visitors by electronic or other means whether or not for
the purpose of sending unsolicited email, SMSs or other communications or
otherwise; or (ii) unauthorised framing of or linking to the Website;

6.    You
will not upload without our prior written consent any commercial
advertisements, affiliate links, and other forms of solicitation and such may
be removed from the Website without notice to you and may result in termination
of the Services or further legal action by StreetPricer;

7.    You
must not alter, modify or adapt the whole or any part of the Website or
Services;

8.    You
must not remove or tamper with any copyright notice on the Website;

9.    You
must not introduce or permit any viruses, trojans, worms,  malware or similar
programming effects into the Website or any  Services; and

10. You must
not attempt to gain unauthorised access to or to reverse engineer, copy,
redistribute, crawl, frame, edit or re-broadcast the Website or any Services, or
the service on which the Website or any service, computer or database connected
to the Website is stored, located or held.

5.
Payment

1.    Payment
of the Subscription Fee will be processed by a payment gateway such as PayPal
or any other payment gateway as may be notified from time to time by us. StreetPricer
reserves the right to add other payment methods in the future.

2.    If
you use a payment gateway such as PayPal to pay the Subscription Fee, you
warrant that you agree to the Terms and conditions of such payment gateway.

3.    Where
a request for the payment of the Subscription Fee is returned or denied, for
whatever reason, by your financial institution or is unpaid by you for any
reason, then you are liable for any costs that we incur, including banking fees
and charges, associated with the non-payment of the Subscription Fee.

4.    StreetPricer
can vary the Subscription Fee at any time and that the varied Subscription Fee
will come into effect following the conclusion of your existing Subscription
Period.

6. Your rights and refund
policy

You have
certain protections under the Competition and Consumer Act 2010 (Cth) of
Australia and Australian Consumer Law which applies to the conduct of companies
established in Australia or to companies outside Australia who carry on
business within Australia.

1.    If
you are a business:  As a business, these
rights exist when you buy goods or services for your business which are either (i)
under AUD$40,000; or (ii) are over AUD$40,000 and normally bought for personal,
domestic or household use or consumption.

In these
circumstances, your business will be considered a consumer and so entitled to
certain remedies under the consumer guarantees provided for in the Australian
Consumer Law if something goes wrong.

The
Australian Consumer Law also will protect small businesses from unfair terms in
standard form contracts where
such business employs less than 20 people, including casual employees employed
on a regular and systematic basis, and where you pay us no more than AUD$300
000 or AUD$1 million if your Subscription is for more than 12 months.

2.    If
you are a consumer: 

Under the
Australian Consumer Law, when you buy products and services as a consumer from
us, they will come with automatic guarantees that they will work and do what
you asked for.  If you buy something that isn’t right from us as a
consumer, you will have consumer rights and the following consumer
guarantees on our services will apply.

Services must:

1. be provided with due care and skill or
   technical knowledge and taking all necessary steps to avoid loss and
   damage;
2. be fit for the purpose or give the
   results that you and the business had agreed to; and
3. be delivered within a reasonable time
   when there is no agreed end date.

You can claim a remedy
from us if the Services do not meet any of the consumer guarantees in relation
to the Services. If our Services fail to meet a guarantee, if you are a consumer
then you will have rights against us.  When the problem is minor, we can choose
between fixing the problem with the service (free of charge and within a
reasonable time), or offering you as the consumer a refund. If we refuse to fix
the problem or it takes too long, then as a consumer you can get someone else
to fix the problem and recover the reasonable costs from us, or cancel the
service (if it is ongoing) and get a refund.  When there is a major
failure, as a consumer you can cancel the services and get a refund for the parts
of the service not already consumed; or keep the contract and get compensation
for the difference in value and also take action to recover damages from us for
any reasonably foreseeable loss or damage. 

Consumer guarantees do not apply
if you:

1. got what you asked for but simply changed
   your mind, found it cheaper somewhere else, decided you did not like the
   purchase or had no use for it
2. misused a product in any way that caused
   the problem;
3. knew of or were made aware of the faults
   before you bought the product; or
4. asked for a service to be done in a
   certain way against our advice or were unclear about what you wanted; or
5. if we failed to meet one of the consumer guarantees
   due to something someone else said or did (excluding our agents or
   employees) or something beyond human control that happened after the
   services were supplied.

StreetPricer
will provide you with a refund of the Subscription Fee in the event we are unable
to continue to provide the Services or if StreetPricer makes a decision, at its
absolute discretion, that it is reasonable to do so under the circumstances.
Where this occurs, the refund will be in the proportional amount of the
Subscription Fee that remains unused by the Subscriber (the ‘Refund‘).

7.
Intellectual Property

1.    Unless
otherwise indicated, StreetPricer is the owner or the licensee of all content
on the Website (including the Services), including the trade marks, domain
name, sounds, images, text, software, videos, databases, software code,
interfaces, website structure, copyright works and materials displayed on the
Website, its layout and design (the ‘Intellectual Property Rights’).

2.    Unless
otherwise provided in these Terms, the Intellectual Property Rights may not be
copied, reproduced, distributed, adapted, changed, imitated or otherwise used
by you, in whole or in part, without the prior written consent from
StreetPricer. We take our Intellectual Property Rights seriously and will
enforce our rights to the fullest extent permitted by applicable law.

3.    StreetPricer
hereby grants the Subscriber for the duration of the Subscription a
non-transferable, non-exclusive, non-sub-licensable licence to use the
Intellectual Property Rights to the extent necessary for the enjoyment of the
relevant Service(s) purchased by the Subscriber and for no other purpose.

4.    You
will own all right, title and interest in and to all of your own data that is
not personal information and will have sole responsibility for the legality,
reliability, integrity, accuracy and quality of all such data.  You hereby
grant StreetPricer a perpetual non-exclusive sub licensable transferable
royalty free licence to use such data to provide the Services or for internal
purposes or to improve any aspect of the Website or to develop other service
offerings provided that StreetPricer does not make publicly available any of
your commercially confidential information to any third parties where you can
be reasonably identified from such data.

5.    You
may print or download pages from the Website for your own personal,
non-commercial use only.

6.    Other
than the rights granted to you under these Terms, StreetPricer does not grant to
you any other rights whatsoever in relation to the Website or the Services and
all other rights are expressly reserved by StreetPricer.

7.    StreetPricer
retains all rights, title and interest in the Intellectual Property Rights,
except where such rights are owned by third parties.

8.    On
termination or expiry of these Terms, all rights granted to you under these
Terms will immediately cease.

8. Privacy

1.    Our
use of your personal information is set out in StreetPricer’s Privacy Policy,
which is available on the Website.

9. General Disclaimer

1.
Nothing in these Terms limits or excludes any guarantees, warranties,
representations or conditions implied or imposed by law, including the
Australian Consumer Law (or any liability under them) which by applicable law
may not be limited or excluded.  Subject to the foregoing, and to the
extent permitted by applicable law:

1. all terms, guarantees, warranties,
   representations or conditions which are not expressly stated in these
   Terms are excluded;
2. StreetPricer will not be liable
   for any special, indirect or consequential loss or damage (unless such
   loss or damage is reasonably foreseeable resulting from our failure to
   meet an applicable consumer guarantee) or for loss of profit, anticipated
   savings or opportunity, wasted management time, loss of or corruption of
   data, or loss or damage to goodwill arising out of or in connection with
   the Services (including as a result of you not being able to use the
   Services or any late supply of the Services), whether at common law,
   under contract, tort (including negligence), in equity, pursuant to
   statute or otherwise;
3. StreetPricer will not be liable to
   you if we are prevented or delayed from providing the Services (in part
   or in full) or otherwise complying with our obligations under these Terms
   or applicable law by anything you (or anyone acting on your behalf) does
   or fails to do, or due to events which are beyond StreetPricer’s
   reasonable control, which include without limitation, suspension of the
   Services or Website resulting from maintenance and upgrades to
   StreetPricer’s systems or the systems of any person used to provide the
   Services, outages on any phone network or in the case of mobile networks
   where you are not in an area of mobile coverage;
4. use of the Website and the
   Services is at your own risk. Everything on the Website and the Services
   is provided to you “as is” and “as available” with no
   representation, guarantee, warranty or condition of any kind as to the
   Website’s and Services’ functionality, availability or suitability for
   any purpose other than those that are mandatory under the Australian
   Consumer Law (or other applicable laws), and which cannot be lawfully
   excluded; and
5. we do not guarantee that the
   Website or any Services is secure or free from bugs, defects or viruses.

10. Links to and from other websites

1.  Where
the Website contains links to other websites, plugins, applications or
resources provided by third parties, these links are provided for your
information only and are not any indication of approval by us or those linked
websites or information that you may obtain from them. We have no control over
the content of those other websites, plugins, applications or resources, and we
are not responsible for them.

2.  You
may link to our website, provided you do so in a way that is fair and legal and
does not damage our reputation or take unfair advantage of it. You must not
establish a link in such a way as to suggest any form of association, approval
or endorsement on our part unless we have agreed to that. StreetPricer reserves
the right to withdraw linking permission without advance notice to you.

11. Limitation of liability

1.    Except
in relation to liability for fraud or personal injury or liability which cannot
be excluded under applicable law, StreetPricer’s total liability arising out of
or in connection with the provision of the Website and/or Services, however
arising, including under contract, tort (including negligence), in equity,
under statute or otherwise, will not for any claim exceed the value of the Subscription
Fee paid by you for the last calendar month’s period in the month before the
date of your claim against us.

12. Termination

1.
Subject to any provisions in these Terms that survive
termination, the Terms will continue to apply for the Subscription Period until
terminated by either you or by StreetPricer as set out below.

2.    If
you wish to terminate these Terms, you may do so by closing your account with
immediate effect by un-subscribing in your Account Profile Page for all of the Services
which you use, where StreetPricer has made this option available to you.
Subject to your rights under the Australian Consumer Law (please refer to ‘Your
rights and privacy policy’ section above), any advance monies paid by you are
non-refundable.

3.    StreetPricer
may at any time, on written notice to you terminate these Terms with you if:

1. you have breached any provision of
   these Terms;
2. StreetPricer is required to do so
   by applicable law;
3. your conduct adversely impacts
   StreetPricer’s name or reputation;
4. your use of the Website or
   Services violates the rights of other persons; or
5. the provision of the Services to
   you by StreetPricer is, in the opinion of StreetPricer, no longer
   commercially viable.

4.    Further
to 3
above, StreetPricer reserves the right to discontinue or cancel your
Subscription at any time and may suspend or deny, in its sole discretion, your
access to all or any portion of the Website or the Services without notice if
you breach these Terms or if your conduct adversely impacts StreetPricer’s name
or reputation, or your use of the Website or the Services violates the rights
of those of another party.

13. Indemnity

1.    You
agree to indemnify and keep indemnified StreetPricer, its affiliates, officers,
employees, agents, contributors, third party content providers and licensors
from and against all actions, suits, claims, demands, liabilities, costs,
expenses, loss and damage (including legal fees on a full indemnity basis)
incurred, suffered or arising out of or in connection with any breach of these
Terms by you (or anyone acting on your behalf).

14. Dispute Resolution

1.    Compulsory:
If a dispute arises out of or in relation to these Terms, you may commence any legal
proceedings in relation to the dispute, unless the following clauses have been
complied with (except where urgent interlocutory relief is sought).

2.    Notice:
If you claim a dispute (‘Dispute‘) has arisen under these Terms, you must
give us written notice detailing the nature of the dispute, the desired outcome
and the action required to settle the Dispute.

3.    Resolution:
On receipt of that notice (‘Dispute Notice‘) the parties to these Terms
(‘Parties‘) must:

1. within
   14 days after the Dispute Notice has been received by the recipient endeavour
   in good faith to resolve the Dispute expeditiously by negotiation or such
   other means upon which they may mutually agree; and
2. if for any reason whatsoever, 14
   days after the date of the Dispute Notice has been received by the
   recipient, the Dispute has not been resolved, the Parties either agree
   upon selection of a mediator or either party may request that an
   appropriate mediator be appointed by the President of the Victorian Bar
   (and both parties agree to be bound by such appointment).

The
Parties are equally liable for the fees and reasonable expenses of a mediator
and the cost of the venue of the mediation and without limiting the foregoing
undertake to pay any amounts requested by the mediator as a pre-condition to
the mediation commencing. The Parties must each pay their own costs associated
with the mediation. The mediation will be held in Melbourne, Australia at a
time to be mutually agreed by the parties.

4.    Confidential:
All communications concerning negotiations made by the Parties arising out of
and in connection with this dispute resolution clause are confidential and to
the extent possible, must be treated as “without prejudice”
negotiations for the purpose of applicable laws of evidence.

5.    Termination
of Mediation: If 14 days have elapsed after the start of
a mediation of the Dispute (or if the parties cannot agree a mutually
convenient time for the mediation within 45 days after the Dispute Notice has
been received by the recipient) and the Dispute has not been resolved, either
Party may ask the mediator to terminate the mediation and notify the other
party in writing of such request to the mediator, and the mediator must do so
and the mediation will be terminated.

15. Venue and Jurisdiction

1.  The
Services offered by StreetPricer are intended for residents of Australia.
Subject to the Dispute Resolution provision above, the courts of Victoria,
Australia have the exclusive jurisdiction for resolving any Dispute arising out
of or relating to the Website or any Services.

16. Governing Law

1.  These
Terms are governed by and to be construed according to the laws of Victoria,
Australia. These Terms are binding to the benefit of the parties to these Terms
and their successors and assigns.

17. Invalidity

1.  If
any part of these Terms is found to be void or unenforceable by a court of
competent jurisdiction, that part will be severed and the rest of these Terms will
remain in force.

18. Miscellaneous

1.  nbsp;  Variation:
No variation of these Terms will be effective unless it is in writing and
signed by us.

2.    Waiver:
No failure or delay by us to exercise any right or remedy provided under these
Terms or by applicable law will constitute a waiver of that or any other right
or remedy, or prevent or restrict the further exercise of that or any other
right or remedy. No single or partial exercise of such right or remedy will prevent
or restrict the further exercise of that or any other right or remedy.

3.    Rights
and Remedies:  Except as expressly provided in these
Terms, the rights and remedies provided under these Terms are in addition to,
and not exclusive of, any rights or remedies provided by applicable law.

4.    Entire
Agreement:   These Terms constitute the entire agreement
between the parties and supersedes and extinguishes all previous agreements,
promises, assurances, warranties, representations and understandings between
them, whether written or oral, relating to its subject matter.

5.    Assignment:
You may not, without StreetPricer’s prior written consent, assign, transfer,
charge, sub-contract or deal in any other manner with all or any of your rights
or obligations under these Terms.  StreetPricer may at any time assign,
transfer, charge, sub-contract or deal in any other manner with all or any of
its rights or obligations under these Terms.

6.    Relationship:
Nothing in these Terms is intended to or will operate to create a partnership
between the parties, or authorise either party to act as agent for the other,
and neither party will have the authority to act in the name or on behalf of or
otherwise to bind the other in any way (including, but not limited to, the
making of any representation or warranty, the assumption of any obligation or
liability and the exercise of any right or power).

7.    Third
party rights:  These Terms do not confer any rights
on any person or party (other than the parties to this agreement and, where
applicable, their successors and permitted assigns).

8.    Notices:
Any notice required to be given under these Terms will be:

1. in the
   case of notice to StreetPricer: in writing and delivered by hand or sent
   by pre-paid first-class post or recorded delivery post to us at our address
   as set out in these Terms, or such other address as may have been
   notified by us on the Website for such purposes from time to time; and
2. in the case of notice to you: posted
   on our Website or emailed to you at the email address you have last given
   to us.

 

A notice
delivered by hand will be deemed to have been received when delivered (or if
delivery is not in business hours, at 9 am on the first business day following
delivery). A correctly addressed notice sent by pre-paid first-class post or
recorded delivery post will be deemed to have been received at the time at
which it would have been delivered in the normal course of post.