Terms of Use of the dLook Website

dLook Pty Ltd (dLook/we) operates an online directory listing for Australian businesses (the "Directory") located at www.dlook.com.au (the "Website"). The addition of your business information to the dLook Directory constitutes acknowledgement and acceptance by you that you and/or your Company have, as an end user entered into a Contract to Supply of Directory services with dLook using the dLook Website. As a condition of the Contract to Supply you have agreed to be bound by the dLook Directory and Website Terms of Use. Your use of the Directory service, as supplied by dLook under the agreed Contract to Supply, also constitutes the full acceptance and compliance by you and/or your Company with all the Terms of Use as set out herein and any other specific conditions, notices and disclaimers published or contained on the Website (together, the "Terms of Use").

Please read these Terms of Use carefully.

1. Contract to Supply

   All users of the Directory and Website (you and/or your Company) on the use of the Directory automatically enter into a Contract to Supply of the dLook Directory services to you/your company by dLook and you/your company agree to be bound by all the Terms of Use as published from time to time by dLook. Both categories of Directory User, Standard and Premium, are provided access to the Directory service by dLook as its obligation under the Contract to Supply. As part of the consideration for the supply of this service dLook requires the Contract to Supply to be for a minimum 90 day term from the date of entry into the Contract to Supply. After the initial period the service supply will revert to either a month to month or annual renewal basis as selected by you/your company. After the minimum period the dLook Contract to Supply may be terminated, without cause, by either party upon written notice. Termination is subject to these Terms of Use.

2. We can amend these Terms of Use

   We reserve the right to amend the dLook Terms of Use at any time. Such variation(s) will become effective immediately upon publishing or posting or on such later date as dLook may specify whether or not dLook provides you and/or your company specific notice of any particular change. Your continued use of the Directory will constitute acceptance of the revised Terms of Use, so you should review the Terms of Use from time to time.

3. What we expect from you

   You are required to:

   1. ensure that the material you post or publish to the Directory is accurate, complete, up to date and suitable;

   2. comply with all relevant Local, State and Commonwealth laws and regulations and, where applicable, all national and international laws and regulation;

   3. respect our and other users’ rights including but not limited to dLook intellectual property rights subsisting in material available on or through the Website and Directory.

4. What you are not permitted to do

   You will not:

   1. use the Directory for illegal purposes including without limitation by posting to the Directory information encouraging conduct that would constitute a criminal offence;

   2. post to the Directory any material which violates any intellectual property rights (including, without limitation, patents, trade marks, trade names, copyright and design rights and whether remittable, registered or unregistered) or other rights of any person in any jurisdiction in the world;

   3. post to the Directory or, if applicable, any dLook site linked to your listing in the Directory, any defamatory, threatening, harassing, abusive, discriminatory, unlawful, obscene, offensive, profane, indecent or otherwise objectionable material of any kind;

   4. post to the Directory or otherwise propagate material of any kind which contains computer worms, viruses or other types of malicious or harmful programs;

   5. damage, modify, interfere with, disrupt or destroy the files, data, passwords, devices or resources that belong to us or do anything that compromises the security of the Website or the Directory;

   6. use the Directory to engage in misleading or deceptive on-line marketing practices;

   7. use the Directory to transmit junk mail, spam, chain letters or engage in other flooding techniques or mass distribution of unsolicited email, or

   8. resell, rent or lease our Directory or use of, or access to, our Directory.

5. Acknowledgments

   You acknowledge that:

   1. dLook do not review or vet or exercise any direct supervision or control over the content or any material that you or others post on your behalf to the Directory or any associated link;

   2. dLook are not responsible for the content or conduct of any site linked to or from the Directory Website;

   3. the Website and/or the Directory may experience interruptions and access difficulties from time to time and that dLook will not be responsible for such interruptions or access difficulties.

6. Intellectual Property

   1. All intellectual property rights in data, information and materials utilised in the Directory or on the Website including, without limitation, all software, tools, know-how, methodologies, equipment or processes, shall remain dLook’s or our licensor’s sole and exclusive property. You acknowledge and agree that you shall not acquire any rights, title or interest in or to any of our intellectual property rights.

   2. By placing any information or other material in the Directory you grant us a non-exclusive, perpetual, royalty free, unrestricted, worldwide license to edit, reproduce, adapt, translate, exhibit, publish, make available to the public, redistribute, transmit, broadcast, publicly perform, transfer, sublicense and otherwise use such material. This grant includes the right to exploit all intellectual property rights in any such information or other material including but not limited to rights under copyright, trade mark or patent law in any jurisdiction in the world.

7. dLook Rights

   We reserve the right to:

   1. refuse to post or to remove any information and/or materials (in whole or in part) that dLook, in our sole and absolute discretion, regard in any way objectionable or in violation of any applicable law or the Terms of Use without notice to you;

   2. modify, discontinue or terminate any services dLook offer at any time without notice or liability to you; and

   3. cooperate fully with any law enforcement authority in any jurisdiction in respect of any lawful direction or request to disclose the identity or other information in respect of anyone posting any materials which violate any applicable or relevant law or the Terms of Use.

8. Exclusion of Warranties

   1. We do not warrant that the Directory is error or fault free or that it will meet your requirements.

   2. Except as otherwise expressly stated in these Terms of Use, dLook make no express or implied warranties to you and expressly exclude all warranties, conditions and terms implied by statute, general law, international convention or custom, including without limitation any and all implied warranties with respect to merchantability, fitness for purpose, title and non-infringement, except for any implied condition or warranty, the exclusion of which would contravene any statute or cause this clause to be void.

9. Limitation and Exclusion of Liability

   To the extent permitted by law:

   1. where the services dLook provides to you are subject to warranties or terms implied by statute, general law, international convention or custom which cannot be excluded, restricted or modified our liability for breach of any such condition or warranty will be limited to the re-supply of the service(s).

   2. dLook excludes any and all liability to you or any other person for any loss or damage, whether arising in contract, negligence or otherwise arising out of or in connection with any use of the Website or the Directory or information on or provided though the Website or the Directory.

   3. and without limiting sub clause (2), dLook excludes all liability to you or any other person (whether in contract, negligence, tort, equity or otherwise) for any consequential, indirect, incidental, special, punitive or exemplary damages, including without limitation any loss of profits, loss or corruption of data or loss of goodwill, even if dLook have been advised of the possibility of such loss or damage.

10. Indemnity

    You agree to at all times indemnify us and our affiliates, our suppliers and their respective officers, employees, contractors and agents ("those indemnified") from and against any direct or consequential loss, costs, expenses (including reasonable legal fees), claims, damages, settlement, penalties, fines or other liability incurred or suffered by any of those indemnified which may arise out of your use of the Directory and/or the Website or any breach by you of these Terms of Use.

11. Termination

    1. The Terms of Use are effective until the current Contract to Supply is terminated, and dLook may terminate Supply and your right to publish or post information and material to the Directory at any time without notice.

    2. After the initial period either party may terminate the Contract for Supply, subject to the Terms of Use.

    3. In the event of termination you are no longer authorised to add your Directory listing to the Directory, but all restrictions imposed on you, licenses granted by you and all our disclaimers and limitations of liability set out in the Terms of Use will survive.

    4. In the event of termination of the Contract to Supply dLook will not be liable to you for any claims of any kind arising from removal of your Directory listing from the Directory whether on account of the loss by you of present or prospective profits, anticipated orders, expenditures, investments or commitments made, goodwill created or on account of any other cause whatsoever.

12. Circumstances beyond our control

    We will not be liable for any failure or delay in the performance of our obligations to you under the Contract to Supply if that failure or delay is due to circumstances beyond our reasonable control including, without limitation, any act of God or other cause beyond our reasonable control including any mechanical, electronic, communications or third party supplier failure.

13. Notices

    We may provide notices to you by simply posting the notice on the Website.  This is in addition to any other mode of services permitted by law.

14. General

    1. Any provision of the Terms of Use that is invalid, voidable or unenforceable will be deleted and the remainder will continue to have full force and effect.

    2. You may not assign any of your rights or obligations under the Contract to Supply or under the Terms of Use without our prior written consent.  We may assign our rights or obligations under the Contract to Supply at any time without notice to you.

    3. Headings in this Agreement are for convenience only and shall not be used to interpret this Agreement.

    4. A waiver by us of a provision of or right under the Terms of Use is only binding on us if it is in writing and executed by us.  In addition the waiver will only be effective in the specific instance and for the specific purpose for which it was given.

    5. The Terms of Use are governed by the laws of each and every Australian State and Territory  and each party irrevocably submits to the non-exclusive jurisdiction of the Courts of  the  State or Territory where their business or listing originates.

    6. All rights not expressly granted in the Terms of Use are reserved.

15. Refund Policy

    1. In the event that a business, company or individual wishes to terminate their Contract to Supply and any advertising contract with dLook, that business may do so after the initial period.  To terminate the Contract to Supply the dLook service you and/or your Company as the authorised company or individual must provide dLook thirty (30)  days’ notice of intention to terminate in writing addressed to dLook Pty Ltd, PO Box 200, Menai Central  NSW  2234.

    2. Upon receipt of such a complying termination notice dLook will confirm the notice with the authorised sender and refund any monies remaining and pre paid by the business, company or individual which extend past the thirty day notice period.

    3. If the business, company, or individual has a direct debit arrangement with dLook via credit card, bank account or other means, dLook undertake to authorise the cancellation of such an arrangement upon receipt and confirmation of the termination notice.

    4. In the event of dLook terminating a Contract to Supply and an advertiser’s listing under the terms of paragraphs 7 and 11 of these Terms of Use, dLook will automatically refund any fees paid in advance by the business, company or individual as a matter of course.