Master Subscription Agreement

Definitions

1. In this agreement:

1. Digital Business Lounge (DBL) means Digital Business Lounge (DBL).
2. you means the person, company or other organization or entity which is requesting that Digital Business Lounge (DBL) provide the Services pursuant to these terms and conditions and any Order Form submitted by you and accepted by Digital Business Lounge (DBL).
3. Your Content means the data and other content provided by you (regardless of whether that data is owned by you or an End Client) for use with the Services.

4. End Client means a person to whom you are supplying services, which services will involve building and operating a website for and on behalf of that person using the Services.

5. Order Form means an order form submitted by you to Digital Business Lounge (DBL) or any other means by which you order Services from Digital Business Lounge (DBL) in accordance with the procedures specified by Digital Business Lounge (DBL) from time to time.
6. Services means the services to be provided by Digital Business Lounge (DBL) to you as specified in any Order Form submitted by you and accepted by Digital Business Lounge (DBL).

7. Software means any software used by Digital Business Lounge (DBL) in the course of providing or delivering the Services.
8. Third Party Facilities means any facilities, platforms, products, services, applications or other resources provided by third parties which are used in the delivery of the Services or which are provided or used with the Services and which include (without limitation) resources by which the Services are provided over the internet, hosting services and facilities, facilities by which payment or other financial transactions are concluded, or the services, products or software of third parties with which the Services or Software are used, integrated or connected.
9. Trade Marks means the trademark "Digital Business Lounge (DBL)" and any other trademark used by Digital Business Lounge (DBL) in relation to the Services.
10. Website means the Digital Business Lounge (DBL) website found at www.Digital Business Lounge (DBL).com.

Your registration

2. Prior to being able to submit an Order Form and acquire Services from Digital Business Lounge (DBL), you must register with Digital Business Lounge (DBL) via the Website. On registering, you warrant and represent that:

1. the information you provide to Digital Business Lounge (DBL) is true, complete, accurate and up to date;
2. you will not provide Digital Business Lounge (DBL), any other user of the Website or acquirer of Services from Digital Business Lounge (DBL) with inaccurate, misleading or false information; and
3. if you are an individual, you are at least 18 years old.

3. You must:

1. ensure that your information is updated on a regular basis to ensure that it is true, complete, accurate and up to date at all times;
2. keep your registration information, including any password or other security information, secure such that it can only be used by authorized personnel;
3. not allow any other person to use your registration;
4. not divulge your password or other registration information to any other person save as permitted by these terms and conditions; and
5. not make the Services available to any other person using your registration except where Digital Business Lounge (DBL) has agreed to this occurring pursuant to an Order Form accepted by Digital Business Lounge (DBL).

4. You must immediately notify Digital Business Lounge (DBL) of any breach of security or unauthorized use of your registration. You are responsible for all use of the Services using your registration and will indemnify Digital Business Lounge (DBL) (together with each of its related bodies corporate, directors, officers, employees, agents and contractors) for any loss or damage suffered as a result of any unauthorized use of your registration.

5. You acknowledge and agree that the internet protocol address (commonly referred to as an "IP address") of the computer from which you access the Website may be logged each time you access the Website such that a permanent record will be created that the Website was accessed by the computer in question

Digital Business Lounge (DBL) Services

6. Upon acceptance by Digital Business Lounge (DBL) of an Order Form submitted by you, Digital Business Lounge (DBL) will provide the Services to you as described in that Order Form.

7. Digital Business Lounge (DBL) will use commercially reasonable efforts to make the Services available 24 hours a day 7 days a week subject to: (a) scheduled downtime for maintenance, upgrade and other purposes, notice of which will be given to you; (b) unavailability or downtime of the Website or the Services caused by circumstances beyond the reasonable control of Digital Business Lounge (DBL); (c) any reasonable limitations imposed on access to or use of the Services by Digital Business Lounge (DBL).

Purchase of Services

8. By placing an Order Form with Digital Business Lounge (DBL) you agree to pay for the Services to be supplied as described in the Order Form. All purchases made pursuant to an Order Form are subject to these terms and conditions and the Order Form. On acceptance of an Order Form by Digital Business Lounge (DBL), all purchases of Services pursuant to the Order Form cannot be cancelled and amounts paid or payable are not refundable.

9. Digital Business Lounge (DBL) reserves the right not to accept an Order Form in its absolute discretion.

10. Payments must be made as specified in the Order Form. Where payment is made by credit card, Pay Pal or similar means, you: (a) must provide appropriate details to Digital Business Lounge (DBL) for the purpose of making such payments; (b) irrevocably authorize Digital Business Lounge (DBL) to charge payments due to the credit card or other account on the dates on which such payments are due under the Order Form. Where arrangements are made for payment on receipt of an invoice, you must pay the invoice within 30 days of the date of the invoice (unless another period is specified in the invoice).

11. Digital Business Lounge (DBL) is entitled to charge interest at a rate of 1.5% per month or the maximum permitted by law (whichever is the lower) on any overdue payments. Digital Business Lounge (DBL) is entitled to suspend the provision of the Services (or part of them) or your access to the Website where you fail to make any payment (or part of a payment) due pursuant to these terms and conditions or an Order Form or if you are otherwise in breach of the terms of this agreement. Digital Business Lounge (DBL) will give you 7 days notice of any proposed suspension of the Services.

12. Unless otherwise specified, all amounts stated to be payable pursuant to these terms and conditions or an Order Form are in US dollars.

13. Unless otherwise specified, all amounts stated to be payable pursuant to these terms and conditions or an Order Form do not include applicable taxes, duties and similar payments (including, without limitation, any GST, VAT or similar sales tax or any withholding or similar tax). Where any such taxes, duties or similar payments are payable, they are payable by you in addition to the amounts stated in the Order Form. You will indemnify Digital Business Lounge (DBL) (together with each of its related bodies corporate, directors, officers, employees, agents and contractors) and keep each of them indemnified against any claim for payment of any such taxes, duties or similar payments. All payments are non-refundable.

Intellectual property

14. Digital Business Lounge (DBL) retains ownership of all intellectual property rights (including, without limitation, any patent, design right, copyright, semiconductor or circuit layout right, confidential or proprietary information, know how, trade mark, domain name or other right) created in the course of providing the Services and which exist in the Software and the Website.

15. Digital Business Lounge (DBL) grants to you a non-exclusive, non-transferable, personal licence to use the Services for the purposes described in the relevant Order Form and for no other purpose. All other rights are reserved and no other licence is granted. You must not permit any unauthorized person to access, use, receive, exploit or commercialize the Services or Software.

16. You must not copy, or permit any other party to copy, the Software or any part of it other than where permitted by these terms and conditions. You must not sell or purport to sell any copies of the Software. You must not reverse engineer, decompile, disassemble or otherwise interfere with the Software, or permit any other party to do any such act. You must not disable or attempt to disable any device installed in the Software which controls its security or use. Each of the above terms is subject to your rights under Division 4A of the Copyright Act 1968 (Cth) or equivalent legislation.

17. You will not access or use the Services or Software for the purpose of developing a platform for the delivery of services which are competitive with the Digital Business Lounge (DBL) platform. You must not copy any content of the Website or any other works or subject matter belonging to Digital Business Lounge (DBL).

18. If you make any suggestions or provide feedback in relation to the Services, the delivery of the Services, the Website or the Software, Digital Business Lounge (DBL) may use such suggestions or feedback without any payment or other consideration due to you. You grant to Digital Business Lounge (DBL) a perpetual, irrevocable, worldwide and royalty-free licence to use any suggestions or feedback relating to the Services, the delivery of the Services, the Website or the Software.

19. Notwithstanding any other provision of these terms and conditions, you retain ownership of the intellectual property in or other rights to:

1. your Content;
2. software provided or created by you for the purpose of use with the Services.

Confidentiality

20. Each party will keep confidential any confidential information belonging to the other party disclosed pursuant to this agreement. Confidential information belonging to Digital Business Lounge (DBL) includes the unpublished content and methodology of the Services and the Software, Digital Business Lounge (DBL)'s dealings with you including the content of any Order Form and any other information relating to the Services, and the business, operations or products of Digital Business Lounge (DBL), other than information in the public domain or information which subsequently enters the public domain or which you can establish was known to you prior to disclosure by Digital Business Lounge (DBL) (except as a result of a breach of this agreement).

21. A party to whom confidential information is disclosed (the Recipient):

1. must not disclose any of the disclosing party's confidential information to any third party except with the prior written consent of the disclosing party;
2. must not copy or use any of the disclosing party's confidential information for any purpose except as contemplated by this agreement;
3. must use the Recipient's best endeavours to protect the confidentiality of any documents or computer systems containing the disclosing party's confidential information, including the implementation of work practices and procedures restricting the access to and use of any such documents or computer systems;
4. will only disclose the disclosing party's confidential information to the Recipient's officers and employees who need to know the disclosing party's confidential information;
5. will procure that the Recipient's officers and employees are made aware of the Recipient's obligations of confidence in relation to the disclosing party's confidential information and that each officer and employee must comply with such obligations;
6. if requested by the disclosing party, procure that each officer or employee to whom the disclosing party's confidential information is to be disclosed executes a confidentiality agreement containing similar confidentiality terms to this agreement prior to such disclosure;
7. will comply with all reasonable instructions or directions given to the Recipient by the disclosing party regarding the protection of the disclosing party's confidential information.

22. A Recipient may disclose the disclosing party's confidential information where required by law by a stock exchange, or a regulatory body or pursuant to an order of a competent court provided that: (a) the disclosure is limited to what is required by law; (b) in the case of a disclosure pursuant to a court order, the disclosing party is given the opportunity to object to the disclosure.

Privacy

23. By registering to use the Services or Website, you consent to Digital Business Lounge (DBL) collecting, keeping and using your personal information. Your personal information will be kept and used by Digital Business Lounge (DBL) in accordance with its privacy policy which can be found at [link].

Warranties

24. Digital Business Lounge (DBL) warrants that:

1. the Services will substantially conform to the description of the Services specified in an Order Form submitted by you and accepted by Digital Business Lounge (DBL);
2. the features and functionality of the Services will not be materially decreased during the term specified in an Order Form submitted by you and accepted by Digital Business Lounge (DBL).

25. Digital Business Lounge (DBL) does not warrant that the Services will be provided error free or will be available at all times.

26. Except to the extent that any law or statute prohibits the exclusion of any condition or warranty, all other conditions, guarantees, warranties, rights or remedies are excluded.

Liability

27. In this section headed 'Liability', all references to Digital Business Lounge (DBL) are a reference to Digital Business Lounge (DBL) together with each of its related bodies corporate, directors, officers, employees, agents and contractors.

28. You must take your own precautions to ensure that the processes which you employ for accessing the Website and receiving the Services do not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system. For the removal of doubt, Digital Business Lounge (DBL) does not accept responsibility for any interference or damage to your own computer system which arises in connection with your use of the Website, receipt of the Services or any linked website.

29. To the maximum extent permitted by law, Digital Business Lounge (DBL)'s liability and your sole remedy for breach of any express warranty, or guarantee, warranty, right or remedy implied or conferred by law, is limited to, at Digital Business Lounge (DBL)'s option, one or more of: (a) supplying the Services again; or (b) payment of the cost of having the Services supplied again.

30. Except as expressly provided elsewhere in this agreement or where liability cannot be excluded by operation of law, Digital Business Lounge (DBL) will be under no liability to you and liability is excluded (whether for breach of contract, negligence or otherwise) in respect of any loss or damage which may be suffered or incurred by you in relation to the availability or your use of the Services, the Website or the Software.

31. Digital Business Lounge (DBL) will be under no liability to you and liability is excluded (whether for breach of contract, negligence or otherwise) for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of revenue, business or profits, loss resulting from business interruption, loss of business information, loss resulting from any claim by any third party or any other pecuniary loss) arising out of the availability or your use of the Services, the Website or the Software.

32. You acknowledge that Digital Business Lounge (DBL) relies on Third Party Facilities to deliver the Services and that such Third Party Facilities may fail or malfunction or not be available through no fault of Digital Business Lounge (DBL). To the maximum extent permitted by law, Digital Business Lounge (DBL) will be under no liability to you and liability is excluded (whether for breach of contract, negligence or otherwise) in respect of any loss or damage which may be suffered or incurred by you which is caused, or contributed to, by a defect, fault or failure of any Third Party Facilities or if Third Party Facilities are not available.

33. To the maximum extent permitted by law, Digital Business Lounge (DBL) accepts no responsibility for, and excludes liability for, any interpretation or use of the content, data, results or other information generated by use of the Services, the Website or the Software by you or any other person. You acknowledge and agree that such content, data, results or other information may contain errors or omissions. Without limiting any other provision in this agreement, Digital Business Lounge (DBL) will not be liable to you (whether for breach of contract, negligence or otherwise) for any loss or damage suffered by you or any third party by reason of any reliance on or the interpretation or use of the content, data, results or other information generated by use of the Services or for any error or defect or omission arising out of the use of the Services.

Security

34. Digital Business Lounge (DBL) will adopt and implement measures to protect the integrity and security of the Services and Your Content, such measures being of the sort and standard reasonably to be expected of a provider of services of the sort provided by Digital Business Lounge (DBL). You acknowledge that the integrity or security of data and Your Content may be compromised even where such measures are adopted and implemented or where there is a failure of the owners or operators of Third Party Facilities to protect the integrity and security of data provided by you or third parties. Subject to any law or statute which prohibits the exclusion or limitation of any guarantee, condition, warranty, right or remedy, Digital Business Lounge (DBL) will be under no liability to you and liability is excluded (whether for breach of contract, negligence or otherwise) in respect of any loss or damage which may be suffered or incurred by you or any third party as a result of any breach of security which results in unauthorised access to the Services or Your Content.

35. Digital Business Lounge (DBL) will not access, modify, use or disclose Your Content except in the course of providing the Services to you without your written consent.

Compliance

36. You must comply with any law, legislation, regulation or code of practice applicable to Your Content, the Services and their use. To the maximum extent permitted by law, Digital Business Lounge (DBL) shall not be responsible or liable for any breach of any applicable law, legislation, regulation or code of practice by you in relation to the use of the Services or any of Your Content.

37. You must not use or obtain the Services or provide Your Content for any illegal purpose including (without limitation): (a) sending or making unlawful, harassing, defamatory, libelous, tortuous, abusive, threatening, or obscene communications of any kind; (b) posting, publishing or disseminating material that infringes or violates any third party's proprietary or intellectual property rights; (c) posting, publishing or disseminating material that could constitute a criminal offence, give rise to civil liability or otherwise violate any applicable law or regulation; (d) posting, publishing or disseminating objectionable material, including without limitation, content that contains blatant bigotry, racism, or hatred, or that promotes illegal activities or physical harm against anyone; or (e) posting, publishing or disseminating spam, chain letters, junk mail or any other type of unsolicited mass e-mail to people or entities who have not agreed to be part of such mailings.

38. You agree that, in using the Services and providing Your Content, you must:

1. only use the Services in the manner specified by Digital Business Lounge (DBL) from time to time;
2. not disrupt or interfere with another subscriber's use or enjoyment of the Services;
3. not use or attempt to use another person's account, service or system;
4. not attempt to obtain unauthorised access to or disrupt or interfere with the security of, or otherwise abuse, the Services or the Website, the Website system resources or accounts, or any servers or networks connected to the Website or which are used in the provision of the Services by Digital Business Lounge (DBL);
5. not systematically extract, collect or harvest, through electronic means or otherwise, any data or data field or other content, on the Website;

6. not disrupt the normal operations of the Services or Website;
7. not post any material which contains viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of other computer software or hardware;
8. not post any material which contains or is in relation to pornography[adult industry] or gambling activities ;
9. comply with all applicable laws and regulations related to privacy and data collection.

Term and termination

39. Digital Business Lounge (DBL) will continue to provide the Services to you (and you will be entitled to utilise the Services and the Website) for the term set out in the applicable Order Form or, if no term is specified in the applicable Order Form, for one year. The term of any Order Form will automatically renew for a further term of one year unless you give notice to Digital Business Lounge (DBL) that you do not wish the term to be extended. Such notice must be given no later than 30 days before the date on which the term expires and if no such notice is given the term will be automatically extended for a period equal to the previous term. Any extension of the term is subject to payment for the Services at the rates in force at the date of the commencement of the renewed term within 21 days of the commencement of the extension to the term. Any increase in rates will not exceed CPI (Perth) or 7% whichever is the lower, unless the pricing in place prior to renewal was a promotional or special price offered to you as specified in the Order Form.

40. Digital Business Lounge (DBL) may terminate this agreement with immediate effect by giving notice to you if: (a) you are in breach of this agreement and the breach is not capable of being remedied; (b) you are in breach of this agreement and, in the case of a breach which is capable of being remedied, you fail to remedy the breach within 30 days of receipt of written notice of the breach; (c) you fail to pay any amount due to Digital Business Lounge (DBL) within 21 days of receiving a written demand for payment; (d) you are subject to any application for winding up or liquidation, or for the appointment of a liquidator, receiver or manager, or are subject to any other form of insolvency event; or (e) Digital Business Lounge (DBL) ceases to provide the Services to any party.

41. You may terminate this agreement with immediate effect by giving notice to Digital Business Lounge (DBL) if: (a) Digital Business Lounge (DBL) is in breach of this agreement and the breach is not capable of being remedied; (b) Digital Business Lounge (DBL) is in breach of this agreement and, in the case of a breach which is capable of being remedied, Digital Business Lounge (DBL) fails to remedy the breach within 30 days of receipt of written notice of the breach; (d) Digital Business Lounge (DBL) is subject to any application for winding up or liquidation, or for the appointment of a liquidator, receiver or manager, or is subject to any other form of insolvency event; or (e) Digital Business Lounge (DBL) discontinues the Services supplied to you.

42. If this agreement expires or is terminated, you must immediately stop using the Services. On termination, all payments due to Digital Business Lounge (DBL) prior to termination must be made within 21 days.

43. On expiry or termination, if requested by you, Digital Business Lounge (DBL) will return all Your Content to you. Any such request must be made within 30 days. Digital Business Lounge (DBL) is not required to store Your Content beyond 30 days.

General

44. If any provision or part of a provision of these terms and conditions is held to be illegal, unenforceable or otherwise invalid, that provision or part will be deemed to be severed from these terms and conditions and the remainder of the agreement between Digital Business Lounge (DBL) and you will continue in effect.

45. You will indemnify Digital Business Lounge (DBL) (together with each of its related bodies corporate, directors, officers, employees, agents and contractors)and keep each of them indemnified against any loss or damage suffered by Digital Business Lounge (DBL) arising out of any breach of this agreement by you including (without limitation) any loss or damage arising out of any claim by any third party against Digital Business Lounge (DBL).

46. These terms and conditions are governed by and construed in accordance with the laws of United States. The parties consent to the exclusive jurisdiction of the courts of United States.

47. Digital Business Lounge (DBL) reserves the right to amend or vary these terms and conditions from time to time. Amendments or variations to these terms and conditions will be effective immediately upon Digital Business Lounge (DBL) posting a notice on the Website. Your continued use and acceptance of the Services following the posting of such a notice will represent an agreement by you to be bound by the terms and conditions as amended and such amended terms and conditions will apply to any future use of the Website and the provision of the Services.

48. All dates and times are determined by reference to the date and time in United States EST.

49. To the maximum extent permitted by law, Digital Business Lounge (DBL) will not be liable for and all liability is excluded in relation to or arising from any event which is beyond the reasonable control of Digital Business Lounge (DBL) including (without limitation) any Act of God, loss of power or internet connectivity, act of terrorism, criminal act or third party conduct.

50. These terms and conditions and any applicable Order Form constitute the entire agreement between the parties in respect of the supply of the Services. This agreement supersedes all prior representations, warranties, agreements, understandings, negotiations and discussions whether oral or written, express or implied, collateral or otherwise, by or between the parties pertaining to the subject matter of this agreement.

51. Any notice to be given by a party pursuant to this agreement must be in writing and may be given: (a) by email which will be deemed to have been received by the recipient on the date on which it was sent unless a notice is received by the sender stating that the email was not able to be delivered or the recipient can establish that the email was not received; or (b) by fax which will be deemed to have been received on the date on which it was sent provided that the sender can produce a transmission report confirming that the fax was sent . Where a notice is sent or received on a day which is not a business day in Unites States, it will be deemed to have been sent and received on the next business day in Unites States.

52. This agreement is personal to you and must not be assigned by you except with the prior written consent of Digital Business Lounge (DBL) (which consent will not be unreasonably withheld). Digital Business Lounge (DBL) may assign the benefit of this agreement to a third party.

The following additional terms apply where you are using the Services for the purpose of websites which are owned and operated by your End Clients or promoting Digital Business Lounge (DBL) products and services to End Clients or potential End Clients.

53. Any agreement entered into by you with an End Client must be consistent with the terms of this agreement.

54. You will procure that any End Client complies with the obligations as to the access and use of the Services placed on you in this agreement as if the End Client was a party to this agreement. In the event that any End Client is accessing or using the Services in a manner prohibited by this agreement, you will take all reasonable steps to enforce compliance by the End Client.

55. You represent and warrant that you are authorized by your End Clients to provide the End Client's data, content and other material for use with the Services.

56. You will indemnify Digital Business Lounge (DBL) (together with each of its related bodies corporate, directors, officers, employees, agents and contractors)and keep each of them indemnified against any loss or damage suffered by Digital Business Lounge (DBL) arising out of any circumstances where:

1. an End Client does anything which if done by you would constitute a breach of this agreement including (without limitation) any loss or damage arising out of any claim by any third party against Digital Business Lounge (DBL).
2. an End Client brings a claim against Digital Business Lounge (DBL) arising out of the provision of the Services.

57. You may use the Trade Marks to promote the Services to End Clients subject to the following:

1. you will only use the Trade Marks in connection with the marketing, promotion, sale or use of the products and services offered by Digital Business Lounge (DBL) and not in connection with any other products or services;
2. you will comply with the reasonable directions given to you by Digital Business Lounge (DBL) from time to time regarding the manner of use of the Trade Marks;
3. if requested by Digital Business Lounge (DBL), you will provide samples of the manner of use of the Trade Marks by you to Digital Business Lounge (DBL);
4. you will not apply to register or use any trade mark or name which is the same as or deceptively similar to any of the Trade Marks;
5. you will not in any way dispute or impugn the validity of the Trade Marks and, where registered, their registration, nor the proprietary rights of Digital Business Lounge (DBL) thereto;
6. you will not use the Trade Marks in a manner which may adversely affect the goodwill and reputation of Digital Business Lounge (DBL) or the Trade Marks;
7. you will not use the Trade Marks following the termination of this agreement;
8. you will render any assistance reasonably required and requested by Digital Business Lounge (DBL) from time to time in order to obtain or maintain registration of the Trade Marks.
9. upon cancellation of your subscription from DBL, you will have the opportunity to download all of your data so that you can take it with you within 30 days of your cancellation. After 30 days of your cancellation, your data will be deleted from the DBL site.