Get Price Pty Ltd (Get Price) is the developer and proprietor of the Get Price website www.getprice.com.au (Get Price Site).

The Get Price Site provides retail consumers with an objective comparison of the retail prices of goods offered by internet-based retail stores, each referred to as a merchant (Merchant).

The Merchants have contracted with Get Price for the provision of advertising campaigns incorporating various advertising services and products developed by the Merchant and/or Get Price.

You, (the Affiliate) have a website(s) and want to place Advertisements on your website(s). Get Price agrees to provide the Advertisements, and for the Affiliate to display the Advertisements on the Affiliate's websites on the terms and conditions in this agreement (Agreement).

The following definitions apply in this Agreement:

"Advertisement" means advertising services and products developed by the Merchant and/or Get Price and includes but is not limited to banners, leaderboards, skyscrapers, wide skyscrapers, rectangles, medium rectangles, half pages, InVue, and interstitial internet based advertisements.

"Approved Site" means a website with a URL that has been approved, in writing, by Get Price.

"Confidential Information" means information (whenever it was obtained) in relation to either party's:

1. business, operations or strategies;
2. customers or website users;
3. intellectual or other property; or
4. actual or prospective customers, suppliers or competitors.
   

Information is not confidential if:

1. it is in the public domain (including content provided by the Merchant under these Terms and Conditions), unless it came into the public domain by a breach of confidentiality;
2. it is already known by the other party at the time this document is entered into; or
3. it is obtained lawfully from a third party without any breach of confidentiality.

"In-Page Advertisements" includes:

1. Banner
2. Leaderboard
3. Skyscraper
4. Wide Skyscraper
5. Rectangles
6. Medium Rectangles
7. Half page
8. Other advertisement formats as specified by Get Price

"Intellectual Property Rights" means all present and future intellectual property or other proprietary rights, including copyright, moral rights, trade marks, designs, patents, circuit layouts, business or domain names, inventions, know-how, confidential information and trade secrets, arising anywhere in the world and whether registered or unregistered.

"Territory" means the territorial extent of the licence granted herein shall be Australia and its territories.

In the interpretation of this agreement, unless a contrary intention appears or the context otherwise requires:

words importing the singular shall be deemed to include the plural;

words importing any gender shall be deemed to include all other genders;

words importing persons shall be deemed to include all companies, corporations, bodies and associations incorporated or unincorporated an vice versa;

any reference to any act, statute or statutory provision shall be deemed to include any act, statute or statutory provision which amends, extends, consolidates of replaces the same or which has been amended, extended, consolidated or replaces by the same and any regulations, orders, instruments or tother subordinate legislation made thereunder;

reference to "clause", "sub-clause", "paragraph", "sub-paragraph", "schedule", and "annexure" are to clause, sub-clause, paragraph, sub-paragraph, schedule and annexure respectively of these Terms and Conditions; and

headings are for reference only and shall not affect the interpretation of these Terms and Conditions.

Get Price grants to the Affiliate a non-exclusive, non-transferable, non-sub licensable, limited licence to display the Advertisements on the Affiliate's Approved Sites subject to the restrictions set out in this Agreement.

The Affiliate's must obtain prior approval from Get Price for each URL on which it proposes to display the Advertisements. Get Price may, in its sole discretion, refuse to approve any URL. Once Get Price has approved a URL in writing it becomes an Approved Site.

Get Price may at any time, and without notice, withdraw its approval of an Approved Site, for any reason, including without limitation, if the Approved Site is in or contains a language other than English.

In order to obtain, or maintain, approval as an Approved Site, if requested by Get Price, the Affiliate must provide Get Price with any information or documentation relating to the URL including, without limitation, detailed descriptions of the URL and its content, functionality, and backend technology. Get Price may request this information through the use of a questionnaire or survey.

If the Affiliate fails to provide the information requested by Get Price, Get Price may, at its absolute discretion, do each of the following:

refuse to approve the URL;

withdraw approval for an Approved Site; and

terminate this Agreement.

The following limitations apply to the licence provided under clause 3:

the use of the Advertisements must conform to quality standards or other use guidelines which may be specified or communicated in writing by Get Price;

the Affiliate may not use the Advertisements except as expressly stated in this Agreement; and

the Affiliate must not do anything to contest or impair Get Price’s rights in the Advertisements, or the Get Price Site or Get Price's other Intellectual Property Rights, and may not create or use any composite mark containing a trade mark of Get Price or any mark substantially identical with or deceptively similar to a trade mark of Get Price, without the prior written consent of Get Price.

The Affiliate acknowledges and agrees that Get Price retains all rights over the Advertisements and Get Price's Intellectual Property Rights (including branding, logo and the Get Price Site design and layout) and that all use is for the benefit of Get Price. No right, title, or interest (except the licence interest granted by clause 3) is transferred by this Agreement.

The Affiliate must ensure that all of its Approved Sites:

do not produce, provide or contain any content which is prohibited under clause 12.1;

do not engage in, promote, or facilitate illegal or legally questionable activities such as pirating or hacking;

are complete and not under construction or redevelopment;

are not hosted by a free service;

are not personal home pages; and

own or have properly licensed their relevant domain names.

The Affiliate must immediately notify Get Price in writing if any of its Approved Sites changes the nature of its content, or structure after becoming an Approved Site.

The Affiliate must not use any of the following mechanisms to increase visitors to the Approved Site:

Unsolicited emails;

Newsgroup postings;

Auto-spawning browsers;

Automatic redirecting users;

Blind text links; or

Misleading links.

Get Price may, immediately and without notice, withdraw approval for an Approved Site, and terminate this Agreement if the Affiliate fails to disclose information about an Approved Site, or conceals or misrepresents an Approved Site in any way.

Once the Affiliate has succeeded in obtaining Get Price's approval of URLs and has an Approved Site, Get Price will provide the Affiliate with Advertisements to place on the Approved Site.

The Affiliate is solely responsible for placing Advertisements on its Approved Site. However, placement of the Advertisements on the Approved Site must be in accordance with the restrictions in this clause 5.

Banner;

Leaderboard;

Skyscraper; and

Wide Skyscraper.

The Affiliate must not place a 'pop-up' or 'In-Vue' Advertisement on an Approved Site that contains more than one other pop-up window.

Skyscraper;

Wide Skyscraper; or

Half page.

Blank pages;

Pages with no content; or

Top of another Advertisement.

The Affiliate is solely responsible for all hardware and software necessary for access to the Advertisements, and any other Get Price services or products. The Affiliate must, at its sole cost, be responsible for providing, maintaining and ensuring all hardware, software, telecommunications, internet access connections and links, web browsers, bandwidth or other equipment, programs and services required to enable the Affiliate to place the Advertisements on the Approved Sites are compatible with the Get Price systems and the Advertisements.

The Affiliate is solely responsible for the operation, content and maintenance of its Approved Sites.

The Affiliate must display a ‘Powered by Getprice’ logo in the form provided by Get Price in a visible position on each page of the Approved Site on which the Advertisements are provided.

The Affiliate is responsible for complying with all laws and policies in relation to privacy and personal information. At a minimum the Affiliate must maintain a privacy policy on all Approved Sites which:

is available as a clear and conspicuous link from the main pages of the Approved Sites and all pages of the Approved Sites that collect personal information;

obtain all rights and/or permission necessary for Get Price to use any data collected by the Approved Site or the Advertisement; and

must contain language materially similar to the following: "We have contracted with Get Price to monitor certain pages of this site for the purpose of reporting traffic, statistics, advertisement 'click-throughs' and other activities. Where authorised by us, Get Price may use cookies, web beacons and other monitoring technology to compile anonymous statistics about visitors to our site. No personally identifiable information is collected and used by or provided to Get Price. For more information about how information collected is used by Get Price, please see Get Price's privacy policy.

Get Price will:

use its best endeavours to maintain access to the Get Price Site and Get Price servers; and

provide the Affiliate with online access to statistical information regarding the quantum of clicks received from Advertisements on the Affiliate's Approved Site.

While Get Price will use reasonable endeavours to maintain access to the Advertisements, Get Price servers and other Get Price services, Get Price does not guarantee, and does not warrant that access will not be interrupted due to foreseeable or unforeseeable technical failure, periodic maintenance, errors, or other interruptions.

A party must not disclose any of another party’s Confidential Information except in any of the following circumstances:

the disclosure is required by law;

the disclosure is necessary in connection with performing obligations under this Agreement or under another agreement between the parties;

the disclosure is to an officer, employee, agent or consultant of the party, to the extent that he or she needs to know the Confidential Information;

the disclosure is reasonably made to a professional legal adviser or professional auditor; and

the other party consents in writing to the disclosure. The consent may be subject to the condition that the person to whom the disclosure is to be made enter into a separate confidentiality agreement with the provider.

Get Price reserves the right to investigate and take appropriate legal action against any person who, in Get Price's sole discretion, breaches the requirements of this clause 9 by placing offending conduct on the Site. Get Price may. without limitation, remove offending content from the Site and the PCS, and terminate the Agreement with the Merchant where the offending conduct was placed by the Merchant or its personnel. Offending content includes, but is not limited to, content that is:

offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

harasses or advocates harassment of another person;

exploits people in a sexual or violent manner;

contains nudity, violence, or offensive subject matter or contains a link to an adult website;

solicits personal information from anyone under 18;

publicly posts information that poses or creates a privacy or security risk to any person;

constitutes or promotes information that is known to be false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;

constitutes or promotes an illegal or unauthorised copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files;

involves the transmission of 'junk mail,' 'chain letters,' or unsolicited mass mailing, instant messaging, or 'spamming';

contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);

furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying weapons, violating someone's privacy, or providing or creating computer viruses or other harmful code;

solicits passwords or personal identifying information for commercial or unlawful purposes from other people;

involves commercial activities and/or sales without prior written consent from Get Price such as contests, sweepstakes, barter, advertising, or pyramid schemes;

includes a photograph or video of any person without that person's consent;

violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any other person; or

promotes propaganda and/or symbols of organisations which are unconstitutional or illegal in the Territory.

The Merchant represents, warrants and undertakes to Get Price that:

the Approved Sites are owned by or licensed to the Affiliate and the Affiliate has the right to use the entire contents and subject matter contained in the Approved Sites;

the Approved Sites do not violate any law;

it will not, and the Approved Sites do not, infringe any third party's Intellectual Property Rights;

the Approved Sites are free of viruses and other sorts of harmful code;

it will not expressly state or imply any relationship or affiliation with Get Price or endorsement by Get Price except as expressly permitted by this Agreement; and

it will not do anything that has, or is likely to have (either directly or indirectly), the effect of defaming, disparaging or adversely effecting the integrity and reputation associated with Get Price, including by directly or indirectly placing or allowing the placement of offending content on the Get Price Site or Approved Sites.

The Affiliate also represents, warrants and undertakes to Get Price that:

it has the power and authority to enter into and perform its obligations under the Agreement;

it shall not be in violation of any other obligation, contract or agreement by entering into this Agreement;

it will comply with all the terms and conditions of this Agreement, as amended from time to time;

all information provided by the Affiliate to Get Price or posted on the Approved Site by the Affiliate is truthful, accurate and complete and is not misleading in anyway.

The Affiliate acknowledges and agrees that it is solely responsible for the information, data and other content on the Approved Sites.

The Affiliate will continually indemnify Get Price against any claim or proceeding that is made, threatened or commenced, and any liability, loss, damage or expense (including reasonable legal costs on a full indemnity basis) that Get Price incurs or suffers as a result of any claims brought by or on behalf of any third party relating to:

Advertisements placed on Approved Sites (including for misleading or deceptive conduct or infringement of any third party’s Intellectual Property Rights);

any omission in information provided to Get Price by the Affiliate; and

the content of or the information and products on the Affiliate's Approved Sites.

In no event will Get Price be liable to the Affiliate for any direct, indirect, incidental, consequential loss (including among other things loss of revenue or profits, loss of data, third party claims or loss of good will), punitive or exemplary damages of any kind (whether based on breach of contract, tort, negligence, strict liability or otherwise) incurred by the Affiliate in connection with the Agreement or arising out of:

the availability and utility of products and services;

the availability or accuracy of third party websites; or

any breach of any third party intellectual property rights.

Subject only to clause 14.5 below:

the Affiliate acknowledges and accepts the risk that any communication to or from the Get Price Site, including clicks from an Advertisement, may be intercepted, used or modified by third parties;

Get Price does not warrant that access to or use of the Get Price Site or Advertisements will be uninterrupted or error free or that the Get Price Site or any material on or accessible through the Get Price Site, or Advertisements is free from errors or viruses, worms, trojan horses, time bomb, cancelbot or other harmful components; and

Get Price may change any of the material on the Get Price Site or Advertisements at any time without notice.

Where the laws of any country or state in which this Agreement is effective implied into this Agreement any term, condition or warranty, and those laws avoid or prohibit provisions in a contract excluding or modifying them, then the term, condition or warranty shall be deemed to be included in this Agreement provided that the liability of Get Price, its officers, directors, employees, agents and related bodies corporate for a breach of any such term, condition or warranty, including any economic or consequential loss which the Affiliate may sustain shall be limited, at the option of Get Price to:

in the case of services, the supply of the services again, or the payment of having the services resupplied; and

in the case of goods, the replacement or repair of the goods, the supply of equivalent goods, or the payment of the cost of replacing or repairing the goods or acquiring equivalent goods.

Unless otherwise agreed, the Agreement will run for a period of 6 months from the date of signing and will be automatically renewed for subsequent periods of 3 months unless terminated in accordance with this Agreement.

Either party may terminate the Agreement by giving the other party 30 days written notice.

Either party may, upon giving written notice to the other party, terminate the Agreement if the other party goes into liquidation (save for the purpose of reconstruction or amalgamation) or if a receiver or administrator is appointed in respect of the whole or part of its assets or it makes an assignment for the benefit of or composition with its creditors generally or threatens to do any of these things.

Get Price may terminate this Agreement immediately by notice to the Affiliate, if the Affiliate breaches this Agreement.

Upon termination of this Agreement the Affiliate must immediately remove from all Approved Sites, all Advertisements and any other links to the Get Price Site and connections to Get Price servers. Except where this Agreement has been terminated by Get Price for breach, Get Price will pay any outstanding Commission owing to the Affiliate at the date of termination.

Independent Contractors. The parties are independent contractors. Neither party is, or has the right to act as, an agent, representative or partner of the other party. The Agreement must not be construed to create an association, agency, joint venture or partnership between the parties.

Waivers. A right created by the Agreement can only be waived if the waiver is in writing, signed by the party entitled to that right. Delay by a party in exercising a right does not amount to a waiver, and a written waiver will not operate as a subsequent waiver of the same right or of any other right of that party.

Assignment. The Merchant may not assign or sub-licence its rights or obligations under the Agreement without the prior written consent of Get Price, which must not be unreasonably withheld in the case of a corporate restructure. Any assignment or sub-licence in violation of the preceding sentence shall be null and void. The Agreement may be assigned by Get Price without any consent.

Enforceability. If a clause or part of a clause is unenforceable, voidable, invalid or illegal, it must be read down so as to be enforceable, valid and legal. If this is not possible, the clause (or the offending part) is taken to be severed from the Agreement without affecting the enforceability, validity or legality of the remaining clauses.

Disputes. In the event of a dispute between the parties arising in connection with the Agreement, each party must nominate an officer of equivalent seniority who must meet in good faith to resolve the dispute. If they cannot resolve the dispute within 14 days, the Merchant's CEO and an officer of equivalent seniority from Get Price must meet in good faith to resolve the dispute. If the dispute is not resolved within a further 14 days, either party may take any action it deems appropriate.

Governing Law. The Agreement is governed by the law of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there without regard to the principles of conflicts of law.