Modus Leadership grants you a limited, revocable, non-exclusive, non-transferable license to access and make use of the Website or its content. This license does not include any resale or commercial use of the Website or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the Website or their contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. Except as expressly permitted herein, the Website and/or any portion of the Website may not be reproduced, sold, resold, visited or otherwise exploited for any purpose without Modus Leadership’s express written consent. Any unauthorised use automatically terminates the permissions and/or licenses granted by us to you.
All of the content featured or displayed on the Website, including without limitation text, graphics, photographs, images, moving images, sound, and illustrations (“Content”), is owned by Modus Leadership, its licensors, vendors, agents and/or its Content providers. All elements of the Website, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. The Website may only be used for the intended purpose for which such Website is being made available. Except as permitted by copyright law, you may not modify any of the materials and you may not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information or work contained on the Website. Except as authorised under the copyright laws, you are responsible for obtaining permission before reusing any copyrighted material that is available on the Website. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Website. The Website, its Content and all related rights shall remain the exclusive property of Modus Leadership or its licensors, vendors, agents, and/or its Content providers unless otherwise expressly agreed. You will not remove any copyright, trademark or other proprietary notices from material found on the Website.
All trademarks, service marks and trade names of Modus Leadership used herein (including but not limited to: Modus Leadership name, Modus Leadership corporate logo, the Website name, the Website design, and any logos) (collectively “Marks”) are trademarks or registered trademarks of Modus Leadership or its affiliates, partners, vendors or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify Modus Leadership trademarks in any way, including in advertising or publicity pertaining to distribution of materials on the Website, without Modus Leadership’s prior written consent. You shall not use Modus Leadership’s name or any language, pictures or symbols which could, in Modus Leadership’s judgment, imply Modus Leadership’s endorsement in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without prior written consent.
Where Modus Leadership has specifically invited or requested submissions or comments, Modus Leadership encourages you to submit content (e.g. comments to blog posts, participation in communities, tips, etc.) to Modus Leadership that they have created for consideration in connection with the Site (“User Submissions”). User Submissions remains the intellectual property of the individual user. By posting content on our Site, you expressly grant Modus Leadership a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up worldwide, fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, perform and display such content and your name, voice, and/or likeness as contained in your User Submission, in whole or in part, and in any form throughout the world in any media or technology, whether now known or hereafter discovered, including all promotion, advertising, marketing, merchandising, publicity and any other ancillary uses thereof, and including the unfettered right to sublicense such rights, in perpetuity throughout the universe. Any such User Submissions are deemed non-confidential and Modus Leadership shall be under no obligation to maintain the confidentiality of any information, in whatever form, contained in any User Submission.
You are prohibited from using the Website to post or send any unlawful, infringing, threatening, defamatory, libelous, obscene, pornographic or profane material or any material that infringes or misappropriates third party intellectual property or could constitute or encourage conduct that would be considered a criminal offense or otherwise violate any law. You further agree that sending or posting unsolicited advertisements or “spam” on or through the Website is expressly prohibited by this Agreement. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions or any applicable rules or policies linked to in these Terms of Service, we may take any action we deem necessary to cure or prevent the violation, including without limitation, banning you from using the Website and/or the immediate removal of the related materials from the Website at any time without notice. We will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone posting such materials.
You agree that you will not use any robot, spider, scraper or other automated means to access the Website for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the site or any activities conducted on the Website; or (iii) bypass any measures we may use to prevent or restrict access to the Website.
User published Content and User Submissions do not represent the views of Modus Leadership or any individual associated with Modus Leadership, and we do not control this Content. In no event shall you represent or suggest, directly or indirectly, Modus Leadership’s endorsement of user published Content. Modus Leadership does not vouch for the accuracy or credibility of any user published Content on our Website or User Submissions published through our Services, and do not take any responsibility or assume any liability for any actions you may take as a result of reviewing any such user published Content or User Submission. Through your use of the Website and Services, you may be exposed to Content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues and foreign nationals. By using our Website and Services, you assume all associated risks.
From time to time, the Website may contain links to websites that are not owned, operated or controlled by Modus Leadership or its affiliates. All such links are provided solely as a convenience to you. If you use these links, you will leave the Website. Neither we nor any of our respective affiliates are responsible for any content, materials or other information located on or accessible from any other website. Neither we nor any of our respective affiliates endorse, guarantee, or make any representations or warranties regarding any other websites, or any content, materials or other information located or accessible from any other websites, or the results that you may obtain from using any other websites. If you decide to access any other websites linked to or from this Website, you do so entirely at your own risk.
In some cases we partner with another Modus Leadership to co-promote their services within our Website. In these cases, you are transacting directly with the other party. On those pages or locations, the transactional partners’ brand is clearly visible and their terms of service are posted. When using these partner pages, you are bound by partner terms of service in addition to remaining bound by Modus Leadership Terms of Service. When there is a conflict between these Terms of Service and the partner’s terms of service, their terms of service will prevail.
Details of the products and services available for purchase are set out on the Website. All prices are displayed inclusive of all taxes. All features, content, specifications, products and prices of products and services described or depicted on this Website are subject to change at any time without notice. Certain weights, measures and similar descriptions are approximate and are provided for convenience purposes only. We make all reasonable efforts to accurately display the attributes of our products. The inclusion of any products or services on the Website at a particular time does not imply or warrant that these products or services will be available at any time. By placing an order, you represent that the products ordered will be used only in a lawful manner.
We attempt to ensure that information on the Website is complete, accurate and current. Despite our efforts, the information on the Website may occasionally be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or currency of any information on the Website. For example, products included on the Website may be unavailable, may have different attributes than those listed, or may actually carry a different price than that stated on the Website. In addition, we may make changes in information about price and availability without notice. We reserve the right, without prior notice, to limit the order quantity on any product or service and/or to refuse service to any customer. We also may require verification of information prior to the acceptance and/or shipment of any order.
For all charges or deposits for any events, products and services ordered by you on or through the Website, Modus Leadership or its vendors or agents will bill your bank card or alternative payment method offered by Modus Leadership and you agree to pay all such charges or deposits. When you provide bank card information, account numbers or other information necessary to facilitate payment to us or our vendors, you represent to us that you are the authorised user of the bank card that is used to pay for the products and services. In the event legal action is necessary to collect on balances due, you agree to reimburse Modus Leadership and its vendors or agents for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses. You are responsible for purchase of, and payment of charges for, all Internet access services and telecommunications services needed for use of the Website. You understand that we will hold and store such bank card or payment information to facilitate payment and deposit, damage reimbursement, and other liability purposes.
You may subscribe to the Services offered on this Website in any location worldwide. Modus Leadership makes no promise, however, that the Services available on the Website are appropriate or available for use in locations outside Australia (“Territory”), and accessing the Website from territories where its contents are illegal or unlawful is prohibited, including from those territories prohibited by Australian government entities. If You choose to access the Website from locations outside the Territory, You do so at your own risk. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to Services you subscribe to through this Website.
You or we may suspend or terminate your account or your use of this Website at any time, for any reason or for no reason. You are personally liable for any orders placed or charges incurred through your account prior to termination. We may also block your access to our Website in the event that (a) you breach these Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or us.
You represent that You are over the age of 18, have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein, and Your use of the Website is and will be in compliance with all applicable laws. You represent that you have read, understood, agree with, and will abide by the terms of this agreement. In addition, you represent and warrant that your User Submissions and all elements thereof are (a) owned or controlled solely and exclusively by you, you have prior written permission from the rightful owner of the content included in your User Submissions, or you are otherwise legally entitled to grant Modus Leadership all of the rights granted herein; and (b) Modus Leadership’s use of your User Submissions as described or contemplated herein do not and will not infringe on the copyrights, trademark rights, publicity rights or other rights of any person or entity, violate any law, regulation or right of any kind whatsoever, or otherwise give rise to any actionable claim or liability, including without limitation rights of publicity and privacy, and defamation. Furthermore, You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent and warrant the following: (i) You have obtained all consents, and possess all copyright, patent, trademark, trade secret and any other proprietary rights, or the necessary licenses thereto, to grant the license in Section 3; (ii) if necessary you have the written consent of each and every identifiable natural person in the User Submission to use such persons name or likeness in the manner contemplated by the Website and this Agreement, and each such person has released you from any liability that may arise in relation to such use; (iii) You have read, understood, agree with, and will abide by the terms of this agreement; (iv) You are not, and have not been an agent of Modus Leadership and were not and are not acting on behalf of, or as a representative of, Modus Leadership or any other party in connection with the User Submission; (v) the User Submission and Modus Leadership’s use thereof as contemplated by this Agreement and Modus Leadership Website will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity; (vi) You have not and will not engage in any of the following in connection with the production of, your appearance in, or contribution(s) to your User Submission: infliction of injury to any person or animal, humiliation of any person (whether public or private), infliction of emotional distress on any person, assault or battery of any person, damage to any property without permission, entry on any property without permission, or any other act or omission that could give rise to civil and/or criminal liability; (vii) The User Submission does not contain: (a) material falsehoods or misrepresentations that could harm Modus Leadership or any third party; (b) content that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing or encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; (c) advertisements or solicitations of business; or (d) impersonations of third parties, other than those which are readily apparent.
Your use of the website is at your risk. the information, materials and services provided on or through the website are provided “as is” without any warranties of any kind including warranties of merchantability, fitness for a particular purpose, security or non-infringement of intellectual property. Neither Modus Leadership, nor any of its affiliates warrant the accuracy or completeness of the information, materials or services provided on or through the website. The information, materials and services provided on or through the website may be out of date, and neither Modus Leadership, nor any of its affiliates makes any commitment or assumes any duty to update such information, materials or services. The foregoing exclusions of implied warranties do not apply to the extent prohibited by law. Please refer to your local laws for any such prohibitions. No advice or information, whether oral or written, obtained from Modus Leadership or through the website will create any warranty not expressly made herein.
Modus Leadership does not assume any responsibility, or will be liable, for any damages to, or any viruses that may infect your computer, telecommunication equipment, or other property caused by or arising from your access to, use of, or browsing this website, or your downloading of any information or materials from this website. In no event will Modus Leadership, or any of its officers, directors, employees, shareholders, affiliates, agents, successors or assigns, nor any party involved in the creation, production or transmission of the website, be liable to you or anyone else for any indirect, special, punitive, incidental or consequential damages (including, without limitation, those resulting from lost profits, lost data or business interruption) arising out of the use, inability to use, or the results of use of the Website, or the materials, information or services contained on any or all of the Website, whether based on warranty, contract, tort or any other legal theory and whether or not advised of the possibility of such damages. The foregoing limitations of liability do not apply to the extent prohibited by law. Please refer to your local laws for any such prohibitions.
In the event of any problem with the Website or any materials, information or services contained on any or all of the Website, You agree that your sole remedy is to cease using the website. In no event shall Modus Leadership’s total liability to you for all damages, losses, and causes of action whether in contract, tort (including, but not limited to, negligence), or otherwise exceed the greater of (a) twenty five dollars (AUD $25.00) or (b) the value of the services purchased or subscribed by you on the Website.
You agree to defend, indemnify and hold Modus Leadership and any affiliated entity or individual harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (i) the use of the Website or your placement or transmission of any User Submission or other content, message or information on this Website by you or your authorised users; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule or regulation of Australia or any other country; (v) any claim or damages that arise as a result of any User Submission that you provide to Modus Leadership, including without limitation any claim or damages arising from a defamation or invasion of privacy claim; or (vi) any other party’s access and use of the Website with your unique username, password or other appropriate security code.
In the event that you have a dispute with one or more other users of the Website, you release Modus Leadership (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Neither Modus Leadership nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.
Any claim relating to, and the use of, this Website and the materials contained herein is governed by the laws of Australia. You consent to the exclusive jurisdiction of the state and federal courts located in Victoria, Australia. A printed version of these Terms of Service will be admissible in judicial and administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
These Terms of Service set forth the entire understanding and agreement between us with respect to the subject matter hereof. We do not guarantee continuous, uninterrupted or secure access to our Website, and operation of the Website may be interfered with by numerous factors outside of our control. If any provision of these Terms of Service is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that these Terms of Service and all incorporated agreements may be automatically assigned by Modus Leadership in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. All sections which by their context ought to survive this agreement shall survive any termination or expiration of this Agreement.