Overview
Terms of Use
1. Fees and Payments
2. Privacy
3. Your Content
4. MBN IP
5. User Content
6. Account Management
7. User Requirements
8. Acceptable Uses
9. PCI Compliance
10. Suspension and Termination of Services
11. Changes and Updates
12. Disclaimers and Limitations of Liability
13. Contracting Entity
14. Other Terms
15. Terms for Certain Customers
Terms of Use
These terms apply to services purchased or provided on Melbourne Business Network’s (MBN’s) websites.
LAST UPDATED: 3 March 2021
Introduction
Thanks for using MBN’s products, services, and websites which are branded as “MBN” (“MBN Services”).
These Terms of Use (“TOU”) contain the terms under which MBN and its partners provide their Services to you and describe how the Services may be accessed and used. These TOU do not apply to MBN Services which are available solely through our sales channels and website. MBN provides a variety of different services. Additional service-specific terms and policies (including rules and guidelines) apply to some Services (“Additional Terms”). Those Additional Terms become a part of your agreement with us if you use those Services.
You can view a full list of Additional Terms on our website. We refer to the combination of these TOU and any applicable Additional Terms collectively as these “Terms.”
You indicate your agreement to these Terms by clicking or tapping on a button indicating your acceptance of these Terms, by executing a document that references them, or by using the Services.
If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that organization.
1. Fees and Payments
1.1. Fees for Services.
You agree to pay to MBN any fees for each Service you purchase or use, in accordance with the pricing and payment terms presented to you for that Service. Where applicable, you will be billed using the billing method you select through our sales management page. If you have elected to pay the fees by credit card, you represent and warrant that the credit card information you provide is correct and you will promptly notify MBN of any changes to such information. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.
1.2. Taxes.
Our prices listed include GST unless otherwise indicated.
2. Privacy
2.1. Privacy.
In the course of using the Services, you may submit content to MBN (including your personal data and the personal data of others) or third parties may submit content to you through the Services (all of the above will be referred to as your “Content”). We know that by giving us your Content, you are trusting us to treat it appropriately. MBN’s Privacy Notice, together with any Service-specific privacy notices or statements (collectively, “MBN privacy policies”), detail how we treat your Content and we agree to adhere to those MBN privacy policies. You in turn agree that MBN may use and share your Content in accordance with the MBN privacy policies and applicable data protection laws. If you are a customer who is operating as “data controller” as defined in the European General Data Protection Regulation 2016/679 (“GDPR”) we have added some additional terms below in Section EU2 to address your obligations under this law. You also agree that you are responsible for notifying these third parties who submit content to you through our Services about the MBN privacy policies.
2.2. Confidentiality.
MBN will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including the MBN privacy policies). However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by MBN); (b) was lawfully known to MBN before receiving it from you; (c) is received by MBN from a third party without knowledge of breach of any obligation owed to you; (d) is shared in the context of your account being migrated to an organization’s Enterprise account, if your account is registered using a work email address within that organization; or (e) was independently developed by MBN without reference to your Content. MBN may disclose your Content when required by law or legal process, but only after MBN, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.
2.3. Security.
MBN will store and process your Content in a manner consistent with industry security standards. MBN has implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of your Content and to mitigate the risk of unauthorized access to or use of your Content.
If MBN becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, personal data related to your account (“Security Incident”), MBN will take reasonable steps to notify you without undue delay, but in any event within 72 hours of becoming aware of the Security Incident. MBN will also reasonably cooperate with you with respect to any investigations relating to a Security Incident with preparing any required notices, and provide any other information reasonably requested by you in relation to any Security Incident, where such information is not already available to you in your account or online through updates provided by MBN.
3. Your Content
3.1. You Retain Ownership of Your Content.
You retain ownership of all of your intellectual property rights in your Content. MBN does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms.
3.2. Limited License to Your Content.
You grant MBN a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, but only for the limited purposes of providing the Services to you and as otherwise permitted by the MBN privacy policies. This license for such limited purposes continues even after you stop using our Services, with respect to aggregate and de-identified data derived from your Content and any residual backup copies of your Content made in the ordinary course of MBN’s business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. If you provide MBN with feedback about the Services, we may use your feedback without any obligation to you.
3.3. Representations and Warranties
You represent and warrant that: (a) you own or control the appropriate rights in and to your Content, including any intellectual property owned by third parties; and (b) you will not submit, upload, or otherwise make available via the Services, any Content or materials that (i) you do not have the rights necessary to use, transmit, publish, or to grant us the license as described herein; or (ii) infringe, misappropriate, or otherwise violate any intellectual property, publicity or other rights of any third party.
3.4 Customer Lists.
MBN may identify you (by name and logo) as a MBN Services customer on MBN and/or website and on other promotional materials. Any goodwill arising from the use of your name and logo will inure to your benefit.
3.5. Copyright Claims (DCMA Notices).
MBN responds to notices of alleged copyright infringement in accordance with the Copyright Act (1968). If you believe that your work has been exploited in a way that constitutes copyright infringement, you may notify MBN’s agent for claims of copyright infringement.
3.6. Other IP Claims.
MBN respects the intellectual property rights of others, and we expect our users to do the same. If you believe a MBN user is infringing upon your intellectual property rights, you may report it through our online form. Claims of copyright infringement should follow the Copyright Act process outlined in these Terms, or any equivalent process available under local law.
4. MBN IP
4.1. MBN IP.
Neither these Terms nor your use of the Services grants you ownership in the Services or the content you access through the Services (other than your Content). Except as permitted by MBN’s Brand and Trademark Use Policy, these Terms do not grant you any right to use MBN’s trademarks or other brand elements.
If you submit any feedback or suggestions to us regarding our Services, we may use and share them for any purpose without any compensation or obligation to you.
5. User Content
5.1. User Content.
The Services display content provided by others that is not owned by MBN. Such content is the sole responsibility of the entity that makes it available. Correspondingly, you are responsible for your own Content and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services. MBN is not responsible for any actions you take with respect to your Content, including sharing it publicly. Under no circumstances will MBN be liable for any Content, any other third-party content or materials, or any loss or damage resulting from your use of, or reliance on, such Content or other third-party content or materials. Please do not use content from the Services unless you have first obtained the permission of its owner, or are otherwise authorized by law to do so.
5.2. Content Review.
You acknowledge that, in order to ensure compliance with legal obligations, MBN may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. In the event your Content includes third-party brands, logos or other source identifiers, we may require you to submit a statement of non-affiliation before you may use such Content in connection with the Services. However, MBN otherwise has no obligation to monitor or review any content submitted to the Services.
5.3. Third Party Resources.
MBN may publish links in its Services to internet websites maintained by third parties. MBN does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.
6. Account Management
6.1. Keep Your Password Secure.
If you have been issued a password or user account by MBN in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that user account. You, and not MBN, are responsible for any activity occurring in your account (other than activity that MBN is directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify MBN immediately. Accounts may not be shared and may only be used by one individual per account.
6.2. Keep Your Details Accurate.
MBN occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate.
6.3. Remember to Backup.
You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, MBN will not be liable for any failure to store, or for loss or corruption of, your Content.
6.4. Account Inactivity.
MBN may terminate your account and delete any Content contained in it if there is no account activity (such as a log in event or payment) for over 12 months. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity to log in to your account so that it remains active.
7. User Requirements
7.1. Legal Status.
If you are an individual, you may only use the Services if you have the power to form a contract with MBN. If you do not have the power to form a contract, you may not use the Services. If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power and authority to enter into these Terms, and that you have duly authorized your agent to bind you to these Terms.
7.2. Minors.
“Minors” are individuals under the age of 13 (or a higher age as provided in certain countries and territories). None of the Services are intended for use by Minors. If you are a Minor in your place of residence, you may not use the Services. By using the Services, you represent and warrant that you are not a Minor.
8. Acceptable Uses
8.1. Legal Compliance.
You represent and warrant that you will comply with all laws and regulations applicable to your use of the Services.
8.2. Acceptable Uses Policy.
You agree to comply with the Acceptable Uses Policy.
9. PCI Compliance
9.1. PCI Standards.
If you use the Services to accept payment card transactions, you must comply with the Payment Card Industry Data Security Standards (PCI-DSS) to the extent they are applicable to your business (the “PCI Standards”). MBN provides tools to simplify your compliance with the PCI Standards, but you must ensure that your business is compliant and the specific steps you will need to take to comply with the PCI Standards will depend on your implementation of the Services.
Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.
We will not store or ask to store your credit card information and all payments should be done online through our online portal. MBN does not employ anyone to ask for you to provide us with your credit card information for any payments for any of our products or services.
9.2. Cardholder Data.
MBN is responsible for the security of Cardholder Data that is collected, transmitted or processed by third parties on your behalf. “Cardholder Data” is defined as a cardholder’s primary account number, and where a full unmasked card number is present, any of the cardholder name, expiration date, and/or service code. MBN has developed strict security features to protect Cardholder Data, and as such this data may only be used in anticipated ways and stored in appropriate places. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE PROHIBITED FROM COLLECTING OR ENTERING CARDHOLDER DATA INTO ANY FORM OR DATA ENTRY FIELDS IN THE SERVICES, EXCEPT INTO THOSE FIELDS INTENDED SOLELY FOR THAT PURPOSE (i.e. where MBN explicitly enables such data to be entered into such fields). Appropriate fields are clearly marked with labels such as ‘Card number’ or by having a credit card icon precede them.
10. Suspension and Termination of Services
10.1. By You.
You can terminate your Subscription and delete your account at any time through your account management page. Such termination and deletion will result in the deactivation or disablement of your account and access to it, and the deletion of content you collected through use of the Services. Terminations are confirmed immediately and you will not be charged again for that Subscription unless you purchase a new one. For clarity, we will not grant a refund where you have used our Services, collected responses, and/or downloaded your responses unless the termination is due to our material, uncured breach or a refund is required by law.
10.2. By MBN.
MBN may terminate your Subscription at the end of a billing cycle by providing at least 30 days’ prior written notice to you. MBN may terminate your Subscription for any reason by providing at least 90 days’ written notice to you. MBN may suspend performance or terminate your Subscription for any of the following reasons: (a) you have materially breached these Terms and failed to cure that breach within 30 days after MBN has so notified you in writing; (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (c) you fail to pay fees for 30 days past the due date. Additionally, MBN may limit, suspend, or terminate the Services to you: (i) if you fail to comply with these Terms, (ii) if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services; or (iii) if we are investigating suspected misconduct by you.
Also, if we limit, suspend, or terminate the Services you receive, depending upon the reason, we will endeavor to give you advance notice and an opportunity to obtain a copy of your Content from that Service. However, there may be time sensitive situations where MBN may decide that we need to take immediate action without notice. MBN will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. MBN has no obligation to retain your Content upon termination of the applicable Service.
10.3. Further Measures.
If MBN stops providing the Services to you because you repeatedly or egregiously breach these Terms, MBN may take measures to prevent the further use of the Services by you, including blocking your IP address.
11. Changes and Updates
11.1. Changes to Terms.
MBN may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. The most current version will always be posted on the MBN website. If an amendment is material, as determined in MBN’s sole discretion, MBN will notify you by email. Notice of amendments may also be posted to MBN’s blog or upon your login to your account. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require MBN to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Service, you should stop using that Service, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.
11.2. Changes to Services.
MBN constantly changes and improves the Services. MBN may add, alter, or remove functionality from a Service it provides to you at any time without prior notice. MBN may also limit, suspend, or discontinue a Service provided to you at its discretion. If MBN discontinues a Service, we will give you reasonable advance notice to provide you with an opportunity to obtain a copy of your Content from that Service. MBN may remove content from the Services it provides you at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.
11.3. Downgrades.
Downgrading your account plan may cause the loss of content, features, functionality, or capacity of your account.
12. Disclaimers and Limitations of Liability
12.1. Disclaimers.
While it is in MBN’s interest to provide you with a great experience when using the Services (and we love to please our members), there are certain things we do not promise about them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons.
We or our Content suppliers may make improvements or changes to Our Website, the Content, or to any of the Goods or Services, at any time and without advance notice.
You are advised that Content may include technical inaccuracies or typographical errors. This is inevitable in any large website. We would be grateful if you bring to our immediate attention, any that you find.
Except as expressly provided in these terms and to the extent permitted by applicable law, the services and any guidance or recommendations therein are provided “as is” and MBN does not make warranties of any kind, express, implied, or statutory, including those of merchantability, fitness for a particular purpose, the quality of the goods or services available from the website; the correspondence of the goods or services with any description; the adequacy or appropriateness of the goods or services for your purpose; the truth of any content on our website; non-infringement of any right and non-infringement or any representations regarding availability, reliability, or accuracy of the services.
12.2. Exclusion of Certain Liability.
To the extent permitted by applicable law, MBN, its affiliates, officers, employees, agents, suppliers, and licensors will not be liable for (a) any special, indirect, consequential, special, incidental, punitive, or exemplary damages whatsoever, or (b) loss of use, data, business, revenues, or profits (in each case whether direct or indirect), arising out of or in connection with the services and these terms, and whether based on contract, tort, strict liability, or any other legal theory, even if MBN has been advised of the possibility of such damages and even if a remedy fails of its essential purpose.
12.3. Limitation of Liability.
To the extent permitted by applicable law, the aggregate liability of each of MBN, its affiliates, officers, employees, agents, suppliers, and licensors arising out of or in connection with the services and these terms will not exceed the lesser of: (a) the amounts paid by you to MBN for use of the services at issue during the 12 months prior to the event giving rise to the liability; to the value of the goods or services you have purchased; and (b) $200.00.
12.4. Consumers.
We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.
12.5. Indemnification.
If you are a business, you will indemnify and hold harmless MBN and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) (“Indemnification Amounts”) arising out of a third party claim regarding or in connection with your or your end users’ use of the Services or breach of these Terms, to the extent that such liabilities, damages and costs were caused by you or your end users.
If you are any kind of user, you will indemnify and hold Indemnified Entities harmless from any Indemnification Amounts arising out of a breach of your obligation.
13. Contracting Entity
13.1. Who you are contracting with.
Unless otherwise noted, the Services are provided by, and you are contracting with, MBN inside Austalia.
13.2. MBN.
For any Service provided by MBN., the following provisions will apply to any terms governing that Service:
Contracting Entity. References to “MBN”, “we”, “us”, and “our” are references to MBN., located at Level 20, 600 Bourke St, Melbourne Victoria 3000 AUSTRALIA.
Governing Law. Those terms are governed by the laws of the State of Victoria, Australia (without regard to its conflict of laws provisions).
Jurisdiction. Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of the state courts located in Victoria, Australia with respect to the subject matter of those terms.
14. Other Terms
14.1. Assignment.
You may not assign these Terms without MBN’s prior written consent, which may be withheld in MBN’s sole discretion. MBN may assign these Terms at any time without notice to you.
14.2. Entire Agreement.
These Terms (including the Additional Terms) constitute the entire agreement between you and MBN, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of these Terms, and are void.
14.3. Interpretation.
The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.
14.4. No Waiver.
A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.
14.5. Precedence.
To the extent any conflict exists, the Additional Terms prevail over this TOU with respect to the Services to which the Additional Terms apply.
14.6. Severability.
If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.
14.7. Third Party Beneficiaries.
There are no third party beneficiaries to these Terms.
14.8. Survival.
The following sections will survive the termination of these Terms: 1, 2, 3.2, 10, 12, 13, 14 and 15.
15. Terms for Certain Customers and Countries
15.1. Language.
These Terms are prepared and written in English. To the extent that any translated version conflicts with the English version, the English version controls, except where prohibited by applicable law.
15.2. Customer-Specific Terms.
The following amendments automatically apply to you upon acceptance of these Terms if you are one of the types of entities identified below:
- If you are a Federal Government Agency, this Amendment applies to you.
- If you are a different type of government entity in Australia, this Amendment applies to you.