Terms of Use
Xempli Pty Ltd is the owner and operator of this Site (ACN 618 420 063). Users of this Site (Users) agree to be bound by these Terms of Use, which are subject to change at our sole discretion. Your use of and access to this Site indicates your acceptance of these Terms of Use, as they exist at that time.
General. Users will not use this site for any purpose or in any way which is unlawful. These Terms of Use shall be governed by and interpreted in accordance with the laws of New South Wales, Australia.
Membership. To access or use certain parts of our Site, you must register as a member of the Site. When registering as a member, you must provide us with accurate, complete and up-to-date registration information, as requested. It is your responsibility to inform us of any changes to your registration information. You must not register as a member multiple times. You must not impersonate or create a membership for any person other than yourself. We may at any time request a form of identification to verify your identity. You must ensure the security and confidentiality of your membership details, including any username and/or password assigned to you. You are wholly responsible for all activities which occur under your membership details (including unauthorised use of your credit card). You must notify us immediately if you become aware of any unauthorised use of your membership details. You must not permit your membership details to be used by or transferred to any other person. We reserve the right to, in our sole discretion, suspend or terminate your membership or access to all or any part of our Site, including if we believe you are abusing the services in any way, have breached the Conditions or are no longer an active member.
Use of any Material relating to our Site by Minors. Children under 18 or the age of majority in their jurisdiction of residence (“Minors”) may use Material on our Site, but use by such Minors shall only be done with the guidance, supervision, and consent of their parents, guardians, and/or authorized school officials. We rely on parents and guardians to ensure Minors only use any Material relating to our Site if they can understand their rights and responsibilities as stated in these Terms. If you are a parent or guardian and you provide your consent to a Minor’s use of Material relating to our Site, you agree to be bound by the Minor’s use on any Material of our Site and by the Terms contained here.
Fees and Payment. We reserve the right to require the payment of fees, for certain features/services of our site. By accepting the Terms of Use, you acknowledge and agree that only an adult (18 years of age or older) can enter into any transaction or subscription with respect to such paid features or Products. Should you elect to subscribe to such features or purchase any Products, you shall pay all applicable fees, as described on our Site, in connection with such features or Products. You will be responsible for paying all delivery fees (including C.O.D. charges), taxes, customs, duties, and other similar charges in connection with any purchases made through the Site. Xempli Pty Ltd reserves the right to change its price list and to institute new charges at any time, upon ten (10) days prior notice to you (or in the case of Products, immediately upon posting such new pricing on the Site), which may be sent by email or posted on our Sites. Use of the Service, by you, following such notification constitutes your acceptance of any new or increased charges. If you purchase any paid subscription features on our Site, those subscriptions will automatically renew unless you provide Xempli Pty Ltd with at least 5 days’ notice that you wish to cancel your subscription.
Account Confidentiality/Security. You agree that you have the responsibility for maintaining the confidentiality and security of your Account Information. You agree to notify us immediately of any unauthorized use of your Account Information.
Your Conduct. You must not:
(a) use our Site in breach of any applicable laws or regulations;
(b) use our Site (or Material obtained from our Site):
• to transmit (or authorise the transmission of) “junk mail,” “chain letters,” unsolicited emails, instant messaging, “skimming,” or “spamming”;
• to impersonate any person or entity;
• to solicit money, passwords or personal information from any person;
• to harm, abuse, harass, stalk, threaten or otherwise offend others; or
• for any unlawful purpose;
(c) Use our Site to upload, post, transmit or otherwise make available (or attempt to upload, post, transmit or otherwise make available) any Material that:
• is not your original work, or which in any way violates or infringes (or could reasonably be expected to violate or infringe) the intellectual property or other rights of another person;
• contains, promotes, or provides information about unlawful activities or conduct;
• is, or could reasonably be expected to be, defamatory, obscene, offensive, threatening, abusive, pornographic, vulgar, profane, indecent or otherwise unlawful, including Material that racially or religiously vilifies, incites violence or hatred, or is likely to offend, insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation or any physical or mental disability;
• exploits another person in any manner; • poses or creates a privacy or security risk to any person;
• you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive;
• contains nudity, excessive violence, or sexual acts or references;
• includes an image or personal information of another person or persons unless you have their consent;
• contains large amounts of untargeted, unwanted or repetitive content;
• contains restricted or password only access pages, or hidden content;
• contains viruses, or other computer codes, files or programs designed to interrupt, limit or destroy the functionality of other computer software or hardware;
• advertises, promotes or solicits any goods or services or commercial activities (except where expressly permitted or authorised by us); or
• contains financial, legal, medical or other professional advice;
(d) interfere with, disrupt, or create an undue burden on our Site;
(e) use any robot, spider, or other device or process to retrieve, index, or in any way reproduce, modify or circumvent the navigational structure, security or presentation of our site;
(f) frame or mirror any part of our Site without our prior written authorisation; or
(g) modify, redistribute, adapt, broadcast, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of our Site.
Intellectual Property. Except where expressly provided otherwise in the Conditions, you do not have any right, title or interest in or to any proprietary rights relating to the our Site. Our Site contains Material that is protected by copyright, trade mark and other laws. Except for the temporary copy held in your computer’s cache and a single permanent copy for your personal reference, the material may not otherwise be used, stored, reproduced, published, altered or transmitted in any form or by any means in whole or part without our prior written approval or the written approval of Xempli Pty Ltd. In particular, you may not use any Material on our Site to establish, maintain or provide, or assist in establishing, maintaining or providing your own publications, Internet site or other means of distribution. Nothing displayed on our Site should be construed as granting any right of use in relation to any logo, masthead or trade mark displayed on our Site without the express written consent of the relevant owner.
Non-Guarantee of Availability of Content, Function and Service. As part of our process of continuously improving contents of our Site, we may retire certain functions, content or features, or enable new functions and features. We reserve the right to make modifications to contents of our Site at our discretion. Although we will undertake to maintain a high level of service, we do not provide any guarantees from service outages.
Third Party Content & Links. This Site may include third party content which is subject to that third party’s terms and conditions of use. Nothing on this Site should be construed as granting any license or right for you to use that content. This Site may include links to third party sites which are not related to Xempli Pty Ltd, and in relation to which Xempli Pty Ltd has no control or interest. The appearance of those links on this site does not indicate any relationship between Xempli Pty Ltd and that third party or any endorsement by Xempli Pty Ltd of that third party, its site or the products or services which it is advertising on this Site.
Contributing Content. When you submit content to our Site in any format, including any ideas, advice, opinions, text, photographs, graphics, video or audio, you grant Xempli Pty Ltd a non-exclusive, royalty-free, perpetual license to publish, transmit or otherwise use that content in any way, now and in the future. Xempli Pty Ltd reserves the right not to use the content you submit. You warrant that you have all of the necessary rights, including copyright, in the content you contribute, that your content is not defamatory and that it does not infringe any law. You indemnify Xempli Pty Ltd against any and all legal fees, damages and other expenses that may be incurred by Xempli Pty Ltd as a result of a breach of the above warranty. You waive any moral rights in your contribution for the purposes of its submission to and use by Xempli Pty Ltd in accordance with these terms.
IMPORTANT DISCLAIMERS You use our Site and our tools at your sole risk. All Material contained on our Site, including Expert Comments, opinions and comments from other users, ideas or arguments presented in a video, the Tool’s assessment of your strengths and weaknesses (your profile), and other information is provided as general information only and should not be construed as either advice, guidance, instruction, informed knowledge or universal truths and must not be relied upon as such. You should make your own inquiries and take independent advice tailored to your specific circumstances prior to making any decisions. In some cases the material on our Site may incorporate or summarise views, standards or recommendations of third parties such as other users or comprise material contributed by third parties (including Experts on our Experts Panel). Such third party material is assembled in good faith, but does not necessarily reflect the considered views of Xempli Pty Ltd, or indicate a recommended course of action. Xempli Pty Ltd makes no representation or warranty about the accuracy, reliability, relevance to your particular circumstance, currency or completeness of any third party information. Xempli Pty Ltd is not liable for any Loss resulting from any action taken or reliance made by you on any information or Material posted on our Site (including, without limitation, third party information). We do not make any representation or warranty that any Material on our Site will be reliable, accurate or complete, nor do we accept any responsibility arising in any way from errors or omissions. You acknowledge that we are not responsible for, and accept no liability in relation to, any other Users’ use of, access to or conduct in connection with our Site in any circumstance. All characters, names and personal details used in the videos on our Site are entirely fictional. Any resemblance of characters to actual persons, living or dead, is purely coincidental. The opinions of Experts or that of our Expert Panel presented on our Site is intended to provoke thought, and not to be regarded as advice, nor as the views of Xempli Pty Ltd and its officers.
No Representations or Warranties. The Service, including all images, audio files and other content therein, and any other information, property and rights granted or provided to you by our Site are provided to you on an “as is” basis. Xempli Pty Ltd and its suppliers make no representations or warranties of any kind with respect to the service, either express or implied, and all such representations and warranties, including warranties of merchantability, fitness for a particular purpose or non-infringement, are expressly disclaimed. Without limiting the generality of the foregoing, Xempli Pty Ltd does not make any representation or warranty of any kind relating to accuracy, service availability, completeness, informational content, error-free operation, results to be obtained from use, or non-infringement. Access and use of the service may be unavailable during periods of peak demand, system upgrades, malfunctions or scheduled or unscheduled maintenance or for other reasons. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
Limitation Of Liability. In no event will Xempli Pty Ltd be liable to you, or any third party claiming through you (whether based in contract, tort, strict liability or other theory) for indirect, incidental, special, consequential or exemplary damages arising out of or relating to the access or use of, or the inability to access or use, the service or any portion thereof, including but not limited to the loss of use of the service, inaccurate results, loss of profits, business interruption, or damages stemming from loss or corruption of data or data being rendered inaccurate, the cost of recovering any data, the cost of substitute services or claims by third parties for any damage to computers, software, modems, telephones or other property, even if Xempli Pty Ltd has been advised of the possibility of such damages. Xempli Pty Ltd’s liability to you or any third party claiming through you for any cause whatsoever, and regardless of the form of the action, is limited to the amount paid, if any, by you to for the service in the 12 months prior to the initial action giving rise to liability. This is an aggregate limit. The existence of more than one claim hereunder will not increase this limit.
Indemnity. You agree to fully indemnify and hold us harmless against any expenses, costs, Loss (including consequential Loss) or damage that we may suffer or incur as a result of, or in connection with your use of, access to or conduct in connection with our Site, including any breach by you of the Conditions. Agreement to Arbitrate and Waiver of Class Action Claims
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. If a dispute arises between you and Xempli Pty Ltd, our goal is to provide you a neutral and cost effective means to resolve the dispute quickly. To that end, you agree to first contact Xempli Pty Ltd. If that does not resolve the issue, then you and Xempli Pty Ltd agree to the following methods to resolve any dispute or claim.
GENERAL. YOU AGREE WITH XEMPLI PTY LTD THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND XEMPLI PTY LTD WILL RESOLVE THROUGH BINDING ARBITRATION ANY “ARBITRAL CLAIM,” which is any claim or dispute you have against or with Xempli Pty Ltd or Xempli Pty Ltd Indemnified Parties, or any claim Xempli Pty Ltd has against or with you, arising out of or relating to this Agreement to Arbitrate (including its formation, enforceability, performance, and breach), Xempli Pty Ltd, the parties’ relationship with each other, or any advertising relating to Xempli Pty Ltd. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement to Arbitration, including any claim that all or any part of this Agreement to Arbitrate is void or voidable, or whether a claim is subject to arbitration, and shall be empowered to grant whatever relief would be available in a court under law or in equity. Arbitration is different from court; the rules, including discovery, are different and no judge or jury is present at an arbitration. The award is final and binding and subject only to very limited review by a court. The parties understand that, absent this mandatory provision, they may have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited.
Exceptions. Notwithstanding the parties’ decision to resolve all arbitral claims through arbitration, this agreement to arbitrate does not preclude you from bringing a claim in small claims court on an individual basis, if your claim qualifies. It also does not preclude either party from bringing claims in a court of law to enforce intellectual property rights; or for Xempli Pty Ltd to bring claims in a court of law to prevent or remedy unfair competition, misappropriation of trade secrets, unauthorized access, fraud or computer fraud, and/or industrial espionage. Neither party is precluded from seeking relief in a court located in Sydney, Australia for provisional remedies, including temporary restraining orders, preliminary injunctions, and receiverships, pending arbitration or comprehensive litigation, to the extent authorized above.
Class Action Waiver. You and Xempli Pty Ltd agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. You further agree with Xempli Pty Ltd that neither you nor Xempli Pty Ltd will join any arbitral claim with the claim of any other person or entity in a lawsuit, arbitration or other proceeding; that no arbitral claim will be resolved on a class-wide basis; that neither you nor Xempli Pty Ltd will assert an arbitral claim in a representative capacity on behalf of anyone else; and both parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then this Agreement to Arbitrate shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Canceling Your Account. While we hope you enjoy using any Material relating to our Site, you may cancel your account at any time by contact us through our Site. We reserve the right to limit or terminate your account if we believe you are in violation of these Terms of Use.
GST. Unless stated to be otherwise, charges referred to for any goods or services supplied (or offered for supply) our Site are stated inclusive of GST. Where GST applies to any supply made to you, we will deduct the applicable GST and issue you with a Tax Invoice. GST means the Australian goods and services tax charged under A New Tax System (Goods and Services Tax) Act 1999 (“Act”). Tax Invoice means tax invoice as defined by the Act.
Severability. If any provision of the Conditions is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Conditions, which shall remain in full force and effect.
No waiver. No waiver of any term of the Conditions shall be deemed a further or continuing waiver of such term or any other term. Any failure to assert any right under the Conditions shall not constitute a waiver of such right.
Affirmation regarding age. By using our Site, you affirm that you are 18 years or over, or otherwise possess legal parental or guardian consent.
Applicable law. These Conditions shall be construed in accordance with and governed by the laws of New South Wales, Australia. You consent to the exclusive jurisdiction of the courts in New South Wales Courts to determine any matter or dispute which arises under the Conditions.
Policy Changes. These Terms of Use may be updated from time to time. If we make material changes, we will provide advance notice to you either by posting a notification on our Site or by posting an updated Terms of Use on our Site 45 days in advance of the effective date. Please note that, for existing users, unless otherwise provided by applicable law, your continued use of our Site following the effective date means that you agree with, and consent to be bound by, the updated Terms of Use.
Definitions. In these terms and conditions: “Conditions” and “Terms Of Use” means these terms and conditions, together with the Xempli Pty Ltd Privacy Policy and any additional terms, conditions, notices and disclaimers displayed elsewhere on the Site. “Material” means text, illustrations, photos, audio, video, any combination of these or other material. “Us”, “we” or “our” means Xempli Pty Ltd (ACN 618 420 063) and/or its related entities. “Site”, “Tool” and “Service” means this website, websites operated by Xempli Pty Ltd and software which may be accessed in several ways, including but not limited to the web, PDAs, mobile phones and RSS feeds. These Terms of Use apply whenever you access the Site, regardless of how you access the Site. “Loss” means injury or damage including loss of income, loss of employment, loss of profits, business disruption, damage to assets, personal damages including mental and physical harm, deterioration in personal, financial and social circumstances, and damage to personal reputation.
General. Users will not use this site for any purpose or in any way which is unlawful. These Terms of Use shall be governed by and interpreted in accordance with the laws of New South Wales, Australia.
Membership. To access or use certain parts of our Site, you must register as a member of the Site. When registering as a member, you must provide us with accurate, complete and up-to-date registration information, as requested. It is your responsibility to inform us of any changes to your registration information. You must not register as a member multiple times. You must not impersonate or create a membership for any person other than yourself. We may at any time request a form of identification to verify your identity. You must ensure the security and confidentiality of your membership details, including any username and/or password assigned to you. You are wholly responsible for all activities which occur under your membership details (including unauthorised use of your credit card). You must notify us immediately if you become aware of any unauthorised use of your membership details. You must not permit your membership details to be used by or transferred to any other person. We reserve the right to, in our sole discretion, suspend or terminate your membership or access to all or any part of our Site, including if we believe you are abusing the services in any way, have breached the Conditions or are no longer an active member.
Use of any Material relating to our Site by Minors. Children under 18 or the age of majority in their jurisdiction of residence (“Minors”) may use Material on our Site, but use by such Minors shall only be done with the guidance, supervision, and consent of their parents, guardians, and/or authorized school officials. We rely on parents and guardians to ensure Minors only use any Material relating to our Site if they can understand their rights and responsibilities as stated in these Terms. If you are a parent or guardian and you provide your consent to a Minor’s use of Material relating to our Site, you agree to be bound by the Minor’s use on any Material of our Site and by the Terms contained here.
Fees and Payment. We reserve the right to require the payment of fees, for certain features/services of our site. By accepting the Terms of Use, you acknowledge and agree that only an adult (18 years of age or older) can enter into any transaction or subscription with respect to such paid features or Products. Should you elect to subscribe to such features or purchase any Products, you shall pay all applicable fees, as described on our Site, in connection with such features or Products. You will be responsible for paying all delivery fees (including C.O.D. charges), taxes, customs, duties, and other similar charges in connection with any purchases made through the Site. Xempli Pty Ltd reserves the right to change its price list and to institute new charges at any time, upon ten (10) days prior notice to you (or in the case of Products, immediately upon posting such new pricing on the Site), which may be sent by email or posted on our Sites. Use of the Service, by you, following such notification constitutes your acceptance of any new or increased charges. If you purchase any paid subscription features on our Site, those subscriptions will automatically renew unless you provide Xempli Pty Ltd with at least 5 days’ notice that you wish to cancel your subscription.
Account Confidentiality/Security. You agree that you have the responsibility for maintaining the confidentiality and security of your Account Information. You agree to notify us immediately of any unauthorized use of your Account Information.
Your Conduct. You must not:
(a) use our Site in breach of any applicable laws or regulations;
(b) use our Site (or Material obtained from our Site):
• to transmit (or authorise the transmission of) “junk mail,” “chain letters,” unsolicited emails, instant messaging, “skimming,” or “spamming”;
• to impersonate any person or entity;
• to solicit money, passwords or personal information from any person;
• to harm, abuse, harass, stalk, threaten or otherwise offend others; or
• for any unlawful purpose;
(c) Use our Site to upload, post, transmit or otherwise make available (or attempt to upload, post, transmit or otherwise make available) any Material that:
• is not your original work, or which in any way violates or infringes (or could reasonably be expected to violate or infringe) the intellectual property or other rights of another person;
• contains, promotes, or provides information about unlawful activities or conduct;
• is, or could reasonably be expected to be, defamatory, obscene, offensive, threatening, abusive, pornographic, vulgar, profane, indecent or otherwise unlawful, including Material that racially or religiously vilifies, incites violence or hatred, or is likely to offend, insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation or any physical or mental disability;
• exploits another person in any manner; • poses or creates a privacy or security risk to any person;
• you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive;
• contains nudity, excessive violence, or sexual acts or references;
• includes an image or personal information of another person or persons unless you have their consent;
• contains large amounts of untargeted, unwanted or repetitive content;
• contains restricted or password only access pages, or hidden content;
• contains viruses, or other computer codes, files or programs designed to interrupt, limit or destroy the functionality of other computer software or hardware;
• advertises, promotes or solicits any goods or services or commercial activities (except where expressly permitted or authorised by us); or
• contains financial, legal, medical or other professional advice;
(d) interfere with, disrupt, or create an undue burden on our Site;
(e) use any robot, spider, or other device or process to retrieve, index, or in any way reproduce, modify or circumvent the navigational structure, security or presentation of our site;
(f) frame or mirror any part of our Site without our prior written authorisation; or
(g) modify, redistribute, adapt, broadcast, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of our Site.
Intellectual Property. Except where expressly provided otherwise in the Conditions, you do not have any right, title or interest in or to any proprietary rights relating to the our Site. Our Site contains Material that is protected by copyright, trade mark and other laws. Except for the temporary copy held in your computer’s cache and a single permanent copy for your personal reference, the material may not otherwise be used, stored, reproduced, published, altered or transmitted in any form or by any means in whole or part without our prior written approval or the written approval of Xempli Pty Ltd. In particular, you may not use any Material on our Site to establish, maintain or provide, or assist in establishing, maintaining or providing your own publications, Internet site or other means of distribution. Nothing displayed on our Site should be construed as granting any right of use in relation to any logo, masthead or trade mark displayed on our Site without the express written consent of the relevant owner.
Non-Guarantee of Availability of Content, Function and Service. As part of our process of continuously improving contents of our Site, we may retire certain functions, content or features, or enable new functions and features. We reserve the right to make modifications to contents of our Site at our discretion. Although we will undertake to maintain a high level of service, we do not provide any guarantees from service outages.
Third Party Content & Links. This Site may include third party content which is subject to that third party’s terms and conditions of use. Nothing on this Site should be construed as granting any license or right for you to use that content. This Site may include links to third party sites which are not related to Xempli Pty Ltd, and in relation to which Xempli Pty Ltd has no control or interest. The appearance of those links on this site does not indicate any relationship between Xempli Pty Ltd and that third party or any endorsement by Xempli Pty Ltd of that third party, its site or the products or services which it is advertising on this Site.
Contributing Content. When you submit content to our Site in any format, including any ideas, advice, opinions, text, photographs, graphics, video or audio, you grant Xempli Pty Ltd a non-exclusive, royalty-free, perpetual license to publish, transmit or otherwise use that content in any way, now and in the future. Xempli Pty Ltd reserves the right not to use the content you submit. You warrant that you have all of the necessary rights, including copyright, in the content you contribute, that your content is not defamatory and that it does not infringe any law. You indemnify Xempli Pty Ltd against any and all legal fees, damages and other expenses that may be incurred by Xempli Pty Ltd as a result of a breach of the above warranty. You waive any moral rights in your contribution for the purposes of its submission to and use by Xempli Pty Ltd in accordance with these terms.
IMPORTANT DISCLAIMERS You use our Site and our tools at your sole risk. All Material contained on our Site, including Expert Comments, opinions and comments from other users, ideas or arguments presented in a video, the Tool’s assessment of your strengths and weaknesses (your profile), and other information is provided as general information only and should not be construed as either advice, guidance, instruction, informed knowledge or universal truths and must not be relied upon as such. You should make your own inquiries and take independent advice tailored to your specific circumstances prior to making any decisions. In some cases the material on our Site may incorporate or summarise views, standards or recommendations of third parties such as other users or comprise material contributed by third parties (including Experts on our Experts Panel). Such third party material is assembled in good faith, but does not necessarily reflect the considered views of Xempli Pty Ltd, or indicate a recommended course of action. Xempli Pty Ltd makes no representation or warranty about the accuracy, reliability, relevance to your particular circumstance, currency or completeness of any third party information. Xempli Pty Ltd is not liable for any Loss resulting from any action taken or reliance made by you on any information or Material posted on our Site (including, without limitation, third party information). We do not make any representation or warranty that any Material on our Site will be reliable, accurate or complete, nor do we accept any responsibility arising in any way from errors or omissions. You acknowledge that we are not responsible for, and accept no liability in relation to, any other Users’ use of, access to or conduct in connection with our Site in any circumstance. All characters, names and personal details used in the videos on our Site are entirely fictional. Any resemblance of characters to actual persons, living or dead, is purely coincidental. The opinions of Experts or that of our Expert Panel presented on our Site is intended to provoke thought, and not to be regarded as advice, nor as the views of Xempli Pty Ltd and its officers.
No Representations or Warranties. The Service, including all images, audio files and other content therein, and any other information, property and rights granted or provided to you by our Site are provided to you on an “as is” basis. Xempli Pty Ltd and its suppliers make no representations or warranties of any kind with respect to the service, either express or implied, and all such representations and warranties, including warranties of merchantability, fitness for a particular purpose or non-infringement, are expressly disclaimed. Without limiting the generality of the foregoing, Xempli Pty Ltd does not make any representation or warranty of any kind relating to accuracy, service availability, completeness, informational content, error-free operation, results to be obtained from use, or non-infringement. Access and use of the service may be unavailable during periods of peak demand, system upgrades, malfunctions or scheduled or unscheduled maintenance or for other reasons. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
Limitation Of Liability. In no event will Xempli Pty Ltd be liable to you, or any third party claiming through you (whether based in contract, tort, strict liability or other theory) for indirect, incidental, special, consequential or exemplary damages arising out of or relating to the access or use of, or the inability to access or use, the service or any portion thereof, including but not limited to the loss of use of the service, inaccurate results, loss of profits, business interruption, or damages stemming from loss or corruption of data or data being rendered inaccurate, the cost of recovering any data, the cost of substitute services or claims by third parties for any damage to computers, software, modems, telephones or other property, even if Xempli Pty Ltd has been advised of the possibility of such damages. Xempli Pty Ltd’s liability to you or any third party claiming through you for any cause whatsoever, and regardless of the form of the action, is limited to the amount paid, if any, by you to for the service in the 12 months prior to the initial action giving rise to liability. This is an aggregate limit. The existence of more than one claim hereunder will not increase this limit.
Indemnity. You agree to fully indemnify and hold us harmless against any expenses, costs, Loss (including consequential Loss) or damage that we may suffer or incur as a result of, or in connection with your use of, access to or conduct in connection with our Site, including any breach by you of the Conditions. Agreement to Arbitrate and Waiver of Class Action Claims
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. If a dispute arises between you and Xempli Pty Ltd, our goal is to provide you a neutral and cost effective means to resolve the dispute quickly. To that end, you agree to first contact Xempli Pty Ltd. If that does not resolve the issue, then you and Xempli Pty Ltd agree to the following methods to resolve any dispute or claim.
GENERAL. YOU AGREE WITH XEMPLI PTY LTD THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND XEMPLI PTY LTD WILL RESOLVE THROUGH BINDING ARBITRATION ANY “ARBITRAL CLAIM,” which is any claim or dispute you have against or with Xempli Pty Ltd or Xempli Pty Ltd Indemnified Parties, or any claim Xempli Pty Ltd has against or with you, arising out of or relating to this Agreement to Arbitrate (including its formation, enforceability, performance, and breach), Xempli Pty Ltd, the parties’ relationship with each other, or any advertising relating to Xempli Pty Ltd. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement to Arbitration, including any claim that all or any part of this Agreement to Arbitrate is void or voidable, or whether a claim is subject to arbitration, and shall be empowered to grant whatever relief would be available in a court under law or in equity. Arbitration is different from court; the rules, including discovery, are different and no judge or jury is present at an arbitration. The award is final and binding and subject only to very limited review by a court. The parties understand that, absent this mandatory provision, they may have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited.
Exceptions. Notwithstanding the parties’ decision to resolve all arbitral claims through arbitration, this agreement to arbitrate does not preclude you from bringing a claim in small claims court on an individual basis, if your claim qualifies. It also does not preclude either party from bringing claims in a court of law to enforce intellectual property rights; or for Xempli Pty Ltd to bring claims in a court of law to prevent or remedy unfair competition, misappropriation of trade secrets, unauthorized access, fraud or computer fraud, and/or industrial espionage. Neither party is precluded from seeking relief in a court located in Sydney, Australia for provisional remedies, including temporary restraining orders, preliminary injunctions, and receiverships, pending arbitration or comprehensive litigation, to the extent authorized above.
Class Action Waiver. You and Xempli Pty Ltd agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. You further agree with Xempli Pty Ltd that neither you nor Xempli Pty Ltd will join any arbitral claim with the claim of any other person or entity in a lawsuit, arbitration or other proceeding; that no arbitral claim will be resolved on a class-wide basis; that neither you nor Xempli Pty Ltd will assert an arbitral claim in a representative capacity on behalf of anyone else; and both parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then this Agreement to Arbitrate shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Canceling Your Account. While we hope you enjoy using any Material relating to our Site, you may cancel your account at any time by contact us through our Site. We reserve the right to limit or terminate your account if we believe you are in violation of these Terms of Use.
GST. Unless stated to be otherwise, charges referred to for any goods or services supplied (or offered for supply) our Site are stated inclusive of GST. Where GST applies to any supply made to you, we will deduct the applicable GST and issue you with a Tax Invoice. GST means the Australian goods and services tax charged under A New Tax System (Goods and Services Tax) Act 1999 (“Act”). Tax Invoice means tax invoice as defined by the Act.
Severability. If any provision of the Conditions is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Conditions, which shall remain in full force and effect.
No waiver. No waiver of any term of the Conditions shall be deemed a further or continuing waiver of such term or any other term. Any failure to assert any right under the Conditions shall not constitute a waiver of such right.
Affirmation regarding age. By using our Site, you affirm that you are 18 years or over, or otherwise possess legal parental or guardian consent.
Applicable law. These Conditions shall be construed in accordance with and governed by the laws of New South Wales, Australia. You consent to the exclusive jurisdiction of the courts in New South Wales Courts to determine any matter or dispute which arises under the Conditions.
Policy Changes. These Terms of Use may be updated from time to time. If we make material changes, we will provide advance notice to you either by posting a notification on our Site or by posting an updated Terms of Use on our Site 45 days in advance of the effective date. Please note that, for existing users, unless otherwise provided by applicable law, your continued use of our Site following the effective date means that you agree with, and consent to be bound by, the updated Terms of Use.
Definitions. In these terms and conditions: “Conditions” and “Terms Of Use” means these terms and conditions, together with the Xempli Pty Ltd Privacy Policy and any additional terms, conditions, notices and disclaimers displayed elsewhere on the Site. “Material” means text, illustrations, photos, audio, video, any combination of these or other material. “Us”, “we” or “our” means Xempli Pty Ltd (ACN 618 420 063) and/or its related entities. “Site”, “Tool” and “Service” means this website, websites operated by Xempli Pty Ltd and software which may be accessed in several ways, including but not limited to the web, PDAs, mobile phones and RSS feeds. These Terms of Use apply whenever you access the Site, regardless of how you access the Site. “Loss” means injury or damage including loss of income, loss of employment, loss of profits, business disruption, damage to assets, personal damages including mental and physical harm, deterioration in personal, financial and social circumstances, and damage to personal reputation.
