Definitions

In these terms and conditions, these words shall mean:

“Agreement” – the record of what You and We have agreed including these terms and conditions and the Price List;

“Charges” – any sums owed by You to Us under this Agreement;

“Consequential Loss” – pure economic loss, loss of profit, loss of business, contracts, goodwill and like loss, whether direct or indirect;

“Network” – any telecommunications network which We may use in order to provide You with the Service;

“We” “Us” “Our” “Company” – Greymouse Conference, P.O. Box 5609 Maroochydore BC Queensland 4558. ABN: 93 230 945 568

“You” “Your” “Affiliate”- the person, firm or company who We have accepted as a registered user of the Service and any other person who We believe is acting with its authority;

“Price List” – Our list of charges applicable from time to time and which is available on request;

“Service” - the services which We agree to provide You under this Agreement and which are described in Our service literature as amended from time to time;

“Account” shall mean the overall service including but not limited to telephone numbers, security codes and log ins.

Provision of the service

In order to become a registered user of the Service, potential customers are required to complete our registration form. Once We have verified the information supplied on the form, We will decide, at Our sole discretion, whether to accept the registration and will inform the potential customer of Our decision.

We agree to provide You with the Service on the terms and conditions of this Agreement which sets out the entire contract between You and Us.

Use of the service

You are responsible for maintaining the confidentiality of Your "Account" and for restricting access to Your Account. You agree to accept responsibility and liability for all activities that occur under Your Account whether lawful or unlawful. You are also solely responsible for all uses of Your Account, whether or not actually or expressly authorised by You.

We do not sell products or services for children. If you are under 18, You may use Our Services only with involvement of a parent or guardian. We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders at Our sole discretion.

We reserve the right to reclaim on demand security codes deemed inactive 6 months after issue. In order to ensure that We are able to provide high quality services that are responsive to Your needs, You agree to allow Our employees to access Your Account and records on a case-by-case basis to investigate complaints. We will not disclose the existence or occurrence of such an investigation unless required by law.

You agree to indemnify Us against all costs (including the costs of enforcement) expenses, liabilities (including any tax liability), injuries, losses, damages claims, demands or legal costs (on a full indemnity basis) and judgements which We suffer or incur from or in any way connected with Your use of the Service in breach of this Agreement or Your misuse of the Service.

You acknowledge that We may co-operate with the police and any other relevant authorities in connection with any misuse or suspected misuse of the Service or other telecommunications services and that as a result, where this is reasonably necessary, We may divulge Your name, address and account information to such third parties.

Payment

We will send You an invoice for Your use of the conference call Services after the conference ends, or at the end of the month.

Unless We otherwise agree in writing, We may adjust Our fees at any time, but We will attempt to provide You with some advanced notice in writing. International rates can change without notice. Any features or upgrades to Our Services will be provided to You on terms and prices generally available to the public or as otherwise agreed by Us in writing.

You agree to pay Us all Charges due within 7 days of the date of Our invoice. Time shall be of the essence in respect of payment of Charges due. Each time Your payment is late, cancelled or dishonoured without a valid reason, We will charge You the prevailing charge (excluding GST) for Our administration costs.

If you default in payment of any invoice when due, You shall indemnify Us from and against all costs and disbursements incurred by Us in pursuing the debt including legal costs on a solicitor and owned client basis and Our collection agencies costs.

If You fail to pay any Charges by the due date without valid reason
We may charge You interest on overdue invoices which shall accrue from the date when payment becomes due daily until payment at a rate of 2.5% per calendar month and such interest shall compound monthly at such a rate after as well as before any judgement.

You agree to tell Us promptly of any change in Your name, address, email address or bank details.

Any Charges payable by You under this Agreement shall be paid in full without any deduction or set-off whatsoever.

All charges are exclusive of GST for which You will be additionally liable.

Details of Our charges are shown on the Price List which may be found at http://conference.greymouse.com.au

Non payment

If You do not pay the entire invoice by the due date We reserve the right to cancel or suspend Your service

At any time, We may require a deposit or other form of advance payment prior to providing or continuing to provide Service based on Our evaluation of Your credit.

Affiliate Program

WHEREAS Affiliate wishes to include certain materials promoting Company, and to include a link to Company's website within those materials on Affiliate's website;

NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:

1. Promotional Materials. Company shall make available to Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website (the "Promotional Materials"). Affiliate shall display the Promotional Materials on Affiliate's website prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to Company's website, as specified by Company.

2. Use of Promotional Materials. The Affiliate's use and display of the Promotional Materials on the Affiliate's site shall conform to the following terms, conditions and specifications:

a. Affiliate may not use any graphic, textual or other materials to promote Company's website, products or services other than the Promotional Materials, unless Company agrees to such other materials in writing prior to their display.

b. Affiliate may only use the Promotional Materials for the purpose of promoting Company's website (and the products and services available thereon), and for linking to Company's website.

c. The Promotional Materials will be used to link only to Company's website, to the specific page and address as specified by Company.

d. Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Company. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from Company for such alteration of modification.

3. License. Company hereby grants to Affiliate a nonexclusive, nontransferable license (the "License") to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.

4. Intellectual Property. Company retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.

5. Relationship of Parties. This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Affiliate. Affiliate shall provide services for Company as an independent contractor. Affiliate shall have no authority to bind Company into any agreement, nor shall Affiliate be considered to be an agent of Company in any respect.

6. Commissions.

a. In exchange for Affiliate's display of the Promotional Materials, and for Affiliate's compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Affiliate a commission (the "Commission") based on the agreement between the parties. Affiliate understands that the agreed amount of the Commission is that displayed on the Company’s website, teleconference.greymouse.com.au

b. Definition of Sale. Company defines “Sale” when a customer successfully signed up for any of the Company’s phone plans with a verified U.S. Credit Card and Company makes the first successful charge on the same credit card.

c. Company shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be given reasonable access to these records upon request. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by Company within 14 days of discovering such discrepancy.

d. For the purposes of this Agreement, a "Bona Fide Click-Through" shall be defined as any successful attempt by a visitor of Affiliate's website to click on the link within the Promotional Materials on Affiliate's website and to visit Company's website. Company shall have sole discretion to determine whether any particular click-through or class of click-throughs shall qualify as Bona Fide Click-Throughs. Affiliate shall not attempt to: (i) artificially attempt to generate click-throughs to Company's website by use of deception or misrepresentation; (ii) manipulate, incentivize, or otherwise encourage Affiliate's employees, agents, customers, or other persons to click the link to the Company's website for any purpose other than the promotion of the services and/or products offered through Company's website; or (iii) create or employ any mechanism designed to artificially or automatically generate click-throughs to Company's website.

e. Company shall pay all Commissions accrued and payable to Affiliate monthly with payments on the 1st of each month. If on any Commission Payment Date, the amount of total Commissions accrued and payable to Affiliate is less than $50.00, then such accrued and payable balance shall be held over to the following month, and paid together with the Commissions due for that month should the total amount be $50.00 or greater. For every payments made to Affiliates outside Australia PayPal will be the only payment method.

f. Company is not responsible for lost commissions resulted by deleted cookies by customers unless the sale is undoubtedly proven and agreed on by both parties and not disputed by other affiliate(s).

g. Chargebacks. Company may apply a debit to the Affiliate's Account in an amount equal to a Commission previously credited to the Affiliate's Account in circumstances of: (i) product returns; (ii) duplicate entry or other clear error; (iii) non-bona fide Transactions; (iv) non-receipt of payment from, or refund of payment to, the Customer by the Company; or (v) Affiliate's failure to comply with the Company's Terms of Service or other agreement with Company ("Chargeback"). Chargebacks may be applied to Affiliate's Account at any time, including previous payment cycles.

h. Chargeback Period. The number of days by which applied debits are calculated as a result of chargebacks (and cancellations) are governed by the Affiliate’s account standing with the Company. The Chargeback Period is determined by the Company and displayed on the Affiliate's online account.

i. Fees. Affiliate may be charged a Service Fee for aforementioned debits (“Chargebacks” section of this agreement). The amount of the Service Fee is posted on the Affiliate’s online account

j. In the event that Affiliate materially breaches this Agreement and Company terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Company shall not be obligated to pay such Commissions to Affiliate.

7. Affiliate's Representations and Warranties. Affiliate represents and warrants the following:

a. Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.

b. Affiliate's website does not contain any materials that are:
i. Sexually explicit, obscene, or pornographic;
ii. Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
iii. Graphically violent, including any violent video game images; or
iv. Solicitous of any unlawful behavior

c. Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate's website. Nothing on Affiliate's website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.

d. Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.

e. Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.

f. Affiliate will not publish or otherwise distribute any advertising materials for Affiliate's website that reference Company or Company's website unless Company gives prior written consent to the distribution of such materials. Affiliate will not use Company's name (or any name that is confusingly similar to Company's name) for any purpose on its website, in its promotional materials, or in any other context except to promote Company's website as specified in this Agreement. Affiliate will not register any domain name that incorporates Company's name, or that is confusingly similar to Company's name.

g. Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Company or Company's website.

8. Indemnification. Affiliate shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate's warranties set forth in Section 7 above. Affiliate shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.

9. Confidentiality. Any information that Affiliate is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be "Confidential Company Information." Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company.

b. Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.

11. CAN-SPAM Act. Affiliate using online or other electronic methods of sales channels must comply with the 2003 CAN-SPAM Act. Affiliate agrees that Company may terminate the Affiliate from the Affiliate Program if the rules of the aforementioned Act are not followed.

12. Taxes. Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliate's relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Affiliate.

Communications and content

You are responsible for the content of the messages You communicate when using Our Services as well as the consequences of those messages. You agree that You will not use Our Services to engage in activities that are illegal, obscene, threatening, defamatory, invade privacy, infringe intellectual property rights, or otherwise injure third parties or are objectionable.

You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead Us as to Your identity.

Limitation Of liability

Unless We otherwise agree in writing, this site and the services are provided on an "as is" and "as available" basis to the fullest extent permitted by law, all representations and warranties whether express or implied are excluded and do not apply to the provision by Us of services to You. Without reducing the generality of this exclusion We do not represent or warrant that the services will be error free, secure, virus free or without interruption.

Neither of Us will be liable to the other for any consequential, incidental, indirect, special, or exemplary damages of any kind, including without limitation any loss of use, loss of business, or loss of profit or revenue, arising out of or in connection with services provided by US (however arising, including negligence), even if We are aware of the possibility of such damages. Our total cumulative liability in connection with the services rendered, whether in contract or tort or otherwise, will not exceed any amounts actually realised by Us (less any payments to You) during the twelve (12) month period immediately preceding any such liability.

Indemnification

You agree to indemnify, defend and hold harmless Us, Our affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, legal fees) arising from Your use of Our Services, Your violation of the Terms of Use or Your infringement, or infringement by any other user of Your account, of any intellectual property or other right of any person or entity.

The Terms of Use will inure to the benefit of Our successors, assigns and licensees

Intellectual Property

Our graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of Ours. Our trademarks and trade dress may not be used in connection with any product or service that is not provided or authorised in writing by Us, or in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Us. All other trademarks not owned by Us that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Us.

Jurisdiction

These Terms and conditions and any contract to which they apply will be governed by the laws of Brisbane, Australia and are subject to the jurisdiction of the courts of Brisbane.