Agreed terms

1 Acceptance

1.1 This Website is owned and operated by Ronin Business Group PtyLtd trading as Madi Digital (ABN 31 131 554 866) (we, us).
1.2 By clicking on ‘I Accept’ and proceeding with your Order, you agree to be bound by the following agreement between you and us.
1.3 If you do not agree to these terms, please do not click on ‘I Accept’.You will not be able to purchase Products from us.

2 Ordering

2.1 You may place an order for one or more of the Products we offer.
2.2 We may accept or reject an Order in our discretion.
2.3 When you have submitted an Order, you will receive an email from us acknowledging the receipt of your Order and confirming its details. Your Order is accepted by us when we process your payment. You will receive e-mails confirming the Order has been paid for.
2.4 If we accept your Order, then:

1. 1. subject to payment of the Purchase Price, we will sell to you the Products and contemplated by that Order; and
   2. you must purchase the Products contemplated by that Order for the Purchase Price.

2.5 If we elect not to accept an Order and you have paid the Purchase Price for the particular Products, then we will refund any amounts paid by you for that Order.
2.6 To modify or cancel an Order you must contact us immediately. We cannot modify or cancel Orders once the Product has been accessed or downloaded.
2.7 If you cancel an Order prior to Dispatch, we will arrange for a full refund of the Purchase Price made to us by you.
2.8 We endeavour to ensure that the Products and descriptions of them on the Website and as otherwise communicated to you are accurate. We do not, however, represent or warrant that the Website is accurate or free from errors or omissions and we reserve the right to make any necessary corrections. It is your responsibility to verify that the Product you have selected is suitable for your intended purposes. If you are unsure about the Product after reading the
supplied description, please contact us prior to purchasing. Refunds are not provided for change of mind or where Products are not defective.

3 Purchase Price

3.1 The prices stated by us for the Products are in Australian dollars and are exclusive of Government Charges (where payable). We may invoice you for the amount of any applicable Government Charges, or they may be payable by you directly to the applicable Government Agency following purchase. Where we invoice you for applicable Government Charges, they will be displayed prior to payment being required.
3.2 We will not Dispatch the Products until we have received payment in full.
3.3 You are responsible for and must reimburse us for any dishonour or charge-back fees issued by a financial institution or payment gateway if your payment is dishonoured or you request a charge-back in circumstances where we are not in breach of this
agreement.

4 Delivery of Products

4.1 Products are Dispatched via email to the email address notified by you in the Order. Products will be available for access and/or download for the period of time notified to you in the email. It is your responsibility to ensure you have accessed and/or downloaded the Product within that time period.
4.2 We will endeavour to ensure the Products are available to access and/or download following Dispatch, however we do not represent or warrant that the Website is available at all times. Where Products are available to access and/or download from a third party website or service, we are not liable for any failure in that third party website or service.
4.3 If you have not received the Dispatch email, please check your junk mail or spam mail folder first. If you still cannot locate the Dispatch email, please contact us.
4.4 If you are unable to access and/or download the Products after Dispatch, please contact us and we will endeavour to assist you.

5 Acknowledgements

5.1 You acknowledge and agree that:

1. 1. we do not represent or warrant that the Products will be free from defects, or fit for any particular purpose or function other than as expressly notified to you by us;
   2. we endeavour to ensure the accuracy of all information made available via the Products, however we do not represent or warrant that the information is accurate or complete;
   3. the information made available via the Products is general in nature and does not replace the need for specific advice relevant to your particular circumstances. We do not represent or warrant the suitability of the Products for your particular circumstances. We do not represent or warrant that you will achieve any particular result from the Products in terms of increased activity, search engine ranking, or revenue;
   4. the Products are digital in nature. You must have all resources necessary to receive and use the Products, including hardware, software, telecommunications services and appropriate internet access. If you do not have the minimum resources recommended by us, your ability to receive the Products may be diminished or not possible;
   5. we are not liable for any third party products, websites or services used by you in receiving or using the Products (including telecommunications and internet services). You may be required to comply with a third party’s terms and conditions when using their product, website or service to receive or use the Products; and

6 Limitation of liability

6.1 Subject to clauses 6.3 and 6.6 any liability of ours for any loss or damage, however caused (including by our negligence), suffered by you in connection with this agreement is limited, at our election, to:

1. 1. the Purchase Price paid by you to us for the affected Product(s); or
   2. resupply of the affected Product(s).

6.2 The limitation set out in clause 6.1 is an aggregate limit for all claims, whenever made.
6.3 Subject to clause 6.6, we are not liable for any Consequential Loss however caused (including by our negligence), suffered or incurred by you in connection with this agreement.
Seriousness or nature
6.4 For clarity and without limiting clauses 6.1 and 6.3 the parties agree that clauses 6.1 and 6.3 are to apply in connection with a breach of this document, anticipated breach of this document and other conduct regardless of the seriousness or nature of that breach, anticipated breach or other conduct.
Australian consumer law
6.5 Except as contemplated by clause 6.6, nothing in this document is intended to limit any of your rights under the Competition and Consumer Act 2010 (Cth).
6.6 If the Competition and Consumer Act 2010 (Cth) or any other legislation states that there is a guarantee in relation to any goods or services supplied by us in connection with this agreement and our liability for failing to comply with that guarantee cannot be excluded but may be limited, then clauses 5, 6.1 and 6.3 do not apply to that liability. Instead our liability for that failure is limited to (at our election):

1. 1. in the case of a supply of goods, us replacing the goods or supplying equivalent goods, repairing the goods, paying the cost of replacing the goods or of acquiring equivalent goods, or paying the cost of having the goods repaired; or
   2. in the case of a supply of services, us supplying the services again or paying the cost of having the services supplied again.

7 Intellectual property rights

7.1 We retain and do not assign to you any Intellectual Property Rights (including future Intellectual Property Rights):

1. 1. in the Products;
   2. in the Website;
   3. in Madi Digital Material; and
   4. in any developments or enhancement to anything set out above resulting from this agreement or otherwise created by us in the provision of the Products,

(Madi Digital IP).

7.2 Subject to your payment of the Purchase Price, we grant to you a non-exclusive, non-transferrable, revocable licence to:

1. 1. access the Products online or download the Products (as applicable); and
   2. use the Products for your internal business purposes only.

7.3 The parties agree that although copyright in the Products is not infringed in circumstances contemplated by sections 47D, 47E and 47F Copyright Act 1968 (Cth), you agree not to:

1. 1. sell, rent, lease, or sublicense the Products or access to the Products or any portion of them;
   2. distribute or broadcast the Products or any portion of them;
   3. commercialise the Products or any portion of them;
   4. copy the Products or any portion of them (except that you may make a copy for backup purposes);
   5. modify, alter, or enhance any of the Products or any portion of them;
   6. transfer or assign your rights to the Products or any portion of them;
   7. remove any watermarks, labels, or other proprietary notices on or in the Products; or
   8. remove our trade marks or logos from the Products or alter or modify them in any way.

7.4 The Products may utilise technology designed to protect the security of digital information and Intellectual Property Rights associated with the Products. You must not attempt to, nor assist or encourage others to, circumvent, disable, defeat, reverse-engineer, decompile, or tamper with any of the security features or components related to the Products for any reason.
7.5 You acknowledge that we may place limits on the number of devices and/or software applications you may use to access the Products and that these limits may be set by us at any time at our sole discretion. We may record and store the unique device identifier numbers of your devices in order to enforce these limits.
7.6 If you modify, alter or enhance any Madi Digital IP (or cause any Madi Digital IP to be modified or enhanced) in any way, you assign to us all Intellectual Property Rights in those modifications or enhancements immediately from creation.
7.7 You acknowledge that:

1. 1. we may suffer financial and other loss and damage if any unauthorised act occurs in relation to the Madi Digital IP, and that monetary damages would be an insufficient remedy; and
   2. in addition to any other remedy available at law or in equity, we are entitled to injunctive relief to prevent a breach of, and
      to compel specific performance of clause 7.

8 Dispute resolution

8.1 Clause 8 applies to any dispute which arises between the parties in connection with this agreement (Dispute).
8.2 If either party considers that a Dispute has arisen, it may send a notice to the other party, setting out reasonable particulars of the matters in dispute (Dispute Notice).
8.3 Subject to clause 8.8, neither party may commence or maintain any action or proceeding in any court, tribunal or otherwise regarding a Dispute without first giving a Dispute Notice and complying with clause 8.
8.4 The parties must promptly hold discussions between representatives of each party after the issue of a Dispute Notice to attempt to resolve the Dispute (First Level Discussion).
8.5 If the Dispute has not been resolved within five Business Days after commencement of First Level Discussions, the Dispute must, within 14 days, be submitted to binding arbitration in accordance with, and subject to, the Arbitration Rules. Unless the parties agree on an arbitrator, either party may request a nomination from the Chair of Resolution Institute. The seat of the arbitration must be Brisbane, Queensland, Australia. For Disputes with a quantum of less than $50,000, arbitration must take place by the submission of documents only, unless the parties agree otherwise in writing.
8.6 Any information or documents disclosed by a party under this clause 8 must be kept confidential and may only be used to attempt to resolve the Dispute.
8.7 The parties must equally pay the costs of any arbitrator.
8.8 Notwithstanding anything in clause 8, a party may at any time commence court proceedings in relation to a dispute or claim arising in connection with this agreement where that party seeks urgent interlocutory relief.

9 Termination

9.1 We may terminate the rights granted to you under this agreement without notice if you fail to comply with any provision of this agreement.
9.2 If we terminate your rights under clause 9.1:

1. 1. the licence granted under clause 7.2 is immediately revoked and you must cease accessing and using the Products;
   2. you are not entitled to any full or pro-rata refund of the Purchase Price; and
   3. accrued rights or remedies of a party are not affected.

9.3 Termination of this agreement will not affect clauses 3.3, 5, 6, 7, 8, 9.2, 9.3 and any other clause of this agreement which is expressly or by implication intended to come into force or continue after termination.

10 General

10.1 The laws of Queensland, Australia govern this agreement.
10.2 Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland, Australia and courts competent to hear appeals from those courts.
10.3 We may subcontract our obligations under this agreement.
10.4 Neither party is liable for any delay or failure to perform its obligations under this agreement to the extent that such failure is caused by a Force Majeure Event. However, nothing in this clause excuses payment of any money due for Products delivered.
10.5 A clause or part of a clause of this agreement that is illegal or unenforceable may be severed from this agreement and the remaining clauses or parts of the clause of this agreement continue in force.
10.6 If any provision of this agreement is or becomes illegal, unenforceable or invalid in any jurisdiction, it is to be treated as being severed from this agreement in the relevant jurisdiction, but the rest of this agreement will not be affected.
10.7 This agreement supersedes all previous agreements about its subject matter. This agreement embodies the entire agreement between the parties.
10.8 We may collect information relating to you (including Personal Information), retain that information in our customer database and use that information (including Personal Information) for purposes associated with our business, including marketing of other products and services of ours, a related entity or affiliate of ours. More information about the way we collect, use, and disclose Personal Information is set out in our Privacy Policy, available at https://madi.digital/privacy-policy/

11 Definitions and interpretation

Definitions
11.1 In this agreement:
Arbitration Rules means the Resolution Institute Arbitration Rules 2016.
Consequential Loss means:

1. 1. 1. loss of revenues;
      2. loss of reputation;
      3. loss of profits;
      4. consequential loss;
      5. loss of actual or anticipated savings;
      6. loss of bargain;
      7. indirect loss;
      8. lost opportunities (including opportunities to enter into arrangements with third parties); and
      9. loss or damage in connection with claims against you by third parties;
      10. loss or corruption of data.

Dispatch means making it available to you via online access or download.
Force Majeure Event means any occurrence, event or omission outside a party’s control and, and includes any of the following: a physical natural disaster including fire, flood, lightning or earthquake; war or other state of armed hostilities (whether war is declared or not), insurrection, riot, civil commotion, act of public enemies, national emergency (whether in fact or in law) or declaration of martial law; epidemic or quarantine restriction; ionising radiation or contamination by radioactivity from any nuclear waste or from combustion of nuclear fuel; confiscation, nationalisation, requisition, expropriation, prohibition, embargo, restraint or damage to property by or under the order of any government agency; law taking effect after the date of this agreement; disruption or unavailability of the internet; strike, lock-out, stoppage, labour dispute or shortage including industrial disputes that are specific to a party or the party’s subcontractors; and failure of any of Madi Digital’s third party service providers to provide services, including hosting services.
Government Agency means

1. 1. a government or government department or other body;
   2. a governmental, semi-governmental or judicial person; or
   3. a person (whether autonomous or not) who is charged with the administration of a law.

Government Charges means any Government Agency-imposed import duties, levies or imports or any goods and services tax, sales,
transaction, use, excise, gross receipts, value added, property or other taxes or duties of any kind applicable to the Products or Services.
Intellectual Property Rights means all industrial and intellectual property rights, both in Australia and throughout the world, and includes any copyright, moral right, patent, registered or unregistered trade mark, registered or unregistered design, registered or unregistered plant breeder’s right, trade secret, know-how, right in relation to semiconductors and circuit layouts, trade or business or company name, indication or source or appellation of origin or other proprietary right, or right of registration of those rights.
Material includes:

1. 1. 1. literary, dramatic, musical, and artistic works, sound recordings, cinematograph films, broadcasts, and published editions of works as defined by the Copyright Act 1968 (Cth); and
      2. software, source code, object code, designs, test cases, documents, equipment, reports, records, manuscripts, manuals, technical information, customer lists, studies, plans, charts, drawings, images, calculations, tables, trade marks, logos, schedules and data stored by any means

Order means an order made under clause 2.1 by you for the supply of Products.
Personal Information has the meaning given to that term by the Privacy Act 1988 (Cth).
Product means the digital goods offered for sale by us.
Purchase Price in respect of a Product means the purchase price and cost of delivery for that Product as specified by us.
Resolution Institute means the Resolution Institute ACN 008 651 232, a company limited by guarantee, and any successor organisation.
Madi Digital IP has the meaning given to it in clause 7.1.
Madi Digital Materials means any Material:

1. 1. created, invented or conceived by Madi Digital or any person at the direction of Madi Digital prior to or independently of this agreement; or
   2. provided by or to which access is given by Madi Digital to you for the purposes of this agreement.

Website means https://madi.digital, operated by us.
Interpretation
1.2 In this agreement:

1. 1. the meaning of any general language is not restricted by any accompanying example, and the words ‘includes’, ‘including’, ‘such as’ or ‘for example’ (or similar phrases) do not limit what else might be included;
   2. no rule of construction applies in the interpretation of this agreement to the disadvantage of the party preparing the agreement on the basis that it put forward this agreement or any part of it; and
   3. a reference to a party is a reference to us or you, and a reference to the parties is a reference to both the us and you.