Sportsplay - Share your Passion

Effective Date: 17 September 2007

Introduction

Welcome to sportsplay.net.au (the “Website”), the exciting sports-oriented online social network where members build and extend strong relationships, via their real-world sports activities, with their team-mates, other fans, and their officials and administrators online. The Website is operated by Prime DigitalWorks Pty Ltd, ACN 063 959 357 (“PDW”, “We”, “Our”). (‘iPrime SportPlay’). The services offered by PDW include the Website, the internet messaging service (the “Messaging Service”), and any other features, content, functionality or applications offered from time to time by PDW in connection with the Website (collectively, the “PDW Services”).

This Terms of Use Agreement (the “Agreement”) sets forth the legally binding terms for your use of the PDW Services. By using the PDW Services, you agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse the Website) or you are a “Member” (which means that you have registered as a member on the Website). The term “User” refers to both a Visitor and a Member. You are only authorized to use the PDW Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and regulations, and the terms of this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave the Website and discontinue use of the PDW Services immediately. If you wish to become a registered user, communicate with other users and make use of the PDW Services, you must read this Agreement and indicate your acceptance during the registration process. This Agreement includes our policy for acceptable use of the PDW Services and content posted on the Website, your rights, obligations and restrictions regarding your use of the PDW Services and PDW’s Privacy Policy and the Website Safety Guidelines for Website Users. By uploading content or information to the Website and/or PDW Services, you consent to the disclosure or collection of your personal and/or sensitive information.

Unless otherwise provided by the additional terms and conditions applicable to the PDW Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. You may receive a copy of this Agreement by emailing us at: admin@iprime.com.au, Subject: Terms of Use Agreement.

We may modify this Agreement from time to time and such modification shall be effective upon posting by PDW on the Website. You agree to be bound to any changes to this Agreement when you use the PDW Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

As a registered user you have the ability to create a profile to share information about yourself, your team and your club on the Website (a “Profile”). Please carefully choose the information that you post on the Website and that you provide to other Users. Your Profile may not include the following items: telephone numbers, street addresses, and any photographs or videos containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Despite this prohibition, information provided by other Users (for instance, in their Profile) may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and PDW assumes no responsibility or liability for this material. If you become aware of misuse of the PDW Services by any person, please inform us by contacting PDW or click on the “Report” button on any Users profile page, or click on the “Report” link on the detailed photo or video pages.

PDW reserves the right, in its sole discretion, to reject, refuse to post, or remove any posted content (including private messages) by you, or to re-post content, or to restrict, suspend, or terminate your access to all or any part of the PDW Services at any time, for any or no reason, with or without prior notice, and without liability.

Your use of the PDW Services is subject to the following specific terms:

1. Eligibility. Use of and registration for the PDW Services is void where prohibited. By using the PDW Services, you represent and warrant that:
   1. all registration information you submit is truthful, accurate and up to date;
   2. all information you post on the PDW Services including your Profile is truthful and accurate;
   3. you will maintain the accuracy of all such information;
   4. you are 13 years of age or older; and
   5. your use of the PDW Services does not violate any applicable law or regulation.

   Your Profile may be deleted and your user registration may be terminated without warning, if we believe that you are under 13 years of age.

2. Term. This Agreement shall remain in full force and effect while you use the PDW Services or are a registered user. You may terminate your registration and/or your Membership at any time, for any reason.

   We may terminate your user registration and/or your membership at any time, and for any reason, without warning including if at any tine you breach this Agreement. Even after user registration is terminated, this Agreement will remain in effect, including sections 5-16.

3. Fees. You acknowledge that we reserve the right to charge fees for the use of the PDW Services and to change fees from time to time at our sole discretion. If we terminate your user registration because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of such fees.
4. Password. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the user account or password of another Member at any time or to disclose your password to any third party. You agree to notify PDW immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.
5. Non-commercial Use by Registered Users. The PDW Services are for the personal use of registered users only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by PDW. Illegal and/or unauthorized use of the PDW Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Profiles without notice and may result in termination or suspension of user registration and/or Membership. Appropriate legal action will be taken for any illegal or unauthorized use of the PDW Services.
6. Proprietary Rights in Content on the Website. Except as otherwise expressly authorized by a user, PDW does not claim any ownership rights in the text, information, files, images, photos, videos, sounds, musical works, works of authorship, or any other materials (collectively, “Content”) that you upload, display or publish (“post”) to the Website. After posting your Content to the Website , you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. By posting any Content on or through the Website, you hereby grant to PDW and its sponsors and affiliates a non-exclusive, fully-paid, royalty-free, sublicensable, worldwide limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content.

   Without this license, we would be unable to provide the PDW Services. The license you grant to PDW is non-exclusive (meaning you are free to license your Content to anyone else in addition to PDW), fully-paid and royalty-free (meaning that PDW is not required to pay you for the use on or in connection with the PDW Services of the Content that you post), sublicensable (meaning that PDW is able to share the Content with its sponsors, affiliates and subcontractors), and worldwide (because the Internet and the PDW Services are global in reach).

   You represent and warrant that:

   1. you own the Content posted by you on or through the PDW Services, or otherwise have the unrestricted right to grant the license set forth in this section; and
   2. the posting of your Content on or through the PDW Services does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person.

   You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you, to or through the PDW Services.

   The Website and the PDW Services contain content of PDW and its sponsors and affiliates (“Content”). Such Content is protected by copyright, trademark, patent, trade secret and other laws, and PDW owns or has the right to use, and retains all rights in the Content and the PDW Services. We hereby grant you a non-exclusive, revocable, nonsublicensable, limited license to reproduce and display the PDW Content (excluding any software code) solely for your personal use in connection with viewing the Website and using the PDW Services.

   You may not adapt, reproduce, store, distribute, transmit, print, display, publish or create derivative work from any material downloaded from the Website or another site linked to the Website, without crediting the source.

   The PDW Services contain Content of users, sponsors, affiliates, and other PDW licensors. Except for Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on the Website or through the PDW Services.

7. Content Posted. You are solely and legally responsible for:
   1. the Content that you post on the Website or through any of the PDW Services,
   2. any material or information that you transmit to other users through the Messaging Service or otherwise, and
   3. for your interactions with other users.

   PDW does not endorse and has no control over the Content. Content is not necessarily reviewed by us prior to posting and does not necessarily reflect the opinions or policies of PDW. We make no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other users.

8. Content/Activity Prohibited. The following is a partial list of the kind of Content (which includes, but is not limited to, Members details) that is illegal or prohibited to post or transmit on or through the PDW Services (“Prohibited Content”). We are not liable or in any way responsible for Prohibited Content posted by Users. We reserve the right to investigate and take appropriate legal action against anyone who, in PDW’s sole discretion, violates this provision, including without limitation, removing the Prohibited Content from the Website or the PDW Services and terminating the user registration of such violators.

   If at any time PDW chooses, in its sole discretion, to monitor the Website or the PDW Services, PDW nonetheless assumes, no responsibility for Prohibited Content, no obligation to modify or remove any Prohibited Content, and no responsibility for the conduct of the user submitting any such Content.

   Prohibited Content includes, but is not limited to Content that, in the sole discretion of PDW:

   • is unlawful or contravenes any State, Territory or Commonwealth law, including the Broadcasting Services Act 1992 (Cth);
   • contains viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of other computer software or hardware;
   • is patently offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
   • harasses or advocates harassment of another person;
   • exploits people in a sexual or violent manner;
   • contains nudity, violence, or offensive subject matter or contains a link to an adult website;
   • solicits personal information from anyone under 18;
   • provides any telephone numbers, street addresses, last names, URLs or email addresses that would allow Users to identify or contact another individual;
   • promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, fraudulent, indecent, upsetting, vulgar, obscene, defamatory or libelous;
   • promotes an illegal or unauthorized copy of another person’s copyrighted work;
   • involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”;
   • contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
   • furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
   • disrupts the flow of dialogue between, or negatively effects Members;
   • solicits passwords or personal identifying information for commercial or unlawful purposes from other users;
   • involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
   • includes a photograph or image of another person that you have posted without that person’s consent; or
   • you post on behalf of a suspended or prohibited member;
   • uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the Profile;
   • relates to another person or constitutes “Sensitive Information” as defined in the Privacy Act 1988 (Cth), including information or an opinion about another person whose identity is obvious or can be easily determined, that is about another persons racial or ethnic origin, political opinions, membership of a political association, religions beliefs or affiliations, philosophical beliefs, membership of a professional or trade association, membership of a trade union, sexual preferences or practices, criminal record, health information or genetic information, whether that information is true or not;
   • posts advertisements, promotional materials or solicitations of business, or
   • impersonates or represents another person.

   The following is a partial list of the kind of activity that is illegal or prohibited on the Website and through your use of the PDW Services (“Prohibited Activity”). PDW reserves the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities.

   Prohibited Activity includes, but is not limited to activity in the sole discretion of PDW that is:

   • criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
   • advertising to, or solicitation of, any user to buy or sell any products or services through the PDW Services other than someone authorized by PDW. You may not transmit any chain letters or junk email to other users. It is also a violation of this Agreement to use any information obtained from the PDW Services in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent. In order to protect our users from such unauthorized advertising or solicitation, PDW reserves the right to restrict the number of internal messages that a User may send to other Users in any 24-hour period to a number which PDW deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, messages or other unsolicited communications of any kind through the PDW Services, you acknowledge that you will have caused substantial harm to PDW, but that the amount of such harm would be extremely difficult to ascertain.
   • covering or obscuring the banner advertisements on your personal profile page, or any other page on the Website by means of HTML/CSS or any other means;
   • any automated use of the system, such as using scripts to add friends or send comments or messages;
   • interfering with, disrupting, or creating an undue burden on the PDW Services and or the Website the networks or services connected to the PDW Services and/or the Website;
   • attempting to impersonate another user or person;
   • using the account, or password of another user at any time or disclosing your password to any third party or permitting any third party to access your account;
   • selling or otherwise transferring your Profile;
   • using any information obtained from the PDW Services in order to harass, abuse, or harm another person;
   • displaying an advertisement on your Profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the PDW Services and/or the Website on behalf of that person, such as placing commercial content on your Profile, posting blogs or bulletins with a commercial purpose, selecting a profile with a commercial purpose as one of your Profile “friends”, or sending private messages with a commercial purpose; or
   • using the PDW Services and/or Website, in a manner inconsistent with any and all applicable laws and regulations.

   By accepting the terms of this Agreement, you agree:

   • not to use, launch or install, or use or launch any program whatsoever which masks the identity of the user or which may inturn use, launch or install any malicious software, badware, malware, deceptive adware or the like which may amongst other things delete data on the computers of Users, steal personal information such as passwords, credit card numbers, alter search results, track the moves of Users and/or feed such information back to third parties;
   • not to use or launch any automated system, including without limitation, “robots”, “spiders” and “offline readers” that accesses the Website in a manner that sends more request messages to the Website servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web-browser. Notwithstanding the foregoing, we grant the operators of public search engines permission to use spiders to copy materials from the Website for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. We reserve the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communications systems provided by the Website for any solicitation purposes. You agree not to solicit, for commercial purposes any Users or Members with respect to their submissions; and
   • not to infringe the Intellectual Property rights to another person in relation to any intellectual industrial or commercial property, or right of a proprietary nature, including:
     1. any patent, trademark, service mark or design;
     2. any business, trade or commercial name or designation, brand name, internet website or domain name, logo, symbol, source indication or origin appellation; and
     3. any confidential information,

   whether registered or unregistered.

9. Copyright Policy. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other confidential or proprietary information belonging to others without obtaining the prior written consent of the owner of such materials or rights. It is the policy of PDW to terminate the user registration of any user who repeatedly infringes the copyright or intellectual property rights of others upon receipt of proper notification to PDW by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the PDW Services and/or Website in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:
   1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
   2. a description of the copyrighted work that you claim has been infringed;
   3. a description of where the material that you claim is infringing is located on the PDW Services and/or Website;
   4. your address, telephone number, and email address;
   5. a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
   6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

   PDW’s Copyright Agent for notice of claims of copyright infringement can be reached as follows:

   General Manager – Production
   Prime Digital Works Pty Limited
   Suite 132
   19-21 Jones Bay Wharf
   26-32 Pirrama Road
   PYRMONT NSW 2009

10. User Disputes. You are solely responsible for your interactions with other Website Users. PDW reserves the right, but has no obligation, to monitor disputes between you and other Users.
11. Privacy Policy and Safety Guidelines for Website Users. The use of the PDW Services is also governed by the Website Privacy Policy and the Safety Guidelines for Website Users, which are incorporated into this Agreement by this reference.
12. Disclaimers. Use of this website is at your sole risk. PDW is not responsible for any incorrect or inaccurate Content posted on the Website or in connection with the PDW Services, whether caused by Users of the PDW Services or by any of the hardware, software or functionality associated with or utilized in the PDW Services. Profiles created and posted by users on the Website may contain links to other websites. PDW is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by PDW. Inclusion of any linked website on the Website or PDW Services does not imply approval or endorsement of the linked website by PDW. When you access these third-party sites, you do so at your own risk. PDW takes no responsibility for third party advertisements which are posted on this PDW Website or through the PDW Services, nor does it take any responsibility for the goods or services provided by its sponsors, advertisers, strategic partners or affiliates. PDW is not responsible for the conduct, whether online or offline, of any User of the PDW Services and/or Website. PDW assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Profile, Content or communication. PDW is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, due to technical problems or traffic congestion on the Internet or on any of the PDW Services, Website or combination thereof, including any injury or damage to Users or to any person’s computer related to or resulting from participation or downloading materials in connection with the PDW Services or Website.

    Under no circumstances shall PDW be responsible for any loss or damage, including or Website personal injury or death, resulting from use of the PDW Services, attendance or participation in a PDW event or promotion, from any Content posted on or through the PDW Services, or from the conduct of any Users of the PDW Services or Website, whether online or offline. The PDW Services and Website are provided to the fullest extent permitted by law,”AS-IS” and as available, and PDW expressly disclaims, to the fullest extent permitted by law, any warranty of fitness for a particular purpose or non-infringement. PDW cannot guarantee and does not promise any specific results from use of the PDW Services or the Website.

13. Limitation on Liability. In no event shall PDW be liable to you or any third party for any indirect, consequential, exemplary, incidental, special or punitive damages, including lost profit damages arising from your use of the services or the Website, even if PDW has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, PDWs liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to PDW for the PDW Services during the term of your use of the PDW Services and/or Website.

14. Indemnity. To the fullest extent permitted by law, you agree to defend, indemnify and hold harmless, us, our officers, directors, employees, contractors, agents or related bodies corporate for any liabilities, claims, demands, losses, costs and expenses (including without limitation legal costs), or for any direct, indirect, incidental, special, punitive or consequential damages, whatsoever resulting from:
    1. your use of and access to the Website and/or the PDW Services;
    2. any breach of your obligations under these Terms and Conditions and our Privacy Policy and Safety Recommendations;
    3. your violation of any third party right, including but not limited to any Intellectual Property Rights or privacy right; and
    4. any claim or action brought or threatened by another person based on any facts which if substantiated, would constitute a breach by you, or a breach by any person using your password, whether or not you have authorised that person to use your password, of your obligations under these Terms and Conditions or any of the warranties given by you under these Terms and Conditions.
15. Recommendation. You should take your own precautions to make sure that the process which you use for accessing the Website does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system. We do not accept responsibility for any interference or damage to your own computer system which arises in connection with your use of the Website or any Linked Website.

    Whilst we have no reason to believe that any information contained on the Website is inaccurate, we do not warrant the accuracy, adequacy or completeness of such information, nor do we undertake to keep the Website updated. We do not accept liability for loss or damage resulting from any action taken or reliance made by you on any material or information obtained through the Website or the PDW Services and it remains your responsibility to evaluate the accuracy, completeness and usefulness of any such information. You should make your own inquiries and seek independent advice from relevant industry professionals before acting or relying on any information or material which appears on the Website or the PDW Services.

16. Disputes. If there is any dispute about or involving the PDW Services, you agree that the dispute shall be governed by the laws of the State of New South Wales, Australia, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the Australia located in Sydney, New South Wales. Either PDW or you may demand that any dispute between PDW and you about or involving the PDW Services must be settled by arbitration under the Rules for the Conduct of Commercial Arbitration of the Institute of Arbitrators of Australia applicable at the time of submission in Sydney, New South Wales, Australia provided that the foregoing shall not prevent PDW from seeking injunctive relief in a court of competent jurisdiction.
17. Waiver. Any failure or delay by any party to exercise any right under these Terms and Conditions shall not operate as a waiver and the single or partial exercise of any right by that party shall not preclude any other or further exercise of that or any other right by that party.
18. Other. This Agreement is accepted upon your use of the Website or any of the PDW Services and is further affirmed by you becoming a User. This Agreement constitutes the entire agreement between you and PDW regarding the use of the PDW Services. The failure of PDW to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

If you have any questions regarding this Agreement, please contact us at:

General Manager – Production
Prime Digital Works Pty Limited
Suite 132
19-21 Jones Bay Wharf
26-32 Pirrama Road
PYRMONT NSW 2009

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.