Terms of Service

This Agreement is made and entered into by the by the registering to use this service by and between you the Vendor and Art Dept (nsw) Pty Ltd, proprietor of the Addmine site and hereafter referred to as "Addmine". Addmine and Vendor shall be referred to herein individually as a "Party" or collectively as the "Parties" who agree as follows: 

Grant of Rights. Vendor grants to Addmine the non-exclusive right to market and distribute Products by and from the Internet to a world wide market, to resellers or directly to customers as reseller’s agent, at Addmine's sole expense, subject to the terms of this Agreement. This agreement does not include automatic CD distribution rights where product security can be an issue without the prior permission and approval of the Vendor in writing.

New and Discontinued Products. Vendor agrees to notify Addmine of new Products and maintain that the latest upgrades are available.

Reviews. Listing of all submissions is by the final discretion of Addmine.

Termination. This Agreement will continue in effect from the time of this online registration by the Vendor and such time as written notice is given by either Party to terminate, such termination being effective within thirty (30) days of said notice and the date of service being after a minimum three (3) month active period.

Immediate Termination. Both Addmine and the Vendor may at their discretion terminate this agreement upon served notice if it is deemed that any of the products listed have been exposed to piracy, reverse engineering or imitation as a result of familiarity through contact with Addmine, its agents or  parties.

Assignment. This Agreement may not be assigned by either Party without the express written approval of the other party.

Notices. All notices and demands hereunder shall be in writing and shall be served on the receiving Party via certified or registered mail, return receipt requested email or by nationally-recognized private express courier, and shall be deemed complete upon receipt.

Governing Law. This Agreement shall be governed by and construed according to the State and Commonwealth laws of Queensland in Australia.

Relationship of the Parties. Each Party is acting as an independent contractor and not as an agent, partner, or joint venture with the other Party for any purpose.

Survival of Certain Provisions. The indemnification, confidentiality, and payment obligations set forth in the Agreement shall survive the termination of the Agreement by either Party for any reason.

Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the relevant arbitration laws of New South Wales in Australia, and shall be held within 30 miles of Addmine’s headquarters. Any arbitration proceeding and the judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. In any legal action between the Parties hereto concerning this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys fees and costs.

Intellectual Property Rights. Addmine agrees that the Products provided hereunder, and any copies thereof, in whole or in part, and all intellectual property rights, including without limitation, patent, copyright, trademark, trade secret, and any other intellectual or industrial property rights, are and shall remain the sole property of Vendor, and that all rights thereto are reserved by Vendor. Addmine agrees that it will not create derivatives of any Product, nor use, copy, disclose, sell, assign, sublicense, or otherwise transfer any Product except as expressly authorized in the end-user license agreement for such Product. Vendor acknowledges that Addmine owns the content of any information developed by Addmine in exploiting the rights granted herein. Addmine is prohibited from the disassembly or decompilation of the object code or the disclosure of any other aspect of the workings of the Products without the prior written consent of Vendor.

Piracy. Each Party agrees to take strict measures to secure the Products from piracy, and in the event that any piracy is discovered, to notify the other Party, and to take measures to deter further piracy.

Confidentiality. Each Party will treat all information received or gained from the other Party in confidence. Only by written agreement between the Parties can information about any aspect of the agreements, relationships, products, plans or details of the other Party’s business be divulged to a third party unless it is lawfully required to be disclosed by any governmental agency or otherwise required to be disclosed by law.

Vendor’s Representations and Warranties. Vendor represents and warrants that it owns, or has valid and current distribution licenses to the Products and all components, and that no provision of this Agreement violates any prior agreements between Vendor and any third parties and that this Agreement has been duly authorized, executed and delivered by Vendor and constitutes a legal, valid and binding obligation of Vendor enforceable against Vendor according with its terms, that the Vendor owns or has administration rights to title and interest in and to the trademarks and intellectual property to be provided to Addmine and included in the Products and the packaging of the Products, (v) Vendor has obtained any applicable export licenses for the Products which are required under  any other applicable law, (vi) and Vendor hereby certifies that the Products are Y2K Compliant.

Addmine’s Representations and Warranties. Addmine represents and warrants that it has the right and authority to enter into this Agreement and to perform its obligations hereunder.

Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES AND PRODUCTS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES.

Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, ARISING FROM ANY PROVISION OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.