Terms & Conditions.

  1. Agreement

    This Agreement governs the relationship between MaDSam Solutions Pty Ltd (“Mediary”) and the Subscriber (“You”, “Your”), and Your use of the Services.

  2. Services

    1. In consideration for You paying the Subscription Fee, Mediary will supply Content and the subsequently manage the uploading of Chosen Content onto the Supported Platforms which You use have a valid account, via Mediary’s software which is delivered through the site www.mediary.com.au (“Services”).
    2. You acknowledge that the Services interoperate with several Supported Platforms, and that the Services provided are highly dependent on the availability of such Supported Platforms. If at any time any Supported Platforms cease to make their programs available to Mediary on reasonable terms, Mediary may be unable or cease to provide such features to You as a part of the Services.
  3. Content

    1. Availability of Content

      1. From time to time Mediary will make available to You (and other subscribers) a range of Content from which You may select Your Chosen Content.
      2. Because the Content is made available to all of Mediary’s subscribers, Mediary gives no assurance to You that a preferred piece of Content will available at the time of selection.
    2. Limits on Chosen Content

      For each Account which You hold, in each week (being Monday to Sunday) You will be entitled to select up to the Content Limit.

    3. Multiple Accounts

      A Subscriber with multiple Accounts may allocate such Accounts to such of its Authorised Users as it sees fit.

    4. No representation

      Whilst Mediary endeavours to ensure that only high quality and accurate Content is made available through the Services, Mediary makes no representation and shall have no liability or obligation whatsoever in relation to the Content and You acknowledge that Mediary is acting as a passive conduit for the online distribution and publication of the Content.

  4. License

    1. Terms

      1. Mediary grants You an exclusive, non-transferable license to use [and to modify] the Chosen Content as follows:
        1. for blog Content, perpetual;
        2. for evergreen content, for one year from the date of selection.
      2. You acknowledge that Mediary may grant other licenses in respect of Chosen Content to third parties who do not ordinarily reside or conduct business within the Territory.
    2. Ownership of Content

      Subject to the terms of any license granted herein, Mediary retains all right, title and interest in all Content.

  5. Accessibility and Use

    1. Access

      Mediary will use commercially reasonable efforts to make the Services available to You and Your Authorised Users for the number of Accounts purchased by You.

    2. No Guarantee

      Mediary:

      1. does not guarantee the uptime of the Services; and
      2. will not be liable for any damages caused by Your inability to access the Services as a result of network or server downtime, transmission problems or otherwise.
    3. Maintenance

      1. Mediary may perform scheduled maintenance on its website from time to time.
      2. In addition, Mediary may in its sole discretion need to perform emergency or unscheduled maintenance. These maintenance activities may cause interruptions to access to the Services.
      3. Mediary will use reasonable efforts to inform You in advance of any such Service access interruptions and their anticipated duration.
    4. Account Use

      You shall:

      1. use the Content in a lawful manner which is not in breach of any laws, statutes, by-laws, regulations or other guidelines or conditions imposed by any body affecting You including industry, statutory or governmental bodies;
      2. be responsible for all activities that occur under its and Authorised Users’ usernames, passwords or Accounts or as a result of its or Authorised Users’ access to the Services, and agrees to notify Mediary immediately of any unauthorised use;
      3. be responsible for its Authorised Users compliance with this Agreement;
      4. be liable for the accuracy and legality of all information provided by it, or on its behalf, as part of the Services;
      5. immediately notify Mediary of any attempted unauthorised access to an Account, including any loss, theft or unauthorised disclosure of Your user name, password or account details; and
      6. not attempt to reverse engineer, de-compile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Services, any third-party use of the Services.
    5. Suspension of Services

      Mediary may suspend the Services and access to Your Account(s) if:

      1. You, or an Authorised User of Yours, do any act that degrades the performance of the Services; or
      2. You have not paid the Subscription Fees in accordance with this Agreement.
    6. Intellectual Property

      Mediary or its licensors retain all ownership and intellectual property rights to the Services any improvements thereto.

  6. Subscription Fees

    1. Payment

      You must pay the Subscription Fee to Mediary monthly in advance for the period to which the Subscription Fee relates.

    2. Credit Card Charges

      Payment of Subscription Fees by credit card will incur additional charges as follows:

      1. 1.75% plus 30 cents on domestic credit cards; and
      2. 2.9% plus 30 cents on American Express and international credit cards.
  7. Warranty and Indemnity

    1. Warranty

      There are no express or implied warranties including, without limitation, warranties of merchantability or fitness for a particular purpose or use with respect to the Services or any information available through the Services.

    2. Indemnity

      You indemnify and hold harmless Mediary against any claims arising out of or in connection with the promotion or other use of the Content by You, Your employees or agents.

  8. Liability

    1. To the extent permitted by law (including but not limited to the Competition and Consumer Act 2010 (Cth)), all conditions, terms and warranties which are not expressly provided in this Agreement are excluded. To the extent permitted by law, Mediary’s liability is limited (at Mediary’s election) to one of the following:
      1. resupplying the Services; or
      2. paying the cost of having the Services supplied again.
    2. In no event will Mediary be liable for damages, direct, indirect, special or consequential (including lost profits) in connection with the use of the Services.
  9. Term and Termination

    1. Term of Agreement

      The Agreement commences with effect from the date of this Agreement and shall continue until terminated in accordance with clause 9.2.

    2. Termination

      1. Mediary may terminate the Agreement for its convenience at any time by giving written notice to You, in which case Mediary will refund to You any unused portion of the Subscription Fees.
      2. You may terminate the Agreement on one month’s written notice to Mediary.
      3. If You breach this Agreement and such breach is not rectified within 7 days of being notified of the breach or the breach, in Mediary’s view, cannot be remedied, then Mediary may immediately terminate this Agreement by written notice to You, and no refund for any unused portion of the Subscription Fees will be given.
  10. Effect of Termination

    Immediately upon the expiration of a subscription period or termination of this Agreement You:

    1. must pay to Mediary all moneys then due and owing by You to Mediary; and
    2. will have no further access to Your Accounts.
  11. General

    1. Confidentiality

      All parties agree to keep Confidential Information of the other confidential and to ensure it is not disclosed except with the prior written consent of the other party, or where the disclosure is required or permitted by law or by the rules of any stock exchange to which the party is subject.

    2. Assignment

      You cannot assign its interest in this Agreement unless Mediary gives prior written consent.

    3. Entire Agreement

      This Agreement is the entire agreement between both parties as to its subject matter.

    4. No Partnership

      Nothing in this Agreement contained shall be construed as placing the parties in a relationship of partners or joint venturers nor shall anything herein be deemed to constitute You an agent of Mediary.

    5. GST

      1. Unless otherwise stated, all amounts are GST exclusive, and the recipient of services under this Agreement must pay to the supplier of the services the GST component in respect of the supply made, at the same time as payment for the supply to which it relates.
      2. Any amount to be reimbursed or paid under an indemnity shall be the sum of the amount of the reimbursable expense net of input tax credits and, if the recovery is a taxable supply, any GST payable.
      3. The supplier of all taxable supplies must provide the recipient with a valid tax invoice before payment.
    6. Waiver

      Any waiver of rights can only be in writing and is effective only to the extent set out in the waiver.

    7. Amendment

      This Agreement can only be amended in writing.

    8. Governing Law

      This Agreement is governed by Queensland law.

  12. Definitions

    • Account means a single subscription associated with a single log-in assigned to a Subscriber.
    • Agreement means these terms and conditions any subscription or online form used to order the Services.
    • Authorised User means an employee, agent or contractor of Yours who has been authorised to use the Services on Your behalf.
    • Chosen Content means Content that has been chosen by You or an Authorised User and uploaded on Your Supported Platforms by Mediary as part of the Services.
    • Confidential Information means any information of a confidential nature communicated by one party to the other including a party’s operations, business or customers, marketing and financial data, concepts, marketing and financial data, trade secrets, know-how, technical, economic or other information.
    • Content means all content supplied by Mediary, including but not limited to articles, memes, blog posts, and images.
    • Content Limit means the total number of articles, memes, blog posts, and images assigned to an Account as set out in the subscription form.
    • Subscription Fees means $250 plus GST per month for each Account purchased by You.
    • Supported Platforms means the social networking sites compatible with the Services including Facebook, Twitter and any other platforms notified to You by Mediary from time to time.
    • Territory means the postcode of the area in which You ordinarily reside or conduct Your business.