Back to Term and Conditions
This document is a legal agreement between you (“you” or “Employer”) and Vumero Pty Ltd (“Vumero.com”), an Australian Corporation with corporate offices in Melbourne, Australia. These Employer’s Terms and Conditions (“Agreement”) sets forth the provisions under which the Employer may use the site for the purpose of purchasing services and products.
1. Term
The initial term of this agreement shall be a period of one (1) year from the Effective Date. Thereafter, the agreement shall automatically renew for subsequent one (1) year terms. At any time, either party may terminate this agreement, with or without cause, upon thirty (30) days prior written notice. Vumero.com reserves the right to immediately terminate any Employer who commits fraud, slander, a denial-of-service attack, or commits any other action which it deems inappropriate. Neither party has made any commitments regarding the duration or renewal of this agreement beyond those stated herein.
2. Employer’s Obligations
Employer will use the site to post jobs for Professionals. Upon acceptance of a bid the Employer will provide funds for escrow with Vumero.com. Vumero.com reserves the editorial right to reject any jobs or Employer for financial or other reasons. All information provided by Employer shall be true, accurate and up-to-date at all times, including, but not limited to, information contained within a jobs, information concerning intellectual property ownership and rights thereto, and credit information. If the Employer does not own the information, they agree to assume sole and complete responsibility for ensuring that the owner of all information has given all necessary permission to make the information available to other parties, whether to the general public or to specific groups or individuals. This permission must be royalty-free and grant the person(s) who see the information the non-exclusive right-to-use, transmit, modify, or display it as may be required to respond to a Jobs and in order for Vumero.com to review the Jobs and post the information for access by Bidders.
Employer agrees not to post requests for illegal jobs and/or services (including but not limited to cracking, hacking and virus software/services), ‘free’ work or work whose only compensation is profit sharing, or requests that are deemed by Vumero.com to be offensive or inappropriate. Doing any of the above can result in immediate account termination and expulsion, at the discretion of Vumero.com. Employer has read, understands and agrees to abide by all the terms under “Terms and Conditions” (which deal with general site usage and other such issues).
As Vumero.com provides its service in return for a Vumero.com fee paid by the Professional, the Employer agrees not to contact any Professionals outside of the site (by email, phone, etc.) before the Employer’s money is escrowed. Doing so can result in immediate account termination and expulsion, at the discretion of Vumero.com.
Copyright Negotiations
Employer and Professional may agree to the transfer of intellectual property rights (which includes, but is not limited to the transfer of copyright, patent and trademark rights). They may do this by negotiating and then documenting the terms in the ‘entire jobs’ on the site (see later definition). Both parties agree that any such agreement is legally binding, in accordance with any Australian and International laws that may apply. Both parties also acknowledge that any such agreement is exclusively between themselves and the other party and does not involve Vumero.com in any manner whatsoever. Both parties agree to defend, indemnify and hold harmless Vumero.com, for any third-party claims which may arise from said agreement. Vumero.com reserves the right to take action against a party that it determines has breached an intellectual property agreement (under the rules against ‘fraud’ elsewhere in this contract).
Copyright forfeit
Should Employer’s method of payment later be found to be invalid (i.e. including but not limited to the use of a fraudulent or invalid credit card, PayPal account, or bounced check), the Employer will forfeit all copyrights to completed work and will immediately turn over all work in their possession. Copyright will return to the Professional, unless Vumero.com (at its sole and exclusive option) chooses to pay the Professional the outstanding amount defaulted on by the Employer, in which case copyright will pass to Vumero.com. Vumero.com warns Employers that it intends to prosecute all fraudulent purchases to the fullest extent of the law.
Access To Deliverables and Systems
Employer understands and agrees that Vumero.com may be called upon by the Professional, a third party, or a self-initiated investigation to examine the work that was delivered. Employer agrees to make available to Vumero.com all deliverables and access to systems necessary to fully and completely investigate the allegations. On jobs where source code is involved, this is also included. Vumero.com agrees not to copy, acquire, sell, barter, trade, or use anything given to it in this manner, and agrees not to use it in any manner other than to verify that work was performed as contracted. The prohibitions in the preceding sentence shall apply to Vumero.com, regardless of whether or not the job enters arbitration. If a non-disclosure agreement is required by the Employer before accessing the above, Vumero.com and the Employer will make all reasonable arrangements. Employer is highly recommended to ensure that Vumero.com has access only to the things that it requires to perform the above, and not grant access above and beyond this. Additionally, Employer agrees that they (and not Vumero.com) are responsible for safeguarding all of their property in advance of providing access, using industry accepted standards when allowing access to an external party. This includes but is not limited to backing up all systems, deliverables, data, source code, etc. that could or might be affected by the level of access being granted by the Employer to Vumero.com. Vumero.com will exercise utmost care in conducting testing. But ultimately Employer agrees that Vumero.com is not responsible for any inadvertent changes that might occur, including possible decreased functionality or loss of data that might result from testing.
Advance Payments
An Employer who makes an advance payment completely circumvents and nullifies all the built-in Employer protections of the Vumero.com site Escrow system. Employer understands and agrees that if they make an advance payment, the funds are non-refundable and will not be returned to them under any circumstances, whatsoever. Employer further agrees to exonerate Vumero.com of any and all liability concerning such funds.
Rating
Employer has the right to rate Professionals on completed transactions and transactions that are cancelled in Employer’s favor. However, to prevent retaliatory ratings, Vumero.com may hide both parties’ ratings from public view until both parties have rated each other. If Employer does not rate the Professional within 2 weeks of the completion date of the jobs (or cancellation date, whichever is applicable), Vumero.com may then make any rating placed by the opposite party visible. Additionally, the Employer will forfeit the right to rate the Professional. Should Vumero.com (at its sole discretion) determine that an Employer’s rating is in inaccurate or in any way retaliatory in nature, then Vumero.com may amend, replace or delete the Employer’s rating, and a note about such may be placed as a public rating on the Employer’s account. An Employer who practices retaliatory ratings may be found in default of this Agreement and banned from the Site. Should the Employer demonstrate poor or inappropriate behavior (to be determined at the sole discretion of Vumero.com), Vumero.com reserves the right to publicly document such behavior via a rating and comment in the Employer’s profile. Such behavior includes (but is not limited to) losing an arbitration, refusing to cooperate with an arbitration, and sending abusive communications to the other party or to Vumero.com staff.
Use of English
Employer agrees to use English in all communications on the site to allow Vumero.com to properly arbitrate in the case of a dispute. Should the Employer violate this and Vumero.com determines it cannot deliver a fair arbitration, the Employer will forfeit arbitration.
Illegal Requests
Employer agrees to read and follow all Site rules regarding posting of jobs. Despite Vumero.com’s best efforts to prohibit jobs that violate either Vumero.com policy or Australian law, it cannot prevent all such jobs from being posted, as no system is perfect. Should an Employer, against the wishes of Vumero.com, post such a jobs, choose a Professional and Escrow funds, then Employer agrees that Vumero.com may cancel the jobs at any time. Employer also agrees that they forfeit rights to some or all of the funds (as detailed below) as well as forfeit all rights to any deliverables. Additionally, Employer will be ejected from the Site under the terms of ‘fraud’ and may be reported by Vumero.com to the proper authorities.
The forfeited fund amount shall be determined as follows, and is designed to fairly compensate a non-complicit Professional. If Vumero.com determines that the Professional is not complicit, then Vumero.com will determine the percentage of work completed by the Professional. That amount will be deducted from the Employer’s funds. Vumero.com will award the percentage to the Professional (minus any applicable Vumero.com fee as detailed elsewhere). Any remainder will be returned to the Employer (minus any cancellation fee as detailed elsewhere). The deliverables will NOT be released to the Employer. If Vumero.com determines the Professional was complicit then the Professional will receive no credits and the entire amount will be returned to the Employer (minus any cancellation fee as detailed elsewhere).
Limitation on allowed contract terms
Both Employer and Professional agree that any terms negotiated with another party that violates any of the following rules are NOT legal binding and are COMPLETELY NULL and VOID without the express prior written consent of Vumero.com. Any terms in which a party forfeits any of their rights in arbitration. This includes Professionals stipulating that the deliverables must be accepted “As is” or “Site unseen”, or Employers stipulating that their final approval of the work will override what the arbitrator determines in testing. Any terms which bind a party to work in perpetuity or forfeit their right to consent to a contract amendment. (Example: “Professional agrees to accept all additions to the scope of work that the Employer desires, until they are satisfied.”) Vumero.com may consider attempting to negotiate such terms grounds for account censure or termination under “fraud”.
Duplicate Accounts
The anonymous nature of the Internet makes it possible for an Employer who has had their account involuntarily terminated (or who received unfavorable ratings on that account) to create another account on the site and resume transacting business on the Site, against the will of Vumero.com. Vumero.com regularly monitors site profiles and activity for this sort of action, and should the Employer be determined by Vumero.com to have done this, Employer agrees that all jobs underway will be halted, and all funds dealt with per the section entitled “Illegal Requests”. Additionally, the account will be closed. Friends, family members and/or business associates are not allowed to create or transfer ownership of accounts to attempt to circumvent this rule, and all Professionals agree that if they are discovered to be participating in such a scheme, all accounts will be treated as duplicate accounts, per the above rules. Occasionally, a previously banned user approaches another legitimate Employer about ‘sharing’ their legitimate account. Vumero.com strongly advises Employers from participating in this sort of scheme. Employers whom Vumero.com determines have colluded with an illegitimate user will be considered illegitimate themselves and treated in the same terms as detailed above.
Parties explicitly not permitted to participate on the site
While Vumero.com reserves the right to restrict membership and use of the Site to anyone for any reason it deems appropriate, the following parties are never allowed to participate on the site:
(a) Parties living in countries with which Australia has an economic embargo prohibiting economic activity with.
(b) Parties whose participation on the site causes them a conflict of interest, including owners, partial owners, employees or contractors who are working or have worked for a competitor to any Vumero.com service.
If a party is discovered to fall into one of the above categories, their accounts will be closed. If they are a Professional, all funds in their account will be returned to the Employer, minus the Vumero.com fee (at the discretion of Vumero.com).
Fraudulent transactions
Employer agrees not to post any jobs to themselves (or to other accounts which they own), as doing this would unfairly inflate the receiver’s ratings, and could also be related to unethical or illegal monetary activities (such as money laundering or embezzlement). Employer understands that Vumero.com regularly monitors transactions for this type of behavior and agrees that if Vumero.com determines this has occurred, then Vumero.com can take the following action to ensure that the transactions do not continue. Employer agrees that Vumero.com may hold all funds on all accounts that are involved as a deposit for a period of one year. At the end of a year the Employer will receive the deposit back (not the Professional), but only if no additional fraudulent transactions have occurred on any of the accounts involved, and none of the accounts violate their contract in any additional way. If any of the accounts violates one or more of these conditions then all funds are forfeited to Vumero.com.
Disintermediation (and Opt-out)
Employer agrees to pay Professional exclusively through the payment channels made available on the site and will not bypass it by paying through other channels (i.e. “disintermediation”). Professional also agrees not to participate in disintermediation as well. If disintermediation occurs, both Employer and Professional agree to each pay a penalty fee to Vumero.com that is the greater of:
(a) All Vumero.com fees that would have been charged for all payments, plus a penalty of 20%.
(b) $5,000
Additionally, Vumero.com may (at its discretion) also close both accounts, and if so, all parties will additionally forfeit all unspent funds in those accounts. Employer and Professional authorize that the penalty fee can be assessed from either of them or a combination. They also authorize it can be obtained in any way necessary by Vumero.com, including charging of any credit cards on file. Both Employer and Professional also agree that if they request or encourage disintermediation, then they will be subject to the same penalties as the act of disintermediation itself. Both Employer and Professional agree to alert Vumero.com if another party requests, solicits or participates in intermediation.
Opt-out options
A specific Employer can pay a specific Professional directly and bypass the site (disintermediation), without penalty, if the Employer or Professional pays Vumero.com an opt-out fee of $450. To perform a paid opt-out, parties also agree to notify Vumero.com with the following information:
(a) User ID and email addresses of both Employer and Professional
(b) Who will pay the opt-out fee?
Once the opt-out fee is charged by Vumero.com (or the free opt-out has occurred), then both parties may freely participate in disintermediation with the other party.
Vumero Escrow Obligations
Vumero.com warrants that all Escrowed funds will be used solely for the purpose of Escrow transactions and not allocated to any other use, whatsoever, with no exceptions. Furthermore, all funds Escrowed by the Employer will be held in a dedicated separate account, maintained solely and exclusively for Site Escrow accounts. This restriction will exist until funds are either awarded to the Professional or are physically refunded back to the Employer. To further protect the Employer in the unlikely event that Vumero.com declares bankruptcy, Vumero.com hereby grants the Employer the right to be refunded escrow funds, BEFORE any other outstanding creditors are paid. Any bankruptcy reorganization filed by Vumero.com that does not follow this grant’s priority, will not be allowed.
Employer’s Representation
Employer represents that it has the full power and authority to execute this agreement. Employer is the owner of, and/or has received all appropriate consent from the owners of, any and all material, information, intellectual property in any form, or other data that Employer makes available to Vumero.com and to Bidders.
NDA and/or Additional Agreements not covered by Site Escrowing agreement
Some Employers and Professionals may enter into additional agreements not covered by the site escrowing agreement. These include (but are not limited to) penalty clauses (ex: “Professional must deliver by x/xx/200x or they will owe Employer $1 for every day late”), any agreements extending past the time of 100% work acceptance by the Employer (ex. “Professional warranties work for a year and will fix any bugs in that time”), or a Non-Disclosure agreement (NDA). Both Employer and Professional understand and acknowledge that these agreements are made directly between the Employer and the Professional and do not involve Vumero.com, Vumero.com or any of its subsidiaries or other legal entities. As such, Vumero.com are not and will not be liable in any way whatsoever regarding such agreements, including enforcing such agreements.
Should the Employer wish to create an agreement that extends past the time of 100% work acceptance, but still receive protection via the site Vumero.com recommends the following: creating a brand new and separate jobs (apart from the initial jobs) to allow the work to fall under a new escrowing agreement. This allows funds to be released only when the jobs are completed, and affords the Employer protection via the site escrowing agreement.
Should the Employer utilize the NDA feature of the Site and then subsequently wish to take action against the Professional, Vumero.com will provide all correspondence that it has in its possession that occurred between the Employer and Professional on the site, for use by the Employer in such action.
Acceptance of Deliverables
After work is completed, the deliverables will be sent from the Professional to a location on the site where the Employer may download them. If the deliverables are 100% satisfactory to the Employer, then Employer agrees to indicate 100% acceptance of the deliverables via the Site. Should the Employer not be 100% satisfied, then Employer agrees to not accept the work and instead notify the Professional as well as Vumero.com of the problem in a timely basis so that it can be resolved. Should there be any dispute by either Employer or Professional regarding acceptance, both Professional and Employer agree to abide by the rules of arbitration, located elsewhere in this contract.
Realizing that the Professional will not be credited until work is fully or partially accepted, the Employer agrees to do all testing in as timely a basis as possible. Employer also agrees not to withhold acceptance unreasonably. Employer assumes complete and sole responsibility for testing the deliverables and determining if they are 100% satisfactory or not.
Employer agrees to never accept any work before deliverables have been 100% tested and they are 100% satisfied. If against the wishes of Vumero.com, Employer accepts work without the above two items being true, Employer agrees that the acceptance and payment fall under the risky category of “advance payments” as detailed elsewhere in this contract, and are completely and forever non-refundable. Vumero.com cannot discourage this kind of high risk activity.
During work acceptance it is occasionally possible for an Employer to accidentally accept a different amount of work than they intended to (i.e. by hitting the accept button twice on 50%, or making a typo, etc.). If Vumero.com (in its sole discretion) determines that enough proof exists to demonstrate that this occurred, then Employer and Professional agree that Vumero.com may correct it to reflect the original intention.
Additional acceptance info
Upon Employer’s receipt and acceptance of Professional’s service or product, they will promptly indicate acceptance via the Site. Upon acceptance, Vumero.com shall credit the Professional’s account with the amount released, minus the Vumero.com fee. The Vumero.com fee is calculated as ten (10%) per cent of the amount of the Escrowed funds. Should there be any dispute regarding acceptance, both Professional and Employer designate Vumero.com as the final binding authority and arbiter of the dispute, and agree to abide by its decision.
Bidding Spam
Bidding spam is a generic comment or bid that a Professional places on one or more jobs without first attempting to read or understand what the jobs is about. It may be done by accessing the website normally, or it may be done through an automated program. Bidding spam distracts Employers from the legitimate bidders and unnecessarily slows down the bidding process. When a complaint is filed, Vumero.com will record it on the Professional’s record. If 3 different Employers report a Professional, then their bidding privileges (ability to post on new jobs) are automatically suspended for 24 hours. If a Professional who was previously suspended receives 2 more bidding spam reports, then their account is forfeited and terminated (after a manual review by Vumero.com and at its sole discretion). Any Professional forfeiting their account will also have all funds in it (and all future funds credited to it) frozen and kept by Vumero.com for six (6) months. If the Professional does not come back on the Site for six months, then they will be paid the funds. However, if they do, then the funds will be permanently forfeited to Vumero.com.
Intellectual Property Infringement Indemnity
Employer will defend and hold Vumero.com harmless in any suit or proceeding based on a claim that any equipment, products or services transacted under this agreement, constitutes infringement of any copyright, patent or trademark. Employer will pay all settlements or damages awarded against Vumero.com, provided that Vumero.com (i) informs Employer of such suit or proceeding in writing and within thirty (30) days of actual notice of a claim, and provides Employer with all related information, (ii) grants Employer the authority to settle or litigate such suit or proceeding.
Limitation of Liability; Indemnity
Employer may request information from Vumero.com (including any of its employees or contractors) regarding legal issues (including, but not limited to, copyright or tax law), and that party may provide it. Vumero.com makes reasonable efforts to ensure that the information it provides is correct, but it cannot guarantee it. Additionally, under no circumstances is Vumero.com (or any of its employees or contractors) giving legal advice. If you need this sort of advice, you should consult a qualified attorney instead.
Employer may request advice regarding Professional selection from Vumero.com. Any advice given is purely the opinion of the advice giver and is done only for the Employer’s benefit of an additional perspective. It does not constitute an official endorsement or repudiation by Vumero.com of the Professional. Additionally, Vumero.com cannot and does not grant any additional guarantees for any Professional on the Site, simply because they may have been recommended by a Vumero.com employee or contractor.
IN NO EVENT SHALL VUMERO.COM (OR ITS AFFILIATES) BE LIABLE TO EMPLOYERS, PROFESSIONALS, OR ANY OTHER PERSON FOR EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL AND/OR CONSEQUENTIAL DAMAGES OF ANY KIND RESULTING FROM THEIR USE OF VUMERO.COM PRODUCTS OR SERVICES OR THEIR INABILITY TO USE SUCH SERVICES. THIS LIMITATION OF LIABILITY INCLUDES (BUT IS NOT LIMITED TO) THE COST OF COVER, LOSS OF PROFIT, USE, SAVINGS OR REVENUE, OR THE CLAIMS OF THIRD PARTIEs, AND APPLIES WHETHER OR NOT VUMERO.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS AND ALSO APPLIES WHETHER OR NOT THE LIABILITY IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY. YOU AGREE THAT IN NO EVENT SHALL VUMERO.COM’S LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE LESSER OF THE VUMERO.COM FEE ON THE TRANSACTION INVOLVED, OR $10,000. THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Employer shall indemnify, defend (with counsel approved in writing by Vumero.com) and hold Vumero.com, its officers, directors, shareholders, employees, insurers, attorneys, successors and assigns harmless against any and all claims for cost, damage, expense (including reasonable attorneys’ fees) or liability arising out of or related to the acts or omissions of Employer, its employees, representatives or agents.
Export
Employer shall not resell software, equipment, or products purchased in the Australia or outside Australia without compliance with all applicable export regulations. Employer acknowledges that the export or re-export of product is subject to regulation by agencies of the Australian Government. Employer shall not assist or participate in any such diversion or any other violation of applicable Australian laws and regulations relating to export or re-export of Product or any of the technology related thereto.
Default and Termination
Should the Employer default, their account may be terminated by Vumero.com. Employer shall be considered to have defaulted under the agreement for any failure to pay any invoice, credit charge, or PayPal charge when due and/or if Vumero.com discovers any material misrepresentation or omission that Employer has made in this agreement, its Registration or Credit Application. In the case of either party, the failure by such party to observe or perform any material covenant or obligation under this agreement shall constitute default. Employer may also be considered in default if they violate the site terms of service, or violate the Professional agreement (if they are also a Professional) or if their conduct with Professionals is poor (defined as receiving 2 or more below average ratings and/or complaints). Should Employer default, and still have outstanding escrowed funds, Vumero.com will act to protect the time invested by Professional(s) on the Employer’s jobs, by giving the Professional(s) the choice to:
2) Continue the jobs offsite with the Employer if they feel comfortable with this. Vumero.com will cancel the jobs on site and refund funds to the Employer. Both parties will have full permission to conclude it offsite. Anything that occurs is solely a matter between the two parties and Vumero.com will not arbitrate.
To prevent retaliatory action by the Employer on the Professional, the Employer’s input will not be taken on these options. To ensure fairness, Vumero.com will verify the veracity of any Professional claims according to the rules of arbitration as stated above. After disbursement to the Professionals, any remaining escrow funds will be returned to the Employer, after taking out a cancellation fee as detailed elsewhere in this contract.
If either party gives the other notice of termination or advises the other of its intent not to renew this agreement, Vumero.com may require Employer to pay cash in advance for subsequent transactions regardless of Employer’s credit status.
The parties’ obligations under Section 7 shall survive any termination and/or expiration of this agreement.
Closing Accounts
At the request of the Employer, Vumero.com will close out their account, disabling all future use of it. However, Employer understands and agrees that Vumero.com will not delete any information, as it is required to report such information to 3rd parties/
Security and viruses
Please note that Vumero.com uses the best of its ability to protect all data from external and unauthorized party access by the use of (but not limited to) firewalls, encryption and 3rd party security consultants. Additionally it also uses the best of its ability to protect site users from viruses via virus scanning software. However no security system and/or virus system is 100% secure or 100% effective. Should sensitive data be confirmed as compromised, or a virus discovered on an Vumero.com system, Vumero.com will alert the affected Employer via email (to the address registered on the site). However, due to the nature of security and viruses, Vumero.com strongly advises the Employer to take their own security precautions, such as personal virus scanning software, and/or encrypting sensitive communications. Given the nature of these matters, should a security compromise or virus incident occur, Employer agrees that Vumero.com is not liable for the incident (in any way or kind) nor for any repercussions of such an incident (in any way or kind).
Data Retention Policy
Vumero.com stores data for Employers and Professionals. This data includes (but is not limited to) files (when are being sent between parties), text communication and information (such as requirements clarifications), and webcam and screenshot images. Vumero.com will make a good faith effort to preserve this data until the jobs is accepted as 100% complete by the Employer. After that point, Vumero.com may delete the information to free up space on its servers. As such, both Employer and Professional agree to make their own copy of all data which they may wish to use afterwards. Since computer systems can fail, Vumero.com highly recommends that both parties do this regularly.
Enforcement
If Employer breaches or attempts to breach any of the terms of this Contract or fails to make any payments when due under this Contract, Employer shall pay to Vumero.com as part of a judgment all of Vumero.com’s costs and expenses, including reasonable legal fees, incurred by Vumero.com in enforcing the terms of this Contract or collecting any payment due under this Contract.
Assignment
Employer shall not assign or transfer this agreement without Vumero.com’s prior written consent, which shall not be unreasonably withheld. Any attempted assignment shall be null and void.
Relationship of the Parties
This Agreement does not create a franchise, joint venture or partnership between the parties. Neither party hereunder is the agent, broker, partner, employee, or legal representative of the other for any purpose, except that Vumero.com is the agent for Professional and Employer in bringing the two, or more, parties together using the Vumero.com website. Vumero.com shall act as a fiduciary for Employer and Professionals for the limited purpose of collecting and disbursing funds. For all other purposes, the parties are independent contractors.
Excused Performance
Neither party shall be liable for failure to perform its obligations under this Agreement for causes beyond its reasonable control.
Governing Law; Attorneys’ Fees
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Victoria, Australia. In the event that any dispute or controversy between the parties arises related to the use of any Vumero.com system, service, product or employee, or related to any allegation of defamation regarding any Vumero.com system, service, product or employee, or related to any provision of this Agreement and/or the performance or termination thereof, such dispute or controversy shall be subject to the exclusive jurisdiction of the Victoria, Australia (or, if there is federal jurisdiction, the Australian Court for that region) and the prevailing party in any such dispute shall recover all of its costs, including reasonable attorney’s fees.
Time Limitations
No action, regardless of form, arising out of or related to this agreement may be brought by the Employer more than one year after a cause of action has arisen.
Notices
Notices shall be sufficient only if sent by certified mail or air express, return receipt requested, or personally delivered to a party. Notice by mail shall be deemed received on actual receipt. Notices should be sent to:
Vumero Pty Ltd
Attention: Legal Department
66 King Street, Melbourne, Australia, 3000
info@vumero.com
No Waiver
The failure of either party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party to thereafter enforce any such provision. Furthermore, any exception to or special treatment of any provision of this Agreement, whether it be a special, a general, or repeated exception or treatment, shall not operate as, or be construed to constitute, a modification of such provision.
Unenforceable Provisions
If any term of this Agreement is found to be illegal or unenforceable, the remaining portions of this Agreement shall remain in effect, provided that the parties agree to negotiate in good faith substitute enforceable terms.
Modifications; Special Agreements; Entire Agreement
Note that Vumero.com reserves the right from time to time to amend, modify or change this agreement. When this happens, Vumero.com shall notate the new information clearly and post on the Site. Due to the majority of parties requesting not to be contacted via email about updates to the site, email notice will not always be given. Additionally, due to the financial costs associated with written notices…written notice will not always be given. If you are interested in keeping abreast of the latest changes to this agreement, then please bookmark this page and review it from time to time, or monitor the ‘news’ section of the site.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT BY PROVIDING NOTICE TO US. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
Should Vumero.com and the Employer come to a special understanding not outlined in this agreement it will be laid out in writing and signed by both parties. This Agreement is the entire understanding between Employer and Vumero.com with respect to the subject matter of this Agreement, and supersedes all (i) proposals, oral or written, (ii) negotiations, conversations or discussions between the parties and (iii) industry custom or past course of dealing, relating to the subject matter.