Terms & Conditions

User Agreement

This User Agreement ("Agreement") is between you, the user, together with any company or other business entity you are representing, if any (collectively, "You"), and Gstores Australia Pty. Ltd. ("Gstores").

Gstores provides software programs ("Software") that enable users to build online stores through which they can sell their products and services online. Gstores also provides services including hosting of the online store, site design, marketing services and other related services as may be offered from time to time (collectively, "Services").

This Agreement is effective upon Your acceptance in registration. By accepting this Agreement and subject to the terms and conditions of this Agreement, Gstores will provide You with a limited license to use the Software and to receive the Services.

By accepting this Agreement, You further agree to be bound by any amendments to the terms and conditions of this Agreement made by Gstores from time to time.

You authorise Gstores to process any and all of Your Gstores account transactions initiated through the use of the password that You establish through registration on the Gstores Site and You are solely responsible for maintaining the confidentiality of such password.

Notwithstanding anything contained in the foregoing, this Agreement will not bind Gstores unless You meet the eligibility criteria for entering into this Agreement as set forth in Section 1 of this Agreement.

1. Eligibility Criteria

The Software license and Services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Software and Services are not available to children (persons under the age of 18). If You are registering as a business entity, You represent that You have the authority to bind the entity to this Agreement.

Gstores, in its sole discretion reserves the right, without provision of any notice to You, to revoke any and all licenses under this Agreement or to refuse to provide the Software license and Services under this Agreement to You.

2. Intellectual Property Ownership and Licenses

2.1 Software Ownership

Software provided by Gstores, and all worldwide intellectual property rights therein, are the exclusive property of Gstores. All rights in and to the Software not expressly granted to You in this Agreement are reserved by Gstores.

2.2 Software License

Subject to the terms and conditions of this Agreement, Gstores grants to You a non-exclusive, non-transferable, revocable, limited license to remotely access and use the Software on servers operated by or for Gstores ("Gstores Servers") through the Gstores web site solely for the purpose of building and maintaining an interactive store hosted by the Gstores Servers on which You offer Your or a third party's products or services ("Your Store").

2.3 Software License Restrictions

You acknowledge that the Software and its structure, organisation, and source code constitute valuable intellectual property of Gstores. Accordingly, except as expressly allowed under Section 2.2, You will not, either directly or through a third party, (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software or (d) transfer your interest in and to Your Store to any third party.

3. Services

Upon activation of Your account and subject to the payment of applicable fees, Gstores will provide certain hosting, support and other miscellaneous Services for the Software licensed by You under this Agreement and Your Store during the term of this Agreement as published on the Gstores Site. Your Store shall be hosted on a Gstores Server on which several users may share the resources and network capacity of that Gstores Server.

4. Your Store

4.1 Control of Your Store

You will be solely responsible for the development, operation and maintenance of Your Store, including the operation of Your Store, accepting, processing and filling customer orders generated through Your Store, and handling any customer inquiries, complaints, or disputes arising from orders or sales generated through Your Store. You agree that Gstores has no obligation to back-up any data related to Your Store's operations and you should independently take appropriate steps to maintain such data in accordance with Your needs and requirements.

4.2 Control of Your Store's Content

You will be solely responsible for creating, managing, editing, reviewing, deleting and otherwise controlling the content on Your Store, regardless of whether Gstores provides any design or customization Services to You under this Agreement, including all descriptions of the products and services You offer to customers of Your Store and user-generated content on and related to Your Store. As a conduit, Gstores will give You complete discretion over Your content provided it is compatible and interoperable with the Software and Services provided by Gstores under this Agreement. You retain all rights, title and interest in and to all intellectual property rights embodied in Your content, exclusive of any content provided by Gstores. Notwithstanding anything contained in the foregoing, if You breach any of the covenants in Section 5.1 of this Agreement, Gstores is entitled to suspend or terminate Your Store and/or any access to information or data related to Your account and the Software in accordance with Section 12 of this Agreement.

4.3 Passive Conduit

You acknowledge that, by only providing You with the ability to publish and distribute Your own or third party products, services or content, Gstores and its Software are acting only as passive conduits for the distribution and/ or publishing of such products, services or content on the Store. Gstores has no obligation to You or any third party, and undertakes no responsibility, to review Your Store, the products or services listed therein or any other content, including but not limited to user-generated content, published and/or distributed on Your Store to determine whether any such product, service or content may incur liability to third parties. Notwithstanding anything to the contrary herein, if Gstores believes in its sole discretion (as applicable) that Your Store or any products, services, content or other materials in the Store or on Gstores Servers may create liability for Gstores, You agree that Gstores may take any actions with respect to the content or materials or Your Store that Gstores believes are prudent or necessary to minimise or eliminate Gstores' potential liability. Gstores shall, as applicable, be the sole judge of what content or materials may create liability for Gstores.

4.4 Content License

During the period that Gstores provides Services to You pursuant to Section 3 of this Agreement, You hereby grant to Gstores and its subcontractors a non-exclusive, irrevocable, non-sublicenseable, royalty-free, worldwide license to reproduce, distribute, create derivative works of, transmit, publicly perform, publicly display and digitally perform Your content solely for the purposes provided in this Agreement.

5. Covenants

5.1 Covenants by You

You covenant that any products, services, or content published and distributed on Your Store and Your related activities shall not:
a)    be false, inaccurate or misleading;
b)    be fraudulent or involve the sale of counterfeit or stolen items;
c)    infringe or misappropriates any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
d)    violate any law, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, antidiscrimination or false advertising);
e)    be defamatory, trade libellous, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of death or injury, or other unlawful activities;
f)    be obscene or contain child pornography;
g)    contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
h)    involve the transmission of any unsolicited commercial or bulk email (known as "spamming") and You shall not use Your account or Your Store as a return address for unsolicited commercial mail originating elsewhere or participate in any activities related to so-called pyramid or ponzi schemes;
i)    involve the collection or attempt to collect personally identifiable information of any person or entity, except with the express written consent of that person or entity and of which consent You shall maintain a written record for a period of three (3) years after any termination of this Agreement;
j)    be harmful or potentially harmful to the Gstores Server structure as determined in Gstores' sole discretion, including without limitation overloading the Gstores technical infrastructure;
k)    involve subleasing Your account or offering "free space" on or other access to Your account or Your Store to third parties;
l)    create liability for Gstores and its subcontractors or expose them to undue risk or otherwise engage in activities that Gstores, in its sole discretion, determines to be harmful to Gstores' affiliates, operations, reputation, or goodwill; or
m)    link directly or indirectly to or include descriptions of goods or services that violate any applicable law, statute, ordinance or regulation.
Furthermore, You agree to display and adhere to a terms of use or other user-type agreement, as well as a privacy policy, governing Your operation of Your Store and Your conduct with Your Store's customers.

5.2 Breach of Covenant

Your failure to comply with the covenants set forth in Section 5.1 of this Agreement will amount to a breach of this Agreement and is cause for immediate suspension and/or termination under Section 12 of this Agreement.

6. Fees, Taxes & Audit Rights

6.1 Fees

You shall pay the fees set forth for the Software license and Services purchased by You in accordance with Gstores' Fees Policy. Gstores may change the fees for its Services from time to time.

6.2 Payment Terms

Gstores will invoice You via eWAY (www.eway.com.au) which uses SSL and browser encryption to the level of 128 bit or greater.

You agree to pay for non-refundable monthly subscription and other annual or one-time fees including fees for the license of Software and Services to be rendered to You by or on behalf of Gstores in the following month.

The Service is billed in arrears on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service. Any partial months of service will be charged for the full month. In order to treat everyone equally, no exceptions will be made.

6.3 Taxes

All fees under this Agreement exclude all applicable sales, use, and other taxes and government charges, whether federal, state or foreign, and You will be responsible for payment of all such taxes (other than taxes based on Gstores' income), fees, duties, and charges, and any related penalties and interest, arising from the payment of any and all fees under this Agreement including the access to or license of the Software and performance of the Services hereunder.

7. Disclaimer of Warranties

GSTORES, ITS SUPPLIERS AND SERVICE PROVIDERS, PROVIDE THE SOFTWARE AND SERVICES, ON AN "AS IS"BASIS AND EXPRESSLY DISCLAIM ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE ARE EXCLUDED. GSTORES, IT’S SUPPLIERS AND SERVICE PROVIDERS, DO NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED AND MAKE NO REPRESENTATIONS REGARDING UPTIME, USE, DATA SECURITY, ACCURACY AND RELIABILITY OF THEIR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION 7 IS REASONABLE AND AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND THAT IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

8. Limitation of Liability

IN NO EVENT SHALL GSTORES, ITS SUPPLIERS, OR SERVICE PROVIDERS, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, THE SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).

Gstores liability in respect of the supply of services under this Agreement will be limited to, at Gstores option, either 1) the supply of the services again; or 2) the payment of the cost of having the services supplied again.

9. Indemnity

You agree to indemnify and hold Gstores, its suppliers, and service providers, and their officers, directors, agents, and employees, harmless from any and all losses, costs, liabilities or expenses (including without limitation reasonable lawyers' and expert witnesses' fees) incurred or arising from: (a) any breach of the covenants in Section 5.1 of this Agreement, (b) any content provided by You or generated by users of Your Store, (c) any claims arising from the sale or license of goods or services in Your Store, or (d) any breach of this Agreement or the documents it incorporates by reference. Gstores', its suppliers' and service providers' indemnity rights shall not be limited or offset by any contributory negligence by Gstores.

10. Customer Data, Your Data & Privacy Policy

You shall own all data disclosed by or collected about (a) an individual or entity that accesses Your Store to browse or shop ("Customer Data"), and (b) You ("Your Data"). Gstores does not sell or rent Your Data to third parties for marketing purposes without Your explicit, that is incorporated herein by reference and as it may be amended from time to time.

Gstores shall collect, store and process Customer Data and Your Data on computers that are protected by physical as well as technological security devices. If You object to Customer Data or Your Data being collected, stored or processed in this way, please do not use the Software or Services.

You shall maintain all Customer Data that is collected by or disclosed to You in trust and confidence and use and disclose such information solely in accordance with Your privacy policy. You must post, maintain and adhere to Your privacy policy that informs Your Store customers what Customer Data is collected, how it is used, the effective date of Your privacy policy and how customers of Your Stores can learn of changes to Your privacy policy. In addition, You must prominently include within Your posted privacy policy a statement notifying Your customers that Your Store is hosted by Gstores and that Gstores has access to aggregated information about customers of Your Store in order for Gstores to analyse performance and make improvements to Gstores products.

11. Breach

Without limiting other remedies, Gstores may limit Your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate Your account or Your Store, in whole or in part, and refuse to provide some or all of the Software functionality or Services to You if: (a) You fail to pay any fees in accordance with Section 6 of this Agreement and the Fees Policy; (b) You breach the covenants in Section 5.1 of this Agreement; (c) You breach this Agreement or the documents it incorporates by reference in any other manner; (d) Gstores is unable to verify or authenticate any information You provide to Gstores; or (e) Gstores believes that Your actions may cause financial loss or legal liability for You, Your Store customers or Gstores.

12. Suspension and Termination

12.1 Suspension

At the discretion of Gstores and for any reason set forth in Section 12 of this Agreement, Gstores may suspend Your account by deactivating any access by You or by Your customers to any information contained on the Gstores Servers related to Your account while maintaining the information and data related to Your account upon the Gstores Servers. Suspension shall specifically include the disabling of Your Store and/or any access to information or data related to Your account. In the event of any such suspension You will be notified and given an opportunity to correct such breach. In the event that such breach is not corrected within ten (10) days of the receipt of such notice the account may be terminated under Section 12.2 of this Agreement. Fees under this Agreement will continue to accrue on suspended accounts as if they were not suspended. You will remain responsible for the payment of any such fees during any such period of suspension.

12.2 Termination

This Agreement and all of its terms shall remain in full force and effect until it is terminated in accordance with the terms of this Agreement. This Agreement may be terminated either by Gstores (a) immediately as provided in this Agreement, (b) after a period of suspension as set forth in Section 12.1 of this Agreement, or (c) YOU may terminate this Agreement via the Gstores Site.

12.3 Rights Upon Termination

In the event of expiration or termination for any reason, the licenses granted under Section 2 of this Agreement shall automatically and immediately cease and You shall destroy all copies of the Software in Your possession, if any. Upon termination, there will be no refund provided to You except as set forth in the Price Policy and all outstanding fees owed by You shall become immediately due and payable. Termination shall not affect the rights of Gstores to recover from You losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorneys fees or expert witnesses' cost or other costs of any kind under this Agreement.

13. Use of Paypal

If you purchase a license to Software then You are required to use PayPal as the Payment Solution for Your Store. Using PayPal as a "Payment Solution" means that You use PayPal exclusively to process online payments from Your Store customers. In order to use PayPal with Your Store, You are required to sign up for a Business or Premier PayPal account and comply with the PayPal User Agreement and PayPal Privacy Policy.

14. General

14.1 Governing Law

This Agreement shall be governed in all respects by the laws of the State of Victoria, Australia without giving effect to any conflicts of law principles that would require the application of the laws of a different jurisdiction.

14.2 Legal Compliance

You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding Your use of the Software, the Services, and Your listing and sale of products and services on Your Store.

14.3 No Agency

You and Gstores are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

14.4 Assignment

You shall not assign, transfer or delegate this Agreement or any rights or obligations hereunder. Any assignment, transfer or delegation in contravention of the foregoing provision shall be null and void. You agree that this Agreement may be assigned by Gstores, in Gstores' sole discretion.

14.5 Survival

Sections 2.4 (Ownership), 6.1 (Fees) with respect to any outstanding fees owed for the Services, 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9 (Indemnity), 10 (Customer Data, Your Data, & Privacy Policy), 12.3 (Rights Upon Termination), and 14 (General) shall survive any termination or expiration of this Agreement.

14.6 Entire Agreement

This Agreement sets forth the entire understanding and agreement between You and Gstores with respect to the subject matter hereof.



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