THIS VERISIGN PAYFLOW LINKTM SERVICE AND PAYFLOW PROTM SERVICE TERMS AND CONDITIONS (THE "TERMS") IS ENTERED INTO BETWEEN YOU, THE ENTITY OR INDIVIDUAL SIGNING UP FOR OR REGISTERING TO USE THE ON-LINE PAYMENT TRANSACTION SERVICES (HEREINAFTER "YOU" OR THE "MERCHANT"), AND VERISIGN AUSTRALIA PTY LTD ABN 88 088 021 603 ("WE", "US" OR "VERISIGN"), THE COMPANY THAT PROVIDES THE PAYFLOW LINK OR PAYFLOW PRO ON-LINE PAYMENT TRANSACTION SERVICES ("SERVICES"). THE TERMS BELOW ARE IN CONSIDERATION OF YOUR ACCESS TO AND VERISIGN'S PROVISION OF THE SERVICES AND SHALL GOVERN YOUR USE OF THE SERVICES.

BY ACCESSING OR USING THE SERVICES, THE MERCHANT AGREES TO BE BOUND BY THE TERMS. IF THE MERCHANT DOES NOT AGREE TO BE BOUND BY THE TERMS, THEY SHOULD NOT USE THE SERVICES.

IF YOU HAVE ALREADY AGREED IN WRITING TO TERMS AND CONDITIONS RELATING TO THE VERISIGN PAYFLOW LINK OR VERISIGN PAYFLOW PRO SERVICES, THEN THOSE TERMS WILL SUPERSEDE THESE ONLINE TERMS AND CONDITIONS; PROVIDED THAT FOR ANY NEW AND ADDITIONAL TERMS RELATING TO NEW OR ADD-ON SERVICES, THESE ONLINE TERMS WILL GOVERN AND SUPERSEDE ANY PREVIOUSLY AGREED TERMS RELATING TO THE VERISIGN PAYFLOW LINK OR VERISIGN PAYFLOW PRO SERVICES.

IF YOU ARE A RESELLER OF THE SERVICES AND YOU ARE REGISTERING FOR THE SERVICES ON BEHALF OF YOUR MERCHANTS, BY CLICKING THE "I ACCEPT" BUTTON AT THE END OF THE TERMS, RESELLER ACKNOWLEDGES AND AGREES THAT (I) RESELLER HAS THE AUTHORITY TO ACCEPT THESE TERMS ON BEHALF OF MERCHANT AND BIND MERCHANT TO THE TERMS BELOW; OR (II) RESELLER HAS OTHERWISE REQUIRED ITS MERCHANTS TO AGREE, IN WRITING, TO THE TERMS SET FORTH BELOW.

1. Introduction

Sections 1 through 15 apply to any and all VeriSign Services that you purchase under the Agreement. The additional terms and conditions set forth in the attached schedules to the Terms, if any, apply only to customers (i) whose resellers are authorised to resell such services, and (ii) who have purchased the Add-On Services referenced in those schedules, which are incorporated by this reference. In the event of any inconsistency between the terms of Sections 1 through 15 and the terms of the schedules, the terms of the schedules shall control with regard to the applicable Add-On Service. IMPORTANT NOTICE CONCERNING BUNDLED SERVICES: If you purchase VeriSign services that are sold together as a "bundled" package, as opposed to your purchasing such services separately), termination of any part of the services may result in termination of all VeriSign services provided as part of the bundled package, unless arrangements are made to pay for the services separately. Please see Section 7 of the Terms for termination terms.

2. Definitions

"Add-On Service" shall mean an additional service for use in conjunction with the Services that are subject to additional fees and additional terms and conditions governing use. The terms and conditions for Add-On Services that are made generally available to merchants by VeriSign and for which You enroll are set forth in a separate schedule to the Terms, attached at the end of the Terms.

"Financial Institution" shall mean banks or financial institutions having business relationships with one or more Financial Processors that have agreed to evaluate and provide merchant accounts and payment authorisation services to merchants.

"Financial Processor" shall mean an entity with which VeriSign has established a relationship that performs the back-end authorisation and processing of Transactions between the Merchant's Financial Institution and the cardholder's bank.

"Services" shall mean the VeriSign's Payflow LinkTM or Payflow ProTM services used by Merchant and any Add-On Services specifically described in the Terms. Current descriptions of the Payflow Link and Payflow Pro services can be found at the URL: http://www.verisign.com.au/payments

"Software" shall mean the object code version of VeriSign's client Software Development Kit ("SDK"), HTML code, application programming interfaces (APIs), related documentation and other client software or code which VeriSign provides to Merchant, including updates, to enable VeriSign to provide the Services to Merchant. Unless otherwise specified, Software shall not include any source code. The Software is proprietary to VeriSign and is licensed to Merchant under a separate SDK License Agreement at the time of download.

"Transaction" shall mean information related to the purchase of goods and services from Merchant by a third party. Specifically a Transaction is an authorisation, delayed capture, sale or credit data transmission between VeriSign and its back end processors.

"VeriSign Manager Web Site" means VeriSign's online account management tools for merchants for the VeriSign Payflow Link services and Payflow Pro services that are part of the Services.

3. Merchant Obligations

Merchant shall be solely responsible for:

1. Establishing, hosting and maintenance of its Web site(s) and its connection to the Internet (the "Merchant Web Site(s)"), fulfilling all orders for products and services sold by Merchant to its users on the Merchant Web Site(s) or otherwise, including without limitation transmitting Merchant's registration information and Transaction data to VeriSign servers via the VeriSign web site and ensuring that the data transmitted in conjunction with the Services and for enrolment for the Services is accurate, complete and in the form as requested by VeriSign, and is not corrupted due to Merchant's systems. Merchant is also responsible for reviewing the Transactions in its account on a regular basis and notifying VeriSign promptly of suspected unauthorised activity through its account;
   
   
2. Unless the VeriSign authorised reseller is responsible for such function, displaying a web page to users purchasing products or services from Merchant that provides the user with an acknowledgement that a Transaction has been completed and secured by VeriSign (the "Acknowledgment Page"). Upon receiving a notification from VeriSign that it may do so, Merchant shall be permitted to display the VeriSign SecuredTM Seal on its Web Site in accordance with the terms and conditions set forth in the applicable VeriSign Secured Seal license agreement which may be accessed from VeriSign's Web Site. Merchant shall be required to display on the Acknowledgement Page the text "VeriSign has routed, processed and secured your payment information. More information about VeriSign". The underlined text shall also be a hypertext link to the VeriSign Site or other site designated by VeriSign. Merchant agrees that the foregoing text will appear at the top of the Acknowledgement Page (but below Merchant's branding) and users will not be required to scroll left, right, up or down to view such text. VeriSign hereby grants Merchant the rights to use the relevant VeriSign name and link to the VeriSign Site as necessary to carry out the obligations of this section 3.2. and in accordance with any trademark usage guidelines on VeriSign's web site or as provided to Merchant by VeriSign from time to time upon reasonable notice. Payflow Link merchants acknowledge that VeriSign has the right to display the VeriSign SecuredTM Seal and or the VeriSign logo or other similar text on the checkout page of Merchant.
   
   
3. Establishing and maintaining a commercial banking relationship with one or more Financial Institutions. The terms of such relationship shall be determined solely by Merchant and the Financial Institution and will not necessarily reflect or incorporate terms that VeriSign may have separately and independently negotiated with Financial Institutions;
   
   
4. Keeping its user name and password confidential. Merchant shall notify VeriSign immediately upon learning of any unauthorised use of its user name or password;
   
   
5. Maintaining commercially reasonable business practices in conjunction with use of the Services, ensuring the security and privacy of its customer data and complying with all applicable laws and regulations with respect to its use of the Services. Merchant represents and warrants that it shall comply with all applicable privacy, consumer and other laws and regulations with respect to its
   
   
   1. provision, use and disclosure of the Data;
      
      
   2. dealings with the users providing the Data; and
      
      
   3. use of the Services; and
      
      
6. Updating to the most current Software and comply with VeriSign requests for reasonable action on Merchant's part, to the extent necessary, to maintain security and integrity of the Services.
   
   
7. Merchant agrees, and hereby represents and warrants that Merchant shall
   
   
   1. use the Services in accordance with the applicable user guides and other documentation;
      
      
   2. not use or permit others to use information obtained through the use of the Services for any purpose other than in conjunction with the Services and in a manner described in the documentation for the Services;
      
      
   3. post the VeriSign SecuredTM Seal only on a actual, commercial e-commerce website that is controlled by Merchant; and
      
      
   4. in the event Merchant's website displays a VeriSign SecuredTM Seal, Merchant's display and use of such Seal is governed by the terms and conditions of the applicable Seal license agreement.
      

4. Services

Subject to the provisions of the Terms, and provided VeriSign receives payment for the applicable Services from the VeriSign authorised reseller on Merchant's behalf, VeriSign agrees to:

1. provide to Merchant the Services requested and used by Merchant, including without limitation the transmission of Transaction information to financial processors with whom VeriSign has established a relationship, and
   
   
2. provide Merchant with access to standardised reports regarding Merchant's Transactions processed using the Services and certain reporting tools to assist Merchant in accounting activities. VeriSign hereby grants to Merchant the right to access and use the Services in accordance with the Terms.

5. Modification of Terms; Changes to Services

Except as otherwise provided in this Agreement, Merchant agrees, during the term of this Agreement, that VeriSign may:

1. revise the terms and conditions of this Agreement, including without limitation modifying the service fees or payment terms; and/or
   
   
2. change part of the Services provided under this Agreement at any time. Any such revision or change will be binding and effective either, at VeriSign's sole discretion, 30 days after posting of the revised Agreement or change to the Services on the VeriSign Manager Web Site, or upon electronic or written notification to you. You agree to periodically review the VeriSign Manager Web Site, including the current version of this Agreement available on the VeriSign Manager Web Site, to be aware of any such revisions. If you do not agree with any revision to the Agreement, you may terminate this Agreement at any time by providing us with notice as set forth in this Agreement. Notice of your termination will be effective on receipt and processing by us. Any fees paid by you if you terminate your Agreement with us are non-refundable, except as otherwise expressly stated herein, but you will not incur any additional fees. By continuing to use VeriSign services after any revision to this Agreement or change in Services, you agree to abide by and be bound by any such revisions or changes. We are not bound by nor should you rely on any representation by
   
   
   1. any agent, representative or employee of any third party that you may use to apply for our Services; or in
      
      
   2. information posted on our Web site of a general informational nature. No employee, contractor, agent or representative of VeriSign is authorised to alter or amend the terms and conditions of this Agreement.
      

6. Support

Unless otherwise agreed in writing by VeriSign, Merchant shall obtain customer support from its VeriSign authorised reseller.

7. Termination



1. Merchant may cancel the Services through its authorised VeriSign reseller. VeriSign may suspend or terminate the performance of the Services:
   
   
   1. Following ten (10) days prior electronic or written notice from VeriSign or its authorised reseller (such as an overdue invoice)
      
      
      1. if Merchant breaches the Agreement,
         
         
      2. perpetrates fraud,
         
         
      3. if Merchant causes or fails to fix a security breach relating to the Services,
         
         
      4. if Merchant fails to comply with VeriSign's best practices requirements for security management or to respond to an inquiry from VeriSign or its authorised reseller, concerning the accuracy or completeness of the information Merchant is required to provide to enrol for the Services,
         
         
      5. if VeriSign reasonably suspects fraudulent activity on Merchant's payment services account, (if such breach is not cured within such 10-day period),
         
         
      6. in the event that certain third party licenses or access to third party components of the Services are terminated, or
         
         
      7. for non-payment of fees due to VeriSign for the Services; or
         
         
   2. Immediately, without prior notice, if VeriSign reasonably believes Merchant's breach compromises the security of the Services in any material fashion, if fraudulent Transactions are being run on your account, or Merchant's reseller, financial processor or Financial Institution with which Merchant has a merchant account requires such termination or suspension. Additionally, VeriSign may immediately suspend the Services to Merchant, without prior notice, until VeriSign has received the fees due for the applicable Services.
      
      
2. Effect of Termination.
   Each party will be released from all obligations and liabilities to the other occurring or arising after the date of such termination, except that any termination of this Agreement will not relieve VeriSign or Merchant from any liability arising prior to the termination of this Agreement. To the extent permitted by applicable law, you agree that upon termination for any reason, we may delete all information relating to your use of the Service. In the event that the VeriSign authorised reseller with which Merchant has entered into a business relationship for the Services ceases to be an authorised reseller of VeriSign, Merchant may continue to access the Services as mutually agreed by Merchant and VeriSign. Notwithstanding the foregoing, the provisions of Sections 7 and 9-15 will survive any termination of this Agreement. Merchant shall cease using all Services and return any VeriSign materials to VeriSign or its VeriSign authorised reseller.
8. Other Services

Merchant's use of VeriSign services other than those paid for by Merchant directly to VeriSign or to an authorised reseller of VeriSign shall be subject to Merchant's payment of additional fees, and Merchant will be invoiced for the standard fees associated with such services. Invoices are payable net-30 days from date of receipt by Merchant. This includes "Add-On Services".

9. Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERISIGN MAKES NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES PROVIDED PURSUANT TO THE TERMS, AND ALL SUCH WARRANTIES, AND CONDITIONS, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE HEREBY EXPRESSLY DISCLAIMED BY VERISIGN. EXCEPT ANY IMPLIED CONDITION OR WARRANTY THE EXCLUSION OF WHICH WOULD CONTRAVENE ANY STATUTE (INCLUDING THE TRADE PRACTICES ACT 1974 (CTH)) OR CAUSE ANY PART OF THIS CLAUSE TO BE VOID (NON-EXCLUDABLE CONDITION). VERISIGN'S LIABILITY TO RESELLER FOR BREACH OF ANY EXPRESS PROVISION OF THIS AGREEMENT OR ANY NON EXCLUDABLE CONDITION (OTHER THAN AN IMPLIED WARRANTY OF TITLE) IS LIMITED, AT VERISIGN'S OPTION, TO REFUNDING THE PRICE OF THE GOODS OR SERVICES IN RESPECT OF WHICH THE BREACH OCCURRED OR TO PROVIDING, REPLACING OR REPAIRING THOSE GOODS OR PROVIDING THOSE SERVICES AGAIN (EXCEPT FOR GOODS OR SERVICES OF A KIND ORDINARILY ACQUIRED FOR PERSONAL, DOMESTIC OR HOUSEHOLD USE OR CONSUMPTION, IN RESPECT OF WHICH VERISIGN'S LIABILITY IS NOT LIMITED UNDER THIS AGREEMENT). MERCHANT ACKNOWLEDGES THAT VERISIGN HAS NOT REPRESENTED OR WARRANTED THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT DELAY OR WITHOUT COMPROMISE OF THE SECURITY SYSTEMS RELATED TO THE SERVICES.

10. Indemnification

Merchant will indemnify, defend and hold harmless VeriSign, its officers, directors, agents and employees, from and against any and all claims, losses, demands, liabilities, damages, costs and expenses (including reasonable attorneys' fees), either arising out of or relating to:

1. the breach of any representation or warranty by Merchant,
   
   
2. the sale or use of any product or services sold by Merchant,
   
   
3. claims brought or damages suffered by any Financial Institution, customer, or prospective customer of Merchant relating to Merchant's or its agents' misuse of the Services or
   
   
4. the breach of the Terms or any representation or warranty by Merchant.
   

11. Limitation of Liability

Merchant acknowledges that VeriSign is not a financial or credit reporting institution. VeriSign is responsible only for providing data transmission to effect certain payment authorisations for Merchant and is not responsible for the results of any credit inquiry, the operation of web sites of ISPs or Financial Institutions or the availability or performance of the Internet, or for any damages or costs Merchant suffers or incurs as a result of any instructions given, actions taken or omissions made by Merchant, Merchant's financial processor(s), Merchant's Financial Institution or any ISP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VERISIGN HAVE ANY LIABILITY TO MERCHANT OR ANY OTHER THIRD PARTY FOR ANY LOST OPPORTUNITY OR PROFITS, INJURY TO ANY CUSTOMER RELATIONSHIP, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF THE TERMS, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND WHETHER VERISIGN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN ANY CASE, VERISIGN'S ENTIRE LIABILITY UNDER ANY PROVISION OF THE TERMS OR OTHERWISE RELATED TO THE SERVICES (INCLUDING LIABILITY FOR NEGLIGENCE) SHALL NOT EXCEED IN THE AGGREGATE THE TOTAL OF THE FEES PAID TO VERISIGN ON BEHALF OF MERCHANT FOR THE SERVICES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

12. Privacy



1. The VeriSign Privacy Statement. Our privacy statement for the Services is located on our Web site at http://www.verisign.com.au/repository/privacy and is incorporated herein by reference, as it is applicable to the Services. The privacy statement sets forth your and our rights and responsibilities with regard to your personal information. You agree that we, in our sole discretion, may modify our privacy statement. We will post such revised statement on our Web site. You agree to monitor our Web site periodically to review such revisions. By using our services after modifications to the privacy statement, you have agreed to these modifications. You acknowledge that if you do not agree to any such modification, you may terminate this Agreement.
   
   
2. Use of the Data. You acknowledge and agree that in the course of providing the Services, VeriSign will capture certain transaction and user information (collectively, the "Data"). You agree to provide to VeriSign, and VeriSign shall capture, only the Data that is required by the Payment Software and is necessary for VeriSign to provide the Services. VeriSign shall not disclose Data to third parties or use the Data, except that VeriSign shall have the rights
   
   
   1. to use the Data as necessary to perform the Services contemplated in the Terms (including distributing the Data to third parties providing services requested by you);
      
      
   2. to maintain the Data as long as necessary or as required by law and used internally for record keeping, internal reporting, and support purposes;
      
      
   3. to compile and disclose Data in the aggregate where individual merchant Data is not identifiable, including without limitation, calculating merchant averages by region or industry; and
      
      
   4. to provide the Data as required by law or court order, or to defend VeriSign's rights in a legal dispute. You represent and warrant that you have provided notice to, and obtained consent from, any third party individuals whose personal data you supply to us as part of our services with regard to:
      
      
      1. the purposes for which such third party's personal data has been collected,
         
         
      2. the intended recipients or categories of recipients of the third party's personal data,
         
         
      3. which parts of the third party's data are obligatory and which parts, if any, are voluntary; and
         
         
      4. how the third party can access and, if necessary, rectify the data you hold about them. You further agree to provide such notice and obtain such consent with regard to any third party personal data you supply to us in the future. We are not responsible for any consequences resulting from your failure to provide notice or receive consent from such individuals nor for your providing outdated, incomplete or inaccurate information.
         
         
3. VeriSign's Secured Partner Program. VeriSign's Secured Partner Program is a program that permits certain trusted portal partners of VeriSign to indicate on their website by use of an icon or otherwise (as specified by VeriSign) that a listed website utilises a VeriSign service. In order for the portal partners to know which websites are VeriSign customers, VeriSign will periodically share with these partners a list of VeriSign customer websites (the "VeriSign Secured Site Listing"). Merchant acknowledges and agrees that
   
   
   1. it shall be public information that it is a purchaser of the Services; and
      
      
   2. VeriSign may make reference to its website address in the VeriSign Secured Site Listing and may provide such VeriSign Secured Site Listing to any VeriSign portal partner requesting the same; provided, however, that
      
      
      1. the VeriSign portal partner must have agreed to use the VeriSign Secured Site Listing only to indicate that Merchant's website utilises one or more VeriSign services, and
         
         
      2. at any time, Merchant may decide that it does not wish to be included in the VeriSign Secured Site Listing and may notify VeriSign not to include it by following the instructions provided on the VeriSign website.
         
         
         
13. CONFIDENTIALITY



1. Confidential Information. "Confidential Information" means any confidential, trade secret or proprietary information (which may be business, financial or technical information) disclosed by one party to the other under this Agreement, directly or indirectly through authorised resellers, that is marked confidential or if disclosed orally designated as confidential at the time of disclosure or that should be reasonably understood to be confidential. All source code and the terms of this Agreement will be considered Confidential Information.
   
   
2. Confidentiality Obligations. Each party
   
   
   1. shall not disclose to any third party or use any Confidential Information disclosed to it by the other except as expressly permitted in this Agreement and for purposes of performing this Agreement, and
      
      
   2. shall take reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which shall in no event be less than the measures it uses to maintain the confidentiality of its own proprietary information or Confidential Information of similar importance. Each party further agrees to use the other party's Confidential Information only for the purpose of its performance under this Agreement. In addition, the receiving party shall not reverse engineer, disassemble or decompile any prototypes, software or other intangible objects which embody Confidential Information and which are provided to the receiving party hereunder.
      
      
3. Limitation of Confidentiality. The Obligations set forth in Section 13.2. ("Confidentiality Obligations") above do not apply to information that
   
   
   1. is in or enters the public domain without breach of this Agreement,
      
      
   2. the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation,
      
      
   3. the receiving party knew prior to receiving such information from the disclosing party or develops independently without access or reference to the Confidential Information,
      
      
   4. is disclosed with the written approval of the disclosing party, or
      
      
   5. is disclosed five (5) years from the effective date of termination or expiration of this Agreement.
      
      
4. Exceptions to Confidentiality. Notwithstanding the Confidentiality Obligations set forth in Section 13.2 above, each party may disclose Confidential Information of the other party
   
   
   1. to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law but only after alerting the other party of such disclosure requirement and, prior to any such disclosure, allowing (where practicable to do so) the other party a reasonable period of time within which to seek a protective order against the proposed disclosure, or
      
      
   2. on a "need-to-know" basis under an obligation of confidentiality substantially similar in all material respects to those confidentiality obligations in this Section 13 to its legal counsel, accountants, contractors, consultants, banks and other financing sources.
      
      
      
14. PROPRIETARY RIGHTS

Except as otherwise set forth herein, all right, title and interest in and to all,

1. registered and unregistered trademarks, service marks and logos;
   
   
2. patents, patent applications, and patentable ideas, inventions, and/or improvements;
   
   
3. trade secrets, proprietary information, and know-how;
   
   
4. all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired;
   
   
5. registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software and
   
   
6. all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with any of the Services identified herein ("VeriSign Intellectual Property Rights") are owned by VeriSign or its licensors, and you agree to make no claim of interest in or ownership of any such VeriSign Intellectual Property Rights. You acknowledge that no title to the VeriSign Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied, in the VeriSign or its licensors' service, other than the rights expressly granted in this Agreement. To the extent that you create any Derivative Work (any work that is based upon one or more pre-existing versions of a work provided to you, such as an enhancement or modification, revision, translation, abridgement, condensation, expansion, collection, compilation or any other form in which such pre-existing works may be recast, transformed or adapted) such Derivative Work shall be owned by VeriSign and all right, title and interest in and to each such Derivative Work shall automatically vest in VeriSign. VeriSign shall have no obligation to grant you any right in any such Derivative Work. Except to the extent permitted by applicable law, Merchant shall not disassemble, decompile, decrypt, extract, reverse engineer, prepare a derivative work based upon, distribute, or time share the Services or any components thereof, or otherwise apply any procedure or process to the Services or components thereof in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings or any algorithm, data, process, procedure or other information contained therein. Merchant shall not rent, sell, resell, lease, sublicense, loan or otherwise transfer the Services or components thereof.
   

This Agreement will be governed by and construed in accordance with the laws of the State of Victoria, Australia without reference to its conflicts of laws principles. Each party consents to the exclusive venue and jurisdiction of the appropriate state or Federal courts in Victoria, Australia for any dispute arising out of or related to this Agreement. The parties acknowledge and agree that this Agreement is made and performed in Victoria, Australia. The parties hereby waive any right to jury trial with respect to any action brought in connection with this Agreement. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. Severability. If any provision of the Terms shall be deemed invalid or unenforceable, in whole or in part, the Terms shall be deemed amended to delete or modify, as necessary, the invalid or unenforceable provision to render it valid, enforceable, and, insofar as possible, consistent with the original intent of the parties. Force Majeure. Neither party will be liable for any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labour strike, lockout, or boycott. No Waiver. The failure of a party, at any time or from time to time, to require performance of any obligations of the other party hereunder shall not be deemed a waiver and shall not affect its right to enforce any provision of the Terms at a subsequent time. Amendment. Only a writing signed by authorised executives of VeriSign may amend any provision of the Terms. Independent Entities. The relationship of VeriSign and Merchant is that of independent contractors. Neither party nor their employees, consultants, contractors or agents are agents, employees or joint venturers of the other party, nor do they have any authority to bind the other party by contract or otherwise to any obligation. No Third Party Beneficiaries. No provisions of the Terms are intended nor shall be interpreted to provide or create any third party beneficiary rights or any other rights of any kind in any other party. Suppliers Rights. Notwithstanding the foregoing, VeriSign's suppliers of Services delivered hereunder shall enjoy the same disclaimers of warranty, limitations on liability and similar exculpatory provisions with respect to such product(s), as does VeriSign. Entire Agreement. The Terms constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements or understandings between the parties with respect to the products and services licensed and/or used by Merchant hereunder, including without limitation any Add-On Services; except for written agreements between Merchant and its VeriSign authorised reseller relating to the Services excluding any Add-On Services. Export Restrictions. Merchant acknowledges and agrees that it shall not import, export, or re-export directly or indirectly, any commodity, including Merchant's products incorporating or using any VeriSign products in violation of the laws and regulations of any applicable jurisdiction. No Assignment. Merchant may not assign this Agreement without the prior written consent of VeriSign.