Grid Title
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Elastic Grid Terms of Use

Elastic Digital Pty Ltd (the Company) provides vendors, distributors and call centres (Principals) a service (the Elastic Grid) that hosts multiple Internet marketing campaigns (“campaigns”) for the customers and prospects (“end-users”) of their resellers, dealers or business partners (“Partner”). From time to time these Principals will request the Company to produce campaigns for their Partners. These campaigns will be hosted on the Elastic Grid web site. To facilitate the distribution of these campaigns, Partners will load a confidential database of end-user contacts (“end-user database”) onto the Elastic Grid for the sole purpose of distributing the campaigns developed for Principals by the Company.

1. In consideration of this agreement the Company:

1.1. Acknowledges that all of the information provided by a Partner to the Company is confidential and is being provided to the Company in order to enable the Company to perform its obligations under this agreement.

1.2. Acknowledges that it is a condition of a Partner supplying the confidential information to the Company that the Company gives this undertaking both on behalf of itself and on behalf of any other person who is under the control of the Company.

1.3. Agrees to treat as confidential all information relating to a Partner’s end-user databases or customer lists provided by Partners and acknowledges that the information so supplied remains the property of the Partner.

1.4. Agrees that the logo and any other graphic material supplied by the Partner remains the property of the Partner and the Company agrees to treat as confidential all such material supplied by the Partner.

1.5. Undertakes that it will not without the prior written consent of the Partner disclose any of the confidential information to any other person including Principals with the exception of the following statistics, which will be provided to Principals:-

1.5.1. Number of site visits.

1.5.2. Number of Call To Actions activated.

1.5.3. Number of leads generated.

1.6. Undertakes that it will it not use or permit the use of any such information by any officer, employee or agent of the Company or any other person under its control for any purpose other than for the purposes for which it is intended.

1.7. Acknowledges that the execution of this agreement does not oblige the Partner to disclose any particular information to the Company and the Partner shall retain discretion as to the confidential information, which it discloses to the Company.

1.8. Undertakes that it will delete all end-user databases, customer lists or other material supplied by the Partner from its systems at the termination each campaign unless otherwise directed by the Partner.

1.9. Undertakes not to retain any copies of any such end-user databases, lists or material unless otherwise specified by the Partner.

2. The Partner:

2.1. Warrants to the Company that all names and addresses in the Partner’s end-user database or customer list provided to the Company comply with the conditions of the Australian Privacy Act, 2002 (CWTH) for Australian Partners or the USA CAN-SPAM Act for USA Partners and that the Partner has had previous business dealings with the Partner.

2.2. Agrees that all e-mails sent via the Elastic Grid will contain:

2.2.1. A one-click unsubscribe link.

2.2.2. Non-Internet contact information of the Partner, including Partner’s address, telephone number and email address.

2.3. Agrees to indemnify and hereby indemnifies the Company against any action, suit, proceeding claim or demand that may be taken against the Company arising under the Privacy Act, 2002 (CWTH) relating to the database of the Partner.

2.4. Agrees that the Company may refuse to distribute information on campaigns to any Partners or load any Partner’s database on the Elastic Grid where such information for distribution violates any Anti-Spam related legislation in the United States of America or Australia.

2.5. Agrees that all the graphic material supplied by the Company and assembly and display of such material remains the property of the Company and the Partner agrees to treat as confidential all such material and processes supplied by the Company.

2.6. Agrees that it will not give any third party access to any material or processes supplied by the Company without prior written consent of the Company.

3. It is acknowledged and agreed by and between the parties to this agreement:

3.1. The undertakings given by the Company in this agreement will continue but will not apply to any information:

3.1.1. Which is in the public domain at the time of disclosure of such information by the Partner; or

3.1.2. Which becomes part of the public domain at any time in the future; or

3.1.3. Which the Company can establish was known to the Company at the time of disclosure by the Partner to the Company; or

3.1.4. Which the Company is compelled by law to disclose.

4. The Company undertakes with the Partner to carry out the tasks more particularly referred to in the “What’s Included” page of this web site in a proper and workmanlike manner and without avoidable delay.

5. In consideration of the Company providing the services required by the Partner under this agreement the Partner covenants and agrees with the Company to pay the fees more particularly set out in the Pricing Page of this web site. There will be no refund of these fees after the Company has set up the Partner on the Elastic Grid which normally occurs 24 to 48 hours after payment is received.

6. This agreement shall be governed by and construed in accordance with the laws for the time being in force in the State of New South Wales, Australia and the parties agree to submit to the jurisdiction of the Courts and Tribunals of that State.

7. No forbearance delay or indulgence by a party in enforcing the provisions of this agreement shall prejudice or restrict the rights of that party nor shall any waiver of those rights operate as a waiver of any subsequent breach.

8. No variation of this agreement will be effective unless in writing and signed by both parties.

9. Should any part of this agreement be or become invalid, that part shall be severed from this agreement. Such invalidity shall not affect the validity of the remaining provisions of the agreement.

10. Any dispute or difference arising in connection with this agreement shall be submitted to arbitration in accordance with and subject to the rules for the conduct of commercial arbitrations of the Institute of Arbitrators and Mediators Australia. During such arbitration both parties may be represented by a duly qualified legal practitioner.