Your Agreement with Creative-Exchange Pty Limited ACN 101 948 056:

Welcome to the Creative-Exchange website. Following are the terms and conditions that govern your use of this site, whether you are a contributor, a purchaser or any other user ("Terms of Use"). However, specific clauses of these Terms of Use will specifically apply to you if you are a contributor, and you should ensure that you take the time to read these clauses in particular, as well as the rest of these Terms of Use before you commence use of this site. These Terms of Use should be read in conjunction with the Creative-Exchange Privacy Policy.

THESE TERMS AND CONDITIONS OF USE CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND Creative-Exchange PTY LIMITED. ("Creative-Exchange", "WE" OR "OUR"). PLEASE READ THIS AGREEMENT ("AGREEMENT") IN ITS ENTIRETY BEFORE YOU CONTINUE TO USE THIS WEBSITE OR DOWNLOAD ANY IMAGE. BY CLICKING ON THE BUTTON THAT STIPULATES AGREEMENT TO THE FOLLOWING TERMS AND CONDITIONS AND BY USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE, CLICK THE CANCEL BUTTON TO DECLINE THIS AGREEMENT, AND DISCONTINUE USING THE SITE.

Ownership of This Website

This website is owned and operated by Creative-Exchange Pty Limited. All of the content featured or displayed on this website, including, but not limited to, text, graphics, photographs, images, moving images, sound, illustrations and software ("Content"), is owned by Creative-Exchange Pty Limited, its licensors and its content providers, with the exception of Contributor Content (as defined in the paragraph headed "Terms Specific to Contributors" below), which will always remain the property of the respective contributors unless sold by those contributors.

All elements of Creative-Exchange websites, including, but not limited to, the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. Except as explicitly permitted under this or another agreement with Creative-Exchange or one of its subsidiaries, no portion or element of this website or its Content may be copied or retransmitted via any means and this website, its Content and all related rights shall remain the exclusive property of Creative-Exchange or its licensors unless otherwise expressly agreed.

Confidential Information

The information disclosed on this site, including but not limited to Contributor Content, advertising, marketing and creative concepts, campaigns, strategies, artwork, plans, trade secrets or business information ("Confidential Information") is confidential. You agree to treat this information as strictly confidential and not to reproduce, use, disclose or communicate any such information without the express consent of Creative-Exchange, or the respective contributor as the case may be.

You shall indemnify Creative-Exchange, its subsidiaries, its affiliates and licensors against any losses, expenses, costs or damages incurred by any or all of them as a result of your breach of the terms of this Agreement or your unauthorized use of the Content or confidential information and related rights.

The term "Creative-Exchange" and the Creative-Exchange logo are trademarks of Creative-Exchange or its subsidiaries and may be registered in some countries.

Use of the Site

You agree that you will not use the site for any purpose that is unlawful and will comply with all relevant laws and regulations. In particular, you agree that you will not use the site to spam, or to post, publish, transmit, distribute or upload via the site any unauthorized or unsolicited emails, chain letters, advertisements, promotional materials, 'junk mail', pyramid scheme or other similar activity; collect information about others without their consent; transmit or upload any material that contains viruses or any other harmful programs or that breach any laws including intellectual property or privacy rights; interfere with or disrupt the site or attempt to gain unauthorised access to any services or information.

Creative-Exchange will not be liable to sellers or contributors if any person breaches these Terms of Use or uses, discloses or copies any Content or Contributor Content otherwise than as permitted on the website.

Disclaimers

THIS WEBSITE AND ITS CONTENT ARE PROVIDED "AS IS" AND Creative-Exchange EXCLUDES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. THE FUNCTIONS EMBODIED ON, OR IN THE MATERIALS OF, THIS WEBSITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU, NOT Creative-Exchange, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS WEBSITE.

Except as specifically stated in these Terms and Conditions of Use, the Privacy Policy, or elsewhere on this website, or as otherwise required by applicable law, neither Creative-Exchange nor its directors, employees, licensors, content providers, affiliates or other representatives will be liable for damages of any kind (including, without limitation, lost profits, direct, indirect, compensatory, consequential, exemplary, special, incidental, or punitive damages) arising out of your use of, your inability to use, or the performance of this website, the Content or a breach of these Terms of Use by any person or party whether or not we have been advised of the possibility of such damages.

Creative-Exchange makes no representations or warranties as to the compliance of the Content or Contributor Content with the relevant laws and accepts no responsibility for legal challenges in relation to the Content or the Contributor Content. Buyers are recommended to seek their own legal advice in relation to Content and Contributor Content.

Creative-Exchange uses reasonable efforts to ensure the accuracy, correctness and reliability of the Content and Contributor Content, but we make no representations or warranties as to the accuracy, correctness or reliability of the Content or Contributor Content.

There may be links to other websites from the Creative-Exchange website; however, these other websites are not controlled by Creative-Exchange and we are not responsible for any content contained on any such website or any loss suffered by you in relation to your use of such websites. You waive any and all claims against Creative-Exchange regarding the inclusion of links to outside websites or your use of those websites.

Australia, some US states and other countries do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by national or state provisions.

Governing Law and Venue

This Agreement shall be interpreted, construed and governed by the New South Wales Law and you submit to the jurisdiction of the courts of New South Wales for all purposes in connection with the Creative-Exchange website and its services., without reference to its laws relating to conflicts of law and not including the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods. Venue for all disputes arising under this Agreement shall lie exclusively in the courts of New South Wales (as permitted by law) and each party agrees not to contest the personal jurisdiction of these courts. Notwithstanding the foregoing, however, Creative-Exchange shall have the right to commence and prosecute any legal or equitable action or proceeding before any non-Australian court of competent jurisdiction to obtain injunctive or other relief in the event that, in the opinion of Creative-Exchange, such action is necessary or desirable.

No action of Creative-Exchange, other than an express written waiver or amendment, may be construed as a waiver or amendment of any of these Terms and Conditions of Use or Privacy Policy. Should any clause of these Terms and Conditions of Use or Privacy Policy be found unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect.

We reserve the right to change these Terms and Conditions of Use, the Privacy Policy, prices, information and available contractual license terms featured on this website without notice. These conditions set out the entire agreement between Creative-Exchange and you relating to your use of this website.

Creative-Exchange will not be liable to sellers, purchasers or contributors if any person breaches these Terms of Use or uses, discloses or copies any Content or Contributor Content otherwise than as permitted on the website.

Terms Specific to Contributors

In applying to become a contributor to Creative-Exchange to Sell Ads and/or creative via the site, you agree that:

1. Subject to clause 2 below, you warrant that all creative work including advertising material in any form submitted by you in accordance with the facilities of this website ("Contributor Content") is original and unpublished, and has been created by you in its entirety. Where Contributor Content submitted by you is also attributable to other parties, they must also be registered contributors of Creative-Exchange. In addition, you warrant you have their permission to offer the work for sale or license on the Creative-Exchange website and you have apportioned the correct percentage of ownership in the work as agreed between all parties responsible for the work. In the case of companies submitting Contributor Content for sale or license you warrant that the company is the sole owner of copyright in the work and that you personally have the proper legal authority to offer the work for sale.
2. If you are a company re-selling published creative for re-sale, you warrant that the company owns copyright in the work in its entirety and that the work was last published or aired at least six months prior to publishing the work for resale. In addition, you agree to disclose to Creative-Exchange and the purchaser/licensee that the creative has previously been published, and to provide details of the extent to which it has been previously published.
3. You will not submit any Contributor Content that is or could be considered in breach of any rights of others including copyright, trade mark, trade secret, patent, moral rights and other intellectual property, privacy or publicity rights.
4. You will not submit any Contributor Content that is or could be considered defamatory, libellous, obscene, vulgar, harmful, derogatory, pornographic, sexually inappropriate, violent, abusive, harassing, threatening, hateful, bullying, humiliating, discriminatory, objectionable with respect to race, religion, origin or gender, not suitable for children aged under 15, or otherwise unsuitable for publication.
5. You will obtain prior consent from any person or property that appears in your Contributor Content, including the parent or guardian of any person aged under 18.
6. All Contributor Content submitted by you for posting on the Creative Exchange site is first subject to approval by Creative-Exchange and may be rejected at our sole discretion. Submission of creative work does not render us liable to display the work for sale on the site, nor constitutes a commitment to sell the work.
7. All Contributor Content that is submitted by you, displayed on the Creative-Exchange website and subsequently sold, is subject to a 20% commission which will be deducted from the sale price before forwarding payment to you. Contributors are at liberty to sell their work directly to purchasers without incurring this commission fee.
8. In the case of multiple owners of the work, Creative-Exchange will subtract a 33% commission from the sale price to cover additional account costs and remit the correct percentage (as stated on the 'Creative Submission' form submitted with the work) of the balance to the respective parties. Contributors are at liberty to sell their work directly to purchasers without incurring this commission fee.
9. You agree that by submitting Contributor Content to Creative-Exchange to be posted on the Creative Exchange site, you grant Creative-Exchange a non-exclusive royalty free worldwide perpetual license to use the Contributor Content for the purposes of posting the Contributor Content on the website and for facilitating any services and transactions available in connection with this site.
10. You agree that the terms of the arrangement between you and any third party(s) with respect to the assignment (sale) or licensing of your intellectual property in your material (including but not limited to the terms regarding copyright and moral rights, restrictions on use, or payment terms in respect of your Contributor Content) will be a matter for determination between you and the respective third party in each case. If you intend to assign copyright to any third party, you acknowledge that you will require separate written documentation between you and the purchaser in order to effect such an assignment, and you agree that it is your responsibility to obtain your own legal advice in this regard. Creative-Exchange will take no responsibility in this regard.
11. You indemnify Creative-Exchange and its associates from any legal proceedings arising out of, or as a result of, the publishing or other use of Contributor Content that you submit.
12. Creative-Exchange can at any time and without notice block your access to the site and cancel your status as a contributor.
13. Creative-Exchange reserves the right to decline display of any inappropriate advertising without notice and without reason.

In applying to Sell Services through Creative-Exchange, you agree that:

1. In accepting a job via the Creative-Exchange website, you agree to deliver a proper and considered response within the deadline given.
2. You agree that by responding to a job, that you will not receive royalties or further compensation beyond the initial agreed fee.
3. You agree to keep all briefs reviewed and accepted by you completely confidential. You shall not disclose the contents of any briefs, directly or indirectly, to any third party for any purpose.
4. Creative-Exchange reserves the right and can at any time and without notice or reason block your access to the site and cancel your status as a supplier.