Terms and Conditions

Please read these terms and conditions carefully. They govern the use of this website and provision of Smart Media’s services described on this page, acceptance of which constitutes a legally binding contract.

INTERPRETATION AND DEFINITION

In this agreement the following terms shall have the respective meanings assigned to them: “Agreement”means these Terms and Conditions, Service descriptions, Terms of Use, Payment Terms and the Project Brief and any addenda. In the event of any conflict between the terms of this Agreement for the provision of Services, the details of the Project Brief shall prevail, except for payment terms where the Payment Schedule shall prevail;“Smart Media” means Smart Media Pty LTD, provider of online marketing solutions; “Client” means the Company that enters into an agreement with Smart Media , its employees, agents, representatives and sub- contractors, to whom the Service is provided as set out in the Project Brief; “You” means any visitor to the Smart Media site;“Site” means the Smart Media website at www.smart-seo.com.au ; “Commencement Date” means the date of commencement of the Services as set out on the signed Project Brief; “Fees” means the amounts payable by the Client for the Services provided by Smart Media as detailed in the Project Brief; “Initial Term” unless otherwise stated in Project Brief means either 180 days from Commencement Date for SEO contracts and 90 days from the Commencement Date for Google AdWords™ or Social Media advertising. “Payment Terms”means the agreed schedule of payments that the customer shall make to Smart Media for the provision of services forming part of these Terms and Conditions; “Services” means the services that Smart Media currently offers, details of which are on the Smart Media website and the services to be provided by Smart Media to the Client as specified in the Project Brief.

GENERAL

This Agreement is by and between Smart Media Pty LTD, its Clients their heirs, assigns, agents and contractors and Users of Smart Media’s website and is made effective as of the date of electronic execution. By accessing the Smart Media website, you acknowledge and agree that you have read, understood, acknowledged and agreed to be bound by all the terms and conditions of this Agreement.

TERMS OF USE

1. LICENSE

1.1 By offering this site for use, Smart Media provides a worldwide, nonexclusive, nontransferable, revocable, limited license to access and make personal use of the information and services on this website, strictly subject to and in accordance with these Terms. Smart Media reserves the right to amend or terminate this license at any time and for any reason.

1.2 Failure to comply with these Terms may result in automatic termination of this license, without prior notice. Except for the limited license set forth in these Terms, Smart Media does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary materials.

1.3 The Smart Media name and logos are registered trademarks and may not be used without our written consent. You agree that all the materials displayed on or available through this website, including without limitation any and all names, logos, data, information, graphics, underlying software, displayed on or available from this website are protected by copyright, trademark and other intellectual property laws and are available for your personal use only. In connection with viewing and using this website, you are permitted to temporarily download one copy of the materials posted on this website onto a single computer for your personal, non-commercial use only.

1.4 You must not copy, modify, alter, download, publish, broadcast, distribute, sell or transfer any such materials unless expressly provided for in these Terms or with our express written permission. All rights not expressly granted herein are reserved.  Downloading of any information, content or images from this website does not transfer any right or ownership of such information, content or images to you and such information, content or images may be used solely in accordance with these Terms. All copyright and other proprietary notices contained in downloadable materials must be retained.

2. LINKS TO OTHER WEBSITES

2.1 Links to other websites are provided for your convenience. Smart Media does not control these other websites and cannot be responsible for the content or accuracy of the information or other material on these websites. Unless expressly stated on this website, the provision of a link to an external website does not constitute an endorsement or approval of that website or any of the products or services on that website. You should seek independent expert advice if you have any concerns regarding what services, products or solutions may be suitable for you. Smart Media will not be liable for any damages or injury arising from your access to such sites or content.

3. LIMITATIONS ON USE OF SITE

3.3 You agree to use the Site only for lawful purposes. You agree that you will not use any device, software or other instrumentality to interfere or attempt to interfere with the proper working of our site, and that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure.  In addition, you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein, without the prior express consent Smart Media.

TERMS OF SERVICE

Smart Media offers internet marketing services that include, but not limited to: search engine optimization (hereinafter “SEO”), Google Adwords®, Facebook and other Social Media advertising, Link Building, and Web design/development.

1. QUOTE FOR PROVISION OF SERVICES

1.1 All quotes supplied by Smart Media are valid for 7 days from the date the quote is provided. Smart Media may amend this provision during promotional periods. Acceptance can be provided in writing, via electronic mail, in writing or via fax.

2. COMMENCEMENT OF SERVICES

2.1 Smart Media will send Client an email requesting additional information for the Project Brief. Smart Media will commence work within fourteen (14) days after the date of receipt of information.

2.2 Smart Media will use its best endeavours to provide Service to Client within a reasonable timeframe. Smart Media is not liable for delays to project or anticipated timeframes for delivery of service.

3. PAYMENT TERMS

3.1 Client agrees to pay for the Products and Services in full prior to work commencing on the Project Brief, unless otherwise agreed at Smart Media’s discretion.  Invoices are payable within five (5) business days from the date of the invoice.

3.2 Client may request a full refund within seven (7) days of remitting payment to Smart Media, prior to work commencing.  Client acknowledges that no refunds are available once work has commenced on the Project Brief and additional requests for refunds will require Management review.

3.3 For SEO Contracts, a one-time setup fee will be assessed and payment is required prior to work commencing. Monthly maintenance fees are not included in the setup fee. Client will be billed for each month for the maintenance fee until customer provides Smart Media with a written cancellation request.

3.4 If Client provides Smart Media with their credit card information, you authorize Smart Media to automatically charge your credit or debit card for charges that apply to your account. Recurring charges will be posted to your credit card until such time that you cancel your account in accordance with Smart Media cancellation policy.

3.5 Client may elect to have invoices paid by direct debit. By completing a direct debit request, Client authorizes Smart Media to arrange for account funds to be debited to your account.

3.6 All payments to Smart Media Pty. Ltd. will be made in AUD (Australian Dollar).

4. LATE OR NON-PAYMENT

4.1 If payment has been declined or has not been made, Client’s account will be suspended and a reactivation fee of $50 will apply.

4.2 For returned cheques due to insufficient funds, Smart Media reserves the right to request alternate payment method.

4.3 If payment has not been received after 30 days, this will result in termination of our services and any links and SEO work will be removed. Cancelled accounts cannot be reactivated and any account history or information will not be retrievable. No refund will be given thereafter.

3. CLIENT OBLIGATIONS

5.1 Client will provide Smart Media with reasonable direct and remote access to its website, and shall provide such other reasonable assistance as Smart Media may request, including, but not limited to, providing source code and other statistical, diagnostic information and other relevant information required to enable Smart Media to comply with its obligations under this Agreement.

5.2 Smart Media shall provide the Services during the continuance of this Agreement Smart Media will use reasonable efforts to provide Client with the Services in accordance with the estimated timeline set out in the Project Brief.

5.3 Where the Service being provided requires, Smart Media will liaise with the relevant web agency, hosting company or other third party in order to provide the Services.  Smart Media shall not be liable for any act or omission by the relevant web agency, hosting company or other third party, if such act or omission results in Smart Media breaching its obligations under this Agreement.

5.4 Smart Media will not make changes to or update a Customer’s website prior to written or verbal consent from the Customer, stating that Smart Media have the right to make the agreed changes and the Customer, as the website owner, agrees to and takes full responsibility for those changes being made.

6. IMPLEMENTATION OF SEO SERVICE

6.1 Smart Media guarantees that Client’s website will appear on the first page of designated Search Engines within an agreed period of time of the Commencement Date. If Smart Media is unable to achieve this ranking within that time period, Smart Media agrees to provide further optimization services until such time when Client’s website is listed on the first page.

6.1.1 Client acknowledges that Smart Media may, as part of the client’s SEO campaign, add links and content to the client’s website. If the client chooses to reject these additions, their First Page Guarantee may be rendered void, to the discretion of Smart Media.

6.2 Client acknowledges that the guarantee applies only to selected keywords chosen by the Client. Smart Media will advise Client to which keywords guarantee applies.

6.3 Client acknowledges that Search Engine Optimization (“SEO”) is governed by many factors which are outside the direct control of Smart Media. Search Engines are third party systems with unknown variables, algorithms and indexing decisions that can change at any time and without notice over which we have no control. Smart Media will use best efforts, techniques and accepted standards to improve Client’s Search Engine Ranking but cannot guarantee of #1 ranking of Client’s website on any major Search Engine using Client’s desired keywords. Client further acknowledges that the website’s ranking with a particular Search Term will rely on both the relevancy of that term on your pages, and the popularity of that term on other websites.

6.4 Client further acknowledges and understands that a website’s rankings may go backwards. Client agrees if this were to happen, no liability will be on Smart Media and no refunds or discounts given.

6.5 Smart Media is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.

6.6 Smart Media is not responsible for the Client overwriting Smart Media’s work to the Client’s site. (e.g., Client/webmaster uploading over work already provided/optimized). The Client will be charged an additional fee for re-constructing content.

6.7 Smart Media follows a strictly ethical SEO policy and will not be responsible for any bans or search engine suspension for the following:

  • duplicate sites, duplicate content or pages, redirects or doorway pages.
  • link farms or any spanning techniques which may harm the web site’s ranking with Google.
  • Increased traffic or sales
  • hidden links
  • automated web site submission software or websites

6.8 Client acknowledges that Smart Media will add an “SEO Services” by “Smart Media” link to the footer section of each website they work on. This is Smart Media’s branding and to remove it will cost $250.

7. IMPLEMENTATION OF GOOGLE ADWORDS®

7.1 Smart Media shall provide Client a management service of a Google AdWords® account in accordance with the terms set out in the Project Brief.

7.2 Client expressly permits Smart Media to create a Google AdWords™ account on their behalf. Client acknowledges that Google AdWords™ are subject to Google’s Terms and Conditions. Client’s account will be deemed active once Google™ approves it for online advertising. Smart Media is not liable if Client’s account is rejected.

7.3 Smart Media acknowledges that Client owns the Google AdWords™ Account developed by Smart Media. Upon expiration of the term of this agreement Client may retain the account and all its configuration.

7.4 Smart Media will send a draft to Client once work is complete. Client agrees to review and approve said draft within fourteen (14) business days. Smart Media is not liable for errors or omissions once the ads are deployed.

8. FACEBOOK AND SOCIAL MEDIA ADVERTISING

8.1 Smart Media agrees to promote Client’s company on Facebook® and/or Social Media sites including but not limited to Twitter™, YouTube™, Digg™ and LinkedIn™ through targeted advertising campaigns per the agreed specifications set out in the Project Brief.

8.2 Client agrees to provide Smart Media with information (ad banners and web site links) within ten working days after the Commencement Date and further agrees that they will comply with any technical specifications provided to the customer by Smart Media. Drafts will be sent to Client for approval before being submitted to the relevant site.

8.3 Client agrees that any images to be used in advertisements will be supplied to Smart Media. Client acknowledges that if images are not provided, additional design fees may be payable. Smart Media will include these additional fees on the invoice.

8.3 Client acknowledges that Facebook and other social media  sites reserve the right to refuse adverts at any time for any reason, whether or not the same has already been acknowledged and/or previously published, including but not limited to for reasons relating to the contents of the advertisement or any technology associated with the advertisement. Smart Media will make every effort to create a substitute advertisement. If the advertisement is rejected due to content, Smart Media shall require Client to supply new copy acceptable to aforementioned sites. Smart Media cannot be held liable for rejection of ads by third party websites. Client acknowledges that if an advertisement previously accepted and displayed on a social media site is then subsequently removed by said site, prior to the end of the agreed period, that Smart Media is not liable for this decision and no refund will be payable.

9. LINK BUILDING

9.1 If requested Smart Media shall provide the link building services as specified on the Smart Media website and to the agreed specifications on the Project Brief.

9.2 The number of links stated in the Project Brief is the number of links that SMART MEDIA will provide on the link building report. The number is correct at the point at which the report is generated and quality controlled, whereupon it will be emailed to the Client.

9.3 SMART MEDIA offers no guarantee for the length of time each link will remain live after the point at which it has been confirmed and reported on the Customer link report.

9.4 Client acknowledges that SMART MEDIA is not liable for the content of those sites. Use of any such linked web site is at the Client’s own risk.

9.5 The inclusion of any link does not imply endorsement by SMART MEDIA of the site.

9.6 Client acknowledges that linking to “bad neighborhoods” or receiving links from “link farms” can seriously damage all SEO efforts. SMART MEDIA does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.

10. COPYWRITING

10.1 Smart Media agrees to produce written material for inclusion on Client’s website upon the request of the Client and per the agreed specifications in the Project Brief.

10.2 Smart Media agrees that it will be the sole author of the work, which will be original work by SMART MEDIA copywriter, free of plagiarism. Smart Media agrees to use reasonable care to ensure that all facts and statements in the work are true and that the work does not infringe upon any copyright, right of privacy, proprietary right, right of publicity or any other right of a third party

10.3 Client may provide additional copy to Smart Media. Client accepts full responsibility for all detail contained in the copy provided to Smart Media and agrees to use reasonable care to ensure that all facts and statements in the work are true and that the work does not infringe upon any copyright, right of privacy, proprietary right, right of publicity or any other right of a third party.

10.4 Smart Media acknowledges that Client has the right to edit the work in a time frame agreed upon in advance as it deems appropriate for publication, and that Smart Media will cooperate with Client in editing and otherwise reviewing the work prior to publication.

10.5 Client agrees that they are responsible for reviewing the final draft for accuracy to include spelling and grammatical errors, statements and assertions. Smart Media is not liable for errors discovered after publication.

11. WEB DESIGN AND DEVELOPMENT

11.1 Smart Media agrees to design and develop a website at Client’s request and will deliver the work by to the agreed specifications in the Project Brief.

11.2 Client is solely responsible for preparing and posting detailed descriptions of each of its Project Briefs, including providing samples illustrating Client’s creative brief (“samples”), site structure, number of pages required, the applicable deadline, and other relevant terms and conditions. Client agrees to provide information to Smart Media within 30 days of signing the agreed Project Brief.

11.3 Client agrees to supply the Smart Media with adequate photography or imagery to use in the design; or SEO may recommend a stock photography bundle to suit the project. Client acknowledges that an additional fee may be assessed for any stock photography we acquire.

11.4 Client agrees that if it fails to deliver information or content to Smart Media to enable development work to commence within thirty (30) days, that Smart Media may at its discretion consider the project cancelled. Client also agrees that no refund would be payable under this circumstance and will not hold Smart Media liable for subsequent breach of this Agreement.

11.4 Smart Media will send Client a “Web Draft” once work is completed. Client agrees to review and test website for grammatical, spelling, graphical errors and coding bugs. Client hereby agrees that it is their sole responsibility to notify Smart Media of any such errors during the revision cycle and before the final files have been generated. Client agrees to provide feedback and revisions to Smart Media within fourteen (14) working days after receipt of the draft.

11.6 Client is responsible for acquiring and purchasing a domain name. Smart Media may at its discretion advise Client on suitable names.

11.7 Client hereby acknowledges that Smart Media is not responsible for any errors, grammatical or otherwise found in submitted material Client provides towards the development of the website.

11.10 Smart Media agrees to resolve any errors or implement revisions requested by Client. Client agrees that a maximum of three revisions are available.

11.11 Client acknowledges that any change requests after final approval has been given to Smart Media or after website is live in Production, that Smart Media reserves the right to require Client sign a new contract and pay any subsequent fees. Smart Media will not commence work on subsequent change requests until full payment has been received.

11.12 Client acknowledges that Smart Media will add a “Web Design” by “Smart Media” link to the footer section of each website they work on. This is Smart Media’s branding and to remove it will cost $250.

12. HOSTING

12.1 Client’s website should be hosted on a reliable server, based in the country of Search Engine interest, with constant availability, for optimum results.

12.2 Smart Media may recommend changing Client’s host or server, in order to protect the interests of your web site’s ranking within the Search Engines. Smart Media offers no guarantees to interruption of hosting services and cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service.

12.3. Client may elect to host their website with Smart Media for an additional annual fee.  Client agrees to pay the annual hosting charge in advance of commencement of hosting services

12.4 Client acknowledges that Smart Media may from time to time be required to perform maintenance, upgrades or replacements to servers. Smart Media reserves the right to suspend access to such server during the required time to do the maintenance, upgrade or exchange the server. In this event, Smart Media will notify Client via e-mail at least 24 hours before the due date and time for maintenance.

INTELLECTUAL PROPERTY AND COPYRIGHT

13.1 The technology and content provided on the Smart Media Site, unless specified otherwise is owned by or licensed to Smart Media. Content includes but not limited to text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software.

13.2 Smart Media and its licensors retain all proprietary rights to that content and technology and by continuing to use this website, Client acknowledges said content and technology is protected by Australian and international intellectual property laws.

13.4 For all content, imagery or photography provided to Smart Media in the provision of services, Client hereby warrants:

i)        they own the intellectual property rights in that content;

ii)       that content does not infringe the intellectual property rights of a third party;

iii)     that content is not fraudulent, stolen, or otherwise unlawful;

iv)     that content does not violate any applicable law, statute, ordinance or regulation (including but not limited to, those governing export control, consumer protection, unfair competition, or criminal law);

v)      that content is not defamatory, unlawfully threatening or unlawfully harassing; and

vi)     that content does not contain viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of other computer software or hardware.

13.4 Smart Media reserves the right to refuse any content it considers to be in contravention with any of the above statements.

14. STOCK IMAGERY/PHOTOGRAPHY

14.1 Client acknowledges that copyright to any stock imagery or photography used on Client’s websites is retained by the owner.

14.2 Client acknowledges that such images can therefore not be used or re-used for any other purpose and can only be used as they were placed onto your website by Smart Media. Any editing of the dimensions in which they appear may contravene their usage rights.

15. TRUTH IN ADVERTISING

15.1 Client hereby warrants that there is nothing in any advertisement or other material provided to Smart Media, or in any material to which the advertisement or other material links or refers, that violates any personal or proprietary right of any third party, constitutes false advertising, is harmful, or violates any law or governmental regulation.

15.2 Client agrees to indemnify and hold harmless Smart Media, its employees, directors, heirs and assigns  against all liability, loss, damage and expense of any nature, including attorneys’ fees, arising out of the publishing, distribution, or transmission of any advertisement submitted by or on behalf of the Client or the linkage of any advertisement to any other material

16. ASSIGNMENT OF INTELLECTUAL PROPERTY TO CLIENT

16.1 All copyright and other intellectual property rights in any work created, commissioned or otherwise acquired by Smart Media during the implementation of any contract between Smart Media and Client shall remain with Smart Media until full payment has been received.

16.2 Upon full payment, Smart Media hereby agrees to transfer to the Client all rights title and interest in the copyright and other intellectual property rights in all artwork, manuals, information, material reports, source code and other output which is produced, extended or modified during the production of the work outlined.

17. TERM OF AGREEMENT AND CANCELLATION

17.1 The Initial Term for the Agreement for Services shall continue as follows unless otherwise mutually agreed upon in writing:

-          180 days for search engine optimization contracts

-          90 days for Google AdWords™ and Social media advertising contracts

17.2 Following the Initial Term, this Agreement shall renew at the end of each 30-day period for a successive 30-day term unless either party provides a minimum of 7 days written notice of its intention not to renew or if both parties agree to enter a new contract term for a determined time period.

17.3 Cancellations become effective on the day processed by Smart Media. Client will be notified of the cancellation via email.

17.4 If Client cancels before the end of the initial contract term a $50 penalty will be assessed.

DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

18.1 Smart Media warrants that the services provided will at the time of delivery correspond to the specifications provided in the agreed upon Project Brief.

18.2 Client acknowledges that Smart Media does not warrant or make any representations concerning the accuracy of design, content, features, features, functions and performance of any  web pages created by Smart Media or any advertisement placed on social media websites or otherwise, nor does it warrant or make any representations concerning the accuracy, likely results, or reliability of any optimization services it provides.

18.3 Client hereby agrees that the responsibility to check the performance, accuracy and quality of any web pages created by Smart Media rests solely with them.

18.4 Client hereby agrees that Smart Media is not liable for any failure to carry out services for reasons beyond its control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on a major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.

18.5 Client agrees Smart Media is not liable for absence of services as a result of illness or holiday.

18.6. The content on this Site is for general information only and use and is not intended to address your particular requirements. In particular, the content does not constitute any form of advice, recommendation or arrangement by Smart Media and is not intended to be relied upon by users in making (or refraining from making) any specific investment or other decisions. Appropriate independent advice should be obtained before making any such decision. Any arrangements made between Client and any third party named on this Site is at Client’s sole risk and responsibility.

18.7 USE OF THIS SITE IS AT YOUR SOLE RISK. ALL MATERIALS, INFORMATION, AND SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITATION, SMART MEDIAMAKES NO WARRANTY OR GUARANTEE THAT THIS WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL SMART MEDIA OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, ACCOUNT PROVIDERS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS “SMART MEDIA”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF SMART MEDIA SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, SMART MEDIA IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE LIABILITY OF SMART MEDIA TO YOU WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

21.1 TERMINATION

21.1 Client acknowledges and agrees that Smart Media, at its sole discretion, may suspend access to this website, suspend services or terminate this Agreement if the Client:

i. fails to pay any sum due under this Agreement and such sum remains unpaid for 5 days after written notice from Smart Media that such sum has not been paid;
ii. ceases to carry on business or become insolvent, or have an administrator or receiver appointed or enter into liquidation or enter into any agreement with its creditors; or
iii. fails to fulfill any of its obligations under any part of this or any other agreement that it has with Smart Media; or
iv. interferes with or impairs the Service, or Smart Media’s ability to deliver the Services.
vi. behaves in a manner  found to be unlawful, inconsistent with, or in violation of, the letter or spirit of the terms of this Agreement.

22. CONFIDENTIALITY

22.1 Save as provided in this Agreement each party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed by one party to the other. Each party shall restrict disclosure of such confidential material to such of its employees as need to know the same for the purpose of discharging its obligations under the Agreement and shall ensure that such employees are subject to corresponding obligations of confidentiality.

23. INDEMNIFICATION

23.1 Client agrees to indemnify and hold harmless Smart Media, its employees, directors, heirs and assigns  against all liability, loss, damage and expense of any nature, including attorneys’ fees, arising out of the publishing, distribution, or transmission of any advertisement submitted by or on behalf of the Client or the linkage of any advertisement to any other material.

24. SEVERABILITY

24.1 If any provision of these Terms is held to be unenforceable, or invalid, for any reason, then that provision is deemed to be modified to the extent required to remedy the unenforceability or invalidity or if it is not possible to remedy the unenforceability or invalidity, that provision is to be severed from these Terms and these Terms will otherwise remain in full force.

25. JURISDICTION

25.1 This Contract shall be governed by the laws of the State of New South Wales, Australia. The parties submit all disputes arising between them to the courts in the State of New South Wales and any court competent to hear appeals from those courts of first instance.

26. ENTIRE CONTRACT

26.1 These Terms are the entire agreement between the parties regarding the use of this Website and the purchase of any services and supersedes all previous negotiations, commitments and agreements about the website and the services.

27. OTHER LEGAL NOTICES

27.1 The Trademarks used herein are registered trademarks and used under license:

- YouTube™ and Google AdWords™  are registered trademarks of Google Inc, 1600 Amphitheatre Parkway, Mountain View, CA 94043

- LinkedIn® is a registered trademark of Linkedin Corporation, 2029 Stierlin Ct. Mountain View, CA 94043

- Digg® is a registered trademark of Digg Inc,135 Mississippi Street, 3rd Floor, San Francisco, CA 94107-2536 94043