TERMS AND CONDITIONS

BACKGROUND

1. The Subscriber sends electronic data to the on-line listing provided by YP to promote the Subscriber's business.
2. YP has developed a website with a property listing search interface to enable the general public to search on-line for properties which are for sale or lease.
3. The Subscriber is only allowed to list properties on the website that are being Actively Marketed from the Business Address.
4. Subsrcibers with more than one Business Address will require a service contract for each address.

OPERATIVE PROVISIONS

1. DEFINITIONS
   • "Actively Marketed" means the promotion and advertising of Properties by Real Estate Agents who are employed at the Business Address, which would ordinarily be promoted and advertised by a Real Estate Agent working in the area of the Business Address.
   • "Agreement" mean this agreement;
   • "Business Address" means the address listed in Item 6 of the Schedule for the Subscriber;
   • "Date of Commencement" means the date specified in Item 3 of the Schedule as the date of commencement of this Agreement;
   • "Company" means a company as defined by Section 9 of the Corporations Act 2001;
   • "Contract for Sale means a contract by the registered owner of a lot, who is registered in the freehold Land Register as the person entitled to deal with the fee simple, to sell their interest to another party who is not the registered owner of the lot;
   • "Direct Debit Request" means the Form contained in Schedule B that must be completed by inserting the required information;
   • "Fee" means the amount specified in Item 2 of the Schedule;
   • "Hello World" means the internet video messaging business operated by DigitalFX Networks LLC from the website located at www.helloworld.com;
   • "Hello World System Specifications" means the specifications listed in Item 8 of the Schedule
   • "Helpline" means a 24 hour help and support telephone line providing advice and technical support.
   • "Initial Term" means the length of time specified in Item 1 of the Schedule;
   • "Land Register means the registry responsible for maintaining the records of Property by the appropriate bodies of each State;
   • "Lease Agreement" means a contract by the registered owner of a lot, who is registered in the freehold Land Register as the person entitled to deal with the fee simple, to lease their interest to another party who is not the registered owner of the lot;
   • "Nominated Person" means the persons (up to a maximum of 3) nominated in writing by You with the responsibility of uploading Properties to the website via the Portal;
   • "PayWay-Net" means the direct debit accounting system operated and maintained by Westpac Banking Corporation under the name PayWay-Net and any replacement thereof;
   • "Personal Website Address" means the website address shown in Item 7 of the Schedule;
   • "Portal" means the secure and exclusive portal granted to You to allow you to have administrative access to the Website for the purpose of uploading and removing data.
   • "Property/Properties" means any land and any improvements to the land which includes buildings or structures which is registered;
   • "Service" means the services provided to You by Us as described in Clause 7;
   • "Sold Database" means the database which maintains Properties which are subject to completed or settled contracts;
   • "State(s)" means a State or Territory within Australia;
   • "System Specifications" means the specifications listed in Item 4 of the Schedule;
   • "Us", "We", "Our", "YP" refers to Docky Pty Ltd ACN 128 389 499 and its subsidiaries, employees, officers, agents, affiliates or assigned parties;
   • "You", "Your", "Subscriber" refers to the you as the user of the Service;
   • "Website" means the website located at the address specified in Item 5 of the Schedule;
   • "WWW" means the World Wide Web;


2. TERM OF AGREEMENT
   • The Initial Term of this Agreement is for the time specified in Item 1 of the Schedule.
   • Following expiry of the Initial Term, this Agreement shall continue on a month-to-month basis under the same Terms and Conditions as contained in this Agreement, unless you provide us with thirty (30) days clear written notice of your intention not to continue the Agreement, or you renew this Agreement with Us.


3. OBLIGATIONS ON THE SUBSCRIBER
   • You must:
     • Hold a current real estate agent's license which is valid in the State or country to which the properties You list on the Website relate;
     • Only advertise properties that are currently vailable for purchase or lease within the State(s) or countries permitted under this Agreement;
     • In the event of a Contract being entered into which is either:
       • a Contract for Sale of a Property; or
       • a Lease Agreement for a Property;
       
       Then You must do the following:
       • if the contract is under 3.1(C)(a), within 48 hours transfer the property to the Sold Database or remove the Property from the Website; or
       • if the contract is under 3(C)(b), within 48 hours mark the property as "under contract" or remove the Property from the Website.
       
       For the purposes of this clause 3.1 (c) a Contract is deemed to be entered into when both parties sign the contract. Time runs from that event.
     • Once the Contract is complete (settlement) the Property must be removed from the Website.
   • You represent and warrant in relation to any material and or information you provide to the Website that:
     • You are authorised to provide the material and/or information;
     • You are acting under the authority of the proprietors of all Properties concerned;
     • the material and/or information is not defamatory or a malicious falsehood in relation to any product, service, person or corporation;
     • the material and/or information is not the "passing off" of any product or service and does not constitute unfair competition;
     • the material and/or information does not infringe any intellectual property rights including but not limited to, trade marks, service marks or business names (whether registered or unregistered), confidential and copyright; and
     • the material and/or information does not infringe any legislation or regulations of the Commonwealth of Australia and the State of Queensland, including but not limited to, the Trade Practices Act 1974 (Cth) and the Fair Trading Act 1989 (QLD) and any other parliament competent to legislate in relation to the Website or any law in any country where the material and/or information is or will be available electronically to the users of the Website.


4. ACKNOWLEDGEMENTS OF THE SUBSCRIBER
   • By uploading any material which is intellectual property, including but not limited to, copyrighted works, trade marks and service marks ("the intellectual property") on to the Website, You are granting Us a perpetual, non-exclusive and payment-free licence throughout the world to:
     • reproduce, use and exploit the intellectual property, as part of the Website, to the full extent permitted by intellectual property law in any jurisdiction in which the Website is available to users; and
     • allow Us to sub-license others the same rights as granted to Us in (a) above.
   • We are not under any obligation to monitor or censor the material generated by You that appears on the Website, but We reserve the right to do so;
   • In relation to any material and/or information included on the Website, We may remove any material and/or information, including but not limited to links to other sites on the WWW, at any time without giving any explanation or justification for removing the material and/or information;
   • We are not responsible for the content or accuracy of the Website. You are solely responsible for ensuring that the information contained on the website is accurate and does not constitute misleading or deceptive conduct under the Trade Practices Act (Cth);
   • You acknowledge that systems or technological failure may impede access to all or any part of the Property data and this does not give rise to a right for termination by You;
   • You are responsible for the security and integrity of the data.
   • In the event that We are in default You agree to give Us written Notice of our default and you may only terminate this agreement if We fail to remedy the default within 10 days of receipt of Your notice.
   • The System Specifications and the Hello World System Specifications may be amended from time to time.
   • You are only allowed to list on the Website Properties which are being Actively Marketed from the Business Address using computers located at the Business Address listed in Item 6 of the Schedule.
   • Any listing of Properties which are not being Actively Marked from the Business Address and any access to the Website from an office other than at the Business Address listed in Item 6 in the Schedule must be entered into under a separate Agreement.
   • You are responsible for ensuring that your computer systems meet or exceed:
     • the required System Specifications; and
     • where applicable, the Hello World System Specifications.
   • You are responsible for uploading and maintaining Properties on to the Website via the Portal.
   • You will ensure that only the Nominated Person will use and have access to the Portal.
   • The Nominated Person may not upload any video data to the Website other than via Hello World who is Our approved provider for video streaming.
   • For the removal of any doubt You are not required to subscribe to Hello World but must do so if you wish to upload any video data onto the Website.


5. FEES
   • You will pay a flat monthly Fee to Us at the beginning of each calendar month after the Date of Commencement using the specified payment method in clause 5.3.
   • As further consideration under this agreement, We will hyperlink the Personal Website Address on our Website and You will also hyperlink our Website on the website located at Personal Website Address.
   • Mode of Payment - PayWay-Net
     • The Fee must be paid to Us using a direct debit accounting system maintained and operated by PayWay-Net.
     • Upon signing this Agreement You are required to complete the Direct Debit Request by filling out all information contained in the Direct Debit Request which is attached as Schedule B to this Agreement.


6. SUSPENSION OR TERMINATION OF SERVICES
   • We may terminate, suspend or temporarily remove any details of any Property uploaded by You onto the Website if:
     • You fail to pay our Fee;
     • You breach any part of this Agreement and fail to rectify that breach within seven (7) days of us giving notice of such breach;
     • You supply false or misleading information;
     • You supply unauthorised information;
     • You enter into bankruptcy, liquidation, administration, receivership, a composition of arrangement with your creditors, receiver or manager over all or any part of your assets or become or are deemed to become insolvent;
     • You die, or if you are in a partnership, are dissolved or an application to dissolve is filed;
     • If You are a Company an application for winding up is filed;
     • If You are a Company there is a change to your directors or shareholders.
     • You sell or otherwise transfer your business without our consent.
     • You access the Website from a computer not located at the listed Business Address.


7. SERVICES PROVIDED BY YOURPROPERTY.COM.AU
   • We will:
     • provide, maintain and service the Website;
     • promote the Website and its use;
     • where, and as, we consider it necessary upgrade and update the Website and the Portal;
     • keep our computer system up to date with advances in technology;
     • provide the Helpline; and
     • only allow independent real estate agents to become Subcribers.
   • You acknowledge that response times in relation to telephone calls made by you to the Helpline may vary depending on the nature of your enquiry.


8. LIMITATION OF LIABILITY
   • To the maximum extent permitted by law we, and our respective officers, employees and agents have no liability for costs, losses or damages of any kind, which You may incur, arising whether directly or indirectly in relation to this Agreement.
   • We are not liable under this Agreement to the extent that liability is caused by:
     • Any breach of Your obligations under this Agreement; or
     • Any delay in performance or breach of the Agreement which arises as a result of any matter beyond our control, including but not limited to viruses, other defects or failure of the server hosting Our Website; or
     • Any material and/or information supplied in respect of advertising on this Website and as a consequence of removing any material and/or information from this Website; or
     • Any failure or fault in the computer equipment.


9. INDEMNITY
   • You will at all times indemnify and keep Us and our respective officers, employees and agents ("those indemnified"), from and against any loss (including reasonable legal costs and expenses) or liability incurred by any of those indemnified arising from any claim, demand, suit, action or proceeding by any person against any of those indemnified where such loss or liability arose out of, in connection with or in respect of any breach of this Agreement by You, and or publication of and/or distribution of the material and/or information supplied by You.
   • This indemnity also applies to any claim brought by a third party against those indemnified in connection with or generated by You in connection with the Service.
   • You indemnify Us on a continuing basis, on a full indemnity basis from and against any liability, loss, expense or demand for or arising from any false, misleading, deceptive, or misdescriptive representation or statement made by You in the material and/or information supplied by You on the Website.
   • This indemnity survives termination of this agreement by either party for any reason.


10. GST
    • In this Agreement the following definitions will apply:
      • "GST" means GST within the meaning of the GST Act;
      • "GST Act" means A New Tax System (Goods and Services Tax) Act 1999 (Cth) (as amended); and
      • Expressions used in this clause have the meanings given to them in the GST Act.
    • An amount payable by a party under this Agreement in respect of a taxable supply by the other party, unless expressed to represent the price of supply, represents the value of the supply and the recipient of the supply must, in addition to that amount and at the same time, pay to the supplier the GST payable in respect of the supply.
    • Any party that pays GST in respect of a payment under this Agreement is entitled to receive a tax invoice from the party that makes the relevant supply.


11. GOVERNING LAW
    • This Agreement is governed by the laws of Queensland and the Commonwealth of Australia.
    • Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland


12. JOINT AND SEVERAL LIABILITY
    • Where the Subscriber is made up of more than one entity, the obligations of the Subscriber pursuant to this Agreement are joint and several.

SCHEDULE

• Item 1
  • Initial Term: 4 months / 6 months / 12 months / 18 months / 24 months


• Item 2
  • Fee: $97 per month, plus GST


• Item 3
  • Date of Commencement: 2008


• Item 4
  • System Specifications:
    • Browser Requirements
      • PC:
        • Requires: Internet Explorer 6 (SP2)
        • Recommend: Internet Explorer 7, FireFox 2.0 or other standards compliant browser
      • MacIntosh
        • Requires: Safari 1.3 or FireFox 2.0
        • Recommend: Safari 3.0, FireFox 2.0 or other standards compliant browser
      • Linux
        • Recommend: FireFox 2.0 or other standards compliant browser
    • Internet Connection (applies to all types of computers)
      • Recommend Broadband, preferably 1.5Mbit ADSL or better
      • Entry level of Broadband or Dial-up can be used but slow uploads
    • Miscellaneous Requirements
      • Recommend screen resolution of at least 1024x768 px
      • Recommend digital camera and software capable of resizing images to approximately 800x600 prior to uploading
      • Recommended software: Microsoft Image Resizer, Picasa, iPhoto
• Item 5
  • Website Address: www.yourproperty.com.au


• Item 6
  • Business Address: GPO Box 959 Sydney NSW 2001 Australia


• Item 7
  • Personal Website Address:


• Item 8
  • Hello World System Specifications:
    • Operating System:
      • Microsoft Windows 2000
      • Microsoft Windows XP Home/Pro SP2
    • Hardware System Requirements:
      • PC with 700 P3 - AMD megahertz or higher processor clock speed
      • 256 megabytes (MB) of RAM or higher
      • XGA (1024 x 768) or higher-resolution video adapter and monitor
    • Internet Connection System Requirements:
      • High-speed broadband connection
    • Web browser requirements:
      • Microsoft Internet Explorer 6.0 or later.
    • Windows Media Player requirements:
      • Microsoft Windows Media Player 9.0 or later (This version of the player is installed by default on all supported Oses)
    • Web browser security settings:
      • You need to set your security settings to default (medium).
      • If custom security settings are used, you need to make sure the following are prompted or enabled: Signed ActiveX Controls and Script AcitveX Controls marked safe for scripting.
    • Video capture devices:
      • You need at least 1 recording video device (DirectX device) installed and available on the system for normal operation.
      • We STRONGLY RECOMMEND that you check the webcam manufacturer's website and download the latest available drivers for the device.
    • Audio capture devices:
      • You need at least 1 recording audio device (Wave-In device) installed and available on the system for normal operation.
      • Make sure you have a sound card installed in the computer and that you have the proper audio recording device selected.
    • System updates:
      • We require the installation of ALL service packs and critical updates for your computer from the Microsoft Windows Update Web site, as well as any non-critical updates related to the Microsoft .NET Framework, Windows Media Player and DirectX.
      • We also require the latest version of the Macromedia Flash browser plugin.