PLEASE READ THIS CAREFULLY. This is a legal agreement (”Agreement”) between You and Markets-Alert and its affiliates. By ordering or subscribing to OddsPlunge and clicking on the “I AGREE” button attached to This Agreement without modification of the terms and conditions contained herein You are agreeing that You are at least 18 years of age and that You do consent to be legally bound by the terms of This Agreement.

1. Term

This Agreement commences when you are taken to have accepted its terms, as described above, and it continues in force until it terminates at the expiration of your Subscription, unless renewed, or it may be terminated by Markets-Alert immediately if you fail to make any required payment or violate any of the terms of This Agreement.

2. Grant of License

Subject to This Agreement, and You having a current Subscription, Markets-Alert grants to you a non-exclusive licence to access and use the OddsPlunge Service included in Your Subscription on a single computer terminal (at any given time). If OddsPlunge is being used on a network, each individual accessing OddsPlunge must have a separate end-user licence subscribed for by that individual.

3. Subscription Details

 a) You must provide Markets-Alert with your full name, address, telephone number, email address and any other details requested by Markets-Alert so that you can be registered as a licenced user of OddsPlunge. You agree to notify Markets-Alert of any changes to your Subscription details within 7 days of the change occurring. Your details will not be disclosed by Markets-Alert without consent except as required by law.

b) You must create a Username and Password that enables You to access the OddsPlunge Service. You agree to keep your Username and Password confidential, and not to disclose it to anyone else, publish it, nor allow anyone else to use it. You acknowledge and agree that, in addition to accepting Your unique Password, Markets-Alert may implement technical measures to verify Your compliance with the terms of this Agreement.

c) It is Your sole responsibility to maintain a current subscription to the OddsPlunge service and to maintain sufficient credit for the transmission of Derived Information to any mobile communications device if so offered by Markets-Alert and forming part of Your Subscription.

4. Payment

a) In exchange for access to the OddsPlunge Service and Derived Information made available to You in connection with your Subscription, You agree to pay all applicable fees as displayed in Markets-Alert’s on-line registration or as otherwise made available to You. All Subscription fees payable to Markets-Alert are due in advance, and no Subscription products or services shall be delivered to You unless and until Markets-Alert has received full, non-conditional payment of all applicable fees, including credit card payment verification, approval and clearance. Your first month's Subscription fee, if Your Subscription relates to only a part of the first month, may be prorated at the sole and absolute discretion of Markets-Alert. No part of any Subscription fee is refundable if You terminate Your subscription. Any and all applicable service, sales or use taxes, as well as all applicable foreign exchange fees and charges (unless expressly included in your Subscription for no additional charge), shall be Your responsibility and shall be paid by You in full and on a timely basis.

b) Payment By Credit Card: Only MasterCard or Visa is accepted for online credit card transactions and You hereby authorize Markets-Alert to use the credit card information furnished by You to Markets-Alert for purposes of fulfilling Your payment obligations under this Agreement. You further represent and warrant that;

Failure to fax the confirming order, if so requested, will result in a suspension of Your Subscription until such time as the confirming order is received by Markets-Alert.

c) Late Payments: Payments not received by their due dates will result in suspension of Your Subscription and denial of access to the OddsPlunge Service and the Derived Information.

5. SUBSCRIPTION CHOICES

a) Annual Prepaid Subscriptions:

If You register for an Annual Prepaid Subscription (if and when available) You shall prepay all fees for twelve (12) consecutive Months at the specified one-year price. Annual Prepaid Subscriptions are not cancelable, and Annual Prepaid Subscription fees and commitments are nontransferable. You must notify Markets-Alert to discontinue Your Subscription at least 30 days prior to the expiration of the Annual Prepaid Subscription. If no notification is received,
Your Annual Prepaid Subscription may, at Markets-Alert’s option, automatically renew as a Monthly Subscription at the then current rates and, if You are paying by credit card, You authorise such additional charges, or Your Annual Prepaid Subscription (if available) may, at Markets-Alert's option, automatically renew as an Annual Prepaid Subscription at the then current rates and, if You are paying by credit card, You authorise such additional charges.

b) Monthly Subscriptions:

If You register for a Monthly Subscription, You will be required to make all payment amounts, on a monthly basis, described in Your Subscription registration, as such payment amount may from time to time change. Any such changes may be made at Markets-Alert’s sole and absolute discretion with or without advance notice. You must notify Markets-Alert to discontinue your subscription at least 15 days prior to the expiration of the then current month’s subscription. If no notification is received, Your Monthly Subscription may, at Markets-Alert’s option, automatically renew as a Monthly Subscription at the then current rates and, if You are paying by credit card, You authorise such additional charge.

c) Daily Subscriptions:

If You register for a Daily Subscription, You will be required to make such payment, as described in Your Subscription registration, before access to the OddsPlunge Service is granted. Any successful log-in to the OddsPlunge service will trigger commencement of Your one day access period.

d) Telephone Call-Out and SMS Services

If You register to receive telephone call-outs or sms delivery of the Derived Information, You will be required to make payment in advance of the provision of the requested services.

6. Restrictions on Use

You must not:

a)  use the OddsPlunge Service or the Derived Information in any manner or for any purpose that is unlawful or in any manner that violates any rights of Markets-Alert;

b)  restrict or inhibit any other user from using the OddsPlunge Service;

c)  post or transmit during access to the OddsPlunge Service any unlawful, threatening, abusive, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including, without limitation, commit any act which may constitute or encourage anyone to commit a criminal offence, or which may give rise to civil liability or may otherwise violate any law;

d)  post or transmit during access to the OddsPlunge Service anything which contains, or may contain a virus or any other contaminating or destructive property which is damaging or potentially damaging to software or to computers;

e)  delete or amend any statement or other information on the OddsPlunge Service or website or tamper in any way with the OddsPlunge Service or website or attempt to do so;

f)  copy or modify any of the documentation accompanying the Service in any manner not expressly authorized by this Agreement;

g)  sell, lend, rent, or otherwise pass-on or give away access to the OddsPlunge Service or any of the information or Derived Information contained therein;

h)  decompile, disassemble, reverse-engineer, copy, create a derivative work or otherwise use the OddsPlunge Service, except as provided in this Agreement;

i)   directly or indirectly perform any act or omission that may endanger, jeopardize or prejudicially affect the OddsPlunge website, the OddsPlunge Service or any Intellectual Property owned by Markets-Alert; or

j) at any time, divulge any information, drawing, specification, plan or document in relation to the design or specifications of the OddsPlunge Service or the Derived Information, except as may be reasonably necessary to demonstrate the Service to any potential users of the Service.

7. Acknowledgement of Ownership of Intellectual Property

You acknowledge and agree that, except for any rights expressly granted to You in this Agreement for access to the OddsPlunge Service or the Derived Information:

(a) The Markets-Alert Intellectual Property belongs to and remains the property of Markets-Alert;

(b) The intellectual property rights (including copyright) in all information, text, material, graphics, fonts, icons, code (including HTML), audio, video, photographs, software and advertisements on the Website are owned by or licensed to Markets-Alert and is protected by Australian and international intellectual property laws;

(c) You must not, at any time, directly or indirectly, do or cause to be done, any act which infringes any Markets-Alert Intellectual Property and, without limiting the foregoing, you specifically acknowledge that you may not reproduce or copy the Service or the User-name and Password, except as otherwise expressly authorized by the Agreement;

(d) The Derived Information and all Intellectual Property therein belongs to and remains the property of Markets-Alerts or it’s Affiliates (as the case may be);

(e) You do not have any licence or right to use any trademark displayed by or on the OddsPlunge website or in the Derived Information without the express written permission of Markets-Alert or the owner of the trademark, if Markets-Alert does not own it;

(f) Nothing in the OddsPlunge website or the OddsPlunge Service will be construed as granting You any licence or right to use any trademark displayed by or on the OddsPlunge website or in the Derived Information;

(g) You must not, at any time, directly or indirectly, do or cause to be done anything, which does, or may, infringe those trademarks or diminish the value of those trademarks to Markets-Alert.

 The obligations on You pursuant to this clause will survive termination of this Agreement and continue to bind You.

8. Termination

8.1 When Markets-Alert may terminate

Markets-Alert may immediately terminate this Agreement if:

(a) Markets-Alert provides You with Written Notice of its intention to terminate the Agreement;

(b) You, being a corporation, become the subject of insolvency proceedings;

(c) You, being a firm or partnership, are dissolved;

(d) You, being a natural person, die;

(e) You, being an individual, are the subject of bankruptcy proceedings;

(f) You are in breach of any of the terms or conditions of this Agreement.

8.2 When You may terminate

You may terminate this Agreement at any time by providing written notification to Markets-Alert and destroying all copies of the User-Name and Password in your possession.

8.3 Your obligations on termination

On termination of this Agreement, You must:

(a) Cease to access the OddsPlunge Service and the Derived Information in any way.

9. Disclaimer and Limitation of Liability

9.1 Exclusion of Implied Terms

Each Party acknowledges that, in entering into this Agreement, it does not do so on the basis of, and does not rely on, any representations, warranty or other provision except as expressly provided herein, and all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.

The acknowledgments provided in this clause will survive termination of this Agreement and continue to bind You.

9.2 Disclaimer

(a) You acknowledge and agree that all access to the OddsPlunge Service and the Derived Information is provided to You on an "as is" basis and that Your use of the OddsPlunge Service and the Derived Information is at Your sole risk.

(b) You acknowledge and agree that all access to the OddsPlunge website, the OddsPlunge Service and the Derived Information from any remote computer or mobile communications device, and any Derived Information transmitted to any remote computer or mobile communications device, is on an “as is” basis and is at Your sole risk. 

(c) Markets-Alert makes no warranty of any kind whatsoever relating to the OddsPlunge Service or the Derived Information including, without limitation, as to:

       (1) non-infringement of third Party rights, merchantability, fitness for any particular purpose or use, accuracy or completeness in respect of the Derived Information, except as expressly set out in this Agreement;

      (2) the reliability, quality or availability of the OddsPlunge website, the OddsPlunge Service or the Derived Information accessed or delivered through the Internet or through mobile communications devices or systems;

      (3) the absence of viruses or other contaminating or destructive properties in the website; or

      (4) any references in the OddsPlunge website to a website operated by a third party, access to or the contents of the website, or any hyperlink to gain access to the website.

(d) You acknowledge and agree that neither Markets-Alert nor its Affiliates will be held responsible to You for any use, or the results of any use, of the OddsPlunge Service of the Derived Information.

(e) You acknowledge and agree that:

      (1) the Internet and telecommunication lines used to access the Internet and to transmit Derived Information to other computers or to mobile communication devices are beyond the control of Markets-Alert;

      (2) Markets-Alert does not and is unable to exert any control over providers of the Internet and communication facilities used to access the Internet and mobile communication devices;

      (3) the hyperlinks and other pointers to websites maintained by others that may be on the OddsPlunge website, and the websites themselves, are not under the control of Markets-Alert; and

     (4) the hyperlinks and other pointers to websites maintained by others that may be on the OddsPlunge website are provided as a convenience only, are not endorsed by Markets-Alert in any way and, if You use them, You do so entirely at Your own risk.

The acknowledgments and disclaimers provided in this clause will survive termination of this Agreement and continue to bind You.

9.3. Limitation of Liability

(a) The total liability of Markets-Alert and its Affiliates for:

     (1) any breach of this Agreement, or

     (2) any breach in tort (including negligence), or otherwise

     (3) any breach in connection with this Agreement, or

     (4) any claims for loss or damage incurred in any way relating to the OddsPlunge Service or the Derived Information, or

     (5) any breach in the provision of access to the OddsPlunge Service or the Derived Information, or

     (6) any act or omission by Markets-Alert or any of its Affiliates, under or in connection with this Agreement

will not exceed AUD88.00 for all claims and causes of action.

(b) No action, regardless of form, arising out of or pertaining to this Agreement may be brought by You against Markets-Alert or any of its Affiliates more than 14 days from the date such cause of action arises.

(c) Neither Markets-Alert nor any of its Affiliates is liable to You or any other person for any indirect, consequential or incidental loss or any special or punitive damages caused or contributed to by Markets-Alert or any Affiliate under or in connection with this Agreement or the provision of any of the products or services referred to in this Agreement.

This clause will continue to apply after termination of this Agreement.

10. Subject to Law

No exclusion of implied terms, or disclaimer, or limitation of liability contained in this clause applies to the extent that it is prohibited by the law.

11. Indemnity

You will access the OddsPlunge website and use the OddsPlunge Service and the Derived Information at Your own risk and You will indemnify and keep indemnified Markets-Alert and hold harmless Markets-Alert, its agents, associates, Affiliates, directors, employees, and subcontractors against any loss, damage, cost or expense resulting either directly or indirectly from the use of the OddsPlunge Service or the Derived Information or a breach or default or failure by either Party to perform its obligations under This Agreement.

The indemnities provided in this clause will survive termination of This Agreement and continue to bind You.

12. Disclaimer Regarding Gambling

The Derived Information is based on information about racing and sporting odds data that is publicly available. In order for You to receive Derived Information, the OddsPlunge Service searches the applicable data and applies user selected formulae. You are solely responsible for selecting the type and style of analysis and for initiating the search of any racing and sporting odds data for the Derived Information. The Derived Information arising from Your search is presented solely to You in both text and chart form. Search results and the Derived Information do not in themselves indicate whether a wager should be made on any runner or on any event outcome.

(a) The OddsPlunge Service provides factual information. It does not take into account the wagering objectives, financial situation or particular needs of any person.

(b) Before making any wagering decision on the basis of the OddsPlunge Service and/or the Derived Information, prospective punters must accept and agree, and hereby do so, that the Derived Information is not betting advice.

This clause will continue to apply after termination of this Agreement.

13. Notices

(a) A Party may send a notice:

       (1) by hand;

       (2) by facsimile transmission;

       (3) by registered mail;

       (4) by e-mail or electronic newsletter;

(b) A notice is deemed to be given:

       (1) if sent by hand, at the time of receipt.

       (2) if sent by facsimile transmission, at the time recorded on the transmission report unless:

           (A) the intended recipient promptly informs the sender that the transmission was received in an incomplete or garbled form; or

           (B) the transmission report of the sender indicates a faulty or incomplete transmission.

      (3) if sent by registered mail, at the time that the recipient or its agent acknowledges receipt.

      (4) if sent by e-mail or electronic newsletter, at the time the sender's computer records the e-mail as having been sent, unless the intended recipient promptly informs the sender that the e-mail was received in an incomplete or garbled form.

      (5) If delivery or receipt is not on a Business Day or, if receipt is later than 5:00 pm local time at the place of delivery on a Business Day, then the notice is deemed to have been received on the next Business Day.

(c) A notice to a Party must be sent:

      (1) in the case of Markets-Alert, to:
Unit 9A, Level 2, Powertel Building, 23 Main Street, Varsity Lakes, QLD 4227.

      (2) in Your case, to Your address, facsimile number or e-mail address as may be supplied to Markets-Alert, or

      (3) in such other way as the Party may notify the other Party in writing.

14. Governing Law and Jurisdiction

(a) This Agreement is governed by the laws of the State of New South Wales, Australia.

(b) The Parties submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

15. Amendment

From time to time, Markets-Alert may make amendments to this Agreement by providing You with Written Notice of the change (as defined in clause 13). You will be obliged to comply with such amended terms, should You wish to continue using the products and services of Markets-Alert.

16. Waiver

A provision of this Agreement, or a right created under it, may not be waived except by a Written Notice by the Party granting the waiver.

17. Exercise of a Right

(a)  A Party may exercise a right:

         (1) at its discretion; and

         (2) separately or together with another right.

(b) If a Party exercises a single right, or only partially exercises a right, then that Party may still exercise that right or any other right later.

(c) If a Party fails to exercise a right or delays in exercising a right, then that Party may still exercise that right later.

18. Assignment

(a) This Agreement is for the benefit of the Parties and their successors and assigns.

(b) The Parties and their successors and assigns are bound by this Agreement.

(c) You may only assign Your rights under this Agreement after You obtain the written consent of Markets-Alert.

19. Severance

(a) If a provision of this Agreement is void, voidable, unenforceable or illegal, but would not be void, voidable, unenforceable or illegal if it were read down and it is capable of being read down, then the provision must be read down.

(b) If a provision is incapable of being read down to save it and the provision would not be void, voidable, unenforceable or illegal if words were severed, then those words must be severed.

(c)  In any other case, the whole provision must be severed.

(d) If a provision is read down or words are, or the provision is, severed, the remainder of this Agreement continues in full force and effect.

20. Costs and Taxes

Notwithstanding anything to the contrary contained in this Agreement:
(a)  if any GST (goods and services tax) is imposed on or in respect of any products or services or payment for products or services provided by Markets-Alert to You under this Agreement, Markets-Alert may charge You for the amount of the GST so imposed and You must, on demand, pay the amount of GST to Markets-Alert or as otherwise directed by Markets-Alert in addition to any other amount payable by You under this Agreement;

(b)   each Party must bear its own costs in relation to the negotiation, preparation and execution of this Agreement.

21. Definitions

In this Agreement, unless the context requires otherwise:

"Affiliate" means, with respect to Markets-Alert, an entity with whom Markets-Alert has a current license Agreement or other contract to supply, provide and/or carry data or Derived Data which is directly or indirectly distributed or redistributed to You by Markets-Alert.

"Business Day" means:

(a) for the purpose of sending or receiving a notice, a day on which banks are open for business in the city where the notice, or other communication, is received; and

(b) for all other purposes, a day on which banks are open for business in New South Wales, Australia.

(c) The definition in this clause does not include a Saturday, Sunday or a public holiday in the relevant city.

"Derived Information" means all data and any other information provided by the OddsPlunge Service.

"Intellectual Property" includes copyright in any work, a right to any design or trademark.

"Markets-Alert" means Markets-Alert (Australia) Pty Limited (A.B.N. 15 121 301 728) and each of its related companies.

"Markets-Alert Intellectual Property" means Intellectual Property in the OddsPlunge website, the OddsPlunge Service and any accompanying documentation.

"OddsPlunge, OddsPlunge Service” and “Service” mean the computer programs and systems owned by Markets-Alert and accessible through the OddsPlunge website, being a communications and analytical computer-based system that permits the access, viewing, analysis, manipulation and transmission of racing or sporting odds data and related information.

"Month" means calendar Month.

"Party" means You or Markets-Alert (as the case requires) and "Parties” means You and Markets-Alert.

"Software" means:

(a)   the object code versions of the computer programs that Markets-Alert has developed.

(b)   any upgrades of, or supplements to, those programs and systems provided by Markets-Alert from time to time; and

(c)    any associated media, printed materials, manuals and "online" or electronic documentation.

“Subscription” means Your order as received by Markets-Alert for the OddsPlunge Service as displayed in the OddsPlunge on-line registration or as otherwise made available to you.

"This Agreement" and “Agreement” means this End-User Licence  Agreement .

"Written Notice" means notice given by either Party in accordance with Clause 13.
.
"You" or “Your” means that person or entity who, having read the terms and conditions of this Agreement, accepts and agrees to be bound by such terms and conditions by activating the “I AGREE” button following This Agreement or by otherwise signing This Agreement.

© 2008 Markets-Alert (Australia) Pty Ltd

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