1. Agreement

This Agreement between GMB Local Ranker of P.O Box 652 Caboolture Queensland Australia 4510 and the Purchaser of the service, consists of the Key Terms Schedule and General Terms.

2. Term and continuation of Agreement

This Agreement commences and will have effect from the Effective Date and will continue in effect for the Term unless this Agreement is terminated earlier in accordance with the provisions of clause 7.

3. Licence

3.1 Grant of licence

GMB Local Ranker may grant Sub Agents or Certified Affiliates a non-exclusive licence (or sub-licence, as the case may be) to market, sell and distribute Products in the Sales Area, on the terms and conditions contained in this Agreement.

3.2 Licence fees

(a) The Purchaser agrees and acknowledges that:

(i) a separate Contract will need to be acquired for each GMB Location or other products that it requests; and

(ii) the Purchaser shall be required to pay a fee for each separate Contract that it acquires (“Licence Fees”).

(b) The Purchaser shall pay the Contract Fees within fourteen (14) days of receiving an invoice for those Contract Fees.

Late payments may attract interest at 10%pa.

4. Operational Matters 4.1

Product Orders

Orders for Products (including the purchase of additional locations) under this Agreement will be transmitted Digitally to GMB Local Ranker through our recognised service outlets (or another means that is mutually agreed to by the Parties). Once an order has been placed, any purchased Product subscriptions are non-cancellable and non-refundable. The Purchaser acknowledges that GMB Local Ranker or one of its Agents or Certified Affiliates will provide any and all support to the Purchaser and all billing to and collections from a Purchaser for Products MUST be paid DIRECTLY to GMB Local Ranker via the GMB Local Ranker Digital Commerce Platforms. GMB Local Ranker has no obligation to participate in any dispute between any Sub Agents or Certified Affiliates and its Clients concerning a billing or other dispute. Sub Agents or Certified Affiliates will be solely responsible for communication, correspondence, and interaction with Clients relating to the Products unless the Client or Reseller requests interaction with GMB Local Ranker in which case GMB Local Ranker may, in its sole discretion, accommodate the request.

4.2 Updates and Additional Terms

The Purchaser acknowledges that GMB Local Ranker may update, improve, replace, discontinue, modify or alter the specifications for or functionality of the Products from time to time. Sub Agents and Certified Affiliates agree that its, and its Clients’, use of and access to certain GMB Local Ranker Products are subject to GMB Local Ranker Terms Of Use, and are incorporated into, and form a part of, this Agreement. Sub Agents and Certified Affiliates will not make any Products available under any terms that are contrary to or inconsistent with GMB Local Ranker Terms of Use.

5. Training

GMB Local Ranker Sub Agents and Certified Affiliates will undertake any training reasonably required by GMB Local Ranker from time to time. Any training which must be undertaken in accordance with this clause 6 will be undertaken at the sole cost of the Sub Agents or Certified Affiliates (including any costs associated with travel and accommodation).

6. Disclaimer, liability and indemnities

6.1. Disclaimer

All products and services are provided on an “as is” and “as available” basis and neither party makes any representation or warranty in connection with the products or this agreement and hereby disclaims any and all implied or statutory warranties, including all implied warranties of title, merchantability, non-infringement, compliance with any applicable law, fitness for a particular purpose, error free or uninterrupted service.

6.2. Liability

GMB Local Ranker shall be under no liability to any Purchaser, Sub Agent or Certified Affiliate in respect of any loss or damage (including consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of goods or services supplied pursuant to this Agreement or in respect of a failure or omission on the part of GMB Local Ranker to comply with its obligations under this Agreement or under any applicable head licence agreement.

6.3. Indemnity for claim by customer of the Sub Agent or Certified Affiliate

To the maximum extent permitted by law, the Sub Agent or Certified Affiliate releases and indemnifies GMB Local Ranker against any action, claim or demand by the Sub Agent or Certified Affiliate customers or their personal representatives or dependants arising out of the performance of this Agreement, the use of the Products by the Sub Agent or Certified Affiliate, the provision of the Services by GMB Local Ranker to the Sub Agent or Certified Affiliate and the sale and use of the Products.

6.4. Limitation of Damages

Each party’s maximum liability arising out of or relating to the products or otherwise arising out of or relating to this Agreement, will not exceed (in the aggregate for all claims) the total fees paid by a Purchaser, Sub Agent or Certified Affiliate to GMB Local Ranker under this Agreement during the one (1) month period prior to the date on which the first claim arises.

6.5. Exceptions

The exclusions and limitations set forth in Section 6.4 will not apply with respect to: (i) any damages arising from a Party’s fraud or wilful misconduct; and (ii) Purchaser, Sub Agent or Certified Affiliate failure to pay any fee due under this Agreement.

7. Termination

7.1. Termination for breach

A Party (Terminating Party) may terminate this Agreement at any time with immediate effect by giving notice to the other Party (Defaulting Party) if:

(a) the Defaulting Party breaches any provision of this Agreement and fails to remedy the breach within thirty (30) days after receiving written notice requiring it to do so; or

(b) the Defaulting Party commits a breach of a material term of this Agreement which is not capable of being remedied.

7.2. Termination due to termination of head licence agreement

GBM Local Ranker may terminate this Agreement with immediate effect where its head partner agreement with any applicable third party is terminated. In such circumstances, GMB Local Ranker will assist Purchasers, Sub Agent or Certified Affiliate to enter into a contractual agreement direct with that third party to provide continuity of service.

8. General

8.1. Governing law

This Agreement is governed by and must be construed according to the law applying in Queensland Australia.

Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland Australia and the courts competent to determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to this Agreement.

8.3. Assignment

(a) The Purchaser, Sub Agent or Certified Affiliate cannot assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior consent of GMB Local Ranker, such consent shall not be unreasonably withheld.

(b) GMB Local Ranker may assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior consent of the Purchaser, Sub Agent or Certified Affiliate.

(c) Notwithstanding the provisions of sub-clause (a) above, either Party may assign its rights and/or obligations under this Agreement to a Related Body Corporate.