This password protected area of the site at www.otcguide.com.au (Website) is owned and operated by the Australian Financial Markets Association (AFMA).
2. Acceptance of Terms and Conditions
Access to and use of the Website and Materials is conditional upon acceptance and compliance with the terms, conditions, notices and disclaimers contained in this document and elsewhere on the Website, as amended from time to time in accordance with the procedures set out herein (known collectively as the Terms and Conditions). Your use of and/or continued access to the Website constitutes your acceptance of the Terms and Conditions. By acceptance you are representing to us that you are authorised by your organisation (the Organisation) to accept these Terms and Conditions on its behalf. If you are not so authorised to accept these Terms and Conditions your acceptance will be binding upon you personally as if you are the Organisation referred to throughout these Terms and Conditions. AFMA may amend the Terms and Conditions from time to time. The amended Terms and Conditions will be posted to the Website and continued use of this Website following that posting will constitute acceptance by you and the Organisation of the amended Terms and Conditions.
3. Access to the Website
You will be given a username and password in order to access the Website. Both the Organisation and you are responsible for maintaining the confidentiality of your username and password and agree to accept responsibility for all activities that occur under your username or password.
4. Term of access
The initial term of the licence granted by these Terms and Conditions is from the date you indicate acceptance to these Terms and Conditions until the 31st day of December of the same calendar year. Each subsequent term of the licence granted by these Terms and Conditions is for a twelve (12) month period commencing on the start date of each calendar year and ending on the end date of that calendar year. The license will automatically renew at the conclusion of each licence period unless written notice is received by AFMA not less than 30 days prior to the start date of any calendar year.
All names, logos and trademarks which appear on the Website (Trademarks) are the property of AFMA or any third parties who may have contributed to the Website. Nothing on the Website or in these Terms and Conditions should be construed as granting you or the Organisation any rights to use or distribute any Trademarks, without the express written agreement of AFMA or the relevant contributor. AFMA or the relevant contributor retains all interest, including without limitation any goodwill, which arises as a result of the display of the Trademarks on the Website.
The content of this Website, including all information such as text, graphics, images and other material (Materials), belongs to AFMA or any third party who may have contributed to the Website’s content and is protected by Australian and international copyright law. The Organisation may use the Materials, and make such copies of the Materials as are strictly necessary, for its non-commercial, internal corporate use (subject to the restrictions on use below). AFMA consents to the Organisation using the Materials for the preparation of agreements with respect to transactions of the types contemplated in the Materials. This includes the Organisation being allowed to incorporate clauses suggested in the Materials into contracts it prepares for itself or its clients. However, AFMA does not consent to you or the Organisation: (i) making available to third parties any of the clauses suggested in the Materials for any other purpose or any part of the Materials comprising commentary for any purpose; (ii) creating a link to any part of the Website or the Materials, unless expressly permitted on the Website.
7. Intellectual Property
The Organisation must notify AFMA immediately if it becomes aware of use of the Website or the Materials that is or may be infringing the intellectual property rights in the Website or Materials.
In order to access the Website and Materials, the Organisation must provide certain personal information to AFMA. AFMA uses the personal information provided to it for the purpose of making this Website available to the Organisation and/or providing the Organisation with additional information in relation to the Website, the Materials and AFMA’s activities and events. The Organisation warrants that it has the authority and consents necessary to enable the disclosure of that information to AFMA and AFMA's use of that information in accordance with these terms. Personal information will not be released to a third party without the Organisation's consent, except as required by law. AFMA may use the personal information the Organisation provides for market research, but such information is to be used in such a way that the Organisation and the personnel representing the Organisation are not identifiable. AFMA will not sell or licence the personal information to a third party. The accuracy of the personal information provided by the Organisation is important. AFMA takes reasonable steps to ensure personal information it receives from the Organisation is accurate, complete, up-to-date, relevant and not misleading. If the Organisation believes that any personal information AFMA has received from the Organisation is incorrect, please contact us at firstname.lastname@example.org. AFMA reserves the right to refuse to correct that personal information in some circumstances. If AFMA refuses to correct any such personal information, and subsequent agreement cannot be reached between the parties on this issue, the Organisation may request that a note or statement regarding the correction requested be attached to that personal information. The Organisation’s personnel have a general right to access the personal information AFMA holds about them. The Organisation or its personnel may contact us at email@example.com to request details of that personal information. AFMA can deny the request in some circumstances and if it does so, will provide written reasons for that denial. While there is no fee for requesting access to the personal information AFMA holds, AFMA reserves the right to charge a reasonable fee for the preparation and provision of that information.
9. No Representations
Neither AFMA nor any third party who contributes to the Website makes any representations about the currency, accuracy, reliability, completeness or quality of the Materials. The Materials may contain inaccuracies or typographical errors. The use of the Website and the Materials is at the Organisation's own risk. Changes are periodically made to the Website and may be made at any time. Any links to third party sites included within the Website are provided for general information purposes only. AFMA is not endorsing or otherwise responsible for the accuracy, content or availability of the linked sites. The Organisation accesses those linked sites and uses the products and services made available at those sites solely at the Organisation’s own risk.
10. No Warranties
The Website and the Materials are provided on an "as is" and "as available" basis, and AFMA and third parties who provide content for inclusion in the Website, to the fullest extent permitted by law, disclaim all warranties whether express, implied, statutory or otherwise. In addition, AFMA and third parties who provide content for inclusion in the Website do not warrant that the Website will operate error free or that this Website and their servers are free of computer viruses and other harmful data, code, components or other material. Nor do AFMA and third parties who provide content for inclusion in the Website warrant that they will be able to prevent any illegal, harmful or inappropriate use, modification or alteration of the Website, or will give notice of such use, modification or alteration. If the Organisation's use of the Website or the Materials results in the need for servicing or replacing equipment or data, neither AFMA nor third parties who provide content for inclusion in the Website are responsible for any associated costs. Certain legislation may confer guarantees for consumers which cannot be excluded, restricted or modified. If those statutory provisions apply, to the extent to which AFMA is entitled to do so, its liability will be limited at its option to (a) in the case of services, the cost of supplying the services again or having the services supplied; and (b) in the case of goods, the cost of replacing the goods, obtaining equivalent goods or having the goods repaired.
11. Limitation of Liability
To the fullest extent permitted by law, AFMA, its suppliers, and any third parties mentioned on the Website exclude all liability for any loss or damage whatsoever (including, without limitation, incidental and consequential damages and lost profits) resulting from the use of or access to or inability to use or access the Website and the Materials, or your or the Organisation’s reliance on information contained on the Website
The Organisation indemnifies AFMA against all losses and liabilities incurred by AFMA, and all legal costs (on a solicitor and own client or party and party basis, whichever is the greater) and other expenses incurred by AFMA in connection with a demand, action, arbitration or other proceeding (including mediation, compromise, out of court settlement or appeal) arising directly or indirectly as a result of or in connection with the Organisation's or your material breach of any of the Terms and Conditions.
The Organisation must pay the Licence Fee at the rate as specified by AFMA. For any subsequent terms the Licence Fee shall be at the rate notified by AFMA to the Organisation not less than 60 days prior to the end of the Initial Term or any subsequent renewal thereof.
14. Governing Law
The Terms and Conditions are governed by and construed in accordance with the laws of New South Wales, Australia. The Organisation irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales.
15. Termination With Cause
Without limiting clause 4, either party may terminate this agreement immediately: (a) where the other party breaches these Terms and Conditions and fails to rectify that breach within 14 days of receipt of notice requesting such rectification; or, (b) in the event that the other party suffers an insolvency or similar event.
16. Termination Without Cause
AFMA reserves the right to suspend, terminate or limit the Organisation’s access to and use of the Website at any time.
17. Consequences of Termination
On termination of this agreement: (a) regardless of the cause of termination, the Organisation must immediately cease accessing and using the Website. The Organisation may only use the Materials and copies of the Materials which the Organisation has already created in accordance with these Terms and Conditions to the extent necessary for the Organisation to complete its obligations to third parties, existing as at the date of termination. Otherwise, the Organisation must take all reasonable measures to destroy and cease using the Materials; and, (b) in the event of termination by AFMA under clause 16 or by the Organisation under clause 15, AFMA will refund a proportion of the Licence Fees received by AFMA from the Organisation for the then current licence period proportionate to the number of days remaining in the licence period from the date of termination, having regard to the Licence Fees received by AFMA from the Organisation for that licence period. Any indemnities given by the Organisation and limitations on AFMA’s liability survive termination. Any termination of the Organisation’s right to use or access any part of the Website will not affect any rights which have accrued to or have been accrued by either the Organisation or AFMA prior to termination.
AFMA may assign or novate its rights under these Terms and Conditions without the Organisation’s consent. The Organisation may not assign or novate its rights under these Terms and Conditions without AFMA’s consent.
If any provision of the Terms and Conditions is found to be invalid or unenforceable by a court of law, such invalidity or unenforceability will not affect the remainder of the Terms and Conditions, which will continue in full force and effect. All rights not expressly granted are reserved. Price Schedule Price The Guide to OTC Documents (Guide to OTC Documents) is priced on a tiered basis, depending on the size of the organisation's front office (measured in terms of dealing personnel) and whether or not the organisation is a member of AFMA. This is the same method that is used to determine the annual AFMA membership fee. Availability will be by licence to use over a twelve (12) month period commencing on the start date of each calendar year and ending on the end date of the same calendar year (refer to Clause 4 of the Terms & Conditions). Pricing structure for the licence to use the Guide to OTC Documents may be obtained from AFMA by calling + 61 2 9776 7910 or emailing firstname.lastname@example.org
The licence includes:
- Access to and use of the Guide to OTC Documents;
- The Guide to OTC Documents in electronic form;
- Help desk facility to assist with understanding any issues covered;
- Information relating to updates or additions which are soon to be included in the Guide to OTC Documents; and
- All relevant updates and additions to the Guide to the OTC Documents during the term of the licence.