Central Element
Website Terms of Use

By accessing or using the Central Element website, (the “Website”), however accessed, You agree to be bound by these terms of use (“Terms of Use”). The Website is owned or controlled by CENTRAL ELEMENT PTY LTD (ACN 151 022 203) Any reference in these Terms of Use to ‘Central Element’ includes by CENTRAL ELEMENT PTY LTD (ACN.151 022 203) unless stated to the contrary. In these Terms of Use, ‘You’ or ‘you’ means the end user of the Website. ‘Us’ or ‘us’ means Central Element Pty Ltd or their affiliated entities.

These Terms of Use affect your legal rights and obligations. If you do not agree to be bound by all of these Terms of Use, do not access or use the Website.

Your Responsibilities

• You may not use the Website for any illegal or unauthorised purpose in any jurisdiction in which you use the Website. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Website and your content, including but not limited to, copyright laws in any jurisdiction within which you use the Website.
• You will not alter, modify or otherwise change the Website or another website or create an Application so as to falsely imply that it is associated with the Website or Central Element
• You will not use the Website for the purposes of sending unsolicited communications (in any form whatsoever) to any other party.
• You must not interfere or disrupt the Website or servers or networks connected to the Website, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature.
• You may not inject content or code or otherwise alter or interfere with the way any Central Element page is rendered or displayed in a user’s browser or device.
• You must not create accounts with the Website through unauthorised means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.
• You must not attempt to restrict another user from using or enjoying the Website and you must not encourage or facilitate violations of these Terms of Use or any other terms.
• If You choose to send us content, information, ideas, suggestions, Website enhancements, or other materials, you further agree that Central Element is free to use any such content, information, ideas, suggestions or other materials, for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you.
• Violation of these Terms of Use may, in Central Element’s sole discretion, result in termination of any account you may hold with us. You understand and agree that you access and the Website entirely at your own risk.

The Central Element Name and Logo

• You may not use the Website for any illegal or unauthorised purpose in any jurisdiction in which you use the Website. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Website and your content, including but not limited to, copyright laws in any jurisdiction within which you use the Website.
• You will not alter, modify or otherwise change the Website or another website or create an Application so as to falsely imply that it is associated with the Website or Central Element [These 2 paragraphs appear to double up with the first 2 paragraphs in section 1 above. Given the title to this section 2, were some other words intended here?]

Disclaimer of Warranties

• Central Element does not warrant that the Website (and or the content) will be provided to you uninterrupted. Whilst it is Central Element’s intention that the Website will be available as much as possible, there may be occasions where the Website is unavailable due to scheduled and unscheduled outages, maintenance, upgrades, emergency repairs, and/or failure of telecommunications links and/or equipment and for other reasons which are unforeseeable to Central Element.
• Central Element will not be liable to you for any loss of content nor for any modification, suspension or discontinuation of the Website.
• Central Element does not make any representations or warranties that:
  • i. the function performed by the Website will meet your requirements;
  • ii. the operation of the Website will be uninterrupted or error free or that all defects in the Websites will be corrected;
  • iii. the content of the Website is accurate, current or useful;
  • iv. the Website or the infrastructure which makes the Website available is free from any harmful components, including without limitation, viruses.

THE WEBSITE, INCLUDING, WITHOUT LIMITATION, CENTRAL ELEMENT CONTENT, IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER CENTRAL ELEMENT NOR CENTRAL ELEMENT PTY LTD (ACN.151 022 203) NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE “CENTRAL ELEMENT PARTIES”) MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE WEBSITE; (B) THE CONTENT; OR (C) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO CENTRAL ELEMENT OR VIA THE WEBSITE.

IN ADDITION, TO THE EXTENT PERMITTED BY LAW OF THE JURISDICTION IN WHICH THE WEBSITE IS BEING USED, CENTRAL ELEMENT HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, AND FREEDOM FROM COMPUTER VIRUS.

ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE CENTRAL ELEMENT PARTIES DO NOT WARRANT THAT YOUR USE OF THE WEBSITE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE CENTRAL ELEMENT PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THESE TERMS OF USE. BY ACCESSING OR USING THE WEBSITE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE WEBSITE.

Disclaimer of Warranties

• Nothing in these Terms of Use excludes, restricts or modifies any condition, warranty, right or liability implied in this Terms of Use or protected by law to the extent that such exclusion, restriction or modification would render these Terms of Use or any provision of this Terms of Use void, illegal or unenforceable. Subject to that, any condition, warranty, right or liability which would otherwise be implied in these Terms of Use or protected by law is excluded.
• You acknowledge and agree that:
  • i. prior to accepting these Terms of Use you have been given a reasonable opportunity to examine and satisfy yourself regarding the subject of these Terms of Use and that prior to accepting these Terms of Use you have availed yourself of that opportunity; and
  • ii. at no time prior to entering into these Terms of Use have you relied on the skill or judgement of Central Element and that it would be unreasonable for You to rely on any such skill or judgement;
• You acknowledge and agree that your relationship with Central Element is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any content does not place Central Element in a position that is any different from the position held by members of the general public, including with regard to your content. None of your content will be subject to any obligation of confidence on the part of Central Element, and Central Element will not be liable for any use or disclosure of any content you provide.

Damages and Liability of Central Element

• Central Element shall be under no liability to You in respect of any loss, or damage of any kind (including consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of your use of the Website supplied pursuant to these Terms of Use, or in respect of a failure or omission on the part of Central Element to comply with its obligations under these Terms of Use.
• You warrant that you not relied on any representation made by Central Element which has not been stated expressly in these Terms of Use, or upon any descriptions, illustrations or specifications contained in any document including catalogues or publicity material produced by Central Element.
• You acknowledge that to the extent that Central Element has made any representation which is not otherwise expressly stated in these Terms of Use, You have been provided with an opportunity to independently verify the accuracy of that representation.
• You acknowledge that the information contained on the Website does not and is not intended to constitute legal, financial or other advice and the information or content on the Website should not be relied upon and You agree to make your own enquiry and satisfy yourself as to the accuracy of any information or content contained on the Website.
• You should engage your own legal, financial and accounting expertise to provide advice prior to entering into any contract
for sale in relation to any property, or relying upon any information or content contained within
the Website and Central Element is not responsible for any loss or damage which may arise out of,
or in connection with the use of or reliance upon any materials and/or information contained on the
Website.
• Central Element is not responsible for the actions, content, information, or data of third parties, and you release us, our
directors, officers, employees, and agents from any claims and damages, known and unknown, arising
out of or in any way connected with any claim you have against any such third parties

Indemnification

• You (and also any third party for whom you operate an account or activity on the Website) agree to defend (at Central Element and/or CENTRAL ELEMENT PTY LTD at their request), indemnify and hold the Central Element Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable solicitor’s fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Website or those conducted on your behalf):
  • i. your access to or use of the Website;
  • ii. your breach or alleged breach of these Terms of Use;
  • iii. your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right;
  • iv. your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or
  • v.any misrepresentation made by you.
• You will cooperate as fully required by Central Element and/or CENTRAL ELEMENT PTY LTD in the defence of any claim. Central Element and/or CENTRAL ELEMENT PTY LTD reserves the right to assume the exclusive defence and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Central Element and/or CENTRAL ELEMENT PTY LTD.

Miscellaneous

• Central Element reserves the right to modify or terminate the Website or your access to the Website for any reason, without notice, at any time, and without liability to you.
• Central Element reserves the right, in our sole discretion, to change these Terms of Use (“Updated Terms”) from time to time. You agree that we may notify you of the Updated Terms by posting them on the Website, and that your use of the Website after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms of Use and any Updated Terms before using the Website. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Website from that point forward. These Terms of Use will govern any disputes arising before the effective date of the Updated Terms.
• Central Element reserves the right to refuse access to the Website to anyone for any reason at any time.
• Central Element reserves the right to force forfeiture of any username for any reason.
• Central Element may, but have no obligation to, remove, edit, block, and/or monitor content or accounts containing content that we determine in our sole discretion violates these Terms of Use.
• Central Element may share information you provide to us with law enforcement authorities. Central Element may share information regarding your or any other party’s use of the Website.
• The Central Element Website may link to third party websites. You understand that we make no promises regarding any content, goods or services provided by such third parties and we do not endorse the same. We are also not responsible to you in relation to any losses or harm caused by such third parties. Any charges you incur in relation to those third parties are your responsibility. You understand that when you provide data to such third parties you are providing it in accordance with their privacy policy (if any) and our own privacy policy does not apply in relation to that data.

Governing Law

These Terms of Use will be governed by and construed according to the law of the jurisdiction of New South Wales and each party will expressly and unconditionally submit to the exclusive jurisdiction of the courts of New South Wales, Australia.

Severability

If any provision of these Terms of Use is held invalid, unenforceable or illegal for any reason, the other provisions of these Terms of Use shall remain otherwise in full force apart from such provision which shall be deemed deleted.

Waivers of our rights

Our failure to exercise or enforce any of our rights under these terms does not waive our right to enforce such right. Any waiver of such rights shall only be effective if it is in writing and signed by Central Element.