Moboom Limited (“Moboom”)
(trading as Hotfrog (“Hotfrog”))
the user of this website (“You” or “Your”)
Please read all of the Agreement carefully before using Hotfrog Website. If You have any questions, please Contact us prior to agreeing. By using Hotfrog Website, You acknowledge and agree that You have had an opportunity to read and understand the Agreement and agree to be bound by it.
- Using Hotfrog – general requirements
1.1 Hotfrog will make Hotfrog Website available to You on the terms and conditions of this Agreement.
1.2 You may use Hotfrog Website in accordance with this Agreement, including the licence granted in clause
1.3 Hotfrog takes the accuracy of its Database very seriously. If You see any material on Hotfrog which:
(a) infringes any law, regulation, standard or relevant industry code;
(b) breaches the requirements of this Agreement; or
(c) is incorrect,
please let us know as soon as possible by contacting us via Contact us.
1.4 Hotfrog Website contains content created by third parties (i.e. not by Hotfrog), other information obtained from public sources and links to other websites (such content and websites together, Third Party Content). Except as otherwise indicated, we do not endorse, sponsor or approve any business profiled on Hotfrog Website, any Third Party Content or the products or services offered by any business profiled on Hotfrog Website. For more information about how Hotfrog obtains information from public online sources, please see www.catchbot.com.
1.5 Automated access to Hotfrog Website by or on behalf of internet search engines is permitted.
1.6 Subject to clauses 1.5, You must not:
- (a) access Hotfrog Website other than through the normal Hotfrog web interface;
- (b) access Hotfrog Website through any automated means (including, without limitation, through the use of scripts or webcrawlers);
- (c) use Hotfrog Website if You have previously been barred from using it, any other “Hotfrog” branded website or any other website operated by Hotfrog;
- (d) infringe the intellectual property rights of others;
- (e) impersonate or falsely state or misrepresent an affiliation with any person or organisation;
- (f) use Hotfrog Website or any information contained on Hotfrog in connection with any surveys, contests, pyramid schemes, chain letters, junk email, spamming or any similar activity;
- (g) violate (or cause Hotfrog to violate) any applicable law, regulation, standard or relevant industry code;
- (h) sell, resell, reproduce, duplicate, trade or exploit for any commercial purpose any portion of, use of, access to or data on Hotfrog Website which does not form part of Your Business Profile; or
- (i) supply any service through Hotfrog Website, other than through off-line commercial activity generated by the Business Profile for Your own business (being activity which takes place off the internet or off the Hotfrog website).
1.7 You acknowledge and agree that Hotfrog retains complete editorial control over Hotfrog and that Hotfrog may, in its sole discretion and without notice to You:
(a) reject, remove, delete or amend any material contained on Hotfrog Website or in the Database at any time, including (without limitation) any material contained in any Business Profile
(b) reject, refuse, remove, delete or amend any Content at any time;
(c) position Content and/or any Business Profile as it sees fit; and
(d) stipulate other conditions to ensure that the commercial nature of Content is clear.
1.8 Hotfrog reserves the right to modify, discontinue or disable Hotfrog Website or any part of Hotfrog Website (on a permanent or temporary basis) at any time.
1.9 Hotfrog may terminate this Agreement, remove Your Business Profile or any Content posted by You and/or refuse You access to Hotfrog Website if You have breached, or we consider that You will breach, this Agreement or for any other reason that Hotfrog, in its sole discretion, sees fit.
1.10 You acknowledge and agree that certain Business Profiles on Hotfrog Website have been paid for by a business and will therefore be displayed before free Business Profiles in the relevant search results.
- Business Profiles and Reviews
2.1 You may use Hotfrog Website to add, amend and/or update a Business Profile or a Review, solely on the terms and conditions of this Agreement.
2.2 All Content must:
(a) be complete and accurate;
(b) be supplied in the manner and format specified on Hotfrog Website or as otherwise directed by Hotfrog;
(c) not be of a nature likely to bring Hotfrog Website or Hotfrog into disrepute; and
(d) comply with all laws, regulations, standards and relevant industry codes.
2.3 You must not:
(a) use Hotfrog Website to post Content for a business that is not located in Australia;
(b) use Hotfrog Website to add or amend a Business Profile where You do not have the express authorisation of that business to do so;
(c) upload, post, transmit, publish or otherwise make available any Accessible Content that You do not have a right to make available under any law, regulation, rule or code or under contractual or other legal relationships;
(d) upload, post, transmit, publish or otherwise make available any false, misleading, inappropriate, profane, defamatory, abusive, threatening, obscene, indecent or unlawful Content or Accessible Content;
(e) infringe the intellectual property rights of others; or
(f) breach a law including, without limitation, any law that restricts advertising of a profession.
2.4 If any of the information in the Business Profile for Your business changes, becomes out of date, or no longer complies with this Agreement, You must:
(a) immediately amend Your Business Profile so that it complies with this Agreement; and/or
(b) immediately notify Hotfrog.
2.5 You acknowledge and agree that by posting Content onto Hotfrog Website You consent to being contacted (on an ongoing basis) via any of the contact details contained in that Content, including (without limitation) where such contact involves receiving information about products or services which we think may interest You from Hotfrog or any Hotfrog authorised third party.
2.6 You must provide Hotfrog with a copy of the authorisation described in clause 2.3(b) on request.
- Intellectual Property Rights
3.1 Hotfrog Website and the Database are owned and operated by Hotfrog. You acknowledge and agree that all intellectual property rights comprised in or relating to Hotfrog Website and the Database belong to Hotfrog or our licensors, and that nothing in this Agreement constitutes a transfer of any intellectual property rights.
3.2 You may download and view content and/or print a copy of material on Hotfrog Website for Your own use only, provided You do not:
(a) modify the content (including, without limitation, any copyright notice) in any way;
(b) make the content public; or
(c) use the content in a manner or for a purpose prohibited by this Agreement.
3.3 You must not do anything which breaches or otherwise interferes with Hotfrog’s intellectual property rights. Except as expressly permitted by this Agreement or by law, You may not reproduce any content appearing on Hotfrog Website without our written permission and, if required, payment of a specified fee. Requests to reproduce any content may be made via the Contact Hotfrog webpage.
3.4 We may publish and communicate to the public any Content. By posting Content onto Hotfrog Website, You grant us a perpetual, royalty-free, non-exclusive, irrevocable, worldwide and transferable licence to:
(a) reproduce, modify, add to, use, copy, publish, communicate and adapt the Content for any purpose and in any manner anywhere in the world, including (without limitation) on Hotfrog Website and as part of the Database; and
(b) permit any other person to do any of the things referred to in paragraph (a), (Licence).
3.5 You must waive, and must ensure that all other persons waive, absolutely and irrevocably all moral rights in relation to any Content. For the purposes of this clause 3.5, a moral right may be waived by consenting to any act or omission which would otherwise constitute an infringement of that moral right.
3.6 For the avoidance of doubt, You acknowledge and agree that:
(a) the Licence includes a right for us to:
(i) make the Content available to other companies, organisations or individuals with whom we have a relationship for the provision of services and to use such Content in the provision of those services;
(ii) make the Content available to the public via any website or as part of any services or products in any jurisdiction;
(b) we will allow Hotfrog Website users to search Content You have posted; and
(c) You will do everything necessary (including without limitation, on request, execution of any documents) to give Hotfrog the full benefit of the licences, waivers and consents set out in this clause 3.
3.7 The Licence will survive any termination of this Agreement.
3.8 Your use of some Third Party Content (including, without limitation, third party websites linked to Hotfrog Website) may be subject to a third party’s terms and conditions of use. Nothing in this Agreement (or otherwise on Hotfrog Website) constitutes a licence or right for You to use such content.
5.1 You represent and warrant to Hotfrog that:
(a) You are fully authorised to publish and to authorise Hotfrog to publish all Content (including, without limitation, having full authorisation from any business whose Business Profile You add, amend or update);
(b) You are least 18 years of age and have the legal capacity to enter this Agreement;
(c) publication of Accessible Content in accordance with this Agreement will not, at any time, infringe any intellectual property right, moral right or any right of confidence or other right of any person;
(d) You have the ability to grant the Licence;
(e) all Accessible Content will, at all times, comply with all applicable laws, regulations and relevant industry codes;
(f) all products and services advertised in Accessible Content will match the advertised description, and be available in the manner, at the price and for the time period advertised;
(g) the Accessible Content does not, and will not at any time, infringe any intellectual property right, moral right or any right of confidence or other right of any person;
(h) You have obtained the consent of all individuals whose personal information is included in the Content to:
(i) the collection of that personal information by Hotfrog; and
(iii) all Accessible Content will be current and accurate, and will not mislead or deceive end users of Hotfrog Website; and
(j) each website represented by any URL shown or embedded in the Business Profile for Your business:
(i) is controlled and operated by Your business or its independent contractor;
(ii) will be functional and accessible at all times; and
(iii) is suitable in all respects, including (without limitation) subject matter, to be linked to Hotfrog Website.
6.1 To the full extent permitted by law and subject to clause 6.4, Hotfrog excludes all representations, warranties, terms and conditions, whether express or implied (and including, without limitation, those implied by statute, custom, law or otherwise), except as expressly set out in this Agreement.
6.2 Hotfrog Website is provided “as is”, and You acknowledge and agree that Hotfrog has no control over Third Party Content and that Your use of Hotfrog Website (including, without limitation, all material obtained from or linked to Hotfrog Website) is at Your sole risk. Nothing on Hotfrog Website constitutes the giving of financial or other advice. You should obtain qualified professional advice before acting on the basis of any information on Hotfrog Website.
6.3 To the full extent permitted by law, Hotfrog excludes all liability to You for any damages or loss (including without limitation, loss of profits, indirect or consequential loss) however caused (including, without limitation, damage or loss arising in contract, tort (including, without limitation, negligence), statute or otherwise) suffered by You in connection with:
(a) Your use of, or reliance on, Hotfrog Website (or any information contained on or linked to Hotfrog Website);
(b) any dealing You have with any business displayed on Hotfrog Website.
6.4 Certain legislation may imply warranties or conditions or impose obligations which cannot be excluded, restricted or modified except to a limited extent. This Agreement must be read subject to those statutory provisions. If those statutory provisions apply, notwithstanding any other provision in this Agreement, to the extent to which Hotfrog is entitled to do so, Hotfrog limits its liability in respect of any claim under those provisions to:
(a) the supply of the services again; or
(b) the payment of the cost of having the services supplied again.
6.5 You hereby indemnify and hold harmless Hotfrog and its officers, employees and agents from and against any liability, loss, damage, costs and expense (including, without limitation, legal expenses on a full indemnity basis) and penalties incurred or suffered by any of them arising out of:
(a) Your breach of this Agreement, including (without limitation) a warranty in clause 5;
(b) any act of fraud or wilful misconduct by or on behalf of You; and
(c) the publication or use of, or any act or omission in relation to, the Accessible Content including, without limitation, claims brought by any third party relating to defamation, negligent misstatement, injurious falsehood, contempt of court, rights of publicity and/or privacy, copyright infringement, trade mark infringement, other intellectual property infringement, passing off, misleading or deceptive conduct and any failure to comply with or fulfil any representations, warranties or agreements.
7.1 We may provide You with notices by email, mail or by posting content on Hotfrog Website.
7.2 You should carefully read and agree to this Agreement each time You use Hotfrog Website. Whilst Hotfrog hopes not to have to alter this Agreement, it is possible that changes will be required from time to time. By using Hotfrog Website (including, without limitation, by posting any Content) You agree that the then current version of this Agreement will apply to that use.
7.3 Hotfrog may assign this Agreement provided that the relevant assignee undertakes to perform all of Hotfrog’s obligations herein. Subject to the foregoing, neither party may assign this Agreement in whole or in part.
- The indemnities in this Agreement are:
(a) continuing obligations of the parties, separate and independent from their other obligations and survive termination of this Agreement; and
(b) absolute and unconditional and unaffected by anything that might have the effect or prejudicing, releasing, discharging or affecting in any other way the liability of the party giving the indemnity.
7.5 This Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales and waive, without limitation, any claim or objection based on absence of jurisdiction or inconvenient forum.
- Unenforceable Provisions
If any provision of this Agreement or the Website Terms is invalid or unenforceable in a jurisdiction, the provision should be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability. It will not affect the validity or enforceability of that provision in another jurisdiction or the remaining provisions. It will not affect the validity or enforceability of that provision in another jurisdiction or the remaining provisions.
- In this Agreement:
- Moboom means Moboom Limited (ABN 46 136 737 767) of 124 Aberdeen Street, Northbridge WA 6003.
- Content means all content posted by You onto Hotfrog including, without limitation, all text, graphics, icons, photographs, URLs and Reviews.
- Accessible Content means all Content and all similar content on sites to which URLs contained in Your Content are linked.
- Business Profile means a business profile in the Database. A Business Profile may contain information about the profiled business, for example, contact details.
- Database means the national database of Business Profiles which is collected by Hotfrog and made accessible to the public via the online business directory on Hotfrog Website.
- Review means a review or other comment which You add to Hotfrog Website in relation to any Business Profile or associated products and services.