1. The Service

These Terms & Conditions govern your use of Webdrive (the "Service"), an Internet subscription service operated by Web4site Pty Limited Ltd (ABN 94 116 927 354), ("Web4site") that provides users Search Engine Marketing services for Google AdWords. The Service is provided to you by Web4site on an "AS IS", "AS AVAILABLE" basis subject to the provisions contained herein for your personal or business use only. Unless explicitly stated otherwise, any new features that augment or enhance the current service shall be subject to these Terms and Conditions of Service. The Service consists of search engine marketing services. Your participation in the Service is conditional upon your acceptance of these stated terms and conditions. Please read the following terms and conditions. Your acceptance of these terms and conditions is indicated by your payment for the services. Web4site reserves the right, at its discretion, to change or modify all or any part of these Terms and Conditions at any time. Such changes or modifications shall be effective immediately upon notice forwarded to you in writing, your continued use of the Service constitutes your binding acceptance of these terms and conditions, including any changes or modifications made by Web4site as permitted above. If we vary any terms of this agreement or change any product or price and the variation or change has a major negative impact on you, we will give you sufficient written prior notice to enable you to cancel the agreement.

2. Registration

You must provide accurate, complete, and current registration information and you agree to provideWeb4site with an update of that information promptly should changes occur. Subscriptions to the Service are available only to individuals who are at least 18 years of age or to incorporated businesses or sole traders or partnerships or trusts or associations owned or operated by individuals who are at least 18 years of age. Your right to use the Service cannot be transferred to any other person or any other entity. You are responsible for all use of your account under any password by any person whether or not authorized by you and for ensuring that all use of your account complies with these terms. Web4site may change at any time Key-Words used in a Search Engine Marketing campaign at any time without giving you notice. Web4site may terminate the service, at its own discretion, at any time, without notice, for any reason or no reason, including without limitation for conduct that violates local, state or federal laws or regulations or these Terms of Service, or material that Web4site, in its sole discretion believes is harmful to others, the business of Web4site or other third party information or service providers. You acknowledge that the Service contains information, software, photographs, graphics, and other material (collectively, the "Content") that is protected by copyright, trademark or other proprietary rights of Web4site or third parties. All Content on the Service is copyrighted as a collective work of Web4site pursuant to applicable copyright law. You agree to comply with any additional copyright notices, information, or restrictions contained in any Content available on or accessed through the Service. The Content is intended for the use of the registered subscribers of the Service. You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit, any of the Content, in whole or in part, except as otherwise expressly permitted in this Agreement. Content consisting of downloadable software may not be reverse engineered unless specifically authorised by the owner of the software's patent and/or copyright. Except as expressly permitted by the copyright laws, no copying, storage, redistribution or publication of any Content is permitted without the express permission of Web4site or the owners of such Content or their authorised persons. You assume all risk and responsibility for determining whether any Content is in the public domain, regardless of any notices which may be posted on such Content. Any information supplied by you upon registration for the Service and certain other information which Web4site may collect is subject to our privacy policy.

3. Third Party Links

Some portions of the Web4site’s or users' Websites available on or through web4site may include links to third party sites. These links allow you to exit these Websites and enter third party or other users Websites. These links are provided only as a convenience. The linked Websites are not reviewed, controlled or examined by Web4site and Web4site is not responsible for the Information, advertising, products, resources or other material, of any linked site or any link contained in a linked site. The inclusion of any link does not imply endorsement of the linked site by Web4site. In no event shall Web4site be liable, directly or indirectly, to anyone for any damage or loss arising from or occasioned by the creation, use or reliance, on the third parties' Websites or the Information, advertising, products, resources or material accessed through these Websites. Web4site reserves the exclusive right in its sole discretion to add, decline or remove, without warning, any icon or link to a Website, from Web4site and Web4site user amended Websites.

4. Fees and Payments

You must pay us the price that is stated in this agreement on the due date. If you don’t pay us by the due date we reserve the right to suspend/cancel your service until such time that the arrears are paid in full and/or charge you interest on the unpaid amount from the time it was due at the rate of 2.5% per month. The minimum cost of this agreement is the stated Set Up Fee plus 12 X Monthly Fees. You must supply us with the information we request in order to provide you with the Service. Ongoing Service fees will continue automatically, at the end of your subscription until such time as we receive a cancellation in accordance with our Cancellations Policy. Web4site works closely with you to identify realistic goals and timelines and employ the appropriate mix of tactics to maximize your Google AdWords.

5. Cancellations

Unless you notify Web4site, in writing, that you do not wish to continue with the Service after the end of the first 12 months of this agreement, the same monthly subscription amount will continue to be charged to the same credit card or deducted from your bank account, through our Direct Debit arrangement or invoiced. You are responsible for all charges incurred up to the time the account is terminated, including all charges for the month following the receipt of such notice. Web4site reserves the right to change the amount of any fee or charge for the Service or to institute new fees or charges, effective on at least 30 days prior notice. Web4site reserves the right, in its sole discretion, to restrict, suspend or terminate your Service at any time for any reason without prior notice or liability. Web4site may change, suspend or discontinue all or any aspect of the Service at any time, including the availability of any Service feature, database, or content, without prior notice or liability.

6. Service Guarantee

Web4site guarantees to refund all monies paid in the previous 12 months if the guaranteed number of New Visits (as monitored by Google) set out in the agreement, is not achieved on each 12 month anniversary of the date the agreement was signed.

7. Disclaimer of Warranties

You expressly agree that entering or using of Web4site is at your own risk. No warranty, representation, condition, undertaking or term - express or implied, statutory or otherwise - including but not limited to the condition, quality, durability, performance, accuracy, reliability, non-infringement, merchantability, or fitness for a particular purpose or use of Web4site is given or assumed by all such warranties, representations, conditions, undertakings and terms are hereby excluded. Web4site makes no warranty that the Service will be uninterrupted, timely, secure, or error free; Web4site makes no representations as to the suitability of the information available on or through Web4site, including but not limited to user amended sites, for any purpose nor about its legitimacy, legality, validity, accuracy, correctness, reliability, quality, stability, completeness or currency. Web4site makes no warranty that a Search Engine Marketing campaign will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose. Web4site makes no warranty to the position your advertisement is placed on a search result page or the frequency and time of day that your advertisement is displayed. All such information on the user-amended sites is provided by the users. The information available on or through Web4site’s user amended sites is not reviewed, controlled or examined by Web4site in any way before it appears on Web4site. Web4site does not endorse, verify or otherwise certify the contents of any such information. Users are solely responsible for the contents of their websites and their AdWords advertisement content and may be held legally liable or accountable for the contents of their websites (including without limitation in connection with infringement of intellectual property rights of any other party).Web4site abides by the guidelines of Google AdWords, key terms or adverts requested by the customer must also abide by these guidelines. The packages are sold on the terms of key terms being a key term and location, hence key terms on their own without a location may require a higher subscription or an increase in the customers current package. Web4site does not guarantee that all keywords submitted by you will be used in the campaign as your subscription amount may not be sufficient to pay for premium keyword or phrases. The guaranteed number of new visits refund policy is voided if;

(a) Google discontinues or changes it’s product in such a way as to make the Service redundant;

(b) Your website is offline for a period of 14 days or more;

(c) The content of your website is such that it does not comply with Google’s advertising policy;

(d) There has been a break in the Service due to non-compliance of the terms and conditions herewith; and/or

(e) You have not supplied us with sufficient information to have you ad published within 14 days of signing the agreement.

Web4site does not warrant or guarantee:

(a) that any information available on or through Web4site will be free of infection by viruses, worms, trojan horses or anything else manifesting contaminating or destructive properties;

(b) that the information available on or through Web4site will not contain adult-oriented material, or material which some individuals may deem objectionable; or

(c) that the functions or services performed byWeb4site will be uninterrupted or error-free or that defects in Web4site will be corrected. It is the sole responsibility of the user to isolate software and information, execute anti-contamination software and otherwise take steps to ensure that software or information, if contaminated or infected, will not damage user's information or system.

8. Limitation of Liability

In no event shall Web4site be liable to any party for any damages, including without limitation any direct, indirect, special, punitive, incidental or consequential damages (including, but not limited to, damages for loss of business profits, business interruption, loss of programs or information, loss of profits or goodwill or loss of use of facilities or equipment), or any other damages arising - in any way, shape or form - out of the availability, use, reliance on, inability to utilise or improper use of Web4site even if we have been advised of the possibility of such damages or is negligent, and regardless of the form of action, whether in contract, tort, or otherwise. Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, the above exclusions of incidental and consequential damages may not apply to you. In no event shall Web4site be liable to any party for any delays, inaccuracies, errors or omissions with respect to the Service or the information or the transmission or delivery of all or any part thereof, for any damage arising there from or occasioned thereby, or for the results obtained from the use of information available on or through Web4site. You expressly agree to indemnify and hold harmless Web4site, its subsidiaries, affiliates, officers, agents, co-branders and other partners, and its and their respective employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) arising from or in connection with your Information, your use of Web4site, your violation of these Terms and Conditions of Service or your violation of any rights of any third party.

9. Debtor Policy

1. Default & Consequences Of Default

a. Interest on overdue accounts shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and shall accrue at such a rate after as well as before any judgement.

b. If the Buyer defaults in payment of any invoice when due, the Buyer shall indemnify the Seller from and against all the Seller's costs and disbursements including on a solicitor and own client basis and in addition all costs of collection.

c. Without prejudice to any other remedies the Seller may have, if at any time the Buyer is in breach of any obligation (including those relating to payment), the Seller may suspend or terminate the supply of Goods to the Buyer and any of its other obligations under the terms and conditions. The Seller will not be liable to the Buyer for any loss or damage the Buyer suffers because the Seller exercised its rights under this clause.

d. If any account remains unpaid at the end of the second month after supply of the goods or services the following shall apply: An immediate amount of $50.00 shall be levied for administration fees which sum shall become immediately due and payable.

e. In the event that:

i. any money payable to the Seller becomes overdue, or in the Seller's opinion the Buyer will be unable to meet its payments as they fall due; or

ii. the Buyer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

iii. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Buyer or any asset of the Buyer; then

1. the Seller shall be entitled to cancel all or any part of any order of the Buyer which remains unperformed in addition to and without prejudice to any other remedies; and

iv. all amounts owing to the Seller shall, whether or not due the Seller arising out of these terms and conditions, and the Seller may take any lawful steps to require payment of the amounts due and the Price.

v. The Seller can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Buyer.

2. Privacy Act 1988

a. The Buyer and/or the Guarantor/s agree for the Seller to obtain from a credit-reporting agency a credit report containing personal credit information about the Buyer and Guarantor/s in relation to credit provided by the Seller.

b. The Buyer and/or the Guarantor/s agree that the Seller may exchange information about Buyer and Guarantor/s with those credit providers named in the Application for Credit account or named in a consumer credit report issued by a reporting agency for the following purposes:

i. To assess an application by Buyer;

ii. To notify other credit providers of a default by the Buyer;

iii. To exchange information with other credit providers as to the status of this credit account, where the Buyer is in default with other credit providers; and

iv. To assess the credit worthiness of Buyer and/or Guarantor/s.

c. The Buyer consents to the Seller being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).

d. The Buyer agrees that Personal Data provided may be used and retained by the Seller for the following purposes and for other purposes as shall be agreed between the Buyer and Seller or required by law from time to time:

i. provision of Services & Goods;

ii. marketing of Services and or Goods by the Seller, its agents or distributors in relation to the Services and Goods;

iii. analysing, verifying and/or checking the Buyer's credit, payment and/or status in relation to provision of Services/Goods;

iv. processing of any payment instructions, direct debit facilities and/or credit facilities requested by Buyer; and

v. enabling the daily operation of Buyer's account and/or the collection of amounts outstanding in the Buyer's account in relation to the Services and Goods.

e. The Seller may give, information about the Buyer to a credit reporting agency for the following purposes:

i. to obtain a consumer credit report about the Buyer; and or

ii. allow the credit reporting agency to create or maintain a credit information file containing information about the Buyer.

10. Miscellaneous

Web4site reserves the right in its sole discretion to:

(a) make improvements, corrections, adaptations, conversions and/or any other change in the Service and to any part thereof and/or to revise or modify these Terms and Conditions of Service;

(b) change, limit, terminate, remove or cease to provide at any time, temporarily or permanently, the Service or any part thereof, to all users or any number thereof including without limitation the use of or access to the Service, granted to you or to any other user, at any time, without notice, for any reason or no reason;

(c) establish a new operating and usage policy for the Service and change it at any time for any reason or no reason;

(d) cancel, change, hold, de-list, introduce different options and features to different users or refrain from publishing Service numbers or any other details of the users using the Service, at any time. These Terms and Conditions of Service do not grant to you or any other user any license or right in or to any patent, copyright, trademark, trade secret or other proprietary rights of Web4site; and

(e) replace Google or add other search engines to the Service. Web4site may revise or replace these Terms and Conditions of Service from time to time. You agree that your use of the Service, beyond a period of 15 days after a notice of such change has been provided in writing for the first time, shall constitute your consent to the new or revised Service Terms and Conditions. Any reference made in this document to Web4site shall be deemed to have been made to its suppliers, co-branders and licensors and each of their subsidiaries, successors, assignees, affiliates as well as any company that controls Web4site, directly or indirectly, and any other subsidiary of that controlling company.