These terms and conditions apply to your use of the BIG WOOLLY SOFTWARE services and forms an Agreement between you and Two By Two Enterprises Pty Ltd ABN. 39 127 282 973 (we, us, our). Certain capitalized words used in these Terms have particular meanings and these are set out at the end of the Terms.

By registering to take up the Service, either on a Free basis or on a Monthly Subscription fee paying basis (or by converting from a FREE monthly basis to a fee paying subscription basis) you agree to be legally bound by these Terms, which shall take effect on the date of your registration for the Service. We reserve the right to change the Terms from time to time and we tell you more about this below. You can always find the most up to date edition of our Terms on our Website.

Important Note: All content provided through the Service embodies the intellectual property of Two By Two Enterprises Pty Ltd, is protected by law and is provided solely for your personal and non-commercial use. There are further detailed provisions below which set out restrictions on use of content.

HOW LONG DOES THIS AGREEMENT LAST?

Free Use

• If you have registered to use the Service on a Free monthly basis, then the Free period will be the number of days from the date of our acceptance of your registration and your validation of customer details by (does the customer have to sign anything to sign up, merely accept the T&Cs – legally they should agree to the terms as a minimum requirement).
• If the Free period ends and you do not take up (or are not accepted for) a fee paying subscription to the Service, then this Agreement will end and your Free access to the Service will also end.
• You may apply at any time to convert from a free package to a fee paying subscription by upgrading to a fee paying subscription registration on our Website.

Fee Paying Subscription Use

• If you have registered to use the Service on a fee paying subscription basis and your registration has been accepted by us then this Agreement with us will continue on a monthly basis until either you or we end the Agreement.

Service Registration Generally

We may at our absolute discretion decline to accept your registration application if:

• you do not provide satisfactory proof of identification,
• you do not (or appear not to have) provided complete or full information when completing your registration;
• you do not meet the eligibility criteria for the Service (as determined by us from time to time),
• the service is not available at the location where you wish to acquire the service, or
• you do not have an appropriate credit rating.

OTHER SPECIAL PROVISIONS FOR TRIAL USERS

Free Access for the lower tier package

• During the Free period you will be granted free access to the Service and no Subscription Fees will be payable.
• All other terms and conditions in this Agreement will still apply to you.

SERVICE

What is the Service?

The Service comprises of three tiered packages of available to you over the internet (and any other mediums we may introduce) featuring access to software to build and reskin an online merchandise store.

Free Package – Tier One

Subscription is free as a minimum comprise the free package as listed on the Big Woolly Website.

Upgrading to Tier Two and Three Package

In addition to the Free package, you can upgrade to the Tier two or three Packages available, these can be upgraded to using your subscription at any time. Additions are for a minimum period of one month but you can otherwise add or remove Premium Stations as you choose. Prices for Tier one and two packages are set out on the Big Woolly Website.

If you upgrade to a tier two or three Package during a Billing period you will be charged from the date of your next Bill. Your next Billing Period charge will comprise the cost of your new subscription to the new tier two or three package.

Changes to Website and Service Content

We reserve the right to change Package offering at any time and without notice, at our sole discretion, including withdrawing, modifying, moving or adding particular features with or without notice to you.

If we withdraw a feature of a package and we do not replace it with a similar feature or do not reduce the price of the Service to reflect the change then you may end this Agreement by providing written notice of such to us.

Explicit Content

You acknowledge some merchandise may include explicit language. Store owners with merchandise with frequent use of explicit language must be indicated on the store Website. You acknowledge and agree that it is your responsibility to impose warnings for your customers.

Store owners may not list items that promote or glorify hatred, violence, racial, sexually explicit, or religious intolerance, or items that promote organisations with such views. Violations of this policy may result in a range of actions, including:

• Listing cancellation
• Limits on account privileges
• Account suspension

Use of Data about the Services you use

We may monitor your use of the Service in relation to your compliance with these Terms.
We may disclose data to third parties in relation to your listening habits and the Services you have subscribed to but we will not include information which personally identifies you. For more detail see our Privacy Policy on our Website.

Your use of the Service - Other General Rules

You acknowledge and agree:

• that you are responsible for paying all expenses that you may incur in connection with your access to and use of the Services including your internet service provider and telecommunications provider charges and any excess charges to that provider if you have a cap on downloads and/or uploads and or data transfer and all costs of the equipment and software you need to connect to and use the Services. We are not responsible if your equipment or software is not compatible with your use of the Services;
• that it is your responsibility to keep your username & password confidential and you are responsible for all activity that occurs under your user name and password;
• that you will not disrupt or attempt to disrupt the Service. This includes you agreeing not to use or utilize the Services to distribute a software virus, or to engage in harmful, harassing or otherwise objectionable activity;
• that you will not infringe or attempt to infringe the privacy of other customers;
• not to infringe any applicable law including copyright law when accessing and using the Service;
• not to subject the Service to any derogatory treatment or use them in such a way that would bring us into disrepute, or cause us to incur liability to any third party;
• 7. not to attempt to, or assist any other person to reverse engineer, de-compile, disassemble, alter, duplicate, modify, rent, lease, loan, sub-licence, create derivative works from, distribute or provide others with the Services content in whole or part, except as expressly permitted in these Terms and to the extent permitted by law.

Not complying with User Restrictions

We may cancel supply of your Service at any time if you breach any of the rules regarding your use of the Service.

Security and Continuity of Access

We do not guarantee:

• the security of the Services or any systems used in accessing the Services, or any information passed through such systems; or
• access to the Services or any systems used in accessing the services will be continuous or virus or error free.

FEES, CHARGES AND BILLING

Free Package

There is no fee payable to Two By Two Enterprises Pty Ltd for access to the Service during the Free Package period.

Subscriptions - Tier Two and Three Package

• Subscription Fees on each Fee Due Date. We require that you pay your Subscription Fee monthly in advance (although this may be temporarily paid in arrears for the remainder of a month where you have upgraded to a Tier Two or Three Package).
• any other charges we are entitled to apply under this Agreement.
• no refund will be given for any pro-rata Subscription Fees which have been pre-paid for any periods.

How you Pay

Paying with PayPal: If you elect to pay us from your bank or financial institution, or credit card provider, you may need to sign a PayPal form and agreement and return it to us (it is your responsibility to decide if PayPal, and its terms for using that service are suitable and agreeable to you). You can authorise us to automatically deduct payments by credit card over the phone or in writing. We will then arrange for your bank, financial institution or credit card provider to debit your account each month on or around the Due Date for the amount due on that date. If you pay by PayPal we will not automatically send you an invoice. You can ask for an invoice, but if you do we will charge you a fee as set out in the Pricing Guide.

Paying us in other ways: If you elect to pay by a method other than PayPal, we will send you an invoice every month on or shortly after the Bill Date. We will charge you a fee each month for this invoice as set out in the Pricing Guide.

Where your payment method provides for or enables us to make automatic deductions or transfers of funds to pay Subscription Fees then you agree that we may make such deductions or transfers of funds for each Billing period whilst this Agreement is in force.

Non payment

if you do not pay us on the Fee Due Date we may:

• suspend the provision of Services; and/or
• terminate this Agreement; and/or
• take action against you (including legal action and referral of your account to a collection agency) to recover the debt; and/or
• take any other step we consider reasonable in the circumstances.

USERNAME AND PASSWORD

You will receive a password and username upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. We disclaim any liability (to the maximum extent permitted by law) for any loss or damage arising from your failure to comply with these requirements.

LIABILITY & INDEMNITY

Exclusion

THIS AGREEMENT DOES NOT LIMIT OR REMOVE ANY RIGHTS THAT YOU HAVE UNDER THE TRADE PRACTICES ACT 1974 (CTH), FAIR TRADING LAWS OR OTHER EXISTING LAWS OR REGULATIONS AND CODES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER TERMS, CONDITIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED BY LEGISLATION OR THE COMMON LAW OR OTHERWISE RELATING TO THE PROVISION BY US OF THE SERVICES OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT ARE EXPRESSLY EXCLUDED.

UNLESS THE LAW STIPULATES OTHERWISE, NEITHER WE NOR ANY RELATED COMPANY, OR ANY OF OUR AGENTS, CONTRACTORS OR EMPLOYEES WILL BE RESPONSIBLE TO YOU OR ANY OTHER PERSON IN CONNECTION WITH:

• YOUR OPERATION AND USE OF THE SERVICES;
• ANY FAILURE OR MISUSE OF SERVICES CAUSED BY YOU;
• ANY LOSS YOU SUFFER IF YOU DO NOT RECEIVE A STATION OF OTHER COMPONENT OF THE SERVICES (WHETHER DUR TO NETWORK COVERAGE OR OTHER COMMUNICATIONS DIFFICULTIES, WITHDRAWAL OF A COMPONENT OF THE SERVICES OR OTHERWISE.
• ANY MISUSE OR UNAUTHORISED USE OF YOUR USERNAME AND PASSWORD.
• ANY OTHER CAUSE WHERE THE CAUSE IS OUTSIDE OUR REASONABLE CONTROL.

Indemnity

You agree to fully indemnify us from all actions, claims, threats, proceedings, costs (including legal costs and expenses properly incurred), damages, charges, losses, expenses, demands or liabilities brought against, suffered or incurred by us as a result of:

• any breach or non-observance or suspected breach by you of any of your obligations or undertakings contained in these terms;
• your negligence or wilful default; or
• any claims from third parties made as a result of your acts or omissions whatsoever arising from the use of the services under these terms (including without limitation any claims arising from or incurred because of any infringement or alleged infringement of intellectual property rights).

Ending This Agreement

This Agreement can be ended by:

• us at any time by notice to you if you breach any of the material provisions of this Agreement.
• Either party on 30 days written notice to the other.
• On this Agreement coming to an end, your access to the Services will also end.

GENERAL

Changes to these Terms

You acknowledge that you have not relied on any representation made by us which has not been stated expressly in these Terms. We may change these Terms and any other information relating to the Services, including prices, at any time and your subsequent use of the Services will be governed by the varied Terms. Without limiting our ability to give notice by any other means, you will be deemed to have:

Received adequate notice of such changes where we place a notice on our Website setting out such changes; and Agreed to such changes the next time you use the Services after publication of the relevant notice on our Website.

Circumstances outside our Control

We are not responsible for any delay or failure to perform our obligations pursuant to this Agreement if such delay is due to Force Majeure.

If a delay or failure to perform our obligations is caused or anticipated due to Force Majeure, the performance of those obligations will be suspended.

Sub-contracts

We may sub-contract for the performance of this Agreement or any part of this Agreement without obtaining your prior consent.

Entire Agreement

This Agreement constitutes the entire agreement between us and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing.

Assignment

We may assign this Agreement at our discretion. This Agreement may not be assigned by you without our written consent.

Waiver

No right under this Agreement will be deemed to be waived except by notice in writing signed by us. Except for this, any failure by us to enforce any clause of this Agreement, or any forbearance, delay or indulgence granted to you, will not be construed as a waiver of our rights under this Agreement.

A waiver made by us will not prejudice our rights in respect of any subsequent breach of the Agreement by you.

Severability

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

Survival of Agreement

Subject to any provision to the contrary, this Agreement shall enure to the benefit of and be binding upon the parties and their successors, trustees, permitted assigns or receivers but shall not enure to the benefit of any other persons.

The covenants, conditions and provisions of this Agreement which are capable of having effect after the expiration of the Agreement shall remain in full force and effect following the expiration of the Agreement.

Governing Law

This Agreement will be governed by and construed according to the laws of New South Wales and the parties submit to the jurisdiction of the Courts in NSW.

Notices

Notices under this Agreement may be delivered by mail or by email to the addresses specified when registering to take up the Service (in the case of you) and the address for notices specified on our Website (in the case of us).

READING THE AGREEMENT

Reference to:

• one gender includes the others;
• the singular includes the plural and the plural includes the singular;
• a person includes a body corporate;

"Including" and similar expressions are not words of limitation.

Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.

Headings and any table of contents or index are for convenience only and do not form part of this Agreement or affect its interpretation.

A provision of this Agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of the Agreement or the inclusion of the provision in the Agreement.

SPECIAL WORDS USED IN THIS AGREEMENT

Some words used in this Agreement have a special meaning and these are set out below:

"Billing Date" means the date on which you subscribe to the Services and the same date each month after unless we nominate a different billing date;

"Billing Period" means the period from one Billing Date to the day prior to the next Billing Date;

"Fee Due Date" means the date on which you have arranged with us (or we have nominated) as the date on which you must pay for your Billing Period;

"Internet Service" means the Services delivered over the internet to your computer;

"Privacy Policy" means our privacy policy in force from time to time and which may be viewed on our Website;

"Related Company" means a company which is wholly or partly owned by us;

"Service" means the service described under that heading in this Agreement for the provision of Standard Stations and Premium Stations;

"Pricing Guide" means our pricing guide applicable when you subscribe and any subsequent amendments. The Pricing Guide is available on our Website and may be amended from time to time. Any changes will be notified on our Website packaging;

"Subscription Fees" means a monthly fee you pay to us for the Services as set out in the Pricing Guide and for which we may send you monthly tax Invoices; and

"Terms" means these terms and conditions as amended from time to time;

"Website" means our Website at www.bigwoolly.com