The following subscription agreement is for use by CUSTOMERS only:

1. SUBSCRIPTION FEES
The subscription service will be provided and maintained according to the terms of this Subscription Agreement for which the CUSTOMER agrees to pay EBOOKAPLACE the sum agreed to under the relevant plan chosen by the CUSTOMER at the frequency relevant to that particular plan. Any GST, Government taxes or charges which may be imposed with respect to this Subscription Agreement shall be paid by the CUSTOMER.

Some plans available include additional usage charges. Where this applies, EBOOKAPLACE will bill CUSTOMER (either mail or email) by the seventh day of the month for the previous calendar month’s usage (e.g. the bill for February usage will be sent by the following 7 March).

CUSTOMER agrees to provide EBOOKAPLACE with complete and accurate billing and contact information. This information includes the CUSTOMER’s legal company name, street address, email address, telephone number and name, street address, email, telephone number of an authorised billing contact and subscription service administrator. CUSTOMER agrees to update this information within 14 days of any change to it. If the billing and contact information that CUSTOMER provides is false or fraudulent, EBOOKAPLACE reserves the right to terminate the subscription service, claim overdue payments including any interest and any other legal remedies. CUSTOMER acknowledges that such changes may take up to 72 hours to take effect.

If CUSTOMER believes that a bill is incorrect, CUSTOMER must continue to pay the invoice under the terms of this Subscription Agreement and contact EBOOKAPLACE in writing within 30 days of the invoice date containing the amount in question to be eligible to receive an adjustment or credit.

Unless terminated as per conditions under Section 9, this Subscription Agreement shall be renewed automatically at the subscription fees prevailing at that date for successive periods of the same length as the ceasing subscription period or as mutually agreed between the CUSTOMER and EBOOKAPLACE.

EBOOKAPLACE reserves the right to modify its fees and charges or to introduce new charges at any time, upon at least 14 days prior notice to the CUSTOMER, which notice may be provided by email to the last effective email address supplied by CUSTOMER as per Section 1.

The charge includes all access, maintenance, support and upgrades over the term of subscription.

All pricing terms are confidential, and the CUSTOMER agrees not to disclose them to any third party.

2. SUBSCRIPTION SERVICE
As part of the Subscription Agreement, EBOOKAPLACE will provide the CUSTOMER with the use of the subscription service, including a browser interface, data encryption, transmission, access and storage. Use of the subscription service shall be deemed to be the CUSTOMER’s agreement to abide by the Subscription Agreement including any materials available in the ebookaplace.com website and any affiliated websites incorporated by reference herein, including but not limited to EBOOKAPLACE’s privacy and security policies.

3. PRIVACY, SECURITY AND DISCLOSURE
EBOOKAPLACE’s privacy and security policies may be viewed at the ebookaplace.com website. EBOOKAPLACE reserves the right to modify its privacy and security policies in its absolute discretion without notice from time to time.

Note that because the subscription service is a hosted online application, EBOOKAPLACE may occasionally need to notify the CUSTOMER and all other users of the subscription service of important announcements regarding the operation of the subscription service. The CUSTOMER agrees that EBOOKAPLACE can disclose the fact that the CUSTOMER is a subscriber.

4. SUBSCRIPTION LICENCE & RESTRICTIONS
EBOOKAPLACE hereby grants the customer a non-exclusive, non-transferable worldwide right to use the subscription service, solely for the CUSTOMER’s own internal business purposes, subject to the terms of this Subscription Agreement. All rights not expressly granted to the CUSTOMER are reserved by EBOOKAPLACE.

The CUSTOMER may not access the subscription service if they intend to or become a direct competitor of EBOOKAPLACE, except with EBOOKAPLACE’s prior written consent. In addition, the CUSTOMER may not access the subscription service for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

The CUSTOMER shall not: (i) licence, sub-licence, sell, re-sell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the subscription service or the content in any way; (ii) modify or make derivative works based upon the subscription service or the content; (iii) create internet “links” to the subscription service or “frame” or “mirror” any content on any other server or wireless or internet-based device; and (iv) reverse engineer or access the subscription service in order to: (a) build a competing product or service; (b) build a product using similar ideas, functions, functions or graphics of the subscription service; or (c) copy any ideas, features, functions or graphics of the subscription service.

The subscription service cannot be shared or used by any party other than the CUSTOMER.

The CUSTOMER may use the subscription service only for internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the subscription service or the data contained therein; or (v) attempt to gain unauthorised access to the subscription service or its related systems or networks.

5. CUSTOMER RESPONSIBILITIES
The CUSTOMER is responsible for all activities occurring under this Subscription Agreement and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with the CUSTOMER’s use of the subscription service, including those related to data privacy, international communications and the transmission of technical or personal data.

The CUSTOMER shall: (i) notify EBOOKAPLACE immediately of any unauthorised use of any password or any other known or suspected breach of security; (ii) report to EBOOKAPLACE immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by the CUSTOMER or the CUSTOMER’s users; and (iii) not impersonate another CUSTOMER user or provide false identity information to gain access to or use the subscription service.

The CUSTOMER is also solely responsible for an Internet Service Provider and internet costs associated with gaining access to the subscription service.

Additional services not specifically referred to in this Subscription Agreement that incur charges payable to third parties shall be the sole responsibility of the customer.

EBOOKAPLACE accepts no responsibility for the CUSTOMER’s inability to access the subscription service due to the CUSTOMER’s Internet Service Provider problems or unavailability.

6. DATA OWNERSHIP
EBOOKAPLACE does not own any data, information or material that the CUSTOMER submits to the subscription service in the course of using the subscription service (“Customer Data”). The CUSTOMER, not EBOOKAPLACE, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and EBOOKAPLACE shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.

In the event this Subscription Agreement is terminated without cause under Section 9, EBOOKAPLACE may make available to the CUSTOMER a file of Customer Data within 90 days of termination if the CUSTOMER so requests at the time of termination.

EBOOKAPLACE reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, the CUSTOMER’s non-payment.

Upon termination for cause under Section 9, the CUSTOMER’s right to access or use Customer Data immediately ceases, and EBOOKAPLACE shall have no obligation to maintain or forward any Customer Data.

7. INTELLECTUAL PROPERTY OWNERSHIP
EBOOKAPLACE alone shall own all rights, titles and interests, including all related Intellectual Property Rights, in and to the EBOOKAPLACE technology, the content and the subscription service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the CUSTOMER or any other party relating to the subscription service.

This Subscription Agreement is not a sale and does not convey to the CUSTOMER any rights of ownership in or related to the subscription service, the EBOOKAPLACE technology or the Intellectual Property Rights owned by EBOOKAPLACE.

8. THIRD PARTY INTERACTIONS
During the use of the subscription service, the CUSTOMER may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the subscription service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, are solely between the CUSTOMER and the applicable third party. EBOOKAPLACE does not endorse any sites on the internet that are linked through the subscription service. EBOOKAPLACE provides these links only as a matter of convenience, and in no event shall EBOOKAPLACE be responsible for any content, products, or other materials on or available from such sites. EBOOKAPLACE provides the subscription service to the CUSTOMER pursuant to the terms of this Subscription Agreement.

9. CANCELLATION AND REFUND POLICY
CUSTOMER may cancel the service at any time during the subscription period. However, CUSTOMER will not be entitled to any refund for the unexpired portion of the subscription period. CUSTOMER will lose the ability to take bookings through the EBOOKAPLACE website (thereby avoiding any additional usage charges, if relevant).

CUSTOMER’S details will remain available on the EBOOKAPLACE website (in the absence of written instructions from CUSTOMER to the contrary). CUSTOMER may reactivate a cancelled subscription at any time for the remaining period of the original subscription agreement (such that the subscription will cease on the original cessation date – that is, the subscription term is not extended by the period which the subscription was cancelled).

Bills (where relevant) will be sent at the usual time for cancelled subscriptions.

10. TERMINATION
In the event this Subscription Agreement is terminated without cause, EBOOKAPLACE may make available to the CUSTOMER a file of Customer Data within 90 days of termination if the CUSTOMER so requests at the time of termination under Section 6.

During the term or any renewal term of the subscription service and this Subscription Agreement, EBOOKAPLACE may terminate this Subscription Agreement at any time for any cause that is in breach of the Subscription Agreement including Section 1 and Section 18.

Upon termination of this Subscription Agreement by the CUSTOMER for any cause, such termination shall not release the CUSTOMER from any obligation to pay amounts including any interest or legal remedies due under this Subscription Agreement.

The CUSTOMER agrees and acknowledges that EBOOKAPLACE has no obligation to retain Customer Data, and may delete such Customer Data, if the CUSTOMER has materially breached this Subscription Agreement.

11. REPRESENTATIONS & WARRANTIES
Each party represents and warrants that it has the legal power and authority to enter into this Subscription Agreement. The CUSTOMER represents and warrants that the CUSTOMER has not falsely identified itself nor provided any false information to gain access to the subscription service and that the CUSTOMER’s name, street address, email, telephone number of an authorised invoicing contact and subscription service administrator are correct.

12. INDEMNIFICATION
The CUSTOMER shall indemnify and hold EBOOKAPLACE and each such party’s parent organisations, subsidiaries, affiliates, officers, directors, employees, beneficiaries, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by the CUSTOMER of the CUSTOMER’s representations and warranties; or (iii) a claim arising from the breach by the CUSTOMER or the CUSTOMER’s users for this Subscription Agreement, provided in any such case that EBOOKAPLACE: (a) gives written notice of the claim promptly to the CUSTOMER; (b) give the CUSTOMER sole control for the defence and settlement of the claim (provided that the CUSTOMER may not settle or defend any claim unless the CUSTOMER unconditionally releases EBOOKAPLACE of all liability and such settlement does not affect EBOOKAPLACE’s business or service); (c) provides the CUSTOMER all available information and assistance; and (d) has not compromised or settled such claim.

13. DISCLAIMER OF WARRANTIES
EBOOKAPLACE makes no representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the subscription service or any content. EBOOKAPLACE does not represent or warrant that: (a) the use of the subscription service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data; (b) the subscription service will meet the CUSTOMER’s requirements or expectations; (c) any stored data will be accurate or reliable; (d) the quality of any products, services, information or other material purchased or obtained by the CUSTOMER through the subscription service will meet the CUSTOMER’s requirements or expectations; (e) errors or defects will be corrected; or (f) the subscription service or the server(s) that make the subscription service available are free of viruses or other harmful components.

The subscription service and all content are provided to the CUSTOMER strictly on an “as is” basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by EBOOKAPLACE.

14. INTERNET DELAYS
EBOOKAPLACE services may be subject to limitation, delays, and other problems inherent in the use of the internet and electronic communications. EBOOKAPLACE is not responsible for any delays, delivery failures, or other damage resulting from such problems.

15. LIMITATION OF LIABILITY
In no event shall either party’s aggregate liability exceed the amounts actually paid by and/or due from the CUSTOMER in the twelve (12) month period immediately preceding the event giving rise to such claim.

In no event shall either party be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this subscription service, including but not limited to the use or inability to use the subscription service, or for any content obtained from or through the subscription service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or have been previously advised of the possibility of such damages.

16. CONFLICT WITH TERMS
The CUSTOMER may choose to place their own terms and conditions on their subscription service in relation to its own customers. In the event of any conflict between the contents of those terms and conditions and this Subscription Agreement, the latter shall prevail.

17. NOTICE
EBOOKAPLACE may give notice by means of a general notice on the subscription service, email to the CUSTOMER’s email address on record in EBOOKAPLACE’s account information, or by written communication sent by ordinary or registered mail to the CUSTOMER’s mailing or street address on record in EBOOKAPLACE’s account information. Such notice shall be deemed to have been given upon the expiration of forty eight (48) hours after mailing or posting or twelve (12) hours after sending (if sent by email). The CUSTOMER may give notice to EBOOKAPLACE (such notice shall be deemed given when received by EBOOKAPLACE) at any time by any of the following: (i) letter sent by confirmed facsimile to EBOOKAPLACE at the following fax numbers (whichever is appropriate) +61 (0)3 9853 1115, addressed to the attention of 'Customer Service Representative'; (ii) ordinary or registered letter delivered by post to EBOOKAPLACE at the address provided on our site, addressed to the attention of 'Customer Service Representative'; (iii) email to EBOOKAPLACE at the following email address info@ebookaplace.com, address to the attention of 'Customer Service Representative'.

18. MODIFICATION TO SUBSCRIPTION AGREEMENT
EBOOKAPLACE reserves the right to modify the terms of this Subscription Agreement or its policies relating to the subscription service at any time, effective upon posting of an updated version of this Subscription Agreement. The CUSTOMER is responsible for regularly reviewing this Subscription Agreement on the EBOOKAPLACE website. Continued use of the subscription service after any such changes shall constitute the CUSTOMER’s consent to such changes.

19. ASSIGNMENT & CHANGE IN CONTROL
This Subscription Agreement may not be assigned by the CUSTOMER without the prior written approval of EBOOKAPLACE but may be assigned without the CUSTOMER’s consent by EBOOKAPLACE to: (i) a parent or subsidiary; (ii) an acquirer of assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of the CUSTOMER that results or would result in a direct competitor of EBOOKAPLACE directly or indirectly owning or controlling fifty percent (50%) or more of the CUSTOMER entitles EBOOKAPLACE to terminate this Subscription Agreement for cause immediately upon written notice.

20. GENERAL
This Subscription Agreement is governed by and is to be construed in accordance with the laws of the State of Victoria, Australia. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of Victoria, Australia.

No text or information set forth on any other purchase order, pre-printed form or document (other than an Order From, if applicable) shall add to or vary the terms of this Subscription Agreement.

If any provision of this Subscription Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provisions(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

No joint venture, partnership, employment or agency relationship exists between the CUSTOMER and EBOOKAPLACE as a result of this Subscription Agreement or use of the subscription service.

The failure of EBOOKAPLACE to enforce any right or provision in this Subscription Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed by EBOOKPLACE in writing.

This Subscription Agreement, together with any applicable Order Form, comprises the entire agreement between the CUSTOMER and EBOOKAPLACE and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

For the purpose hereof, force majeure shall be any of the following events: acts of God or the public enemy, compliance with any order, rule, regulation, decree or request of any governmental authority or agency or person purporting to act therefore; acts of war, public disorder, rebellion, terrorism or sabotage; floods, hurricanes or other storms, strikes or labour disputes (which specially include, without limitation, any discontinuance by any EBOOKAPLACE sub-contractor or supplier for any reason whatsoever); or any other cause, whether or not of the class or kind specifically named or referred to herein, not within the reasonable control of the party affected.

A delay or failure in performance of either party shall not constitute a default hereunder and not be the basis for, or give rise to, any claim for damages, if and to the extent such delay or failure is caused by force majeure.

The party who is prevented from performing by force majeure shall: (i) be obligated within a period not exceeding 30 days after the occurrence or detection of such event, to give notice to the other party setting forth in reasonable detail the nature thereof and the anticipated extent of the delay; and (ii) remedy shall cause as soon as reasonably possible.

21. TIMING OF CONTRACT
This agreement only becomes binding (that is, the contract is formed) when the confirmation email has been sent from Ebookaplace's server.

22. ADDITIONAL EBOOKAPLACE RIGHTS
EBOOKAPLACE reserves the right to change the appearance of the ebookaplace.com website or affiliated website or alter the functionality of these websites in its absolute discretion. This includes but is not limited to the addition of a “market place” facility to any website, which may include but is not limited to the aggregation of EBOOKAPLACE customers individual service web pages and addition of search facility.

EBOOKAPLACE reserves the right to place advertisements of any sort and in any size and quantity on the EBOOKAPLACE website.