1.  Definitions and interpretation

1.1 Definitions

BusinessDay means a day that is not a Saturday, Sunday or any other day which is apublic holiday in Sydney, New South Wales.

DaloopePrivacy Statementmeans the privacystatement locatedat http://www.daloope.com/help_tos.php.

Service means the social networking services and any otherancillary services provided by Us through our website http://www.daloope.com together with anyother websites owned or operated by Sleeping Operations Pty Limited or any ofour affiliates.

UnacceptableBehaviour Policy means the policy set out at the end of thisAgreement.

We means Daloope.

You are the person named in the Account Details.

1.2  Interpretation

(a) Headings, underlining, marginal notes and indexesare only included for ease of reference and do not affect interpretation.

(b) A reference to any legislation or legislativeprovision includes any modifying, consolidating or replacing legislation orlegislative provisions from time to time, and includes all regulations, rulesand other statutory instruments issued under the legislation.

(c) A reference to a document (including this Agreement)is to that document as varied, novated, ratified or replaced from time to time.

(d) Words denoting the singular number include theplural, and vice versa.

(e) Where any word or phrase isgiven a defined meaning any other grammatical form of that word or phrase has acorresponding meaning.

(f) If any part of this Agreementis void or unenforceable in any jurisdiction, then for the purposes of thatjurisdiction if possible, that part is to be read downso as to be valid and enforceable.  If this is not possible, and that part doesnot go to the essence of this Agreement, that part will be severed from thisAgreement and the rest of this Agreement continues to have full force andeffect so as to give effect to the intention of the parties.

2.1 We agrees to provide the Serviceto You from the date You accept the Agreement, complete the sign-up and accountactivation process [TRB6]until You delete Your account.

2.2 You may cancel Your use of theService or terminate this Agreement without cause at any time by deleting Youraccount at http://www.daloope.com/user_account_delete.php.  A terminated account may continue to existfor up to two business days before the cancellation takes effect.

2.3 We may at any time and for anyreason, by notice to You by email, terminate the Service, terminate thisAgreement, or suspend or terminate Your account.  On termination, Your account will bedisabled, You will have no access to and no right to use the Service, and Youwill not be granted access to Your account, or any files, or other informationcontained in Your account although residual copies of information may remain inour system.

3.1 You must:

(a) promptly notify Us if You believe or suspect thatthe Service has been compromised or is being used in a manner that breachesthis Agreement;

(b) regularly check the email address provided to Us onsign-up for messages about the Service (or, if You have arranged for emails tobe forwarded to an alternate email address, You must check that alternate emailaddress);

(c) provide current, accurate identification, contact,and other information that may be required as part of the sign-up process orcontinued use of the Service;

(d) ensure Your use of the Service complies with theUnacceptable Behaviour Policy

(e) maintain the confidentiality of Your accountpassword and accept full responsibility for all activities that occur with Youraccount.  Where the current accountdetails or password are provided, We are entitled to assume that the access isby You, or authorised by You, and You indemnify Us completely against any claimof loss or damage that results from wrongful, fraudulent or other access (usingthe correct account details or password) to Your account;

(f) only use the Service for personal non-commercialpurposes; and

(g) respect the privacy and personal informationdisclosed by other users and use any personal information disclosed for thepurpose for which is was disclosed.

3.2 You must not do, and You must notauthorise or encourage any third party to do, any of the following:

(a) prevent other account holders from using theService;

(b) use the Service for any illegal, fraudulent orinappropriate purpose;

(c) use the Service in any other way that violates anyof the items as described in the Unacceptable Behaviour Policy;

(d) alter, remove or otherwise interfere with anypermissions applied by another user;

(e) interfere with or construct Your own system toaccess the information on the Service; or

(f) act in any way that violates this Agreement.

3.3 You acknowledge and agree to eachof the following:

(a) the Service is only provided to You for so long asYou continue to have a current and valid account;

(b) the Service may be subject to technical limitationssuch as downtime for maintenance and third party service availability;

(c) the Service may include user-targeted,content-targeted advertisements and/or non targeted advertisements or otherrelated information, as described in the Daloope Privacy Statement;

(d) the Service is provided on an AS IS and AS AVAILABLEbasis and We make no warranties or guarantees in respect of uptime for Yourdata, content or the Service;

(e) We expressly assumes no responsibility for, withoutlimitation, backing up Your data, damage to Your data;

(f) due to the nature of the Service, We do not promisethat it will be continuous, accessible at all times or fault-free; and

(g) We reserve the right to modify, suspend or discontinueany part of the Service with or without notice at any time and without anyliability to You.

4.1 You acknowledge that where Youupload, download or otherwise cause information to be communicated via theService all costs (including but not limited to the costs of connection to anduse of a Carrier Service as that term is defined in the TelecommunicationsAct 1997) associated with the communication (Your Costs)are at Your sole expense and Daloope assumes no liability and makes norepresentations impliedly or expressly to assume or contribute in any formtowards any Your Costs or any other costs You may incur through Your use of theService.

4.2 We do not include archiving orback-up services in the Service.  Forexample if website data and content as stored on the server becomes corruptedfor any reason We are not responsible for restoring a correct version of thatdata or content.  You are responsible forensuring that you maintain any necessary secure and reliable copies of all dataand content that you store, share or otherwise make available using theService. 

4.3 You agree that We may establishlimits concerning use of the Service including, without limitation, each of thefollowing:

(a) The maximum number of communications or files thatmay be sent from or received by a an account in any period. 

(b) The maximum size of communications or files thatmay be sent from or received by an account.

(c) The maximum number of times and duration you mayaccess the Service in a given period of time.

(d) The maximum size of your account.

Different limits may apply for mobile phoneservices.

4.4 In our sole discretion, We maynot, process any communication or file that is larger than ten (10) megabytes.

4.5 We expressly disavow any and all representation,warranties and claims as to, without limitation, fitness for purpose,merchantability or quality of any goods and service which may be displayed inany advertising on the Service and, to the extent permitted by the law, Youacknowledge that You have no entitlement to remedy or claim against us inrespect of the accuracy, sufficiency or otherwise of any advertising or goodsor services promoted or purchased through the Service.

4.6 We reserve the right at all timesto remove or refuse to host, store, distribute or communicate any data orinformation on the Service.

4.7 We reserve the right to access,read, preserve, and disclose any information as We reasonably believe isnecessary to do any of the following:

(a) satisfy any applicablelaw, regulation, legal process or governmental request;

(b) enforce this Agreement,including investigation of breaches or potential breaches of it;

(c) detect, prevent, orotherwise address fraud, security or technical issues (including, withoutlimitation, the filtering of spam);

(d) respond to user requests;and 

(e) protect the rights,property or safety of Daloope, its users and the public.

5.1       Youacknowledge that We own all right, title and interest in and to the Service,including without limitation all intellectual property rights (the Daloope Rights), and the Daloope Rightsare protected by intellectualproperty laws.  Accordingly, You must notcopy, reproduce, alter, modify, reverse engineer or create derivative worksfrom the Service.  You must not use anyrobot, spider, other automated device, or manual process to monitor any contentfrom, hosted by or that is otherwise available using the Service.  The Daloope Rights include rights to theService developed and provided by Daloope, all software associated with theService and the brand features.  TheDaloope Rights do not include third-party content used as part of Service,including the content of communications appearing on the Service.

5.2       We do not claim anyownership in any of the content, including any text, data, information, images,photographs, music, sound, video, or other material, that you upload, transmitor store in your account.  You grant toUs and to all other users of the Service, a licence to use that content, inconnection with the Service.  You alsoagree that, in accessing or using content that another user of the Serviceuploads, transmits or stores, you must agree to respect any conditions thatapply to that content, having regard to that user’s classification of thatother content, received by you directly from that user.  Further, you grant to Us a non-exclusive,royalty-free, irrevocable licence to use, reproduce any content that youintroduce to the Service (and warrant that you have the right to do), for thefollowing purposes:

(a) Promotion or marketing of the Service.

(b) Technical development or data testing of theService.

(c) Monitoring or investigation of activity using theService.

(d) Compliance with legal or regulatory obligations.

(e) Provision of indexing, searching or cataloguingfacilities or services.

(f) Any other purposes notified to you in theseterms. 

5.3       Youmust not circumvent, or attempt to circumvent, any Technological ProtectionMeasure that is applied to any other user’s content (whether applied by Us oranother person). You must not alter, remove or otherwise interfere with anRights Management Information applied to another user’s content that is madeavailable through the Service.  “RightsManagement Information” and “Technological Protection Measure” have the samemeaning as those terms as defined in the Australian Copyright Act 1968.

5.4      Whereyou are not the author of content, you warrant to TILEFILE and to each user ofthat content that, to the extent necessary to allow use of the content inaccordance with the Service, the author of the content has consented to anyacts of omissions that are allowed by the Service that would, but for theconsent, amount to an infringement of the author’s moral rights under theAustralian Copyright Act 1968.

As a condition to using the Service, You agreeto the terms of the Daloope Privacy Statement issued or updated during the termof this Agreement.

7.1 If We believe on reasonable grounds (including froma reasonably verifiable third party complaint (Complainant)) that youhave breached your obligations under the Agreement, We may suspend your accessimmediately while an investigation occurs. You must co-operate with any investigation.

7.2 If you believe, on reasonable grounds, that anotheruser of the Service is using or distributing content that breaches your rights,or that is in breach of Agreement including the Unacceptable Behaviour Policy,you may give notice to Us (take down notice).  A take down notice must be in writing andhave all of the following information:

(a) Description of the works claimed to be infringed.

(b) Description of the allegedly infringing works to beremoved, or to which access is to be disabled, (Infringing Material)including its location on the Service.

(c) A statement in good faith that the use of theInfringing Material is not authorised by the copyright owner, the owner’srepresentative or the Copyright Act or otherwise contravenes a legal right(identifying the legal right).

(d) Sufficient information to permit Us to contact theComplainant.

(e) A signed statement that the Complainant isauthorised to act on behalf of the owner of the legal rights concerned.

7.3 On receipt of a take down notice from anotherperson, in connection with content that you own, host or distribute, We mustuse our reasonable endeavours to determine if the use of the InfringingMaterial is permitted under the provisions of the Copyright Act, under licenceor otherwise.  If this is not the case,We will remove, block access to or otherwise disable use of or access to theInfringing Material. 

7.4 Within 3 working days of receipt of a take downnotice, We will act to do each of the following:

(a) Remove or disable access to the InfringingMaterial.  Every effort will be made tocontact you to seek voluntary take down of the Infringing Material.  If this is not successful, We will act toremove or disable access to the Infringing Material.  You acknowledge and agree that We areauthorised to take all necessary steps, including access to your account orcontent, in order to remove or disable access to the Infringing Material. 

(b) Notify the Complainant that We have removed ordisabled access to the Infringing Material;

(c) Notify you that the Infringing Material has beenremoved or access has been disabled.

8.1 You warrant to the best of Yourknowledge that the materials and information provided to Daloope for thepurposes of providing the Services:

(a) are true, correct and current;

(b) are able to be disclosed by You;

(c) do not infringe the rights of any third party;

(d) are able to be legally provided to Us and itsdisclosure does not breach any law or any obligation (whether of confidence orotherwise) owed to any person;

(e) You have all necessary right, power and authority toenter into the Agreement.

8.2 You acknowledge that You have notrelied upon or been induced by any representation by Us and We make no warrantyor representation as to:

(a) the results that may be obtained through theService;

(b) the accuracy, reliability or otherwise of anyinformation obtained through the Service;

(c) the Service or network being uninterrupted, timelyor error free; or

(d) whether Your use of the Service is legal.

8.3 You indemnify and keepindemnified Us and our officers, employees, agents, subsidiaries and affiliatesagainst all claims (including third party claims), demands, damages, costs (includinglegal costs), penalties or suits arising out of or consequential upon Your useof the Service and any breach of any warranty or other term of this Agreement.

9.1 To the extent permissible by lawWe exclude any liability:

(a) for any failure of performance, error, omission,interruption, deletion, defect or delay in transmission or operation; or

(b) for any injury, loss or damage arising out ofprovision of the Services.

9.2 To the fullest extent permissibleat law, We are not liable for any direct, indirect, punitive, incidental,special, consequential damages or any damages whatsoever including, withoutlimitation, damages for loss of use, data or profits, arising out of or inanyway connected with the provision of or failure to provide the Service orotherwise arising out of the Service, whether based on contract, negligence,strict liability or otherwise, even if We have been advised of the possibilityof damages.

9.3 You expressly agree that use ofthe Service is at Your own risk.  To theextent allowed by law, our liability for breach of a term implied into thisAgreement by any law is excluded.

9.4 We give no warranty in relationto the Service provided or supplied. Under no circumstances are We or any of our carriers or suppliers liableor responsible in any way to You or any other person for any loss, damages,costs, expenses or other claims (including consequential damages and loss ofprofits or loss of revenues), as a result, direct or indirect of any defect,deficiency or discrepancy in the Service including its form, content andtimeliness of delivery, including, without limitation, for and in relation toany of the following:

(a) any Service supplied to You;

(b) any delay in supply of the Service;

(c) any failure to supply the Service;

(d) any technical or non-technical failure; or

(e) any content or information accessed via the Servicewith or without Your authorisation.

9.5 The Australian Trade PracticesAct 1974 and certain State and Territory legislation may imply certainconditions and warranties into the Agreement. To the extent permitted by law those conditions or warranties areexpressly excluded.  Where they cannot beexcluded, our liability (if any) arising from the breach of those conditionsand warranties is limited, in our sole discretion, to the supply of the Serviceagain or cost of re-supplying the Service again. 

A failure or delay by Us to exercise a power or right under thisAgreement does not operate as a waiver of that power or right, and the exerciseof a power or right by Us does not preclude its future exercise or the exerciseof any other power or right.

11.1 Anotice or other communication connected with this Agreement (Notice)has no legal effect unless in writing.

11.2In addition to any other methodof service provided by law, the Notice may be:

(a) sent by email to the address stated in the AccountDetails

(b) sent by facsimile to the facsimile number of theaddressee in the Account Details;

(c) posted at the Daloope website.

11.3If the Notice is sent ordelivered in a manner provided by clause 11.2it must be treated as given to and received by theparty to which it is addressed:

11.4 Despite clause 11.3

11.5If a Notice is served by a methodwhich is provided by law but is not provided by clause 11.2, and the service takes place after 5.00pm on aBusiness Day, or on a day that is not a Business Day, it must be treated astaking place on the next Business Day.

11.6A Notice sent or delivered in amanner provided by clause 11.2 must be treated as validly given to and received bythe party to which it is addressed even if:

(a) the addressee has beenliquidated or deregistered or is absent from the place at which the Notice isdelivered or to which it is sent; or

(b) the Notice is returnedunclaimed.

11.7 Aparty may change its address for service or facsimile number by giving Noticeof that change.

All questions or disputes relating to the Service including these termsshould be submitted to Us in writing.  Wewill endeavour to resolve any disputes expeditiously.  All interpretations of the terms of Serviceshall be at Daloope's sole discretion. Our error is not a breach of these terms of Service.

The law in New South Wales, Australia governsthis Agreement and the parties submit to theexclusive jurisdiction of the courts in New South Wales.

Unacceptable Behaviour Policy

Prohibited Acts

In addition to those acts listedin the Terms of Use, the following acts are prohibited in using or inconnection with the Service:-

• Send, upload, distribute or disseminate or offer to do the same with respect to any unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable content.
  
  
• Intentionally distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature.
  
  
• Transmit content or use the Service that in the opinion of Daloope acting reasonably may be considered harmful to or inappropriate for minors.
  
  
• Impersonate another person (via the use of an email address or account) or otherwise misrepresent Yourself or the source of any email or communication.
  
  
• Use Daloope to violate the legal rights (such as rights of privacy and publicity) of others.
  
  
• Promote, encourage or participate in illegal or unlawful activity.
  
  
• Interfere without cause in the reasonable enjoyment by other Daloope' users of the Service.
  
  
• Create multiple user accounts, create user accounts by automated means or otherwise engage in false, fraudulent, deceptive or misleading conduct in respect of user identity.
  
  
• Sell, trade, resell, transfer or otherwise attempt to dispose of a Daloope' account, or otherwise exploit any content on the Service for any unauthorised commercial purpose.
  
  
• Modify, adapt, translate, or reverse engineer any portion of the Service.
  
  
• Remove any copyright, trade mark or other proprietary rights notices contained in or on the Service.
  
  
• Reformat or frame any portion of any web page that is part of the Service.
  
  
• Create third party software without the permission of Daloope.
  
  
• Misrepresent Daloope or the Service as being associated with content with another website, web service, software service, software or other service without Daloope’s prior permission.

Feedback for breach of Terms of Use either in copyright infringement orabuse or any breach should be directed to http://www.daloope.com/help_contact.php.

Spam

You are prohibitedfrom generating or facilitating unsolicited commercial communication (Spam). Such activity includes, but is not limited to

• sending communication in violation of Australia's Spam Act 2003 or any other applicable anti-Spam law;
  

• imitating or impersonating another person or email address or Daloope' account, or creating false accounts for the purpose of sending Spam;
  
  
• data mining any web property (including Daloope) to find email addresses or accounts;
  
  
• sending unauthorized mail or communication via open, third-party servers;
  
  
• sending emails or communication to users who have requested to be removed from a mailing list or Your contact list;
  
  
• selling, exchanging or distributing to a third party the email addresses of any person without such person's knowing and continued consent to such disclosure; and
  
  
• sending unsolicited emails or communications to significant numbers of email addresses or accounts belonging to individuals and/or entities with whom You have no pre-existing relationship.

Security

• You must promptly notify Daloope of any actual or suspected breach of security related to the Services, including, but not limited to, unauthorised use of Your password or account.
  
  
• You are responsible for the security of Your password, login or access details or other security measures.  You are responsible for all electronic communications and other information entered through or under user IDs, passwords, access numbers or account numbers.  You must not disclose any security measures to any other person and must keep those details confidential. 
  
  
• To help ensure the security of Your password or account, please sign out from Your account at the end of each session.