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Terms And Conditions

Welcome to the CellarDoorMETRICS^® registration process. Please ensure that you read the terms and conditions before
proceeding with the registration.

The registration process consists of 5 or 6 simple steps.

Step 1 - Terms & Conditions (this page)
Step 2 - Company Details
Step 3 - User Details
Step 4 - Subscription Selection
Step 5 - Payment; Valid credit card details are required (will be charged monthly)
Step 6 - Cellar Door Setup (if registering as a Cellar Door)

Cellar Door Managers should choose the Cellar Door subscription. This will allow you to enter in your cellar door's performance data
and run comparitive reports against aggregated data from other cellar doors in your region.

National, State, or Regional Industry Organisations should choose the Industry Organisation subscription. This will allow them
to run aggregated reports for your area. This subscription is subject to approval by the system administrators.

After completing the registration process, your Industry Organisation registration will be enabled once it has been reviewed by the
administrators. You will be notified once
this has occurred.

TERMS & CONDITIONS

(Morton Blacketer Online Pty Ltd – Use of CellarDoorMETRICS)

1.	DEFINITIONS AND INTERPRETATION

1.1	Definitions
Under these Terms & Conditions, unless the context indicates a contrary intention:

Aggregated Information means aggregated, de-identified data which is extracted, or otherwise derived, from not less than three Cellar Doors; 

Cellar Door means any User who offers wine tastings and wine sales from its premises; 

CellarDoorMETRICS means the system of web pages and computer programs operated by MBO and located at either:
(a)	the internet address known as http://www.cellardoormetrics.com.au;
(b)	the internet address known as http://www.cellardoormetrics.com;
(c)	the internet address known as http://www.cellardoormetrics.biz;
(d)	the internet address known as http://www.cellardoormetrics.co.nz;
(e)	the internet address known as http://www.cellardoormetrics.co.za;
(f)	the internet address known as http://www.cellardoormetrics.com.cn;
(g)	the internet address known as http://www.cellardoormetrics.info;
(h)	the internet address known as http://www.cellardoormetrics.net;
(i)	the internet address known as http://www.cellardoormetrics.org;
(j)	any internet address incorporating the word "CellarDoorMETRICS"; or
(k)	if applicable, as a link from, or integrated into, the Client’s own website;

Client means the individual, company, partnership, government agency, association or entity to whom CellarDoorMETRICS is being provided by virtue of the Licence;

Client’s Information means the information and operational data stored in the CellarDoorMETRICS database and relating to the Client;

Client’s Registration means the series of web pages duly completed by the Client through CellarDoorMETRICS in order to gain access to CellarDoorMETRICS under the Licence;

Confidential Information includes the Client’s Information and the commercial arrangements relating to the Licence, but excludes any Aggregated Information;

Commencement Date means the date upon which the Client’s Registration is completed;

Debt means any amount due but unpaid by the Client, as evidenced either by an invoice issued by MBO or through CellarDoorMETRICS;

Imported Data means information, data, calculations, statistics or statements that may be integrated in CellarDoorMETRICS from time to time that have been derived from Independent Sources;

Independent Sources means such sources, websites or other third parties (other than MBO, the Client and Users) responsible for the provision of the Imported Data;

Industry Organisation means any User, other than a Cellar Door, including an entity representing the interests of the wine industry or the tourism industry within a geographic region;

Licence means the non-exclusive Licence granted by MBO to the Client to use CellarDoorMETRICS for the Term in accordance with these Terms & Conditions;

MBO means Morton Blacketer Online Pty Ltd ABN 67 097 069 737 of 1st Floor, 153 Greenhill Road, Parkside SA 5063 Australia, being the developer and provider of CellarDoorMETRICS;

Subscription Fee means either:
(a)	if the Client's Registration is as a Cellar Door, then the Cellar Door Fee calculated by reference to the Client's Registration; or
(b)	if the Client's Registration is as an Industry Organisation, then the Industry Organisation Fee as calculated by reference to the Client's Registration;

Term means the period commencing on the Commencement Date and ending on the earlier to occur of:
(a)	the Voluntary Termination Date; or
(b)	the valid termination of the Licence in accordance with these Terms & Conditions;

Terms & Conditions means these terms and conditions, pursuant to which the Licence is granted;

Uncontrollable Event means an event, circumstances or action that is beyond the direct control of MBO;

User means any user of CellarDoorMETRICS from time to time, including the Client;

User Guide means the information manual and instructions set out within CellarDoorMETRICS and containing relevant information required by the Client to access and use CellarDoorMETRICS; and

Voluntary Termination Date means the date on which this Licence terminates in accordance with clause 8.3.

1.2	Interpretation
In these Terms & Conditions:
(a)	Clause headings are inserted for convenience of reference only and will be ignored in the interpretation of these Terms & Conditions;
(b)	Unless inconsistent with the context, a reference to a party includes that party’s executors, administrators, personal representatives, successors and lawful assigns; and
(c)	Words importing the singular include the plural and visa versa and words importing a gender include each other gender.

2.	LICENCE

2.1	Licence
MBO grants to the Client a non-exclusive Licence to use CellarDoorMETRICS for the Term subject to and in accordance with the Terms & Conditions.

2.2	Non-Exclusivity
The Client acknowledges that:
(a)	MBO may grant to other persons similar non-exclusive licences to use CellarDoorMETRICS; and
(b)	such other Users (including Cellar Doors and Industry Organisations):
(i)	will be able to access Aggregated Information by using CellarDoorMETRICS; but
(ii)	will not be able to gain access to the Client's Information (in isolation) by using CellarDoorMETRICS.

2.3	Client’s Use
The Client may only use CellarDoorMETRICS for the purposes of:
(a)	recording, storing and using the Client’s Information;
(b)	accessing the Aggregated Information;
(c)	if the Client is a Cellar Door, assessing the performance of the Client's own performance in cellar door wine tastings and wine sales; and
(d)	assessing and comparing the performance of those Cellar Doors Users in various geographic locations.

3.	OBLIGATIONS OF MBO

3.1	Access to CellarDoorMETRICS
As soon as practicable after the Client’s Registration is completed, MBO will:
(a)	give the Client access to, and use of, CellarDoorMETRICS (via the Client’s CellarDoorMETRICS logon); and
(b)	give the Client access to the User Guide online.

3.2	Services
During the Term, MBO must:
(a)	monitor and maintain CellarDoorMETRICS (including the website and associated computer programs and equipment); and
(b)	use reasonable endeavours to ensure that CellarDoorMETRICS operates in a manner consistent with the User Guide.

4.	OBLIGATIONS OF CLIENT

4.1	Recording Client’s Information
The Client must use reasonable endeavours to ensure that the Client’s Information:
(a)	is accurately entered within CellarDoorMETRICS; 
(b)	is promptly updated to ensure that it remains accurate and reliable at all times; and
(c)	is not misleading or deceptive.

4.2	Duty to Inform
The Client will immediately inform MBO of any malfunction or failure of CellarDoorMETRICS which comes to the attention of the Client.

5.	FEES

5.1	Payment by Client
Unless otherwise determined during the Client’s Registration or unless otherwise agreed in writing by MBO, the Subscription Fee will be payable by the Client in accordance with Clause 5.2.

5.2	Subscription Fee
Unless otherwise agreed by MBO, the Subscription Fee will be payable by credit card by equal monthly instalments.

5.3	Updated Information
The Client must ensure that:
(a)	MBO at all times has all relevant information and such other authority as may be required from the Client in order to directly debit the Subscription Fee against the Client's nominated credit card; and
(b)	If the Client wishes to alter the Client's nominated credit card for the purposes of paying the Subscription Fee in accordance with clause 5.2, the Client must give MBO not less than one month's prior notice.

6.	CONFIDENTIALITY
6.1	Confidentiality by MBO
Without limiting clause 6.5(b), MBO will not itself use, or knowingly disclose to any person (except Users, as contemplated by CellarDoorMETRICS), any Confidential Information, and will use reasonable endeavours to prevent the unauthorised use or disclosure of the Confidential Information to any person.

6.2	General Confidentiality by the Client
Unless explicitly agreed by MBO in writing in advance and subject always to clause 6.4, the Client will not knowingly disclose in any form (including on television, on radio, in print, on the Internet or by e-mail) to any person (except to Users, as contemplated by CellarDoorMETRICS) or otherwise publish:
(a)	any Confidential Information; or
(b)	any Aggregated Information,
and will use reasonable endeavours to prevent the unauthorised use of the Confidential Information and the Aggregated Information by any person.

6.3	Specific Confidentiality - Industry Organisations
Without limiting clause 6.2, if the Client is an Industry Organisation, then unless explicitly agreed by MBO in writing in advance and subject always to clause 6.4, the Client will not knowingly disclose in any form to any member of the Industry Organisation or otherwise publish in newsletters, articles, literature or other materials:
(a)	any Confidential Information; or
(b)	any Aggregated Information.

6.4	Limited Conditional Disclosure
If MBO explicitly agrees with the Client in writing in advance, the Client may publish:
(a)	such Confidential Information or Aggregated Information as specified by MBO in writing (but no other Confidential Information or Aggregated Information);
(b)	to such persons as specified by MBO in writing (but to no other persons);
(c)	upon such terms as specified by MBO in its discretion; and
(d)	only if such publication is accompanied by an acknowledgement of CellarDoorMETRICS as the source of the data.  

6.5	Approved Use of Aggregated Information
The Client acknowledges that:
(a)	the Aggregated Information (which incorporates the Client's Information in an aggregated, de-identified manner) will be accessed by, and relied upon by, Users; and
(b)	MBO is authorised and entitled to use, disclose and publish the Aggregated Information to such persons, at such times and in such manner as MBO deems fit from time to time.

6.6	Risk of Disclosure
Subject to Clause 6.1, the Client acknowledges that Confidential Information posted on CellarDoorMETRICS by the Client may be acquired by unauthorised access to the Confidential Information gained by third parties and the Client agrees that:
(a)	all risks and responsibilities for such unauthorised access to the Confidential Information shall be assumed by the Client; and
(b)	the Client releases MBO from, and shall indemnify MBO against, any claim arising out of such unauthorised access to the Confidential Information.

7.	DISCLAIMERS

7.1	Exclusion of Warranties
MBO does not warrant that:
(a)	CellarDoorMETRICS is, or will remain, fit for the purpose of providing the Aggregated Information to the Client at all times; or
(b)	CellarDoorMETRICS will be accessible to the Client at all times on all days; or
(c)	Aggregated Information will be accessible to the Client at all times on all days; or
(d)	Aggregated Information is accurate, reliable or up-to-date at all times; or
(e)	Imported Data in accurate, reliable or up-to-date at all times.

7.2	Imported Data
The Client acknowledges that CellarDoorMETRICS may from time to time integrate Imported Data from Independent Sources and accordingly:
(a)	all rights of the Independent Sources associated with copyright are reserved;
(b)	Imported Data may not be used by the Client for any advertising or marketing purposes;
(c)	Imported Data is provided on an “as is” basis, without any warranty (by MBO or by the Independent Sources) of any kind, whether expressed or implied (including, but not limited to, any implied warranties as to merchantability or fitness for a particular purpose); and
(d)	before relying on any information acquired through CellarDoorMETRICS (whether the Client’s Information, Aggregated Information, Imported Data or other information set out in CellarDoorMETRICS) the Client must carefully evaluate the accuracy, currency, completeness and relevance of the information for the Client’s purposes and should obtain professional advice before relying on it.

7.3	Uncontrollable Events
If an Uncontrollable Event causes CellarDoorMETRICS to cease operating in a manner consistent with the User Guide at any time:
(a)	MBO will use reasonable endeavours to overcome the Uncontrollable Event;
(b)	MBO and the Client will cooperate with each other to minimise the inconvenience caused by the Uncontrollable Event; and
(c)	MBO will not be liable in any way to the Client or to third parties for any loss or damage arising directly or indirectly from the Uncontrollable Event.

7.4	Maximum Claim
The Client agrees that the maximum liability (whether in damages or by way of indemnity) of MBO arising as a result of any breach by MBO of these Terms & Conditions shall be, at MBO’s discretion, either of:
(a)	a refund of the Subscription Fee paid by the Client in respect of the preceding six month period; or
(b)	rectification of the breach by MBO.

8.	DEFAULT AND TERMINATION

8.1	Termination by MBO
MBO may terminate the Licence with immediate effect by giving notice to the Client if at any time:
(a)	the Client breaches any of its obligations under these Terms & Conditions (other than in respect of the non-payment of a Debt) and such breach is not remedied within 14 days after MBO has notified the Client in writing of the breach; or
(b)	the Client is, in the reasonable opinion of MBO, insolvent.

8.2	Termination by Client
The Client may terminate the Licence with immediate effect by giving notice to MBO if at any time:
(a)	MBO breaches any of its obligations under these Terms & Conditions and such breach is not remedied within 14 days after the Client has notified MBO in writing of the breach; or
(b)	MBO is, in the reasonable opinion of the Client, insolvent.

8.3	Voluntary Termination
Either the Client or MBO may terminate the Licence at any time by giving not less than one months' written notice to the other, in which case:
(a)	this Licence will terminate on the date specified in such notice; and
(b)	neither party shall have any claim against the other after the date of such termination, except in relation to a breach occurring before that date.

8.4	Non-Payment of Debt
In relation to any Debt, it is agreed that:
(a)	At any time after the Debt’s due date for payment, MBO may either post a message to the Client through CellarDoorMETRICS or otherwise advise the Client (verbally or in writing) that:
(i)	the Debt is outstanding; and
(ii)	the Licence may be suspended if the Client does not arrange prompt payment of the Debt;
(b)	If the Debt exists 7 days after the Client is advised of the Debt in accordance with the preceding sub-clause, then MBO may:
(i)	temporarily suspend the Licence; and
(ii)	temporarily disable the Client’s access to CellarDoorMETRICS.
(c)	If a Debt exists 7 days after MBO temporarily suspends the Licence under the preceding sub-clause, MBO may:
(i)	terminate the Licence by notice to the Client;
(ii)	take such action to recover the Debt from the Client as MBO may deem appropriate (including legal proceedings);
(iii)	recover from the Client interest on the Debt at a rate of 10% per annum, calculated daily in arrears on a compounding basis from the date upon which the Debt was originally due until the date upon MBO receives payment of the Debt in full; and
(iv)	recover from the Client such reasonable costs and expenses (including legal fees) as may be incurred by MBO in connection with the recovery of the Debt or MBO's attempts to recover the Debt from the Client.

8.5	Suspension/Termination without Prejudice
Suspension or termination of the Licence under any of the clauses 8.1, 8.2 or 8.4 will not prejudice any rights or remedies accrued to MBO or to the Client under, or in respect of, any breach of these Terms & Conditions.

8.6	Client’s Information Upon Termination
Upon the termination of the Licence for any reason, the Client’s Information will remain within CellarDoorMETRICS (so that the Client may resume this service upon a future date, if agreed between MBO and the Client) unless and until the Client instructs MBO in writing, duly signed on the Client’s behalf to remove the Client’s Information from CellarDoorMETRICS, in which case:
(a)	MBO will save the Client’s Information on CD and return it to the Client; 
(b)	the Client Information will be removed from CellarDoorMETRICS; and
(c)	the Client's must pay to MBO on demand the reasonable costs (based on MBO's standard hourly rates) associated with MBO's compliance with sub paragraphs (a) and (b).

9.	MISCELLANEOUS

9.1	Severability
Any provision of these Terms & Conditions that is, or becomes, illegal, void or unenforceable will be ineffective to the extent only of such a legality, voidness or unenforceability and will not invalidate the remaining provisions of these Terms & Conditions.

9.2	Governing Law
These Terms & Conditions and the Licence are governed by, take effect under, and will be construed in accordance with, the laws of South Australia and the Client irrevocably and unconditionally agrees to submit to the exclusive jurisdiction of the Courts of South Australia and those Courts entitled to hear appeals from them.

9.3	Language
The parties agree that:
(a)	this Licence shall be interpreted and enforced exclusively by reference to the English language version of this Licence, as adopted from time to time by MBO within CellarDoorMETRICS;
(b)	any translation of this Licence into any other language (whether such translation is made by, or on behalf of the MBO or any other person):
(i)	is merely a non-binding, informal interpretation tool; and
(ii)	must not be relied upon by any person for any reason;
and
(c)	it is the Client's responsibility to become familiar with the meaning of the English language version of this Licence.

I accept the terms and conditions