THE GREAT TIP OFF PARTNER AGREEMENT

GTO is the owner of the GTO Website and the GTO Software. If the Partner agrees to accept the terms and conditions contained in this Agreement (confirmed by clicking the appropriate link below where indicated) and starts to Use the GTO Software, the Partner is deemed to have accepted and agreed to be bound by each of the terms and conditions set out in this Agreement. If the Partner does not wish to accept the terms and conditions of this Agreement, the Partner should exit this page immediately and must not Use the GTO Software or make any reference to GTO on any Partner Website. Please do not attempt to Use the GTO Software if your site is unsuitable for such use as GTO will immediately terminate this Agreement. See clause 9 for examples of unsuitable sites. This Agreement is made on the day the Partner agrees to the terms and conditions by completing the Sign-up Information Page and agreeing to pay the Setup Fee advised by GTO to the Partner.

BETWEEN

THE GREAT TIP OFF PTY LIMITED A.C.N. 140 182 609 of 40 Lime Street, Sydney in the State of New South Wales AND THE PARTNER

RECITALS:

A. GTO is the owner of the GTO Website and the GTO Software.

B. GTO has agreed to grant to the Partner a non-exclusive licence to use certain GTO Software,subject to the terms of this Agreement.

NOW THIS AGREEMENT WITNESSES:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement including the recitals the following expressions shall have the following meanings unless inconsistent with the context:

"Business Day" means any day which is not a Saturday, Sunday or a public holiday in Sydney in the State of New South Wales, Australia;

"Claim" includes all manner of losses (including consequential loss), actions, suits, causes of action, arbitration, debts, dues, costs, claims, demands, interest, verdicts and judgments whatsoever both at law, or in equity or arising under the provisions of statute, whether known or unknown;

"Commencement Date" means the date the Partner enters into this Agreement with GTO;

"Competition Manager" means a Customer who starts a tipping competition on the Partner Website using GTO Software;

"Corporations Act" means the Corporations Act 2001 (Cth);

"Customer" means an individual who, during a Relevant Month, accesses the Partner Website, Uses the GTO Software and bets at the TW Website;

"Customer Turnover" means the turnover generated by a particular Customer as a result of the settled bets made by a Customer on the TW Website;

"GTO" means The Great Tip Off Pty Limited A.C.N. 140 182 609;

"GTO Software" includes:
(a) the Tip Market Software; and
(b) the Racing and Footy Tipping Competition Software;

"GTO Software Generated Webpages" means all webpages generated or created either directly or indirectly through or by using the GTO Software;

"GTO Website" means www.theGreatTipOff.com and www.theGreatFootyTipOff.com;

"Head Agreement" means the agreement entered into between GTO and TW and governing the relationship between GTO and TW, including in relation to the use of the GTO Software and the payment of the TW Licence Fee;

"Intellectual Property" means the intellectual property owned or used by GTO or a related entity of GTO, including without limitation:
(a) any patent, know-how, trade mark, service mark, copyright, invention, design, trade secret or confidential information;
(b) any licence or the right to use or to grant the use or to be the registered proprietor or user, of any of the foregoing;
(c) the GTO Software and the design of the GTO Software;
(d) any computer software licence agreement and maintenance agreements;
(e) any registered trade marks, registered business names and/or company names and domain names;
(f) copyright; and
(g) any other intellectual property or rights whether registered or not;

"Join Date" means in relation to any customer of TW, the date on which that customer becomes a member of TW or the TW Website;

"Licence" means the licence granted by GTO to the Partner pursuant to clause 3(1);

"Network Revenue" means the total Revenue generated by the Partner and the Other Partners;

"Other Partner" means any other person or entity that has entered into an agreement with GTO in a similar form to this Agreement;

"Parties" means the Partner and GTO and "Party" means any one of them;

"Partner" means the party completing the Sign-up Information Page;

"Partner Licence Fee" has the meaning given in clause 6;

"Partner Initiated Customer" means a Customer whose Join Date is on or after the date the Customer first Uses GTO Software on the Partner Website and who does each of the following in a calendar month:
(a) starts a TW Betting Account; and
(b) Uses GTO Software on a Partner Website (including the GTO Website);

"Primary Partner" means in any calendar month, a Partner that has one or more Partner Initiated Customers:
(a) who started a TW Betting Account as a result of the Customer using the Partner Website where that Customer is not a Switching Partner during that calendar month; or
(b) in relation to which, by virtue of the definition in (a) above, one of the Other Partners was previously considered to be the "Primary Partner" for that Customer but during a calendar month, the Customer becomes a Switching Customer and the Partner Website was the first website used by that Customer in that calendar month;

"Partner Website" means the website of the Partner, the details of which the Partner inserts on the Sign-up Information Page;

"Racing and Footy Tipping Competition Software" means software that allows Customers to start a competition and invite other Customers, who can pay their entry fee online, to play in the following competitions:
(a) standard tipping competitions;
(b) competitions in which Customers are required to enter tips in order of their confidence of the result and where the more tips a Customers gets correct in a row, the higher the points allocated to that Customers; and
(c) competitions where Customers are allocated an amount of fictitious money online that can be applied to races as fictitious bets and any winning dividends are multiplied by the stake to determine the score of that Customer;

"Relevant Month" has the meaning given in clause 7(1);

"Relevant Tipping Competition" means a tipping competition that is set up by a Competition Manager on or via the Partner Website Using the GTO Software where the relevant fees to be paid by the Customer for participating in the tipping competition can be submitted online by the Customer;

"Revenue" means the net revenue derived by GTO as a result of its relationship with TW, as set out in clause 11;

"Setup Fee" means the establishment fee GTO advises the Partner is payable for the GTO Software to be accessible from the Partner Website;

"Sign-up Information Page" means the page on the GTO Website on which the Partner completes the details to apply for this Agreement;

"Switching Customer" means a Customer that is a Partner Initiated Customer and that uses the website of any Other Partner during a calendar month and does not use the website of the Primary Partner during that calendar month;

"Tip Market Software" means software that displays tips for sale posted by a Customer, including leader boards ranking tipsters under various criteria;

"TW" means Tom Waterhouse N.T. Pty Limited A.C.N. 142 687 876;

"TW Betting Account" means an account of a Customer through which that Customer will place bets through the TW Website;

"TW Initiated Customer" means a Customer who starts a TW Betting Account and is not a Partner Initiated Customer;

"TW Licence Fee" has the meaning given to the expression "Licence Fee" in the Head Agreement;

"TW Revenue Generating Features" means GTO Software features that drive betting revenue for TW, including "Tip & Bet" and GTO Software features that allow a Customer to convert prizes won as a result of competitions on the Partner Website to betting credits to be used on the TW Website;

"TW Website" means www.tomwaterhouse.com and any other similar website established by TW for the purpose of online betting;

"Use" means use of the GTO Software by the Partner or a Customer, as determined pursuant to clause 12.

1.2 Interpretation

In this Agreement unless the context otherwise indicates:
(1) references to any party to this Agreement shall include the executors administrators
successors and permitted assigns of that Party;
(2) references to a clause or schedule or other annexure shall be construed as references to a clause of or schedule or annexure to this Agreement and references to this Agreement shall include its schedules and any annexures;
(3) references to (or to any specified provision of) this Agreement or another Agreement or document shall be construed as references to (that provision of)
this Agreement or that other Agreement or document as amended or substituted with the Agreement of the relevant Parties and in force at any relevant time;
(4) references to any statute, ordinance or other law shall include all regulations and other instruments thereunder and all consolidations, amendments, reenactments
or replacements thereof;
(5) words importing the singular shall include the plural and vice versa, words importing a gender shall include other genders and references to a person shall
be construed as references to an individual, firm, body corporate, association (whether incorporated or not), government and governmental, semigovernmental
and local authority or agency;
(6) where any word or phrase is given a defined meaning in this Agreement, any other part of speech or other grammatical form in respect of such word or phrase shall have a corresponding meaning;
(7) headings included in this Agreement are for convenience only and shall be disregarded in the construction of this Agreement.

2. TERM

This Agreement commences on the Commencement Date and continues until terminated in accordance with clause 11 of this Agreement.

3. LICENCE

(1) Subject to the terms and conditions of this Agreement and in particular to this clause 3 and clause 4, GTO grants to the Partner a non-exclusive limited and revocable licence to use the GTO Software and the name and logo of GTO ("Trade Marks") only on the Partner Website.

(2) The Partner must comply with all applicable laws in the course of using the GTO Software pursuant to the Licence.

(3) The Licence is conditional upon the Partner paying the Setup Fee to GTO and making all functionality provided by the GTO Software available on the Partner Website, including but not limited to features promoting the TW Website.

(4) The Partner is not permitted to assign or sub-licence the rights of the Partner under the Licence.

4. PAYMENT OF SETUP FEE

The Partner must pay the Setup Fee to GTO within the time required by GTO. Once paid, the Setup Fee is non-refundable and becomes the sole and absolute property of GTO.

5. SIGN-UP INFORMATION PAGE

(1) The Partner is required to complete the Sign-up Information Page prior to entering into this Agreement.

(2) The Partner warrants that the information provided by the Partner on the Sign-up Information Page is true, accurate and complete.

(3) The Partner will indemnify and keep indemnified GTO in respect of any liability incurred by GTO which arises directly or indirectly from or in relation to the failure of the Partner to satisfy the obligations of the Partner in this clause 5 or in respect of the information provided by the Partner on the Signup Information Page.

6. PARTNER LICENCE FEE

(1) Subject to clauses 7(3), 8(2), 8(5), 8(6) and 11, GTO shall pay the Partner Licence Fee, calculated in accordance with clause 7 and clause 11(2), to the Partner in respect of each Customer on the 15th day of the calendar month immediately following the month in which the entitlement to receive payment of the Partner Licence Fee arose.

(2) The Partner acknowledges and agrees that any obligation of GTO to pay the Partner Licence Fee pursuant to this Agreement is contingent upon and shall not arise unless and until the TW Licence Fee is paid by TW to GTO as required under the Head Agreement.

7. CALCULATION OF PARTNER LICENCE FEE

(1) GTO will calculate the Partner Licence Fee payable to the Partner in respect of each Customer at the end of each calendar month (the "Relevant Month").

(2) Subject to clauses 7(3), 8(2), 8(5), 8(6) and 11(2), the parties agree that the Partner Licence Fee shall be calculated as follows:

(a) The Partner Licence Fee payable by GTO to the Partner in respect of a Relevant Month, is calculated by reference to the Revenue generated on the TW Website by each Customer who Uses the GTO Software in that Relevant Month, as set out in this clause.

(b) The Partner Licence Fee payable by GTO in respect of a Partner Initiated Customer that uses the Partner Website in the Relevant Month is an amount equivalent to twenty percent (20%) of Revenue attributable to that Customer in the Relevant Month.

(c) In respect of a TW Initiated Customer who uses TW Revenue Generating Features on the Partner Website and/or on the website of any Other Partner, the Partner Licence Fee payable by GTO in respect of that Customer in the Relevant Month is an amount equivalent to five percent (5%) of Revenue attributable to that Customer in the Relevant Month.

(d) For the avoidance of doubt, the Partner Licence Fee payable by GTO to the Partner as calculated pursuant to this clause refers to the total Partner Licence Fee payable by GTO in respect of a particular Customer in the Relevant Month. In circumstances where the Partner Licence Fee is payable by GTO to both the Partner and any Other Partner in respect of the same Customer in the Relevant Month, the Partner Licence Fee shall be apportioned between the Partner and any Other Partners.

(3) For the purposes of apportioning the Partner Licence Fee between the Partner and any other Partners (if applicable) under clause 7(2)(d), the Partner Licence Fee actually received by the Partner will be determined as follows:

a) If a Partner Initiated Customer uses GTO Software only on the Partner Website within a month, 100% of the Customer Turnover in respect of that Customer is attributed to the Partner.

b) If a Customer is also a "Customer" of any Other Partner during a Relevant Month ("Relevant Other Partner"), then 75% of the Customer Turnover attributable to that Customer shall be attributed to the Primary Partner and the balance of the Customer Turnover, being 25%, will be equally distributed between any Other Partner whose website the Customer uses during the Relevant Month. For the avoidance of doubt, the Partner Licence Fee payable by GTO in respect of a Customer that uses both the Partner Website and the website of any Other Partner during the Relevant Month shall be apportioned between the Partner and the Other Partner and shall not be payable in full by GTO to the Partner.

c) If a Customer with a TW Initiated Account uses TW Revenue Generating Features during the Relevant Month, the Partner shall be paid the Partner Licence Fee calculated by reference to the Customer Turnover attributed to the Partner and if the Customer uses both the Partner Website and the website of any Other Partner during the Relevant Month then the Partner Licence Fee shall be apportioned between the Partner and the Other Partner(s).

d) For the avoidance of doubt, the Partner Licence Fee payable by GTO in respect of avCustomer that uses both the Partner Website and the website of any Other Partner during the Relevant Month shall be apportioned between the Partner and the Other Partner and shall not be payable in full by GTO to the Partner.

e) Partner Licence Fees are calculated by applying the proportion of Customer Turnover attributed to the Partner of the Network Revenue during the Relevant Month as shown below:

f) If the Network Revenue is negative in any given calendar month, then the negative Network Revenue for that calendar month will be carried forward to the next calendar month and will be offset against the Network Revenue in that next calendar month.

(4) The parties acknowledge that notwithstanding clause 6 of this Agreement, GTO may vary the Partner Licence Fee from time to time in accordance with clause 24 of this Agreement.

8. PAYMENT OF PARTNER LICENCE FEE

(1) Payment of a Partner Licence Fee (if any) is made to the Partner by way of a bank deposit into the Partner’s nominated bank account, effective payment by GTO to the Partner is dependent on the Partner providing correct and accurate bank account details to GTO at the time of completing the Sign-up Information Page. The Partner acknowledges that GTO takes no responsibility for non-payment of the Partner Licence Fee by GTO to the Partner where the Partner has provided an incorrect or inaccurate bank account details to GTO in the course of completing the Sign-up Information Page. The Partner will indemnify and keep indemnified GTO in respect of any liability incurred by GTO which arises directly or indirectly from nonpayment of the Partner Licence Fee to the Partner by reason of supply by the Partner of incorrect or inaccurate bank account details to GTO in the course of completing the Signup Information Page or at any other time.

(2) All charged back amounts and costs associated and resulting from such charge backs and fraud will be deducted from the Partner Licence Fee or the reserved funds that become owing to the Partner. Charge backs and fraud costs include credit card transactions that are reversed or dishonoured or cancelled, as a result of the credit card having being used in a fraudulent manner or a dispute by the card holder which results in the transactions being reversed.

(3) Fees charged by the bank account or online account of the Partner shall be the sole responsibility of and be borne by the Partner.

(4) Payment of the Partner Licence Fee by GTO to the Partner in respect of a Relevant Month is conditional upon the payment of the TW Licence Fee by TW to GTO in respect of that Relevant Month on the 10th day of the calendar month immediately following that Relevant Month. If, in respect of a Relevant Month, the TW Licence Fee is paid by TW to GTO late, causing the payment of the Partner Licence Fee by GTO to the Partner in respect of that Relevant Month to be delayed, GTO must pay the Partner Licence Fee to the Partner within five (5) Business Days of receiving the TW Licence Fee in respect of that Relevant Month.

(5) For the avoidance of doubt, GTO shall not be liable to pay to the Partner, and the Partner shall have no entitlement to, the Partner Licence Fee (if any) in any Relevant Month unless and until TW pays to GTO the TW Licence Fee in respect of that Relevant Month.

9. SUITABILITY OF WEBSITES

(1) GTO does not allow for a licence of GTO Software on certain websites, including but not limited to:
(a) websites that allow minors to participate in wagering or betting activities;
(b) websites involved with beastiality, rape, underage, whether legal or illegal in the country of origin;
(c) websites that have no value, such as link lists, pharma sites or no unique content.

(2) GTO reserves the right to terminate the Licence and this Agreement and close down a Partner's account if GTO deems the Partner Website to be unsuitable and/or harmful to the GTO brand.

10. TIPPING COMPETITION

(1)Tipping Competitions Generally

(a) A Competition Manager that sets up a Relevant Tipping Competition will be responsible for managing the Relevant Tipping Competition.

(b) The parties acknowledge and agree that the Partner is the owner of, and is responsible for, the Partner Website and that notwithstanding any arrangements that the Partner may have with GTO as set out in this Agreement or otherwise, GTO is not in any way responsible for any material that appears on the Partner Website or for any actions or inactions on the part of the Partner or any person using or accessing the Partner Website. The Partner is responsible for devising, communicating and enforcing the terms and conditions pursuant to which Customers and other persons use the Partner Website, including in relation to any competition run or managed through the Partner Website, and for all material that appears on the Partner Website, including, without limitation, the compliance of the Partner Website and all material contained thereon with applicable laws and regulations.

(2) In respect of any Relevant Tipping Competition, GTO agrees:
(a) to hold all money provided by each Relevant Tipping Competition participant to GTO ("Relevant Tipping Competition Money") until the conclusion of the Relevant Tipping Competition; and
(b) upon the conclusion of the Relevant Tipping Competition, to distribute all Relevant Tipping Competition Money to the Relevant Tipping Competition winner(s), as determined by the GTO Software and as authorised in writing (including authorisation by email) by the Competition Manager of the Relevant Tipping Competition.

(3) GTO does not warrant that results of a Relevant Tipping Competition will always be accurate and GTO takes no responsibility if the results are inaccurate or not available for any reason.

11. REVENUE

(1) Revenue means the aggregate of all gross monies received by TW in that Relevant Month in respect of a Relevant Month from all settled bets made by Customers who Use the GTO Software on the TW Website, the GTO Website or any Partner Websites less:
(a) monies properly paid out as winnings by TW or a related entity to Customers in that Relevant Month;
(b) monies paid in the form of government-imposed betting duties, taxes, levies, charges or other imposts by TW or a related entity during that Relevant Month;
(c) bad debts incurred by TW or a related entity, as determined in accordance with generally accepted accounting principles in Australia, in that Relevant Month;
(d) revenue that is derived by TW or a related entity as a result of fraud or fraudulent transactions perpetrated by a tipper during that Relevant Month;
(e) returned stakes in that Relevant Month;
(f) transactions which are reversed by TW or a related entity by instruction from the cardholder's bank (commonly referred to as charge-backs) in that Relevant Month;
(g) transactions that are declared void by TW or a related entity in that Relevant Month; and
(h) free bet and/or deposit bonuses and other standard processing fees incurred or payable by TW or a related entity in that Relevant Month.

12. USE OF GTO SOFTWARE

(1) The parties agree that in order to determine whether there has been Use of the GTO Software by a Customer for the purposes of calculating the Partner Licence Fee payable by GTO to the Partner pursuant to this Agreement, a determination as to whether a Customer has Used the GTO Software will be made by reference to data collected that indicates that a Customer has engaged with or Used the GTO Software.

(2) In determining whether a Customer has Used the GTO Software in a Relevant Month, GTO will consider whether a Customer has undertaken one or more of the following activities in that Relevant Month:
(a) tipping on the Partner Website;
(b) a user collecting their prize for a tipping competition being run on the Partner Website.
(3) In addition to, or in substitution of, those listed in clause 12(2), GTO may, in the absolute discretion of GTO, nominate other indicators of Use of the GTO Software by a Customer from time to time.

13. RIGHTS AND OBLIGATIONS OF THE PARTNER

(1) The Partner agrees:
(a) that it will not seek to rank, purchase or register any keywords, search terms or other identifiers that include the word "GreatTipOff.com" or any variations of the words "GreatTipOff", including, but not limited to, the following search engines: Google, Yahoo7, NineMSN;
(b) to place the link for the GTO Software ("Link") in a prominent position on the Partner Website;
(c) to promptly delete or update any content that is no longer valid or if GTO notifies the Partner that such content is no longer available, of value or for use;
(d) that it will not modify, redirect, suppress or substitute the operation of any button, link, or other interactive feature of the graphics or artwork that GTO supplies to it, or provides access to;
(e) that it will not take any action that could reasonably cause any Customer confusion as to the relationship GTO has with the Partner, or as to the website on which any functions are occurring;
(f) that under no circumstances will it use or attempt to use any domain names which are or could be confusingly similar to the domain names registered by GTO. For purposes of clarification and not limitation, the Partner may not use domain names which are identical or sound, appear or differ slightly from any of the GTO domain names. A breach of this clause by the Partner, as determined by GTO, shall constitute grounds for immediate termination of this Agreement (including the Licence) without notice to the Partner and forfeiture of any Partner Licence Fee which is or may become owing to the Partner, in addition to any other rights or remedies available to GTO under this Agreement or at law;
(g) that GTO is entitled to monitor the Partner Website to ensure the quality and reliability of the Link and agrees that the Partner will not take any steps to block or otherwise interfere with this monitoring process.

(2) No Partner may participate in or be involved, either directly or indirectly, in the planning, generation, processing or dissemination of SPAM (unsolicited emails). Any form of SPAM will result in the commencement of a review of the conduct of the Partner as well as the withholding of any Partner Licence Fee pending the outcome of the investigation. Should GTO incur damages, costs or expenses as a result of the conduct of the Partner, GTO shall have the right to offset such damages against any Partner Licence Fee which are owed to the Partner.

(3) The Partner will not benefit from known or suspected traffic not generated in good faith whether or not it actually causes GTO damage. GTO reserves the right to retain any Partner Licence Fee which is or may become owing the Partner under this Agreement if GTO has reasonable cause to believe that such traffic has occurred with the knowledge of the Partner.

(4) The Partner will remain solely responsible for the development, operation and maintenance of the Partner Website and for all materials that appear on the Partner Website.

(5) The Partner will be solely responsible for ensuring that materials posted on the Partner Website are not libelous or otherwise illegal. GTO disclaims all liability for these matters. Further, the Partner will indemnify and hold GTO harmless from all Claims arising from or relating to the development, operation, maintenance, and contents of the Partner Website.

14. ADVERTISING

(1) The Partner acknowledges that GTO has absolute ownership and control over GTO Software Generated Webpages.

(2) The Partner acknowledges and agrees that GTO has unfettered discretion in relation to the GTO Software Generated Webpages, including but not limited to unfettered discretion in relation to all advertising that may appear on the GTO Software Generated Webpages from time to time.

(3) Without limiting in any way the rights of GTO as set out in clause 14(2), GTO will take into account the interests of the Partner in considering the nature of advertisements to be placed on GTO Software Generated Webpages.

15. TERMINATION

(1) Each Party may terminate this Agreement (including the Licence) by notice in writing to the other Party for any reason.

(2) For the purposes of notification of termination of this Agreement, email is considered a written and immediate form of notification.

16. OBLIGATIONS ON TERMINATION

(1) Upon termination of this Agreement, for any reason:
(a) the Partner must immediately cease to use the GTO Software; and
(b) the rights of use granted to the Partner in respect of the Intellectual Property will immediately terminate;
(c) the Partner must immediately:
(i) cease to use all links to the GTO Website or any other website owned by GTO, trade marks, trade names, service marks, logos and all other material that has relevance to GTO;
(ii) return or destroy all GTO confidential information (including any customer information);
(iii) remove the Link from the Partner Website;
(iv) permanently delete any file or software provided by GTO or otherwise containing GTO 's logo; and
(v) if required by GTO, provide proof to the satisfaction of GTO (acting reasonably) that the Partner has complied with the requirements of this clause;
(d) GTO must pay to the Partner any outstanding Partner Licence Fee in respect of any period of time prior to termination of the Agreement;
(e) the Partner is not entitled to receive payment for any revenue received after termination of the Agreement.
(2) If GTO permits Customers to continue to operate a Relevant Tipping Competition, that will not constitute a continuation or renewal of this Agreement or a waiver of termination.

17. DISPUTE RESOLUTION

(1) If the Parties are unable to resolve any dispute then any Party may refer the matter to mediation administered by the Australian Commercial Disputes Centre ("ACDC"), or such other dispute resolution organisation that is agreed by the Parties should the ACDC cease to exist. The ACDC shall be requested to assist in the resolution of the dispute by:
(a) appointing a mediator to conciliate the negotiation by the Parties of a resolution of the matter; and
(b) arranging a conference between the Parties in the presence of that mediator with a view to the resolution of the mater.

(2) The Party referring the matter to the ACDC ("Referrer") shall give a notice within seven (7) business days of such referral to the other Parties:
(a) notifying the other Parties of the referral;
(b) requiring the other Parties to nominate representatives to attend the mediation and with the authority necessary to reach resolution of the matter; and
(c) notifying the other Parties of the representatives of the Referrer.

18. EXCLUSION OF LIABILITY

(1) To the extent permitted by law, GTO shall under no circumstances be liable in any way whatsoever to the Partner or anyone else and nor shall the Partner have any remedy against GTO in respect of any Claim arising from or in connection with, directly or indirectly:
(a) the supply, performance or the use of:
(i) the GTO Software;
(ii) the GTO Website or any other website owned or operated by GTO;
(iii) SecurePay; by the Partner or any third party;
(b) out of any breach, default, fault or negligence of GTO in or in connection with this Agreement or otherwise;
(c) the GTO Website or any part of the GTO Website, or any other website owned or operated by GTO, being temporarily unavailable;
(d) access to the GTO Website, or any other website owned or operated by GTO, not being be secure, uninterrupted or error free.

(2) This Agreement in no way implies an endorsement by GTO of any products or services of the Partner. The Partner may have rights under the Competition and Consumer Act 2010 and other legislation that cannot be excluded by agreement. Except to the extent that liability may not be lawfully excluded, GTO excludes all statements, conditions or warranties express or implied, statutory or otherwise in relation to operation or use of the link, including any warranty that the GTO Software or the Link will be functional or error-free. Subject to this clause, in no event will GTO be liable to the Partner or any other person for any loss of interest, revenue, profit or data or for any consequential, indirect, incidental, special, punitive or exemplary damages suffered by the Partner or any other person arising from or in connection with the use by the Partner or any other person of the GTO Software or the Link, even if GTO have been advised of the possibility of such loss or damage and whether any claim arises under contract, in tort (including negligence), under statute or otherwise at all. To the extent that the liability of GTO may not be lawfully excluded, the liability of GTO shall be limited to either the payment of the cost of supplying the services again or the supply of the services again.

19. INDEMNITY

The Partner will indemnify and hold harmless GTO and the officers, employees and agents of GTO from and against any loss (including reasonable legal costs and expenses) or liability including any fines and penalties) reasonably incurred or suffered by all or any such persons arising from any Claims relating to the development, operation, maintenance and contents of the GTO Website or any other website owned or operated by GTO or arising from a breach of this Agreement by the Partner.

20. RELATIONSHIP OF PARTIES

The Partner and GTO are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. The Partner will have no authority to make or accept any offers or representations on behalf of GTO. The Partner will not make any statement, whether on the Partner Website or otherwise, that r would contradict anything in this clause.

21. CONFIDENTIALITY

(1) Any information provided by either Party shall remain the property of the disclosing Party and shall be kept confidential by the recipient.

(2) Subject to clause 21(3), that information can only be used by the receiving Party for the purposes of this Agreement and cannot be disclosed to any third party without the written permission of the disclosing Party.

(3) The obligations of confidence contained in clause 21(1) will not apply to any information which:
(a) is publicly known or becomes publicly known other than by breach of this Agreement or any other obligation of confidentiality;
(b) is disclosed to the other Party without restriction by a third party and without any breach of confidentiality by the third party;
(c) is developed independently by the other Party without reliance on any of the discloser's confidential information;
(d) is disclosed to a professional advisor of a Party; or
(e) is required to be disclosed by law or any regulatory authority, including any stock exchange on which a party is listed.

(4) GTO retains absolute ownership of all information required to enable it to offer Relevant Tipping Competitions to Customers.

22. INTELLECTUAL PROPERTY

(1) Each Party owns and shall retain the right, title and interest in its trade names, logos, trade marks, service marks, copyright and proprietary technology, including without limitation, those trade names, logos, trade marks, service marks, copyright and proprietary technology currently used or which may be developed and/or used by it in the future, including in all materials on its own website.

(2) The Partner will properly and accurately display the Trade Marks in connection with any the Licence. Subject to the limited use rights granted to the Partner in respect of any Trade Marks of GTO under this Agreement, all powers that would be conferred on authorised users under the Competition and Consumer Act 2010 are expressly excluded.

(3) The Partner must not modify the Trade Marks in any way without the express
prior written consent of GTO.

(4) The Partner must immediately comply with any direction from GTO regarding the use of the Trade Marks, including any direction to change the appearance, location or size of the Trade Marks.

(5) Nothing in this Agreement shall be deemed or implied to constitute a sale or assignment of any Trade Marks or create any other rights to or in the Trade Marks except as specifically set out in this clause.

23. CUSTOMER INFORMATION

GTO agrees that any personal information collected by GTO in relation to any Customer as a result of the arrangements between GTO and the Partner pursuant to this Agreement will not be used by GTO to market or promote the GTO Software without the express written approval of the Partner.

24. MODIFICATION

GTO may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion. The Partner shall be responsible for checking these terms and conditions regularly for any changes hereto. Modifications may include, for example, changes in the Partner Licence Fee. If any modification is unacceptable to the Partner, the only recourse of the Partner is to terminate this Agreement without any recourse to GTO for any remedy. The continued use of GTO Software or the Link on the Partner Website following GTO posting a change notice or new Agreement on the GTO Website will constitute binding acceptance of the change by the Partner.

25. GENERAL

(1) This Agreement is governed by the law in force in New South Wales. Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them. Each Party waives any right it has to object to an action being brought in those courts, to claim that the action has been brought in an inconvenient forum or to claim that those courts do not have jurisdiction.

(2) The Partner may not transfer or assign or otherwise deal with its right under this Agreement or delegate its obligations under this Agreement.

(3) Without preventing any other mode of service, any document in an action including, without limitation, any writ of summons or other originating process or any third or other party notice may be served on a Party by being delivered to or left for that Party at its address for service of notices under clause (4).

(4) A notice, approval, consent or other communication in connection with this Agreement:
(a) must be in writing unless expressly specified otherwise; and
(b) must be left at or sent by prepaid ordinary post to the address of the addressee which is specified on page 1 of this Agreement in the case of the Parties to this Agreement, or may be sent by email to an email address nominated by each of the Parties to the Agreement.

(5) Unless a later time is specified in it a notice, approval, consent or other communication takes effect from the time it is received.

(6) A letter is taken to be received on the third day after posting.

(7) Any present or future legislation which operates to vary an obligation or right, power or remedy of a person in connection with this Agreement is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.

(8) A Party may give conditionally or unconditionally or withhold its approval or consent in its absolute discretion unless this Agreement expressly provides otherwise.

(9) A Party may exercise a right, power or remedy at its discretion and separately or concurrently with another right, body or remedy. A single or partial exercise of a right, power or remedy by a Party does not prevent a further exercise of that or of any other right, power or remedy. Failure by a Party to exercise or delay in exercising a right, power or remedy does not prevent its exercise.

(10) The Partner acknowledges that:
(a) the Partner has read and understood this Agreement and agrees to all its terms and conditions. The Partner understands that GTO may at any time (directly or indirectly) solicit Customer referrals on terms that may differ from those contained in this Agreement or operate or contract with websites that are similar to or compete with the Partner Website;
(b) the Partner has independently evaluated the desirability of entering into this Agreement and is not relying on any representation, guarantee, or statement other than as set forth in this Agreement.