Zimbo's Customer Agreement

General

These Terms and Conditions apply to any use of the Technocash Pty Ltd Zimbo shopping portal site ("Zimbo" or the "Site"), which is a service of Technocash Pty Ltd, and/or use of a Zimbo Account, which is a rebadged Technocash BillFold Account ("Zimbo Account"). Any use of the Site and/or a Zimbo Account constitutes an agreement by you (the "user" or "you" or "You") to abide by these Terms and Conditions of Technocash Pty Ltd as amended and posted on the www.technocash.com or www.zimbo.com.au website, as applicable, from time to time. These Terms and Conditions should be read in conjunction with any applicable Product Disclosure Statement or other disclosure document relating to the particular BillFold type.

A user who purchases a product via Zimbo is called a "Buyer". A user who sells a product via Zimbo is called a "Seller".

The Agreement

Before you may become a member of Zimbo, you must read and accept all these Terms and Conditions which constitute a binding agreement ("the Agreement"). The Agreement is effective on the date of signup and includes changes from time time as notified in these terms and conditions. If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intentions. All remaining provisions of this Agreement shall remain in full force and effect.

Any Zimbo user provided a Zimbo Account agrees to the Technocash BillFold terms and conditions as amended and posted on the www.technocash.com or www.zimbo.com.au website, as applicable, from time to time. Technocash Pty Ltd is an Australian Government licensed payment service provider. You and Zimbo are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. Zimbo reserves the right to modify or terminate the Zimbo service for any reason, without notice, at any time. Zimbo reserves the right to alter these Terms and Conditions or other Site policies at any time. If the alterations constitute a material change to the Terms and Conditions, Zimbo will notify you via email to the email address in your account. What constitutes a "material change" will be determined at Zimbo's sole discretion, in good faith, and using common sense and reasonable judgment.

1. Zimbo is a Shopping Portal

Zimbo shopping portal allows users who comply with Zimbo's Terms and Conditions to offer, sell, and buy goods. Zimbo is not directly involved in the transaction between Buyers and sellers other than in arranging for payment services.

Each time you use Zimbo you confirm your agreement to be bound by and acknowledge any changes to this Agreement.

Membership is a privilege, not an entitlement, and Zimbo may change its services and suspend, terminate or restrict your membership at any time if it believes that this is reasonably justified in accordance with this Agreement. In the event that Zimbo changes its services, or suspends, terminates or restricts your membership you may be unable to access our services temporarily or permanently and you will be prohibited from applying for a new account during the period of such suspension, termination or restriction. Zimbo reserves the right to refuse service to anyone, for any reason, at any time. Zimbo reserves the right, in Zimbo's sole discretion, to cancel unconfirmed or inactive accounts. If your service is suspended or terminated, you are not entitled to any refund, pro-rata or otherwise, of any Fees paid.

Zimbo does not pre-screen Buyers or the content or information provided by all users. As a result, Zimbo has no control over: the quality, safety, merchantability, morality or legality of any aspect of the products listed; the truth or accuracy of the listings; the ability of Sellers to sell products; or the ability of Buyers to pay for products. Zimbo cannot ensure that a Buyer or Seller will actually complete a transaction.

Zimbo does not transfer legal ownership of products from the Seller to the Buyer. Zimbo cannot guarantee the true identity, age, and nationality of a Buyer. Zimbo encourages you to communicate directly with potential transaction partners through the tools available on the Site. You may also wish to consider using a third party escrow service or services that provide additional user verification. Zimbo does not offer any form of insurance or other buyer or seller protection which will assist You. You agree that Zimbo is a shopping portal and as such is not responsible or liable for any content such as, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, products, and links posted by You, other users, or external parties on Zimbo. You use the Zimbo service at your own risk. You agree that Zimbo is a forum only.

Zimbo is not an auctioneer.

2. Membership Eligibility

Users: Users can be either individuals or businesses. Zimbo does not recognize trusts. Businesses must act through properly identified signatories in accordance with Technocash's terms and conditions. You may not transfer or sell your Zimbo Account or User ID to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.

Individual Age: Zimbo's services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. Individuals under the age of 18 can use this service only in conjunction with and under the supervision of a parent or legal guardian. In this case, the adult is the user and is responsible for any and all activities.

3. Privacy

Zimbo will only use personal information in accordance with Zimbo's Privacy Policy. By entering into transactions you may obtain personal information, including email addresses and shipping information, from other Zimbo users. Without obtaining prior permission from the other user, this personal information shall only be used for that transaction or for Zimbo-related communications. Zimbo has not granted you a license to use the information for unsolicited commercial messages. Without limiting the foregoing, without express consent from the user you are not licensed to add any Zimbo user to your email or physical mail list.

4. Content and Your Information

Zimbo acts as a passive conduit in terms of any publication of your personal, business or product-related information ("Your Information"). You are solely responsible for Your Information.

Your information must not, in any way whatsoever, be potentially or actually harmful to Zimbo or any third party, where "harm" includes, but is not limited to non-economic loss that will or may be suffered by Zimbo. Without limiting any provision of this Agreement, Your Information must be up to date and kept up to date and accurate at all times, including a valid email address. To sell products on Zimbo, you must have a valid credit card on file with Zimbo at all times. You are solely responsible for your conduct and activities on and regarding to Zimbo and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, products, and links (together, "Content") that you submit, post, and display on Zimbo.

Your Content, Your Information and your use of Zimbo shall not:

1. Be false, inaccurate or misleading;
2. Be fraudulent or involve the sale of illegal, counterfeit or stolen items;
3. Infringe upon any third party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy;
4. Violate any applicable law, statute, ordinance or regulation (including but not limited to those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
5. Contain items that have been identified by local country authorities as hazardous to consumers and therefore subject to a recall;
6. Be defamatory, libelous, unlawfully threatening, unlawfully harassing, or impersonate or intimidate any person (including Zimbo staff or other users), or falsely state or otherwise misrepresent your affiliation with any person through, for example, the use of similar email addresses, nicknames, or creation of false account(s) or through any other method or device;
7. Be obscene or contain child pornography;
8. Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
9. Host images that are not part of a listing;
10. Modify, adapt or hack Zimbo or modify another website so as to falsely imply that it is associated with Zimbo; or
11. Appear to create liability for Zimbo or cause Zimbo to lose (in whole or in part) the services of Zimbo's ISPs or other suppliers.

By posting Content on Zimbo, it is possible for an outside website or a third party to re-post that Content. You agree to hold Zimbo harmless for any dispute concerning such usage. If you choose to display your own Zimbo-hosted image on another website, the image must provide a link back to its listing page on Zimbo and the alternative website must not claim ownership rights. You grant Zimbo a license solely to enable Zimbo to use any Information or Content you supply Zimbo with, so that Zimbo is not violating any rights you might have in that Content. You grant Zimbo a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow Zimbo to store or re-format your Content on Zimbo and display your Content on Zimbo in any manner as determined by Zimbo. Zimbo will only use personal information in accordance with Zimbo's Privacy Policy.

You may not list any product on Zimbo (or consummate any transaction that was initiated using Zimbo's services) that violates these Terms and Conditions or where doing so would potentially cause Zimbo to violate any applicable law, statute, ordinance or regulation.

If: (i) Zimbo terminates your account; (ii) You close your account; or (iii) Payment of your Zimbo fees cannot be completed for any reason, you remain obligated to pay Zimbo any unpaid fees plus any applicable penalty fees and charges. If you have a question in relation to, or wish to dispute, a charge please contact Zimbo.

5. Information Control

Zimbo does not control the Content provided by users that is made available on Zimbo. You may find some Content to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense. You agree that you use the Zimbo service at your own risk.

There may also be risks inherent to dealing with international trade and foreign nationals. By using Zimbo, you agree to accept such risks and that Zimbo (including Zimbo's officers, directors, agents, subsidiaries, joint venture partners and employees) is not responsible for any and all acts or omissions of users on Zimbo. Please use caution, common sense, and practice safe buying and selling when using Zimbo.

Zimbo reserves the right to adjust listing categories. Zimbo many delete a category or add a category as it determines. Member feedback and editorial discretion of the site by Zimbo may trigger changes without notice.

6. Global activities

An important feature of the Site is that Zimbo allows products to be offered for sale from around the world. Unlike some other shopping portals we are not restricted to just one country. You agree to comply with all local laws regarding online conduct and acceptable content. You are responsible for all applicable taxes.

7. Fees for Services

Zimbo Members can join for FREE. Buyers must be a Zimbo Member to purchase via Zimbo.

Zimbo Sellers pay a subscription fee and transaction fee upon a sale. Subscription fees are usually for 12-month periods or on a monthly basis and can be renewed upon payment of further applicable subscription fees. Zimbo allows sellers to list a certain number products for sale as part of their subscription for free. Zimbo Sellers can pay USD $14.95 monthly by credit card (or country equivalents of AUD $19.95 including GST or NZD $21.45 per month) or a annual amount of USD $179.40 or the annualised country equivalent amounts. Listing more individual products the pricing is: USD $495 to list up to 1,500 products and USD $1248 to list upto 5,000 products. Note that country specific pricing is equivalent based on exchange rates - please contact Zimbo for this weeks pricing for these larger shops.

Zimbo Pages starts with a highly functional pictorial layout and can be customized to include more panels, sections, talking characters, specific design requests, promotional opportunities and access to our specials area. Please contact Zimbo to have a sales consultation on the benefits of our annual subscription to Zimbo Pages promotional program. If paid monthly a surcharge of about 13% applies.

For general product sales the transaction fee charged to the seller is a percentage of the sale price when the product sells. The percentage charged is 3% where payment is made via bank transfers (after applicable bank costs), Australia Post payments and Zimbo/Technocash Account payments, or 5.8% for Credit/Debit Card payments. Fees for sales of Zimbo Books products are only 30% irrespective of payment method. Transaction fees are chargeable in the same currency as the transaction. Fees can be changed by amendment to this Agreement by reference or direct inclusion. Changes to the Fees Policy and the fees for services are effective after fourteen (14) days' notice by posting the changes on the Site. Zimbo may, at Zimbo's sole discretion, change some or all of Zimbo's services at any time. In the event Zimbo introduces a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in Australian Dollars (AUD).

You are responsible for paying all fees associated with using Zimbo. Zimbo keeps sellers' valid credit card or other accepted payment information on file. At the beginning of the month, each seller is emailed an invoice detailing the amount due if any fees are outstanding. A seller must pay the amount due in full within 15 days of the date of the invoice. If the seller's account is not paid in full, the seller risks penalties such as the suspension of privileges and/or termination of their Account.

8. Password Management

As with all passwords, you must keep your password secure. You are fully responsible for all activity, liability and damage resulting from any failure to maintain password confidentiality. You agree to immediately notify Zimbo of any unauthorized use of your password or any breach of security. You also agree that Zimbo cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. For full terms and conditions on passwords see Technocash BillFold terms and conditions at www.technocash.com.

9. Online Forums and Blogs

Users may arrange and attend online forums through Zimbo and contribute to blogs. Users are solely responsible for interactions with others, must comply with Zimbo's Terms and Conditions, and acknowledge and agree to comply with all applicable laws, statutes, regulations or ordinances. Additional eligibility requirements for participation in particular forums and blogs may be enforced by Zimbo in its sole discretion.

Zimbo does not supervise or control forums or blogs, user-initiated online or offline gatherings, or the interactions among and between users and other entities. Users are solely responsible for interactions with others. Users understand that Zimbo does not in any way screen its Users. All Users agree to exercise caution and good judgment in all interactions with others, particularly if meeting offline or in person.

Zimbo is not responsible for any content or comments posted on the Site via forums, blogs, Heart messages or otherwise.

10. Listing and Selling

By listing a product on the Site you warrant that you and all aspects of the product comply with Zimbo's Terms and Conditions. You also warrant that you may legally sell the product. You must accurately describe your product and all terms of sale in your Zimbo shop. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that product. All products must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the product/products for sale in that listing. If the "in stock" quantity is more than one, all products in that listing must be identical. Each unique product must have its own listing.

All Sellers are urged to outline merchant policies. These policies should at least include, for example: shipping, returns, payment and selling policies. Sellers must create reasonable policies in good faith and must abide by such policies and all policies must comply with all relevant laws, statutes and regulations. All shop policies must comply with Zimboss Site-wide policies. Sellers are responsible for enforcing their own reasonable shop policies. Zimbo reserves the right to request that a seller modifies a shop policy.

All completed sales are binding. The Seller is obligated to ship goods in accordance with the order or otherwise complete the transaction with the Buyer in a prompt manner, unless there is an exceptional circumstance, such as: (a) the Buyer fails to meet the terms of the Sellerss listing (such as accepted payment method/s), or (b) the Seller cannot authenticate the Buyer's identity. The Buyer is obligated to deliver appropriate payment for products purchased, unless there is an exceptional circumstance.

Fee Avoidance: The price stated in each product listing description must be an accurate representation of the sale. Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the products. Sellers may not charge excessive shipping fees or otherwise avoid fees. You may not alter the product's price after a sale for the purpose of avoiding Zimbo transaction fees, misrepresent the productss location, or use another User's Account without permission.

11. Disputes

In relation to a dispute between a Buyer and Seller, Zimbo is not directly involved. We encourage you to try and resolve disputes with other members directly with them, to use certified mediation (such as online dispute resolution processes) or arbitration entities, or to report disputes to your local police or law enforcement agencies as appropriate. Any disputes between Zimbo and You shall be determined by an independent arbitrator based in the State of New South Wales, Australia, and disputes arising under this Agreement will also be adjudicated within this jurisdiction. You agree to pay all costs unless otherwise determined by the arbitrator. Zimbo shall have the right to appoint the arbitrator.

12. Zimbo's Intellectual Property

Zimbo, and other Zimbo graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Technocash Pty Ltd registered in the United States of America and other countries. Zimbo's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion.

13. Access and Interference

You agree that you will not use any robot, spider, scraper or other automated means to access Zimbo for any purpose without Zimbo's prior express written permission. Additionally, you agree that you will not:

1. Take any action that imposes, or may impose, in Zimbo's sole discretion, an unreasonable or disproportionately large load on Zimbo's infrastructure;
2. Interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or
3. Bypass measures Zimbo may use to prevent or restrict access to Zimbo.

Zimbo does not guarantee continuous, uninterrupted access to the Site or the website of Technocash, and operation of the Sites may be interfered with by numerous factors outside Zimbo's control.

14. Breach

Without limiting any other remedies, Zimbo may, without notice, and without refunding any fees, delay or immediately remove Content or Information, warn Zimbo's community of a User's actions, issue a warning to a User, temporarily or indefinitely suspend a User and the User's Account privileges, terminate a User's Account, prohibit access to the Site, and take technical and legal steps to keep a User off the Site and refuse to provide services to a User if any of the following apply: (i) Zimbo suspects (through information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a User has breached this Agreement, the Privacy Policy or other policy documents and community guidelines incorporated herein; (ii) Zimbo is unable to verify or authenticate any of Your personal Information or Content; or (iii) Zimbo believes that a User is acting inconsistently with the letter or spirit of Zimbo's policies, has engaged in improper or fraudulent activity in connection with Zimbo, or has engaged in activities that may cause legal liability or financial loss to Zimbo or Zimbo's Users.

15. Privacy

Except as provided in Zimbo's Privacy Policy Zimbo will not sell or disclose your personal information (as defined in the Privacy Policy) to third parties without your explicit consent.

16. Liability Limit and Indemnity

In no event shall Zimbo, Technocash Pty Ltd (including parents and subsidiaries) and all associated directors, officers, staff, representatives, suppliers or internet service provider providers be liable for any damage, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of You or anyone else in connection with the use of the Site, Zimbo's services, or this Agreement, including without limitation, lost profits, bodily injury, emotional distress, or any special, incidental or consequential damages.

Any liability of Zimbo, Technocash Pty Ltd (including parents and subsidiaries) and all associated directors, officers, staff, representatives, suppliers or internet service provider providers (as applicable) to You or any third parties in any circumstance is limited to the greater of (a) the amount of listing fees You pay to Zimbo in the 12 months prior to the action or omission giving rise to liability; and (b) AUD $250.

You further agree to indemnify and hold Zimbo, Technocash Pty Ltd (including parents and subsidiaries) and all associated directors, officers, staff, representatives, suppliers or internet service provider providers (as applicable) harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

17. Choice of Law

This Agreement shall in all respects be interpreted and construed with and by the laws and court rulings of the State of New South Wales, Australia, and any disputes arising under this Agreement will be adjudicated within this jurisdiction.

18. Survival of Provision

All provisions of this Agreement, with the exception of sections 2, 3, 8 and 9, survive termination of this Agreement.

19. Notices

Except where explicitly stated otherwise, any notices providexd by You under this Agreement shall be provided by postal mail to Technocash Pty Ltd care of: Zimbo Legal Department: PO Box 618, Parramatta, NSW, Australia, 2124. Notices issued by Zimbo to You in accordance with this Agreement may be provided to the email address provided by You to Zimbo (either during the registration process or subsequently if your email address has changed and Zimbo has been notified of the change). Notice shall be deemed given 24 hours after email is sent by Zimbo, unless the sending party is notified that the email address is invalid. Alternatively, Zimbo may provide You notice by certified mail, postage prepaid and return receipt requested, to the address provided by You to Zimbo. In such case, notice shall be deemed given five days after the date of mailing. Zimbo does not recognize the legality of any email sent to Zimbo.

20. Commission Salespeople

1. Anyone in the world can apply to be a commission salesperson signing up Zimbo Sellers and businesses for the Zimbo Pages directory in accordance with these terms and conditions. Sellers and businesses can be anywhere in the world. All you need is a mobile phone, digital camera, access to a computer and preferably your own transportation. You can sell part-time or full-time, in your own time.
2. You need to sign up as a Zimbo Friend - we need to know who you are. Go to http://www.zimbo.com.au/pages/register.cfm and sign up as a Buyer. You also need to comply with the "Zimbo Freelance Sales" criteria at http://www.zimbo.com.au/pages/jobs.cfm and send us all the required information.
3. You need to provide us with identification sufficient to satisfy our compliance and licensing requirements.
4. You may refer to your self as 'independant salesperson' or 'independant representative' only.
5. To complete enrolment as a independant salesperson you will need to complete the application and wthin 2 months pay the annual subscription fee of AUD $259.00. After ID verification and correctly completed application form, Zimbo will place your photo on the website to verifiy your status as an independant salesperson. Please supply a suitable photo. Ongoing commissions are dependent on your being current with your annual subscription, and continuing to signup a minimum of ZimboPages or Seller Facilities being at least 15 paid signups each quarter until you have reached 60 per year and meeting Zimbo standards of always acting honestly, efficiently and fairly. If your subscription is not renewed, that is you fail to pay the yearly fee,or do not continue to make minimum paid signups no commissions are furthermore payable.
6. Your right to receive commissions is assignable subject to the company's consent and provided that the assignee is a fit and proper person as determined by the company (for example, you cannot assign your rights to a terrorist or criminal organisation, or to a real or potential competitor of the company) and meets the company's applicable compliance and due diligence standards.
7. Use of Zimbo and Technocash trademarks and intellectual property is allowed only under strict approval by Technocash in writing. For instance you may add, after approval, Zimbo.com.au and its logos to your business cards and website or letterheads. However under no circumstances should your details represent they are the details of zimbo.com.au or Technocash.
8. When you, as a independant representative, sign up a Zimbo Seller or a Zimbo Pages business you will receive a commission of 40% of that seller's or business' listing fees/annual fees for a period up to one year if aggregate monthly sales exceed nine or more sales, otherwise 30% commission is payable. Any independant representative that starts as employee's or contractors of an appointed marketing or sales company will have thier sales commissions paid to their marketing or sales company. If in Australia the net commission is calculated afer deducting the GST component.
9. Ongoing commissions after the first year are calculated as follows. Year 2 you receive net 30%, Year 3 and onwards your recieve net 20%. This is to adjust for Zimbo having yearly work in updating information which the independant representative may not be involved in.
10. Other commissions will apply from time to time for items like joint advertising, letter box drops, web, tv, radio and venue based promotions. You will be informed of relevent one time commission levels with each type of offer. Commissions may vary from offer to offer and for different location for the same offer. As an example you could expect 5% commission on advertising space sold in letterbox leaflet promotions.
11. Any and all commissions are payable to you when the relevant payments,listing fees/annual fees,advertising payments are received by Zimbo. Commissions are paid in to your Zimbo Account. You will get paid when we get paid, so for example, if we get paid monthly you will be paid monthly.
12. Any breaches of these terms will void commission payments and the commission salesperson agrees to returns all branded literature to Technocash and cease and desist sales activities imediately and no refund of annual fees.
13. To be eligible for commissions the relevant sign-up documentation must identify your Zimbo Username and, in the case of businesses listing on the Zimbo Pages directory you must obtain at least the following minimum information:
• Name of business e.g. from business card, letterhead, brochures.
• Formal business name and trading name.
• Heading of location e.g. Sydney, Sydney CBD or Parramatta region.
• Company registration number e.g. ABN or ACN.
• Address and contact information (tel., fax & email).
• Main Contact person name and if possible their position or title.
• Business description including key business categories e.g. car, clothing, plumber, electrician.
• Key words about the business - words customers would search to find the business.
• Photos including location of the business, staff/owner, products/services, etc, plus a short caption for each photo and short description.
• Any Testimonials.
• Any quote/s from business owner.
• Any links to video e.g. Youtube or Bliptv. If no video promotional material is available Zimbo may produce this for the business.
• Their payment method for fees (monthly or yearly) - credit card, bank transfer, wire transfer or invoice.
• Business hours.
• Product - name of particular brand/s they sell if applicable.
• Whether the business belongs to any organizations or has any licenses.
• Short business slogan.
14. You will have at all times an overriding obligation to act with honesty, efficiency and fairness in all aspects of your dealings with customers and Zimbo.
15. You must not send any SPAM whether by email or in any other form. You must comply with relevant laws regarding telephone communications such as the Do Not Call Register in Australia.
16. All business and trade secrets and confidential information and knowledge which you may acquire related to the business and affairs of Zimbo or to systems, programs, ideas, products or services which have been or are being developed or utilised by Zimbo will at all times be the property of and for the exclusive benefit of Zimbo. You must not at any time disclose to any person or entity such business and trade secrets or confidential information or knowledge.
17. You must only use authorised Zimbo websites, brochures, application forms and literature, and must not modify, adapt, translate or otherwise use these materials in any way unless you receive prior express written consent of Zimbo.
18. Zimbo may terminate your services as a commission salesperson by providing 7 days notice.