Membership Agreement

1. This agreement

1.1 These terms and conditions in this Agreement ("the Agreement") apply to the use of this web site located at https://www.codegrape.com/ ("the Site"). When using this Site, you agree to be bound by this Agreement.

1.2 If you do not accept the terms and conditions in this Agreement, you must refrain from using the Site immediately.

1.3 The Agreement must be used and accepted in conjunction with the Privacy Statement, Website Terms of Access Agreement and if applicable, the Exclusive Distribution Agreement and any other applicable terms and conditions governing the use of the Site.

1.4 You can only use this Site if you are 18 years or over. If you are under 18 years of age you must refrain from using the Site immediately.

1.5 Membership is not open to everyone and we reserve the right to refuse your offer to become a member of the Site pursuant to this Agreement.

2. Definitions

In this Agreement, the expressions "we, "us" and "our" are a reference to CodeGrape and the expressions "you", "your" or "members" are a reference to the members or people on behalf of members who agree to the terms and conditions of this Agreement.

Approved Products:: are Products that have been Approved under subclause 12. B.4.
Consumer:: means any person capable of purchasing the Product.
Commencement Date:: means the date so specified in Schedule 1.
Exclusive basis:: means to the exclusion of all others.
GST Law:: means the same as "GST law" in A New Tax System (Goods and Services Tax) Act 1999 Cth.
Infringing Product:: means a Product that has not been Approved by the Site pursuant to subclause 12.B.4 or is in breach of the terms of this Agreement or any other Agreement governing the Site.
Intellectual Property:: means copyright, trade mark, design, patent, semiconductor or circuit layout rights.
Intellectual Property Rights:: means rights in respect of copyright, trade mark, design, patent, semiconductor or circuit layout rights.
Licence:: means a licence procured pursuant to this Agreement.
Members:: means a person or a person on behalf of an entity that has agreed to the terms and conditions of the Membership Agreement and are current Members or persons who use the membership section of the Site.
Moral Rights:: means the right of integrity of authorship, the right of attribution of authorship and the right not to have authorship falsely attributed, more particularly as conferred by the Copyright Act 1968 (Cth), and rights of a similar nature anywhere in the world whether existing presently or which may in the future come into existence.
Parties:: means either the Site or Member as the context dictates.
Product:: or Products means Flash files, V ideo files, Audio files, Font File, or any other goods, services, or material that you are uploading or downloading on the Site, together with any accompanying material such as product descriptions, and the associated Intellectual Property rights.
Purchaser:: or "Buyer" means a person or person with authority to act for another person or entity that has the intention to purchase a Product pursuant to this Agreement or any Agreement governing this Site.
Remuneration:: means the fee payable by the Site to the Member or vice versa pursuant to this Agreement, calculated in accordance with 14.B.2.
Service Fee:: means the remuneration that the Site is entitled once a sale has been completed.
Site:: is the website covered by one domain located at https://www.codegrape.com/.
Supplier:: or "Seller" means a person or person with authority to act for another person or entity that has the intention to supply a Product pursuant to this Agreement or any Agreement governing this Site.
Users:: means a person that may use the Product.

3. Terms of membersip

3.1 These terms and conditions apply to the use of the Membership Section ("the Membership Section") of this Site, including participating in;

buying Products;
supplying and selling Products;
uploading or posting messages in the discussion forums, journal or profile page; and/or
generally using the Membership Section.

3.2 In order to use the Membership Section, you must become a member. To become a member, you must complete your registration details in the manner described on the Site.

3.3 Membership is free but non-transferable.

3.4 We reserve the right to terminate your membership at any time. This includes, but is not limited to;

if you breach any of the terms and conditions of this Agreement, or any other Agreement governing this Site;
if we are unable to verify or authenticate any information you prov ide to us; or
if we believe that your actions may cause legal liability for you, our users or us.

3.5 Membership is only available to you if you are 18 years or over. If you are under 18 years of age you must not register as a member.

4. Duration

Subject to clause 12 and without limiting the generality of any other clause of this Agreement, this Agreement will remain in force as long as you continue to use the Membership Section of this Site.

5. The importance of your login and password

5.1 You acknowledge and agree that you will be responsible for each and every access or use of the Membership Section of this Site that occurs in conjunction with your login (" username") and password.

5.2 You acknowledge and agree that your username and password is conclusive evidence that you have accessed the Membership Section of the Site.

5.3 You must indemnify us and our parents, related bodies corporate, subsidiaries, affiliates, officers, directors, agents, and employees (as applicable) against any claim by a third party arising out of any breach of these terms and conditions either by you or by any person using your username or password, whether or not you have authorised that person to use your username or password.

5.4 You acknowledge that we cannot confirm the identity of other members or prevent them acting under false pretences and you agree to release us in accordance with clause 9.

6. CodeGrape' role

6.1 Our Site acts as a venue to allow members to offer, sell, and buy Products available on our Site. Other than a venue, we are not involved in any transaction between the buyer and seller using our Site.

6.2 We have no control and are not responsible for the quality, safety or legality of the Products, Product descriptions or content uploaded by users on the Site. We also have no control and are not responsible for the truth or accuracy of the Products, Product Descriptions or content uploaded by users on the Site.

6.3 We cannot ensure and do not guarantee that a buyer or seller will actually complete a transaction or act lawfully in using our Site.

7. We are not an agency

You and we are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.

8. We act as a cashier

8.1 We act as an independent contractor (Cashier) on your direction to charge the designated credit card or assign PayPal to charge a PayPal account for the total amount that you instruct us to charge.

8.2 You agree and acknowledge that we are not a licensed financial service provider nor do we conduct the business of banking in Turkey and the service is as a cashier using a payment processing service rather than a banking service as defined in the Banking Act (Cth).

8.3 You agree and acknowledge that we are not providing a financial product or service as defined in the Corporations Act (Cth). We are not acting as a fiduciary or an escrow with respect to your funds, but acting only as a Cashier or Facilitator.

8.4 You agree and acknowledge that you will not receive interest or any other earnings on funds that we receive on your behalf.

9. You agree to release us from liability

In the event that you have a dispute or breach of agreement with one or more users, you release CodeGrape (and our officers, directors, agents, affiliates, subsidiaries and employees) from all claims, demands and damages of every kind and nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with such disputes or breaches.

10. You agree to indemnify us

You agree to indemnify and hold us and our parent, subsidiaries, affiliates, officers, directors, agents, and employees (as applicable) harmless from and against any claims, damages, proceedings, losses and damages of every kind and nature, including solicitors’ fees, made by any third party due to or arising out of your breach of this Agreement or the terms and policies it incorporates by reference, or your violation of any laws or the rights of third parties.

11. Amendments to terms and conditions

11.1 We reserve the right to amend this Agreement from time to time. Amendments will be effective immediately upon notification on the Site.

11.2 Your continued use of the Site following such notification will represent an agreement by you to be bound by the Agreement as amended.

12. Obligations of members

Part A - Purchaser

Part A specifically applies to you if you use the Site to enter into a transaction to purchase Products.

12. A.1 The prepaid purchase system

12. A.1.1 You can prepay for your purchases from the Deposit Page within the Membership Section of the Site and you agree to and acknowledge clause 8 when using this service.

12. A.1.2 The effective price of cash deposited is specified on the Site at the time of your purchase and is subject to Amendment. Amendments will be effective immediately upon notification on the Site.

12. A.1.3 You warrant and guarantee that the credit card, cheque, PayPal or the details of any other payment method, available on the Site, provided by you, are correct and you have the authority to enter into a transaction based upon those details. You are liable for providing inaccurate details and you agree to indemnify and release us in accordance with clause 11 and 12 of this Agreement.

12.A.1.4 When you approve the deposit of cash available on our Site, you authorise us to charge the designated credit card, PayPal account or other payment method provided, for the total amount of the purchase.

12. A.1.5 When you approve the purchase of Prepaid Download Credits, you agree and authorise us to obtain the funds you have instructed us to collect on your behalf and transfer those funds to the designated recipient or to a pooled account controlled by us.

12. A.1.6 When you approve the deposit of cash and have not designated a receipt, you agree and authorise us to deposit those funds on your behalf into a pooled account controlled by us until you give us further instructions about the transmission of your funds.

12. A. 2 Our right to cancel the transaction

You acknowledge that, despite our reasonable precautions, products and services may be listed at an incorrect price or with incorrect information due to a typographical error or similar oversight. In these circumstances, we reserve the right to cancel the transaction, notwithstanding that your order has been confirmed and your credit card has been charged. If a cancellation of this nature occurs after your credit card has been charged for the purchase, we will immediately issue a credit to your credit card account for the amount in question.

12. A.3 Purchases made on the site

12.A.3.1 You may not cancel an order once it has been submitted.

12.A.3.2 Without limiting the generality of any other clause of this Agreement, If we reject your offer to purchase the Product(s) for any reason, neither of us will be under any further liability to the other arising out of your original offer or our non-acceptance of that offer. We are not required to give reasons for rejecting your offer to purchase.

12. A.3.3 We give no undertaking as to the availability of Products advertised or made available on this Site.

12. A.3.4 Delivery of the Product to you will be effected in the manner described on this Site.

12. A.3.5 Title in the Product does not pass to you until payment has been received.

12. A. 3.6 You agree that the risk of loss or damage that occurs as a result of the Product is your responsibility.

12. A. 3.7 The Products on the Site are offered for sale only to persons who can make legally binding contracts.

12. A.4 License to use products you purchase on this site

12. A. 4.1 When you purchase a Product from the Site, you are granted a limited licence to use the Product. The license is limited to your use only, and you agree not to engage, directly or indirectly, without the written consent of us or the supplying Member, licensing, sublicensing, promotion, advertising or distribution of the Product.

12. A. 4. 2 You agree and acknowledge that where a right of attribution or integrity of authorship is required in relation to a Product, you will provide such right and you will not falsely attribute authorship as conferred by the Copyright Act 1968 (Cth), and rights of a similar nature anywhere in the world whether existing presently or which may in the future come into existence.

12. A. 5 Refund policy

12. A. 5.1 We will refund any outstanding cash if we are instructed by you to do so.

12. A. 5.2 The Products available on the Site are made available by other Members. Because we only act as venue we do not warrant the reliability of products and therefore cannot provide a refund.

Part B - Supplier

Part B specifically applies to you if you use the Site to offer or sell Product(s) on the Site.

12. B.1 License

For the purposes of this Agreement, you agree to grant us, a Purchaser and/or Consumer a non-exclusive, worldwide, perpetual, irrevocable, royalty free right to make use of the copyright, publicity, and database rights you have in the Product and the Product Description.
You agree to allow us from time to time to use your Product(s) for the purposes of promoting the Site, our affiliated businesses or other websites.
You warrant that the Product does not infringe the Intellectual Property Rights of any person. You will fully indemnify us against any loss, costs, expenses, demands or liability, whether direct or indirect, arising out of a claim by a third party against us alleging that the Product infringes any such Intellectual Property Rights.

12. B.2 Remuneration

Unless expressly stated otherwise, when a purchase is completed between the Purchaser and you, we will transfer 60% of the sale proceeds to you.
The remaining percentage of the Sale is our Service fee and will be collected from the Sale proceeds by us.
In the event that we or a Consumer is prevented or restrained from using the Product for any reason, you agree that you will not be entitled to Remuneration.
Except to the extent otherwise provided in this Agreement, the Remuneration will be the total amount payable to you. No additional charges are payable by us.

12. B.4 Approved products

Only Products approved by us are permissible on the Site. Without limiting the generality of any other clause of this Agreement, if we reject your offer to make the Product available on the Site for any reason, neither of us will be under any further liability to the other arising out of your original offer or our non-acceptance of that offer. We are not required to give reasons for rejecting your offer.

12. B.5 Content revision and removal of products

Only Approved Products may be used on the Site. We do not warrant that Products have been reviewed and we are not responsible for their use, content, quality or consequences.
We, at our sole discretion, have the right to remove and/or delete Products on our Site without notice.
We are not responsible for any loss caused as a result of subclause 12.B.5. (b).

12. B. 6 Your product and advertising on the site

12. B.6.1 You must be legally able to supply and sell the Product you upload for sale on the Site.

12. B.6.1 You are exclusively responsible for your Product and any Product Description. We only act as a venue for your online distribution and publication of your Product and P roduct Description.

12. B.6.2 You must ensure that your Product and Product Description does not breach any of the following terms and conditions. Your Product or Product Description must not:

be false, inaccurate or misleading;
be fraudulent, stolen or an unlawful item;
infringe any third party’s copyright, patent, trade mark, trade secret or other proprietary rights or rights of publicity or privacy;
violate any applicable law, statute, ordinance or regulation (including but not limited to, those governing export control, consumer protection, unfair competition, criminal law, antidiscrimination or trade practices or fair trading laws);
be defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
be obscene or contain child pornography or, if otherwise adult in nature or harmful to person under the age of 18 years, shall be distributed only to people legally permitted to receive such content.
contain any content that may be considered as prohibited or potentially prohibited content for the purposes of the Broadcasting Services Act 1992 (Cth).
contain viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of other computer software or hardware;
create liability for us or cause us to lose (in whole or in part) the services of our ISP or other supplies.
list any item on our Site (or complete any transaction that was initiated using our service) that could cause us to violate any applicable law, statute, ordinance or regulation.

12. B.6.3 The Supplier specifically warrants that the Product or Product Description does not infringe the Intellectual Property Rights of any person. The Supplier will fully indemnify us against any loss, costs, expenses, demands or liability, whether direct or indirect, arising out of a claim by a third party against us alleging that the Product or Product Description infringes any such Intellectual Property Rights.

12. B. 7 Termination of supplier membership

12. B. 7. 1 Without limiting the generality of any other clause of this Agreement, you may terminate this Agreement upon giving us 30 days notice. Within the 30 days notice period, this Agreement still remains in full force unless stipulated otherwise by us.

13. Participation in the discussion forum

13.1 By registering as a member and participating in our discussion forum, you agree to abide by the following terms and conditions:

You acknowledge that any information or material submitted by you to the discussion forum is and will be treated by us as non-confidential and non-proprietary and we may use such material without restriction;
When you submit material to the discussion forum, wherever you own copyright to the material, you assign all copyright which subsists in such material to us;
You are responsible for protecting confidentiality of your password;
You will not upload or transmit any material or information which is offensive, defamatory, obscene, unlawful, vulgar, harmful, threatening, abusive, harassing or discriminating;
You agree not to disrupt the flow or dialogue or otherwise act in manner which negatively affects over members;
You agree not to impersonate any other person;
You agree to provide current, accurate and up-to-date information about yourself as required under these terms and conditions;
You agree not to upload or transmit any unsolicited advertising or promotional material;
Any material which you upload may be removed by us from the discussion forum without notice at any time;
You will not uploaded or transmit any material in which copyright is owned by another person or entity and you warrant that all material uploaded is your material and not sourced from any third party;
You will not upload any material which contains viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of other computer software or hardware;
You accept that any material or information provided by you may be uploaded in the discussion forum for any other members or guests to read;
All information provided by us in our discussion forum is provided in good faith. You accept that any information by us, other members or generally available is general information and is not in the nature of advice;
We do not make any representations or warranties that the information we, you, other members or generally information available in the discussion forum is reliable, accurate or complete or that your access to the discussion forums will be uninterrupted, timely or secure. We are not liable for any loss resulting from any action taken or reliance made by you on any information or material uploaded by us;
You should make your own inquiries and seek independent advice from relevant industry professionals before acting or relying on any information or material which appears in the discussion forum;
We do not warrant that we will respond to questions or comments submitted by you to our discussion forums;
If you download any material from the discussion forum, you acknowledge that we are not liable to you for any loss or damage, however caused, arising from the downloading or subsequent use of the downloaded material. You may not adapt, reproduce, store, distribute, transmit, print, display, publish or create derivative works from any downloaded material. In addition, you may not commercialise any information, products or services from the downloaded material.

14. Promotion of the site and feature pages

14.1 You agree and acknowledge that we may use your Product from time to time to promote the Site or affiliated businesses on the Site, other websites or other distribution mediums.

14.2 You agree and acknowledge that we may use your Product from time to time on feature pages promoted on the Site or other websites.

15. Acknowledgement

15.1 You acknowledge that you have read the complete and exclusive statement of this Agreement, understand it, and agree to be bound by its terms and conditions.

15.2 You further agree that you have read the CodeGrape Privacy Statement, the CodeGrape Website Terms of Access and if applicable the CodeGrape Exclusive Distribution Agreement, understand it and agree to be bound by its terms and conditions.

15.3 To the extent of any inconsistencies that may arise between the Agreements referred to in Subclause 15.2, this Agreement shall prevail.

15.4 To return to the Site click where indicated. By doing so, you acknowledge that you have read, understood and accept the terms and conditions of this Agreement and intend to create a binding legal relationship.