1     Introduction

Universal Music Australia Pty Limited (ACN 000 158 592) ("Universal", "we", "our" or "us") operates the Get Music online music service ("Get Music" or "Service"). Your access to and use of the Service is subject to these Terms of Use. By accessing or using the Service or Website, or by becoming an Account Holder, you acknowledge that you have read and understood and agree to be bound by the Agreement.

Our related bodies corporate (as defined in the Corporations Act 2001 (Cth)), agents, representatives and licensors will be referred to individually and collectively as the "Universal Entities" in these Terms of Use. The primary website address for Get Music is www.getmusic.com.au. This, and all associated sites linked to it by Universal, are referred to in these Terms of Use as the Website (the "Website").

2     Your Agreement with Universal

These Terms of Use (which incorporate the Music Download Rights and Privacy Policy, collectively, the "Agreement"), as amended or revised by us from time to time, form a legally binding agreement between you and Universal. The Agreement governs the provision of all the services, content, information, features, functions and activities offered by us to you in connection with the Website and Service. These Terms of Use also contain the terms, conditions, rights and obligations that apply to you if you become an Account Holder.

3     Signing Up to Get Music

You do not have to sign up to visit Get Music or the Website. However, you must register and become an Account Holder in order to purchase music, redeem vouchers and use certain features and functions of the Service and Website.

An “Account Holder” is anyone who has signed up to the Service and has obtained a User ID to log into the Service. As an Account Holder you may set up a profile by giving us certain additional information, which we will refer to as your "Account."

Each Account Holder will have a unique User ID, which is the email address and confidential password you provide (or we may assign an initial password which you may change later) when you register ("User ID"). We may provide Account Holders with additional codes or passwords necessary to access and use certain features or functions of the Service or the Website.

As an Account Holder, you may also be required to submit your first and last name, email address, date of birth and your postcode and we may also require you to provide additional information for security or identity verification purposes. We may also ask you to provide us with information about yourself which is optional, but will enable us to customise the Get Music experience for you. We will indicate what information is required and what information is optional. The information you provide to us in the registration process, as well as any information you provide during the course of using Get Music as an Account Holder is "Account Holder Information."

Your User ID is personal to you. You may change your User ID, update your Account Holder Information and any personal information you have given us, however, certain personal information, such as your date of birth, cannot be changed unless you contact us at contact@getmusic.com.au and provide sufficient verification that your date of birth entry was mistakenly entered.

We will use your personal information in accordance with our Privacy Policy (which you can access at www.getmusic.com.au/privacypolicy).

4     Content

“Content" means all content including music, audio, video, text, illustrations, images, photographs, animations, data, information, software, databases, designs, other proprietary information and materials and all copyright protected or otherwise legally protectible elements of the Service, software and Website, tangible or intangible, including the selection, sequence, 'look and feel' and arrangement of items, as well as all copyright and other rights in other intellectual property which you may encounter in connection with Get Music, the Website or the software and, unless the context otherwise requires, includes Physical Products.

Get Music provides you with different options to sample, stream, use and download Content. A "stream" refers to Content you can play while you are connected to Get Music on the Internet. A "sample" stream refers to less than the entire Content available, usually provided on a promotional basis, without charge. A "full" stream refers to full or continuous Content and usually requires you to pay a separate fee.

A "download" refers to Content you may save to fixed storage media in your personal computer or portable devices, and play back. You may purchase "permanent" downloads on an a la carte basis from Get Music. Permanent downloads are subject to certain licensing and use rights restrictions, however, you may continue to play permanent downloads that you lawfully downloaded as an Account Holder, even if and when you are no longer an Account Holder of Get Music.

5     Your conduct and using the Content

• Your use of the Content is subject to the Agreement and you may not directly or indirectly reproduce, modify, display, broadcast, perform, transfer, distribute or use Content in any manner that is inconsistent with the Agreement or any laws or regulations that apply.
  
• You agree only to copy, record, play back and download Content for which you have the necessary authorisation, permissions and licences.
  
• Account Holders are allowed to transfer certain Content to their personal computer, transfer Content from their personal computer to certain enabled and compatible portable devices, and burn downloads to CDs, in accordance with our Music Download Rights.
  
• Downloads available from Get Music and the Service are generally in MP3 format with a bit rate of 256kps and are compatible with Windows Media Player and many portable devices, including iPods.
  
• You are prohibited from sharing downloads with or enabling or allowing the sharing of downloads with any other person.
  
• Digital Rights Management, intellectual property and/or security technology protections may be provided with or in the Content and you must not directly or indirectly circumvent, reverse engineer, decrypt, or otherwise alter, modify, restrict or interfere with such protection or any of the means by which we monitor and administer these protections or rules.
  
• All Content belongs to Universal, the Universal Entities, or their respective licensors, suppliers, operational service providers or advertisers, and is legally protected under Australian Commonwealth and State laws, as well as applicable foreign laws, regulations and international treaties.
  
• Get Music, the Website, the software and all Content are provided solely for your non-commercial, non-exclusive personal use.
  
• Your rights are non-assignable, non-transferable and limited to those specifically and expressly granted to you by us.
  
• You must not alter, delete, or conceal any copyright or other notices.
  
• You must not, nor will you allow any third party to, reproduce, modify, edit, create derivative works from, display, perform, publish, distribute, communicate, disseminate, broadcast or circulate to any third party or otherwise use, any Content without the express prior written consent of Universal or the owner of such Content if Universal is not the owner.
  
• Nothing must be construed as assigning, transferring or granting to you, any right, licence or interest in or to Get Music, the Content, the Website or any software, except for the specific, restricted and limited rights granted to you under the Agreement.
  
• Any use of Get Music, the Content, the Website or any software that is not expressly permitted under the Agreement is strictly prohibited.
  
• Portions of Get Music which manage digital rights in Content and which are installed on one or more of your computers may count the number of times you play downloaded Content or transfer downloaded Content to portable devices and will report that information to us.
  
• It is your responsibility not to destroy or damage or lose the downloaded Content, as we are not responsible for any Content you download that is lost, damaged or destroyed.
  
• You are solely responsible for all Content that you download from the Service. We are not obliged to maintain a record of the Content you download and we will not be liable or responsible for failing to do so.
  
• If we no longer have the right to make certain Content available, for any reason and at any time, you will no longer be able to obtain or use that Content from Get Music, even if you originally obtained it from us.

6     Purchasing Physical Products

“Physical Product” means any physical goods such as CDs, DVDs, merchandise, LPs and any other tangible products.

Transactions made in connection with the Services or the Website are subject to these Terms of Use and any terms, conditions or requirements specified at the time of purchase or referred to in these Terms of Use. If there is a conflict with these Terms of Use and any other terms, conditions or requirement, these Terms of Use will prevail.

Orders: You may place an order to purchase Physical Product by following the instructions on the Website. Any order placed by you is an offer to purchase on these Terms of Use a particular Physical Product for the price (including delivery and other charges and taxes) stated on this Website at the time the order is placed. Get Music reserves the right to reject or accept your offer for any reason, including unavailability, error in price or description or a defective order. After acceptance of the order, Get Music may cancel an order if the Physical Product is unavailable. In the event of a cancelled order, Get Music will promptly refund any payments processed.

Delivery: The delivery information in the FAQ section of this Website applies to deliveries of Physical Products. Delivery times cannot be guaranteed and any stated delivered times are only estimates. Get Music will have no liability in respect of any deliveries which are outside the estimated delivery times.

Title: Get Music will retain title to the Physical Products you order until you have made payment in full for those Physical Products, but all risk in the Physical products will pass to you upon their delivery to, or collection by, a postal or courier service.

Returns: The returns and refund information contained in the FAQ section of this Website applies to returns of Physical Products.

7     Pre-order

From time to time you may be able to pre-order Content in advance of its release date.

You must be an Account Holder to pre-order Content. These Terms of Use and any terms, conditions or requirements specified at the time you pre-order Content apply to all pre-orders and associated transactions. If there is a conflict with these Terms of Use and any other terms, conditions or requirement, these Terms of Use will prevail.

You may pre-order Content by following the instructions on the Website. By pre-ordering Content, you are authorising Get Music to automatically charge you for the Content, and to download or deliver (as applicable) the Content, when and if the pre-ordered Content becomes available. Payment for pre-ordered Content will not be taken until the Content is downloaded or shipped (as applicable). Get Music will issue you with an email confirmation and transaction invoice at the time at which payment is taken.

Get Music reserves the right to reject or accept your pre-order for any reason, including unavailability, error in price or description or a defective order.

8     Vouchers

“Voucher” means a prepaid amount acquired via the Website which may be used by the purchaser or acquired as a gift for a named recipient.

You must be an Account Holder to redeem Vouchers. Vouchers can be used to purchase Content using the Website or Service in accordance with these Terms of Use.

Vouchers expire 12 months from the date the Voucher is first activated. It is your responsibility to use the full value of the Voucher before it expires. Any unused balances will be forfeited after the Voucher expires.

Vouchers may be used as payment for all or part of your order. If your order is less than the value of your Voucher, the unused balance of your Voucher will remain current on the Voucher for future purchases until the Voucher expires. If your order exceeds the amount of your Voucher, Get Music will charge you the amount in excess of your Voucher by your selected payment method.

Vouchers and unused balances are not redeemable for cash and cannot be returned for a cash refund. Vouchers cannot be exchanged, transferred or used to purchase other Vouchers. Get Music is not responsible for lost or stolen Vouchers. Lost or stolen Vouchers will be voided and are not redeemable.

Get Music reserves the right to request alternative forms of payment if Get Music considers, in its sole discretion, a Voucher has been fraudulently obtained or used to obtain Services.

9     Fees for Account Holder

Only residents of Australia are able to purchase Content using the Website or Service.

You authorise us to bill you for all purchases you make and for any other fees and charges you incur in connection with the Service. You must pay all fees and charges incurred in connection with your User ID (including any applicable taxes) at the rates and charges in effect and applicable when the fees and charges were incurred. All fees and charges are non-refundable.

You must designate PayPal or an authorised credit, charge or debit card when you make a purchase, and for billing and payment of fees. If requested, you must also provide us with additional billing and payment information including your name as it appears on the card and your billing address. We accept VISA®, MasterCard®, American Express® and PayPal. If purchasing Content, your payment information, including your billing address, must be located within Australia otherwise it will be rejected.

You warrant that you are the credit, charge or debit card or PayPal account holder or that you have the authority of the credit, charge or debit card or PayPal account holder to use the credit, charge or debit card or PayPal.

You must notify Universal of any discrepancies which appear on your invoice or billing statement within 60 days, otherwise billed amounts will be deemed to have been accepted by you and Universal will not responsible for any discrepancies.

You must pay Universal all reasonable solicitor-client legal fees and other relevant costs we incur to collect any overdue amounts from you. Your registration and Account Holder status may be cancelled and/or deactivated without notice if any payment is overdue. You must pay any outstanding balance in full within 10 days of any such suspension, cancellation, deactivation or termination.

The fees, charges and payments described in these Account Holder Terms of Use only include Australian GST. They do not include any other taxes, duties, government levies and other charges imposed by a taxing or other regulatory authority relating to your use of Get Music. You are solely responsible for paying any such charges.

We reserve the right to change the prices, rates, charges, fees and billing methods currently applicable at any time without notice, including without limitation, the addition of supplemental fees or separate charges for Content and other goods or services, and such changes are effective immediately after we post them on the Service.

10     Your Responsibilities

You must not use or allow others to use the Site to upload, post, transmit, distribute, communicate or otherwise make available (or attempt to upload, post, transmit or otherwise make available) any material that:

• is unsuitable for children;
• is not your original work, or which in any way violates or infringes (or could reasonably be expected to violate or infringe) the intellectual property or other rights of another person;
• contains, promotes, or provides information about unlawful activities or conduct;
• is, or could reasonably be expected to be, defamatory, obscene, offensive, threatening, abusive, pornographic, vulgar, profane, indecent or otherwise unlawful, including material that racially or religiously vilifies, incites violence or hatred, or is likely to offend, insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation or any physical or mental disability;
• contains nudity, violence, or sexual acts or references;
• poses or creates a privacy or security risk to any person;
• you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive;
• contains viruses, or other computer codes, files or programs which could interrupt, limit or destroy the functionality of other computer software or hardware; or
• contains financial, legal, medical or other professional advice.

You must not use or allow others to use Get Music, the software or the Website in any manner that may:

• transmit (or authorise the transmission of) “junk mail”, “chain letters”, unsolicited emails, instance messaging, or “spam”;
• harm, abuse, harass, stalk, threaten or otherwise offend;
• solicit money or personal information from any person;
• be unlawful, defamatory, offensive, pornographic, threatening or discriminatory;
• affect us or any of the Universal Entities adversely or reflect negatively on us, Get Music, the Website or any of the Universal Entities, or on their goodwill, name or reputation;
• use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website or any content, or in any way reproduce or circumvent the navigational structure or presentation of the Website or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Website;
• breach any laws or regulations, infringe a third party’s rights or privacy, or be contrary to any relevant standards or codes;
• use another person’s registration details, User ID or password without that person’s permission; or
• tamper with, hinder the operation of or make unauthorised modifications to the Service or Website or the use and enjoyment of the Service or Website by other users.

By uploading, transmitting, posting or otherwise making available any material via the Site, you:

• grant us a non-exclusive, worldwide, royalty-free, perpetual, licence to use, reproduce, edit and exploit the material in any form or on any medium and for any purpose;
• grant each user of the Website a non-exclusive, worldwide, royalty-free, perpetual, licence to use, reproduce, edit and exploit the material for any purpose subject to the Agreement; and
• warrant that you have the right to make available such material and to grant the abovementioned licences.

You are responsible for ensuring that your computer and devices, hardware and software ("Equipment") can connect to the Internet and are compatible with Windows Digital Rights Management.

11     Monitoring

We may immediately and without notice to you review, moderate, modify, reformat, reject or remove any material which you upload, post, transmit or otherwise make available in our absolute discretion or where, in our opinion, it violates the Agreement or otherwise has the potential to harm, endanger or violate the rights of any person or to detract from others’ use or enjoyment of the Website.

We may disable access to Get Music and portions of the Website that require User ID log-in, for anyone who infringes the intellectual property or other rights of anyone else or otherwise breaches the Agreement. If you believe the Website, the software or the Service contains elements that infringe your copyright in your work or anyone else's copyright, please contact us at contact@getmusic.com.au.

12     Warranties and Exclusions

Content may contain inaccuracies or errors and we make no representations about the accuracy, reliability, completeness, or timeliness of any Content or any content of other users or of third parties obtained using Get Music, the Website or any software. You acknowledge and agree that your use of Get Music, the software and the Website is solely at your own risk. You may also be able to use Get Music to import files you have legally obtained elsewhere, and you may be able to use Get Music or the software to play them. Such use is at your own risk and we cannot and do not warrant Get Music or the software will successfully import, play or support such files. You must ensure you have the right to use and play such files and content, independent of the Agreement, which does not grant you any rights in them.

We make no representation or warranty that any Equipment, including portable devices, will be compatible with Get Music or the Website. We are not obliged to refund any purchases should your Equipment be incompatible.

To the fullest extent permitted by law, we make no representation or warranty that the Service, or anything associated with the Service, will function, be available or accessible at all times or at any particular time or will operate as described.

13     Disclaimer and Limitation of Liability

Universal and Universal Entities (including any of their directors, officers, employees, consultants, or shareholders) do not make any representation or warranty as to the accuracy completeness of the information available via Get Music and the Website.

To the fullest extent permitted by law, Universal disclaims all representations and warranties, express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose and non-infringement.

To the fullest extent permitted by law, under no circumstances will Universal or any of the Universal Entities (including any of their directors, officers, employees, consultants, shareholders) be liable for any unauthorised use of Get Music, the Website, software, Content, products or other goods or services, by you or anyone using your User ID, email address, password or other identification.

You expressly acknowledge and agree that Universal is not responsible for and accepts no liability in relation to, any other users of the Service or the Website, the providers of information, content, or ideas to the Service or Website, or the suppliers of goods and services purchased from the Service or Website. In particular, you acknowledge that we accept no responsibility for material that is posted or transmitted via the Site by other users. Universal accepts no responsibility for such persons’ opinions or behaviour, including any information or advice provided by them, any statements made by them, or any conduct on their part.

You further acknowledge and agree that in no circumstances will we be liable to you for any indirect, incidental, special or consequential losses or damages or for any loss of profits, goodwill, data or opportunity (whether such losses are direct or indirect) of whatever nature howsoever arising.

We are not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Website, Get Music or any Content.

You understand, acknowledge and agree that you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all features and functions of Get Music, the Website and Content.

You acknowledge and agree that, if you have a dispute with us or you are dissatisfied with any aspect of the Service or Website, then, subject to the paragraph immediately below, terminating your use of the Service and Website is your sole right and exclusive remedy and you acknowledge and agree that we have no other obligation, liability or responsibility to you or any other party.

Any liability of Universal or Universal Entities (including any of their directors, officers, employees, consultants, or shareholders) in connection with goods or services supplied to you will, subject to any non-excludable liability for breach of conditions or warranties implied by legislation and to the maximum extent permitted by law, at the election of Universal be limited to:

• in relation to goods, the replacement or repair of the goods, the supply of equivalent goods, the payment of the cost of replacing or repairing the goods or the payment of the cost of obtaining equivalent goods; and
• in relation to services, the supplying of the services again or the payment of the cost of having the services supplied again. For the avoidance of doubt, you acknowledge and agree that your use of the Service and Website does not include the supply of any telecommunications service by Universal, and any liability to re-supply the service or pay the cost of having the service supplied again, does not include the supply of, or payment for, any telecommunications service.

14     Indemnity

You agree to indemnify and hold Universal and Universal Entities (including any of their directors, officers, employees, consultants, or shareholders) harmless from any claim made by any third party due to, or arising out of, your use of the Service, Content, software or Website, the breach of the Agreement by you, or the infringement by you, or other users of the Service or Website using your Account, of any intellectual property or other right of any person or entity. In particular, you agree to indemnify and hold Universal and Universal Entities harmless from any claims made by any third party due to, or arising out of, anything you upload, transmit or post to the website.

We reserve the right to assume, at our expense, the exclusive defence and control of any such claim and all negotiations for the settlement of any such claim, and you agree to fully cooperate with us in the defence of any such claim, or settlement negotiations.

15     Third Party Content and Sites

Your Agreement with us does not cover your rights or responsibilities with respect to third party content or web sites or any links that may direct your browser or your connection to third party sites or pages.

You acknowledge and agree that holders of rights to Content provided to Universal are third-party beneficiaries under these Terms of Use and they have the right to enforce the provisions that concern the protection of their intellectual property rights and ownership interests directly against you.

URLs or hyperlinks may appear on Get Music or the Website. We do not endorse or have any responsibility for any such third party or third party sites you may visit or be directed to via a URL or hyperlink on Get Music or the Website. In no event shall we assume or have any responsibility or liability to you for any third party obtaining or collecting personal information from you.

16     Security

As an Account Holder, you must maintain the confidentiality of your User ID and you agree to immediately notify us if you become aware of, or believe there is or may have been, any unauthorised use of your User ID. You are solely responsible for any and all activity, behaviour, use or financial obligations that arise and all expenses, damages, liabilities and losses we incur unless and until we have had a reasonable opportunity to disable your User ID following you notifying us that your User ID may have been compromised.

We have the right to disclose your personal information, including your Account Holder Information to any authority, government official, credit reporting agency or third parties for the purpose of administering the Website and Get Music or in connection with any investigation, proceeding or claim arising from any illegal action or infringement arising from your use of Get Music or the Website.

17     Advertising

You may have contact with third parties such as our advertisers, sponsors, or promotional partners as a result of your use of Get Music or the Website ("Advertisers"). All such contact, including the purchase of goods and services from Advertisers, is between you and the Advertisers and we are not responsible or liable to you in any way in connection with these activities or transactions.

18     Promotions and Marketing on Your Mobile

Universal, Universal Entities and our operational service providers, suppliers and Advertisers may conduct competitions or other promotions on or through the Website ("Promotions"). The rules of any Promotion will be deemed to be incorporated into and form a part of the Agreement.

Account Holders may register for Promotions, news, programming and information delivered via your mobile phone. You must register to receive this information on the Website or via your mobile phone, and by registering you are giving your consent to receive such information. Standard messaging rates will apply for all messages unless noted otherwise. We are not responsible for any mobile or email charges incurred by you or any other person who has access to your mobile phone, telephone number or email address. We may terminate any of the mobile marketing services at any time without notice.

19     Pop-ups

Pop-ups may be used on the Website to provide you extended information or to inform you about special offers, Promotions, suggestions and so on. If you want to receive such information you will need to set your pop-up blocker (if you have one) to accept pop-ups from our Website. While we will take care to prevent unauthorised pop-ups, we will not be liable for any unauthorised pop-ups which may appear as a result of your use of the Website.

20     Acknowledgement

You waive any rights to contest the validity or enforceability of the Agreement or make any claim against us that is inconsistent with the Agreement.

21     Term

Your Agreement with Universal remains in full force and effect for as long as you use the Service.

22     Termination by You

You may terminate your registration, subject to the payment of all amounts outstanding, by notifying us at contact@getmusic.com.au and providing your User ID information.

23     Suspension or Termination by Us

We may do either of the following, in whole or in part, at our sole discretion and without prior notice to you:

• suspend, cancel and/or terminate your Account or status as an Account Holder; and
• suspend, cancel and/or terminate your User ID and/or your use of the Service or the Website.

If you breach (or we reasonably believe you have breached) the Agreement, or if we determine (or have reason to believe) you are engaging in conduct that breaches any law or regulation or infringes upon our rights or the rights of any other person, we may deactivate, cancel, suspend or terminate any aspect of your use of the Service or the Website without notice to you and declare any and all fees that are outstanding to be payable immediately. We will have no further obligation to you and you will not be entitled to a refund of any fees you have previously paid.

Except as specifically provided for in the Agreement, upon termination, suspension, deactivation or cancellation, you will not be entitled to compensation, damages, or a refund of any monies previously paid, nor will you be relieved of any obligation you agreed to or incurred. Any and all amounts due or becoming due on the date of such termination, suspension, deactivation or cancellation will be or become payable by you immediately.

You will continue to be bound by and required to comply with your obligations under the Agreement in the event that your use of the Service or Website is suspended or deactivated. You must also continue to comply with any obligations under the Agreement that survive the termination of your use of the Service or cancellation of the Service or Website.

24     Changes to the Agreement

We may change the terms and conditions of the Agreement from time to time by notice on our Website or by email to you. These changes are effective immediately and by using the Service or the Website you agree to be bound by them. We may also modify, suspend or withdraw all or any part of the Service or Website, temporarily or permanently, with or without notice to you, and without any liability to you or any other party. If you believe a change to the Service or Website has materially affected your experience, please contact us at contact@getmusic.com.au to discuss your concerns. We reserve the right to charge for access to or use of the Service or Website (or any part of these) in the future, or to require registration at our sole discretion.

25     GST

Unless stated to be otherwise, charges referred to for any goods or services supplied (or offered for supply) via the Site are stated inclusive of GST. Where GST applies to any supply made to you, we will deduct the applicable GST and issue you with a Tax Invoice. GST means the Australian goods and services tax charged under A New Tax System (Goods and Services Tax) Act 1999 ("Act"). Tax invoice means tax invoice as defined by the Act.

26     Affirmation regarding age

By using the Site, you affirm that you are 18 years or over or otherwise possess legal parental or guardian consent to such use.

27     Miscellaneous

If any term or condition of the Agreement is held to be illegal, invalid or unenforceable, this will not affect any other provisions and if possible, that term or condition will be deemed amended or construed in such a manner to the extent necessary to render it legal, valid and enforceable.

Any provision of the Agreement which should survive in order to allow us to enforce its meaning and intent shall survive, provided that no action arising out of the Agreement or your use of Get Music, the software, the Website or any Content, may be brought by you more than one year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).

No waiver, delay or failure by us to take any action shall constitute or be construed as a waiver of that or any other term, condition, option, privilege or right we may have.

You may not transfer or assign the Agreement to anyone else and any attempt by you to do so will be null and void.

The Agreement is the complete, exclusive and entire statement of the terms and conditions, rights and obligations, agreements, understandings and undertakings between you and Universal regarding its subject matter and supersedes any and all prior or inconsistent understandings, discussions, communications, written, oral or otherwise.

28     Governing Law

The Agreement is governed by the laws of New South Wales, Australia and you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of New South Wales, Australia and any courts which may hear appeals from those courts.

Date of last revision: [9 Feb 2009]