iDive Advertiser Agreement

(a) iDive provides advertising space and related services ("Services") through the iDive booking platform ("Platform"), which is accessible via our Website www.iDive.site, including all associated domains (collectively, the “Site” or "Website")

(b) The Supplier agrees to list advertising content— including, but not limited to, text, graphics, icons, videos, photographs, and URLs (collectively, “Advertising Content” or “Content”)—for approved products and services (“Approved Products”) when using these Services. In exchange for mutual benefits, the receipt and adequacy of which are acknowledged by both parties, iDive and the Supplier agree to be legally bound by the Agreement and terms set out below

(a) The terms in this Agreement, together with the Terms of Use, Privacy Policy , and any associated documents or referenced terms (collectively, “Terms”), constitute a legally binding Agreement (“Agreement”) between you and iDive. This Agreement becomes effective on the date you accept it (“Effective Date”) and remains in effect until terminated in accordance with its Terms, including Clause 7 - Termination & Suspension (the “Terms”).

(b) You accept this Agreement by accessing or using the Services and/or registering an Advertiser Account through the Website, confirming and agreeing that the Supplier has carefully read and understood this Agreement, including all referenced attachments, schedules, and policies, or by clicking to accept or agree to the Terms where available.

(c) The Supplier acknowledges and agrees that acceptance of this Agreement by electronic means such as clicking to accept or otherwise completing the Registration process constitutes valid execution of this Agreement and has the same legal effect as a written, signed contract. The Supplier further waives any right to assert ignorance of the Agreement’s Terms and acknowledges that acceptance is binding and irrevocable except as provided in the termination provisions of this Agreement.

(d) The Supplier agrees that is solely responsible for ensuring that all information provided during the Registration process is true, accurate, and complete, and for reviewing all applicable Terms, attachments, schedules, and policies prior to acceptance.

(e) Except where expressly required by law, the Supplier is solely responsible for all obligations, liabilities, and interactions relating to its Advertising Content and must comply at all times with all applicable laws and regulations, including but not limited to the Australian Consumer Law, the Sale of Goods Act 1923 (NSW), the Privacy Act 1988 (Cth), the Privacy and Personal Information Protection Act 1998 (NSW), and any industry-specific regulations.

(f) iDive’s sole role under this Agreement is to provide an online platform for the display of Advertising Content. iDive assumes no responsibility or liability for any Agreement obligations, actions, or omissions. For the avoidance of doubt, all obligations and liabilities relating to the Advertising Content, products and services are the sole responsibility of the Supplier.

(g) By registering as a Supplier, you accept all Terms of this Agreement and represent and warrant that you are an Australian business, have an ABN, company, or entity with the legal authority to enter into a binding Agreement under Australian law. If you don’t agree with these Terms, you must immediately cease using the Website and any of its Services immediately

(a) Be at least 18 years of age.

(b) Be a registered Australian business, company, or entity with an ABN and registered for GST.

(c) Ensure, the individual registering the Advertiser Account is an authorised representative of the business, company or entity.

(d) Only offer Approved Products in accordance with the requirements set out in Schedule 1: Advertising Standards.

(e) Comply with all relevant state and federal laws, possess all required permits and licences, and maintain all necessary insurance, including but not limited to professional indemnity, third party liability, public liability (minimum AUD $10,000,000), workers' compensation, errors and omissions insurance, and motor vehicle liability.

(f)  Hold a valid Stripe account that is connected to iDive’s Stripe Connect platform account (a “Connected Account”).

(a) The Supplier acknowledges and agrees that iDive acts solely as a platform for the display of Advertising Content provided by the Supplier and does not endorse, guarantee, or make any representations regarding any products or services advertised.

(b) iDive assumes no responsibility or liability for any Supplier obligations, actions, or omissions. iDive expressly disclaims all responsibility and liability for any acts, omissions, representations, warranties, breaches, or negligence of any Supplier or any third party in connection with any Content, products or services offered, sold, or provided via the Website.

(c) iDive is not a party to any transaction between the Supplier and any third party or user and has no responsibility or liability for any acts or omissions of the Supplier or for the content, accuracy, legality, or quality of any Advertising Content.

(d) iDive shall have no obligation to become involved in any dispute between the Supplier and any third party, including but not limited to users, customers, or other Supplier’s, nor shall iDive be required to resolve any such dispute. The Supplier acknowledges and agrees that all disputes regarding transactions, products, or services advertised on the Website are solely between the Supplier and the relevant third party.

(e) Nothing in this Clause is intended to exclude, restrict, or modify any rights or remedies that cannot be excluded under applicable law, including the Australian Consumer Law

(f) iDive retains the right, at its sole discretion, to remove, suspend, or restrict any Advertising Content or Advertiser Account at any time and without prior notice if iDive determines that the Content or Supplier may be in breach of this Agreement, in violation of applicable law, or may present a risk to Customers, iDive, or the integrity of the Platform. iDive will exercise its rights under this Clause in good faith and with due regard to the interests of all parties.

(a) The Supplier’s continued access to and use of the iDive Platform and any associated technology is strictly subject to the Supplier’s full compliance with this Agreement.

(b) iDive may, at its sole discretion and without prior notice or liability, suspend, restrict, or terminate the Supplier’s access to the Platform at any time if there is a suspected or actual breach of any provision of this Agreement, or if such action is deemed necessary to protect the integrity, security, or reputation of the Platform.

(c) All rights, including intellectual property rights in the Platform and related technology are owned exclusively by iDive, except where this Agreement specifically stipulates otherwise.

(d) The Supplier is responsible for obtaining, maintaining, and securing all equipment, software, services, and internet connectivity required to use the Platform, and remains accountable for all actions or omissions of its personnel, agents, and any third-party service providers it engages.

(e) IDive does not guarantee the availability, accuracy, reliability, or suitability of the Platform or any related technology. iDive is not liable for any interruptions, technical issues, delays, errors, or losses arising from the Supplier’s use of or inability to use the Platform or any third-party services, including but not limited to payment processors, technology partners, or telecommunications providers.

(f) The Supplier must not, and must not permit any other party to: copy, modify, adapt, transfer, distribute, resell, lease, sublicense, or loan the iDive technology; create derivative works from the Platform; use the Platform for any purpose not expressly permitted by this Agreement; use the Platform in violation of any law or regulation; or attempt to reverse engineer, decompile, or disassemble all or any part of the Platform.

(g) Nothing in this Agreement shall be construed as creating any responsibility or liability for iDive in relation to any act, omission, or failure of the Supplier or any third-party provider, or for any unavailability, interruption, or error in the Platform or related technology

(a) To submit a Campaign Request, the Supplier must log in to their Advertiser Account, select the desired campaign start week and duration, attach the Advertising Content, and complete payment for the Campaign.

(b) Submission of a Campaign Request does not guarantee approval. iDive may approve or reject any request in its sole discretion.

(c) Campaign Requests must include complete and accurate information and must comply with all applicable laws, regulations, and relevant industry codes.

(d) Content must comply with Advertising Standards set out in Schedule 1.

(a) Compliance with Platform Policies is a material condition of this Agreement, and any failure to comply constitutes a material breach.

(b) iDive may update, modify, or introduce new Platform Policies at its sole discretion, and will notify Suppliers of any such changes by publishing them on the Platform or by email.

(c) It is the Supplier’s sole responsibility to regularly review and ensure compliance with all current Platform Policies.

(d) iDive may, at its sole discretion, monitor Supplier’s compliance with Platform Policies and may take any action permitted under this Agreement in the event of actual or suspected non-compliance, including but not limited to suspension, restriction, or termination of the Supplier Account and removal of any Advertisement and Content.

(e) Without limiting Clause 10.3 (Indemnification), the Supplier is responsible for any losses arising from its failure to comply with any Platform Policy.

(a) Suppliers must ensure all submitted Content complies with the Advertising Standards set out in Schedule 1, which includes Advertising Specifications, Prohibited Content, and all applicable laws, including those relating to advertising, privacy, and consumer protection.

(b) iDive reserves the right to review, refuse, modify, remove, or restrict any Content at its sole discretion without prior notice, including where such content may be inaccurate, unlawful, infringing, or otherwise in breach of this Agreement.

(c) iDive does not guarantee display of any submitted Content and is not liable for delays or failures in publishing.

(d) The Supplier must promptly notify iDive of any errors or non-compliance in its Content. iDive may remove any Content that is inaccurate, unlawful, or in breach of this Agreement.

(e) Failure to publish requested Content does not constitute a breach of contract or entitle the Supplier to legal remedies
(d) Where Content is removed or restricted, the Supplier may appeal the decision via iDive’s internal complaints process.

(a) By submitting a Campaign Request or any Content, the Supplier grants iDive a non-exclusive, royalty-free, worldwide licence to use, reproduce, modify, adapt, reformat, create derivative works from, publicly display, perform, and otherwise utilise the Content—whether modified by iDive or not—for the purposes of fulfilling the Campaign, performing our obligations under this Agreement, and promoting iDive or the Platform. This licence is perpetual, irrevocable, transferable, and sublicensable (including through multiple tiers).

(b)  The Supplier also grants iDive permission to name the Supplier as a client in press releases or marketing materials.

(a)  Except as expressly granted in this Agreement, all Intellectual Property Rights in the original Content remain the property of the Supplier

(b)  iDive will own all rights, title, and interest in any derivative works created from the Content by or on behalf of iDive, and the Supplier assigns to iDive any such rights it may hold in those derivative works.

(c) Nothing in this Agreement transfers ownership or other rights in the Content to iDive beyond what is expressly granted.

(d) The Supplier must not use, modify, or display iDive’s trademarks without prior written consent.

(e) The Supplier grants iDive permission to name the Supplier as a client of iDive in press releases or marketing materials.

(a) iDive offers advertising space via a rotating carousel on the Website homepage, shared among multiple suppliers.

(b) The rotation, number of ads displayed, and visual layout may vary based on the user’s device and other technical considerations.

(c) iDive may, in its sole discretion, update or modify placement specifications from time to time as outlined in Schedule 1 Advertising Standards.

(d) iDive retains sole discretion over the positioning and labeling of all Advertising Content.

(a) iDive will use reasonable efforts to ensure the Campaign is displayed as scheduled but may modify, suspend, or discontinue features of the Website or advertising services due to maintenance, technical issues, or Force Majeure Events.

(b) iDive does not guarantee uninterrupted, error-free delivery or any specific level of traffic or engagement.

(a) The Supplier can view total recorded user Clicks for each active Advertisement via their Advertiser Account. Click counts are provided for informational purposes only and may not represent unique users or engagement quality.

(b) iDive may provide monthly performance reports including Clicks, impressions, and conversion data. These reports are for informational purposes only and do not constitute any representation, warranty, or guarantee as to the results or effectiveness of the Advertising Content.

(c) iDive does not endorse or guarantee the accuracy, legality, or quality of any Advertising Content, products, or services advertised on the Website, or outcomes such as user engagement, clicks, business results, or conversions.

(d) The Supplier acknowledges and agrees that iDive does not warrant that the Website, or any content or files accessible through the Website, will be free from viruses, malware, or other harmful components. The Supplier is solely responsible for securing its systems against viruses, malware, or other risks potentially arising from Website access or use.

(a) iDive retains full editorial control over the Platform and reserves the right, at its sole discretion, to refuse, pre-screen, review, remove, restrict, or reject any Content or Advertising Content. This includes the right to:

1. Refuse to include any Advertising Content submitted by the Supplier;
2. Remove, edit, or reject any Content or Advertising Content that breaches this Agreement, violates any applicable law, infringes Intellectual Property Rights, or poses a risk to Customers, iDive, or the integrity or reputation of the Platform;
3. Remove any Content or Advertising Content without notice upon receiving any complaint, allegation of illegality, or regulatory concern.

(b) iDive may, at its sole discretion, restrict, suspend, or terminate the Supplier’s Account or Content without prior notice in the event of repeated or material breaches of this Agreement or if it deems such action necessary to protect the Platform, iDive, or Customers.

(c) Additionally, iDive reserves the right to delay or halt the processing of notices and complaints if the Supplier repeatedly submits clearly unfounded or abusive complaints.

(d) If iDive restricts, suspends, or terminates the Supplier’s Account or Content, the Supplier may contest the decision through iDive’s internal review or complaints process. This does not limit the Supplier’s rights under Clause 8 (Complaints & Dispute Resolution).

(a) It has full legal authority and corporate capacity to enter into and perform its obligations under this Agreement and is not in breach of any other agreement by doing so.

(b) It owns or has the necessary rights, licences, and permissions to submit all Content (including text, graphics, videos, URLs, and trademarks) and to grant the licences set out in this Agreement.

(c) All submitted Content complies with the requirements set out in Schedule 1: Advertising Standards

(d) Each website located at any URL shown or embedded in any Content:

1. Is controlled and operated by or on behalf of the Supplier.
2. Is functional and accessible; and
3. At all times operates in compliance with all applicable laws, regulations and relevant industry codes.

(e) It holds a current ABN, is registered for GST, and agrees to immediately notify iDive in writing of any changes to its registration or eligibility status.

(f) The Supplier retains ownership of the original Content but acknowledges that iDive will own all rights, title, and interest in any derivative works created by or on behalf of iDive.

(g) Except as expressly provided, nothing in this Agreement transfers ownership of the Content to iDive.

(h) The Supplier is solely responsible for the content of its advertisements and linked websites, which must be functional, accessible, and under its control or that of its authorised agents.

(i) The Supplier will keep its Supplier Account and contact details accurate and up to date at all times.

(j) The Supplier warrants that they hold a valid and active Stripe Account connected to iDive’s Platform via Stripe Connect and will maintain it in good standing throughout the Term of this Agreement

(k) The Supplier is not currently subject to any legal proceedings, insolvency, administration, or other restrictions that may affect its ability to perform under this Agreement.

(l) The Supplier agrees to indemnify iDive against any loss, damage, or claims arising from a breach of these warranties or any third-party rights.

(m) The Supplier acknowledges that iDive acts solely as a platform to facilitate advertising services and does not assume any responsibility for the actions, omissions, or obligations of the Supplier.

(n) iDive may, in its sole discretion and without notice, remove, suspend, or restrict Content or Supplier Account if it believes there is a breach of this Agreement, applicable law, or any risk to iDive or its users.

(o) The Supplier agrees to promptly cooperate with iDive in responding to any complaints, investigations, or legal proceedings relating to Advertising Content, including providing documents or assistance as reasonably requested.

(p) Supplier warrants that all Advertising Content and any communications sent as a result of advertising on the Website comply with the Spam Act 2003 (Cth).

(a) All payments made through the Platform are processed via Stripe Connect, a payment service provided by Stripe Payments Australia Pty Ltd (“Stripe”). iDive facilitates payment processing through Stripe as the platform operator and retains the right to manage payment flows and withhold funds where necessary under this Agreement.

(b) To create and maintain an Advertiser Account, you must have an active Stripe Account (“Stripe Account”) connected to iDive's Platform via Stripe Connect. If you do not already have a Stripe Account, you must create one and connect it during Registration. Without this connection, you cannot access certain Services. iDive is not liable for the actions or omissions of any third-party service provider, including Stripe. Your use of Stripe is at Your own risk and subject to Stripe’s own terms and conditions.

(c) iDive may, at its sole discretion, offset any amounts owed to the Supplier against any amounts due from the Supplier to iDive under this Agreement, including but not limited to indemnities, chargebacks, refunds, or damages.

(d) All prices are in Australian Dollars (AUD), and the Supplier is responsible for any currency conversion fees.

(e) Failure to comply with this provision may result in suspension or termination.

(f) The Supplier agrees to comply with all applicable Stripe Connect terms and conditions, including any updates issued by Stripe. The Supplier authorises iDive to act as a platform operator for the purposes of facilitating payment flows, fee deductions, and initiating refunds or responding to payment disputes through Stripe Connect where appropriate. Nothing in this Clause transfers responsibility for refund amounts, chargebacks, or dispute resolution outcomes to iDive; the Supplier remains solely responsible for all Customer-related transactions and liabilities under this Agreement.

(a) Advertising Services are subject to Weekly Campaign Fees and Cost Per Click (CPC) as set out in the Schedule 2 Advertising Fees (“Fees”). Fees may be updated by iDive from time to time in accordance with these terms.

(b) Advertising Content will not be published or made visible on the Website until full payment of the Fees are received in advance of the Campaign start date.

(c) The Supplier authorises iDive to direct debit the CPC Fees, in arrears, from the payment account used to pay the Weekly Campaign Fees. This debit will occur after the final day of the advertising campaign. The Supplier must ensure that sufficient funds are available.

(d) If a direct debit is declined, iDive may suspend all Advertising Content, deactivate the Advertiser Account, and will charge interest on any unpaid amounts at a daily rate of 1% above the cash rate set by the Reserve Bank of Australia (or an equivalent rate nominated by iDive), until the outstanding amount is paid in full.

(e) Where a direct debit or automatic deduction is unavailable, or where otherwise agreed between the parties, iDive may issue an invoice to the Supplier for the relevant Fees. The Supplier must pay the invoiced amount within 7 days of the invoice date

(f) The Supplier is responsible for ensuring their connected Stripe Account remains active and up to date. If a payment fails or the Stripe Account is disconnected, iDive may suspend the Advertiser Account and remove their Content from the Platform until payment is received or the account is successfully reconnected.

(g) All fee prices listed are in Australian Dollars (AUD) and include Goods and Services Tax (GST) where applicable.

(a) Unless otherwise expressly stated in this Agreement or required by law, all Fees paid to iDive are non-refundable. Purchases made through the Platform are final.

(b) If iDive cancels a campaign due to the Supplier’s non-compliance with the Advertising Specifications, iDive may, at its sole discretion, refund the Supplier for any full, unused weeks remaining in the campaign.

(c) Nothing in this Agreement is intended to exclude, restrict, or modify any rights or remedies you may have under the Australian Consumer Law or any other applicable laws. If the Australian Consumer Law or any other applicable law confers rights on a customer which cannot be excluded, restricted, or modified, then to the extent that this Agreement would otherwise exclude, restrict, or modify such rights, those rights will prevail over any conflicting provision in this Agreement.

(a) If a payment dispute arises, the disputing party must notify the other in writing within 30 days of the payment. Both parties will attempt to resolve the dispute in good faith within 30 days of notice. If no dispute is raised within this timeframe, the Fees are considered accepted.

(b) If the Supplier disputes part of a direct debit, they must pay the undisputed amount by the due date. The remaining amount will be resolved using the dispute resolution procedure in this Agreement. If it is determined that additional fees are owed, they must be paid with interest as outlined in Clause 4.2.4.

(c) iDive reserves the right to withhold or set off any amounts payable to the Supplier (if applicable) against any amounts the Supplier owes or that are claimed by iDive under this Agreement, including indemnities or damages.

(a) The Supplier is responsible for obtaining and maintaining, at its own expense, all insurance policies required by law, regulation, and industry standards. This includes, but is not limited to, current Professional Indemnity Insurance, Public Liability Insurance (with a minimum coverage of $10,000,000 per claim or such other amount as reasonably required by iDive), Workers Compensation Insurance, and Errors and Omissions Insurance, with coverage amounts that meet or exceed industry norms. All insurance must be provided by an insurer with a financial strength rating of at least A-VII from A.M. Best or an equivalent agency, and must cover, at a minimum, completed operations, blanket contractual liability, and personal injury and advertising liability. The Supplier’s insurance shall take precedence over any insurance held by iDive.

(b) iDive may, at its sole discretion and by written request, require the Supplier to include iDive as an additional insured on these policies. iDive may also require the Supplier to obtain additional or higher levels of insurance coverage depending on the nature of the Supplier’s Products, and the Supplier must comply with such requests within the timeframe specified by iDive. The Supplier acknowledges that any insurance requirements specified by iDive are not a guarantee of adequate coverage for the Supplier, and do not limit the Supplier’s liability to iDive under this Agreement.

(c) Upon Registration, the Supplier must provide current certificates of currency for all required insurance policies and must add iDive as an interested party. Proof of valid insurance must be uploaded as part of the Registration process. If at any time during the Terms of this Agreement the Supplier fails to maintain the required insurance coverage, iDive may immediately suspend the publication of all Content until proof of adequate insurance is provided. Such suspension may be affected without prior notice and shall continue until iDive, in its sole discretion, is satisfied that the Supplier has remedied the non-compliance to iDive’s reasonable satisfaction. The Supplier must promptly inform iDive in writing of any cancellation, expiration, or significant change to any required insurance or licence.

(a) Any information exchanged between the parties during the this Agreement that is marked as confidential or proprietary, or which, given the context of its disclosure, should reasonably be considered confidential or proprietary, including but not limited to details about Fees, commissions, margins, Supplier remittances, the Platform, iDive technology, and the Terms of this Agreement will be regarded as Confidential Information.

(b) The recipient of such Confidential Information must implement safeguards to protect against its destruction, loss, alteration, or unauthorised disclosure. These safeguards must align with industry best practices and be at least as protective as those used for the recipient’s own confidential information. During and after the Agreement, the recipient must not:

1. Use Confidential Information for any purpose other than fulfilling its obligations or exercising its rights under this Agreement.
2. Disclose Confidential Information to any third party, except for disclosures by iDive to its Platform as required for the purposes outlined in this Agreement
3. Disclose Confidential Information to its personnel or advisers, except where such persons are bound by confidentiality obligations and only to the extent necessary for purposes related to this Agreement, provided reasonable steps are taken to preserve confidentiality.

(c) However, these obligations do not apply to information that:

1. Is publicly available without any breach of this Agreement by the recipient.
2. DiscloseIs lawfully received by the recipient from another source without any obligation of confidentiality
3. Is independently developed by the recipient without use of or reference to the disclosing party’s Confidential Information.
4. Is made generally available to others by the disclosing party without restriction.

(d) Upon the end of this Agreement, or upon the disclosing party’s written request, the recipient must promptly return or destroy all Confidential Information in its possession or control and confirm such destruction and must cease any further use of that information.

(a) The Supplier must comply with all applicable laws and with iDive’s current Privacy Policy (as updated from time to time) when using or disclosing any Customer Information provided by iDive or otherwise collected, obtained, or received in connection with this Agreement.

(b) Both parties must comply with relevant data protection laws, including the Privacy Act 1988 (Cth), Australian Privacy Principles, General Data Protection Regulation (GDPR) and California Consumer Privacy Act (CCPA) as applicable, implementing documented procedures for data handling and user rights.

(c) The Supplier agrees to:

1. Maintain a Privacy Policy consistent with applicable laws and iDive’s Privacy Policy, providing an accessible link via their Supplier Account;
2. Implement appropriate physical, technical, and administrative safeguards to protect Confidential Information and promptly notify iDive of any suspected data breach;
3. Comply with all laws in collecting, using, or disclosing Confidential Information and refrain from sending unsolicited communications (including "spam");
4. Not transfer Customer Information outside Australia unless compliant with applicable laws.

(d) The Supplier must notify iDive within forty-eight (48) hours upon receiving any data subject requests related to Customer Information.

(e) The Supplier acknowledges that all Customer Information collected via the Platform is owned by iDive, with access limited to fulfilling Agreement obligations. The Supplier shall not use or disclose Customer Information for other purposes or attempt re-identification of anonymized data.

(f) If subcontractors process Customer Information, the Supplier must ensure their compliance with this Clause.

(a) Suppliers must not systematically collect, scrape, or extract data (including guest reviews) from the Platform or iDive-affiliated sites. Nor may Suppliers publicly display Content, text, images, or materials from the Platform or affiliates, except their own Content.

(b) The Supplier will have access to data provided to iDive and data generated through Platform use (“Data”), which may include:

1. Information necessary for Advertiser Account maintenance (e.g., legal, financial, tax);
2. Customer Information from users engaging with Advertising Content;
3. Reviews, ratings, and user-generated Content related to the Supplier published on iDive channels;
4. Aggregated, anonymized analytics and statistics related to third-party Suppliers and Customers.

(c) The Supplier may only use such Data for internal business purposes during the term of this Agreement.

(a) Comply with all applicable laws, regulations, and known user preferences.

(b) Not cause iDive to breach any laws or regulations.

(c) Be used solely to display advertising or analyze campaign performance and click rates—not for other purposes such as off-platform targeting or lookalike modeling.

(d) Not have collected data disclosed to third parties or combined with other data to build user profiles.

(a) Upon 30 days’ written notice to the other party;

(b) Upon written notice if the other party commits an irremediable breach, repeated breaches, or fails to remedy a remediable breach within 30 days of written notice specifying such breach;

(c) Immediately upon an event of bankruptcy by the Supplier, or if the Supplier ceases to do business in the ordinary course.

(a) The Supplier must stop accessing and using the iDive Website, Services, products, Content, and/or materials provided under this Agreement;

(b) The Supplier loses the right to advertise through iDive’s Platform;

(c) iDive may maintain access to information provided by the Supplier or otherwise generated through its use of the Platform;

(d) The Supplier must immediately pay all outstanding Fees;

(e) iDive may retain copies of Advertising Content and related records as required by law or for legitimate business purposes.

(a) Any disputes or complaints arising between Customers and Supplier are to be addressed and resolved directly by those parties. iDive’s sole role is to provide the Platform to facilitate transactions; iDive does not accept any responsibility or liability for the actions, omissions, or obligations of the Supplier in connection with disputes involving Customers. iDive may, at its discretion, assist with communication between parties but is not responsible for acting as an arbitrator, mediator, or judge, nor does iDive assume any Supplier obligations regarding such disputes.

(b) Any communication or administrative function performed by iDive in relation to Customer complaints, refunds, or compensation does not create any obligation or liability for iDive. The Supplier remains solely responsible for all Customer complaints and fulfilling all obligations to Customers, regardless of any action or inaction by iDive.

(a) Assumption of Defence: If requested by iDive, the Supplier must assume sole control of the defence and settlement of the Claim.

(b) Approval of Counsel: iDive may approve the legal counsel selected by the Supplier (such approval not to be unreasonably withheld or delayed).

(c) Failure to Act: If the Supplier fails to promptly assume the defence and settlement of the Claim after iDive’s request, iDive may do so at the Supplier’s sole cost and expense.

(a) The Supplier must promptly cooperate with iDive in responding to any complaints, regulatory inquiries, or legal proceedings, including providing any information, documents, or assistance reasonably requested by iDive.

(b) The Supplier must notify iDive in writing via our Supplier Support page within 3 business days of becoming aware of any actual or threatened legal claim, investigation, or proceeding that may affect iDive, the Platform, or its users.

(c) Nothing in this Agreement is intended to exclude, restrict, or modify any non-excludable rights or remedies under applicable law, including under the Australian Consumer Law.

(a) To the maximum extent permitted by law, iDive provides the Platform, Services, and all related technology, materials, and information on an “as is” and “as available” basis. iDive expressly disclaims all warranties, guarantees, or representations—whether express, implied, statutory, oral, or written—including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, reliability, or that the Platform or Services will be uninterrupted, secure, or error-free

(b) iDive makes no warranties or representations regarding third-party services, technology providers, or payment processors, and disclaims any responsibility or liability for their acts or omissions. The Supplier uses such third-party services at its own risk and subject to those third parties' terms and conditions

(c) The Supplier acknowledges that any reliance on the Platform, Services, technology, materials, or information—whether provided by iDive or third parties—is at its own risk.

(d) Each party confirms that in entering into this Agreement, it has not relied on any statement, representation, warranty, or undertaking not expressly set out herein.

(e) Nothing in this Clause excludes, restricts, or modifies any rights, guarantees, or remedies which are non-excludable under applicable law, including but not limited to the Australian Consumer Law .

(f) Except as expressly provided in this Agreement, iDive makes no warranties—express or implied—including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. iDive does not guarantee any number of visitors, page views, functionality, or performance of the Website. It also makes no guarantees regarding results, conversion rates, or business outcomes from any Advertising Content.

(a) To the maximum extent permitted by law:

1. iDive excludes all liability for any indirect, consequential, incidental, special, punitive, or exemplary loss or damage, including loss of profit, goodwill, reputation, business opportunity, data, or anticipated savings, arising in connection with this Agreement, the use of the Platform, or the use, posting, or delivery of any Content or Advertising Content, whether in contract, tort (including negligence), statute, or otherwise;
2. iDive disclaims all liability for the actions, omissions, representations, or conduct of any Supplier, Customer, or third party using the Platform. iDive does not guarantee the legality, accuracy, quality, or suitability of any products or services listed by third party on the Platform and is not a party to any contract between Suppliers and Customers;
3. iDive is not responsible or liable for any Supplier Content or third-party Content uploaded, posted, or transmitted on the Platform, including but not limited to any resulting defamation, omissions, falsehoods, obscenity, or offensive material;
4. iDive is not liable for any failure, act, or omission of third-party service providers or payment processors, or for any technical issues or Platform outages beyond its reasonable control;
5. Any liability of iDive is reduced to the extent the other party contributed to the loss or damage.

(b) Subject to Clause 10.2(c), iDive’s total aggregate liability to the Supplier for any and all claims arising from or in connection with this Agreement shall not exceed the total Fees paid by the Supplier to iDive in the three (3) months prior to the event giving rise to the claim.

(c) Nothing in this Agreement excludes, restricts, or modifies any rights, guarantees, conditions, or warranties that cannot be excluded under applicable law, including under the Australian Consumer Law . Where permitted, iDive’s liability for a breach of a non-excludable condition is limited, at its discretion, to the re-supply of the services or payment of the cost of re-supply.

(d) Nothing in this Agreement limits or excludes liability for fraud, wilful misconduct, or any liability that cannot be excluded by law.

(e) The limitations and disclaimers in this Clause 10.2 survive the termination or expiry of this Agreement.

(a) The Supplier shall indemnify, defend, and hold harmless iDive, its officers, directors, employees, agents, affiliates, contractors, and licensors (together, the “Indemnified Persons”) from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

1. any breach of this Agreement by the Supplier;
2. the Supplier’s non-compliance with any applicable law, regulation, or industry standard;
3. any act, omission, fraud, or wilful misconduct of the Supplier or its personnel, agents, or subcontractors;
4. any use or publication of Advertising Content, including any website or URL embedded in the Content, or any related third-party claims;
5. any Customer or third-party claims relating to the Supplier’s Products or Services, including (but not limited to) claims of personal injury, death, property damage, infringement, refunds, chargebacks, cancellations, or disputes;
6. any regulatory investigation, enforcement action, or proceeding, including any resulting fines, penalties, or expenses, arising from the Supplier’s conduct or Content;
7. any breach of data protection or privacy obligations, including the unauthorised disclosure or misuse of personal data.

(b) This indemnity survives the termination or expiry of this Agreement.

(a) A waiver of any right, Terms, or provision under this Agreement is only effective if it is in writing and expressly states that it is intended as a waiver and is signed by iDive. Any failure or delay by iDive to enforce or exercise any right, power, or remedy under this Agreement does not operate as a waiver of that right, power, or remedy, nor does any single or partial exercise of any right, power, or remedy prevent any further exercise of that or any other right, power, or remedy.

(b) A waiver by iDive on one occasion is effective only in that specific instance and for the specific purpose for which it is given. It does not constitute a continuing waiver or a waiver of any subsequent breach or default, nor does it preclude iDive from exercising any right, power, or remedy in the future.

(c) No act, omission, or course of dealing by iDive shall be deemed to be a waiver of any provision of this Agreement, unless such waiver is expressly provided in writing in accordance with this Clause.

(a) iDive reserves the right to assign or transfer this Agreement, in whole or in part, at its sole discretion. iDive may have its rights exercised and obligations performed by any member of the iDive group, its affiliates, or their respective agents, contractors, distributors, or service providers.

(b) The Supplier is not permitted to assign or transfer this Agreement, or any rights or obligations under it, whether by law or otherwise, without obtaining iDive’s prior written consent. For clarity, any merger or change of control in which the Supplier is not the surviving entity will be treated as an assignment for the purposes of this Clause.

(c) Any assignment or transfer by the Supplier that does not comply with this provision shall be null and void. Subject to these Terms, this Agreement is binding upon and benefits the parties and their respective successors and permitted assigns.

(a) Unless expressly stated otherwise in this Agreement, no provision herein shall be interpreted as establishing an agency, partnership, joint venture, employment, or any other association between the parties for any purpose, including tax matters. The parties acknowledge and agree that they are acting as independent contractors at all times. Other than as specifically agreed in writing or as provided for the sale of Supplier’s Products through iDive in accordance with these Terms, neither party has the authority to bind, represent, or create obligations for the other party in any manner, whether express or implied.

(b) For the avoidance of doubt, this Agreement does not establish any agency, partnership, employment, or joint venture relationship between iDive and any Supplier or Customer. Each Supplier operates independently and is not permitted to make commitments or representations on behalf of iDive.

(a) If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void, or unenforceable, that provision will be severed from the Agreement and will not affect the validity or enforceability of the remaining provisions, which will continue in full force and effect. The parties agree to amend any such invalid, void, or unenforceable provision to the minimum extent necessary to render it valid and enforceable, while preserving its original intent as closely as possible. iDive may, at its discretion, propose a substitute provision that is valid, enforceable, and reflects, as nearly as possible, the original intention of the severed provision. The severance or amendment of any provision does not constitute a waiver of any rights or remedies available to iDive under this Agreement.

(b) Any provisions of this Agreement which by their nature are intended to survive termination or expiration—including, but not limited to, those regarding Supplier conduct, subcontracting, confidentiality, privacy, data protection, mutual representations and warranties, disclaimers, limitation of liability, indemnification, dispute resolution, jurisdiction, and governing law—shall remain in effect after the termination or expiration of this Agreement, to the maximum extent permitted by law. For the avoidance of doubt, the indemnification, limitation of liability, confidentiality, insurance, data protection, and audit Clauses shall survive the termination or expiration of this Agreement.

(c) Termination or expiration of this Agreement does not affect any rights, obligations, or liabilities of either party which have accrued prior to such termination or expiration. The survival of any provision is subject to iDive’s discretion, except where otherwise required by law.

(a) All rights and remedies available to iDive under this Agreement are cumulative and may be exercised in addition to, and not in place of, any other rights or remedies available at law, in equity, or otherwise. The use or enforcement of any single remedy by iDive does not prevent the pursuit or enforcement of any other remedy, whether provided in this Agreement or otherwise. Any delay or failure by iDive to exercise any right or remedy does not constitute a waiver of that right or remedy, nor does it preclude the future exercise of that or any other right or remedy.

(b) iDive retains the right to seek equitable relief, including but not limited to injunctions, specific performance, or other appropriate court orders, in addition to any other remedies available at law or in equity, particularly in the event of any actual or threatened breach regarding intellectual property, confidentiality, or misuse of the Platform. This Agreement does not restrict iDive’s ability to seek compensation for damages, losses, or expenses, or to pursue any other legal or equitable remedies to which it may be entitled.

(a) A Force Majeure Event means any event or circumstance beyond the reasonable control of the affected party, including but not limited to acts of god, strike, labour dispute, earthquake, fire, flood, public disaster, pandemic, epidemic, equipment, software or technical malfunctions or failures, power failures or interruptions, acts of terrorism, war, civil unrest, or riots.

(b) Neither party is liable for any failure or delay in performing its obligations under this Agreement, if any failure or delay is due to a Force Majeure Event. The party affected must promptly notify the other in writing, stating the expected duration. Obligations are Suspended—not waived—for the duration of the Force Majeure Event, and resume once the event ends.

(a) iDive may update or change this Agreement, including any attachments or referenced documents, at any time by giving the Supplier 15 days’ Notice (“Notice Period”) through reasonable means such as email or updates on the iDive Website.

(b) It is the Supplier’s responsibility to regularly check for updates to ensure compliance. Continued use of the Platform or Services after any updates means the Supplier accepts and is bound by the revised Agreement once the Notice Period ends.

(c) If the Supplier objects to any revised version of this Agreement (or any attachment or document), they must stop using the Platform and notify iDive in writing of termination within the Notice Period; in this case, the Agreement will end when the Notice Period expires. Except as outlined in this Clause, no amendment, modification, or rescission of this Agreement or any attachment will be effective unless made in writing and signed by both parties.

(d) If the Supplier does not terminate this Agreement before the effective date of the revised Agreement, the Supplier will be deemed to have accepted and be bound by the revised Agreement upon expiry of the Notice Period.

(e) Except as provided in this Clause, no amendment, modification, or rescission of this Agreement or any Attachment or document will be effective unless it is made in writing and signed by both parties.

(a) This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of Sydney, New South Wales, Australia. The validity of this governing law Clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns. Supplier hereby consents to the exclusive jurisdiction and venue of courts in Sydney, New South Wales, Australia.

(b) Supplier agrees that all claims it may have against iDive arising from or relating to this Agreement must be heard and resolved in a court of competent subject matter jurisdiction located in Sydney, New South Wales, Australia. Each party waives any objection to the jurisdiction or venue of such courts on the grounds of forum non convenient or otherwise. Service of process may be affected by delivery to the parties’ respective Notice addresses as set out in this Agreement. Nothing in this Clause shall prevent either party from seeking urgent injunctive or equitable relief in any jurisdiction.

(a) The Supplier is fully responsible for maintaining the confidentiality and security of all log-in credentials associated with its Supplier Account and any related email Supplier Accounts. The Supplier must take all reasonable steps to prevent unauthorised access or disclosure of such credentials.

(b) If the Supplier suspects that its credentials have been compromised or accessed by an unauthorised person, the Supplier must promptly notify iDive and immediately update its credentials. iDive may, at its sole discretion and without prior notice, suspend or terminate the Supplier Account if there is any suspicion of unauthorised or fraudulent use.

(c) The Supplier must:

1. Keep all log-in credentials secure and confidential at all times;
2. Promptly notify iDive and change passwords if there is any reason to believe credentials may have been compromised;
3. Immediately inform iDive if approached by any person requesting log-in information;
4. Avoid sharing log-in credentials with any third party. If the Supplier does provide access or fails to safeguard credentials, the Supplier remains liable for all actions and transactions conducted using those credentials, including any unauthorised or fraudulent activities.

(d) iDive and its affiliates are not liable for any loss, damage, or claim resulting from unauthorised use of the Supplier’s credentials, regardless of cause, and are not required to verify the identity or authority of any person using such credentials.

(e) iDive may, at its discretion, suspend or cancel the Supplier Account at any time if unauthorised or fraudulent use is suspected. In such cases, the Supplier must cooperate fully with iDive to mitigate any losses or risks. iDive may, if deemed necessary, notify Customers or other third parties about any security issues relating to the Supplier Account or email.

(f) The Supplier agrees to indemnify and hold harmless iDive, its officers, directors, employees, and agents from all claims, losses, liabilities, costs, or expenses (including reasonable legal Fees) arising from any unauthorised, negligent, or improper use of the Supplier’s log-in credentials.

(a) This Agreement, together with iDive’s Privacy Policy and any documents expressly incorporated by reference, represents the full and exclusive understanding between the parties regarding the subject matter herein. It replaces and overrides all previous Agreements, negotiations, representations, or understandings, whether written or oral, relating to the same subject matter.

(b) Each party confirms that, in entering into this Agreement, it has not relied upon any statement, representation, warranty, or promise except as expressly set out in this Agreement. No party shall have any remedy in respect of any statement, representation, warranty, or promise except as expressly provided in this Agreement.

(c) Any offer or acceptance by iDive is strictly limited to the Terms and conditions set out in this Agreement. iDive expressly rejects any additional or differing Terms proposed by the Supplier, whether such Terms are contained in orders, invoices, correspondence, or otherwise, and such Terms shall have no effect.

(d) If there is any inconsistency or conflict between the Terms of this Agreement and any other document, policy, or communication, the Terms of this Agreement shall take precedence to the extent permitted by law. Any amendment, variation, or rescission of this Agreement or any related document must be made in writing and signed by both parties to be effective.

(e) Nothing in this Agreement is intended to confer any rights or benefits on any person or entity other than the parties to this Agreement and their respective permitted successors and assigns.

(f) The Supplier acknowledges that it has read and understood this Agreement and agrees to be legally bound by all Terms and conditions, including any referenced schedules, attachments, and policies. The Supplier accepts full responsibility for all aspects of its Products, including compliance with all relevant laws and regulations, delivery and quality of Products, and management of cancellations, refunds, chargebacks, changes, Customer complaints, and any disputes. iDive’s role is limited to providing a Platform and does not extend to any responsibility or liability for the actions or omissions of the Supplier. All obligations and liabilities related to the Supplier’s Products rest solely with the Supplier.