Melbourne IT Ltd trading as RegisterFree Alibaba Gold Supplier Membership Service

Date: December 2008

This contract between Melbourne IT Ltd trading as RegisterFree Limited (ABN 21 073 716 793) ("Melbourne IT Ltd trading as RegisterFree") and you ("the Customer") relates to the purchase or renewal of an Alibaba Gold Supplier Membership Service ( the "Service") and contains the following terms and conditions:

BY PURCHASING THE GOLD SUPPLIER MEMBERSHIP SERVICE FROM MELBOURNE IT LTD TRADING AS REGISTERFREE, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND TO THE AGREEMENT WITH THE SERVICE PROVIDER FOR THE SERVICE, ALIBABA.COM (TOGETHER THE “SERVICE AGREEMENTS”). SO PLEASE READ ALL THE TERMS CAREFULLY. ANY PERSON OR ENTITY ACTING ON YOUR BEHALF SHALL ALSO BE BOUND BY THE TERMS OF THE SERVICEAGREEMENTS AND YOU AGREE TO BE RESPONSIBLE FOR THE ACTIONS OF ANY SUCH PERSON OR ENTITY.

1These terms and conditions, and the Service Agreement with Alibaba.com referred to in clause 2 below constitutes the entire agreement between Melbourne IT Ltd trading as RegisterFree and the Customer for the Service, and supersedes all prior agreements, understandings and representations whether oral or written.

2The Customer hereby authorises Melbourne IT Ltd trading as RegisterFree to attempt to order the Service from Alibaba.com. In order for Melbourne IT Ltd trading as RegisterFree to attempt to order the Service from Alibaba.com, the Customer must agree to the Alibaba.com terms and conditions for the Service, which is located at http://www.registerfree.com/policies/ ("ALIBABA.COM ITP Agreement"). Accordingly, the Customer warrants to Melbourne IT Ltd trading as RegisterFree that the Customer has read and agrees to the terms and conditions of the ALIBABA.COM ITP Agreement. The Customer further acknowledges and agrees that the Customer is creating a separate contractual relationship between the Customer and the ALIBABA.COM, and that the Customer, and not Melbourne IT Ltd trading as RegisterFree, is responsible for all fees, liability, and obligations in connection with that contractual relationship, unless otherwise expressly stated to the contrary in this Agreement.

3Melbourne IT Ltd trading as RegisterFree may change the terms and conditions of or both of the Service Agreements either by obtaining Customer's consent or by giving Customer notice. The period of notice given by Melbourne IT Ltd trading as RegisterFree depends on the nature of the change. If:

3.1The change will benefit Customer, Melbourne IT Ltd trading as RegisterFree may make the change immediately and are not required to notify Customer prior to the change:

3.2The change is required by law, a regulatory body or for a technical reason (including for security), Melbourne IT Ltd trading as RegisterFree will give Customer a reasonable period of notice not exceeding 3 days;

3.3Melbourne IT Ltd trading as RegisterFree consider that the change has a significant and detrimental impact on its customers generally, Melbourne IT Ltd trading as RegisterFree will give Customer at least 30 days notice prior to the change, and

3.4For all other changes, Melbourne IT Ltd trading as RegisterFree will also give Customer at least 30 days notice prior to the change.

Melbourne IT Ltd trading as RegisterFree may give notice of a change by posting a new version of the Service Agreement on its website located at www.melbourneit.com.au/policies.

4The Customer agrees that:

4.1the ALIBABA.COM and Melbourne IT Ltd trading as RegisterFree may:

4.1.1capture personally identifiable information as required and necessary for ALIBABA.COM to provide the Service to the Customer ("Data");

4.1.2place information provided by the Customer in its Service Application;

4.1.3transfer Data to a related company for the processing and provision of the Service

4.2

personally identifiable information obtained from the Customer by Melbourne IT Ltd trading as RegisterFree and its related corporations will be:

4.2.1transmitted to the ALIBABA.COM for the ALIBABA.COM's use;

4.2.2used by Melbourne IT Ltd trading as RegisterFree for inclusion in registers and databases produced by Melbourne IT Ltd trading as RegisterFree or its licensees.

4.3it will obtain the consent of individuals whose personal information is to be publicly listed by the ALIBABA.COM, or otherwise provided to the ALIBABA.COM or Melbourne IT Ltd trading as RegisterFree, as part of the Service Application;

4.4it will immediately notify Melbourne IT Ltd trading as RegisterFree of any change to its Service organisation name and acknowledges that the change of credentials may require the issuance of a new Service and payment of applicable charges;

4.5it will promptly notify Melbourne IT Ltd trading as RegisterFree of any actual or threatened proceedings brought in respect of the Service whether by or against the Customer.

5The Customer warrants:

5.1that it will at all times comply with the terms and conditions of the the Service Agreements, and of each of these terms and conditions and of the ALIBABA.COM ITP Agreement;

5.2that the details in respect of its Service submitted to Melbourne IT Ltd trading as RegisterFree or ALIBABA.COM by the Customer are true and correct, and that any future additions or alterations to those details will be true and correct.

6The Customer indemnifies:

6.1

Melbourne IT Ltd trading as RegisterFree against:

6.1.1any claim or demand by ALIBABA.COM to Melbourne IT Ltd trading as RegisterFree in connection with the Service, the Service registration or the ALIBABA.COM Agreement;

6.1.2any claim or demand by a third party to Melbourne IT Ltd trading as RegisterFree in connection with the Customer’s use of the Service

6.1.3any revocation by ALIBABA.COM of the Customer's Service; or

6.1.4

breach by the Customer of ALIBABA.COM Agreement or this Agreement,

6.2Melbourne IT Ltd trading as RegisterFree and ALIBABA.COM and each of their related corporations, directors, officers, employee and agents and holds each of them harmless from and against all and any and all claims, damages, liabilities, costs and expenses (including reasonable legal fees and expenses) arising in connection with this Agreement, the registration or renewal of any Service or the Customer's use of any Service.

MELBOURNE IT LTD TRADING AS REGISTERFREE'S OBLIGATION TO SUBMIT REGISTRATION OR RENEWAL OF THE SERVICE AND OTHER OBLIGATIONS

7The parties agree that the Customer's application for the registration or renewal (as the case may be) of the Service will not be submitted by Melbourne IT Ltd trading as RegisterFree to a ALIBABA.COM until Melbourne IT Ltd trading as RegisterFree receives all applicable charges in respect of that Service from the Customer and, in the case of a renewal, the Customer agrees to the terms and conditions of the then prevailing ALIBABA.COM Agreement.

8The Customer agrees that failure to pay any charge for its Service when due (as evidenced for example by, without limitation, the Customer's credit card company notifying Melbourne IT Ltd trading as RegisterFree of the Customer disputing the payment of, or refusing to pay such charge, or where the Customer's credit card payment has been declined or reversed) will entitle Melbourne IT Ltd trading as RegisterFree to withhold an application for the registration or renewal of the Service to a ALIBABA.COM until such payment is received from the Customer. If payment is not received within 4 business days after an email notice has been sent to the Customer, Melbourne IT Ltd trading as RegisterFree may reject the Service application.

9Customer acknowledges that its use of Melbourne IT Ltd trading as RegisterFree's Service listing service (if applicable) does not oblige Melbourne IT Ltd trading as RegisterFree to notify Customer of the expiration of any Service registrations. Customer agrees that so long as it utilises the Service, Melbourne IT Ltd trading as RegisterFree may contact Customer to provide marketing material in respect of Melbourne IT Ltd trading as RegisterFree's services from time to time.

REGISTRATION AND PROCESSING OF SERVICE

10The Customer agrees that the Service will be processed by the ALIBABA.COM on a first come, first served basis. The Customer agrees that Melbourne IT Ltd trading as RegisterFree does not guarantee that any Service applied for by Melbourne IT Ltd trading as RegisterFree on behalf of the Customer will be successfully processed by the ALIBABA.COM. The Customer acknowledges that the Customer’s application is subject to Alibaba.com’s authentication and verification procedures and shall not take effect or be approved if these procedures are not successfully completed to Alibaba.com’s satisfaction.

11The Customer may renew its Service on the Customer's payment of the applicable renewal charge and other applicable charges prior to the expiry of the Service and subject to the terms of this Agreement, and, to the Customer agreeing to the then prevailing ALIBABA.COM Agreement (including, without limitation, successful completion of the authentication procedure).

12The Customer acknowledges that:

12.1

it is the Customer's responsibility to ensure that the Service is renewed; and

12.2

the Customer releases, indemnifies and holds Melbourne IT Ltd trading as RegisterFree harmless against any claim for damage or loss arising from any failure of the Customer's Service to be renewed by the Customer.

13In the event that an Order is rejected by Alibaba.com is rejected for any reason, the charges paid by the Customer to Melbourne IT Ltd trading as RegisterFree less any applicable cancellation costs charged by Alibaba.com in accordance with its then current refund policy, and any administrative charges levied by Melbourne IT Ltd trading as RegisterFree, may be refunded to the Customer.

LICENSEE'S CANCELLATION OF SERVICE

14The Customer may cancel or revoke its Service at any time (including if Customer is upgrading or changing to a different Service) in accordance with the ALIBABA.COM Agreement. In addition to any other obligations of the Customer under this Agreement, the Customer agrees to immediately notify Melbourne IT Ltd trading as RegisterFree of any request by the Customer to ALIBABA.COM to cancel, revoke, change or upgrade its Service by submitting the request via the MyAccount console.

15If the Customer is permitted to cancel, revoke, change or upgrade its Service as specified in clause 14, Melbourne IT Ltd trading as RegisterFree shall not be obliged to refund to the Customer any unexpired portions of the charge for the registration of the Service.

16The parties agree that upon the cancellation (or revocation) of the Service by the Customer pursuant to clause 14, this Agreement shall automatically terminate.

SUSPENSION OR TERMINATION OR EXPIRY OF AGREEMENT

17The Customer further acknowledges and agrees that the Service may be revoked by Melbourne IT Ltd trading as RegisterFree where Melbourne IT Ltd trading as RegisterFree reasonably considers that the Customer has breached any term or condition of the ALIBABA.COM Agreement, or, where Melbourne IT Ltd trading as RegisterFree is directed to do so by a ALIBABA.COM. If Melbourne IT Ltd trading as RegisterFree revokes the Service of the Customer this Agreement shall automatically terminate.

18The parties agree that this Agreement will terminate where the Customer's Service expires and is not renewed by the Customer prior to the revocation of the Service.

19If this Agreement is terminated under either clauses 17 or 18, Melbourne IT Ltd trading as RegisterFree shall not be required to provide any refund any charge paid by the Customer to Melbourne IT Ltd trading as RegisterFree under this Agreement in connection with such termination.

LIABILITY

20The parties agree that notwithstanding any other provision of this Agreement and to the fullest extent permitted by law, neither Melbourne IT Ltd trading as RegisterFree nor a ALIBABA.COM nor the respective officers, employees, agents, sub-contractors or related corporations of Melbourne IT Ltd trading as RegisterFree or a ALIBABA.COM will be liable for direct, consequential or indirect loss or damages of any kind (including, without limitation, loss of profit, loss or corruption of data, business interruption or indirect costs) regardless of the legal basis on which such loss or damage arises or is incurred.

21Except as expressly provided to the contrary in this Agreement, all warranties and representations whether express, implied, statutory or otherwise, relating in any way to the subject matter of this Agreement, are excluded. If any legislation implies in this Agreement a term or warranty, the Customer agrees that Melbourne IT Ltd trading as RegisterFree's liability under this Agreement for a breach of that term or warranty is limited to, in the sole discretion of Melbourne IT Ltd trading as RegisterFree, the re-supply of the goods or services again, or the payment of the cost of having the goods repaired or replaced, or the services supplied again.

22The parties agree that clauses 6, 12, 20 and 21 survive the expiry or termination of this Agreement.

GENERAL

23If any clause of these terms and conditions is held to be invalid or unenforceable in whole or part, the invalid or unenforceable wording shall be deemed to be omitted.

24Any notice to be given under the contract is deemed to be served if delivered by hand or sent by pre-paid post, by fax or e-mail, to the party to whom it is given at its last known postal or e-mail address or fax number.

25The contract is governed by the law of Victoria, Australia, and the Customer and Melbourne IT Ltd trading as RegisterFree submit to the non-exclusive jurisdiction of the Victorian courts.

26The parties agree that Melbourne IT Ltd trading as RegisterFree may assign this Agreement to a third party on prior written notice to the Customer.

27The failure of a party at any time to insist on strict performance of any provision of this Agreement is not a waiver of its right at any later time to insist on strict performance of that or any other provision of this Agreement.