ACCEPTANCE OF TERMS

Real-Connect Australia Pty Ltd ("we" or "us", as the case may be), owns and operates this website (“Website”).  These terms and conditions (“Terms”)  govern this Website and any services that we provide (“Website Services”).

We provide a platform that connects  clients (“Clients”) with real estate brokers and agents ("Agents").   By using or interacting with this Website, you (also referred to as a “user”) shall be deemed to accept these Terms.  If you do not agree wholly and unreservedly with these Terms, you may not use this Website.   “Using” this Website includes, but is not limited to, registering an account, viewing Leads, browsing web pages, viewing member profiles or articles, or any uses via mobile applications, mobile devices, personal computers, email, telephones or other electronic devices.

If Agent is part of an agency, brokerage, firm, company or office (collectively, an “Agency”) the Agent shall be deemed to have accepted these Terms on behalf of the Agency. In this regard, Agent warrants that his/her Agency has agreed to be bound jointly and solidarily for the Service Fee and all other obligations under these Terms. Any reference to an “Agent” under these Terms shall also include the respective Agency.

In our sole discretion, we may revise the Terms from time to time.  At our option, we may give you reasonable notice of these updates, provided that it is ultimately your responsibility to review these Terms from time to time, to become aware of and understand any changes.    Your continued use of this site or any Website Service after such updates means that you agree with the revised Terms.

These Terms incorporate a Privacy Policy and Cookie Policy, appended below, as integral parts.   Also, for particular Website Services or portions of this site, we may post specific rules.  In case of any conflict between the Terms and a specific rule, the specific rule will prevail.

While we take reasonable efforts to update our Website, we may from time to time, alter our Website Services, our rates, or other aspects of our business without prior notice.  Thus, nothing on our Website regarding the pricing or other aspects of our Website Services, shall be deemed as our binding offer. 

MEMBER ACCOUNT

To use any Website Services, you must register a member account as an Agent (a person providing property services).   The Website shall collect your personal information in an online profile (“Profile”), viewable by you, the Website, and by other members under certain conditions provided in these Terms. 

An Agent must provide truthful personal and commercial information as requested, including real name, position, name of agency, ABN/ACN, email, phone number, agency address,  work experience, license information and other relevant information.  The Website reserves the right, in its discretion, to approve or disapprove of any Agent Account.

By registering an Agent account, you accept and agree that we may conduct background checks on you using publicly available information, including but not limited to verifying your Profile information, agency, licenses, credentials, experience, credit history, relevant criminal records, and other relevant information. We will safeguard such information in accordance with our Privacy Policy. 

• Account Updates.  An Agent must update his/her account immediately in case of any change of information, such as contact information or address.  In particular, if any change occurs to an Agent that affects its licenses or regulatory status, the Agent must immediately update its account accordingly.
• Account Warranties.  In respect of your account information, you represent and warrant that: (a) you are of legal age; (b) you have the legal capacity to enter into these Terms; and (c) all information you provide, including any credentials and business qualifications, is true, accurate and not misleading, and will be maintained as such.  You agree that we may verify any the information that you supply. If you provide any information that the Website reasonably suspects is untrue, not current, misleading or incomplete, the Website may refuse any current or future use of the Website Services (or any portion thereof) by you.
• Personal Information. We will safeguard account information in accordance with our Privacy Policy described below. You consent to the Website's use and display on the Website of anonymous data records from information collected from your use of Website Services, including the nature of the services you requested in your city.
• Password.  You are responsible to maintain the confidentiality of your password and account and are fully responsible for all activities that occur under your account. You shall immediately notify us of any unauthorized use of your password or account or any other breach of security.
• Pausing Accounts and Non-Deletion.  You may pause your account at any time through your dashboard.  When your account is paused, you will no longer receive any Website emails  or sms notifications. However, you will be unable to delete an account. You acknowledge that the Website needs to retain your account information to able to track the successful listing Agent for each Lead, and to avoid circumvention of the Website.

WEBSITE SERVICES

By registering an account, an Agent represents and warrants to the Website and Clients that he/she, and any agency he/she represents, is a legitimate, independent, going concern, with the capability to perform the Property Services indicated in his/her Profile. Further, an Agent may not transfer, assign or sub contract any requested Property Services to another person or entity.

Since an Agent is an independent contractor, the Website shall not be deemed an employer of the Agent.  Website shall not provide, and shall not be responsible for, any of Agent’s salaries,  wages, annual leave, personal leave, long service leave, superannuation or other employment-related liabilities.

1. Licensing.  Agents should include up-to-date licensing information in their Profiles and be ready to provide copies of the same to the Website or the Client on request. The Website reserves the right to terminate the account of any Agent reasonably suspected of lacking the appropriate license, or to report the same to the relevant authorities. You acknowledge and accept that different jurisdictions may require state and/or local (county or municipal) level licensing for certain Property Services.  Agents are responsible for determining which licenses, if any, are required for any Property Services.

Information Service Only.  The Website and Agent are separate entities and the employee or associate of one of those entities is not an employee or associate of the other entity.  The Website is not an Agent or representative of Agent and vice versa.  The Website provides no more than an information service to Agent. In no event will the Website be considered a general contractor, construction manager, project manager, joint employer, joint venturer, or partner of Agent or any of its affiliates or their respective personnel.

Proposals on Leads.   The Website will notify Agent by SMS and /or email of Leads. The Website will display Leads that request certain Property Services to Agents, based on the Agent’s Profile. Leads may be the following types: Sell my property, rent my property, free sale appraisal or free rental appraisal. By clicking on an appraisal Lead, Agent confirms that she/he is willing to provide the requested appraisal free of charge.

An Agent may make Proposals to the Clients concerned. Based on negotiations among the parties, Agent may modify his/her Proposal from time to time. If Client accepts the Proposal, the Agent (or Agent’s agency or principal) shall be deemed to have committed to provide the relevant Property Services to Client.   The Website facilitates communication between the parties only up to the point of Client’s acceptance of a Proposal.  The actual performance or implementation of any Property Services is outside the purview of this Website and must be arranged solely between Client and Agent (or Agent’s principal), as the case may be.

You acknowledge and accept that the Website does not and cannot verify the existence, legitimacy and genuineness of any requested Property Services or the property in any Lead.  You are solely responsible to determine the veracity of any Lead and to investigate credit history, payment reliability and other relevant factors concerning any Client.

Upon viewing a Lead, an Agent must make best efforts to submit a Proposal within a reasonable time.  If an Agent continually views Leads without submitting Proposals, the Website may reasonably determine that Agent is attempting to circumvent the Website.  In this case, the Website may impose a permanent account ban, and a monetary penalty for circumvention as described under the “Non-Circumvention” section below.    

Service Fee.  The Website shall charge a Service Fee to an Agent, payable upon:

• Payment of the first instalment of the sale of a property; or
• Payment of the first rental payment on the property (either event being the “First Payment”).

The current Service Fee schedule may be viewed by Agents at any time from their dashboard.  We may adjust the Service Fee from time to time with reasonable notice to the Agent. The current Service Fee will be accessible to the Agent each time the Agent views a listing.  Service Fees are inclusive of GST, unless expressly indicated otherwise.  The Agent shall reasonably cooperate with Website where necessary for Website’s tax reporting.

Agents must pay the same Service Fees even if the sale or rental arose from a free property appraisal or rental appraisal.

Payment Method.  The Website must be notified by email within 3 days of listing a property, taking over the management of a property, or signing an agreement with a client, and also within 5 days from receiving the first instalment for the sale or rental of a property. Upon receiving the First Payment, the Agent shall notify the Website by logging on to the Agent’s account, clicking the "Pay Service Fee" button on the relevant Proposal (or on the relevant Lead, if no Proposal was submitted), and entering the sale or rental amount.  The Website will automatically create an invoice for the Agent.  Agent must pay the Service Fee not later than 7 days from the invoice date.

Payment may be made by direct bank deposit to the account detailed in the Website invoice, or iii)  through other means that the Website may designate from time to time.

If the Agent fails to notify the Website within 3 days of listing a property, taking over the management of a property, or signing an agreement with a client, or fails to notify the Website within 5 days of receiving the first instalment of the sale or rental of a property, or to pay the Service Fee within 7 days of the invoice date, the Agent shall be liable for the penalties indicated in the “Late Payments and Penalties” section below.

In the absence of Agent’s notice, First Payment shall be deemed to occur 30 days after a Client accepts a Proposal, whether through the Website or other means of communication.  If the date of a Proposal’s acceptance is unknown, First Payment shall be deemed to have occurred on the same date of the property’s actual sale or rental as may be reasonably determined by Website.  Website may use third party services, or any other reasonable means, to track whether a property has been sold or rented.  

Liability for Service Fee.  If the Agent views a Lead on the Website, and the concerned property is later sold or rented by or through the Agent or an affiliated office within 2 years from the date that Agent received the Lead, the Agent shall pay the corresponding Service Fee even if the Agent did not use the Website to submit a Proposal.  An “affiliated office” is any office or agency that shares a common business name, trade name or  brand name, or shares, in whole or in part, the same management or ownership interest, or is otherwise associated with the Agent’s office. Agent agrees that this clause is reasonable to prevent Agents from passing on Client details to other agents to avoid the Service Fee. Viewing a Lead creates a conclusive presumption that any related sale or rental arose through the Website’s provision of the Lead.  Agent accepts that this conclusive presumption is necessary to avoid circumvention of the Website.

In this regard, the Agent shall be liable for the transaction’s corresponding Service Fee regardless of whether:

1. 1. the Lead was originally generated for a sale or a rental;
   2. the Client accepts Agent’s Proposal submitted on the Website or through any other means of communication;
   3. the Agent is acquainted with, or had a previous contact, relationship or correspondence with the Client;
   4. the Agent has previously targeted the concerned property with marketing efforts, including but not limited to flyers, mail, email, or ads;
   5. the sale or rental is concluded or management secured by Agent’s agency, company, affiliate, colleague, associate or representative (“Related Party”);
   6. the Client is an existing client of the Agent or a Related Party, or has made previous enquiries with the Agent or a Related Party regarding the property;
   7. the sale or rental is concluded or management secured by any third party to whom the Agent referred the Lead;
   8. the person who accepted the Terms & Conditions on behalf of an agency or company no longer works for such agency or company;
   9. the property owner is someone other than the person registering the property with the Website (for example where a partner of the owner registers the property or where the owner is a company or trust);
   10. other agents or agencies were engaged by the Client prior to the Agent.

As an exception, the Agent shall not be liable for the Service Fee only if the Agent submits satisfactory written evidence of the following:

1. 1. the Client’s failure to make the First Payment, whether due to inability to obtain bank financing or otherwise; or
   2. the Agent knew of the Lead and provided substantially the same Proposal or appraisal to the Client within 12 months prior to receiving the Lead; or
   3. the Agent has a current, signed property management or sales authority from Client dated within 12 months prior to receiving the Lead.

The Website shall determine in its reasonable discretion whether the submitted written evidence is satisfactory.  The Website may consider, but is not bound to accept, evidence such as written contracts; emails; phone records showing calls between Agent and Client; and records of an appraisal appointment from Customer Relationship Management software (date stamps must not be manually inserted). 

Liability of Agency. If the Agent that received the Lead later on leaves the Agency, the Agency shall remain jointly and solidarily liable with Agent for the Service Fee, provided the sale or rent occurred within 2 years from the date the Agent received the Lead. In this case, the Website may invoice the Agency even after the departure of the concerned Agent. 

Closing by Other Agents or Offices. If a Client and Agent make contact through the Website regarding a Lead, and another agent from an affiliated office successfully closes or takes over the Lead, the Website shall charge the applicable Service Fee to the Agent. An “affiliated office” is any office or agency that shares a common business name, trade name or  brand name, or shares, in whole or in part, the same management or ownership interest, or is otherwise associated with the Agent’s office. Agent agrees that this clause is reasonable to prevent Agents from passing on Client details to other agents to avoid the Service Fee.

Liability for Both Rent and Sale Fees in Case of Later Sale. Regardless of the original type of the Lead, whether to sell or rent, or for rental appraisal or property appraisal, if the Agent first rents, then sells the Lead’s property within 2 years from the date the Lead was sent, the Agent shall be liable for both the rental Service Fee and the sale Service Fee. Agent acknowledges that Clients may decide to sell a Lead’s property even after submitting a rental Lead.

On the other hand, if the Agent first sells the Lead’s property, and subsequently rents out the same property, the Agent shall be liable only for the sale Service Fee.

Sending of Invoices. Invoices shall be issued to the name of the Agent that received the Lead and the name of his/her  Agency. Agent shall be responsible for sending any invoices received to his/her Agency’s accounts department.

Late Payments and Penalties.  If the Agent fails to notify the Website within 3 days of signing an agreement or within 5 days of receiving the First Payment, Website shall charge Agent an additional property-tracking fee of $132, unless Agent is able to prove the non-settlement of the transaction through satisfactory written evidence as mentioned above.   

Payment of Service Fee is due not later than seven days from the date of the Website’s invoice.  In case of delay, the Website shall charge an immediate penalty of 5% of the Service Fee, plus an additional 5% of the Service Fee per month of delay.

Website reserves the right to refer all invoices that have been unpaid for more than 2 months to a debt collector or collections agency.

In case of a deliberate or malicious attempt to circumvent the Website, the Agent shall be liable for a circumvention penalty as described in the “Non-Circumvention” section below.

The parties agree that the penalty amounts for (i) delay in notification, (iii) late payment and (iii) circumvention, all represent a genuine pre-estimation of the minimum losses that the Website may suffer under the situations mentioned above. The parties acknowledge that they have freely arrived at and agreed upon these amounts in consideration of the difficulty and inconvenience of computing actual damages in case of breach.  The Agent acknowledges that these amounts are not extravagant or unconscionable in light of the Website’s material contributions to the success of the relevant transactions.  These amounts shall not prejudice  Website’s entitlement to additional damages, if the same are proven under applicable law.  

Agent shall reimburse the Website for any costs, expenses, or fees expended by the Company in connection with any collection efforts against Agent, including reasonable internal and external legal or collection fees.

The foregoing penalties are without prejudice to any other remedies under these Terms or applicable law.

Conditions and Warranties for Proposals.  By submitting a Proposal, you represent and warrant, as the case may be, that: (a) you have the sufficient experience and qualifications to manage the property, or to conduct your proposed marketing plan; (b) you will bring only suitable properties to the Client’s attention; (c) you will convey only bona fide offers to the Client; (d) you have the authority and power to negotiate, sell or rent the proposed property, or to enter into a binding agreement for the Property Services requested; (e) the Proposal’s contents are in all respects truthful, accurate and not misleading.

Any Proposal submitted: (a) shall not be fraudulent; (b) shall not violate any law, statute, ordinance or regulation (including without limitation those governing Client protection, unfair competition, anti-discrimination or false advertising); (c) shall not be defamatory, libelous, unlawfully threatening or unlawfully harassing; (d) shall not be obscene or offensive; and (e) shall not contain any viruses, worms or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

The Website makes no promise or warranty that any Leads shall be displayed to you, or that Clients will respond to any of your Proposals, or that Clients will find any of your Property Services acceptable. 

Property Services Standards.  The Agent must perform all agreed Property Services completely, on time, thoroughly, and diligently, in accordance with generally accepted industry standards.  If the Client has legitimate complaints about the Property Services, the Agent must resolve the same to the Client’s full satisfaction.

Review of Agents.  The Website may provide functionality for review and feedback from Clients.  You acknowledge and accept that we have no control over Client’s reviews.  You accept the possibility that Clients may rate you negatively, or post material about you that is derogatory, obscene, invades privacy, or libelous.  You absolve us of any responsibility relating to Client’s  reviews.  You acknowledge and accept that any reviews are solely the opinion of the Clients involved and that the same are not endorsed by Website in any way.

GENERAL COMMERCIAL TERMS

Non-Circumvention.  You recognize that the Website adds value to the interaction between Clients and Agents, by providing a convenient platform that facilitates the fast and easy exchange of commercial information.  You acknowledge that the Website is only able to provide this value to you through a considerable investment of time, effort and money, for which the Website deserves compensation.

Therefore, you agree that, regardless of the nature of your use of this Website, you will not act in any way that would deprive the Website of its income, including but not limited to an Agent responding to a Lead other than by submitting a Proposal through the Website; making contact with Clients without using the Website; or privately agreeing to indicate a lower sale price in accepted Proposals, so as to reduce the Website’s Service Fee; attempting to uncover Client contact details outside of the Website; visiting the property address without contacting the Client through the Website; or in any other way circumventing or by-passing the Website.

If a Client and Agent make contact through the Website regarding a Lead, and another agent from the Agent’s firm or agency successfully closes the Lead, the Website shall charge the applicable Service Fee to the Agent.  Agent agrees that this clause is reasonable to prevent Agents from passing on Client details to other agents to avoid the Service Fee.

You agree that any such act or attempt to circumvent the Website shall render you liable for a permanent ban from the Website and a minimum penalty of AUD10,000, in addition to any damages, costs and attorney’s fees that may be claimed under law.

Payment Facility.  You agree to our selection and use of third party payment solutions and processing services for the purpose of Agent’s payment of our Service Fee.   You shall hold us free from any liability due to any loss of funds or failure to pay as a result of any defect or downtime arising from such third party services.  We shall consider your payment credited only when the payment has actually reached our account through such third party services. 

Duty to Maintain and Update Contacts details and Proposals.  Agents have the duty to maintain and update their contact details and Proposals, as the case may be, provided that the information cannot be changed to the detriment of any binding agreement for Property Services.   In particular, Agents shall be bound by stated commission, advertising spend and marketing or management plans.

Facilitation of Contract Only.  The Website shall be deemed as no more than a facilitator of any contract between Client and Agent (or Agent’s principal), and Website shall not in any way be deemed a party or a beneficiary of such contract. The performance, implementation, completion or payment in respect of any contracted Property Services shall be separately arranged between the Client and Agent to the exclusion of Website, and Client or Agent shall look solely to the other in respect of any relevant liability, responsibility or obligation.

Website Does Not Handle Money between Agent and Client.  Website does not handle any money or financial transactions between Agent and Client.  Any person purporting to represent the Website in transferring money or arranging financial transactions, between Agent and Client, is without authority.  Agent and Client are responsible for all monetary transfers between them or to other parties.

No Resale of Data.  Agent may not resell, assign, transfer or disclose to third parties any data obtained through the Website, including but not limited to the content of any accounts, Profiles, Leads, and Proposals, except as strictly necessary to use the data  as intended under these Terms.

RELATIONSHIP AND DISPUTES BETWEEN CLIENTS AND AGENTS

Relationship Between Agents and Clients.  The Website is only a passive conduit for information.  The Website has no participation in or control over: Agent/Client Profiles; Client Leads; Agent Proposals; or any contact details.  Thus, Clients and Agents are solely responsible for their interactions with each other, and contract solely with each other without making the Website a party or third-party beneficiary.   Client’s rights under contracts with Agents (or their principals) are governed by the terms of such contracts and by applicable federal, state, provincial and local laws.

We are not an agent, broker, or legal representative of any user, and are not licensed as such.  We are not authorized to act on behalf of any user or to bind any user to any legal obligations, other than as provided in these Terms.  Before deciding to respond to any Lead, you shall rely solely on your own evaluation of the Client, including credit history, account information, representations made and such other material facts as you, in your sole discretion, deem relevant. 

Direct Settlement.  We are not obligated to provide any mediation, arbitration or other dispute resolution services between Clients and Agents.  The Website is not responsible or liable to either the Client or the Agent if a mutually acceptable resolution is not reached.

No Liability in Respect of Disputes.  In exchange for the Website Services provided by the Website and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, you expressly agree to release the Website, its officers, directors, affiliates, parent companies, employees and Agents from any claims, demands, causes of action, losses and damages (direct and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute between Clients or Agents.  You waive any limitations on general releases under applicable law. 

Without limiting the generality of the foregoing, you release and absolve the Website from any liability arising from: improperly performed Property Services; unsuitability of any property; false or misleading Leads or Proposals; dishonesty, fraud, swindling, deceit or misrepresentation by any Clients or Agents.  

You agree to that you wish to bring legal proceedings in respect of any Property Services, you must inform the Website no later than four weeks prior initiating suit.

SUSPENSION OR TERMINATION

We reserve the right to, without notice, suspend or terminate the Website Services, in whole or in part, for any Client, Agent or other Website user, including but not limited banning, deleting or denying access to any account, Lead, or Proposal, in case of any of the following events:

• in the Website’s discretion, a user could cause harm to our reputation, such as by making misrepresentations, or receiving negative feedback on Property Services.

•  when necessary to prevent imminent loss or damage to lives, property or data, or to protect the Website’s intellectual property or confidential information.
•  the user has materially breached any of the Terms.
•  the user becomes, or threatens to become insolvent or bankrupt, including but not limited to winding up of business affairs, dissolving corporate existence, making arrangements with creditors not in the usual course of business, or otherwise threatening to cease carrying on business.

In case of any suspension or termination, you shall remain liable for any accrued obligations. 

INTELLECTUAL PROPERTY

Our Website and its related software, networks, platforms, database, account information, interface, concepts, illustrations, articles, trade secrets, designs, research, technology, developments, know-how, technologies, look and feel, methodology, trademarks, copyrights, trade dress, logos, and any other information that we regard as proprietary, constitutes our exclusive intellectual property (“Intellectual Property”), with the exception of personal information, Leads, Proposals and User Content as defined below. 

No Right Granted. Nothing on this Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Intellectual Property displayed on the Website, without the prior written permission of the Intellectual Property owner. Other product and company names mentioned in this Website may be the intellectual property of their respective owners. 

Viewing this Website may create a copy of the Website materials in your computer's random access memory and/or your hard drive and/or in your proxy server. You acknowledged that such downloaded or locally stored materials remain the property of the Website, and shall delete, remove, dispose or destroy such materials in accordance with the Website instructions, if any.

Limited Permission.  We grant to you a limited permission to use documents and materials (such as press releases, datasheets, content, informational items and FAQs) from the Website, provided that use of such documents from the Website is for your informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and no modifications of any documents are made.  We expressly prohibit use for any other purpose. For avoidance of doubt, no logo, graphic, sound or image from any the Website may be copied or retransmitted unless expressly permitted by the Website.

USER CONTENT

The Website may provide the means for users to interact with the Website, or with  one another, in a manner other than through posting Leads and submitting Proposals as described above.  This interaction may include articles, feedback, reviews, comments, messages, photos, profiles; emails and other communications; materials, suggestions, ideas, comments, questions, or other information composed of data, text, software, music, sound, photographs, graphics, video, messages, lists or other materials (collectively "User Content"). 

Grant of Rights.  By posting User Content to the Website, you grant the Website the right (but not the obligation) to remove, delete change or edit such User Content in its sole discretion.  Also, you grant, and you represent and warrant that you have the right to grant, to the Website, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, royalty-free, fully paid, fully sublicensable, worldwide license to use, copy, perform, sell, rent, lease, display, reproduce, adapt, publish, translate, modify and distribute the User Content and to prepare derivative works of, or incorporate into other works, such information and User Content throughout the world in any media, and to grant and authorize sublicenses of the foregoing. You further represent and warrant that public posting and use of your User Content by the Website will not infringe or violate the rights of any third party. You grant the Website and sublicensees the right to use the name that you submit in connection with such content, if they choose.

In the event that you provide the Website with any feedback regarding the Website Services or the Website, including without limitation, any flaws, errors, bugs, anomalies, problems with and/or suggestions for the service or the Website ("Feedback"), you hereby assign to the Website all rights in the Feedback, including but not limited to, the right to use such Feedback and related information in any manner we deem appropriate.

You agree that for promotional purposes, we may publish your name and logo and describe the Website Services that we have supplied to you, provided that we will not disclose confidential information regarding your business or personal information in a manner that violates our Privacy Policy.

Except for that information which is in the public domain, you may not post, copy, modify, publish, transmit, distribute, perform, display, sell or reproduce in any way any User Content without obtaining the prior written consent of the owner of such content. The Website can remove any User Content you post on the Website if it violates the foregoing. If you believe that your work has been copied and posted on the Website in a way that constitutes infringement, please provide us with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the interest; a description of the work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Website; your address, telephone number, and email address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the owner, its Agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the owner or authorized to act on the owner's behalf.

Limitation of Liability.  Opinions, advice, statements, reviews, offers, or other information or User Content made available through the Website, but not directly by the Website, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such User Content. The Website does not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Website; or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Website. Under no circumstances will the Website or its affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Website or transmitted to or by any Users.

Right to Edit.  You understand and agree that the Website may review, edit, change and/or delete any User Content in its sole discretion.

Prohibited Content.  You may not post any User Content that is illegal or offensive in the reasonable determination of the Website, including but not limited to the following:

• promotion of racism, bigotry, hatred or harm of any kind against any group or individual;
• threats, harassment, stalking or abusive behavior;
• obscenity, vulgarity, profanity, or sexually oriented material
• political campaigning, junk mail, chain letters, unsolicited mass mailing or "spamming";
• false or misleading information;
• defamatory or libelous statements;
• uploading, posting or otherwise transmitting any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, such as piracy or unauthorized copying of another person's copyrighted work, or providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files;
• contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
• exploitation or harm of minors or solicitation of personal information from minors;
• providing instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
• impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• forging headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Website Service or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page);
• uploading, posting or otherwise transmitting any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• upload, post or otherwise transmit any material for purposes of hacking, infiltrating, jamming or impairing any part of the Website, including software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• keyword spam or to otherwise attempt to manipulate search results;
• interfere with or disrupt the Website Service or servers or networks connected to the Website Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Website Service; and
• intentionally or unintentionally violate any applicable local, federal, state, national or international law or regulation.

In case of posting of prohibited User Content, the Website may take any appropriate action in its sole discretion. In this regard, the Website may without notice, investigate and terminate the membership of any persons at fault, and revise, delete, remove or edit any prohibited User Content.

The Website also reserves the right to initiate appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies.

USE OF WEBSITE, SERVICES AND ACCESS

By using the Website, you agree that the Website may view and record all your activities on the Website, regardless of its purpose or nature, and regardless of whether you register an account.

The Website reserves the right at any time to modify, suspend or discontinue the Website Services, temporarily or permanently, in whole or in part, with or without notice. You agree that the Website shall not be liable to you or to any third party for any such modification, suspension or discontinuance.

To protect the integrity of the Website, the Website reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Website.

THIRD PARTY VENDORS

Our Website may also include access to products and services of third parties, either directly or via links to sites operated by such third parties.  In some cases, we may get a commission if you subsequently make a purchase from such third parties.

While we endeavor to provide access only to third party products or services that we reasonably believe to be useful, we have no control over such third parties.  Thus, any link or access on our site to any third party shall not be deemed as an endorsement of the same.  Any transaction between you and such third party is solely between the two of you.  We shall not be liable for any loss or damage that you suffer as a result of dealing with such third parties.

DISCLAIMER

We provide our services on an "as is" and "as available" basis.  While we make our best efforts to provide high-quality service, we disclaim all warranties of any kind with respect to our Website Services or Website, whether express or implied, including but not limited to merchantability, fitness for a particular purpose, title and non-infringement.

The Website makes no guarantees of any specific result from use of the Website Services. Your use of this Website is at your own risk. 

In addition, we make no  warranty that our Website Services shall be  uninterrupted, timely or secure; that our Website Services will be accessible at any time or at all times; that any content is error-free; that our Website or Website Services will meet your expectations; and that any bugs or glitches in our software will be corrected.

GENERAL LIMITATION

IN NO EVENT SHALL THE WEBSITE, ITS OFFICERS, DIRECTORS, AFFILIATES, PARENT COMPANIES, EMPLOYEES AND/OR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, GENERAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR RELATING TO (1) THE USE OF, CONTENT IN, DELAY OR INABILITY TO USE, OR OTHERWISE ARISING IN CONNECTION WITH THIS WEBSITE, (2) THE CONDUCT OF A USER, CLIENT, AGENT OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

THE WEBSITE ASSUMES NO RESPONSIBILITY FOR ANY FORCE MAJEURE, LOST DATA, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS, ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF EMAIL OR TRANSACTIONS ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY WEBSITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO USERS OR TO ANY OTHER PERSON'S COMPUTER RELATED TO OR RESULTING FROM PARTICIPATING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB AND/OR IN CONNECTION WITH THE WEBSITE.

IF FOR ANY REASON A COMPETENT AUTHORITY FINDS US LIABLE TO YOU, SUCH LIABILITY SHALL NOT EXCEED THE AMOUNT OF ANY FEES THAT YOU HAVE PAID US.

TO THE EXTENT THAT APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF ANY OF THE ABOVE LIABILITIES, THE FOREGOING SHALL BE DEEMED MODIFIED ACCORDINGLY.

TERMINATION OF ACCOUNT

This Agreement will remain in full force and effect while you use the Website or any Website Services.  The Website may terminate your account or this Agreement at any time, with or without cause, by sending notice to you at the email address you provide in your account registration, or such other email address as you may later provide to the Website.  All decisions regarding the termination of accounts shall be made in the sole discretion of the Website.  The Website is not required to provide you notice or a reason to terminate your account. Even after your account is terminated, this Agreement will remain in effect (or shall be deemed revived, as the case may be) so long as you use the Website or any Website Services.

CUSTOMER CARE REPRESENTATIVE

The Website may provide assistance and guidance through customer care representatives. When communicating with our customer care representatives, you may not be abusive, obscene, profane, offensive, sexist, threatening, harassing, racially offensive or otherwise behave inappropriately. If we feel that your behavior toward any of our customer care representatives or other employees is at any time threatening or offensive, we reserve the right to immediately terminate your membership. You acknowledge and agree that the Website may monitor and/or record any telephone calls between you and the Website.

NOTICE

Where these Terms require notice, we may provide such notice by email, regular mail or postings on our Website. You agree that such notice is sufficient and adequate.

GENERAL INFORMATION

These Terms make up the entire agreement between you and us, and supersede any prior understandings, statements, representations or agreements between you and us.

The Terms shall be governed by the laws of Queensland, Australia.  Any dispute arising between the parties shall be resolved by the courts of Queensland.

Our failure to exercise or enforce any right or clause in these Terms shall not constitute a waiver of the same. If a court finds any provision of the Terms to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms shall remain in full force and effect.

You agree that considering the fast-moving nature of online business and  regardless of applicable law, any claim related to our Website or Website Services must be filed within six (6) months after such claim arose, or be forever barred.

The section titles in the Terms are for convenience only and have no legal or contractual effect.

If these Terms are translated into other languages, the English version shall prevail in case of any conflict between the versions.