BUYER'S REGISTER TERMS AND CONDITIONS OF USE
DW & J PTY LTD (ACN 125 017 889) as trustee for HOVEA TRUST (ABN 41 024 075 450), trading as Buyer's Register and Property Buyers Register ("Buyer's Register", We", "Us") And The User being the party that has created an account with Buyer's Register ("You", "User")
A. Buyer's Register is the owner and provider of the Buyer's Register website (the "Portal"), being a web portal that connects selling agents and property buyers.
B. Buyer's Register owns all of the intellectual property in the Portal.
C. The Portal assists Users with making connections only and Buyer's Register will not be construed as, or liable as, a contracting party to any transactions between the Users.
D. Buyer's Register will provide the Portal on the terms and conditions of this Agreement.
E. The User agrees and acknowledges any connections, communications and/ or ultimate contracts initiated through the Portal are is a contract between the User and the User and Buyer's Register is merely providing a service as an introducing party via the Portal.
F. This Agreement does not afford any exclusivity to the User in terms of Service Area or Region.
AND THE PARTIES AGREE AS FOLLOWS:
Account means an Account created with Buyer's Register by You.
Agent User means a User that User that is a licensed real estate agent, a registered real estate sales person or an authorised representative of a licensed real estate agent;
Portal means the Buyer's Register smartphone, website and/ or internet web-based applications to which this Agreement relates and any related services offered by Us from time to time, if agreed;
Annual Fee means the fee payable by the Agent User on each anniversary of the Commencement Date;
Buyer User means a User of the Portal that is a potential property buyer;
Carrier means any User of broadband, telecommunications, or mobile telecommunications services that Buyer's Register or the User use.
Commencement Date means the date you created an Account with Us or accessed the Portal, whichever is earlier;
Data means the data provided by You in Your Account and data and information provided by You through Your use of the Website or Portal;
Device means any device which can utilise the Portal or is used to access the Portal;
Fee means the amount agreed to be paid by an Agent User periodically;
GST means Goods and Services Tax;
ISP means Internet Service Provider;
Term means the term of this Agreement, which shall be a yearly term from the Commencement Date, renewable each year on each anniversary of the Commencement Date, unless otherwise agreed or terminated in accordance with this Agreement;
User means You, the User of the Portal, being an Agent User or Buyer User;
We, Us and Our means Buyer's Register.
Website means Our website which can be found at www.Buyersregister.com.au
2. YOUR ACCOUNT
2.1 Opening an Account
You may become a User by applying to Buyer's Register to hold an Account and by creating an account within the Portal, You are indicating Your acceptance of this Agreement.
The user name must not be able to identify the Buyer User.
An Agent User must provide their license number or registration number (as applicable) as well as make payment of the Fee using PayPal before being granted access to the Portal. Your appointment as an Agent User will be subject to Buyer's Register approving You.
If We determine for any reason whatsoever that We do not wish to provide You with an Account, We will refund any monies paid by You and this will terminate this Agreement forthwith.
2.2 User Name and Password
You must not allow third parties to access your Account and you must not share your user name and password with any third parties.
You will be responsible for all activities that occur with your Account, as if such actions have been completed by You, and therefore you should keep your password confidential.
Any persons that You allow to use Your Account will be deemed to have Your authority at all times and You will be liable absolutely for their actions in relation to Your Account and the Portal.
2.3 Eligibility for Account
You must be over the age of eighteen (18) years of age and approved by Buyer's Register as a User.
2.4 Term of Agreement
This Agreement will remain in full force and effect between Us and You (and any of Our and Your successors and/ or assigns) for the Term. We have the right to terminate this Agreement, or suspend or terminate your access to the Portal, effective upon sending notice to you at the email address you provide in your Account, if you
have defaulted in relation to this Agreement. Immediate suspension of Your Account will occur in circumstances of gross misconduct or material breach of this Agreement on Your part (including, for Agent Users, non-payment of Fees), or within 7 days of a default notice being issued to you (which remains unremedied after the said 7 days), should we determine, acting reasonably, the same is necessary,
Upon termination of this Agreement, Your Account and right to access and use the Portal will terminate immediately. You agree that We will have no liability to You for any costs, losses, damages, or liabilities arising out of or related to our termination of this Agreement, providing that such loss or damage has not resulted from Our breach of this Agreement or Our negligent acts or omissions.
- Agent Users will be liable for an Annual Fee, payable upon execution of this Agreement.
- Renewal fees will be payable on or before each anniversary date of the Commencement Date, being such fees as determined by Buyer's Register from time to time.
- Wemay discount our Fees and offer such incentives or promotions as we see fit, at our absolute discretion.
- We reserve our rights to alter the Fees and we will notify you of the same in writing if there are changes.
- There will be no fees payable by Buyer Users.
- If Fees are not paid by Agent Users as required, We will remove Your Account/ details from the Portal immediately with no notice to You.
- There will be no refunds of Fees paid by Agent Users under any circumstances.
2.6 Account Information
You warrant that any information provided by You in the course of applying for an Account and in the course of using the Portal, is current, complete and accurate. You must maintain and update all information provided to Us and ensure that such information is current at all times. You must not apply to be a User under false identities or personas.
2.7 Security of Account Information
You are responsible for keeping Your Account, sign-in, information, including your passwords, secret questions and other personal information secure. Without limiting the foregoing, you agree:
- (a) Not to permit any other person to use Your Account details;
- (b) You agree to notify Us immediately of any unauthorised use of your user name or password or if you believe that a password linked to Your Account is no longer confidential;
- (c) We reserve the right to require you to alter your user name and/or password if We believe that your Account is no longer secure; and
- (d) We shall not be responsible for any losses arising out of the unauthorised use of your Account.
2.8 Electronic Communication
We will communicate with You via electronic means to the email address provided for your Account.
For contractual purposes, You:
- (a) Consent to receive communications from Us in an electronic form;
- (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that We provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in hardcopy writing;
- (c) must ensure you take all necessary precautions to ensure Our electronic communication is received by You, including but not limited to editing spam filtering rules or adding Us as a trusted email source.
The foregoing does not affect your non-waivable rights.
2.9 Terminating Your Account - by Us
We may, at Our sole and absolute discretion (but acting reasonably), suspend Your ability to use the Portal or Your Account or may terminate this Agreement effective immediately and without notice to you if you cause a material breach to this Agreement, including, but not limited to:
- (a) We reasonably believe that there is fraudulent and/ or illegal activity related to your Account (including, but not limited to) the misuse of the Portal;
- (b) We believe, acting reasonably, You have violated or acted inconsistently with the letter or the spirit of this Agreement; or
- (c) We believe, acting reasonably, that You are not authorised to hold an Account and/ or have advertised a business using Your Account that you are not authorised to represent. We reserve the right to modify, suspend, or discontinue the Portal (or any part or content thereof) or cease allowing you access to the Portal at any time with or without notice to You, and We will not be liable to You or to any third party should we exercise such rights.
2.10 Terminating Your Account - by You Should you wish to terminate this Agreement you may deactivate your Account and cease accessing the Portal at any time. We will make best endeavours to remove references to You in the Portal as soon as possible.
2.11 Reactivating a Suspended or Terminated Account
After any suspension or termination of your Account, You may be required to respond to an authenticating message to reactivate your Account. You agree that We will not be liable to You for any termination of this Agreement or for any restricted access to the Portal, provided that we have acted reasonably in the circumstances.
3. THE PORTAL
3.1 Requirements for Use of the Portal
In order to use the Portal, You:
- (a) Require approval by Buyer's Register to hold a User's account with Us;
- (b) Must accept this Agreement and create of an Account;
- (c) Must, if You are an Agent User, provide Your sales registration number, insurance and license information and ensure these are maintained and details provided to Buyer's Register if and when demanded by Buyer's Register;
- (d) Must be courteous at all times;
- (e) Must, if You are an Agent User, seek consent from a Buyer User before contacting them directly or adding them to any direct marketing lists;
- (f) Must, if you are an Agent User, submit a signature panel for review by Buyers Register, to be attached to all outgoing messages sent by You within the Portal. You acknowledge this signature panel cannot be varied without consent of Buyers Register.
3.2 Agent Users - Properties Available
Agent Users may provide and update a list of properties available for sale within the Portal, for consideration by Buyer Users.
Upon creation of an Agent User Account and the requirements of clause 3.1 of this Agreement being satisfied, Agent Users will be able to start using the Portal and making contact with Buyer Users.
We give no warranty or undertaking as to the quality or suitability of the Portal or any ISPs, nor do We take any responsibility regarding the listings of properties or of Buyer user property criteria. All Users are required to ensure the information provided within the Portal is true and correct.
3.3 Buyer Users - Property Criteria
Buyer Users may note the criteria for an intended property purchase as a Buyer User sees fit. The Buyer User acknowledges that Agent Users may make contact with potential property details when a property meets some and not all property criteria.
3.4 Availability of Portal
You acknowledge and agree that the availability of the Internet and your ability to use the Portal is on an "AS IS" and "AS AVAILABLE" basis. You acknowledge availability of web-based services is not guaranteed. We are not responsible for any limitations of the Internet or the service provided by Your ISP, Our ISP and/ orUser's ISP. In the event Your ISP fails to deliver any communication to Us or another party in a timely fashion, due to, but not limited to, ISP issues, Internet issues, mobile network failure or non-compatibility of your Device with the Portal, you acknowledge and agree that We shall not be liable for any loss or damage. In addition and without limiting the foregoing in no event will We be liable for any error by You in using the Portal.
You acknowledge that:
- a) we do not and cannot warrant that the ISP used by Us, You or any User will be uninterrupted or error-free;
- b) we cannot guarantee a timeframe for restoration of any internet service, should it fail; and
- c) we are not liable to you for any loss or damage you may suffer as a result of using the Internet to send or receive data which may contain viruses or other harmful software.
3.5 Upgrading and Modification of the Portal
We reserve the right, in Our sole discretion, to modify and/ or upgrade the Portal from time to time without notice to You. Such modifications may include removing, adding or modifying the Portal as well as upgrades. We shall have no liability to You for any modification or discontinuation of the Portal providing that such loss or damage has not resulted from Our breach of this Agreement or Our negligent acts. Continued use of the Portal following any such changes shall indicate your acknowledgment of such changes and satisfaction with the Portal as so modified.
You agree and acknowledge that only active and financial Agent Users will be shown in the Portal.
3.6 Supply of Portal
- (a) We do not guarantee, represent, or warrant that your use of the Portal will be uninterrupted or error-free, and You agree that from time to time we may remove the Portal for indefinite periods of time, or cancel the Portal at any time, without notice to you for maintenance or other reasonable issues.
- (b) We will use commercially reasonable efforts to make the Portal generally available 24 hours a day, 7 days a week, except for planned downtime (of which We shall endeavour to provide notice via the Portal and which We shall schedule to the extent reasonably practicable outside of normal business hours, subject to any Force Majeure.
- (c) The Portal is to assist Users with sourcing suitable properties and/ or selling properties to interested buyers.
- (d) We do not give any undertaking or warranties regarding the suitability of a User or property, however we do welcome feedback in relation to the same, including reviews of Users via the Portal.
(e) You agree and acknowledge that any ultimate sales agreements between the Buyer User and the Agent User/ sellers or other third parties are based on your sole enquiries regarding the property and do not create any agreement with the Buyer's Register and We are not liable to You in contract, negligence, tort or any other way whatsoever, unless required by law.
3.7 Information Published in Portal
You agree and acknowledge that Buyer's Register is not the publisher of Your information noted in Your listing within the Portal. Buyer's Register serves as a platform/ introductory service between Agent Users and Buyer Users. Any of Your information published on the Portal is done with Your express consent and approval, or by You directly. Buyer's Register is not liable for any actions or claims by You or against You for any information published in the Portal with Your consent and You indemnify Buyer's Register from any claims or losses Buyer's Register may suffer as a result of any claims by third parties. Buyer's Register reserves the absolute right to remove or alter any information within the Portal that it deems breaches any of its standards and/ or thelaw at any time, without prior notice to You.
3.8 Technical Support
You are entitled to standard support from Us consisting of telephone help desk or on line support services, as outlined at www.Buyersreqister.com.au/support. This relates to the use of the Portal only, such as reporting of bugs or errors within the Portal.
>4. USE OF THE PORTAL
4.1 Content Availability
We reserve the right to change content options (including eligibility for particular features) without notice.
4.2 Usage Rules
- (a) You shall use the Portal and your Account in compliance with the usage rules in this clause 4 and in accordance with this Agreement.
- (b) You shall not access or attempt to access an Account that you are not authorised to access.
- (c) Violations of system or network security may result in civil or criminal liability.
4.3 Third-Party Materials
We may provide links to third-party websites within the Portal from time to time as we see fit. You agree that We are not responsible for examining or evaluating the content or accuracy of any third party information. You hereby release Us from any and all liability or responsibility resulting from any third-party services or websites, or for any other materials, products, or services of third parties which you may use.
You agree that You will not use any third-party materials in a manner that would infringe or violate the rights of any other party and that We are not in any way responsible for any such use by You.
4.4 Intellectual Property
- (a) Buyer's Register owns and/ or licenses all proprietary and intellectual property rights in the Portal (including text, graphics, logos, icons and sound recordings) and other material underlying and forming part of the Portal and no term of this Agreement shall be treated as vesting, transferring or otherwise parting with possession or ownership of any of those said rights at any time.
- (b) You may not without Our prior written permission (which may be withheld at our absolute discretion), in any form or by any means reproduce, copy, adapt, distribute, display, print, perform, publish or create derivative works from any part of the Website or Portal or commercialise, copy, or on-sell any information, or items obtained from any part of the Website or Portal.
- (c) You agree that the Portal, including but not limited to domains, products, graphics, user interface, audio clips, video clips, editorial content, and the scripts and software used in the Portal contains proprietary information and material that is owned by Us, and is protected by applicable intellectual property and other laws, including but not limited to copyright.
- (d) You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Portal in compliance with this Agreement. No portion of the Portal or Website may be reproduced in any form or by any means, except as expressly permitted in these terms, or allowed in writing by Us. You agree not to exploit the Portal in any unauthorised way whatsoever.
- (e) Notwithstanding any other provision of this Agreement, We reserve the right to change, suspend, remove, or disable access to the Portal, content, or other materials comprising a part of the Portal at any time without notice. In no event will We be liable for making these changes. We may also impose limits on the use of or access to certain features or portions of the Portal, in any case and without notice or liability.
- (f) All copyrights in and to the Portal (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources) and related software are owned by Us and We reserve all our rights in law and equity.
- (g) You agree that the use of the Portal, except for use of the Portal as permitted in this Agreement, is strictly prohibited and infringes on the intellectual property rights of Buyer's Register and others and may subject You to litigation, including possible monetary damages, for copyright infringement.
- (h) Any of our trading names, trademarks, service marks, graphics, and logos used in connection with the Website and / or Portal are or may be trademarks or registered trademarks of Ours in Australia and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Portal or Website may be the trademarks of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.
4.5 License to Use Portal
- (a) The Portal made available through Us is provided to You under a license and is not sold to You. Your right to use the Portal that you obtain through Us is subject to your prior acceptance of this Agreement in its entirety. We reserve all rights to the Portal not expressly granted to you under this Agreement. Your use of the Portal is deemed acceptance of this Agreement.
- (b) Subject to the terms of this Agreement We grant to you a non-transferable, nonexclusive, royalty-free, fully paid, license (without the right to sublicense) to install and execute the Portal.
- (c) The license described herein shall terminate upon termination of this Agreement, howsoever caused.
4.6 Scope of License
This license granted to You for the Portal by Us is limited to a non-transferable license to use the Portal on any Supported Browser Versions as applicable that You own or control and as permitted pursuant to this Agreement. This license does not allow You to use the Portal on any Device that You or a User does not own or control, and except as provided in the Usage Rules, you may not distribute the Portal.
The rights granted to you in this Agreement are subject to the following restrictions:
- (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit the Portal or make the Portal available to any third party;
- (b) you shall not modify, copy, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Portal or support others' attempts, to circumvent, reverse engineer, decrypt, break or otherwise alter or interfere with the Portal;
- (c) You shall not access the Portal in order to build a similar or competitive product or service;
- (d) You shall not access any re-engineering code or source code of the Portal;
- (e) except as expressly stated herein, no part of the Portal may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means;
- (f) Any future release, update, or other addition to functionality of the Portal provided by Us (if any) shall be subject to the terms of this Agreement unless We expressly states otherwise;
- (g) You shall preserve all copyright and other proprietary rights notices on the Portal and all copies thereof;
- (h) If You sell your Device to a third party, you must remove the Portal from the Device before doing so;
- (i) You agree that We shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Portals any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You relating to the Portal or other business enterprises of Buyers Register and its affiliates and assigns, and You hereby waive any claim to copyright of those ideas;
- (j) The terms of this license will govern any upgrades provided by Us that replace and/or supplement the original Portal, unless such upgrade is accompanied by a separate license in which case the terms of that license will prevail.
4.8 Consent to Use of Data
5. NON-EXCLUSIVITY & NO GUARANTEE
The Agent User acknowledges there is no exclusivity afforded to them in any way. There may be multiple Agent Users that contact Buyer Users and multiple Agent Users within an area. Buyers Register makes no representation and gives no warranty regarding any exclusivity to any Users at any time.
Buyers Register does not guarantee that a User has been identified or that a User has authority to act as a User. Buyers Register cannot guarantee that any User will reply to contract from or liaise with another User. You acknowledge You may not receive an intended result from the Portal and You use the same at Your risk.
6. FEEDBACK AND RATINGS
The Portal allows Users to provide feedback and ratings on other Users. We may or may not share this feedback at our absolute discretion, and we may de-identify the said feedback as we see fit.
Any feedback which indicates consistent poor ratings or reviews of You and Your conduct (both whilst using the Portal and whilst engaging in correspondences with another User at any time, using any means, may result in your Account being deactivated by Us in our absolute discretion, albeit acting reasonably. We may provide You with feedback and seek a response in our discretion before determining if Your Account will be deactivated.
You warrant that you have the legal right and authority to enter into this Agreement and to perform your obligations under this Agreement. You also warrant that any information provided by You is true and correct at all times. You warrant, if You are an Agent User, that you will keep all licenses and insurances up to date and provide us with any updated licenses or insurance policies as amended or renewed from time to time, if requested by Us and You warrant You will advise Us immediately upon any licenses or insurances being cancelled, terminated and/ or revoked.
- (a) You acknowledge that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, We give no warranty or representation that the Portal will be wholly free from defects, errors and bugs.
- (b) You acknowledge that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, We give no warranty or representation that the Portal will be entirely secure.
- (c) You acknowledge that the Portal is designed to be compatible only with the Supported Mobile Platforms and Devices and We do not warrant or represent that the Portal will be compatible with any other software or systems.
You acknowledge that we may actively monitor the use of the Portal as we see fit.
10. DATA MINING
You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Portal.
11. HARMFUL SOFTWARE
- (a) We will make best endeavours to ensure the Portal and Website and any electronic communication from Us is virus free, but we cannot guarantee the same and You agree and acknowledge that You must have up to date virus protection programs in place to afford You the best protection while using the same.
- (b) You must not promote or distribute any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.
12.1 Events of Default
You will be in default of this Agreement if:
- (a) You do not pay any Fees owed to Buyer's Register;
- (b) You assign the rights and responsibilities under this Agreement to any third party without Our consent;
- (c) You engage in conduct which Buyer's Register determines, acting reasonably, is misconduct (including but not limited to criminal actions, safety concerns, any matter which Buyer's Register considers results in You not being a fit and proper person, You publish defamatory and/ or disparaging remarks or comments about another User, Buyer's Register or the Portal).
12.2 Consequences of Default
Buyer's Register may terminate this Agreement and deactivate Your Account if you default in accordance with clause 12.1 of this Agreement. Should we consider serving a default notice to You is a reasonable step to take (if We consider, acting reasonably, that the default may be remedied), should you fail to remedy the said default within 10 business days of a default notice being provided to You, We may terminate this Agreement.
12.3 Service of Default
We may issue any default notice contemplated by this clause by email to your nominated account (as advised by You to Us from time to time), with such notice to be considered served on you on the business day of transmission (or the following business day if sent outside usual business hours, being 9am to 5pm).
12.4 Default Costs
The User will be liable for all legal costs and administrative costs incurred by Buyer's Register for the issue of a default notice to the User, on an indemnity basis.
The Agreement is effective until terminated by You or Us in accordance with this Agreement, whichever occurs sooner. Your rights under this Agreement will terminate automatically without notice from Us if You fail to comply with any terms of this Agreement. Upon termination of this Agreement, you shall cease all use of the Portal.
14. LIMITATION OF LIABILITY
- (a) You agree and acknowledge that Buyer's Register is acting merely as an introductory party between You and the Customer, providing the Portal for convenience. Buyer's Register cannot be held liable for any arrangements between You and any other party. You acknowledge and agree that You are contracting directly with third parties at all times and We will not be a party to any said agreements.
- (b) Subject to there being no negligent acts on our part, we shall not be liable to You in respect of:
- (i) any loss of profits or anticipated savings;
(ii) any loss of revenue or income;
(iii) any loss of business, contracts or opportunities;
(iv) any loss or corruption of any data; or
(v) any special, indirect or consequential loss or damage.
- (c) To the extent not prohibited by law, in no event shall We be liable for personal injury or any incidental, special, indirect, or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption, or any other commercial damages for your use of the Portal or transactions you enter into or losses, arising out of or related to your use or inability to use the Portal, however caused, providing that such loss or damage has not resulted from Our negligent acts or omissions.
- (d) In no case shall We, our directors, officers, employees, affiliates, agents, contractors, or licensors be liable for any direct, indirect, incidental, punitive, special, or consequential damages arising from your use of the Portal or for any other claim related in any way to your use of the Portal, including, but not limited to, any errors or omissions in any content or transaction, or any loss or damage of any kind incurred as a result of the use of any content (or product) posted, transmitted, or otherwise made available via the Portal, even if advised of their possibility providing that such loss or damage has not resulted from Our negligent acts or omissions.
- (f) If We fail to comply with any term of this Agreement, or are negligent, You may be entitled to recover compensation for any costs suffered. However, whilst You acknowledge that We accept liability for any losses required by law, We shall not be required to compensate You or any third party for any loss caused by anything beyond our reasonable control and therefore:
- (i) as We have no control over the Data which can be transmitted by You or Users/ third parties and We do not examine the data within the Portal, We exclude all liability of any kind for:
- a. the transmission or reception of any Data through the Portal or accuracy or quality of any such Data;
- b. any Data or any other material published or otherwise made available by You / User or any other person through the Portal;
- c. the terms of any contract or other agreement concluded between You/ Users and any other third party;
- (ii) We shall not be liable whether in contract, tort or otherwise for the acts or omissions of other Users, of telecommunications services or for faults in or failures of their or Your ISP or Device.
We and our affiliates make no warranties, express or implied, with respect to content codes, allowances, the Portal, including, without limitation, any express or implied warranty of merchantability or fitness for a particular purpose. You expressly understand and agree that
- (a) Advertisements appearing on the Website or within the Portal do not constitute a recommendation or endorsement of the advertised product or service by Us and We are not responsible for any representation made in connection with such advertisements.
- (b) While we have systems in place to reduce the risk of credit card fraud, We are not responsible for protecting You from credit card fraud.
- (a) By using the Portal, You agree to indemnify and hold Us, our directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any claims arising:
- (i) out of a material breach of this Agreement; or
- (ii) Your use of the Portal; or
- (iii) any action taken by Us as part of our investigation of a suspected violation of this Agreement; or
- (iv) as a result of our finding or decision that a violation of this Agreement has occurred.
- (b) This means that you cannot sue or recover any damages from Us, Our directors, officers, employees, affiliates, agents, contractors, and licensors as a result of our decision to remove or refuse to process any information or content, to warn you, to suspend or terminate your Account, or to take any other action during the investigation of a suspected violation or as a result of Our conclusion that a serious violation of this agreement has occurred.
- (c) You agree to indemnify and hold harmless Us and Our agents, employees, representatives, licensors, affiliates, officers from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable legal fees and court costs) resulting or arising from any third-party claim, providing that such loss or damage has not resulted from the Our breach of this Agreement or Our negligent act, omission, in connection with:
- (i) any information You submit or transmit through the Portal; or
- (ii) Your use of or access to the Portal; or
- (iii) Your breach of this Agreement; or
- (iv) Your violation of any rights of any third party, or
- (v) Any viruses, trojan horses, worms, time bombs, cancel bots, spyware or other similar harmful or deleterious programming routines input by You into the Portal or Webpage.
18. GENERAL PROVISIONS
18.1 Changes to Terms and Conditions
We may update this Agreement from time to time and any changes will be notified to you via the email address provided by you in your Account or via a suitable announcement within the Portal, such as a pop up or link to the new terms upon or prior to acceptance of a Booking. The changes will apply to the use of the Portal after we have given notice. If you do not wish to accept the new Terms and Conditions you should not continue to use the Portal and should cease accepting Bookings. If you continue to use the Portal after the date on which the change comes into effect, your use of the Portal indicates your agreement to be bound by the new terms and conditions.
18.2 Partial Invalidity
If any provision of this Agreement becomes or is held to be invalid, unenforceable or illegal for any reason, and in any respect, that provision shall be severed from the remaining terms and conditions which shall continue in full force and effect.
18.3 Governing Law
This Agreement is governed by the laws of Western Australia. You submit to the non-exclusive jurisdiction of the Courts of Western Australia and respective states or territories where accounts are maintained or orders transacted.
18.4 Jurisdiction of Use
The Website and Portal is targeted at Australian Agent Users only. If You are not a resident of or residing in Australia at the time of the use of the Portal, You must not use the Portal as an Agent User, but You may use the Portal as a Buyer User.
18.S Entire agreement
This Agreement supersedes all previous conditions, understandings, commitments, agreements and representations whatsoever whether oral or written, and constitutes the entire agreement, between the parties, relating to the subject matter of this Agreement. The recitals to this Agreement form part of this Agreement and shall be considered in interpreting any other conditions herein.