Terms and Conditions
Last updated: September 16, 2020
Please read these terms and conditions carefully before using Our Service.
Interpretation and Definitions
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of these Terms and Conditions:
- Application means the software program provided by the Company downloaded by You on any electronic device, named Sportsfinda
- Application Store means the digital distribution service operated and developed by Apple Inc. (Apple App Store) or Google Inc. (Google Play Store) in which the Application has been downloaded.
- Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
- Account means a unique account created for You to access our Service or parts of our Service.
- Country refers to: Delaware, United States
- Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to Sportsfinda Inc, 651 N. Broad Street, Suite 206.
- Content refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
- Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
- Feedback means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.
- Goods refer to the items offered for sale on the Service.
- Orders mean a request by You to purchase Goods from Us.
- Promotions refer to contests, sweepstakes or other promotions offered through the Service.
- Service refers to the Application or the Website or both.
- Terms and Conditions (also referred as “Terms”) mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
- Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
- Website refers to Sportsfinda, accessible from https://sportsfinda.com/
- You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.
By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.
You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.
Placing Orders for Goods
By placing an Order for Goods through the Service, You warrant that You are legally capable of entering into binding contracts.
If You wish to place an Order for Goods available on the Service, You may be asked to supply certain information relevant to Your Order including, without limitation, Your name, Your email, Your phone number, Your credit card number, the expiration date of Your credit card, Your billing address, and Your shipping information.
You represent and warrant that: (i) You have the legal right to use any credit or debit card(s) or other payment method(s) in connection with any Order; and that (ii) the information You supply to us is true, correct and complete.
By submitting such information, You grant us the right to provide the information to payment processing third parties for purposes of facilitating the completion of Your Order.
We reserve the right to refuse or cancel Your Order at any time for certain reasons including but not limited to:
- Goods availability
- Errors in the description or prices for Goods
- Errors in Your Order
We reserve the right to refuse or cancel Your Order if fraud or an unauthorized or illegal transaction is suspected.
Your Order Cancellation Rights
Any Goods you purchase can only be returned in accordance with these Terms and Conditions and Our Returns Policy.
Our Returns Policy forms a part of these Terms and Conditions. Please read our Returns Policy to learn more about your right to cancel Your Order.
Your right to cancel an Order only applies to Goods that are returned in the same condition as You received them. You should also include all of the products instructions, documents and wrappings. Goods that are damaged or not in the same condition as You received them or which are worn simply beyond opening the original packaging will not be refunded. You should therefore take reasonable care of the purchased Goods while they are in Your possession.
We will reimburse You no later than 14 days from the day on which We receive the returned Goods. We will use the same means of payment as You used for the Order, and You will not incur any fees for such reimbursement.
You will not have any right to cancel an Order for the supply of any of the following Goods:
- The supply of Goods made to Your specifications or clearly personalized.
- The supply of Goods which according to their nature are not suitable to be returned, deteriorate rapidly or where the date of expiry is over.
- The supply of Goods which are not suitable for return due to health protection or hygiene reasons and were unsealed after delivery.
- The supply of Goods which are, after delivery, according to their nature, inseparably mixed with other items.
- The supply of digital content which is not supplied on a tangible medium if the performance has begun with Your prior express consent and You have acknowledged Your loss of cancellation right.
Availability, Errors and Inaccuracies
We are constantly updating Our offerings of Goods on the Service. The Goods available on Our Service may be mispriced, described inaccurately, or unavailable, and We may experience delays in updating information regarding our Goods on the Service and in Our advertising on other websites.
We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.
The Company reserves the right to revise its prices at any time prior to accepting an Order.
The prices quoted may be revised by the Company subsequent to accepting an Order in the event of any occurrence affecting delivery caused by government action, variation in customs duties, increased shipping charges, higher foreign exchange costs and any other matter beyond the control of the Company. In that event, You will have the right to cancel Your Order.
All Goods purchased are subject to a one-time payment. Payment can be made through various payment methods we have available, such as Visa, MasterCard, Affinity Card, American Express cards or online payment methods (PayPal, for example).
Payment cards (credit cards or debit cards) are subject to validation checks and authorization by Your card issuer. If we do not receive the required authorization, We will not be liable for any delay or non-delivery of Your Order.
Any Promotions made available through the Service may be governed by rules that are separate from these Terms.
When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.
You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Social Media Service.
You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
Your Right to Post Content
Our Service allows You to post Content. You are responsible for the Content that You post to the Service, including its legality, reliability, and appropriateness.
By posting Content to the Service, You grant Us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You retain any and all of Your rights to any Content You submit, post or display on or through the Service and You are responsible for protecting those rights. You agree that this license includes the right for Us to make Your Content available to other users of the Service, who may also use Your Content subject to these Terms.
You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms, and (ii) the posting of Your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
The Company is not responsible for the content of the Service’s users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under your account, whether done so by You or any third person using Your account.
You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:
- Unlawful or promoting unlawful activity.
- Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
- Spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
- Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
- Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
- Impersonating any person or entity including the Company and its employees or representatives.
- Violating the privacy of any third person.
- False information and features.
The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with this Terms, refuse or remove this Content. The Company further reserves the right to make formatting and edits and change the manner any Content. The Company can also limit or revoke the use of the Service if You post such objectionable Content. As the Company cannot control all content posted by users and/or third parties on the Service, you agree to use the Service at your own risk. You understand that by using the Service You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.
Although regular backups of Content are performed, the Company do not guarantee there will be no loss or corruption of data.
Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.
The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.
You agree to maintain a complete and accurate copy of any Content in a location independent of the Service.
Intellectual Property Infringement
We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person.
If You are a copyright owner, or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing to the attention of our copyright agent via email at email@example.com and include in Your notice a detailed description of the alleged infringement.
You may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Content is infringing Your copyright.
DMCA Notice and DMCA Procedure for Copyright Infringement Claims
You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest.
- A description of the copyrighted work that You claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.
- Identification of the URL or other specific location on the Service where the material that You claim is infringing is located.
- Your address, telephone number, and email address.
- A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright 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 copyright owner or authorized to act on the copyright owner’s behalf.
You can contact our copyright agent via email at firstname.lastname@example.org. Upon receipt of a notification, the Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Service.
The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.
The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.
Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.
Your Feedback to Us
You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.
Links to Other Websites
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.
Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.
Limitation of Liability
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven’t purchased anything through the Service.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.
“AS IS” and “AS AVAILABLE” Disclaimer
The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.
For European Union (EU) Users
If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.
United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
Severability and Waiver
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.
Changes to These Terms and Conditions
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
If you have any questions about these Terms and Conditions, You can contact us:
- By email: email@example.com
Sportsfinda Marketplace provides an online platform that allows users to list, sell and purchase sporting products. Listers are also able to promote their products through curated advertising campaigns.
You should read the terms and conditions of this agreement carefully.
This Agreement provides the Lister with the terms and conditions under which “Sportsfinda Marketplace” will list items for sale via its online Marketplace platform (Marketplace Agreement).
In these terms and conditions the words, “Sportsfinda Marketplace”, “Company”, “we”, “our” and “us” refer to AE Global Investments Pty Ltd (ACN 614 967 547) trading as Sportsfinda Marketplace, and includes its directors, employees and agents; and “the Lister”, “you” or “your” means the person, company, association or organisation who accepts these terms and conditions.
By accepting the terms and conditions, the Lister agrees to its obligations under this Agreement and Sportsfinda Marketplace agrees to provide the Lister with the Services.
1.1 In this Agreement these expressions shall have the following meanings, unless otherwise stated:
‘Agreement’ means these terms and conditions as may be amended by us from time to time;
‘Charges’ means the charges set out in Clause 3, calculated at the rates set out in that clause or as published by us from time to time;
‘Commencement Date’ means the date [insert] receives a [subscription fee/application for registration/listing] from the Lister;
‘Intellectual Property Rights’ means all present and future intellectual and industrial property rights of whatever nature (whether or not registered or registrable) including but not limited to all technical information, know-how, copyright, trademarks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights, whether created, written developed or brought to existence by us or you in the provision of the Services.
‘Location(s)’ means Sportsfinda Marketplace’s online platform;
‘Services’ means any services we provide pursuant to this Agreement, as set out in Clause 3;
‘Term’ means the Term from the Commencement Date until its expiration;
‘User’ means a person using the Website; and
‘Website’ and ‘Site’ mean https://sportsfinda.com/.
1.2 If you are contracting with us for the supply of Services directly to a third party then you shall:
(a) procure that such third party shall comply with these Terms; and
(b) indemnify us for any claim, loss, damage or expense incurred by us as a result of any breach of these Terms by such third party.
1.3 On receipt of this Agreement you will tick a box when registering to use the service to signify your agreement as to Services to be provided and the Charges which shall be payable. You acknowledge and agree that no Services will be provided until your Agreement has been unequivocally provided.
2. Overview of Services
2.1 Sportsfinda Marketplace will provide an online platform through which the Lister’s products are presented to Users. As a Lister, you will have the ability to:
(a) Create and maintain a profile;
(b) List goods for sale; and
(c) Advertise to Users.
2.2 Sportsfinda Marketplace offers access to the Service on an ongoing basis once a Lister has registered. There are no subscription fees associated with the Service.
2.3 All information that we provide is supplied in good faith, but we do not guarantee the accuracy or completeness of any information provided by any third party or us. It is not within the scope of our obligations to make enquiries as to the accuracy or completeness of information that we receive from you or any third parties.
2.4 We shall not be obliged to provide any Services that are not described in this Agreement.
2.5 We shall only be obliged to provide the Services through the Site and mobile responsive sites, unless otherwise agreed in writing.
2.6 We shall use our reasonable endeavours to provide the Services.
2.7 We shall use our reasonable endeavours to ensure the Services are provided in a prompt and timely manner.
2.7 We will perform the Services in return for payment of the Charges.
3. How much do we charge for the Services? And how do you, as a Lister, get paid?
3.1 The Sportsfinda Marketplace will receive a 9.5% commission on any sales made through the Service. This charge is due and payable upon the completion of a sale.
3.2 All listings on the marketplace are absolutely FREE.
3.3 Sportsfinda Marketplace uses PayPal to process all transactions between Lister and User. PayPal is also used to process the payment of charges between Lister and Sportsfinda Marketplace, as outlined in clauses 3.1 and 3.2.
3.3 The Charges payable by you pursuant to this Agreement are exclusive of GST at the prevailing rate.
3.4 You shall indemnify us for any loss, liability or cost that we directly or indirectly suffer in relation to any tax other than tax levied under the law of Australia unless that loss, liability or cost is compensated by an increased payment under this Clause.
4. What are your obligations?
4.1 You shall uphold your obligations under this Agreement.
4.2 Your obligations include:
(a) Creation and Maintenance of Profile
The Lister bears the responsibility for creating a profile on Sportsfinda Marketplace’s Platform with a high-resolution portrait style photo and a brief profile summary. Sportsfinda Marketplace reserves the right to make minor adjustments to a Lister’s profile without consent.
The Lister must provide an up date pricing model for any goods or services listed for sale in the Marketplace. Note that this pricing model will be subject to the commission fees and charges outlined in Clause 3.
(c) Defamatory Content
The Lister must not upload any content to Sportsfinda Marketplace that promotes intolerance, racism, illegal behaviour or contains defamatory content.
(d) Interactions With Users
Interactions with Users should be carried out in a manner that celebrates diversity and supports equal rights. No Lister should advocate, support or practice discrimination based on race, religion, age, national origin, language, gender, sexual orientation, or mental or physical handicap. Any complaints of abuse or derogatory behaviour on the part of the Lister will see them removed from Sportsfinda Marketplace. This is a condition of the Agreement and any breach will see the Lister removed from Marketplace.
Listers should be available to provide the Services to Users of the Marketplace as and when they arise. Listers are expected to respond to User’s requests within a 24-hour period.
(f) Search Engine Terms
Listers are encouraged to include a wide range of relevant search terms when Listing an item for sale on the Sportsfinda Marketplace. This is to increase the likelihood that a Listing will be found by online search engines.
4.3 You acknowledge and agree that for us to be able to provide the Services without interruption, at your cost you will:
(a) co-operate with and assist us in the performance of the Services;
(b) promptly provide us with full and accurate information, data and explanations as and when required; and
(c) inform us of any abusive behaviour by any Users of the platform.
4.4 You shall procure all necessary rights from third parties, which are from time to time required in order for us to be able to provide the Services.
4.5 If we are delayed or obliged to spend additional time or incur additional expenses in the performance of any of our obligations under this Agreement, by reason of your acts, omissions, failure to provide information, instructions or perform your obligations under this Agreement, then you shall pay us any additional reasonable costs and expenses incurred by or on our behalf. In this situation any agreed target time specified for the performance by us of any of our obligations shall be extended accordingly.
4.6 It is your obligation to ensure that any written notification we send to you confirming the terms of this Agreement correctly states the information set out in it and if that information changes during the period of this Agreement, you may write to us to request a change to it.
5.1 We will use reasonable care and skill in performing the Services.
5.2 We will investigate any problem or error in any Services, provided that you notify us in writing within seven (7) days following delivery of the Services, giving us all necessary information to be able to investigate the problem, breach or error and limit our liability to the right to re-perform the Service.
5.3 You agree to use your reasonable endeavours to ensure that the information you supply is complete and accurate and notify us in writing if there is any change to the information supplied.
5.4 Except as provided in this Agreement no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Services provided in accordance with this Agreement is given by us, other than as required at law.
5.5 Except as set out in this Clause, we give no further warranties. All implied warranties are hereby excluded.
6. Liability and Exclusions
6.1 Nothing in this Agreement shall in any way exclude or limit either party’s liability to the other for death or personal injury caused by negligence, or liability for fraudulent misrepresentation or for any other liability which by law it is not possible to exclude or limit.
6.2 Our total liability for direct losses or damage in contract, tort, misrepresentation or otherwise arising out of or in connection with this Agreement, or the performance of our obligations under this Agreement or the provision of the Services, shall be limited to the total Charges paid (excluding GST and expenses) by you to us for the Services (as applicable) in the twelve (12) months immediately prior to the event(s) complained of.
6.3 In no event shall either party be liable to the other for loss of profits, goodwill, business or anticipated savings or for any indirect or consequential loss or damage of whatsoever nature, however caused.
6.4 The parties acknowledge that the limitations of liability contained in this Clause are a fair and reasonable allocation of the commercial risk between the parties. The provisions of this Clause 6 will continue to apply after termination or expiry of this Agreement.
7.1 Both parties agree not to use or disclose confidential information relating to or owned by the other, received or disclosed to it by the other party during the term of this Agreement, save for use or disclosure required in order to perform their respective obligations under this Agreement. Disclosure shall be limited to such of the receiving party’s employees, officers, agents or contractors directly involved in performing the receiving party’s obligations.
7.2 The parties agree that information is not to be regarded as confidential and that the receiving party will have no obligation regarding confidentiality where that information is already in the public domain or enters the public domain through no fault of the receiving party, or is received from a third party without any obligations of confidentiality, or is used or disclosed with the prior written consent of the owner of that information, or is disclosed in compliance with a legal requirement, or is independently developed by the receiving party.
7.3 Any confidential information will be returned or destroyed by the receiving party at the prior written request of the owner.
7.4 We will be allowed to refer to you in any publicity after performance of the Services and with your permission, during the Services.
7.5 In the event that the parties execute a separate confidentiality agreement, the terms of that agreement shall prevail.
8. Term and Termination
8.1 The Services will commence on the Commencement Date and will continue in force for the term specified in this Agreement subject to any extension or any earlier termination.
8.2 We may terminate this Agreement (or at our discretion, the supply to you of the Services) at our sole discretion if:
(a) You have provided false or misleading information on the Website; or
(b) If you are offensive or abusive to a User.
(c) [if lister is selling fake goods and breach product copy rights].
Also the sale of poor quality goods
8.3 Either party may terminate this Agreement immediately on notice if:
(a) The other is in breach of this Agreement to a material extent and fails to remedy the breach within fourteen (14) days of being notified of the breach (if it is capable of being remedied); or
(b) The other party is bankrupt, in a voluntary arrangement, in liquidation or receivership or has ceased business or threatened to cease business or is otherwise insolvent.
8.4 On termination of this Agreement for whatever reason, we will be entitled to payment for all Charges properly incurred to the date of termination plus the Charges incurred during the notice period and any Charges specified in this Agreement.
8.5 Either party can terminate this agreement with four weeks’ written notice.
9. Intellectual Property
9.1 You recognise and acknowledge that all Intellectual Property Rights created out of performance of this Agreement immediately and automatically vests with us, and you will take all such steps as practicable to ensure that the Intellectual Property Rights will vest in and remain vested in us.
9.2 We grant you a non-exclusive, non-transferable, revocable, license to use the Intellectual Property Rights owned by us, which have been provided to you to improve the performance of your obligations under this agreement.
9.3 By posting or adding any content to the Service, you grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable right and licence to use that content in any way (including, without limitation, by reproducing, changing, and communicating the content to the public) and permit us to authorise any other person to do the same thing.
10. Situations or events outside our reasonable control
There are certain situations or events which occur which are not within our reasonable control. Where one of these occurs we will notify you of such and attempt to recommence performing the Services as soon as the situation, which has stopped us performing the Services, has been resolved. In such circumstances there may be a delay (sometimes a substantial delay) before we can start or continue performing the Services.
11.1 Any notice required to be given pursuant to this Agreement shall, unless otherwise stated in it, be in writing (includes email communications), sent to the other party marked for the attention of the person at the address specified in this Agreement (or to such other address as either party may from time to time notify to the other in writing in accordance with this Clause).
11.2 A correctly addressed notice sent by post shall be deemed to have been delivered 72 hours after posting, correctly addressed emails shall be deemed to have been delivered 24 hours after sending.
12. Dispute Resolution
12.1 If a dispute arises under or in connection with this Agreement, before resorting to external dispute resolution mechanisms (including court proceedings), the parties must attempt to resolve by negotiation any dispute in relation to this Agreement by referring the matter to a mediator for mediation.
12.2 A mediator must be appointed by the parties, or failing agreement within (15) business days of the dispute first arising, appointed by the President for the time being of the Law Institute of Victoria, or his or her nominee, and whose costs must be paid equally by the parties.
12.3 If the dispute is not settled by the parties within (15) business days of a mediator being appointed, the dispute may be submitted to some alternative dispute resolution mechanisms as may be agreed in writing between the parties.
12.4 Notwithstanding the existence of a dispute, each party must continue to perform its obligations under this Agreement.
12.5 This Clause 12 survives the expiry or termination of this Agreement.
13.1 The Lister agrees to waive, release, discharge and relinquish any and all claims that it has now or may have against Sportsfinda Marketplace which are connected with, arise out of, relate to or are incidental to the use of the Service.
13. 2 The Lister agrees and acknowledges that Sportsfinda Marketplace will not be liable or responsible for any loss or damage suffered by any User due to the actions of a Lister and the Lister will indemnify Sportsfinda Marketplace from and against any and all claims by a User in relation to the content created by the Lister or actions of the Lister.
14.1 Variations to this Agreement will only be effective if in writing and signed by authorised representatives of both parties.
14.2 We may assign, sub-contract, or otherwise transfer any or all of our rights and/or obligations under this Agreement. You may only assign, subcontract, or otherwise transfer any or all of your rights and/or obligations with our prior written consent, which can be refused at our absolute discretion.
14.3 If either party chooses to waive or ignore a breach of the Agreement, then this will not prevent that party from taking action in respect of the same type breach at a future date.
14.4 This Agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement. Neither we, nor you, will have, nor represent that it has, any authority to make any commitments of this kind on the other party’s behalf.
14.5 If any provision of this Agreement is held invalid or unenforceable, such provision shall be deemed deleted from this Agreement and replaced by a valid and enforceable provision which so far as possible achieves the parties’ initial intent. The remaining provisions of this Agreement shall continue in full force and effect.
14.6 This Agreement shall be governed by, and construed in accordance with, the laws in force in Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria.
14.7 This Agreement may be executed in any number of counterparts and all counterparts taken together will constitute one instrument.
14.8 This Agreement and any document expressly incorporated in it contains the whole agreement between us and you in respect of the subject matter of this Agreement and supersedes and replaces any prior written or oral agreements, representations or understandings. The parties confirm that they have not relied on any representation that is not expressly incorporated into this Agreement.