Terms of Use

Terms and Conditions for www.espyconnect.com.au

Accessing the Sites

These terms of use (Terms) cover your access to and use of:

this website www.espyconnect.com.au (including all related mobile applications) (Sites) provided by The Put Institute Ltd trading as Espy Connect (ABN 24 609 980 510) (we, us or our);

any services provided through the Sites (Services), including:

providing a service provider (Provider) member directory (Directory);

providing online resources;

all communications, messaging and advertising platforms and services, including forums, email services, job advertisements, classified advertisements;

facilitating bookings with Providers;

facilitating ratings of Providers; and

such other services that we may provide from time to time.

If you do not agree with all of these Terms including our Privacy Policy, do not access or otherwise use the Sites or the Services or any information or materials contained on the Sites.

Your use of the Sites or the Services means you agree to abide by these Terms.

In addition, when using the Services, you agree to abide by any applicable posted guidelines for such Services, which may change from time to time.

If you object to any of these Terms, any guidelines, or any subsequent modifications thereto or become dissatisfied with the Services in any way, your only recourse is to immediately discontinue use of the Services.

We may change our Services and suspend, terminate or restrict your access at any time if we believe that this is reasonably justified within the Terms.

Eligibility for use

Our Services are only available to individuals (that is, natural persons) and entities that are capable of forming legally binding contracts under applicable law. Your membership is not transferable, unless otherwise agreed by us.

We reserve some parts of the Services exclusively for Providers who are acceptable to us in our sole discretion.

Although we attempt to limit the use of these parts of the Services to such Providers, nothing in these Terms will create any right of action against us for failing to adequately screen potential users or prevent the use of the Sites or the Services by users who are not Providers.

Setting up a Profile on the Directory

The Services that will be provided to you through the Sites depend on the membership level (Membership Level) selected by you.

To use certain Services, such as accessing the Directory, you will need to register with us for an account (Account) to become a member (Member) and create a Profile as set out in more detail on the Sites.

You will need to provide, at a minimum, your name and email address to become a member and set up an Account.

If you wish to register for a Membership Level other than Free Membership, you will need to pay the relevant fees to us and you will also need to provide your credit card details via our third-party payment processor authorize.net (or such other payment processor that we may nominate from time to time) (Payment Processor).

Membership Levels

There are four Membership Levels available through the Sites which provide the following Services:

Free Membership

Free Membership permits:

you to create a basic Profile on the Sites listing your name, contact details and other basic information as permitted by us in our sole discretion;

your Profile to be searchable on the Sites, through the Directory, including by proximity to the user;

you to link to your website from your Profile (you are only permitted to link to one website);

the location of your business to be accessible via Google maps on your Profile;

you to post reviews or ratings about any third party goods or services on the Directory (Review); and

you to view articles, audio files, classified advertisements, coupons, event information, job advertisements, photos, videos and products and such other materials that we permit from time to time for this Membership Level on the Sites.

Free Membership does not permit:

you to link sub accounts to the primary Account;

you to link to your social media pages from your Profile;

Reviews to be posted to your Profile by third parties in respect of your goods or services;

your Profile to be searchable via internet search engines;

you to include details such as your logo, photo and other information about you or your goods or services on your Profile; or

you to send or receive emails or messages using the Services.

Basic Membership

Basic Membership permits:

you to use all of the Services provided for Free Membership as described in section 4(a)(i)(A);

you to include your logo, photo and other information about you or your goods or services on your Profile;

your Profile to be searchable via internet search engines;

Reviews in respect of your goods or services to be posted to your Profile by other Members;

you to link to your social media pages from your Profile;

you to send and receive emails and messages via the Sites;

you to post articles and videos to the Sites; and

you to access or post such other materials that we permit from time to time for this Membership Level on the Sites.

Basic Membership does not permit you to link sub accounts to the primary Account.

Pro Membership

Pro Membership permits:

you to use all of the Services provided for Free Membership and Basic Membership as described in sections 4(a)(i)(A) and 4(a)(ii)(A);

you to access such other materials that we permit from time to time for this Membership Level on the Sites; and

you to link up to 10 sub accounts to your primary Account.

Premium Membership.

Premium Membership permits:

you to use all of the Services provided for Free Membership, Basic Membership and Pro Membership as described in sections 4(a)(i)(A), 4(a)(ii)(A) and 4(a)(iii)(A);

you to post articles, audio files, classifieds, coupons, event details, job advertisements, photos, products and videos to the Sites and such other materials are we permit from time to time for this Membership Level on the Sites; and

you to link an unlimited number of sub accounts to your primary account.

The Sites provide further details relating to the Services which are available for each Membership Level.

We may add further features relevant to your Membership Level from time to time. Please check the Sites from time to time to see additional features.

If we need to remove any features relevant to your Membership Level at any time, we will use reasonable endeavours to notify you in advance.

Fees and charges

Basic Membership, Pro Membership and Premium Membership are all subject to the payment of the relevant fees by you. We reserve the right to charge fees for any other Services at any time, at our discretion.

You agree to pay all applicable fees and taxes to us in connection with the relevant Membership Level selected by you in accordance with these Terms, by one of the methods described on the Sites, such as via our Payment Processor or credit card.

Depending on the Membership Level being requested, our fees and charges may be:

recurring and charged on an ongoing monthly or annual basis, payable to us monthly or annually in advance as directed by us; or

as otherwise directed by us in accordance with these Terms.

Unless otherwise specified in these Terms, such fees and charges must be paid by you on submission of the relevant application form or request. Your application for a specific Membership Level will not be successfully submitted until we receive the relevant fees and charges.

Unless otherwise stated, all fees and charges are in Australian dollars.

The fees are exclusive of goods and services tax (GST) where applicable. You are responsible for paying all relevant taxes in respect of your receipt of the Services.

To pay for a Service, you will need to provide billing information such as name, address and credit card information either to us or to our Payment Processor.

You hereby authorise the collection of such payments by charging the credit card provided when you request the Service, either directly by us or indirectly, via a Payment Processor or by any other payment method described on the Sites.

If you are directed to a Payment Processor, you will be subject to its terms and conditions and privacy policy. Please review such terms and conditions and privacy policy before using the Payment Processor's services.

Once your transaction is complete you will receive an automatically generated invoice by email detailing the transaction, including the GST amount in respect of the fees.

If we do not receive payment of any of your fees within the relevant period requested by us, without prejudice to our other rights, we reserve the right to restrict your access to any of our Services, downgrade your Membership Level or terminate the Services to you, without further notice to you.

If a payment is due from you, but your credit card on file in no longer valid or active, we may attempt to contact you to determine updated account information. We will wait thirty (30) days before cancelling your Account.

We will provide you with reasonable notice (at least 14 days' notice) in writing of any new fees or changes to existing fees prior to commencing charging such fees. Your continued use of such Services, after the expiry of the 14 day period, will constitute your acceptance of such amendments to our fees.

If you do not agree to our new or amended fees, then you must notify us of such, within 10 days of the date that we issue a notification to you relating to a change in our fees. We will then immediately terminate the provision of such Services to you.

You may upgrade Membership Levels to a higher Membership Level (e.g. from Basic Membership to Pro Membership) by selecting the 'upgrade' button on your Member dashboard on the Sites and on payment of the relevant fees for the new Membership Level.

If you wish to downgrade Membership Levels to a lower Membership Level (e.g. from Pro Membership to Basic Membership), you must provide us with 30 days' prior notice in writing of your intention to downgrade. You must pay all outstanding fees payable for the higher Membership Level before we permit your Membership Level to be downgraded to a lower Membership Level.

Refunds

To the extent permitted by law, we do not provide any refund of fees paid in connection with the Services.

GST

In this section 6, GST Law has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth), and terms used which are not defined in this document, but which are defined in the GST Law, have the meanings given in the GST Law. Unless stated otherwise, all consideration provided under this document is exclusive of GST. If GST is payable by the party making the supply (supplier), the recipient must, upon receipt of a tax invoice from the supplier, pay the supplier an amount equal to the GST payable on that supply.

Your rights and obligations in respect of your Account and your Profile

You are responsible for who has access to you your Account and all activity on your Account, including all payments made through your Account or any use of your Account details.

You must keep your Profile as accurate, complete and up to date as possible. We reserve the right to suspend or terminate your Account or Profile if the information provided is inaccurate, incomplete or misleading at any time. We will use reasonable endeavours to provide you with prior notice before suspending or terminating your Profile or Account under this section 7(b).

You are responsible, at your cost, for obtaining all consents, licences and permissions necessary in respect of or in connection with the Services and you agree to provide evidence of such consents, licences and permissions to us on request.

You warrant that, where relevant, you have a valid ABN and are registered for GST.

You must keep your password and username, to access the Sites and to use the Services, safe and secure. Do not disclose your passwords to third parties.

If your contact details change, you are responsible for notifying us of such changes.

Your Content

Once you have created an Account, depending on your Membership Level, you may be permitted to upload or transmit information, documents such as articles, advertisements and classifieds, postings, messages, text, files, images, photos, video, audio or other materials which may be of interest to other users of the Sites or provide Reviews via the Directory or otherwise on or through the Sites (Your Content).

If you provide Your Content, it will be stored and may be displayed on the Sites unless you notify us that you want Your Content to remain private.

We decide whether to publish, edit, delete, block, reject, take down or remove any part or all of Your Content. We are not obliged to monitor, pre-screen, approve or independently verify Your Content or to edit, delete or refuse to post or transmit any of Your Content.

You are entirely responsible for each individual item of Your Content that you post, email or otherwise make available via the Services.

If you request our assistance to post Your Content, or if you imply consent that we may post Your Content on your behalf, either by written or oral means, or you fail to inform us that any Content should be removed, you are equally responsible for such Content.

We are not responsible or liable for the content of any material (including but not limited to Your Content) posted, emailed to or otherwise made available through the Sites by us or by third parties which is defamatory, offensive, obscene, inaccurate, misleading, incomplete, harmful, unlawful, pornographic or which in any way infringes a third party rights, including but not limited to intellectual property rights.

You retain all intellectual property rights in Your Content. Subject to section 8(h), you grant us a non-exclusive, royalty free, worldwide licence to use, modify, transmit, communicate to the public, reproduce and sublicense Your Content in any form, including on the Sites and in any print or electronic publication.

The licence granted by you under section 8(g) in respect of Your Content can be terminated by you:

generally if you terminate your Account; or

in respect of specific content forming part of Your Content, if you delete any such content from the Sites,

but you acknowledge that the termination of this licence does not apply to:

any of Your Content which you have already shared with others through the Sites and they have copied it, shared it or stored it; or

all backup copies of Your Content already stored on our systems, to the extent that such copies may remain on our systems.

We acknowledge that you own Your Content and may make it available to any third party at your discretion.

You consent to us doing or omitting to do any and all acts in relation to Your Content that would otherwise infringe any past, existing or future moral rights in Your Content. You waive any rights you may have to take action against us in relation to any act or omission which would otherwise infringe any past, existing or future moral rights in Your Content.

You warrant that Your Content is your original work and you own all rights in relation to Your Content. You indemnify us against any action, claim or proceedings alleging that Your Content infringes the rights of any person, and any cost, charge, expense, payment, loss, damage or liability suffered or incurred by us in connection with the foregoing.

You agree not to post or provide any of Your Content that contains the name, voice or likeness of any person other than yourself unless you first obtain permission to do so, and to grant to us the rights granted in these Terms, from that person.

If you identify yourself when you contribute to any material posted or made available through the Sites in any way, including via any public forums, blogs or emails, by name or provide a picture or audio or video recording of yourself, you irrevocably authorise us and our affiliates, and licensees, to reproduce, print, publish and disseminate in any format or media (whether now known or hereafter created) Your Content or any part thereof, including your name, voice, image and likeness throughout the world and you waive any and all claims against use of a right of publicity for your image or likeness throughout the world by providing Your Content.

To the extent permitted by law, we will not be liable to you in respect of any loss or damage which you may suffer or incur or which may arise directly or indirectly in connection with your supply of Your Content or loss of any of Your Content via our Sites or the Services including the Directory or to our blogs, or the subsequent use of Your Content by us or any third parties.

We reserve our right (but without the obligation) to refuse to post or transmit or to delete, remove or alter any of Your Content (in whole or in part), the transmission or the posting of which would, in our sole discretion, violate these Terms, or any right of any person or constitute an offence or a breach of any of our policies or guidelines, notice or other requirement of ours or for any other reason.

You acknowledge that we may display advertisements and promotions on the Sites and you agree that we may place such promotions, advertisements, sponsored links on the Sites on, or about or in conjunction with Your Content at any time without notice or payment to you.

You acknowledge that the Sites and the Services do not comprise a backup or storage service for Your Content and you are responsible for Your Content.

Your rights and obligations in respect of your use of the Sites and the Services

You may view and download and/or print any of the content on the Sites, including all text, graphics, images, audio or visual materials, information or any other materials on the Sites (Content) that we have expressly permitted may be printed or downloaded on your personal computer, laptop, smart phone, tablet, PDA or other similar device, to avail of our Services or for use in a personal and non-commercial capacity.

You agree that you will not:

alter or remove any copyright, trade mark or other proprietary notice of ours or of any other entity or person on the Sites or the Content; or

modify or edit the Content or publish, sell or license any Content, including, but not limited to, making the Content available on any other website; or

to the maximum extent permitted by law, reverse engineer, translate, adapt or modify any software used in connection with the Sites; or

create any links from any other website to the Sites without our express prior written permission; or

use any Content on the Sites for any commercial purpose other than as permitted by us; or

use any robot, spider, data mining tools, other automatic device or manual process to monitor, download or copy any Content without our prior written consent; or

post irrelevant Content or repeatedly post the same or similar Content; or

post to the Sites or transmit to us any content that contains viruses or other harmful computer code, files or programs designed to interrupt, limit or destroy the functionality of any computer software or hardware; or

use any device, software or routine to interfere or attempt to interfere with the proper working of the Sites of the Services or to gain unauthorised access to the Sites, the Services or our computer systems or any activity that disrupts, diminishes the quality of, or interferes with the performance or functionality of the Sites or the Services; or

collect any personal information about other users for commercial or unlawful purposes;

use the Services to send any emails or communications to any third party which constitute or contain 'affiliate marketing', 'junk mail', 'spam', 'chain letters', 'pyramid schemes', 'unsolicited commercial electronic messages' as defined in the Spam Act 2003 (Cth) (or any amendments to or replacements of this legislation) or which otherwise breach this act; or

contact anyone who has asked not to be contacted; or

use any form of automated device or computer program that enables the submission of Your Content on the Sites without such of Your Content being manually entered by the author thereof (an “automated posting device”), including without limitation, the use of any such automated posting device to submit Your Content in bulk, or for automatic submission of Your Content at regular intervals; or

take any action that imposes an unreasonable or disproportionately large load on the Sites' infrastructure.

You must not:

upload, post or email or otherwise make available any materials or Your Content through the Sites; or

use the Services,

for purposes which:

are obscene, offensive, defamatory, discriminatory, inaccurate, fraudulent, false, misleading or deceptive or likely to be false, misleading or deceptive, unlawful, harassing, libellous; or

are pornographic, or which display sexual activity or expose sexual organs unfitting for the Services; or

promote violence or are hateful or discriminatory towards an individual or group of individuals, including on the basis of gender, religion, sexual orientation, race, ethnicity, disability or age; or

advertise, promote or offer for sale any illegal goods or services; or

violate any federal, State or Territory laws relating to equality or equal employment opportunity, including, but not limited to statements made in job advertisements and classifieds available on the Sites; or

impersonate any person or entity including us or our employees; or

are harmful to minors; or

constitute advertisements or solicitation in areas of the Sites which are not designated such activity; or

which in any way infringe any third parties' rights, including their intellectual property rights and privacy rights; or

circumvent storage space limits.

Intellectual property

All intellectual property rights in:

all Content and other information included on the Sites; and

the arrangement of the Content on the Sites,

are owned by us or our licensors.

No duplication, public transmission, modification, deletion or reproduction of the Content may be made without our permission except for printing and storage for personal use or other specific use permitted under copyright law.

If your Membership Level so permits, we will grant you a limited, revocable, non-transferable licence to use such logos as we notify to you for the term of these Terms and in accordance with our instructions. We may terminate such licence at any time, at our sole discretion.

Any use of the trade marks, logos, product or service names appearing on our Sites, without permission from us or the relevant rights holder, is prohibited except where specific use is authorised under trade mark law or other laws.

Posting Agents

A “Posting Agent” is a third-party agent, service, or intermediary that offers to post Content to the Services on behalf of others. To moderate demands on our resources, you may not use a Posting Agent to post Your Content to the Sites without express permission or license from us.

Posting Agents are not permitted to post Content on behalf of others, to cause Content to be so posted, or otherwise access the Services or the Sites for any reason including to facilitate posting Content on behalf of others, except with express permission or license from us.

Limitations on Services

You acknowledge that we may establish limits concerning use of the Services, including the maximum number of days that Content will be retained on the Sites, the maximum number and size of postings, email messages, or other Content that may be transmitted or stored by the Services, and the frequency with which you may access the Sites.

You agree that we have no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Services. You acknowledge that we reserve the right at any time to modify or discontinue the Services (or any part thereof) with or without notice, and that we will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

No professional advice

The information provided on the Sites is provided for general information purposes only and does not constitute professional advice. You must exercise independent skill and care in selecting any of the services referred to on, or made available through, the Sites or the Services.

The Sites and the Services aim to provide you with clear and succinct information. However, if you misinterpret such information, we are not liable in any way for any such misinterpretation. Please contact us if you need to clarify something.

The Services

We do not give any advice as to the appropriateness or suitability of the Services or any Provider's goods or services for you. It is solely your responsibility to ensure that the Services you obtain through the Sites, including any Provider's goods or services meet your requirements.

We do not recommend or endorse any third parties' products or services which are referred to on the Sites, including on the Directory or any advertisements or Profiles.

By registering for any of our Services, you warrant that the information you supply, on submitting each registration application is, to the best of your knowledge, accurate, complete and up-to-date. It is your responsibility to inform us of any changes to that information.

We may at any time request a form of identification to verify your identity or the identity of other relevant persons in connection with our Services.

Neither we (nor any of our authorised representatives) will be liable for any charges or other damages or loss arising in connection with any incorrect information provided by you.

You understand that we do not control, and are not responsible for third party Content made available through the Services (including the content of or any representations made in any Profile or advertisement appearing in the Directory or otherwise on or through the Sites or the Services).

You acknowledge that by using the Services, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable.

Comparing Providers

In comparing Providers and their goods or services, always read all relevant information provided by such Providers before making any decision to obtain their goods or services.

We do not guarantee that any Provider's goods or services can be provided to you.

If you make an inquiry about any Provider's goods or services through the Sites, you will deal directly with the relevant Provider.

If you want to obtain any Provider's goods or services, using:

information contained in a Profile;

a link to the relevant Provider's websites; or

other contact details for a Provider available on the Sites,

you will do so through the relevant Provider's call centre or website and we will not have any involvement.

The Providers listed on the Sites are not representative of all products or services in the market that may be relevant to you.

Reviews

Members are permitted to post Reviews of Providers on the Sites subject to these Terms.

You must not post a Review about a Provider or its products or services if you are related in any way to the Provider or one of its competitors, including as a familial relative, employee, contractor, officer or director of the Provider or its competitor.

By posting a Review, you confirm that your Review:

is accurate, honest and complete;

is based upon your first-hand experience with the Provider or its product or service; and

is not defamatory, or otherwise in violation of our Terms, as determined by us in our sole and absolute discretion.

You are not permitted to delete Reviews from your Profile. If a Review is disputed or if you consider it to not be valid, then please see section 26 of these Terms.

Accuracy of information

We are providing the Sites, the Content and the Services on an “as is” basis. While we try to keep the information on the Sites as accurate, complete and up to date as possible, we do not represent or make any warranty in respect of the accuracy, reliability, completeness, timeliness, currency or performance of the Services or any of the Content, contained in or distributed through, or linked, downloaded or accessed from the Sites or the results obtained from using the Sites or the Services.

Availability of the Sites and the Services

While we try to ensure that the Sites and the Services, including the Content, functionality, performance and features are available continuously, we do not represent or warrant that access to the Sites, or that emails to or from the Sites will be secure, error free, uninterrupted or timely or that the Sites or the related server are free of viruses, bugs or other harmful applications or interference. You are responsible for implementing sufficient procedures and virus checks to satisfy your own requirements.

We will use reasonable efforts (but do not guarantee) to provide advance notice, to our registered users, by email (to the email address on our records) of any scheduled unavailability of the Sites or any of our Services, for maintenance, updating or any other reason. We are unable to provide advance notice of any unscheduled unavailability of the Sites or where urgent repairs or patches are required.

We may suspend your access to the Sites without prior notice due to maintenance, system failure, repair or any other reason beyond our control.

Privacy

Any communication or material sent by you to or through the Sites by electronic mail or otherwise, including any data, questions, comments or suggestions, are and will be treated as non-confidential, except to the extent that any such communication or material or any part of it comprises personal information as defined in the Privacy Act 1988 (Privacy Act).

Our Privacy Policy, which forms part of these Terms, applies to any personal information collected by us from users of our Services and the Sites.

As set out in our Privacy Policy, we may disclose your personal information overseas, including to the United States of America.

While we usually require our overseas contractors to comply with the Australian Privacy Principles, overseas recipients of your personal information are not subject to Australian law, including the Privacy Act and the Australian Privacy Principles. The laws applying to such overseas recipients may differ from Australian laws and may apply a greater or lesser standard of protection for your personal information.

By accepting these Terms, you:

consent to the disclosure by us, of your personal information overseas in accordance with our Privacy Policy; and

acknowledge that we will not be accountable under the Privacy Act for such disclosure and that you will not be able to seek redress under the Privacy Act.

Confidential Information

In this section 19, Confidential Information means information disclosed by or on behalf of one party (Discloser) to the other party (Recipient) or relating to one party (Discloser) of which the other party (Recipient) becomes aware, during the term of these Terms, including:

information designated as confidential by the Discloser; and

any other information which by its nature should reasonably be considered to be confidential information of the Discloser or of a person to whom the Discloser owes a duty of confidence.

Confidential Information may be provided in writing, electronically, verbally or otherwise. Confidential Information does not include any information which the Recipient can prove either is in the public domain or was known by the Recipient at the time of disclosure, other than through a breach of these Terms.

The Recipient must:

subject to sections 19(c) and 19(d), keep confidential and not disclose to any person any Confidential Information;

not use or permit the use of any Confidential Information for any purpose other than that contemplated by these Terms, unless authorised by a separate agreement between the parties; and

establish and maintain comprehensive security measures to ensure that all Confidential Information in its possession, custody or control is secure at all times. Without limiting this obligation, the Recipient must keep all Confidential Information no less secure than its own confidential information.

The Recipient may disclose Confidential Information as expressly required or permitted by these Terms (if applicable); or to its employees, professional advisors or consultants; or with the written consent of the Discloser; or to the extent required by law, by an order of a court or of a regulatory body or by the listing rules of the ASX Limited.

If the Recipient is required to disclose any Confidential Information, it must notify the Discloser and if possible, give the Discloser a reasonable opportunity to take any steps it considers necessary to protect the confidentiality of the Confidential Information, prior to disclosing such Confidential Information.

On termination of these Terms, the Recipient must, on the request of the Discloser, unless otherwise required by law, immediately:

at the Discloser's choice, either return to the Discloser or destroy all documents in the possession, custody or control of the Recipient containing any Confidential Information;

delete the Confidential Information from any computer system or other device operated, controlled by or which may be accessed by the Recipient; and

confirm by notice in writing to the Discloser that this section 19(e) has been complied with.

Indemnity

You indemnify us (including our officers, directors, agents, subsidiaries, affiliates, service providers, suppliers and employees, successors, assigns and employees) against any claim or demand, including legal fees and costs, made against us by any third party due to or arising out of your breach of these Terms, or your infringement of any law or the rights of a third party in the course of using our Services, including in respect of or in connection with any of Your Content.

Limitation of liability

Your use of the Sites and our Services is at your own risk. You assume full responsibility and risk of loss resulting from your uploading, downloading, use of, access to or reliance on any Content posted, emailed, available on or through the Sites, or any contact you have with other users of the Sites or any Providers.

Subject to any condition, warranty or right implied by, or any statutory consumer guarantee contained in, any law (including the Competition and Consumer Act 2010 (Cth)) which cannot by law be excluded by agreement:

we give no warranties, and you have no other rights, apart from those expressly set out in these Terms; and

all implied conditions, guarantees, warranties and rights are excluded.

We exclude, to the maximum extent permitted by law, any liability which may arise as a result of your use of the Content, the Sites and the Services. Where liability cannot be excluded, any liability incurred by us is, to the extent permitted by law, limited as provided and as per our option under section 64A of the Australian Consumer Law in Schedule 2 to the Competition and Consumer Act 2010 (ACL).

Subject to the provisions of sections 21(b) and 21(c) of these Terms and despite any implication arising from any other provisions of these Terms, we are not, and will not be, liable to you in contract, in tort (including negligence), under any statute (to the extent permitted by law) or otherwise for, or in respect of, any:

direct or indirect or consequential loss, costs or damage; or

loss of profits, sales, turnover, reputation (or damage to it), production, anticipated savings, goodwill, business opportunities, customers, software or data, or loss of use of any software or data, or loss under, or in relation to, any other contract;

in each case, whether of a direct, indirect or consequential nature,

suffered by you or any other person in connection with any use or misuse of the Sites, the Services or the Content, including but not limited to:

if caused by any computer virus including a virus passed from the Sites to your computer or other device or any third party computer; or

loss of online connection to the Sites, the Services, the Content or interruption to access to the Sites, the Services or the Content; or

suspension, modification, alternation or termination of the Sites or the Services; or

loss or damage incurred by reason of other services or products obtained through or advertised in connection with the Sites or the Services or any links on the Sites or the Services and any information or advice received through or advertised in connection with the Sites or the Services.

We do not guarantee the quality, safety or legality of, any Content, the truth or accuracy of the descriptions of any goods or services offered for sale, the right of the Providers or other sellers to sell or license any such goods or services, or the ability of any buyer to purchase any such goods or services.

The Services are designed for experienced persons accustomed to buying or acquiring goods and services based on photographs and/or descriptive text. It is not possible for us to verify information provided by Providers relating to their products or services.

You agree that we will not be responsible or liable for any loss or damage of any sort incurred as the result of any dealings between users of the Services. If there is a dispute between users of the Services, or between users and any third party, you understand and agree that we are under no obligation to become involved. If you have a dispute with one or more other users, you hereby release us, our officers, employees, agents, assigns and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or our Sites and the Services.

We disclaim any warranties relating to other services or goods received through or advertised on the Sites or through the Services, or accessed through any links on the Sites of the Services, including, without limitation, any warranty:

with respect to title to or delivery of any goods or services;

with respect to Intellectual property rights in any goods or services; or

that any goods or services conform to its description.

No advice or information obtained by you from us in any form or through the Services, will create any warranty not expressly stated in these Terms.

Subject to this section 21 and despite any implications arising from any other provisions of these Terms, our total liability in contract, in tort (including negligence), under statute (to the extent permitted by law) or otherwise for, or in respect of, any direct loss or damage arising out of any breach or other act or omission in connection with these Terms, together with any amounts payable under obligations of indemnity, restitution or other entitlements of yours to compensation, will not exceed the fees paid by you to us in the 12 month period prior to the event giving rise to the liability or $100 if no such payment has been made, as applicable.

Any reliance you place on, or any act done based on or in response to, the Content, the Services or the Sites will be at your own risk. You indemnify us against any loss or damage of any kind suffered by you in relying on the Content, the Services or the Sites.

Third Party Content and Sites

The Sites and Content available through the Services, including Your Content may contain features and functionalities which may link you or provide you with access to third party content, websites, applications, software, programs, databases, information, systems, networks, servers, directories, products or services or other content available on the internet, which are not under our control or maintained by us, or Content provided by third parties. including the Providers' Profiles on the Sites and other information on the Directory (collectively, Third Party Content and Sites).

Your interactions with Providers or other organisations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such Providers, organisations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.

We are providing these links to you only as a matter of convenience and, to the maximum extent permitted by law, we will not be responsible for the content of such Third Party Content and Sites.

Any link to Third Party Content and Sites does not imply that:

the Third Party Content and Sites is in any way affiliated with us;

the Third Party Content and Sites are legally authorised to use our trade marks, trade names, logos or copyright; or

we are legally authorised to use the trade marks, trade names, logos or copyright of the Third Party Sites.

We take no responsibility for any Third Party Content and Sites accessed via the Sites. Nor do we make any representations, warranties or undertakings in respect of the content available on or through any Third Party Content and Sites.

If you decide to link to a Third Party Content and Sites, you leave our Sites at your own risk.

Access to the Sites and the Services

We grant you a limited, revocable, non-exclusive licence to access the Sites and use the Services for your own personal use.

The licence referred to at section 23(a) does not include any collection, aggregation, copying, duplication, display or derivative use of the Sites or the Services nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose unless expressly permitted by us, other than general purpose internet search engines and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to the Sites, provided they each do so from a stable IP address or range of IP addresses using an easily identifiable agent and comply with our robots.txt file.

For the purposes of section 23(b) “General purpose internet search engine” does not include a website or search engine or other service that specialises in classified listings or in any subset of classified listings, or which is in the business of providing classified advertisement listing services.

We do not permit you to display on your website, or create a hyperlink on your website to, individual postings on the Sites, unless you have received prior written consent from us. You may create a hyperlink to the home page of the Sites, so long as the link does not portray us, our employees, or our affiliates in a false, misleading, derogatory, or otherwise offensive matter.

We may offer various parts of the Services in RSS format so that users can embed individual feeds into a personal website or blog, or view postings through third party software news aggregators. We permit you to display, excerpt from, and link to the RSS feeds on your personal website or personal web blog, provided that:

your use of the RSS feed is for personal, non-commercial purposes only;

each title is correctly linked back to the original post on the Sites and redirects the user to the post when the user clicks on it;

you provide, adjacent to the RSS feed, proper attribution to ESPY CONNECT as the source;

your use or display does not suggest that we promote or endorse any third party causes, ideas, websites, products or services;

you do not redistribute the RSS feed; and

your use does not overburden our systems.

We reserve all rights in the content of the RSS feeds and may terminate any RSS feed at any time.

Use of the Sites or the Services beyond the scope of authorised access granted to you by us immediately terminates such permission or licence.

You must obtain a written consent from us that has been signed by one of our authorised representatives if you wish to collect, aggregate, copy, duplicate, display or make derivative use of the Sites or the Services or any Content made available via the Sites or the Services for other purposes (including commercial purposes) not stated in these Terms.

Termination

We reserve the right to delete or deactivate your Account, block your email or IP address, or otherwise immediately terminate your access to or use of the Sites, the Content or the Services (or any part thereof), if:

your business ceases trading or becomes insolvent; or

you are in breach of these Terms and, if the breach is either incapable of remedy or if capable of remedy, you do not rectify the breach after receiving 14 days' notice from us to do so; or

there is a change in control, ownership or management of your business, where "control" includes the ability to determine the outcome of your financial or operating policies; or

you sell or otherwise dispose of substantially all of your business assets to a third party; or

you fail to make any payment within 14 days of the last payment date.

We may otherwise delete or deactivate your Account, block your email or IP address, or otherwise immediately terminate your access to or use of the Sites, the Content or the Services, in our sole discretion, upon reasonable notice, which will not be less than 7 days.

We will not be liable to you or any third-party for any termination of your access to the Sites, the Content or the Services. You agree not to attempt to use the Sites, Content of the Services after termination pursuant to these Terms.

If we terminate these Terms with you for any reason other than the reasons in section 24(a), we will refund such portion of fees for the Services paid by you up to the date of termination on a pro rata basis for the portion of the relevant billing cycle remaining.

If you terminate these Terms with us for any reason or if we terminate the Terms with you under section 24(a), then any fees paid by you prior to termination are not refundable to you and you must pay all outstanding fees due to us for the Services provided up to the date that the Terms terminate.

On termination or expiration of these Terms with you for any reason:

you agree to promptly return, delete or destroy (at our option) our Confidential Information and any materials provided by us to you during the term of these Terms;

we agree to promptly return, delete or destroy (at your option) your Confidential Information and any materials provided by you to us during the term of these Terms;

you will not have access to your Account or Profile, including Your Content which was submitted by you during the term of these Terms up to the date of termination or expiration;

you will delete any links to the Sites from your websites; and

you will immediately cease use of our intellectual property, such as our trade marks and will remove any trade marks from all of your materials, including your online properties.

Modification to Terms

We may amend these Terms and any of our other guidelines or policies relating to the Sites, at any time, at our discretion and without notice. Any such amendments are effective upon being published on the Sites or as otherwise notified.

You are responsible for reviewing these Terms and our other guidelines or policies regularly. Continued use of the Sites and our Services after any such amendments constitutes your consent to such amendments.

Notification of claims and infringement

To report undesirable posts, emails, blogs, invalid or disputed Reviews or other Content on the Sites, or to bring to our attention users who may not be complying with these Terms, or if you believe that your intellectual property rights have been infringed, please email us at info@espyconnect.com.au and include the reference "Reporting breach of Terms" in the subject line and provide us with full information relating to the infringement or breach of the Terms, including:

any relevant screenshots;

your name, address, telephone number and email address; and

if claiming infringement of intellectual property rights:

details of the relevant intellectual property rights including, if in respect of pending or registered rights, details of the registration, including the registration or application number of the relevant intellectual property right;

evidence of your ownership in the intellectual property rights which you believe to be infringed; and

a statement that you have a good faith believe that the disputed use is not authorised by you or the relevant owner of the intellectual property rights and that you are either the owner or the licensee of such intellectual property rights.

We may request further information from you with respect to your claim, at our discretion.

Do not post your grievances on the Sites.

We will investigate all claims, including, where relevant, contacting the Member who submitted the Reviews or the user who is alleged to have breached the Terms and request further information from such Members as relevant.

Our decision with respect to any dispute or claim made under this section 26, will be at our sole discretion and is final.

Notices

You acknowledge that we may provide any notices in connection with these Terms in any of the following ways:

by email to the address that you provide to us;

by banner notice on the Sites; or

by any other means, including by mail, telephone or by SMS to your phone.

General

If any provision or part of these Terms is for any reason declared invalid or unenforceable, the validity of the remaining portion is not to be affected and the remaining portion is to remain in full effect.

These Terms record the entire agreement between you and us in relation to your use of the Sites, the Content and the Services.

We do not waive a right or remedy in connection with these Terms if we fail to exercise its right or remedy or only partially exercises the right or remedy or delay in exercising the right or remedy.

A waiver is effective only if in writing and signed by or on behalf of the party to be bound and is effective to the extent that the party giving it expressly states in writing.

You must comply with all laws in connection with the Services, including the Privacy Act, the Spam Act and the ACL.

You may not assign these Terms to any third party without our prior written consent, which may be withheld at our discretion. We may assign these Terms to a third party at any time on providing prior written notice to you.

These Terms are governed by the laws of New South Wales, Australia. You submit to the jurisdiction of the courts of that State.

Updated 3 May 2016