User Agreement

THE FOLLOWING DESCRIBES THE TERMS ON WHICH WHATS ON WHERE OFFERS YOU ACCESS TO OUR SERVICES.

Welcome to Whatsonwhere's User Agreement. This Agreement describes the terms and conditions that govern your use of our services at http://whatsonwhere.com.au/ (the "Site").

You must read, agree with and accept all of the terms and conditions contained in this User Agreement and the Privacy Policy, which include those terms and conditions expressly set out below and those incorporated by reference, before you may advertise on whatsonwhere. We strongly recommend that, as you read this User Agreement, you also access and read the information contained in the other pages and websites referred to in this document, as they may contain further terms and conditions which apply to you as an whatsonwhere advertiser.

By accepting this User Agreement, you also agree to be bound by the User Agreements and posted terms and conditions on other whatsonwhere websites to the extent that you use those websites.

We may amend this Agreement at any time in our discretion by posting the amended terms on our Site. The fact that amendments have been made to the User Agreement will also be notified on our Announcements Board. Except as stated below, all amended terms shall automatically be effective 30 days after they are initially posted on our Site. If you do not agree with such changes, you must terminate your membership of whatsonwhere. This Agreement may not be otherwise amended except in writing signed by you and whatsonwhere. This agreement is effective on the earlier of your registration date.

1. Advertiser Eligibility.

Our services are available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to persons under 18 years of age or to temporarily or indefinitely suspended whatsonwhere members. If you do not qualify, please do not use our services. Further, your whatsonwhere account (including feedback) and User ID may not be transferred or sold to another party.

2. Fees and Services.

Joining and basic advertising on events at whatsonwhere is free. We may change our Fees and Credits Policy and the fees for our services from time to time. Our changes to the policy are effective after we provide you with at least fourteen (14) days' notice of the changes by posting the changes on the announcements board. However, we may choose to temporarily change our Fees and Credits Policy and the fees for our services for promotional events (for example, free listing days) and such changes are effective when we post the temporary promotional event on the announcements board. We may in our sole discretion change some or all of our services at any time. In the event we introduce a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in Australian Dollars. You are responsible for paying all fees associated with using our service and our Site and all applicable taxes (including any goods and services or value added taxes, which will be added to amounts billed to you).

3. Information control

We send you communications and notices regarding your transactions and your account on our Site. Our communications do not represent any endorsement, guarantee or legitimisation of your transactions. You are responsible for the status and complying with all relevant legal obligations). We do not control, endorse or approve the advertising, information or content provided by other users which is made available through our system. You may find other users' information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and when using our Site. Please note that there are also risks of dealing with underage persons or people acting under false pretence.

4. Listing Description.

You must be legally able to advertise the item(s) you list on our Site. Your listings may only include text descriptions, graphics, pictures and other content relevant to the event advertised. All listed items must be listed in an appropriate category.

5. Fraud.

Without limiting any other remedies available to whatsonwhere at law, in equity or under this Agreement, whatsonwhere may, in its sole discretion, suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise in our sole discretion) have engaged in fraudulent, slanderous or obscene activity in connection with our Site.

Advertisers are to ensure that listed items do not infringe upon the copyright, trademark or other rights of third parties. Participants and other rights owners can report infringing items, and have such items removed.

Neither you, nor any other advertiser may manipulate any item, nor may you interfere with other users' advertisements.

6. Your Information.

6.1 Definition. "Your Information" is defined as any information you provide to us or other users in the registration, bidding or listing process, in any public message area. Your Information includes the descriptions of events or displays on our Site as well as any content you post on other web pages within our Site. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information.

6.2 Restrictions. Your Information (including but not limited to any items listed) must not:

1. be false, inaccurate or misleading;
2. be fraudulent or involve the sale of counterfeit or stolen items;
3. infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
4. violate any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, criminal law, antidiscrimination or trade practices/fair trading laws);
5. be defamatory, trade libellous, unlawfully threatening or unlawfully harassing;
6. be obscene or contain child pornography or, if otherwise adult in nature or harmful to persons under the age of 18 years, shall be distributed only to people legally permitted to receive such content;
7. contain any content that may be considered to be prohibited or potentially prohibited content for the purposes of the Broadcasting Services Act 1992 (for more information about this legislation, please refer to the Internet Industry Association's Codes of Practice located at http://www.iia.net.au or http://www.aba.gov.au);
8. contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, modify, delete, detrimentally interfere with, surreptitiously intercept, access without authority or expropriate any system, data or personal information;
9. create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; and
10. link directly or indirectly to or include descriptions of goods or services that are prohibited under this Agreement;

Furthermore, you may not list any item on our Site (or complete any transaction that was initiated using our service) that, by paying to us the listing fee or the final value fee, could cause us to violate any applicable law, statute, ordinance or regulation, or that violates our current Prohibited, Questionable and Infringing Items list).

6.3 License. Solely to enable whatsonwhere to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. whatsonwhere will only use Your Information in accordance with our Privacy Policy.

7. Access and Interference.

Our Site contains robot exclusion headers and you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software or routine to bypass our robot exclusion headers, or to interfere or attempt to interfere with the proper working of our Site or any transaction being conducted through our Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our Site is updated on a real time basis and is proprietary or is licensed to whatsonwhere by our users or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Your Information) from our Site without the prior express written permission of whatsonwhere or the appropriate third party authorised to grant such permission.

Without limiting other remedies available to whatsonwhere at law, in equity or under this Agreement, we may, in our sole discretion, immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you if:

1. you breach this Agreement, the Privacy Policy or the terms and policies those documents incorporate by reference;
2. we are unable to verify or authenticate any information you provide to us; or
3. we believe that your actions may cause legal liability for you, our users or us.

8. WE AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES ON AN "AS IS" BASIS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. TO THE EXTENT PERMITTED BY LAW, WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Furthermore we do not guarantee continuous, uninterrupted or secure access to our services, and operation of our Site may be interfered with by numerous factors outside our control.

9. IN NO EVENT SHALL WE, OUR AFFILIATES AND RELATED ENTITIES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). YOU AGREE TO ACCEPT SOLE RESPONSIBILITY FOR THE LEGALITY OF YOUR ACTIONS UNDER THE LAWS WHICH APPLY TO YOU. YOU AGREE THAT WHATSONWHERE AND ALL AFFILIATES AND RELATED ENTITIES OF WHATSONWHERE HAVE NO RESPONSIBILITY FOR THE LEGALITY OF OUR MEMBERS' ACTIONS.
TO THE EXTENT PERMITTED BY LAW, OUR LIABILITY, AND THE LIABILITY OF OUR SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF:

1. THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY; AND
2. AUD$100.

10. Notwithstanding the above provisions, nothing in this Agreement is intended to limit or exclude any liability on the part of whatsonwhere and its affiliates and related entities where and to the extent that applicable law prohibits such exclusion or limitation.

11. Indemnity.

You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from and against any claims, demands, proceedings, losses and damages (actual, special and consequential) of every kind and nature, known and unknown, including reasonable solicitors' fees, made by any third party due to or arising out of your breach of this Agreement or the terms and policies it incorporates by reference, or your violation of any law or the rights of a third party.

12. Legal Compliance.

You shall comply with all applicable domestic (including common law) and international laws, statutes, ordinances and regulations regarding your use of our service and your bidding on, listing, purchase, solicitation of offers to purchase, and sale of items. Specifically, you must ensure that your activities, items you list, and Your Information you post on our Site do not violate the Broadcasting Services Act 1992, the Trade Practices Act 1974 and other relevant state-based fair trading legislation. For more information about this legislation and other legislation which may apply to you, please refer to http://www.austlii.edu.au Notwithstanding the successful conclusion of a transaction on our Site, you must ensure strict compliance with any particular formalities which, if not complied with, will either render a transaction void or unlawful (eg. the sale of interests in real property ordinarily requires a written document to be created).

YOU ALONE, AND NOT WHATSONWHERE, ARE RESPONSIBLE FOR CONFIRMING THAT YOUR ACTIVITIES ARE LAWFUL. YOU MUST ENSURE THAT YOU COMPLY WITH ALL APPLICABLE LAWS. YOU MUST ALSO ENSURE THAT YOU COMPLY WITH ALL CLAUSES OF THIS USER AGREEMENT AND THE PRIVACY POLICY, AND ALL OTHER TERMS AND POLICIES INCORPORATED BY REFERENCE IN THOSE DOCUMENTS.

13. No Agency.

You and whatsonwhere are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

14. Arbitration.

Any controversy or claim arising out of or in connection with this Agreement may at our discretion be settled by binding arbitration by reference to a commercial disputes centre. You agree to be bound by the ruling arbitrator. The costs of the dispute are borne by the originator.

This Agreement shall be governed in all respects by the laws of the State of Victoria, Australia. All members of this Site irrevocably submit to the non-exclusive jurisdiction of the courts of Victoria, Australia. The provisions of this Agreement are severable, and if any provision of this Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by whatsonwhere, in our sole discretion, to a third party in the event of a merger or acquisition. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You agree that this Agreement may not be construed adversely against us solely because we prepared it. This Agreement and the terms and conditions incorporated herein set forth the entire understanding and agreement between us with respect to the subject matter hereof. Sections 2 (Fees and Services) with respect to fees owed for our services, 3 (Information Control), 6.3 (License), 7 (Access and Interference), 10 (Liability Limit), 11 (Indemnity) and 14 (Arbitration) shall survive any termination or expiration of this Agreement.