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Welcome to ListSocial. Our marketplace helps to facilitate digital offers for property sales between sellers and potential buyers.

These terms and conditions (Terms) are entered into between ListSocial Pty Ltd ACN 646 986 245 (we, us or our) and you, together the Parties and each a Party. These Terms include our privacy policy and website terms of use.

We provide a platform where sellers (Vendors) and property buyers (Buyers) can connect and start the process of selling and buying a property (Platform). The Platform is available at www.listsocial.com.au and may be available via other channels or addresses.

In these Terms, you means (as applicable) the person or entity registered with us as either a Buyer or an Agent, or the individual accessing or using the Platform including as a Buyer or Agent.

If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity to these Terms.

Acceptance
You accept these Terms by checking the box, clicking “I accept” or using the Platform or our Services. You must be at least 18 years old to use the Platform.

We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended terms. If you do not agree to the amendment, you may terminate these Terms in accordance with the “Cancellation” clause.

We may use Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

Platform summary
We provide the Platform to users (including hosting and maintaining the Platform), allow Sellers and Buyers to connect and transact, and generate contract of sale documents, (together the ListSocial Services). You understand and agree that we only make available the Platform and the ListSocial Services. We are not a party to any agreement entered into between a Buyer and an Agent, or between a Buyer and a property owner, and we have no control over the conduct of Sellers, Buyers or any other users of the Platform.

An Agent wanting to sell a property on behalf of a property owner creates an Account (defined below) on the Platform. The Platform has functionality from which an Agent can create an online campaign to advertise the property, during which Buyers can bid on the property (Campaign). Each Campaign starts on the Agent’s chosen start date at 9am in the timezone that the Campaign is based, and ends on the chosen end date at 9pm in that same timezone (Campaign End Date). A Campaign will contain an accurate and complete description of the property being sold, including a minimum start price, and minimum bid rise prices (Campaign Listing). As an Agent, you agree to regularly update your Campaign Listings to keep them accurate and current.

A Buyer wanting to bid on a property creates an Account on the Platform to view and browse Campaign Listings.

A Buyer may bid on a property in a Campaign Listing through the Platform (Bid). We may contact Buyers who have placed a Bid and charge a Bid Deposit (defined below). Sell may independently request a holding deposit from Buyers who have placed a Bid. Sellers will be notified each time a Bid is placed. ListSocial must approve Bids in order for Bids to be approved on the Campaign Listing with a Buyer’s ID reference code. Buyers will be notified each time a higher Bid is placed, and Buyers will have the opportunity to increase their Bid.

By creating a Campaign, the Agent confirms that it is legally entitled to and capable of supplying the services described in the Campaign Listing. After the Campaign End Date, Sellers will have the opportunity to counter offer, accept, or decline all Bids. Once an Seller accepts a Bid through the Platform, it becomes an Accepted Bid. Buyers will receive a notification via email and SMS if their Bid is not accepted. When an Accepted Bid is created, Sellers and Buyers can communicate externally from the Platform to negotiate the contract of sale.

Alternatively, ListSocial will use the Platform functionality to email a Digital Contract link with the contract of sale to the Buyer.

Buyers and Sellers can communicate privately using our private messaging service, or offline using the listed contact details.

Accounts
You must register on the Platform and create an account (Account) to access the Platform’s features.

You may only have 1 Account as either or both an Agent and a Buyer on the Platform.

You must provide basic information when registering for an Account including your business name (if relevant), contact name, mobile number and email address. Buyers will use their email address as their username, and must choose a password. We will check Buyers’ contact details once by sending an SMS to their mobile number.

You agree to provide accurate, current and complete information during the registration process and regularly update such information to keep it accurate, current and complete.

Your Account is personal and you must not transfer it to others, except with our written permission. If a legal entity such as a company has created an Account, you, the legal entity, are the Account owner, and regardless of any change in any contact details, you will remain responsible for your Account as set out in these Terms. If you wish to change the Account owner, you must provide us with a written request to transfer the ownership of the Account to the incoming party, which must also include the incoming party’s written consent to take over full responsibility for the Account.

You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of any unauthorised use of your Account.

If you are an Agent, we will review your request for an Account before approving the request. We may request additional information, including your real estate licence and other documentation to verify your authorisation to provide the services. If you do not provide us with information we reasonably request, we may refuse to create an Account for you. If you provide us with any information which indicates you are not a fit and proper person to be provided with an Account, we may refuse to provide you with an Account, in our sole discretion.

We may make access to and use of certain parts of the Platform subject to conditions or requirements, including identity verification, cancellation history, quality of the services and threshold of reviews.

Payment
It is free to register an Account on the Platform or for other users to review content on the Platform, including Campaign Listings.

As an Agent, you agree to pay the relevant fees set out on the Platform each time you create a new Campaign (Campaign Fee).

As a Buyer, you agree to pay the relevant deposit set out on the Platform when you make a Bid on a new Campaign Listing (Bid Deposit).

We may pre-authorise or charge your payment method for a nominal amount to verify the payment method.

We provide a number of payment methods on the Platform, including our third party payment processor. The payment method you choose may be subject to additional terms and conditions imposed by the applicable third party payment processor. By making payment through a third party payment processor, you accept the applicable terms and conditions.

In the absence of fraud or mistake, all payments made are final. If you make a payment by debit card or credit card, you warrant that the information you provide to us is true and complete, that you are authorised to use the debit card or credit card to make the payment, that your payment will be honoured by your card issuer, and that you will maintain sufficient funds in your account to cover the payment.

Refunds and Cancellation Policy
The cancellation or variation of any Bids made on this Platform is strictly a matter between the relevant Buyer and Agent.

If an Agent wants to cancel a Campaign before the Campaign End Date, they may do so using the cancellation feature on the Platform, and Buyers who have placed a Bid will be notified by email and text message.

If a Buyer wants to cancel their Bid, they may do so using the Bid cancellation feature on the Platform.

For disputes between Buyers and Agents, we encourage Parties to attempt to resolve disputes with the other Party directly and in good faith, either on the Platform or through external communication methods. In the event that a dispute cannot be resolved through these means, the Parties may choose to resolve the dispute in any manner agreed between the Parties or otherwise in accordance with applicable laws.

Reviews
Buyers may review their experience with the Agent on the Platform (Review).

Reviews can be viewed by any user and will remain viewable until the relevant Account is removed or terminated.

You agree to provide true, fair and accurate information in your Review. If we consider that the Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review or ban you from posting the Review. We do not undertake to review each Review. To the maximum extent permitted by law, we are not responsible for the content of any Reviews.

You can write a Review about an Agent if you have had an experience with that Agent, which means that: (1) you have engaged the Agent through the Platform; or (2) you can otherwise document your interaction with the Agent in relation to the Platform, including via correspondence (collectively referred to as an Experience).

You may not write a Review about an Agent if you are an executive or employee of that Agent, or work for the Agent. Similarly, you may not write a Review about a direct competitor to the Agent you are employed by or work for.

Your Experience must have occurred in the 12 months prior to you writing a Review.

You may only write about your own Experience. You are not permitted to write a Review about somebody else’s Experience, such as that of a family member or friend.

You are encouraged to be specific and factual in your Reviews. If you have been offered an incentive by an Agent to write a Review, you should include information about this in your Review. Incentives include the Agent offering you a gift, reward, discount or advantage for writing a Review about the Agent on the Platform.

Content
We may allow you to: (1) post, upload, publish, send or receive relevant content and information, including Reviews (User Content) on or through our Platform; and (2) access and view User Content and the content and information we make available on the Platform (together with User Content, Content).

Unless otherwise indicated, we own or license all rights, title and interest (including Intellectual Property Rights) in our Platform and all of the Content. Your use of our Platform and your use of and access to any Content does not grant or transfer to you any rights, title or interest in relation to our Platform or the Content.

You must not, without the prior written consent of ourselves or the owner of the Content (as applicable) or except as expressly permitted by these Terms: (1) copy or use, in whole or in part, any Content; (2) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any Content to any third party; or (3) breach any Intellectual Property Rights connected with our Platform, including by altering or modifying any of the Content, causing any of the Content to be framed or embedded in another website, or creating derivative works from the Content.

Subject to your compliance with these Terms, we grant you a non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Platform and access and view any Content, in accordance with these Terms. All other uses are prohibited without our prior written consent.

You grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty free, sublicensable and transferable right and licence to use, view, distribute, communicate, copy, store, modify and exploit in any manner the User Content to provide and promote the Platform in any media or platform.

You agree that you are solely responsible for all User Content that you make available on or through our Platform. You represent and warrant that: (1) you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content as contemplated by these Terms; and (2) neither the User Content nor the posting, uploading, publication, sending or receiving of the User Content or our use of the User Content on, through or by means of our Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Despite anything to the contrary, to the maximum extent permitted by law, you agree to indemnify us and hold us harmless from and against all Liabilities, howsoever arising, suffered or incurred by us and arising from or in connection with any claim that any Liability we incur as a result of the User Content you make available on or through the Platform, including as a result of an Intellectual Property Breach. The Content is not comprehensive and is for general information purposes only. It does not take into account your specific needs, objectives or circumstances, and is not advice. While we use reasonable attempts to ensure the accuracy and completeness of the Content, to the extent permitted by law, we make no representation or warranty regarding it. The Content is subject to change without notice. However, we do not undertake to keep our Platform up-to-date and we are not liable if any Content is inaccurate or out-of-date.

Warranties
You represent, warrant and agree that:

(a) there are no legal restrictions preventing you from entering into these Terms;
(b) all information and documentation that you provide to us in connection with these Terms is true, correct and complete;
(c) you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms;
(d) you will be responsible for the use of any part of the Platform, and you must ensure that no person uses any part of the Platform: (1) to break any law or infringe any person’s rights (including intellectual property rights); (2) to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or (3) in any way that damages, interferes with or interrupts the supply of the Platform;
(e) where you are an Agent, you are responsible for complying with all laws, rules and regulations which apply to providing the services in your Campaign Listings; and
(f) where you are an Agent, you are appropriately qualified, and have any required skills, knowledge or training, to provide the services.

Australian Consumer Law
Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Platform by us to you which cannot be excluded, restricted or modified (Statutory Rights).

If the ACL applies to you as a consumer, nothing in these Terms excludes your Statutory Rights as a consumer under the ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.

Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.

As a Buyer, the services provided by an Agent may also confer on you certain rights under the ACL.

This clause will survive the termination or expiry of these Terms.

Exclusions to liability
Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:

(a) your or your personnel’s acts or omissions;
(b) any use or application of the ListSocial Services by a person or entity other than you, or other than as reasonably contemplated by these Terms;
(c) any aspect of the Buyer and Agent interaction including the description of the services offered or the performance of services;
(d) any works, services, goods, materials or items which do not form part of the ListSocial Services (as expressed in these Terms), or which have not been provided by us, including any aspect of the Buyer and seller relationship;
(e) any third parties or any services provided by third parties, including customers, end users, suppliers, transportation or logistics providers or other subcontractors which the provision of the Platform may be contingent on, or impacted by;
(f) the ListSocial Services being unavailable, or any delay in us providing the ListSocial Services to you, for whatever reason; and/or
(g) any event outside of our reasonable control.
This clause will survive the termination or expiry of these Terms.

Limitations on liability
Despite anything to the contrary, to the maximum extent permitted by law:

(a) we will not be liable for Consequential Loss;
(b) our liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of you (or any of your personnel); and
(c) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us resupplying the ListSocial Services to you or, in our sole discretion, or if the Liability arises in relation to an Agent, to us repaying Agents the amount of the Campaign Fees paid by Agents to us in respect of the supply of the ListSocial Services to which the Liability relates.
This clause will survive the termination or expiry of these Terms.

Termination
We may suspend your Account or terminate these Terms immediately upon written notice to you, if:

(a) you (or any of your personnel) breach any provision of these Terms and that breach has not been remedied within 10 business days of being notified by us;
(b) there is any reason outside our control which has the effect of compromising our ability to provide the ListSocial Services; or
(c) you are unable to pay your debts as they fall due.

These Terms will terminate immediately upon written notice by you, if we:
(a) are in breach of a material term of these Terms, and that breach has not been remedied within 10 business days of being notified by you; or
(b) are unable to pay our debts as they fall due.

Upon expiry or termination of these Terms:
(a) we will remove your access to the Platform;
(b) we will immediately cease providing the LIstSocial Services;
(c) you agree that any payments made by you to us are not refundable to you;
(d) we will cancel any existing Campaigns. Where you are a Buyer, we will refund the relevant Bid Deposit. Where you are an Agent, you will lose any Campaign Fees and other amounts paid; and
(e) where we terminate these Terms for any reason, you also agree to pay us our additional costs arising from, or in connection with, such termination.

Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.

This clause will survive the termination or expiry of these Terms.

General
Assignment: You must not assign or deal with the whole or any part of your rights or obligations under these Terms without our prior written consent.

Disputes: In relation to a dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) between a Buyer and us, or an Agent and us, a Party may not commence court proceedings relating to a Dispute without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Institute of Victoria to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

Email: You agree that we are able to send electronic mail to you and receive electronic mail from you. You release us from any Liability you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer. Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control.

Governing law: These Terms are governed by the laws of Victoria. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

Notices: Any notice given under these Terms must be in writing addressed to us at the address at the end of these Terms or to you at the address in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

Definitions Consequential Loss includes any real or anticipated consequential loss, indirect loss, loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

Intellectual Property means any domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.

Intellectual Property Breach means any breach by you (or any of your Personnel) of any of our Intellectual Property Rights (or any breaches of third party rights including any Intellectual Property Rights of third parties).

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.

For any questions or notices, please contact us at:

ListSocial Pty Ltd ACN 646 986 245
Email: [email protected]
Last update: 11 September 2019

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