BACKGROUND

A                    These Terms of Access and Use ("Terms") govern your use of this site and any associated or linked sites ("Site") and form a binding contractual agreement between you, the user of the Site, and us, YNM Pty Ltd (ACN 605 376 449) trading as Your Next Move, Your Next Move Real Estate, Your Next Move Property and Finance (“Owner”).

B                    For this reason the Terms are important and you should ensure that you read them carefully and contact the Owner with any questions before you access and use the Site.

C                   By using the Site or by accepting the Products and Services offered by or on behalf of the Owner (“Products and Services”) you acknowledge and agree that you have had sufficient chance to read and understand the Terms and you agree to be bound by them.  If you do not agree to the Terms, please do not use the Site.

OPERATIVE PROVISIONS

1            ACKNOWLEDGEMENTS

1.1                You acknowledge and agree that, to the full extent permitted by law, the Owner:

           1.1.1           makes the following available to you without assuming a duty of care:

                      (a)           the Products and Services;

                      (b)           the Site; and

                      (c)           all information about the Products and Services or any other content on the Site, including without limitation information regarding property areas, floor sizes, prices, addresses and property description) (“Content”);

           1.1.2           has not assessed the suitability of any Products and Services or the Content to your individual circumstances;

           1.1.3           recommends that you obtain an independent legal, accounting and financial advice in connection with Products and Services and the Content; and

           1.1.4           gives no warranty, guarantee or representation about the Products or Services or the accuracy, completeness or currency of the Content or their compliance with the relevant laws and regulations.

1.2                You further acknowledge and agree that:

           1.2.1           your act of accessing and using the Site constitutes your electronic signature to the Terms; and

           1.2.2           the Terms may not be denied legal effect or enforceability solely because the agreement between the parties as to the Terms was formed electronically.

2            GENERAL DISCLAIMER

2.1                To the full extent permitted by law, the Owner disclaims any warranty, guarantee or representation, whether express or implied, in connection with:

           2.1.1           the Products and Services;

           2.1.2           the accuracy, completeness or currency of the Content;

           2.1.3           the compliance of the Products and Services or the Content with the relevant laws and regulations;

           2.1.4           the merchantability of the Products and Services; and

           2.1.5           the fitness of the Products and Services or the Content for any particular purpose.

2.2                The Owner is not be liable under any circumstances for any losses, damages, costs, expenses, demands, claims or proceedings suffered or incurred by you or brought against you (even if the Owner has been advised of their possibility) in connection with:

           2.2.1           any part of the Products and Services or the Content;

           2.2.2           your acquisition or use, or your inability to acquire  or use, any Products and Services or the Content;

           2.2.3           your actions or omissions in connection with the Products and Services or the Content (including without limitation as a result of any information provided by you); and

           2.2.4           the modification or removal of any part of the Products and Services or the Content.

3                    DISCLAIMER REGARDING USE OF SITE

3.1                To the full extent permitted by law, the Owner disclaims any warranty, guarantee or representation, whether express or implied that:

           3.1.1           the Site, or the server that makes the Site available for your use, is free of software viruses;

           3.1.2           the functions contained in any software contained on the Site will not be interrupted or are error-free; and

           3.1.3           errors and defects in the Site will be corrected.

3.2                The Owner is not be liable under any circumstances for any losses, damages, costs, expenses, demands, claims or proceedings suffered or incurred by you or brought against you (even if the Owner has been advised of their possibility) in connection with:

           3.2.1           your access to, or use of, the Site;

           3.2.2           errors or omissions in the Site;

           3.2.3           delays to, interruptions of, or cessation of, the services referred to on the Site; and

           3.2.4           defamatory, offensive or illegal conduct of any user of the Site, whether caused as a result of the negligence of the Owner or any other cause.

3.3                You agree to accept the full cost of any necessary repair, correction or maintenance of any of your computer software or hardware, which may be necessary as a consequence of you accessing or using the Site.

4                    RESTRICTIONS ON USE

4.1                You acknowledge and agree that:

           4.1.1           the Owner owns all intellectual property rights in connection with the Products and Services, the Site and the Content; and

           4.1.2           nothing in the Terms constitutes a transfer of any intellectual property rights to you.

4.2                The Owner grants you a non-exclusive and non-transferable licence to use the Site and the Content in accordance with the Terms.

4.3                Except for the limited use set out in clause 1.5, you may not use the Site or any part of the Content for any purpose, including without limitation:

           4.3.1           reproducing any part of the Content in any form;

           4.3.2           transferring or distributing any part of the Content in any form;

           4.3.3           transmitting any part of the Content by any medium of communication;

           4.3.4           uploading or reposting any part of the Content to any other site;

           4.3.5           recompiling, disassembling or modifying any part of the Content;

           4.3.6           making any derivate works of any part of the Content; and

           4.3.7           using any part of the Content for any commercial purpose.

4.4                You may not modify, copy or reproduce:

           4.4.1           the layout of the Site; or

           4.4.2           any computer software and code contained in the Site.

5                    LIMITATION OF LIABILITY

5.1                You acknowledge and agree that your payment for any Products and Services or the Content (as the case may be) is not refundable under any circumstances.

5.2                However, in the event that the disclaimers or exclusions of liability set out in clauses 2 or 3 are not effective to the full extent, you acknowledge and agree that the Owner's liability in respect of the Products and Services is limited, at the choice of the Owner, to one or more of the following (as determined by the Owner in its discretion):

           5.2.1           if the breach of an implied warranty or condition relates to products:

                      (a)                replacement of the products or the supply of equivalent products; or

                      (b)                reimbursement of payments made by you for the products (excluding any fees or payments charged by, or made to, any government authorities or any other third parties); or

           5.2.2           if the breach of an implied warranty or condition relates to services:

                      (a)                re-supply of the services or the supply of equivalent services; or

                      (b)                reimbursement of payments made by you for the services (excluding any fees or payments charged by, or made to, any government authorities or any other third parties).

5.3                In the event that the Owner makes a reimbursement referred to in clause 5.2, this payment will be made strictly to the payment method used by you in the relevant transaction.

6                    LINKS TO THIRD PARTY CONTENT

6.1                The Site contains or may contain links to sites, products, services, information or content owned, provided by or operated by third parties and which are not under the Owner’s control (“Third Party Content”).

6.2                You acknowledge and agree that:

           6.2.1           the links to the Third Party Content are provided as a convenience to you and strictly for information purposes;

           6.2.2           the existence of a link to the Third Party Content does not imply any endorsement of it by the Owner and is not to be construed as an offer to sell, or solicitation of an offer to buy, any products or services referred to in the Third Party Content;

           6.2.3           the Owner does not make any proprietary claim to any intellectual property associated with any Third Party Content;

           6.2.4           the Owner is not responsible for any Third Party Content; and

           6.2.5           the Owner is not be liable under any circumstances for any losses, damages, costs, expenses, demands, claims or proceedings suffered or incurred by you or brought against you (even if the Owner has been advised of their possibility) in connection with the Third Party Content.

7                    BILLING AND PAYMENTS

7.1                You agree to pay all fees and charges for any Products and Services, obtained by you whether through the Site or otherwise, in accordance with the payment terms disclosed to you prior to the relevant transaction.

7.2                If applicable, prior to the relevant transaction, you must nominate your preferred payment method from the available options.  You warrant that you are authorised to use that payment method.  You authorise the Owner to charge you for the relevant Products and Services using the payment method nominated by you.  

7.3                Following the acceptance of your payment, the Owner will use reasonable endeavours to provide you with the relevant Products and Services within the agreed period of time and in any event as soon as reasonably practicable in the circumstances.  However, you acknowledge that there may be delays in delivering the Products and Services for the reasons outside the Owner’s control.  The Owner is not be liable under any circumstances for any losses, damages, costs, expenses, demands, claims or proceedings suffered or incurred by you or brought against you (even if it has been advised of their possibility) as a result of the delays in the delivery of the Products and Services.

8                    INFORMATION PROVIDED BY YOU

8.1                You represent and warrant in relation to any data or information you provide to the Owner or the Site (including any information about another person or entity) that:

           8.1.1           you are authorised to provide such data or information;

           8.1.2           to the best of your knowledge, such data or information are true, accurate, correct and complete;

           8.1.3           you will notify the Owner immediately of any changes in the data or information previously provided by you;

           8.1.4           you do not impersonate any other person or entity nor do you use a false name or a name that you are not authorised to use when accessing or using the Site; and

           8.1.5           the provision of such data or information by you does not breach any laws or regulations.

8.2                The Owner reserves the right:

           8.2.1           to inspect and verify correctness of the data or information provided by you if it deems necessary; and

           8.2.2           not to activate or terminate your account if the Owner has any suspicious regarding the date or information provided by you, irrespective of any payment made.

9                    USE OF GATHERED INFORMATION

9.1                In accordance with the Owner’s privacy policy in connection with the Site (“Privacy Policy”), the Owner may gather and process the data and information:

           9.1.1           which you may provide when accessing the Site, including your name, address, telephone number, email address and other personal information about you; and

           9.1.2           regarding the way in which you use the Site, including without limitation information acquired through the use of “cookies” programmed during the access to the Site.

9.2                The Owner may use and authorise others to use the data and information acquired under clause 9.1 in accordance with the Privacy Policy.

9.3                You acknowledge and agree that the Privacy Policy forms part of the Terms.

10                 VARIATIONS

10.1             The Owner reserves the right to modify or remove any Content on the Site or vary the Terms:

           10.1.1        at any time;

           10.1.2        with or without further notice to you; and

           10.1.3        without giving you any explanation or justification for such variations.

11                 SUSPENSION OR TERMINATION OF ACCESS BY OWNER

11.1             The Owner may suspend, temporarily restricts, limit or modify your access to the Products and Services, the Site or the Content (as the case may be) at any time and without notice if the Owner, it its discretion, determines or suspects that your activities in connection with the Products and Services, the Site or the Content:

           11.1.1        are in violation of the Terms or the Privacy Policy (as may be varied from time to time) or any other relevant laws, regulations, policies or guidelines;

           11.1.2        harm or threaten to harm the interest of the Owner or any of the Owner’s associated entities;

           11.1.3        have given rise, or may give rise, to legal disputes or liabilities for the Owner or any of the Owner’s associated entities;

           11.1.4        have infringed, or may infringe, any intellectual property rights; or

           11.1.5        have, or may have, an adverse effect on the Owner’s goodwill or reputation.

11.2             The Owner is not be liable under any circumstances for any losses, damages, costs, expenses, demands, claims or proceedings suffered or incurred by you or brought against you (even if the Owner has been advised of their possibility) as a result of the Owner’s actions under clause 11.1 (including without limitation claims or demands for compensation, refund or any other payment or benefit).

12                 SECURITY AND REPORTING

12.1             If applicable, you agree that you are responsible for keeping your login name and password for your account on the Site secret and for regularly changing your login name and password for security purposes. 

12.2             You acknowledge and agree that the Owner is not responsible for any third party accessing your account that results from the theft or misappropriation or sharing by you of your login name and password.

12.3             The Owner reserves the right to suspend or terminate your access to the Site if the Owner suspects an unauthorised use of your account or the Site.

12.4             You agree to immediately notify the Owner regarding:

           12.4.1        any breach or violation of the Terms by others of which you become aware; and

           12.4.2        any known or suspected unauthorised access to the Site or your account.

13                 YOUR WARRANTY AND INDEMNITY

13.1             You represent and warrant that:

           13.1.1        you have the legal capacity to enter into the Terms, obtain the Products and Services and access and use the Site and the Content;

           13.1.2        if you are acting on behalf of a company or any other entity, you have the authority to bind such company or entity; and

           13.1.3        if you are providing data or information about another person or entity, you have an authority from the relevant party for the provision of such information.

13.2             You indemnify and must keep the Owner indemnified from and against any losses, damages, costs, expenses, demands, claims or proceedings suffered or incurred by the Owner or brought against the Owner in connection with:

           13.2.1        your use of the Products and Services:

           13.2.2        your access to, or use of, the Site and the Content;

           13.2.3        any breach of the Terms by you; and

           13.2.4        provision, publication or distribution of any data, information or documents by you.

14                 DISPUTE RESOLUTION

14.1             If a dispute arises in relation to the Terms, prior to commencing any legal proceedings the parties must negotiate in good faith with a view of resolving that dispute.  In the event of your disagreement with any matter arising in connection with your use of the Site you can contact the Owner’s Relationship Manager by using the “Contact Us” form.

14.2             If the dispute was not resolved pursuant to the procedure set out in clause 14.1, prior to commencing any legal proceedings either party must give the other party a notice requiring that the dispute be resolved by an arbitrator to be appointed by the Institute of Arbitrators and Mediators Australia. 

14.3             Each of the parties must cooperate fully with the arbitrator. 

14.4             The arbitration is to be conducted in accordance with the Institute’s Rules for the Conduct of Commercial Arbitrations.  Those rules and the decision of the arbitrator are binding on the parties.

15                 GENERAL

15.1             Where context permits, the term “Owner” used in the Terms includes all of the Owner’s directors, officers, employees, contractors, consultants, agents and any other person claiming through or under the Owner.

15.2             The term “associated entity” used in the Terms has the meaning ascribed to this term under the Corporations Act 2001 (Cth).

15.3             Each party must at its own expense do everything reasonably necessary to give full effect to the Terms and the events contemplated by it.

15.4             If any part of the Terms is found to be void, unlawful or unenforceable, then that part will be deemed to be severable from the balance of the Terms.  The severed part of the Terms will not affect the validity and enforceability of any remaining provisions.

15.5             You must not assign, sublicence or otherwise deal in any other way with any of your rights, title or interest under the Terms.  The Owner may assign, sublicence or otherwise deal with any of its rights, title or interest under the Terms and in connection with the Site without your consent.

15.6             Nothing on this Site or under the Terms is to be deemed to constitute an offer to sell or serve in jurisdictions where it is illegal to do so.

15.7             The Terms are governed by, and interpreted in accordance with, the laws of the State of New South Wales, Australia, without giving effect to any principles of conflicts of laws.

15.8             You agree to the jurisdiction of the courts of the State of New South Wales, Australia to determine any dispute arising out of the Terms.