Terms of service
SoldYet has recently updated its Terms of
Service (Terms)
LAST UPDATED: April 30, 2020
Welcome to SoldYet.com, an online
marketplace that allows third-party sellers to list an asset for sale; and to
connect, communicate, and transact with buyers.
SoldYet.com Pty Ltd (ACN 135 570 713)
and its affiliates (SoldYet) provide website features
and other products and services to you when you visit SoldYet.com (the Website)
and use SoldYet products or services (collectively SoldYet Services). SoldYet Services
include the information, content, materials, products, and software included on
or otherwise made available to you by SoldYet and references to the SoldYet
Services in these Terms include any or all of these. SoldYet provides the SoldYet
Services to you subject to these Terms and accessing the Website and using the SoldYet
Services, you agree to be bound by them. Please read them carefully before
using SoldYet Services.
1.
PRIVACY
Please review our Privacy Policy and Cookies
& Tracking Policy, which also govern your use of the SoldYet
Services, to understand our practices. SoldYet will collect your personal
information including your name, contact details, and payment details
(including, without limitation, credit card details). All personal information
will be handled, used, maintained, and disclosed by SoldYet in accordance with
all applicable privacy laws and data protection laws as well as our Privacy
Policy which applies from time to time. Unless separately agreed between you
and another buyer or seller, you must not use their personal information for
any other purpose. You warrant to SoldYet that you will comply with all privacy
laws and data protection laws (including, without limitation, the Australian
Privacy Act 1988 (Cth)) in relation to the storage, use, and transfer of
personal information.
2.
ELECTRONIC COMMUNICATION
When you use the SoldYet Services or send
e-mails, text messages, or other communication from your desktop or mobile
device to us, you are communicating with us electronically. We will communicate
with you electronically in a variety of ways, such as by e-mail, text, or
communication via our discussion forum. You consent to receive communications
from us electronically and agree that communications that we provide to you electronically
satisfy any legal requirement that such communication be in writing.
3.
COPYRIGHT AND OTHER RIGHTS
All content included in or made available
by SoldYet, such as text, graphics, logos, button icons, images, video and
audio clips, digital downloads and data compilations is the property of SoldYet
and is protected by Australian and international copyright and authors’ rights
laws and (where applicable) database right laws.
Other than to the extent necessary to use
the SoldYet Services for their permitted purposes and in accordance with these
Terms, you may not copy, extract and/or re-utilize any content of SoldYet
without our express written consent, including, without limitation, any
listings, descriptions, prices and account information. In particular, you may
not utilize any data mining, robots, or similar data gathering and extraction
tools to extract (whether once or many times) for re-utilization any
substantial parts of the SoldYet Services or their content, without our express
written consent. You may also not create and/or publish your own database that
features substantial parts of the SoldYet Services or their content without our
express written consent.
4.
TRADEMARKS
Graphics, logos, page headers, button
icons, scripts, and service names included in or made available through the SoldYet
Services are trademarks of SoldYet. SoldYet’s trademarks may not be used in
connection with any product or service that is not SoldYet’s, in any manner
that is likely to cause confusion among customers or in any manner that
disparages or discredits SoldYet. All other trademarks not owned by SoldYet
that appear in the SoldYet Services are the property of their respective
owners, who may or may not be affiliated with, connected to, or sponsored by SoldYet.
You may not frame or use framing techniques to enclose any trademark or logo
(including images and text) of SoldYet without our express written consent. You
may not use any meta tags or any other “hidden text” utilizing SoldYet’s names
or trademarks without our express written consent.
5.
YOUR ACCOUNT
By registering and creating an account with
SoldYet, you represent and warrant that you over 18 years of age and you can
form legally binding agreements under applicable law. If you are registering an
account for a business, organization or other legal entity, you represent and
warrant that you have the authority to legally bind that entity. Unless
authorized by SoldYet in writing, you may have only one account, unless
authorized by SoldYet in writing.
You are responsible for maintaining the
confidentiality of your account and password. Except to the extent caused by
our breach of these Terms, you are responsible for all activities that occur
under your account regardless of whether the activities are authorized by you
or undertaken by you. SoldYet is not responsible for unauthorized access to or
use of your password or account. You should take all necessary steps to ensure
that your password is kept confidential and secure and should inform us
immediately if you have any reason to believe that your password has become
known to anyone else, or if your password is being, or is likely to be used in
an unauthorized manner. You must ensure that the details you provide to us are
correct and complete and inform us of any changes. You can access and update
certain information you have provided to us via your account dashboard.
If we have concerns with your account, or
activity relating to your account, or if you are in breach of applicable laws
or these Terms, we reserve the right to take action on your account in
accordance with these Terms, including without limitation by (i) refusing
service, (ii) suspending or restricting access to your account, (iii)
terminating your account, or (iv) removing or editing content you post using
your account. The action we elect to take and any notice you may receive will
vary depending on the SoldYet Services, the circumstances, and our assessment
of relevant factors.
6.
ID VERIFICATION
Any reference to a buyer or seller being
“verified” indicates only that the buyer or seller has completed a relevant
verification or identification process and nothing else. Any such description
is not an endorsement, certification or guarantee by SoldYet about any buyer or
seller, including their identity, background or whether they are trustworthy,
safe or suitable.
To access or use some of the SoldYet
Services, you may be asked to provide proof of identity or other methods of
identity verification. You agree to provide SoldYet or any third party which
provides goods or services to SoldYet with all identification documents
(including but not limited to, copies of passports and/or government-issued
driver’s license) which SoldYet requests from you from time to time for the
purposes of verifying your identity.
7.
SOLDYET’S ROLE
SoldYet allows third-party sellers to list
and sell their assets using the SoldYet Services. SoldYet does not own, create,
sell, resell, provide, control, offer or deliver listings or the assets
contained therein. The relevant seller is indicated on the respective listing
page. While SoldYet helps facilitate transactions that are carried out on the
Website, SoldYet is neither the buyer nor the seller on the seller’s assets.
SoldYet provides an avenue for sellers and
buyers to negotiate and complete transactions. Accordingly, the contract formed
at the completion of the sale for these third-party assets is solely between
the buyer and seller. SoldYet is not a party to this contract nor assumes any
responsibility arising out of or in connection with it nor it is the seller’s
agent. The seller is responsible for the sale of their assets and for dealing
with any buyer claims or any other issue arising out of or in connection with
the contract between the buyer and seller.
SoldYet is not responsible for:
(a) the existence, quality, suitability of
legality of a listed asset;
(b) the truth, accuracy or completeness of the information contained in a
listing;
(c) the future performance of a listed asset;
(d) the performance or conduct of a buyer or seller or third-party on the
Website; and/or
(e) the quality, suitability or ability of a third party which provides goods or
services to SoldYet or to a buyer or seller.
Your decision to purchase a listed asset
shall be based solely on your own investigation and that of your legal, tax and
other advisors. You accept sole responsibility for examining and investigating
an asset and all information in a listing. This includes, but is not limited
to, associated liabilities, financial statements, tax returns and any other
facts or information which may impact your decision to purchase that listed
asset and the price you are willing to pay. You understand that SoldYet may
display only a summary description of a listed asset.
To help facilitate a safe, secure
transaction and to preserve the integrity of the SoldYet Services, we make
available a template letter of intent and sale contract for use by buyers and
sellers. You acknowledge that you use these documents at your own risk. You
agree that SoldYet has not in any way provided legal or financial advice by
providing these documents or made representations or warranties that they are
suitable for your requirements or needs and may not be appropriate or suitable
to the sale or purchase of a particular asset. SoldYet recommends all parties
seek their own independent legal advice in relation to the documents.
8.
LISTING RULES
The following assets may be listed for sale
on SoldYet:
(a) all detail and reference to files
contained in a website or an application, including but not limited to, the
HTML, the code base, other source code, logos, images, music, animation, films
and other media, licenses and other works associated with the website or the
application;
(b) any rights and obligations under or in relation to an agreement with a
third party relating to assets which may include, but is not limited to hosting
agreements, payment provider agreements, affiliate agreements and seller
agreements;
(c) a brand name relating to a business, including any registered trademarks
specified in the listing;
(d) any records;
(e) all rights to a domain name;
(f) any other documented asset including inventory or other agreement critical
to the sale and
ongoing concern of a business, including legal agreements, employment
agreement, leasing agreements and other agreements; and
(g) any other particulars specified as being sold as part of a listing.
For the avoidance of doubt, SoldYet does
not promote, encourage or facilitate the sale of securities using SoldYet
Services.
When you create a listing, you will be
asked to provide complete and accurate information about your asset, including,
but not limited to a business description and current and historical financial
data. You are responsible for your listing and keeping your listing information
up to date at all times. You will also be asked to set an asking price for your
asset/s, either a set price in the case of a fixed-price listing or a starting
price, reserve price, and optional buy it now price, in the case of an
auction-format listing. Please be aware that SoldYet may, in its sole
discretion, prevent you from listing your asset for sale, or suspend an
existing listing, if it considers that a price set is unreasonable or not
aligned with market value.
You warrant and represent to SoldYet and to
each buyer that:
(a) you own the asset or are entitled to
sell the asset;
(b) you are the owner of all intellectual property rights, including but not
limited to copyright, patent, trademark, designs whether registered or not and
throughout the world and all other rights, title and interest in the asset,
(c) the asset is transferable to a buyer; and
(d) any and all agreements with third parties are transferable to the Buyer.
You must not create a listing for an asset
which is:
(a) is obscene, vulgar and/or deemed by SoldYet
to be offensive;
(b) contains material which infringes the rights of a third party or which
assists others to infringe the rights of a third party;
(c) is engaged in activities which contravenes law of any territory; or
(d) SoldYet deems inappropriate or in breach of these Terms.
9.
LISTING TYPES
SoldYet enables two kinds of listings —
auction-format listings and fixed-price listings.
With a fixed price-listing, any buyer can
offer to purchase the asset contained in a listing. An offer must be placed on
the listing. A seller can accept, reject or counter any offer. If you are a
buyer and have placed an offer, you acknowledge and agree that should the
seller accept that offer, you are committing to purchase the asset and may be
required to pay for it. If you are a seller and have accepted an offer, you
acknowledge and agree that you are committing to sell the listed asset to the
buyer.
With an auction-format listing, a seller
will accept bids from buyers for a predetermined amount of time — generally 30
days. For a bid to be valid, it must be higher than the starting price or
then-current bid. At the end of the auction, the asset subject of the listing
will be declared sold to the highest bidder, provided their bid exceeds the
reserve price set by the seller. Should you win the auction, you agree that you
are committing to purchase the listed asset and may be required to pay for it.
For the avoidance of doubt, SoldYet is not
an auctioneer and a seller conducts an auction on their own behalf.
A listing may also show a ‘buy it now’
button with a price listed next to it. A buyer may purchase a listed asset
simply by clicking the ‘buy it now’ button, provided it is accepted by the
seller. By clicking ‘buy it now,’ a buyer commits to buying the listed asset.
10.
EXCLUSIVITY
If a listed asset has a set asking price,
in the case of a fixed-priced listed, or a reserve price, in the case of an
auction-format listing, equal to or above USD$25,000, you agree that you will
promote and/or sell that asset exclusively using the SoldYet Services. For the
period in which your listing is live on the Website and for 90 days from the
date you remove your listing, you warrant that you will not use any other
platform, marketplace or service, including a broker service, to promote or
sell your asset, without the express written permission of SoldYet.
If SoldYet discovers that you have been in
violation of this clause 10, you acknowledge and agree that Filipa has the
right to immediately suspend your listing and terminate your account and may,
at its discretion, take action against you to recover a success fee.
11.
MARKETPLACE CIRCUMVENTION
You must conduct all inquiries into and
discussions about a listed asset, through the Website unless expressly
authorized by SoldYet.You must not circumvent SoldYet. If you
make or accept payment for a listed asset, SoldYet is entitled to a success
fee. If SoldYet is unable to recover its success fee from the seller, the buyer
is liable to pay the success fee.
12.
OUR FEES
12.1 Listing Fee
You will be charged a listing fee when you
list an asset for sale. For current fees, please see SoldYet Pricing. You will only be charged a fee for creating a listing;
there is no fee for editing a listing. You will be charged a fee whether or not
the listed asset sells. Listing fees are non-refundable.
Listings do not expire. You may cancel your
listing or account at any time by emailing [email protected] and then following the
specific instructions indicated to you in SoldYet’s response.
12.2 Success Fee
If you successfully sell a listed asset to
a buyer who becomes aware of your listing and/or connects or engages with you
via Website, you agree to pay SoldYet a success fee which is calculated as a
percentage of the total transaction value or final sale price paid by the buyer
for your listed asset (including any applicable taxes). For current fees,
please see our Success Fee Page.
Our success fee is non-negotiable and non-refundable. SoldYet reserves the
right to change the success fee at any time and will provide you with adequate
notice of those changes before they become effective.
13.
CREDITS AND REFUNDS
If SoldYet issues you a refund, that refund
will be paid to you using the same payment method you used to pay SoldYet. SoldYet
may refund an amount of paid by you if you are entitled to a refund in
accordance with these Terms or SoldYet is required by law or considers that it
is required by law to do so. SoldYet’s determination as to whether a refund is
required is final and conclusive and may not be challenged by you.
You may earn points or credits for your
activity on the Website. These credits are not equivalent to any currency. They
may, however, be used to pay for SoldYet Services in accordance with rules
specified by SoldYet from time to time. You cannot use credits to purchase a
listed asset. The balance of any credits held by you may be reduced at any time
by SoldYet for any amount owing by you to SoldYet on any account whatsoever
including in relation to compensating SoldYet for any loss that it determines
(in its sole and absolute discretion) it has suffered as a result of any breach
of these Terms. The balance of credits held by you will expire 12 months from
the date that you last used any credits. Balances of your credits that are not
spent within this 12-month period are lost. You acknowledge and agree that SoldYet
is not liable to you for any unauthorized withdrawals or unauthorized spending
of your credits, including where such withdrawal or spend arises from any
unauthorized use or access of your account.
14.
PAYMENT PROCESSING
SoldYet is not an escrow service and does
not hold property on behalf of any person. SoldYet is not a payment provider.
For the purposes of facilitating a transaction, any and all payment processing
services through or in connection with your use of the SoldYet Services are
provided to you by one or more independent third-party service provider, as
appropriate. You hereby consent and authorize SoldYet to share any information
and payment instructions you provide with any third-party service provider(s).
15.
VALUATION CALCULATOR
You are solely responsible for setting a
price for your listed asset. To help you determine an appropriate price, SoldYet
makes a valuation calculator. You acknowledge and agree that any valuation
produced by the SoldYet Valuation Calculator is an estimate only and must not
be construed as or relied upon as a professional valuation. The valuation is
generated by a mathematical model in reliance on available data, without an
in-depth analysis of the asset and without having regard to market conditions
or features which may affect the value and saleability of the asset.
16.
SOLDYET DUE DILIGENCE
SoldYet provides due diligence services and
you can pay to acquire a due diligence report on a listed asset. While SoldYet
strives to make the information in this report as accurate as possible, we make
no claims, promises or guarantees about the accuracy, completeness or adequacy
of the contents of this report, and expressly disclaim liability for errors and
omissions in its contents. No warranty of any kind, implied, expressed or
statutory including but not limited to the warranties of non-infringement of third
party rights, title, merchantability of fitness for a particular purpose is
given with respect to the contents in this report.
Furthermore, any information provided
herein with regard to the listed asset is informational in nature. We are not a
legal advisory or business advisory service and do not purport to tell or
suggest which business decisions to make. You understand and acknowledge that
there is a risk involved in the purchase of a website or online business. We
assume no responsibility or liability for your investment or business results.
Factual statements within this report are made as of the data stated and are
subject to change without notice.
All information is provided solely for educational purposes and you are
encouraged to seek independent advice from a competent professional person if
legal, financial, tax, or other expert assistance is required.
17.
REVIEWS AND COMMENTS AND COMMUNICATION
You may post reviews, comments, and other
content; send communications; and submit questions or other material, as long
as the content is not:
(a) of a personal or solicitous nature,
(b) unrelated to a listing,
(c) an attempt to transact outside the Website,
(d) illegal, obscene, abusive, threatening, defamatory or an invasion of
privacy,
(e) infringing of intellectual property rights, or
(f) injurious to third parties or objectionable.
You must not post or send any content that
contains software viruses, or that comprises political campaigning, commercial
solicitation, chain letters, mass mailings or any form of “spam”. You may not
use a false e-mail address, impersonate any person or entity, or otherwise
mislead as to the origin of any such content or communication. We reserve the
right (but not the obligation) to remove or edit any content at any time and
for any reason in its sole and absolute discretion.
While comments and reviews are visible to
other users, interactions and exchanges via the discussion forum are private as
between individuals and accessible to SoldYet.
18.
INTELLECTUAL PROPERTY RIGHTS
You are responsible for your content and
you represent and warrant that you own or otherwise control all of the rights
to the content and material that you post and that, as at the date that the
content or material is posted it: (i) is accurate; (ii) complies with these
Terms and (iii) does not breach any applicable laws.
If you post content or submit material, and
unless we indicate otherwise, you grant SoldYet a non-exclusive, royalty-free
and fully sublicensable and transferable rights to use, reproduce, modify,
adapt, publish, translate, create derivative works from, distribute, and
display such content throughout the world in any media;
You agree that the rights you grant above
are irrevocable during the entire period of protection of your intellectual
property rights associated with such content and material. To the extent
permitted by law, as applicable, you: (i) consent to any infringement of; and
(ii) agree to waive, any right you have to be identified as the author of such
content and any right you have to object to derogatory treatment of such
content. You agree to perform all further acts necessary to perfect any of the
above rights granted by you to SoldYet, at our request.
You agree to indemnify SoldYet for all
claims brought by a third party against SoldYet arising out of or in connection
with the content and material you supply except to the extent that any
liability arises from our failure to remove the content or material.
19.
THIRD-PARTY LINKS
The Website may contain links to
third-party websites or resources that we don’t own or control (for example,
links to Facebook, Twitter, and Pinterest or Google Analytics). When you access
these third-party services, you do so at your own risk. The third parties may
require you to accept their own terms of use and privacy policies. SoldYet is
not a party to those agreements — they are solely between you and the third
party.
20.
PROHIBITED ACTIVITIES
You may not use the SoldYet Services:
(a) in any way that causes, or is likely to
cause, any SoldYet Service, or any access to it to be interrupted, damaged or
impaired in any way
(b) in any way that may interfere with or harm any other user of the SoldYet
Services;
(c) for fraudulent purposes, or in connection with a criminal or other unlawful
activity,
(d) in any manner that is not permitted under these Terms.
21.
DISCLAIMER AND LIABILITY
Unless otherwise specified in writing, SoldYet
disclaims, and does not make, any representation or warranty of any kind in
respect of the SoldYet Services including without limitation any representation
or warranty,
(a) that they are free of viruses or other
harmful components;
(b) that your use of the SoldYet Services will be uninterrupted or error-free;
or
(c) as to the suitability or availability of the SoldYet Services.
SoldYet will not be responsible for:
(a) losses arising from the unavailability
of, or your inability to use the SoldYet Services
(b) losses that are not directly caused by any breach on our part;
(c) any business loss, loss of sales, profits, revenue, contracts, anticipated
savings, data, goodwill or wasted expenditure;
(d) any indirect or consequential losses;
(e) any delay or failure to comply with our obligations under these conditions
if the delay or failure arises from any cause which is beyond our reasonable
control.
For any other loss relating to the SoldYet
Services, we limit our liability to the amount you have paid to us for the
relevant SoldYet Services.
Nothing in these conditions is intended to:
(a) override any express commitments SoldYet
gives to you with respect to the SoldYet Services (for example, the provision
of a refund in certain circumstances) or
(b) exclude, restrict or modify any right or remedy you have in statute
including under the Australian Consumer Law or otherwise to the extent that
that right or remedy cannot be excluded, restricted or modified under law. Any
disclaimer, exclusion, or limitation in these conditions applies as provided
for in these conditions to the full extent permitted by law and subject to any
such non-excludable right or remedy.
22.
INDEMNITY
You agree to indemnify and hold SoldYet and
its affiliates and their officers, directors, employees, and agents harmless
from any and all claims, demands, losses, liabilities, and expenses (including
legal fees) arising out of or in connection with:
(a) your use of the Website, SoldYet
Services or assets obtained as a result;
(b) your breach or violation of any of these Terms;
(c) SoldYet’s use of your content;
(d) your violation of the rights of any third party, including another seller
or buyer.
You agree to hold SoldYet, its principals,
officers, directors, brokers, agents, servants, employees and assigns harmless
from any misrepresentations made by you.
23.
APPLICABLE LAW
The laws of Victoria, Australia govern
these Terms and any dispute of any sort that might arise between the parties.
Any dispute relating in any way to these Terms will only be adjudicated in the
courts of Victoria. Each party consents to exclusive jurisdiction and venue in
these courts. Notwithstanding the foregoing, either party may seek injunctive
relief in any state, federal, or national court of competent jurisdiction for
any actual or alleged infringement of such parties, its affiliates’ or any
third party’s intellectual property or other proprietary rights. The United
Nations Convention on Contracts for the International Sale of Goods, and any
local laws implementing the Convention on Contracts for the International Sale
of Goods, do not apply to this Agreement.
24.
DISPUTE RESOLUTION
In the event of a dispute between a buyer
and seller, SoldYet recommends that the parties engage in pre-dispute
arbitration via the discussion forum. SoldYet may help to facilitate the
resolution of a dispute between a buyer and seller and reserves the right to
cancel the sale of a listed asset. If a buyer and seller cannot come to an
agreement on a dispute, SoldYet recommends that legal advice is sought to
resolve the matter.
25.
FORCE MAJEURE
You agree that SoldYet will not be liable
or responsible for any failure in, or delay to, the provision of the SoldYet
Services or in SoldYet complying with these Terms, where such failure or delay
has arisen or is anticipated to arise as a direct or indirect result of:
(a) fire, earthquake, storm, flood,
hurricane, inclement weather or other act of God, war, terrorism, explosion,
sabotage, industrial accident or an industrial strike;
(b) denial of service attacks, telecommunications failure, hardware failure or
the failure of software provided by a third party to function in accordance
with its specifications;
(c) a significant demand is placed on SoldYet Services which is above the usual
level of demand and which results in a failure of SoldYet’s software and
hardware to function correctly;
(d) the failure of any third party (including without limitation, any bank or
other financial organization) to fulfill any obligations to SoldYet; or
(e) any other circumstances or events that are beyond the reasonable control of
SoldYet (as the case may be).
26.
NOTICES
SoldYet may give notice by means of a
general notice on the Website, electronic mail to the email address on your
account, telephone or text message to any phone number provided in connection
with your account, or by written communication sent by mail or pre-paid post to
any address connected with your account. Such notice shall be deemed to have
been given upon the expiration of 48 hours after mailing or posting (if sent by
mail or pre-paid post) or 12 hours after sending (if sent by email or
telephone). You may give notice to SoldYet, with such notice deemed given when
received by SoldYet, at any time by mail or pre-paid post to our registered
agent for service of process, c/o SoldYet Pty Ltd.
27.
ASSIGNMENT
SoldYet may assign its rights and novate or
transfer obligations that arise under these Terms. You must not assign, novate
or otherwise transfer your rights or obligations under these Terms without the
prior written consent of SoldYet (which may be withheld).
28.
WAIVER
A provision of or a right created under
these Terms may not be waived except in writing signed by the party or parties
to be bound by the waiver. No single or partial exercise by any party of any
right, power or remedy will preclude any other or further exercise of that or
any other right, power or remedy. The rights, powers or remedies in these Terms
are cumulative with and not exclusive of any rights, powers or remedies
provided independently.
29.
ENTIRE AGREEMENT
These Terms supersedes all prior
representations, arrangements, understandings, and agreements between the
parties relating to the subject matter and sets forth the entire and exclusive
agreement and understanding between the parties.
30.
AMENDMENTS
We reserve the right to make changes to our
website, these Terms, our policies, and our listings at any time by posting the
changes on our website. Your continued access to or use of the Website and SoldYet
Services will constitute acceptance of the revised Terms.
31.
SEVERABILITY
If any of these Terms are judged invalid or
unenforceable for any reason whatsoever by a court of competent jurisdiction, such
invalidity or unenforceability (unless deletion of such provision would
materially adversely affect one of the parties) will not affect the operation
or interpretation of any other term to the intent that the invalid or
unenforceable term will be treated as severed from the Terms.