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Terms & Conditions

Silver Membership

We provide an online promotional platform featuring horse profiles, exclusive content, online breeding season contracts, progeny sale advertising and a comprehensive calendar of performance horse disciplines, including Campdrafting, Cuttin, Reined Cow-Horse and Challenging (Services), as set out in more detail on our website (Site).

In these Terms, when we say you or your, we mean you as an individual if you are accepting these Terms for yourself. When we say we, us, or our, we mean Eminent Equine Australia Pty Ltd (ACN 678 342 080).

These terms and conditions (Terms) form our contract with you, and set out our obligations as a service provider and your obligations as a customer. You cannot use the Services unless you agree to these Terms.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

1.

Engagement and Term

1.1
These Terms apply from the time you agree to these Terms until the date these Terms are terminated in accordance with their Terms (Term).
1.2
We may amend these Terms at any time with written notice. You agree to amendments by clicking "I accept" or continuing to use the Services after 30 days. If you disagree, stop using the Services. For prepaid Memberships, contact us within 30 days of notice to cancel and receive a pro-rata refund.
2.

Services

2.1
Subject to your compliance with these Terms, we will provide you with access to the Services.
2.2
As part of our Services, we will provide you with a calendar that includes upcoming events. We will try our best to include all upcoming events but we are not the relevant event organisers. We do not make any guarantee, warranty, promises or representation regarding the accuracy or currency of the information set out on our Site.
2.3
We will not be responsible for any other services unless expressly set out in these Terms or on our Site.
3.

Account

3.1
You may sign up for an Account in order to access and use the Services.
3.2
While you have an Account with us, you agree to:
(a)

keep your information up-to-date (and ensure it remains true, accurate and complete);

(b)

keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and

(c)

notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

3.3
If you close your Account, you will lose access to the Services.
4.

Membership

4.1
You may choose to purchase additional Services from us, as set out on our Site (Membership). Details of our Membership, including features, limitations and fees are set out on our Site. You must pay all amounts due under these Terms in accordance with these Terms or as set out on our Site (as applicable).
4.2
Renewal: All Memberships continue for a period of 12 months from the date of payment (Service Term) and do not automatically renew. At the end of each Service Term, your membership will expire, and you will lose access to the Membership unless you purchase a new annual membership. You are responsible for paying renewal fees if you wish to reactivate the Membership after your current Service Term expires. If you do not reactivate your Membership within 30 days of the expiry of your Membership, your Account will be deleted.
4.3
Cancellation: If you wish to cancel your Membership, you may do so through your Account. Your cancellation will take effect at the end of your current Service Term.
4.4
Our payment methods will be set out at the time you purchase the Services. If you choose to pay your fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out at the time you make payment).
4.5
You are responsible for paying any levies or taxes associated with your use of the Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).
5.

Licence

5.1
We grant you a personal, non-transferable right to use our Services during the Term. Your Membership access expires on the earliest of: the specified duration, termination of these Terms, or your cancellation of the Service.
5.2
You must not:
(a)

use the Services illegally or in ways that breach laws or infringe others' rights;

(a)

screen record any of the Exclusive Data;

(b)

interfere with or interrupt the supply of the Services, or any other person's access to or use of the Services;

(c)

introduce any viruses or other malicious software code into the Services;

(d)

use any unauthorised or modified version of the Services, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the Services;

(e)

circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or

(f)

access or use the Services to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

6.

Availability, Disruption and Downtime

6.1
We aim to keep our Services available but cannot guarantee 100% uptime. Services may be disrupted due to maintenance, third-party service issues, or other factors beyond our control. We are not liable for such disruptions and will provide you with reasonable notice where possible.
7.

Intellectual Property and Data

7.1
We own all intellectual property rights in the Services. This includes how the Services look and function, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on the Services.
7.2
We own or have licenses to all content displayed on the Services (Content). You do not have any ownership rights in any Content on the Services. Subject to your compliance with these Terms, we grant you a non-exclusive, revocable, non-sublicensable and non-transferable licence to view and use the Content, solely for your own personal use.
7.3
You must not, unless expressly authorised by us or these Terms:
(a)

circumvent or disable any content protection system or technical protection measure used in the Services or the Content;

(b)

copy or modify, in whole or in part, any of the Content;

(c)

screen record or capture any of the Content on the Site, including the Exclusive Data, without our prior written consent;

(d)

reproduce, retransmit, distribute, disseminate, sell, publish broadcast or otherwise commercialise the Content to any third party; or

(e)

breach, or allow any third party to breach, any intellectual property rights in the Content.

7.4
We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.
7.5
We may create anonymised statistical data from your use of the Services. We own this anonymised data and may use it to improve our Services, develop new products, identify trends, or make it publicly available, provided your identity cannot be determined from the data.
7.6
This clause 7 will survive the termination or expiry of these Terms.
8.

Confidential Information and Personal Information

8.1
While using the Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a 'need-to-know basis' (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.
8.2
However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.
8.3
We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on the Site, and applicable privacy laws.
8.4
You must only disclose Personal Information to us if you have the right to do so (such as having the individual's express consent).
8.5
We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).
8.6
Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.
8.7
This clause 8 will survive the termination or expiry of these Terms.
9.

Consumer Law Rights

9.1
In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms.
9.2
Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.
9.3
If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).
9.4
This clause 9 will survive the termination or expiry of these Terms.
10.

Liability

10.1
To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:
(a)

your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or

(b)

any use of the Services by a person or entity other than you.

10.2
Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:
(a)

neither we or you are liable for any Consequential Loss;

(b)

a party's liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss; and

(c)

Our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the amount of any fees paid by you to us during the 12 months immediately preceding the event giving rise to the Liability, or if you have not paid for the Service, to AU$1,000.

10.3
This clause 10 will survive the termination or expiry of these Terms.
11.

Suspension and Termination

Suspension

11.1
We may suspend your access to the Services where we reasonably believe there has been any unauthorised access to or use of the Services (such as the unauthorised sharing of login details for the Services). If we suspend your access to the Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate these Terms and your access to the Services will end.

Termination

11.2
We may terminate these Terms (meaning you will lose access to the Services, and any Memberships will be cancelled) if:
(a)

you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;

(b)

you breach these Terms and that breach cannot be remedied; or

(c)

we decide to discontinue the Services, in which case we will provide you with at least 90 days' written notice and if you have paid upfront for ongoing access to any of the Services (excluding one-time purchases) we will issue you a pro-rata refund for such Services.

11.3
You may terminate these Terms if:
(a)

we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or

(b)

we breach these Terms and cannot remedy the breach, you will receive a pro-rata refund for any unused portion of your prepaid Membership.

11.4
You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 12.8), and if you have any Memberships, termination will take effect at the end of your current Service Term.
11.5
Upon termination of these Terms, we will retain Your Data (including copies) as required by law or regulatory requirements.
11.6
Termination of these Terms will not affect any other rights or liabilities that we or you may have.
11.7
This clause 11 will survive the termination or expiry of these Terms.
12.

General

12.1
Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.
12.2
Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

If the Dispute is not resolved at that initial meeting refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation.

12.3
Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including the Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.
12.4
Governing law: These Terms are governed by the laws of New South Wales, and any matter relating to these Terms is to be determined exclusively by the courts in New South Wales and any courts entitled to hear appeals from those courts.
12.5
Illegal Requests: We reserve the right to refuse any request for or in relation to the Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.
12.6
Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.
12.7
Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.
12.8
Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.
13.

Definitions

13.1
In these Terms:
Account means an account accessible to the individual or entity who signed up to our Services.
Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated 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. However, your obligation to pay us any amounts for access to or use of the Services (including the Services) will not constitute "Consequential Loss".
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 us or you or otherwise.
Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.
Services means the services we provide to you, as detailed at the beginning of these Terms.

Breeding Season Terms and Conditions

In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean Eminent Equines Australia Pty Ltd (ACN 678 342 080).

These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a user. You cannot use our Services unless you agree to these Terms. The obligations in these Terms apply equally to Stallion Owners and Mare Owners, unless we state otherwise.

Where we provide template documents on our platform, these are provided for your general information and guidance purposes and are not tailored specifically to your situation or legal requirements. You are solely responsible for ensuring any template you choose to use is appropriate for your intended use and complies with applicable laws and we recommend seeking independent legal advice before modifying or using any templates. To the extent of any inconsistency between such templates and these Terms, these Terms prevail, and you waive and release us from any liability, loss, damage or expense arising from your use of any template.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

For questions about these Terms, or to get in touch with us, please email: info@eminentequine.com.au

1.

Services

1.1
Our Platform facilitates connections between horse owners and the public for breeding services. This includes:
(a)

Stallion Owners offering stallion breeding services (including semen); and

1.2
Mare Owners offering mare breeding services (including eggs and embryos). Subject to your compliance with these Terms, we will provide you with access to the Services and a right to use our Platform (which may be suspended or revoked in accordance with these Terms). Unless set out on the Platform, this right cannot be passed on or transferred to any other person.
1.3
We only provide our Services and are not a party to any transaction between Stallion Owners or Mare Owners.
2.

Account

2.1
Stallion Owners and Mare Owners must sign up for an Account in order to list their Offers.
2.2
While you have an Account with us, you agree to:
(a)

keep your information up-to-date (and ensure it remains true, accurate and complete);

(b)

keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and

(c)

notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

2.3
If you close your Account, you will lose access to the Services.
3.

Platform Summary

3.1
Our Platform facilitates connections between Stallion Owners and Mare Owners for the purposes of offering breeding services (Offer).
3.2
Stallion Owners may create Listings on our Platform detailing their Offers. By posting a Listing, Stallion Owners:
(a)

confirm that they are legally entitled to and capable of supplying the Offer described in the Listing;

(b)

warrant that all information in their Listing is accurate, complete and up to date;

(c)

agree to include all terms and conditions in the relevant Listing;

(d)

must have appropriate insurance to cover the Offer; and

(e)

must comply with all laws applicable to the Offer.

3.3
Mare Owners may:
(a)

browse existing Listings and interact with Stallion Owners through our Platform; and

(b)

submit requests for specific Offers, which Stallion Owners may respond to with custom Offers.

3.4
A binding contract (Confirmed Order) between Stallion Owners and Mare Owners is formed when:
(a)

a Mare Owner accepts an Offer by agreeing to terms through our Platform; and

(b)

the Stallion Owner confirms acceptance of the breeding agreement.

3.5
Stallion Owners and Mare Owners may negotiate modifications to a Confirmed Order. Any agreed changes must be documented in writing and will become part of the Confirmed Order.
3.6
Stallion Owners and Mare Owners must not use our Platform to obtain each other's contact details for the purpose of circumventing any fees payable to us for the use of our Platform and our Services.
3.7
We do not endorse or approve, and are not responsible for, any Offers or the details of any Listings. We may, at any time (at our sole discretion and without any Liability), remove any Listings, including where we consider an Offer or a Listing:
(a)

is illegal or offensive; and/or

(b)

contains graphic, inappropriate or unlawful content.

3.8
Upon termination of these Terms:
(a)

for Stallion Owners, their existing Listings will be removed and any purchased Offers not yet provided will be cancelled (and Mare Owners will be refunded accordingly); and

(b)

for Mare Owners, their purchased Offers not yet provided will be honoured unless it is a requirement of the relevant Offer that Mare Owners are active users of our Platform (in which case a refund will be at the discretion of Stallion Owners or the terms of the relevant Listing (if any)).

4.

Cancellations, Refunds and Disputes between Stallion Owners and Mare Owners

4.1
The cancellation and refund of any amounts paid in respect of an Offer is strictly a matter between Stallion Owners and Mare Owners. The terms and conditions of a Listing must clearly set out whether refunds or cancellations are permitted.
4.2
We encourage Stallion Owners and Mare Owners to attempt to resolve disputes (including claims for refunds or remedies) directly and in good faith, either through our Platform or through external communication methods. In the event that a dispute cannot be resolved through these means, Stallion Owners and Mare Owners may choose to resolve the dispute through other means, such as mediation. We are not responsible for mediating or resolving disputes between Stallion Owners and Mare Owners.
4.3
This clause 4 will survive the termination or expiry of these Terms.
5.

Payments

5.1
You must pay all amounts due under these Terms in accordance with these Terms or as set out on our Platform (as applicable).
5.2
We may pre-authorise or charge your payment method for a nominal amount to verify the payment method.
5.3
If any fees due to us under these Terms or as a result of your use of our Platform are not paid on time, we may:
(a)

suspend your access to our Services (including access to our Platform); and

(b)

charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia's cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.

5.4
You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).
6.

Platform Subscriptions and Listing Fees

6.1
Owner Membership
To create Listings on the Platform, you must maintain an active Owner Membership at $110 per annum (including GST).
6.2
Stallion Listing Fees
Stallion listing fees are:
(1)

First Year: $2,640 (including GST and photography fees);

(2)

Each Additional Year: $2,200 (including GST and photography fees).

6.3
Mare Listing Fees
Mare listing fees are:
(a)

First Year: $1,650 (including GST and photography fees)

(b)

Each Additional Year: $1,100 (including GST and photography fees)

6.4
Multiple Listing Discounts
Where you create multiple Listings:
(a)

the first Listing is charged at full price; and

(b)

each additional Listing receives a ten percent (10%) discount.

6.5
Billing and Renewal
All Subscriptions continue for the term that you selected when purchasing the Subscription (Subscription Term). At the end of each Subscription Term, provided you have paid all fees owing, your Subscription will be automatically renewed for the same term. If you wish to cancel your Subscription, you may do so through your Account. Your cancellation will take effect at the end of your current Subscription Term, and the Subscription will not be renewed (meaning you will need to continue paying all fees due up until your current Subscription Term ends). If you are on an annual Subscription Term, we will provide you with a renewal reminder at least 30 days prior to the Subscription renewing.
7.

Administration Fee

7.1
Mare Owner Administration Fee
Mare Owners pay an administration fee of $22 (including GST) to us when connecting with service providers through the Platform.
7.2
Payment of Administration Fees
Administration fees are displayed separately and paid in addition to any Listing fees. The Administration Fee must be paid to us for the use of our Services along with any third-party payment processing fees.
7.3
Administration fees are displayed separately and paid in addition to Subscription Fees.
7.4
The Administration Fee is not included in the Offer Price and must be paid additionally as an amount to us for the use of our Services along with any third-party payment processing fees.
8.

Payment Collection Services

8.1
Where a Stallion Owner uses our Platform to make an Offer and the Listing is accepted by a Mare Owner who uses the Platform to make a payment in respect of the Listing, each of the Stallion Owner and Mare Owner acknowledge and agree that:
(a)

the Stallion Owner hereby appoints us as its limited payment collection agent to collect the Mare Owners payment of the Offer Price on its behalf;

(b)

the Mare Owner must pay the Offer Price (to the Stallion Owner) plus the Administration Fee (to us) and plus any third-party payment processing fees using one of our third-party payment processors. The Mare Owner may need to accept the third-party payment processor's terms and conditions (if this is the case, these will be set out on our Platform);

(c)

the Mare Owners payment of the Offer Price to us in our capacity as the Stallion Owners limited payment collection agent will constitute the Mare Owner paying the Stallion Owner for the Offer set out in the Listing;

(d)

all monies paid for the Offer Price by Mare Owners will be held by us in a bank account separate to our day-to-day operational account (as limited payment collection agent for Stallion Owners) or by our third-party payment processors;

(e)

we will facilitate the Mare Owners payment of the Offer Price less any third-party payment processing fees to the Stallion Owner in our capacity as the Stallion Owners limited payment collection agent;

(f)

the Offer Price will be remitted to the Stallion Owner once the relevant Offer has been supplied;

(g)

the Supplier, and not us, will provide the Offer to the Recipient, and that the payment of the Offer Price to us does not constitute the Recipient paying us to provide the Offer to the Recipient; and

(h)

where applicable, any invoice generated by the Platform will have the Supplier (and not us and/or the Platform) listed as the entity making the "taxable supply" (as that term is defined by the A New Tax System (Goods and Services Tax) Act 1999 (Cth)) to the Recipient.

9.

Confidential Information

9.1
You may come across confidential information of other users during the use of our Services. You agree to:
(a)

keep all confidential information strictly confidential;

(b)

use confidential information solely for Platform transactions; and

(c)

not disclose confidential information without permission or as required by law.

9.2
We commit to protecting users' confidential information and will only use it for the purpose of supplying our Services.
9.3
This clause does not apply to information that is or becomes publicly available through no fault of the receiving party; is required to be disclosed by law, regulation, or court order; is rightfully received from a third party without a duty of confidentiality; is independently developed by the receiving party without use of confidential information; or is approved for release by written authorization of the disclosing party.
9.4
These obligations survive the termination or expiry of these Terms or any Platform transaction.
10.

Personal Information

10.1
We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on our website, and applicable privacy laws. As set out in our privacy policy, we may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors). As part of our Services, we will also need to disclose information about Mare Owners to Stallion Owners, and vice versa, so that they can connect and transact.
10.2
You must only disclose Personal Information to us if you have the right to do so (such as having the individual's express consent).
10.3
Stallion Owners and Mare Owners must not disclose Personal Information about each other to third parties unless authorised by these Terms or by law.
10.4
Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.
10.5
This clause will survive the termination or expiry of these Terms.
11.

Intellectual Property

11.1
We own all intellectual property rights in the Services. This includes how the Services look and function, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on the Services.
11.2
We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.
11.3
We do not own any of Your Data, but when you enter or upload any of Your Data into our Platform (including uploading a Listing), you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you have an Account with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:
(a)

supply our Services to you and otherwise perform our obligations under these Terms;

(b)

diagnose problems with our Services; and

(c)

perform analytics and improve, develop and protect our Platform.

11.4
You must ensure you hold all intellectual property rights in Your Data or information you share or upload to the Platform (including in a Listing) and you must not commit any intellectual property breach in connection with these Terms.
11.5
This clause will survive the termination or expiry of these Terms.
12.

Acceptable Use and Prohibited Conduct

12.1
You must not:
(a)

access or use our Platform in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;

(b)

use the Services for inappropriate, unethical, unreasonable or illegal reasons;

(c)

interfere with or interrupt the supply of our Platform, or any other person's access to or use of our Platform;

(d)

introduce any viruses or other malicious software code into our Platform;

(e)

attempt to access any data or log into any server or account that you are not expressly authorised to access;

(f)

use our Platform to send unsolicited electronic messages;

(g)

use data mining, robots, scraping or other data gathering and extraction tools on our Platform; or

(h)

access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

12.2
If you breach clause 17.1, we can suspend your access to the Platform or terminate these Terms in accordance with clause 21.1.
13.

Consumer Law Rights

13.1
In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms. Our liability for a breach of your Consumer Law Rights is, unless the laws of your jurisdiction state otherwise, limited to either resupplying our Services, or paying the cost of having our Services resupplied.
13.2
If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).
13.3
Mare Owners may have Consumer Law Rights owed to them by Stallion Owners in respect of Offers made by Stallion Owners.
14.

Liability

14.1
To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:
(a)

any aspect of the interactions between Stallion Owners and Mare Owners, including in relation to any Offers and Offer Listings;

(b)

your use of any template documents we make available on our Platform;

(c)

any use of our Services by a person or entity other than you or your personnel;

(d)

any user's breach of the Confidential Information, Personal Information and/or Intellectual Property provisions of these Terms;

(e)

disruptions or downtime caused or contributed to by third parties;

(f)

any decision by us under clauses clause 3.7 (Removal of Listing); or clause 21.1 (Suspension); and/or

(g)

your failure to comply with any app store requirements of Apple Inc. or the Google Play Store.

14.2
Where you engage third parties to operate alongside our Platform (for example, any third-party software systems you wish to integrate with our Platform), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise in writing.
14.3
Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:
(a)

neither we or you are liable for any Consequential Loss;

(b)

a party's liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss; and

(c)

our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to AU$1,000.

14.4
This clause will survive the termination or expiry of these Terms.
15.

Suspension and Termination

15.1
We may suspend your access to our Services where:
(a)

we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform);

(b)

we reasonably believe that you have breached these Terms; and/or

(c)

you fail to comply with any acceptable use or participation rules we have on the Platform.

If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.

15.2
We may terminate these Terms (meaning you will lose access to our Services, including access to your Account) if:
(a)

you fail to pay any amounts payable to us under these Terms when they are due;

(b)

you breach clause 17.1;

(c)

you (or as authorised under these Terms, your personnel) breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;

(d)

you (or as authorised under these Terms, your personnel) breach these Terms and that breach cannot be remedied; or

(e)

you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors' schemes of arrangement).

15.3
You may immediately terminate these Terms if:
(a)

we amend these Terms under clause 1.5;

(b)

we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or

(c)

we breach these Terms and cannot remedy the breach, and

if you have paid any Subscription Fees upfront, you will be issued a pro-rata refund of any unused Subscription Fees based on the portion of the then-current recurring Services Period remaining.

15.4
You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 22.6), and if you have a Subscription, termination will take effect at the end of your current Subscription Period.
15.5
Upon termination of these Terms we will retain Your Data (including copies) as required by law or regulatory requirements.
15.6
Termination of these Terms will not affect any other rights or liabilities that we or you may have.
15.7
This clause will survive the termination or expiry of these Terms.
16.

General

16.1
Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.
16.2
Disputes with Breeding Season Administration: Neither we nor you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

If the Dispute is not resolved at that initial meeting:

(a)

where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or

(b)

where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Sydney, New South Wales, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.

16.3
Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Platform), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.
16.4
Governing law: These Terms are governed by the laws of New South Wales, and any matter relating to these Terms is to be determined exclusively by the courts in New South Wales and any courts entitled to hear appeals from those courts.
16.5
Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, contractor relationship or employment relationship between us and you.
16.6
Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.
16.7
Service Availability: We strive to make the Services available but do not guarantee 100% uptime. The Services may be disrupted due to scheduled or emergency maintenance, or issues with third-party providers upon which the Services rely.
16.8
Updates to Terms: We may amend these Terms at any time, by providing written notice to you. By clicking "I accept" or continuing to use our 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 close your Account with effect from the date of the change in these Terms by providing written notice to us. If you close your Account, you will no longer be able to access our Services (including our Platform) on and from the date of cancellation and clause 15.3 will apply.
17.

Definitions

17.1
In these Terms:
Account means an account accessible to the individual or entity who signed up to our Services.
Administration Fee means the fee of $22 (incl. GST) payable by Mare Owners to us when connecting with Stallion Owners through the Platform.
Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated 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. However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute "Consequential Loss".
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 us or you or otherwise.

Salesbarn Terms and Conditions

We provide a platform where Owners and Buyers can connect and communicate (Platform).

In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean Eminent Equines Australia Pty Ltd (ACN 678 342 080).

These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a user. You cannot use our Services unless you agree to these Terms. The obligations in these Terms apply equally to Owners and Buyers, unless we state otherwise.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

For questions about these Terms, or to get in touch with us, please email: admin@eminentequine.com.au

These Terms were last updated on November 2025

OUR DISCLOSURES

Please read these Terms carefully before you accept. We draw your attention to:

  • our privacy policy (on our website) which sets out how we will handle your personal information;
  • clause 1.5 (Variations) which sets out how we may amend these Terms;
  • clause 5 (Membership) which sets out important information about your Membership, including whether you can cancel your Membership and whether your Membership auto-renews; and
  • clause 11 (Liability) which sets out exclusions and limitations to our liability under these Terms.

We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform.

These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.

1.

Platform Licence and Term

1.1
These Terms apply from when you sign up for an Account, until the date on which your Account is terminated in accordance with these Terms. We grant you a right to use our Services for this period of time only.
1.2
You must be at least 18 years old to use our Platform.
Platform Licence
1.3
While you have an Account, we grant you a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person and, if you have a Membership, will also be subject to the conditions of your Membership (as set out on our Platform or in your Account).
1.4

You must not:

(a)

access or use our Platform in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;

(b)

interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform;

(c)

introduce any viruses or other malicious software code into our Platform;

(d)

attempt to access any data or log into any server or account that you are not expressly authorised to access;

(e)

use our Platform to send unsolicited electronic messages;

(f)

use data mining, robots, scraping or other data gathering and extraction tools on our Platform; or

(g)

access or use our Platform to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

1.5
Variations: We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use our 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 close your Account and cancel your Membership with effect from the date of the change in these Terms by providing written notice to us. If you cancel your Membership:
(a)

you will no longer be able to access our Services (including our Platform) on and from the date of cancellation; and

(b)

if you have paid Membership Fees upfront, you will be issued a pro-rata refund based on the portion of the Membership Period remaining.

2.

Platform Summary

2.1
Our Platform is a place where Owners and Buyers can find each other, and advertise, buy and sell progeny (Offers). We only provide our Services (including our Platform) and are not a party to any transaction between Owners and Buyers in relation to an Offer (see the “Our Services” section below for more information about the services we provide to you).
2.2
Owners wanting to publish Offers on our Platform must create an Account. Owners must provide an accurate and complete description of the Offer they wish to provide (Offer Listing), including the fees for the Offer (Offer Price).
2.3
Buyers can browse Offer Listings without an Account. Buyers wanting to purchase Offers in an Offer Listing may create an Account, and may request to, but are not required to, purchase an Offer by sending a request through our Platform.
2.4
Owners must include all additional terms and conditions relating to their Offer in the relevant Offer Listing. By making payment of the Offer Price, Buyers accept the additional terms and conditions in the Offer Listing.
2.5
We do not endorse or approve, and are not responsible for, any Offers not provided by us. We may, at any time (at our sole discretion), remove any Offers, including where an Offer: (a) is illegal or offensive; or (b) contains graphic, inappropriate or unlawful content.
2.6
Communication: Owners and Buyers can communicate privately outside of the Platform. Owners and Buyers must not use our Platform to obtain each other’s contact details for the purpose of circumventing any fees payable to us for the use of our Platform and our Services.

For Owners Only

2.7
By posting an Offer Listing, you confirm that you are legally entitled to and capable of supplying the Offer described in the Offer Listing.
2.8
You must have appropriate insurance to cover the Offers that you make through our Platform. We may request that you provide us with evidence of your insurance cover. Where we do so, we are not confirming that the insurance you have is sufficient or suitable for the Offers you make. If we do not ask you to provide evidence of insurance, this does not indicate that we believe you do not require insurance. You acknowledge and agree that it is your responsibility to make your own investigations and receive professional advice on the insurance you require.
2.9
You grant us a non-exclusive, irrevocable, royalty-free, sublicensable and transferable licence for the duration that your Offer is available on our Platform, to host your Offers on our Platform for the purpose of making your Offers available to Buyers.
3.

Our Services

3.1
Subject to your compliance with these Terms, we will provide you with access to our Platform (our Services).
3.2
We will not be responsible for any other services unless expressly set out on in these Terms or on our Platform.
3.3
Additional Services: If you require additional services, we may, in our sole discretion, provide such additional services (to be scoped and priced in a separate contract provided by us).
4.

Account

4.1
Accounts for Owners and Buyers are different, and you must choose the correct Account based on how you want to use our Platform.
4.2

While you have an Account with us, you agree to:

(a)

keep your information up-to-date (and ensure it remains true, accurate and complete);

(b)

keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and

(c)

notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

5.

Platform Membership – Applicable to Owners Only

5.1
To create Listings on the Platform, you must maintain an active Owner Membership at $110 per annum (including GST).
5.2
During the Membership Period, you will be billed for the Membership Fees on a recurring basis, as set out on our Platform (Billing Cycle).
5.3
You will be billed for any Membership Fees due at the beginning of each Billing Cycle. Our payments methods will be set out on our Platform. If you choose to pay your Membership Fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out on our Platform).
5.4
You must not pay, or attempt to pay, any Membership Fees by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account in accordance with your Membership, and you confirm that you are either the holder or an authorised signatory of that bank account.
5.5
Cancellation: Your Membership continues for the Membership Period, and at the end of each Membership Period, provided you have paid all Membership Fees owing, your Membership will be automatically renewed for the same Membership Period. If you wish to cancel your Membership, you may do so through your Account. Your cancellation will take effect at the end of your current Membership Period, and your Membership will not be renewed (meaning you will need to continue paying all Membership Fees due up until your current Membership Period ends). If you are on an annual Membership, we will provide you with a renewal reminder at least 30 days prior to your Membership renewing.
6.

Payments

5.1
You must pay all amounts due under these Terms in accordance with these Terms or as set out on our Platform (as applicable).
6.2
You must not pay, or attempt to pay, any fees due under these Terms or as a result of your use of our Services by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account, and you confirm that you are either the holder or an authorised signatory of that bank account.
6.3
We may pre-authorise or charge your payment method for a nominal amount to verify the payment method.
6.4
Late Payments: If any fees due to us under these Terms or as a result of your use of our Services are not paid on time, we may suspend your access to our Services (including access to our Platform).
6.5
Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).
7.

Availability, Disruption and Downtime

7.1
While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.
7.2
Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.
7.3
We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.
8.

Confidential Information and Personal Information

8.1
While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.
8.2
However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.
8.3
We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on our website, and applicable privacy laws
8.4
You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).
8.5
Owners and Buyers must not disclose Personal Information about each other to third parties unless authorised by these Terms or by law.
8.6
We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors). As part of our Services, we will also need to disclose information about Buyers to Owners, and vice versa, so that they can connect and transact. .
8.7
Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us. .
9.

Consumer Law Rights

9.1
In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms. Our liability for a breach of your Consumer Law Rights is, unless the laws of your jurisdiction state otherwise, limited to either resupplying our Services, or paying the cost of having our Services resupplied.
9.2
Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.
9.3
If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).
9.4
Buyers may have Consumer Law Rights in respect of Offers made by Owners.
9.5
Cancellations and Refunds between Owners and Buyers

The cancellation and refund of any amounts paid in respect of an Offer is strictly a matter between Owners and Buyers. The terms and conditions of an Offer Listing must clearly set out whether refunds or cancellations are permitted.
10.

Intellectual Property and Data

10.1
We own all intellectual property rights in our Services (including our Platform). This includes how our Platform looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Platform.
10.2
We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.
10.3
We do not own any of Your Data, but when you enter or upload any of Your Data into our Platform, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you have an Account with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:
(a)

supply our Services to you (for example, to enable you to access and use our Services), and otherwise perform our obligations under these Terms;

(b)

diagnose problems with our Services;

(c)

improve, develop and protect our Services;

(d)

send you information we think may be of interest to you based on your marketing preferences;

(e)

perform analytics for the purpose of remedying bugs or issues with our Platform; or

(f)

perform our obligations under these Terms (as reasonably required).

10.4
You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks, and may be transferred unencrypted.
10.5
You are responsible for (meaning we are not liable for):
(a)

the integrity of Your Data on your systems, networks or any device controlled by you; and

(b)

backing up Your Data.

10.6
When you use our Services, we may create anonymised statistical data from Your Data and usage of our Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.
10.7
If you do not provide Your Data to us, it may impact your ability to receive our Services.
11.

Liability

11.1
To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:
(a)

any aspect of the interactions between Owners and Buyers, including in relation to any Offers and Offer Listings

(b)

your use of any template documents we make available on our Platform;

(c)

your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or

(d)

any use of our Services by a person or entity other than you.

11.2
Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:
(a)

neither we or you are liable for any Consequential Loss;

(b)

a party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;

(c)

(where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and

(d)

our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the amount of any Membership Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates, or if you do not have a Membership, to AU$1,000.

12.

Suspension and Termination

12.1
We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform). If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.
12.2
We may terminate these Terms (meaning you will lose access to our Services, including access to your Account, and any Membership will be cancelled) if:
(a)

you fail to pay your Membership Fees when they are due;

(b)

you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;

(c)

you breach these Terms and that breach cannot be remedied; or

(d)

you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors' schemes of arrangement).

12.3
You may terminate these Terms if:
(a)

we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or

(b)

we breach these Terms and that breach cannot be remedied, and

if you have paid Membership Fees upfront, you will be issued a pro-rata refund of any unused Membership Fees based on the portion of the then-current Membership Period remaining.

12.4
You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 13.9), and if you have a Membership, termination will take effect at the end of your current Membership Period.
12.5
Upon termination of these Terms:
(a)

we will retain Your Data (including copies) as required by law or regulatory requirements;

(b)

for Owners, their existing Offer Listings will be removed and any purchased Offers not yet provided will be cancelled (and Buyers will be refunded accordingly); and

(c)

for Buyers, their purchased Offers not yet provided will be honoured unless it is a requirement of the relevant Offer that Buyers are active users of our Platform (in which case a refund will be at the discretion of Owners or the terms of the relevant Offer Listing (if any)).

12.6
Termination of these Terms will not affect any other rights or liabilities that we or you may have.
13.

General

13.1
Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.
13.2
Disputes between Owners and Buyers: We encourage Owners and Buyers to attempt to resolve disputes (including claims for refunds or remedies) directly and in good faith, either through our Platform or through external communication methods. In the event that a dispute cannot be resolved through these means, Owners and Buyers may choose to resolve the dispute through other means, such as mediation. We are not responsible for mediating or resolving disputes between Owners and Buyers.
13.3
Disputes with Salesbarn: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

If the Dispute is not resolved at that initial meeting:

(a)

where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or

(b)

where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Sydney, New South Wales, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.

13.4
Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.
13.5
Governing law: These Terms are governed by the laws of New South Wales, and any matter relating to these Terms is to be determined exclusively by the courts in New South Wales and any courts entitled to hear appeals from those courts.
13.6
Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.
13.7
Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.
13.8
Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.
13.9
Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.
14.

Definitions

14.1
In these Terms:
Account means an account accessible to the individual or entity who signed up to our Services.
Buyer means an individual or entity who purchases a horse via a Listing.
Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated 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. However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute "Consequential Loss".
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 us or you or otherwise.
Listing means a description of an Offer created by an Owner on our Platform, which includes details of the Offer, its terms and conditions, and the Offer Price.
Membership means the Membership plan you have chosen through our Platform, which you use to access certain features and benefits.
Membership Fees means the fees you pay to us to access your chosen Membership.
Membership Period means the duration of your Membership (such as monthly, annually, or as otherwise set out on our Platform).
Offer has the meaning given in clause 2.1.
Offer Listing has the meaning given in clause 2.2.
Offer Price has the meaning given in clause 2.2.
Owner means an individual or entity who owns a horse and offers this for sale through the Platform by creating a Listing.
Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.
Platform means our cloud-based platform that we provide you with access to as part of the Services.
Services means the services we provide to you, as detailed in clause 3.1.
Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you when receiving our Services or stored by or generated by your use of our Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services. Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.
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