Terms of Service

Flippa has recently updated their Terms of Service (“​Terms​”).

LAST UPDATED: 5 July 2019

In these Terms, Flippa.com Pty Ltd (ACN 135 570 713) is individually and collectively referred to as “Flippa” “we” or “us”.

These Terms constitute a legally binding agreement (“​Agreement​”) between you and Flippa governing your access to and use of the Flippa.com website (“​Site​”) and all other associated services (collectively, “​Flippa Services​.”) The Site and Flippa Services together are hereinafter collectively referred to as the “​Flippa Platform​.”

Please read the Terms carefully. By clicking a button or checkbox on your computer screen including your acceptance of this Agreement, or by proceeding to access or use the Flippa Platform (even just browsing) you will be deemed to have accepted and agree to comply with and be bound by these Terms.

1. The Flippa Platform

Flippa Platform is an online marketplace enabling a registered user (“​Seller​”) to

(a)  advertise for sale a Business or Asset they own, as defined below, on the Flippa Platform (“​Listing​”); and

(b)  to connect, communicate and transact with a registered user (“​Buyer​”) who is looking to purchase, or offer to purchase, a Business or Asset.

These Terms apply to your use of the Flippa Platform in your capacity as a Seller, Buyer or both a Seller and Buyer.

A reference to “​Business​” in these Terms means a collection of Assets.

A reference to an “​Asset​” in these Terms includes, but is not limited to:

(c)  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;

(d)  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;

(e)  a brand name relating to a Business, including any registered trademarks specified in the Listing;

(f)  any records;

(g)  all rights to a domain name;

(h)  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

(i)  any other particulars which a Seller specifies are being sold as part of a Listing.

You acknowledge and agree that Sellers are responsible for their Listings and that Flippa does not own, create, sell, resell, provide, control, offer, deliver or Listings.

2. Your Relationship with Flippa

Flippa is not and does not become a party to or other participant in any contractual relationship between a Buyer and Seller, nor is Flippa a broker or insurer.

No joint venture, partnership, employment, or agency relationship exists between you and Flippa as a result of this Agreement or your use of the Flippa Platform.

3. Your Account with Flippa

To access and use certain features of the Flippa Platform, such as publishing a Listing, you must register for an account (“​Flippa Account​”).

By creating a Flippa Account, you represent and warrant to Flippa that you over 18 years of age and you can form legally binding agreements under applicable law. You may permit minors under 18 years of age to use your Flippa Account on your behalf provided that you are their parent or legal guardian, and provided that their use of your Flippa Account occurs under your supervision at all times. If you do permit a minor to use your Flippa Account in accordance with the forgoing then you agree that you are responsible for their actions, omissions or negligence and you indemnify Flippa against any loss, cost, expense or damage it may suffer as a result of the same.

If you are registering a Flippa Account for a business, organisation or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant Flippa all permissions and licenses provided in these Terms.

Your Flippa Account will be created using Flippa’ online sign up process, or any other method specified by Flippa from time to time. Unless authorised by Flippa in writing, you may have only one Flippa Account, unless authorised by Flippa in writing.

Your Flippa Account will permit you to login to the Site and manage your Flippa Account and make use of the Flippa Platform. You agree to maintain accurate, complete, and up-to-date information in Flippa Account. Your failure to maintain accurate, complete and up-to-date information for your Flippa Account, including having an invalid or expired payment method on file, may result in your inability to access or use the Flippa Platform.

You must not assign or otherwise transfer your Flippa Account to any other person or entity. You are responsible for all activity that occurs under your Flippa Account and you agree to maintain the security and secretary of your Flippa Account username password at all times.

4. Term

This Agreement will commence on the date that you first use or access the Flippa Platform or create a Flippa Account and will terminate at the later of the date that your Flippa Account is terminated or closed or you otherwise permanently cease using the Flippa Platform.

If after termination or closure of your Flippa Account, your Flippa Account is reactivated or a new Flippa Account is opened, or you otherwise recommence to use the Flippa Platform, then you will again become bound by these Terms.

5. ID Verification

Flippa does not endorse any Buyer, Seller or Listing. 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 Flippa about any Buyer or Seller, including the Buyer or Seller’s identity or background or whether they are trustworthy, safe or suitable.

To use the Flippa Platform, you may be asked to provide proof of identity or other method of identity verification to access or use the Services. You agree to provide Flippa or any third party which provides goods or services to Flippa with all identification documents (including but not limited to, copies of passports and/or government issued drivers licence) which Flippa requests from you from time to time for the purposes of verifying your identity.

6. Flippa Payments

Flippa is not an escrow service and does not hold property on behalf of any person. Flippa 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 Flippa Platform are provided to you by one or more independent third-party entities, as appropriate (“​Flippa Payments”​).

If you choose to use Flippa Payments, you hereby consent and authorise Flippa to share any information and payment instructions you provide with any third-party service provider(s).

7. Payment of Fees

When you set up a Listing, you will be charged $15 per month (“​Listing Fee​”). Listing Fees are paid in advance and billed in 30-day intervals. Unless otherwise indicated, Listing Fees and any other charges are in U.S. dollars, and all payments shall be in U.S. currency.

You must keep a valid credit card on file with us to pay all incurred and recurring Listing Fees. Flippa will charge the Listing Fee to the credit card account that you authorise (“​Authorised Card​”) and will continue to charge the Authorised Card (or any replacement card) for the Listing Fee until:

(a)  you sell your Business or Asset; or

(b)  your Authorised Card is rejected, and you do not provide a replacement, within 14 days; or

(c)  you cancel your Listing in accordance with the method described below, at least 24 hours before

your scheduled payment date; or

(d)  Flippa otherwise removes your Listing.

If we are unable to process payment of the Listing Fee using the Authorised Card, we will make a second attempt to process payment using the Authorised Card three days later. If the second attempt is not successful, Flippa will make a final attempt three days following the second attempt. If our final attempt is not successful, we may suspend or remove your Listing. Your Listing will be reactivated upon payment of any outstanding Listing Fees.

You may update your Authorised Card by contacting ​[email protected]​. Following any update, you authorise us to continue to charge your Authorised Card.

You may cancel your Listing and/or your Flippa Account by emailing ​[email protected]​ and then following the specific instructions indicated to you in Flippa’s response.

8. Success Fee

If you successfully sell your Business or Asset to a Buyer who learns of your Listing through the Site, you agree to pay Flippa a fee (“​Success Fee​”) calculated as a percentage of the sale price paid by the Buyer for your Business or Asset (including any applicable Taxes) (“​Final Sale Price​”). More information about when the Success Fee applies and how it is calculated can be found on our ​Success Fee Page.

If you use Flippa Payments to process the Final Sale Price, Flippa will deduct the Success Fee from the Final Sale Price before remitting the payout to the Seller. If you do not use Flippa Payments to process the Final Sale Price, Flippa will invoice you for the Success Fee and you are responsible for paying the Success Fee to Flippa within 14 days. Except as otherwise provided in these Terms, Success Fees are non-refundable. Flippa reserves the right to change the Success Fee at any time and will provide Buyers and Sellers with adequate notice of those changes before they become effective.

9. Terms Specific to Sellers

You must only list a Business or Asset for sale which you own and/or which you are entitled to sell.

“Intellectual Property Rights”​ for the purpose of these Terms means all intellectual property rights of any type whatsoever throughout the world including all rights which subsist in copyright, patent rights, trademark rights, designs and plant breeder rights, whether or not such rights are registered or able to be registered.

By creating a Listing, you warrant and represent to Flippa and to each Buyer that:

(a) you are the owner of all Intellectual Property Rights and all other rights, title and interest in the Asset(s);

(b) the Asset(s) and all of their components are transferable to the Buyer; and

(c) any and all agreements with third parties are transferable to the Buyer.

You must not create a Listing for a Business or Asset which:

(a) is obscene, vulgar and/or deemed by Flippa to be offensive;

(b) contains material which infringes the Intellectual Property Rights of a third party or which assists others to infringe the Intellectual Property Rights of a third party;

(c) is engaged in activities which contravenes law of any territory; or

(d) Flippa deems inappropriate or in breach of these Terms.

10. Terms Specific to Buyers

As a Buyer, you shall conduct any and all inquiries into and discussions about a Business or Asset in a Listing solely through the Flippa Platform. You are able submit an offer to purchase a Business or Asset contained in a Listing on the Flippa Platform. You must not make or present an offer or propose to purchase a Business or Asset to the Seller outside the Flippa Platform.

Your decision to purchase a Business or Asset shall be based solely on your own investigation and that of your legal, tax and other advisors. As a Buyer, you accept sole responsibility for examining and investigating a Business or Asset and all information contained 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 Business or Asset and the price you are willing to pay. You understand that Flippa may display only a summary description of a Business or Asset.

You understand and acknowledge that a Seller has entered into an agreement with Flippa providing that they, shall pay a Success Fee to Flippa if a Business or Asset is sold, transferred or assigned to a Buyer introduced to that Seller by or through your use of Flippa Platform. You understand that the Success Fee is paid by the Seller unless you breach the Terms in which case you agree to pay the Success Fee.

You must not make a payment outside of the Flippa Platform for a Business or Asset contained in a Listing. If you do so, you acknowledge and agree that you:

(a) would be in a breach of these Terms;
(b) accept all risks and responsibility for such payment, and
(c) hold Flippa harmless from any liability for such payment.

You must not circumvent or otherwise interfere with or impair Flippa’s right to receive a Success Fee or the right of a Flippa cooperating broker to receive a commission for such transaction, for any reason. Should you, your spouse, your friend or other family member or business partner purchase all or a part of the Business or Asset shown or introduced to you by or through your use of the Flippa Platform, or should you acquire any interest in or become affiliated in any capacity with a Business or Asset shown or introduced to you by Flippa, its agents, servants, employees, brokers or assigns, without Flippa’s participation, or in any way interfere with Flippa’s right to a Success Fee, you agree that you shall become personally liable to Flippa, and/or a Flippa cooperating broker for the full amount of such fee and any other damages including costs and reasonable attorney fees.

11. User Content

When you create a Listing, you, as a Seller, will be asked to provide complete and accurate information about your Business or Asset including, but not limited to a business description and current and historical financial data (“​User Content​”). You are responsible for keeping your Listing information up-to-date at all times.

When you upload User Content to the Flippa Platform, you grant Flippa a non-exclusive, worldwide, perpetual, irrevocable, royalty-free right to exercise any and all Intellectual Property Rights, including copyright and trademark rights you have in that content, now or in the future for any other purpose.

To the maximum extent permitted by law (either present or future), you irrevocably and unconditionally consent to the maximum extent permitted by law (either present or future), to Flippa and its assignees reproducing, adapting, publishing, exhibiting, communicating, transmitting or otherwise using the User Content or an adaption of the User Content, anywhere in the world in whatever form and in whatever circumstances Flippa thinks fit, including adding to or altering the content.

12. Sale Price

You are solely responsible for setting a price for your Listing (“​Asking Price​”). To help prospective Sellers determine an appropriate Asking Price, Flippa makes a valuation calculator available for use and accessible here(“​Flippa Valuation Calculator​”). As a Seller, you acknowledge and agree that any valuation produced by the Flippa 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 Business or Asset and without having regard to market conditions or features which may affect the value and saleability of the Business or Asset.

13. Ranking on Flippa

The placement and ranking of Listings in search results on the Flippa Platform may vary and depend on a variety of factors, such as business model, asking price, profitability, page views, buyer activity, listing upgrades, and financial information.

14. Discussion Forum

Buyers and Sellers can interact and exchange information in relation to a Listing on the Flippa Discussion Forum. The Discussion Forum is private as between a Buyer and Seller but accessible to Flippa. You agree that communication should at all times comply with these Terms, be professional and related to a Listing. Any
communication of a personal or solicitous nature, which contains spam, is unrelated to a Listing, attempts to close the transaction outside of the Flippa platform, or contains contact details, including phone numbers, is not allowed. Hateful, offensive, violently threatening, racist, obscene, profane, illegal or vulgar language and content is not tolerated on Flippa and will result in an immediate and permanent cancellation of your Flippa Account.

15. Auction-Format and Fixed-Priced Listings

Flippa enables two kinds of listings — auction-format listings and fixed price-listings.

With a fixed price-listing, any Buyer can offer to purchase a Business or Asset contained in a Listing. An offer must be placed on the Flippa Platform. A Seller can accept, reject or counter any offer. Should the Seller accept your offer, you agree that you are committing to purchase the Business or Asset described in a Listing and you may be obliged to pay the Seller for it.

With an auction-format listing, Buyers and Sellers each acknowledge and agree that Flippa is not an auctioneer and a Seller conducts the auction on their own behalf. A Seller will accept bids from Buyers for a predetermined amount of time, usually 30 days. You agree, as a Buyer, that you must place a bid that is higher than the current bid. At the end of the auction, the Business or Asset contained in the Listing will be declared sold to the highest bidder or a Buyer whose bid exceeds the reserve price set by the Seller. You may ultimately pay less than your bid, if you are the highest bidder. Should you win the auction, you agree that you are committing to purchase the Business or Asset described in a Listing and you may be obliged to pay the Seller for it.

An auction-format listing may also show a “Buy It Now” button with a price listed next to it. A Buyer may purchase the Business or Asset described in the Listing simply by clicking the “Buy It Now” button. The “Buy it Now” request must still be accepted by the Seller. By clicking “Buy it Now”, you, as a Buyer, are committing to purchase and will be obliged to pay for the Business or Asset described in the Listing.

16. Sale Contract

Flippa strongly recommend a Buyer and Seller negotiate and enter into a written contract specifying the terms and conditions of a transaction prior to the transfer of assets and funds. These Terms apply regardless of whether the Buyer and Seller elect to use a contract of sale. Flippa is not a party to any transaction or agreement between any Seller or Buyer and is not responsible in any way for compliance by each Buyer or Seller with a contract of sale or otherwise any act or omission of a Seller or Buyer.

To help facilitate a safe, secure transaction and to preserve the integrity of the Flippa Platform, Flippa has made available a Template Letter of Intent and Template Sale Agreement for use by Buyers and Sellers (“​Flippa Templates​”). You acknowledge that you use the Flippa Templates at your own risk. You agree that Flippa has not in any way provided legal or financial advice in relation to the Flippa Templates or made representations or warranties that the Flippa Templates are suitable for your requirements or needs and may not be appropriate or suitable to the sale or purchase of a particular Business or Asset. Flippa recommends both the Seller and Buyer seek their own independent legal advice in relation to the Flippa Templates.

17. Refunds

If Flippa issues you a refund, that refund will be paid to you using the same payment method you used to pay the Listing Fee to Flippa. Flippa may refund an amount of any Flippa Fees paid by you if you are entitled to a refund in accordance with these Terms or Flippa is required by law or considers that it is required by law to do so. Flippa’s determination as to whether a refund is required is final and conclusive and may not be challenged by you.

18. Flippa Credits

You may earn points for your activity on the Flippa Platform (“​Flippa Credits​”). Flippa Credits are not equivalent to any currency. They may however be used to pay for services provided by Flippa in accordance with rules specified by Flippa from time to time. You cannot use Flippa Credits to pay for a Business or Asset on the Flippa Platform. The balance of any Flippa Credits held by you may be reduced at any time by Flippa for any amount owing by you to Flippa on any account whatsoever including in relation to compensating Flippa 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 Flippa Credits held by you will expire 12 months from the date that you last spent any Flippa Credits. Balances of your Flippa Credits which are not spent within this 12-month period are lost. You acknowledge and agree that Flippa is not liable to you for any unauthorised withdrawals or unauthorised spend of your Flippa Credits, including where such withdrawal or spend arises from any unauthorised use or access of your Flippa Account or the Flippa Platform.

For the avoidance of doubt, you may not make withdrawals of, or spend any Flippa Credits during any period of suspension of your Flippa Account. Further Flippa may in its discretion retain the balance of all Flippa Credits in your account towards compensating Flippa for any loss and damage it may have suffered as a result of your breach of this Agreement which lead to the Flippa Account suspension.

19. Prohibited Activities

You are solely responsible for compliance with any and all laws, rules, regulations and tax obligations that may apply to your use of the Flippa Platform.

In connection with your use of the Flippa Platform, you will not and will not assist or enable others to:

(a)  breach any applicable laws or regulations, agreements with third-parties, third-party rights, these Terms or our Policies.

(b)  use the Flippa Platform for any commercial or other purpose that is not expressly permitted by these Terms or in a manner that falsely implies Flippa endorsement, partnership or otherwise misleads others as to your affiliation with Flippa;

(c)  copy, store or otherwise access or use any information, including personally identifiable information about any other Buyer or Seller, contained on the Flippa Platform in any way that is inconsistent with Flippa’s Privacy Policy or these Terms or that otherwise violates the privacy rights of Buyer or Sellers or third parties;

(d)  contact another Buyer or Seller for any purpose other than asking a question related to a Listing, including, but not limited to, recruiting or otherwise soliciting any Buyer or Seller to join third-party services, applications or websites, without Flippa’s prior written approval;

(e)  resell or sublicense the use of the Site or your Flippa Account to any other person;

(f)  use your Flippa Account in a fraudulent or illegal manner, or email or send any materials from your Flippa Account which are offensive, unlawful, harassing, libellous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable;

(g)  use your Flippa Account to infringe the copyright, trademark, patent or other Intellectual Property Rights of any person;

(h)  use, display, mirror or frame the Flippa Platform, or any individual element within the Flippa Platform, Flippa’s name, any Flippa trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Flippa platform, without Flippa’s express written consent;

(i)  dilute, tarnish or otherwise harm the Flippa brand in any way,

(j)  use the Flippa Platform in connection with the distribution of unsolicited commercial messages (“spam”);

(k)  use your Flippa Account to send or deliver viruses, spyware, malware or other harmful, disruptive, or destructive files;

(l)  use your Flippa Account in such a way which damages the Site or denies access to the Site to other users of the Flippa Platform; or

(m)  intentionally or recklessly use your Flippa Account in a way that degrades the performance of the Site for other users.

20. Transaction Feedback

Flippa invites buyers and sellers to share their experiences in an open forum (“​Feedback​”). Flippa encourages genuine and honest Feedback that is both helpful to the recipient and to the wider Flippa community. Feedback can be posted to individual Flippa Account or Listing, once sold. Feedback is public and viewable by registered users. Feedback is displayed on Flippa Account profiles, and the current feedback score is displayed next to a Flippa Account holder’s username wherever it appears on the site.

Feedback content should relate only to the Listing that the parties were involved in. Content of a personal or solicitous nature, SPAM, containing contact details or not related in any way to a Listing that parties were involved in are not allowed. If you have any questions about what is allowed, please contact ​[email protected]​.

Buyers are not allowed to exchange positive reviews for goods or services that were not a part of the original transaction, or a refund. Sellers are not allowed to require a buyer to leave a positive review for monetary or other compensation, refunds or other goods and services not included in the original sale.

A user is not allowed to conspire to increase each other’s feedback without merit or attempt to damage a member’s reputation with Feedback that is negative or not warranted. Flippa is authorised to remove Feedback at any time and for any reason in its sole and absolute discretion.

21. Termination

This Agreement may be terminated by Flippa immediately on written notice to you:

(a)  if you are in default or breach of these Terms; and

(b)  Flippa has provided you with 24 hours written notice of the default or breach and where the breach or default is capable of rectification, you fail to rectify the breach or default within the period of the notice;

(c)  Flippa has reasonable grounds to believe that you are a repeat infringer of copyright or otherIntellectual Property Rights; or

(d)  without cause by giving thirty (30) days’ notice to you.

Upon the termination of this Agreement:

(a)  any Listings which you have placed on Flippa.com will instantly terminate;

(b)  Flippa will, within a time period determined by Flippa, withdraw the use of the Flippa Platform

from you;

(c)  any Flippa Credits you hold will be canceled immediately.

Clause 3, 17, 21, 23, 26, 27 and 30 will survive the termination of this Agreement.

22. Third Party Links

The Flippa Platform 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. Flippa is not a party to those agreements — they are solely between you and the third party.

23. Intellectual Property

You acknowledge that Flippa is the owner of all Intellectual Property Rights which subsist in your Flippa Account and the Flippa Platform (but not your Business or Assets). You acknowledge that you have no Intellectual Property Rights in your Flippa Account or the Flippa Platform.

Each Seller warrants to Flippa that its Business, Assets and its Listing at all times will not infringe the Intellectual Property Rights of a third party.

You acknowledge that the obligations of Sellers and Buyers in relation to the transfer of the Intellectual Property Rights in a Business or Asset(s) from a Seller to a Buyer will be set out in the Sale Contract.

You acknowledge and agree that Flippa will not be liable or responsible for any breach by a Buyer or Seller of any Intellectual Property Rights or other rights held by a third party in relation to the supply or purchase of a Business or Asset or in relation to a Listing.

You hereby grant Flippa a royalty-free, irrevocable, worldwide, perpetual licence to display and use the contents of your Listing, including any excerpts from your Business or Asset(s) which are contained in your Listing.

24. Suspension

Without limiting other remedies available to Flippa, in equity or under this Agreement, Flippa may, without notice to you and in our sole discretion (which shall be exercised reasonably, having regard to the circumstances), delay publishing your Listing, delete your Listing, issue you a warning, restrict your activities on the Flippa Platform (including to buying and selling), temporarily suspend, indefinitely suspend to delete your Flippa Account, or require you to pay additional fees if:

(a) you have, or we believe that you have, breached this Agreement, which includes Flippa Policies;

(d) we are unable to verify or authenticate information provided by you;

(e) we believe your actions may cause loss or damage to or otherwise unlawfully harm you, our users,

third parties or us, our related bodies corporate or affiliates, our directors, employees or agents; or (f) if we reasonably believe that any of your information (including the content of a Listing on the

Flippa Platform) is inappropriate or of an offensive nature.

25. Disclaimer

The Flippa Platform is provided “as is” and “as available.” Flippa disclaims all representations and warranties, express, implied, or statutory, not expressly set out in these terms, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. In addition, Flippa makes no representation, warranty or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the Flippa Platform or any services or goods bought or sold through the use of the Flippa Platform, or that the Flippa Platform will be uninterrupted and error-free.

Flippa has no control over and does not guarantee:

(a) the existence, quality, suitability of legality of a Listing;

(g)  the truth, accuracy or completeness of a Listing description;

(h)  the future performance of a Business or Asset described in a Listing;

(i)  the performance or conduct of any Buyer or Seller or third party on, or outside the Flippa Platform;

and/or

(j)  the quality, suitability or ability of a third party which provides goods or services to Flippa or to

Buyers and Sellers via the Site.

You agree that the entire risk arising out of your use of the Flippa Platform, and any service or good requested in connection therewith, remains solely with you, to the maximum extent permitted under applicable law.

26. Limitation of Liability

Flippa shall not be liable for indirect, incidental, special, exemplary, punitive or consequential damages, including lost profits, lost data, personal injury or property damage related to, in connection with, or otherwise resulting from any use of the Flippa Platform, Listings or other goods or services provided under this Agreement, regardless of any breach or default by, or any negligence (either active, affirmative, sole or concurrent) of Flippa.

Flippa shall not be liable for any damages, liability or losses arising out of:

(a) your use of or reliance on the Flippa Platform or your inability to access or use the Flippa Platform; or

(k) any transaction or relationship between you and a Buyer or Seller.

The Flippa Platform may be used by you to purchase goods from a Seller or Buyer but you agree that Flippa has no responsibility or liability to you related to any goods or services provided to you by a Buyer or Seller, other than as expressly set forth in these terms.

The maximum aggregate liability of Flippa under this Agreement for any and all breaches of this Agreement and for any negligent or other act or omission in relation to this Agreement, will not exceed the amount of the Listing Fee and/or Success Fee paid by you to Flippa.

The limitations and disclaimers above do not purport to limit liability or alter your rights as a consumer that cannot be excluded under applicable law. Because some states or jurisdictions do not allow the exclusion of, or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, Flippa’s liability shall be limited to the extent permitted by law. This provision shall have no effect on Flippa’s choice of law provisions below.

27. Indemnity

You agree to indemnify and hold Flippa 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 Flippa Platform or services or goods obtained through use of the Flippa Platform;

(b)  your breach or violation of any of these Terms;

(c)  Flippa’s use of your User Content;

(d)  your violation of the rights of any third party, including another Seller or Buyer.

You agree to hold Flippa, its principals, officers, directors, brokers, agents, servants, employees and assigns harmless from any misrepresentations made by you.

28. Applicable Law and Jurisdiction

The laws of Victoria govern this Agreement and any dispute of any sort that might arise between the parties. Any dispute relating in any way to this Agreement will only be adjudicated in the courts of Victoria. Each party consents to the 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 party’s, its affiliates’ or any third party’s intellectual property or other proprietary rights.

29. Dispute Resolution

In the event of a dispute between a Buyer and Seller, Flippa recommends that the parties engage in pre-dispute arbitration via the Discussion Forum. Flippa may help to facilitate the resolution of a dispute between a Buyer and Seller and reserves the right to cancel the sale of a Business or Asset. If a Buyer and Seller cannot come to agreement on a dispute, Flippa recommends that legal advice is sought to resolve the matter.

30. Privacy

Our collection and use of personal information in connection with your access to and use of the Flippa Platform is described in our ​Flippa Privacy Policy​.

Flippa will collect your personal information including your name, contact details and payment details (including, without limitation, credit card details) (“​Personal Information​”). All Personal Information will be handled, used, maintained and disclosed by Flippa in accordance with all applicable privacy laws and data protection laws as well as its privacy policy which applies from time to time.

You agree that you will only use the Personal Information of other Sellers or Buyers for the purposes of this Agreement and for the purposes of interacting with them in relation to the sale or purchase of a Business or an Asset. Unless separately agreed between you and another Seller or Buyer, you must not use their Personal Information for any other purpose.

You warrant to Flippa 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.

31. Force Majeure

You agree that Flippa will not be liable or responsible for any failure in, or delay to, the provision of the Services or in Flippa complying with its obligations under this Agreement, 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 Flippa’s services which is above the usual level of demand and which results in a failure of Flippa’s software and hardware to function correctly;

(d)  the failure of any third party (including without limitation, any bank or other financial organisation) to fulfil any obligations to Flippa; or

(e)  any other circumstances or events which are beyond the reasonable control of Flippa (as the case may be).

32. Notices

Flippa may give notice by means of a general notice on the Flippa Platform, electronic mail to your email address in your Flippa Account, telephone or text message to any phone number provided in connection with your Flippa Account, or by written communication sent by mail or pre-paid post to any address connected with your Flippa 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 Flippa, with such notice deemed given when received by Flippa, at any time by mail or pre-paid post to our registered agent for service of process, c/o Flippa Pty Ltd.

33. General

If any provision of this Agreement is 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 provision of this Agreement to the intent that the invalid or unenforceable provision will be treated as severed from this Agreement.

Flippa may assign its rights and novate or transfer obligations which arise under this Agreement. You must not assign, novate or otherwise transfer your rights or obligations under this Agreement without the prior written consent of Flippa (which may be withheld).

A provision of or a right created under this Agreement 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 under this Agreement will preclude any other or further exercise of that or any other right, power or remedy. The rights, powers or remedies provided in this Agreement are cumulative with and not exclusive of any rights, powers or remedies provided independently of this Agreement.

This Agreement supersedes all prior representations, arrangements, understandings and agreements between the parties relating to the subject matter of this Agreement and sets forth the entire and exclusive agreement and understanding between the parties relating to the subject matter of this Agreement.

Flippa reserves the right to modify these Terms at any time. If we make changes to these Terms, we will post the revised Terms on the Flippa Platform and update “Last Updated” date at the top of the page. We will also provide you with notice of the modification by email at least (30) days before the date they become effective. If you disagree with the revised terms, you may terminate this Agreement. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Flippa Platform will constitute acceptance of the revised Terms.

If any provision of this Agreement is 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 provision of this Agreement to the intent that the invalid or unenforceable provision will be treated as severed from this Agreement.