Terms and Conditions

By accessing this Website, you will be deemed to have agreed to these Terms of Use. If you do not intend to be legally bound by these Terms of Use, do not access or use our website or any services on it.

Other Services

You acknowledge that the purpose of this website is to provide a medium to bring together buyers and sellers of Ad Space. We are not an auctioneer and are not involved in the actual transactions between Buyers and Sellers. Our services are limited to providing bid-based or flat price buying models enabling Buyers and Sellers to transact between themselves.

Membership

You may only list, bid on or buy Ad Space if you are a member of Bidswamp. Membership is free. You may apply for membership at any time.

You must have the legal capacity to enter into legally binding contracts in order to apply for membership.

Your membership is not transferable under any circumstances.

Any membership information or content you provide to us or post to our website must be accurate, true and correct, complete without omissions of necessary information, current and kept up to date.

Use of Username and Password

It is your responsibility to keep your password safe. You must not give out or allow any person to use your username and password. You are responsible for all transactions, communications, agreements and actions undertaken with your username and password.

If you suspect any unauthoriaed use of your account, you must report it to Bidswamp immediately. We recommend that you change your password on a regular basis. You must not respond to any request for your password by anyone, even if the request is made by someone claiming to be an employee of Bidswamp. You must immediately notify us if you receive such a request.

Listing Policy

Sellers agree to be bound by the Listing Policy which is incorporated into the Terms of Use.

Obligation of Buyers

Bidswamp does not allow retraction of bids. If you win an auction, buy out or if your offer to purchase is accepted by a Seller, you have agreed to enter into a legally binding contract with the Seller.

As a buyer, you must complete each and every transaction you make with a Seller unless the transaction is prohibited by law or by the Listing Policy.

By purchasing Ad Space, you agree to be bound by the conditions of sale included in the listing description unless those conditions of sale are prohibited by law or by the Listing Policy.

If you do not fulfil a transaction or fail to comply with its conditions of sale, you may become liable to the Seller and to Bidswamp. Without prejudice to any other rights, the Seller may leave you negative Reputation rating and comments for that transaction and/or issue court proceedings against you and we may among other things in our absolute discretion suspend or terminate your account.

By submitting an Advertisement to a Seller, the Buyer warrants that it is the owner of all content, copyright and intellectual property in the Advertisement. The Buyer grants the Seller the right to communicate the Advertisement to the public, perform and display the content worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed for the purpose of the Seller performing its obligations during the contract period. The Buyer permits any user to access, display, view and store such content. Subject to the above, the Buyer shall retain all intellectual property rights that exist in its Advertisement.

The Buyer acknowledges and agrees that the Seller may preserve the Buyer’s Advertisement content and may disclose any Advertisement in order to comply with legal requests, to enforce these Terms of Use or to respond to any claim that any Advertisement violates the rights of third parties or to protect the rights, property or personal safety of Bidswamp, the Seller, Users and the public.

It is the Buyer’s responsibility to satisfy itself of the suitability and appropriateness of the Site Content and the quality of the Ad Space. Bidswamp does not screen and is not responsible for screening or monitoring any material or communications posted by the Seller on either its website or the Bidswamp website. We do not in any way make any warranties or representations regarding the results which the Buyer may or may not gain from buying the Ad Space.

Buyer's Warranties

The Buyer warrants that:

It is authorized to publish the Advertisement(s);
The content of its Advertisement(s) is not unlawful and do not infringe on the rights of any person;
It has obtained all necessary permissions or releases to display the Advertisement;
Any website linked to the Buyer’s Advertisement(s) complies with all applicable laws and regulations, does not or has not breached any duty towards or the rights of any person and is not false, misleading, obscene, defamatory, hateful or otherwise illegal.

The Reputation System

The Reputation System is an integral part of creating and maintaining trust among Members. You must not take any action or inaction to jeopardise the integrity of the Reputation System. If at any time we believe in our absolute discretion or suspect that you have undertaken such action or if your Reputation rating or any Reputation comments left about you are undesirable to Bidswamp or to other Members then we may immediately suspend, amend or terminate your membership. Any Reputation Comment you leave must comply with the provisions of these Terms of Use, particularly the paragraph headed “Website Content”.

The Reputation System and its contents belong to Bidswamp. You must not use the Reputation System for any other purpose other than for trading under your Bidswamp account. You must not export or copy your Reputation rating or comments onto any other website.

To maintain the integrity of the Reputation System, we do not allow you to import reputation or feedback scores or comments from other websites.

Disclaimer/Exclusion of Warranties

We do not and cannot make any representation or warranty as to the accuracy, completeness or currency of any information or content provided on or accessible via the Website including but not limited to information contained in Sellers' listings. We do not control or verify any information or content provided to us by Members and therefore we will not accept any and hereby exclude all legal liability for such information or content.

As we are not involved in the actual transaction between Buyers and Sellers, we have no control over the appropriateness, effectiveness, quality, safety or legality of the Ad Space or content posted by the Sellers on the Website or of the Buyers' advertisements, the truth or accuracy of listings, the ability of Sellers to sell their Ad Space or the ability of Buyers to buy Ad Space.

It is the Buyer’s responsibility to satisfy itself of the suitability, quality and condition of any Ad Space it proposes to purchase and of the truthfulness and accuracy of the Seller’s listing.

We do not and cannot confirm or guarantee any Seller’s or Buyer’s purported identity or contact details.

Sending you notices and other communications about your transactions does not mean we endorse, guarantee or legitimise the transaction. Some information in our communications and notices will be provided to us by other Members. You acknowledge that we do not confirm, approve, control, endorse or guarantee any information provided to us by other Members by using that information in communications with you.

You acknowledge that the sole purpose of the Website is to provide a means for Sellers to sell and Buyers to buy advertising space. You assume all risk and liability of using our listing services. All listings sold through our website are intended to be used for listing purposes only. We do not provide any marketing or promotional services and accordingly we do not make any warranty or promise as to increased interest, traffic, awareness or sales growth for the Seller’s or Buyer’s business.

We do not make and exclude to the fullest extent permitted by law all warranties including without limitation any implied warranties as to quality, safety, title, fitness of purpose or merchantability of the Website or of any Ad Space offered for sale at the Website.

We do not make and exclude all warranties to the fullest extent permitted by law that using this service and the Website will not result in infringement of third party rights, including but not limited to intellectual property rights.

Where any warranty or condition cannot be excluded our liability for breach of such warranty or condition is limited to either of the following:

Resupplying the service;
Crediting the cost of the service to you.

Breach by other Members

We cannot and do not control the actions or inactions of Members dealing through the Website and exclude all liability in this regard to the fullest extent possible.

We do not guarantee that a Buyer or Seller will actually perform or complete a transaction or act lawfully in transacting over the Website.

It is your responsibility to enforce any rights owed to you by another Member. We do not provide any insurance, warranty or any other form of protection for Buyers or Sellers in the event of non performance by another Member. We merely provide a medium to bring Buyers and Sellers together, enabling them to transact between themselves. We will not be responsible or liable for any disputes between the Seller and the Buyer. All disputes between the Seller and the Buyer must be resolved between themselves.

You acknowledge that other users may post offensive, harmful, inaccurate, fraudulent, deceptive or defamatory content or content with errors or omissions on the Website. Further, there are risks with using the Website including people acting under false pretences, dealing with under age persons and/or foreign persons, and international trading.

Breach by You

We may in our sole discretion without notice to you:

suspend, terminate or amend your membership;
cancel or amend any of your listings without refund;
issue you with a warning, and/or

refuse to sell or provide our services to you if in our absolute discretion we suspect that you have:

engaged in fraudulent, misleading or deceptive activity in connection with the Website;
breached the Terms of Use, the Listing Policy, any of our other policies or any applicable law; or
participated in conduct that is harmful to the interests of Bidswamp or its directors, employees, related entities, agents or affiliates.

The rights in this clause do not limit any other remedies available to us at law, in equity or under these Terms of Use.

To protect the security and privacy of other members, we are under no obligation to provide you or any other member with details of any investigation or action we undertake in relation to your membership or account.

Infringing Others' Copyright

We cannot and do not investigate and/or control who owns particular copyright or other intellectual property. We will not take any action against a Member for alleged copyright or intellectual property infringement unless the complaint is made by the actual owner of the copyright or intellectual property rights.

If you are the owner of copyright or intellectual property rights and you believe your rights are being infringed by a listing on this website, please contact us at ip@bidswamp.com.

Limitation of Liability

To the fullest extent possible, we, our affiliates, directors, employees and related entities exclude all liability including but not limited to all liability whether in tort or contract or otherwise for any claim, damages, any actual, special, direct, indirect, exemplary, special or consequential loss or damage, costs, expenses, claims in respect of economic loss, loss of profits, any loss of or damage to data, property or goodwill or death or injury to any person of whatever nature and however or wherever sustained including by negligence arising out of or in connection with your or any person’s use of the website or our services even if advised of the possibility of such damages.

To the fullest extent possible we exclude all liability relating to any errors, omissions and offensive, harmful, inaccurate, deceptive or defamatory content contained or implied in the Website.

Indemnity

Users agree to defend and indemnify and forever hold Bidswamp, its related entities, officers, directors, employees, agents and affiliates harmless against liability for any claims, demands, proceedings, losses, damages whether actual, special or consequential, expenses and costs, including legal costs on an indemnity basis, made by you or by any third party as a result of or in connection with your use of the Website or your or a third party’s breach of these Terms of Use, any applicable law or the rights of a third party.

Gateways & Credit Card Providers

You agree to be bound by the policies, charges including chargeback fees and terms and conditions of any gateway such as PayPal and of any credit card provider(s) you propose to use for accepting or making payment over the Website.

Intellectual Property

All rights to copyright, trademarks, service marks and trade dress in this Website including all content, text, graphics, photos, logos, button icons, images and audio clips are either owned by or licensed to us by our Members or third parties. We and/or our software suppliers own all software used on the Website.

All such material and software is protected by domestic and international copyright and intellectual property laws. You may only use this material for browsing the Website and you are strictly prohibited from reproducing, adapting, modifying, distributing, transmitting, republishing, framing, displaying or performing the content on the Website.

Bidswamp is a Trademark of Bidswamp. Users may not use this trademark unless expressly authorized by us.
All other trademarks, trade names, service marks and the like that appear on the Website are the property of their respective owners. You may not use any such intellectual property without the respective owner’s express consent.

Privacy

We take your privacy seriously. We will never sell or rent out your personal information to anybody. We use e-trust to certify and verify our privacy practices.
By logging on to the website, you agree that we can collect and use personal information about you to the extent outlined in our Privacy Policy which is incorporated into the Terms of Use.

Policies

You must comply with all policies, guidelines, help and frequently asked questions pages published on the Website. All such policies and pages are incorporated into these Terms of Use.

Compliance with Laws

You must comply with all laws (including domestic and international), statutes, ordinances and regulations in respect of using the Website, viewing its content and when using our services. Sellers, it is your responsibility to investigate whether and what information you may lawfully advertise on the Website.

Access to the Website

Due to occasional upgrades, maintenance and other factors outside our control, we cannot guarantee 100% continuous, uninterrupted or secure access to the Website. We provide the Website on an “as is” and “as available” basis. We make no representations or warranties that the Website, information, content or materials available on the Website, its servers or emails sent from Bidswamp will be:

uninterrupted;
free of defects, viruses, inaccuracies, errors or other harmful components;
will meet your requirements; or
will operate in the configuration or with other hardware or software that you use.

Using the Website is undertaken at your own risk.

Bidswamp grants you a non-exclusive, non-transferable, revocable, limited right and license to access and use the Website solely in order to sell and buy Ad Space in full compliance with these Terms of Use. You agree not to download (other than page caching for authorized Users) or modify the Website or any portion of it without our express, written consent. Unless expressly stated otherwise such license does not include:

any rights of resale or commercial use of the Website or its contents (other than Advertising);
any collection or use of any media metrics available on or through the Website, listings, descriptions, or prices;
any derivative use of the Website or its contents;
any downloading or copying of account information for the benefit of another merchant; or
any use of data mining, robots, scraping, or similar data gathering or extraction tools.

The Website (or any portion of it) may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose without our prior express, written consent. Any unauthorized use terminates the permission or license granted by Bidswamp under this clause.

If your membership is terminated for whatever reason then we may in our absolute discretion delete any content, material, files, graphics or other content or material relating to your use of the Website. Immediately upon termination you are prohibited from accessing or using the Website. We reserve the right to use any means we deem necessary to prevent unauthorized access to the Website including but not limited to technological barriers, IP banning, email banning and direct contact with your ISP. If your account is terminated, you must immediately pay us all fees or other amounts that you owe prior to termination.

Force Majeure

Bidswamp will not be liable for failing to perform under these Terms of Use by the occurrence of any event beyond its reasonable control, including, without limitation, a labour disturbance, an internet outage or interruption of service, a communication outage, a failure by a service provider to Bidswamp to perform, fire, threatened or actual act of terrorism, natural disaster or war.

Keep Copies

We may close the Website at any time in our absolute discretion and without prior notice. We may delete any files or content which you post or maintain at the Website. We do not undertake to retain copies of any material which we or others may delete from the Website. For this reason, we strongly advise you to keep a copy of any such material.

Services from Third Parties

Any links to services, goods, resources or information of third parties provided at the Website whether through third-party advertising or otherwise are not controlled by Bidswamp. We make no representations or warranties, including without limitation warranties of fitness for a particular purpose, merchantability and non-infringement, regarding any services, resources, goods or information of any third party. We will not be liable for your use of or reliance on the services, resources, goods or information of third parties.

Interference with Website

You must not:

use any robot, spider or any other device to copy or monitor our web pages and content;
use any software, device or routine that contains any viruses or any other damaging computer programming mechanisms that interferes with the proper working of our website;
take any action that imposes an unreasonable burden on our service infrastructure including our hardware, bandwidth and software;
alter or tamper with any information, content or materials on or associated with the Website.

Website Content

Due to the large amount of content posted by others on the Website, we cannot and do not undertake to monitor or control the nature of the content available on the Website. Users are solely responsible for their interactions with other users of the Website. Users must not post any fraudulent, misleading, defamatory, infringing or unlawful content on the Website. Users agree to defend and indemnify us against any infringement, breach of privacy, defamation or similar claims relating to their use of the Website.

We reserve the right but are not obliged to monitor content and materials posted on the Website and to remove, edit or take any other action to restrict access to any material or content that we or another User may consider to be obscene, unlawful, defamatory, invasive of privacy or otherwise inappropriate or objectionable.

We are not responsible for the actions of users which take place at the Website. All users acknowledge that our responding to complaints regarding any material or content posted to the Website is done only of our good free will to assist users in having a pleasurable trading experience on the Website and not because of any duty imposed on us to do so. We exclude all liability for and Users waive any claims or remedies (including but not limited to breach of intellectual property rights) arising out of or relating in any way to the content at this Website or our response or failure to respond to a complaint.

The Buyer acknowledges and agrees that Bidswamp has no control over any content on any Seller’s website. It is the Buyer’s sole responsibility to determine whether or not such content is appropriate or acceptable to the Buyer and the Buyer assumes all risk and liability in this regard.

The Seller acknowledges and agrees that Bidswamp has no control over any Advertisements or other content that may be submitted by any Buyer. The Seller assumes all risk and liability for determining whether or not such content is acceptable or appropriate to it.

Other Websites

Bidswamp and Sellers may provide links to other Websites which are independent of us. We make no representations or warranties about any such websites and exclude all responsibility for the content or use of any such websites.

Overseas Users

Bidswamp will allow Seller’s to list Ad Space outside Australia. However, we do not make any warranties or representations whatsoever that the Website complies with the laws of any country outside of Australia. Access from overseas countries is done so at the users’ own risk and any liability is excluded by Bidswamp in this regard.

Minors

Our services are not available to unsupervized persons under eighteen (18) years or twenty one (21) years where eighteen years is not the legal age of majority (“the age of majority”).
You must leave the Website now if you have not reached the age of majority and are not using the Website in conjunction with and under the supervision of your parents or guardians.

Governing Law

The Bidswamp Website is operated from Queensland, Australia. These Terms of Use are governed by the laws of Queensland without regard to its principles of conflict of laws. You fully and irrevocably submit to the exclusive jurisdiction of all courts located in Queensland, Australia.

You acknowledge and agree that the provisions of consumer codes, warranties and guarantees which would otherwise apply to you in your jurisdiction outside of Queensland Australia will not apply to the supply of our services or to these Terms of Use.

You agree that this provision applies to these Terms of Use as well as contracts made through the Website for the purchase and sale of Ad Space and any dispute of any kind that might arise between any of the parties to any such agreement. Notwithstanding the preceding sentence, the United Nations Convention for the International Sale of Goods shall not apply to the interpretation or enforcement of these Terms of Use.

Dispute Resolution

Disputes with other members
As we are not involved in and therefore not a party to any transactions that take place at the Website, we encourage you to try to resolve your dispute directly with the Member involved. We cannot force a party to settle a dispute or to comply with their obligations to you. If you cannot resolve the dispute with the other Member, you may wish to seek alternative avenues such as using online dispute resolution processes, contacting the police or consumer fair trading authority or obtaining legal advice.

The Seller and the Buyer agree that Bidswamp shall not be responsible or liable for any disputes between the Seller and the Buyer. All disputes must be resolved by the Seller and Buyer between themselves.

Buyers and Sellers are advised not to leave Reputation Comments or Ratings for the transaction until after the Contract Period comes to an end. Bidswamp may suspend, terminate or remove privileges from a Member’s account depending on the Reputation left for the Member. The Reputation feature is the only involvement Bidswamp provides in order to assist with minimising disputes and to assist in keeping the marketplace fair.

In the event of any dispute related to the running of an Advertisement including the number of click-throughs, impressions or transactions delivered on any Advertisement, the Buyer agrees that the tracking metrics provided by the Seller in good faith shall be the official tracking metrics for resolving the dispute.

Disputes with us
By using the Website and its services, you agree to resolve any disputes with us by first contacting us via email. If you are not able to obtain resolution of your dispute via email, you agree that it will then be resolved by confidential mediation located in Queensland, Australia. You and Bidswamp agree to be bound by the outcome of such mediation. You agree that each party will bear their own costs of the mediation. To lodge a dispute, please email the details of your dispute to disputes@bidswamp.com.

This provision will not apply where you have in any manner violated or threatened to violate Bidswamp’s intellectual property rights in which event Bidswamp may seek injunctive or other appropriate relief in any state or federal court in the state of Queensland Australia and you irrevocably consent to the exclusive jurisdiction and venue in such courts.

Severability

If any provision of these Terms of Use or any policy or document found on this Website is void, voidable, unenforceable or illegal in accordance with its terms, but would not be void, voidable, unenforceable or illegal if it were read down and it is capable of being read down such provision shall be read down accordingly.
If, notwithstanding the above paragraph a provision is still void, voidable, unenforceable or illegal:

if the provision would not be void, voidable, unenforceable or illegal if a word or words were omitted, that word or those words are hereby severed; and
in any other case, the whole provision is hereby severed, and the remainder of these Terms of Use and any policy or document on this Website shall be of full force and effect.

Assignment

We may assign our rights to these Terms of Use in our absolute discretion without giving any notice.

You are strictly prohibited from assigning or transferring any rights you may have under these Terms of Use. Any attempted assignment or transfer by you shall be void and without legal effect.

Waiver

The failure, delay or omission by us to exercise any power or right conferred upon us by these Terms of Use shall not operate as a waiver of such power or right, nor shall any single exercise of any such power or right preclude any other or future exercise of the power, or the exercise of any other power or right under these Terms of Use.

A waiver of any provision of these Terms of Use, or consent to any departure by a participant from any provision of these Terms of Use, must be in writing and signed by us (non electronically) and is effective only to the extent for which it is given.

No Agency etc

No agency, partnership, joint venture, employee-employer, affiliate or franchisor-franchisee relationship is entered into or created by these Terms of Use between you and us.

You agree that we do not owe you any fiduciary duties. We are merely a third party beneficiary to contracts between Buyers and Sellers with respect to the fees that may arise therefrom.

Notices

Notices under these Terms of Use may be given by us electronically by email or by posting notices on the Website. You agree that all communications from us including all agreements, notices, disclosures may be provided by us in such electronic form which satisfies any legal requirement that such communications be in writing.

You agree that using your username and password to communicate with us or third parties electronically constitutes your electronic signature and satisfies any legal requirement that such communication be in writing.

Survival of Terms

All provisions except your licence to access the Website shall survive any termination or expiration of these Terms of Use. Buyers’ and Sellers’ contractual obligations made prior to termination survive termination and must be completed.

Amendments

We reserve the right to amend these Terms of Use and any of our policies and documents at any time in our absolute discretion. Any amendments will be posted to the relevant page where the policy or document is usually found and will be notified on the “Site News” section of the Website.
Unless specified otherwise, all amendments will be effective seven (7) days after first being notified on the “Site News”. By continuing to use the website you will be deemed to have agreed to the amended Terms of Use or policy.

The Terms of Use cannot be individually amended except in writing signed (non-electronically) by Bidswamp and yourself.

Entire Agreement

These Terms of Use together with all policies and documents incorporated by reference comprise the entire agreement between you and us. You agree that you have not relied on any prior representations, statements, claims or agreements not contained in these terms and conditions.

Interpretation

In these Terms of Use unless the context otherwise requires:

”Ad Space” means the space contained on the Seller’s website, email newsletters or other property for Advertisement.

“Advertisement” includes all forms of digital text, graphic, rich media and other advertisements of the Buyer whether being broadcast visually and/or aurally via the internet including all content contained therein.

“Bidswamp” means Bednar International Pty Ltd ACN 131 975 203 as trustee trading as Bidswamp.

“Buyer” includes any member of Bidswamp who bids on, wins or buys Ad Space or any person acting on their behalf with express or implied authority.

“Contract Period” means the period of time the Seller agrees to lease its Ad Space to the Buyer in accordance with the terms and conditions of the Seller’s listing.

“Member” means any member of Bidswamp including Buyers and Sellers.

“Seller” means any member of Bidswamp who creates a listing for the sale of Ad Space or any person acting on its behalf with express or implied authority.

“Site Content” means the content of the website or other property in which the Ad Space appears or is to appear.

“Site Content Page” means website website page/s in which the Ad Space appears or is to appear.

“We”, “Us” and “Our” means Bidswamp.

“Website” means the Bidswamp Website under the domain name www.bidswamp.com.

“You”, “Your” and “Users” means any persons accessing the Bidswamp Website including Members, Buyers and Sellers and includes anyone acting on their behalf with express or implied authority.

In these Terms of Use unless the context otherwise requires:

Words importing the singular or plural include the plural and singular respectively;
Words importing any gender include every gender;
Words denoting persons include bodies and corporations;
A reference to a party or parties means the named parties to this document and includes that party’s executors, administrators and permitted assigns, or if a company, its successors and permitted assigns;
Clause headings do not affect the interpretation of this document
Where a word or phrase is given a particular meaning in this document, other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;
A reference to a clause or a provision is a reference to a clause of this document; and
Every agreement, covenant or undertaking expressed or implied by which more than one person is bound binds those persons and any two or more of them jointly and each of them severally.