Definitions

Advertising means online advertisements displayed on the Platform in accordance with the terms of clause 6 of this Agreement purchased by a Customer through an advertising subscription with Stridyl.

Due Date means the 1st of each month on which the Customer will be debited

Designated Account means the Australian bank account nominated by the Customer from which payment for the services provided to the Customer by Stridyl Pty Ltd will be debited.

Intellectual Property means any type of intellectual property including without limitation copyright (including future copyrights), designs, patents, trademarks or service marks (whether registered, unregistered or applied for), trade, business, company brand, commercial domain names or designations, utility models, computer software, confidential information, know-how, inventions, discoveries, prototypes, processes, and any other proprietary, licence or personal rights arising from intellectual activity in the commercial, industrial, scientific or artistic fields in any medium in which it is stored whether presently existing or arising in the future, anywhere in Australia or elsewhere in the world.

Horse Listing means listing of a share in or of the whole of a horse that is registered in the Thoroughbred Stud Book or another PRA Stud Book on the Platform for sale or lease based on the data submitted by the Customer to Stridyl Pty Ltd as a true and accurate representation of that horse or the share in that horse.

Platform means the online page reached at the web-address Stridyl.com.

PRA means a Principal Racing Authority, being the statutory body for racing in each State and Territory in Australia set up by the Australian Racing Board.

Proprietary Content means the Platform, all of its content (including all of the text, graphics, designs, software, data, sound and video files and other information contained in this site, and the selection and arrangement thereof), and all software, systems and other information owned or used by the Company in connection with the products and services offered through this site (whether hosted on the same server as this site or otherwise).

The Company means Stridyl Pty Ltd and its associated entities, referred to as “we” or “us” throughout these Terms and Conditions.

Services Agreement means your agreement with Stridyl that outlines your subscription purchase.

Subscription means the Customer’s subscription with Stridyl Pty Ltd that gives the Customer the right to upload Horse Listings to the Platform.

Subscription Fees means the fees set out in the Payment Schedule of your Subscription Agreement with the Company.

Site Terms and Conditions means the rules and regulations of the Platform.

Stridyl Privacy Policy means the Platforms’ Privacy Policy which can be found http://www.stridyl.com/privacy-policy/

User means the person or company who purchases a Services Agreement from Stridyl Pty Ltd under these Terms and Conditions and is referred to as “You” in these Terms and Conditions.

Purpose of Terms and Conditions

  • These Terms & Conditions are applicable to your use of the Platform to display Horse Listings for sale or lease and Profile Information for display on the Stridyl platform “the Service”
  • By registering as a User, you agree to these Terms and Conditions, the Site Terms and Conditions and Stridyl Privacy Policy.
  • Website terms and conditions can be found at http://www.stridyl.com/website-terms-conditions/
  • By using the Platform, you agree to be bound by its Terms and Conditions, Privacy Policy and all other disclaimers and any other terms and conditions that appear elsewhere on the Stridyl.com Platform.
  • You should read these Terms and Conditions carefully before registering as a User and using the Platform.

Term

  • The term of this Agreement is the term set out in the Subscription Agreement (Term).

Prohibited conduct

  • Your use of this site is subject to the rules set out in Schedule 1 below.

Violations of these Website Terms of Use

  • Without limiting any other remedies available to the Company at law or in equity, the Company reserves the right to, without notice, temporarily or indefinitely suspend, or terminate, your access to the Platform or refuse to provide the Services to you if:
    • you breach any provision of these Website Terms of Use;
    • the Company is unable to verify or authenticate any information that you provide to us; or
    • the Company believes that your actions may cause damage and/or legal liability to the Company, any of its customers or suppliers or any other person.

General

  • The Company reserves the right to make changes to the Platform, its Terms and Conditions and legal notices at any time.
  • Each time you use the Platform, you should visit and review the then current Terms and Conditions, legal notices and privacy policy that apply to your transactions and use of this Website.
  • If you are dissatisfied with the Platform, its content or Terms and Conditions or legal notices or privacy policy, you agree that your sole and exclusive remedy is to discontinue using the Platform.
  • Tampering with the site, misrepresenting the identity of a User or conducting fraudulent activities on the site are prohibited.
  • We do not warrant that content, links, or subdomains contained on, or associated with our website will be available and accessible to you at all times. We may change the path or location of a link or sub-domain, or redirect content contained within a link or subdomain on our website at any time without prior notice to you. We do not warrant that any links that you forward will remain constant at the time that you forward or share them, as they are subject to change at any time without notice to you.
  • Information on the Platform and in any Stridyl.com publication should not be regarded as a substitute for professional legal, financial or bloodstock advice.

Warranties and Representations

  • You represent and warrant to us that at all times during the Term of this Agreement:
    • you are at least 18 years old;
    • you hold all required all required licences or accreditations to sell or lease all your Horse Listings on the Platform; and
    • you will not make any representations to your clients that are inconsistent with clause 3(b);
    • any statement made by you to use, or any content or material supplied by you including content uploaded to the Platform does not include information that is defamatory, fraudulent or infringes the intellectual property rights of third parties or would otherwise expose the Company to any liability, legal proceedings or other sanction;

Horse Disclosure:

  • You warrant full and complete disclosure has been made in the Horse Listing Details in relation to:
    • the description, pedigree and other information for the shareholding as specified in the Horse Listing and otherwise provided to Stridyl is true and correct in all respects;
    • if a Horse is two years old or less, full and complete disclosure has been made in the Horse Listing to Stridyl as to whether the listing has undergone invasive joint surgery (as defined as if there has been an arthroscope used to assess or treat a joint or a surgical manipulation of the joint has been performed including insertion of a needle to inject beneath the cartilage into a cyst) or surgical intervention of the upper respiratory tract or has undergone abdominal surgery of any type (and the Vendor is solely responsible for ensuring the complete accuracy of the disclosure to Stridyl)
    • Where the listing has been notified to Racing Australia as being officially “retired “ as per Racing Australia Rule AR.64JA , then this is advised to Stridyl in the Horse Listing details who will make the disclosure in the horse listing (and the Vendor is solely responsible for ensuring the complete accuracy of the disclosure to Stridyl);
    • whether there are any embargoes, bans or other restrictions imposed on any horse that is contained in a Horse Listing by a PRA.
    • the details of any Security Interest or encumbrance in or over any horse that is the subject of a Horse Listing; and
  • You are solely responsible for the accuracy of any statement, description or particular relating to the Horse Listing contained in the Horse Listing Details and must notify Stridyl of any error, omission or inaccuracy.
  • The vendor of the horse or share in the horse listed as the subject of your Horse Listing has the right to sell the shareholding and can give good title to the shareholding and in the case where there is more than one owner of the horse as a whole, has the authority of every owner to sell the shareholding and any applicable Authorisations.
  • Stridyl have no responsibility for any such error, omission or inaccuracy.

Advertising Subscriptions

  • In providing Advertising to the customer, the Platform, will take reasonable care to publish the Advertising in the format agreed with the Customer.
  • An Advertising Agreement will only be formed between Stridyl and Customer when Stridyl accepts the Advertising in writing and generates a tax invoice for the Advertising.
  • Stridyl reserves the right to refuse or withdraw Advertising from publication that, at any time, is deemed by Stridyl to be illegal, defamatory, liable, offensive, or contractor to the business interest, goodwill and reputation of Stridyl, it’s associated companies, customers, and vendors. Stridyl extends this right to refuse or withdraw advertising that infringes on the rights of third parties.

Intellectual property

  • Copyright
    • All Proprietary Content is the property of the Company or its licensors (as applicable) and is protected by Australian and international copyright laws. You must not reproduce, transmit, republish or prepare derivative works from any of the Proprietary Content, except as expressly authorised by these Website Terms of Use or with the prior written consent of the Company or other copyright owner (as applicable).
    • You may download and print out content from this site only for your own personal and non-commercial use and provided that you do not remove or modify any copyright, trademark or other proprietary notices.
  • Intellectual Property
    • The Company owns entirely all rights, title and interest (including copyright) in respect of all Intellectual Property made or otherwise in any manner carried out or done by you that is submitted to or uploaded on the Platform, whether alone or in conjunction with anybody else.
    • You hereby assign to the Company by way of present and future assignment, any rights and interests that you may have in the Intellectual Property that is uploaded to the Platform.

Indemnify & Hold Harmless

  • You are solely responsible for the accuracy of any statement, description or particular relating to the listing and agree to indemnify the Company and keep the Company indemnified against any liability or loss arising from, and any costs, charges, expenses and liabilities incurred in relation to any claims relating to the Subscription Agreement and in each case, including but not limited to, Solicitor/Client legal costs and expenses on a full indemnity basis.
  • Further, you shall be liable to the Company for any for any loss, damage, costs or expense arising out of any injury, damage, death or Claims which may arise or be caused and notwithstanding the same be attributable to or is in part attributable to recklessness, negligence, forbearance or neglect by you, your agents or any person whose care and control is associated with the Subscription Agreement.

Acceptable Use

  • It is acceptable to list advertisements for thoroughbred horse share sales for which you have the appropriate agency agreement or authority to sell as required by the relevant PRA.
  • It is not acceptable to engage in any of the following practices:
    • Listings other than ownership opportunities, share sales of thoroughbred bloodstock;
    • Advertising your business or your agents; using the Service to advertise your business or your agents in a Listing rather than real share sales, or Ownership Opportunities. Each listing uploaded must be a bona fide listing of a real horse for sale or lease.
    • List generic share sales or leases. Each listing must be a bona fide listing of a real horse for sale or lease.
    • Incorrect categorisation of horses for sale or lease: We may in our discretion allow certain, “Lease with a Right to Buy” type listings to appear in both the Buy and Lease sections.
    • Imply or misrepresent that you are an Approved Promotor or hold the relevant Financial Services Licence where that is incorrect.

Use of Videography and Photography

  • You warrant that you have the right to upload, distribute or otherwise use all photography and videography on the Platform.
  • You warrant that you indemnify Stridyl from any and all claims that may arise from third-party providers.
  • Images and videos uploaded to the Platform must relate to the share being offered for sale or lease.
  • You must not upload videography or photography that is likely to mislead or deceive users of Stridyl.com.
  • You must not use the Image functionality for any unlawful, illegal, malicious or improper purpose. This includes but is not limited to;
    • Imagery that may defame or discredit another person or business.
    • May disclose private, personal or confidential information.
    • Might be considered obscene, offensive, menacing or abusive.
    • Might infringe the intellectual property rights of others; or
    • May violate any law, regulation, standard, content requirements or code promulgated by any relevant authority or Industry body. You must not include any contact details other than that of the Customer.
  • We may, at our sole discretion, remove or amend some or all of your listings, if you, in our reasonable opinion do not meet the obligations set out in this Clause 13.

Policy for Linking to Stridyl.com

  • You may only link to content on our platform if we consent. If we do allow you to link to our platform, it is on condition that you do not:
    • a link to Stridyl content as being a link to your own or someone else’s content (for example, use your own logo to link to our content);
    • a link to our site and then link somewhere else;
    • frame our content in such a way as to present it as your own or as belonging to anyone other than us or our licensors; or
    • link to our content as part of a website that competes with us in any manner.
  • We reserve the right to require that you do not link to our content, and we may exercise this right by giving notice to you. We reserve complete discretion in relation to our exercise of this right, which may be due to the matters or circumstances above, or any other matter or circumstance we consider is reasonable.

Force Majeure Events

  • We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms and Conditions that is caused by events outside our control (“Force Majeure Event”).
  • A Force Majeure Event means an event or circumstance beyond the reasonable control of a party and which could not have reasonably been foreseen including, but not limited to acts of god, acts of terrorism, war, riot, civil disorder, earthquake, floods, fire, extreme weather event, force of nature, or other reasons of a like nature, epidemic, pandemic, accident, strikes, lock-outs, labour troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, or other contingencies the non-occurrence of which was a basic assumption on which these Terms and Conditions were made and which prevents or delays a party to these Terms and Conditions from performing their obligations, other than an obligation to pay money, where that event or circumstance:
    • has not resulted from the party claiming the Force Majeure Event breaching its obligations under this agreement; and
    • could not reasonably have been prevented, avoided, remedied or overcome by the party claiming the Force Majeure Event acting prudently and with reasonable care and diligence.
  • Our performance under these Terms and Conditions is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms and Conditions may be performed despite the Force Majeure Event.

Termination of Use

  • Stridyl may, in its sole discretion, terminate your account or your use of the Platform at any time without giving any justification or explanation
  • Stridyl has no liability for any costs, losses or damages of any kind arising as a consequence of terminating access to the Website.
  • You are personally liable for any orders that you place or charges that you incur prior to termination.
  • Stridyl reserves the right to change, suspend or discontinue all or any aspects of the Platform any time without prior notice.

Waiver

  • Our failure or delay to exercise a power right does not operate as a waiver of that power or right.
  • The exercise of a power or right does not preclude;
    • Its future exercise; or
    • The exercise of any other power or right.
  • Our variation or waiver of a provision of these Terms and Conditions or consent to a departure from the Terms and Conditions will be ineffective unless in writing and executed by us.

Variation

  • Stridyl reserves the right to make changes to the Stridyl.com website, its website terms and conditions and these Terms and Conditions at any time.

Severability

  • If any of these Terms and Conditions are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extend be severed from the remaining Terms and Conditions which will continue to be valid to the fullest extent permitted by the law.

Fees and Charges

  • The Subscription Agreement sets out the payment schedule, as purchased by the User.
  • The Customer agrees to:
    • elect a Designated Account from which the Company will directly debit Subscription Fees;
    • on the Due Date, the Company will debit the monthly Subscription Fee from the client’s designated deposit Account;

Overdue and Non-Payment

  • Should there be insufficient funds in the Designated Account on the Due Date such that the Customer defaults on payment:
    • the full amount of such deficiency shall be immediately due and payable by the Customer;
    • an interest rate of 1.5% per day will be applied to overdue invoices, commencing from the date of the default; and
    • We may, without prejudice to any other rights or remedies of the Company:
    • disable the Customer’s passwords, accounts and access to all or part of the Company’s services. The Company shall be under no obligation to provide any or all of the Services whilst payment is outstanding; and
    • remove the Client’s Horse Listings and Advertisements, while payment is outstanding.;
    • the Customer agrees to pay any and all collection costs, commissions, debt recovery expenses including indemnity legal costs on a solicitor/client basis.
  • The company reserves the right to increase Subscription fees and fees payable at the start of each new Subscription Period if they provide 14 days’ notice to the Client.
  • All fees stipulated in the Subscription Agreement are non-refundable.

Security

  • While our website hosting providers employ secure technology for transactions with our customers, we will not be responsible for any damages, including consequential losses (whether direct or indirect), that may be suffered by a customer whose credit or debit card or bank account information is used in a fraudulent or unauthorised manner by any person other than the Company.
  • The Company may request further information from you, such as a copy of your credit card and/or other identification documentation, as part of our internal validation procedures. These procedures help protect bank and credit card account holders from online fraud. If further information is requested and you do not provide the requested information within such time as the Company considers appropriate at its discretion, your Subscription will be cancelled and, if your payment has been received, it will be refunded back to you.

Dealings with third parties

Content supplied by third parties

    • This site includes an online portal that allows third parties to advertise goods and/or services for sale to our users through this site and to upload information and other content directly to this site for our users to access. We do not act as agent for any such third parties and we take no responsibility, and assume no liability, for:
      • any content that is, or may reasonably be considered to be, abusive, harassing, harmful, obscene, indecent, inflammatory, violent, profane, racially, ethnically or otherwise objectionable, libellous, defamatory, deceptive, pornographic, sexually explicit, unlawful or plagiarised;
      • any of the information supplied by such third parties (including opinions, ideas, suggestions, comments, observations, text, photographs, videos, data, music, sounds, chat messages, files or any other materia; ad/or
      • any loss or damage that results from any dealings that you may have with such third parties.

Liability to Buyers

    • If your Horse Listing is successful and You sell your share to a buyer through the Platform (“Buyer”), you agree and acknowledge:
      • the Company shall have no liability for any loss, expense, liability, matter or thing incurred or suffered by the Buyer (including indirect or consequential loss) in respect to any of the Services provided or authorised by the Stridyl on the Platform; and

Third Party Goods/Services and Websites

  • We do not recommend or endorse any third-party goods or services that are listed, advertised or referred to in this site or the content of any third party websites. We are not responsible for the content of linked third party websites, websites framed within this site or third-party advertisements and we do not make any representations, or provide any guarantees or warranties, regarding their content or accuracy. These links may unintentionally connect with websites containing information that some users may find inappropriate or offensive. Your use of any third-party websites is at your own risk and subject to their respective terms and conditions of use.

User acknowledgements

You acknowledge that the Company does not:

  • check the truth or currency of any of the material or information that third parties provide or make available through this site;
  • control, endorse, approve or warrant to you the merchantability or fitness for any particular purpose of any of the goods or services of any third parties referred to in this site or whose identities become known to you through this site, including suppliers of content that is published or made available in or through this site;
  • offer professional advice on the quality or suitability of any goods, services or information supplied by any such third parties; or
  • endorse or recommend any third-party supplier or any third-party goods or services, including where details of the relevant supplier are provided by the Company to you or otherwise become known to you through this site.

Entire Agreement

  • These Terms and Conditions and any document expressly referred to in them constitute the whole agreement between us and supersedes all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter.

Governing Law

  • The laws applicable in New South Wales govern these Terms and Conditions and any dispute in connection with these Terms and Conditions.
  • The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and any courts competent to hear appeals from those courts.
Schedule 1– Prohibited conductYOU MUST NOT:

  • use any device, routine or software that interferes, or attempt to interfere, with the proper working of this site;
  • transfer or assign your account with the Company to another person or entity without the prior written consent of the Company;
  • engage in any action that requires, or may require, an unreasonable or excessively large load on our infrastructure;
  • use this site to decipher passwords or security encryption codes, transmit any worms, viruses or Trojan horses, transfer or store illegal, threatening or obscene material or otherwise violate the security of any computer network;
  • use this site to violate any applicable local, state, national or international law, to engage in any misleading or deceptive online marketing practices or for any fraudulent or malicious purposes;
  • submit information to the Platform or to the Company that is false, misleading, inaccurate or offensive;
  • use any spider, robot or search/retrieval application or any screen scraping, data mining or similar data gathering device, process, program or means to access, retrieve or index any portion of this site;
  • use this site by any automated means;
  • use this site to transmit junk mail, spam or chain letters or pyramid schemes or engage in other flooding techniques or mass distribution of unsolicited email;
  • access, retrieve or index any portion of this site for use in constructing or populating any database that is searchable online or for the purpose of soliciting or sharing reviews
  • interfere with the display of any advertisements appearing on or in connection with this site;
  • reverse engineer, decompile, disassemble, adapt, modify, translate, frame or reformat any of the material contained on this site;
  • reproduce, duplicate, copy or store any of the material appearing on this site other than for your own personal and non-commercial use;
  • falsely imply that any other website is associated with this site;
  • do anything that leads, or may lead, to a decrease in the value of the Company’s intellectual property rights in this site;
  • use or exploit any of the material appearing on this site for, or in connection with, any business or enterprise (whether for profit ootherwi, including any business or enterprise that is in competition with this site;
  • release to the public any news release, advertising material, promotional material or any other form of publicity or information relating to the Company without the Company’s prior written consent;
  • engage in spamming or other conduct involving the sending of bulk electronic or unsolicited communications, chain letters or pyramid schemes; or
  • use this site to transmit any information or material that is, or may reasonably be considered to be:
    • abusive, threatening, harassing, harmful, obscene, indecent, lewd, inflammatory, violent, vulgar, profane, racially, ethnically or otherwise objectionable or offensive in any way;
    • libellous, defamatory, pornographic, sexually explicit, unlawful or plagiarised;
    • infringing upon or violating any copyright, trademark, patent or other intellectual property or proprietary right;
    • in breach of any duty of confidentiality by which you are bound, whether by way of a fiduciary or contractual relationship;
    • in breach of any person’s privacy or publicity rights;
    • a misrepresentation of facts, including the impersonation of any person or entity or a misrepresentation of an affiliation with any person or entity ing any sponsorship or endorsement);
    • in violation of any applicable law, statute, ordinance or regulation, or encouraging of others to do so;
    • containing any political campaigning material, advertisements or solicitations; or
    • likely to bring the Company or any of its staff into disrepute.