General Terms And Conditions of Use
The following describes the terms on which Co-opRating offers you access to our services.
Welcome to Co-opRating. By using Co-opRating (including Co-oprating.com and its related sites, services and tools), you agree to the following terms with Co-opRating PTY LTD. and the general principles for the websites of our subsidiaries and international affiliates. If you reside outside of the Australia, you are contracting with one of our international Co-opRating companies.
This Agreement is effective on August 9 2012, for current users, and upon acceptance for new users.
While using Co-opRating sites, services and tools, you will not:
- post content or items in an inappropriate category or areas on our sites and services;
- violate any laws, third party rights or our policies;
- use our sites, services or tools if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from using our sites, services or tools;
- fail to deliver payment for services purchased by you, unless the seller has materially changed the service's description after you bid, a clear typographical error is made, or you cannot authenticate the seller's identity;
- fail to deliver services purchased from you, unless the buyer fails to meet the posted terms, or you cannot authenticate the buyer's identity;
- manipulate the price of any item or interfere with other users' listings;
- circumvent or manipulate our fee structure, the billing process, or fees owed to Co-opRating;
- post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
- take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off of the sites or using it for purposes unrelated to Co-opRating);
- transfer your Co-opRating account (including feedback) and User ID to another party without our consent;
- distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes;
- distribute viruses or any other technologies that may harm Co-opRating, or the interests or property of Co-opRating users;
- export or re-export any Co-opRating tools except in compliance with the export control laws of any relevant jurisdictions;
- copy, modify or distribute rights or content from the Co-opRating sites, service or tools or Co-opRating's copyrights and trademarks; or
- harvest or otherwise collect information about users, including email addresses, without their consent.
Co-opRating and the Community work together to keep our sites and services working properly and the Community safe. Please report problems, offensive content, and policy violations to us.
Without limiting other remedies, we may limit, suspend or terminate our service and user accounts, prohibit access to our sites and their content, services and tools, delay or remove hosted content, and take technical and legal steps to keep users off the sites if we think that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies (for example, and without limitation, policies related to shill bidding, conducting off-Co-opRating transactions, feedback manipulation, circumventing temporary or permanent suspensions or users who we believe are harassing our employees or other users). Additionally, we may, in appropriate circumstances and at our discretion, suspend or terminate accounts of users who may be repeat infringers of intellectual property rights of third parties. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time, or to modify or discontinue Co-opRating sites, services or tools.
Buyers and sellers share the responsibility for making sure services facilitated by Co-opRating are exciting, rewarding and hassle-free. We strongly encourage buyers to work with sellers before opening a claim relating to a purchase.
We require Co-opRating sellers to comply with our resolution process. Buyers and sellers permit us to make a final decision, in our sole discretion, on any claim that a buyer files with Co-opRating. Correcting Mistakes in Payments to Buyers or Sellers. We reserve the right to fix any processing errors we discover. We will correct any processing errors by debiting or crediting the payment method used.
To protect against the risk of liability, Co-opRating has at times requested, and may continue to request, that PayPal hold seller funds based on certain factors, including, but not limited to, selling history, seller performance, riskiness of the listing category, or the filing of.
Fees and Services
Joining Co-opRating and bidding on listed services is free.
When you give us content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity, and database rights (but no other rights) you have in the content, in any media known now or in the future.
Limitation of Liability
You will not hold Co-opRating responsible for other users' content, actions or inactions, items they list or their destruction of allegedly fake items. You acknowledge that we are not a traditional auctioneer. Instead, our sites are venues to allow anyone to offer, sell, and buy just about any service, in a variety of pricing formats and locations, such as stores, fixed price formats and auction-style formats. We are not involved in the actual transaction between buyers and sellers. While we may help facilitate the resolution of disputes through various programs, we have no control over and do not guarantee the quality, safety or legality of goods or services advertised, the truth or accuracy of users’ content or listings, the ability of sellers to sell services/items, the ability of buyers to pay for services/items, or that a buyer or seller will actually complete a transaction.
If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
Access and Interference
The sites contain robot exclusion headers. Much of the information on the sites is updated on a real-time basis and is proprietary or is licensed to Co-opRating by our users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the sites for any purpose without our express hand written permission.
Additionally, you agree that you will not:
- take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
- copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your information) from the sites without the prior express written permission of Co-opRating and the appropriate third party, as applicable;
- interfere or attempt to interfere with the proper working of the sites, services or tools, or any activities conducted on or with the sites, services or tools; or
- bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the sites.
You will indemnify and hold us (and our officers, directors, agents, subsidiaries, joint ventures and employees) harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Except as explicitly stated otherwise, legal notices shall be served on Co-opRating's national registered agent (in the case of Co-opRating) or to the email address you provide to Co-opRating during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.
If a dispute arises between you and Co-opRating, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Co-opRating agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by going to the About Contacting Customer Support help page. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
The following policies, including all policies referenced in them, are part of this Agreement and provide additional terms and conditions related to specific services offered on our sites.
Co-oprating.com.au does not offer any form of insurance or other Employer or Co-opRating protection which will assist you, because our Site merely provides the online venue for Users to offer, sell, and buy professional services and we are not otherwise involved in the transactions and interactions between Employers and Co-opRaters. However, some forms of payment permitted on the Site, such as PayPal or credit card, may offer limited employer or Co-opRating protection or chargeback services and you should familiarise yourself with these before proceeding with a transaction of any kind through the Site.
Because user identification on the Internet is difficult, we cannot and do not confirm each User's purported identity.
Each User acknowledges and agrees that the relationship between Users is that of independent contractors. Nothing in this User Agreement creates a partnership, joint venture, agency or employment relationship between: (1) Users; or (2) between us and any User.
Co-oprating.com.au offers a wide range of tools, content, products, services, benefits, and other resources on the Site of particular interest to Co-opRaters and to enable Co-opRaters to efficiently and cost effectively manage their careers, professions, and businesses. These Services are for use only under a non-exclusive, non-transferable, and non-assignable license under these terms and conditions of use. You do not have the right to copy, sell, or otherwise exploit for any commercial purpose the Services or content (in whole or in part), access to this service or use of this service.
Some of the Services offered at the Site may include feedback to questions by Users of this service and/or articles with original content and opinions. Use of this content or links to this content is at the User's own risk. No warranty is made that the information is accurate or reliable and Co-oprating.com.au and its related entities, directors, officers and agents disclaim all liability and responsibility for any direct or indirect loss or damage you may suffer relying on anything contained in or omitted from this content.
The User understands and agrees to the following terms:
Our Site merely acts as an online venue to allow Users to offer and buy professional services. You acknowledge and agree that Co-oprating.com.au is not involved in the actual transaction between the Co-opRaters and Employers. As a result, Co-oprating.com.au has no control over the quality or legality of the professional services provided by Users on our Site, or the ability of Co-opRaters to provide the services or the Employers to pay for the services. We do not guarantee that a User will actually complete a transaction or act lawfully in using the Site.
Some of the content provided at the Site may relate to various subjects such as information pertaining to legal matters, financial matters, health matters, and other matters for which the content of is provided in an advisory nature. This information is provided solely for informational and general non-advisory purposes. If desired, Users should use their own efforts to confirm such information with a professional(s) in the pertinent field(s). All of the information that Co-oprating.com.au provides should not be considered professional, medical, legal, technical, or any other discipline-specific advice.
The Site is a dynamic time-sensitive web site. As such, the information on the Site will be changed frequently. It is possible that some information could be considered offensive, harmful, or inaccurate, and in some cases may be mislabeled or deceptively labeled accidentally by Co-oprating.com.au or accidentally or purposefully by a third-party, regardless of whether such third parties are with or without a legitimate business purpose.
Co-oprating.com.au provides unmonitored access to third-party content. Co-oprating.com.au is only acting as a venue and/or portal, and has no liability based on, or related to, the third-party content on this Site, whether arising under the laws of copyright or other intellectual property, defamation, libel, privacy, obscenity, or any other legal discipline. This web site may contain links to third-party web sites. Co-oprating.com.au does not control nor always review the web sites to which we link from the Site. Co-oprating.com.au, therefore, cannot endorse the content, products, services, practices, policies, or performance of the web sites we link to from the Site, and Users should not treat any link as such an endorsement or acceptance of veracity or value.
Co-oprating.com.au does not have the resources to nor does it undertake any obligation to, control, research, verify, validate, or approve the content that is received or viewed on its web site. Co-oprating.com.au expects that the User will undertake necessary activities and practices and will use caution and common sense when using Co-oprating.com.au for User's Account.
You agree and acknowledge that unless explicitly requested, Co-oprating.com.au may display your company name, logo and public description of your projects and profile as part of the Co-oprating.com.au website(s) and / or other Co-oprating.com.au marketing materials.
WORK IN PROGRESS PAYMENTS
Not an escrow service
Co-oprating.com.au does not operate an Escrow service. Co-oprating.com.au does have, however, a special, non-compulsory feature, which allows controlled payments to be made with respect to a project to a Co-opRater. Depending on the agreement of the Employer and Co-opRating, the Employer can create an advance payment which will remain pending until: (a) the Employer and the Co-opRating agree that the funds should be released to the Co-opRating; (b) until the Employer and the Co-opRating have concluded the process of the Dispute Resolution Services (as defined below); (c) until the Employer instructs Co-oprating.com.au to pay a Co-opRating that performed a service for him/her; or (d) until the Employer acknowledges that the Co-opRating has completed the service fully and satisfactory.
If an Employer does not approve of the Co-opRating's work product, the Parties have the option to resolve the issue through the terms of the Dispute Resolution Services set out below.
Prohibition on negotiation of fee outside of Site
You are strictly prohibited from attempting to negotiate the fee for a project with another user directly (outside of Co-oprating.com.au) after that project has been created/opened and before that project has been closed (i.e. during an ongoing project). This also applies to any project that was closed without a Co-opRating being chosen, and then contacting them about the project anyway. Both parties are responsible for notifying Co-oprating.com.au if the payment amount increases (above the bid amount) after the project is closed.
You are strictly prohibited from under-bidding on projects in an attempt to renegotiate the actual price privately, avoiding fees. We aim to provide a fair and open playing field at Co-oprating.com.au, and such activities interfere with providing such a marketplace. Co-oprating.com.au charges project commissions on all funds received by either direct transfer or Milestone Payment through the site, regardless of the final bid amount.
We believe our commissions are very fair and justified for the service we provide, therefore we will absolutely not tolerate any fee avoidance or underbidding on the Site.
Users agree not to post their e-mail address on the site, except in the "e-mail" field of the signup form, or when asked by Co-oprating.com.au. You may use the project message board and inbox private messaging on site to communicate. This does not only apply to e-mail addresses, but to all methods of communication, including phone, ICQ, AIM, MSN Messenger, GTalk and Yahoo.
Providing contact information
You are prohibited from making direct contact with another User, unless it's for a project you (a Co-opRating) have been picked for, or you (an Employer) have picked a Co-opRating for. This includes giving out your e-mail address, ICQ number, phone number, or any other method of contact outside of this site. Co-oprating.com.au provides you with message boards, which should be sufficient for pre-project planning. The only exception to this is on "Fulltime" projects. If a project has the "Fulltime" graphic on it, that means the Employer has paid a flat fee in advance, and you ARE allowed to provide contact information in the message board.
The User is solely responsible for content or any other information the User provides to Co-oprating.com.au. User understands and agrees to the following:
- Co-oprating.com.au is only acting as a venue for the online distribution and publication of User content. However, no warranties as to the actual distribution or publication of User content are made or implied. Co-oprating.com.au has the right (but no obligation) to take any action deemed appropriate with respect to User content if it is believed that such content may create liability for Co-oprating.com.au, harm its business operation or reputation, or cause Co-oprating.com.au to lose the services of its suppliers.
- Any and all content submitted to the Site is subject to the approval of the Site administrators. The Site reserves the right to reject, approve, or modify User-submitted content upon the discretion of the Site administrators. Evaluation of User-submitted content is based on certain quality guidelines.
These guidelines, that encompass all objectively quantifiable and aesthetic aspects of User-submitted content, are set solely by the Site and applied exclusively within the Site.
User represents and warrants that User's content: (a) will not infringe upon or misappropriate any copyright, patent, trademark, trade secret, or other intellectual property right or proprietary right or right of publicity or privacy; (b) will not violate any law or regulation; (c) will not be defamatory or trade libelous; (d) will not be obscene or contain child pornography; (e) will not include incomplete, false or inaccurate information about User or any other individual; and (f) will not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
No copyrighted material can be posted on the Site. This includes scripts which are sold by the author. Only posting sections, or excerpts of these scripts, as examples, will be permitted. A "section" or "excerpt" being no more than 10% of the script's contents. This is meant to protect the author's intellectual property rights.
Grant of License
By submitting User content to Co-oprating.com.au (including, but not limited to creating your Account; posting a resume, posting a profile, posting a project; sending messages through or to Co-oprating.com.au), you hereby grant to Co-oprating.com.au a worldwide, exclusive, sublicensable, perpetual, irrevocable, royalty-free license to use, copy, modify, display, and perform User content, under all User intellectual property and proprietary rights worldwide. For the avoidance of doubt, providing links to content hosted on servers other than that of Co-oprating.com.au (such as a portfolio of sample works hosted on Your own web site) will not be considered "submitting" such content for purposes of this license grant.
Feedback, Reputation and Reviews
By using the Site, you acknowledge that you transfer copyright of the feedback, reputation and reviews you leave (whether a "Employer" or "Co-opRating"), consisting of comments and a multidimensional rating (e.g. Quality, Communication, etc) together with a composite rating by Co-oprating.com.au ("Feedback"). You acknowledge that this feedback belongs solely to us, notwithstanding that we permit you to use it on our Site while you remain a member. You may not use it or deal with it in any way inconsistent with Co-oprating.com.au's policies as posted on the Site from time to time, without our prior written permission.
You may not do (or omit to do) anything that may undermine the integrity of the Co-opRating feedback system. We are entitled to suspend or terminate your membership at any time if we, in our sole and absolute discretion, are concerned by any feedback about you, or your feedback rating is considered to be problematic to Co-opRating.
Co-oprating.com.au's feedback ratings belong to us and may not be used for any purpose other than facilitating the exchange of services between Users of the Site. You may not use your Co-opRating feedback (including, but not limited to, marketing or exporting your composite rating or feedback comments) in any real or virtual venue other than a website operated by Co-oprating.com.au or its related companies without our written permission.
DISPUTE RESOLUTION SERVICES
Dispute Resolution Services
Co-oprating.com.au offers the Dispute Resolution Services to registered users who have elected to use the Work In Progress payment feature. You agree and acknowledge that:
(i) Co-oprating.com.au is not providing legal services;
(ii) Co-oprating.com.au will not advise you regarding any legal matters; and
(iii) if you desire to have legal counsel, you will seek an independent legal counsel from those licensed to practice law in your jurisdiction. You will not rely on Co-oprating.com.au for any such counsel.
In the event of a dispute between an Employer and a Co-opRating regarding a return or release of Work In Progress Payments, either Employer or Co-opRating may elect to use the Dispute Resolution Services offered by Co-oprating.com.au. The Employer and Co-opRating will then be notified that the matter will be addressed through the Dispute Resolution Services.
You agree to indemnify and hold Co-oprating.com.au and any of our affiliates harmless against any damages or liability you may suffer as a result of using the Milestone Payments and/or Dispute Resolution Services.
Co-oprating.com.au is Not a Party to Disputes
Any disputes regarding arrangements between Co-opRaters and Employers remain solely between Employers and Co-opRaters. We are not involved in any transactions between you and any other users of Co-oprating.com.au.
You acknowledge and agree that Co-oprating.com.au will not be a party to any such dispute.
If you have a dispute with any other users of the Site, you hereby release Co-oprating.com.au from any and all claims, demands, and damages, actual and consequential, of every kind and nature, known and unknown, that is related to such a dispute.
Both parties of the Dispute case can elect to have their dispute arbitrated by the Dispute Team. The role of the Dispute Team extends to making all actions necessary to resolve the case in an impartial and evidential manner. You acknowledge that the verdict of the Dispute Team is final, binding, and irreversible.
All claims and actions (including, but not limited to, actions made by mistake) of the parties on the Dispute System are final, binding, and irreversible. You agree that the Dispute Team and Co-oprating.com.au is hereby released from the actual and consequential damages brought about by these claims.
Dispute Resolution Services Code of Conduct
The Co-opRating Code of Conduct applies to all the services offered by Co-oprating.com.au, including, but not limited to, the Dispute Resolution Services. It is agreed by You that You will make every endeavor at fair play and post reasonable and fair demands/offers on your dispute.
A user caught breaching the Code of Conduct during the Dispute Resolution Service process would automatically lose the dispute in favor of the other party involved, regardless of the origin of the dispute. The user who breached the Code of Conduct would also incur proper disciplinary action.
REGISTRATION AND PROCESSING OF YOUR PERSONAL DATA
Your personal information will be processed by Co-oprating.com.au in order to fulfill the agreement with You, perform delivery of services etc. Furthermore, we will process your personal information for marketing of campaigns, offers, new products or services. Your personal information may also be transferred between Co-oprating.com.au and any associated entity within the Co-oprating.com.au organisation. At such transfer, personal data may be transferred outside the EEC-area. By entering into this agreement, You hereby approve such processing of your personal information as set forth above, including processing of your personal identification number, and hereby give such consent as required by the Swedish Personal Data Protection Act (Sw. personuppgiftslagen 1998:204). The consent hereby given can in whole or in part be recalled by giving written notice to us. Should you choose to recall your consent, and such recall should make our due performance of the agreement or other obligations difficult, we reserve the right to immediately terminate the agreement. Should you require further information regarding our processing of your personal information, please contact us at the address set forth below.
Co-oprating.com.au discloses sensitive personal information only if required to comply with legal obligations or with your consent.
Co-oprating.com.au and Co-opRating.com.au are trademarks of Co-op Rating PTY LTD (ACN 158 226 405).
Copyright of Co-oprating.com.au
The content and compilation of content included on the Site, such as text, graphics, logos, icons, images, audio clips, digital downloads and software, are the property of Co-oprating.com.au and are protected by Australian and international copyright laws.
Co-oprating.com.au is not involved in the actual transaction between Co-opRaters and Employers. Our Services, the Site and all content on it are provided on an as is basis and without warranties of any kind either express or implied. Without limiting the foregoing, Co-oprating.com.au does not represent or warrant that:
- the Site will be accurate, reliable, uninterrupted, secure or error-free;
- defects in the Site will be corrected;
- the Site or the server that makes it available are free of viruses or other harmful components.
To the extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. For example, consumers (as defined by consumer protection laws) may be entitled to the benefit of certain warranties under applicable trade practices or fair trading legislation in Australia. If you are considered a consumer under an Australian consumer protection law that applies to Co-oprating.com.au, you will be entitled to the benefit of certain warranties under that legislation. For more information on consumer protection laws, please visit www.accc.gov.au or the website of your state fair trading agency.
To the extent that Co-oprating.com.au is able to limit the remedies available under this User Agreement, Co-oprating.com.au expressly limits its liability for breach of a non-excludable condition or warranty implied by virtue of any legislation to the following remedies (the choice of which is to be at Co-oprating.com.au's sole discretion):
(1) in the case of goods, any one or more of the following:
- the replacement of the goods or the supply of equivalent goods;
- the repair of the goods;
- the payment of the cost of replacing the goods or of acquiring equivalent goods; or
- the payment of the cost of having the goods repaired; and
(2) in the case of services:
- the supply of the services again; or
- the payment of the cost of having the services supplied again.
• However, if you are considered a consumer under an Australian consumer protection law that applies to Co-oprating.com.au, and you use our Services for personal, domestic or household use, the above clause may not apply to you. For more information on consumer protection laws, please visit www.accc.gov.au or the website of your state fair trading agency.
LIMITATION OF LIABILITY
Limitation of liability
In no event shall Co-oprating.com.au, its affiliates or staff be liable, whether in contract, warranty, tort (including negligence), or any other form of liability, for:
- any indirect, special, incidental or consequential damages that may be incurred by you;
- any loss of income, business or profits (whether direct or indirect) that may be incurred by you; and
- any claim, damage, or loss which may be incurred by you as a result of any of your transactions involving the Site.
- The limitations on Co-oprating.com.au's liability to you above shall apply whether or not Co-oprating.com.au, its affiliates or staff have been advised of the possibility of such losses or damages arising.
Notwithstanding the above provisions, nothing in this Agreement is intended to limit or exclude any liability on the part of Co-oprating.com.au and its affiliates and related entities where and to the extent that applicable law prohibits such exclusion or limitation including those within the Trade Practices Act 1974 (Cth) and relevant state fair trading legislation.
As some jurisdictions do not allow some of the exclusions or limitations as established above, some of these exclusions or limitations may not apply to you. In that event, the liability will be limited as far as legally possible under the applicable legislation.
Bar to action
Co-oprating.com.au may plead this User Agreement in bar to any claim, action, proceeding or suit brought by you, against Co-oprating.com.au for any matter arising out of any transaction or otherwise in respect of this User Agreement.
You agree to indemnify and hold us and (as applicable) our related entities, affiliates, and our and their respective officers, directors, agents, and employees, harmless from and against any and all claims, demands, proceedings, losses and damages (actual, special and consequential) of every kind and nature, known and unknown, including reasonable legal fees, made by any third party due to or arising out of your breach of this User Agreement or your violation of any law or the rights of a third party.
Currency conversions will be completed at a rate displayed on the Site, which is adjusted regularly based on market conditions. This exchange rate includes a processing fee above the wholesale exchange rate at which we obtain foreign currency.
You are responsible for all risks associated with maintaining balances in foreign currencies (including, the risk that the value of these balances will fluctuate as exchange rates change, which could result in decreases in the value of the balances). You agree not to attempt to use the Site to engage in speculative trading, which could result in substantial losses. No advice is provided on the Site and nothing on the Site should be relied upon as such. Use of this aspect of the Site is at your own risk.
Please note that the most readily available information on currency exchange rates is based on "interbank exchange rates". Interbank exchange rates are established in the course of currency trading among a global network of over 1,000 banks, and are not available through consumer or retail channels. These rates are not a suitable reference for currency PREVIOUS made on the Site.
Any dispute arising out of or in connection with this User Agreement shall be governed by the laws of the State of Queensland, Australia. You and Co-oprating.com.au irrevocably submit to the non-exclusive jurisdiction of the courts of Queensland, Australia.
The provisions of this User Agreement are severable, and if any provision of this Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforced. This Agreement may be assigned by Co-oprating.com.au to a third party without your consent in the event of a sale or other transfer of some or all of the assets of Co-oprating.com.au. In the event of any sale or transfer you will remain bound by the User Agreement. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to an anticipated or actual breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Nothing in this clause shall exclude or restrict your liability arising out of fraud or fraudulent misrepresentation.