Terms
 

User Agreement for Assemblebay.com.au

This is an important document which you must consider carefully when choosing whether to use the www.assemblebay.com.au website at any time. This Agreement was last modified on 12th September 2015. THE FOLLOWING DESCRIBES THE TERMS ON WHICH ASSEMBLEBAY.COM.AU OFFERS YOU ACCESS TO OUR SERVICES.

Acceptance of User Agreement

This user agreement ("User Agreement" or "Agreement") is a contract between you (a user of www.assemblebay.com.au) and ASSEMBLEBAY LIMITED Trading As AssembleBay, ("www.assemblebay.com.au", "we" or "us") which operates the www.assemblebay.com.au website ("Site"). The Site is offered to you conditional on your acceptance of this User Agreement. Please review the terms and conditions set out below before using the Site. Your continued use of the Site after such time will signify your acceptance of this User Agreement. This User Agreement and all policies and terms incorporated by reference constitute the entire agreement between you and Assemblebay.com.au as to its subject matter. If you do not agree to any of these terms and conditions you should immediately cease to use the Site. Please note that we may close, suspend, or limit your access to your Assemblebay.com.au account ("Account") or the Services provided by us on the Site ("Services"), and/or limit access to your funds if you carry out activities which are in contravention of this User Agreement and its associated policies incorporated by reference.

Amendment of User Agreement

Assemblebay.com.au may amend or modify this User Agreement in whole or in part from time to time, without notice (unless such prior notice is required by law), by posting an amended User Agreement on the Site or any linked information. Such updated version of the User Agreement will be effective at the time we post it.

1. ELIGIBILITY

Assemblebay.com.au offers its Services to its Users. We shall have absolute discretion as to whether or not we accept a particular applicant or site for participation in the service. The Site is available only to individuals or corporate entities that can form legally binding contracts under applicable law. Without limiting the foregoing, this Site is not available to persons under 18 years of age. If Users do not qualify, they cannot use any of Assemblebay.com.au's Services including, but not limited to, those that require the User's ability to form legally binding contracts. Each User is responsible for what occurs on their Account and must report any unauthorised use of their Account to us.

2. USERS

The terms "You", "Your", "User", or "Users" refer to anyone accessing our Services or Site for any reason. Assemblebay.com.au provides a venue to introduce Users who wish to provide professional services ("Workers","Worker") and Users who seek such professional services ("Employers","Employer")(respectively or jointly as the "Parties" and individually as a "Party"). The Site enables Users to identify each other and work together online to complete, invoice and pay for projects.

3. LEGAL RELATIONSHIP BETWEEN YOU AND ASSEMBLEBAY.COM.AU

3.1 Termination

Assemblebay.com.au reserves the right to terminate the participation of any User without reason but expressly including any User that Assemblebay.com.au judges to be in violation of the User Agreement. Without limiting the foregoing, Assemblebay.com.au may terminate the participation of a User if we think that they are creating problems, legal liabilities (actual or potential), infringing someone else's intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons.

3.2 Relationship between Users

The parties to a project are the Workers, the Employers and Assemblebay.com.au. Assemblebay.com.au is a party to a project for purposes limited to (a) the provision of the virtual venue and hosting of the Site(s) to enable selection of Workers and projects, (b) supervising payment following satisfactory completion of a project as agreed between the Employer and the Worker, and provision of a process for Employers and Workers to use when there is a disagreement about satisfactory completion of a project. Although Assemblebay.com.au provides a virtual environment for definition of projects and assessment of Workers suitability, each Worker and each Employer acknowledges and agrees that, despite any recommendation made by Assemblebay.com.au of any Workers in relation to a project, they are responsible to identify and subsequently make their own sole decision and/or determination on the suitability or otherwise (as applicable) of a Worker to perform or complete any project or of an Employer to provide funds during and/or on completion of any project and clarification on a project as required during the term of a project. Assemblebay.com.au has not investigated the suitability of any Worker for any project and the Employer acknowledges that it is its sole responsibility to assess the ability of a Worker to satisfactorily complete a project. Depending on their jurisdiction, Workers and Employers may have rights under statutory warranties that cannot lawfully be excluded. Nothing in this agreement is intended to override a right that by applicable law may not be excluded. However, to the maximum extent permitted by law, the liability of Assemblebay.com.au for any services it provides is limited to performing the services again. Upon the Employer awarding a project to a Worker and the Workers's acceptance of a project on the Site, the Employer agrees to purchase, and the Worker agrees to deliver the Provider Services in accordance with the following agreements: (1) the User Agreement; and (2) the User Services Agreement between the Employers and Workers available on the Site, as amended from time to time; (3) any other contractual provisions accepted by both the Workers and Employers uploaded to the Site, to the extent not inconsistent with the User Agreement; and (4) the project terms as awarded and accepted on the Site, to the extent not inconsistent with the User Agreement. Assemblebay.com.au agrees to provide the venue and host the Site, including the hosting the communication of the project. You agree not to enter into any contractual provisions in conflict with the User Agreement. Any provision of a member contract in conflict with the User Agreement is void.

3.3 User Responsibilities

The responsibilities of the Workers and Employers are set out in the Services Agreement between Workers and Employers. When you enter into a transaction, you create a legally binding contract with another User, unless the transaction is prohibited by law or by this User Agreement. You are responsible for ensuring that you comply with your obligations to other Users. If you do not, you may become liable to that User(s). You must ensure that you are aware of any domestic laws (including common law), international laws, statutes, ordinances and regulations relevant to you as an Employer or Worker, or in any other uses you make of the Site. If another user breaches any obligation to you, you are solely responsible for enforcing any rights that you may have. For the avoidance of doubt, Assemblebay.com.au has no responsibility for enforcing any User rights.

3.4 No Insurance

Assemblebay.com.au does not offer any form of insurance or other Employer or Worker protection which will assist you, because our Site merely provides the online venue for Users to offer, sell, and buy services and we are not otherwise involved in the transactions and interactions between Employers and Workers.

3.5 Independent Contractors

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 Assemblebay.com.au and any User.

3.6 Services offered by Assemblebay.com.au

Assemblebay.com.au offers a wide range of tools, content, products, services, benefits, and other resources on the Site of particular interest to Workers and to enable Workers 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 Assemblebay.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.

3.7 Terms of use

The User understands and agrees to the following terms: Our Site acts as an online venue to allow Users to offer and buy services. As a result you acknowledge and agree that Assemblebay.com.au has no control over the quality or legality of the services provided by Users on our Site, or the ability of Workers to provide the services or the Employers to pay for the services. We do not guarantee that a User will actually complete the services 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 Assemblebay.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 Assemblebay.com.au or accidentally or purposefully by a third-party, regardless of whether such third parties are with or without a legitimate business purpose. Assemblebay.com.au provides unmonitored access to third-party content. Assemblebay.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. Assemblebay.com.au does not control nor always review the web sites to which we link from the Site. Assemblebay.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. Assemblebay.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. Assemblebay.com.au expects that the User will undertake necessary activities and practices and will use caution and common sense when using Assemblebay.com.au for User's Account.

3.8 Promotion

You agree and acknowledge that unless explicitly requested, Assemblebay.com.au may display your name, company name, logo and public description of your projects and profile as part of the Assemblebay.com.au website(s) and / or other Assemblebay.com.au marketing materials.

3.9 Transfers between Sites

At this point in time transfers between AssembleBay sites is able to be done without any change in terms or conditions to what is laid out in this agreement.

3.10 Notices: Consent to Contact

You consent to Assemblebay.com.au contacting you by electronic means as part of delivering the services outlined in this User Agreement. Additionally you consent to being contacted by electronic means by Assemblebay.com.au for the marketing of campaigns, offers, new products or services.

4. ACCOUNTS

4.1 Opening Account

To become a User and access the Site and Services you must register for an "Account." You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Site, and to update this information to maintain its truthfulness, accuracy and completeness.

4.2 Inactive Accounts

User Accounts that have been inactive for more than 365 days ("Inactive Accounts") will be deemed inactive. Assemblebay.com.au reserves the right to cancel Inactive Accounts.

4.3 Taxes

You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable.

4.4 Identity Authentication

You authorize Assemblebay.com.au, directly or through third parties, to make any inquiries we consider necessary to validate your identity in compliance with applicable legislation and regulation, as well as for our own anti-fraud measures. This may include asking you for further information, requiring you to provide your date of birth, a taxpayer identification number and other information that will allow us to reasonably identify you; requiring you to take steps to confirm ownership of your email address or financial instruments; ordering a credit report; or verifying your information against third party databases or through other sources. We may ask to see your driver’s license or other relevant identifying documents. In addition, in some circumstances we may ask you to provide photographic identification holding a sign with a code that we provide as an additional identity verification step.

5. AVOIDING COMMISSIONS

5.1 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 Assemblebay.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 Worker being chosen, and then contacting them about the project anyway. Both parties are responsible for notifying Assemblebay.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. We aim to provide a fair and open playing field at Assemblebay.com.au, and such activities interfere with providing such a marketplace.

5.2 Email

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 Assemblebay.com.au. You may use the site messaging system to communicate. This does not only apply to e-mail addresses, but to all methods of communication, including phone, Skype, AIM, MSN Messenger, GTalk, Yahoo and traditional mail.

5.3 Providing contact information

You are prohibited from making direct contact with another User outside of Assemblebay.com.au before a project is awarded. This includes giving out your e-mail address, Skype ID, ICQ number, phone number, or any other method of contact outside of this site. Assemblebay.com.au provides you with a messaging system, which should be sufficient for project planning and communication with other Users unless Assemblebay.com.au intentionally provides such contact information through a feature or function.

6. USER CONTENT

6.1 Content

The User is solely responsible for content or any other information the User provides to Assemblebay.com.au. User understands and agrees to the following:
  • Assemblebay.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. Assemblebay.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 Assemblebay.com.au, harm its business operation or reputation, or cause Assemblebay.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.

7.2 Grant of License

Subject to clause 7.3 below, by submitting User content to Assemblebay.com.au ( including, but not limited to creating your Account; posting a resume, posting a profile, posting a portfolio, posting a project; sending messages through or to Assemblebay.com.au), you hereby grant to Assemblebay.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 Assemblebay.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.

7.3 Feedback, Reputation and Reviews

By using the Site, you acknowledge that you transfer copyright of the feedback, reputation and reviews you leave (whether a "Employers" or "Workers"), consisting of comments and a multidimensional rating (e.g. Quality, Communication, etc) together with a composite rating by Assemblebay.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 Assemblebay.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 Workers 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 Workers. Assemblebay.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 Workers 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 Assemblebay.com.au or its related companies without our written permission.

8. USER RESTRICTIONS

8.1 Advertising

Users are prohibited from advertising a website on the Site. Any URL posted in a bid, project description, or the message board, must relate to a project on Assemblebay.com.au. An example of a permissible URL would be a User's portfolio or resume page.

8.2 Bidding

Workers can only place bids that equal the total amount of money they are requesting for the project. You cannot post an hourly bid or any other abnormal type of bid. This also applies to Employers. Employers cannot create projects that directly or indirectly require Workers to place hourly or other abnormal bids.

8.3 Employers

The Employer agrees that:
  • The Employer is strictly forbidden from redistributing any of the content of the Site, including but not necessary limited to private messages, documents and support tickets.
  • The Employer will not use the Employer's Account to post false or misleading project descriptions.
  • The Employer will not post project descriptions that, in the judgment and discretion of Assemblebay.com, are inappropriate to Assemblebay.com's audience and viewers.
  • The Employer will not falsify the Employer's own or any other identity.
  • The Employer will comply with all of Assemblebay.com's policies as posted on the Site from time to time.

8.4 Workers

The Worker agrees that:
  • The Worker will not redistribute any of the content of the Site, including but not necessary limited to private messages, documents, support tickets.
  • The Worker will not falsify Worker's own or any other identity.
  • The Worker will comply with all Assemblebay.com.au policies as posted on the Site from time to time.

8.5 Prohibited use of Site content

The content and information on the Site (including, but not limited to, messages, data, information, text, music, sound, photos, graphics, video, feedback, reputation, reviews, icons, software, code or other material), as well as the infrastructure used to provide such content and information, is proprietary to us. All Users agree not to otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products, or services obtained from or through this Site. Additionally, you agree not to:
  • use this Site or its contents for any commercial purpose;
  • access, monitor or copy any content or information of this Site using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
  • violate the restrictions in any robot exclusion headers on this Site or bypass or circumvent other measures employed to prevent or limit access to this Site;
  • take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
  • deep-link to any portion of this Site for any purpose without our express written permission;
  • "frame", "mirror" or otherwise incorporate any part of this Site into any other website without our prior written authorisation; or
  • attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by us in connection with the Site or the services.

8.6 General restrictions

Users agree that:
  • Users will not use any automated collection mechanism or any manual process to monitor or copy the web pages comprising the Site or the content contained therein without the prior written permission of Assemblebay.com.au.
  • Users will not distribute unsolicited commercial messages ("spam") through the User's Account.
  • Users will not contact employers or freelancers through the Site or through information gained from our Site with the intent of subverting them from using our Services.
  • Users will not engage in personal attacks, negative or other unfair criticism or other forms of discourteous and unprofessional online conduct or practices.
  • Users will not create multiple user Accounts for any reason, or under any circumstance.
    1. If you create a project, you cannot create another Account to bid on it, nor can you award yourself that project.

8.7 Consequences of termination

In the event of termination, you will have no claim whatsoever against Assemblebay.com.au in respect of any such suspension or termination of your membership.

8.8 Account Verification

If you do not complete account verification when requested within 4 months of the date of request, your account may be subject to termination.

9. DISPUTE RESOLUTION SERVICES

9.1 Dispute Resolution Services

Assemblebay.com.au as a venue and/or portal does not offer any disputer resolution services between users. We encourage users to work through any disputes amicably. 

10. REGISTRATION AND PROCESSING OF YOUR PERSONAL DATA

Your personal information will be processed by Assemblebay.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 Assemblebay.com.au and any associated entity within the Assemblebay.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. Assemblebay.com.au discloses sensitive personal information only if required to comply with legal obligations or with your consent.

11. TRADEMARKS

Assemblebay.com.au, all logos, know-how and products are trademark of ASSEMBLEBAY LIMITED.

12. COPYRIGHT

12.1 Copyright of Assemblebay.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 Assemblebay.com.au and are protected by Australian and international copyright laws.

12.2 Copyright infringement

It is our policy to respond to clear notices of alleged copyright infringement. Our policy, set out at http://www.assemblebay.com.au/dcma, is designed to make submitting notices of alleged infringement to us as straightforward as possible while reducing the number of notices that we receive that are fraudulent or difficult to understand or verify.

13. NO WARRANTY

Assemblebay.com.au is not involved in the actual transaction between Workers 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, Assemblebay.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 Assemblebay.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 Assemblebay.com.au is able to limit the remedies available under this User Agreement, Assemblebay.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 Assemblebay.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 Assemblebay.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.

14. LIMITATION OF LIABILITY

14.1 Limitation of liability

In no event shall Assemblebay.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;
  • 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 Assemblebay.com.au's liability to you above shall apply whether or not Assemblebay.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 Assemblebay.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 Competition and Consumer Act 2010 (Cth) and relevant state fair trading legislation.

14.2 Jurisdiction's Limitations

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.

14.3 Bar to action

Assemblebay.com.au may plead this User Agreement in bar to any claim, action, proceeding, class action or suit brought by you, against Assemblebay.com.au for any matter arising out of any transaction or otherwise in respect of this User Agreement.

14.4 Dispute resolution

If a dispute arises between you and Assemblebay.com, our goal is to address your concerns and, if we are unable to do so to your satisfaction, to provide you with a means of resolving the dispute quickly. For any claim, Assemblebay.com.au may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If Assemblebay.com.au elects arbitration, such arbitration will be initiated through an established alternative dispute resolution (ADR) provider, which is to be selected by you from a panel of ADR providers that Assemblebay.com.au will provide to you. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. All claims you bring against Assemblebay.com.au must be resolved in accordance with the terms of this Agreement. All claims filed or brought contrary to this Agreement shall be considered improperly filed and a breach of this Agreement. Should you file a claim contrary to the terms of this Agreement, Assemblebay.com.au may recover its legal fees and costs (including in-house attorneys and paralegals) , provided that Assemblebay.com.au has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim. If any proceeding by or against you is commenced under any provision of any bankruptcy or insolvency law, Assemblebay.com.au will be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this Agreement. Assemblebay.com.au’s failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

15. INDEMNITY

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.

16. CURRENCY

Currency conversions (if required) 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 changes made on the Site.

17. APPLICABLE LAW

Any dispute arising out of or in connection with this User Agreement shall be governed by the laws of the State of Western Australia, Australia. You and Assemblebay.com.au irrevocably submit to the non-exclusive jurisdiction of the courts of Western Australia, Australia.

18. GENERAL

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 Assemblebay.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 Assemblebay.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.

19. CONTACTING US

If you have any questions about these Terms or if you wish to report violations of these Terms, please contact assemblebay.com.au at support@assemblebay.com.au. Please contact us to report violations of terms and conditions.