Listing Terms
Version 1.00, current @ 16 February 2022.
Ipleft Platform
These Listing Terms outline the terms and conditions of placing a Listing or Promoting a Listing on the Ipleft Platform (the Agreement).
In addition to this Agreement, you are bound to other policies, agreements or terms which may apply to your use of our Platform for example User Terms of Use and our Privacy Policy.
By completing a Listing Form, by going through the check out process, or by otherwise placing or Promoting a Listing on this website or related apps, publications or tools (together the Ipleft Platform or our Platform), or any part of it, you agree to be bound by this Agreement and all other policies, agreements or terms that apply to the Ipleft Platform, as amended from time to time.
The Agreement is a legally enforceable contract between you and Ipleft Pty Ltd (Ipleft/we/us/our). We may vary or amend the Agreement, or any other policy, agreement or term that might apply, at any time and you agree to be bound by the Agreement, or policies, agreements or terms, as amended from time to time.
For the purposes of this Agreement:
Assets means Listable Intellectual Property and businesses.
Listable Intellectual Property means, whether registered or registerable, or not, Patents, Trade Marks, Designs and domain names and any other intellectual property which Ipleft determines it will permit to be listed on the Platform from time to time.
Listing means:
• an advertisement, on the Ipleft Platform, for the sale of Listable Intellectual Property;
• the advertisement, on the Ipleft Platform, of a business to attract an investor or partner;
• any other advertisement that Ipleft deems is a listing type advertisement
and including the contents thereof and including any images, videos, attachments, links or downloadable materials.
Listing Form refers to your application for a Listing.
Listing Purpose refers to a listing for Sale or to attract a business partner or investor.
Partnership means the purpose of entering into a commercial relationship including without limitation legal partnerships, licence agreements, joint ventures and equity funding arrangements.
Promotion means the promotion of any Listing by Ipleft whether that be on the Ipleft Platform or otherwise. Promoted and Promoting mean the act of promotion of a Listing.
Sale means the assignment of Listable Intellectual Property.

1 PLACING A LISTING

1.1 To place a Listing or a Promotion on the Ipleft Platform, you must:
(a) be 18 years or older;
(b) be the owner of the Asset which you list or have authority to otherwise trade in the Asset;
(c) have a valid user account with Ipleft;
(d) pay the Listing Fees, Promotion Fees and any additional fees to Ipleft as they become due or payable from time to time; and
(e) be fully compliant with the Agreement and all other conditions of access and use of the Platform, as amended from time to time.
1.2 You represent and warrant to us that:
(a) you accept and acknowledge that by placing a Listing or a Promotion the information in the Listing will be public;
(b) you have authority to list or otherwise trade in the Asset of the Listing and hold authority to publish the Listing;
(c) you grant us a worldwide, transferable, non-exclusive, perpetual, sublicensable, irrevocable, royalty-free license to use, copy, adapt, modify, reproduce, process, publish, transmit, display and distribute the Listing (or part thereof) to anyone, by any means whatsoever, for any lawful purpose, and to sublicense, whether or not in exchange for payment, third parties to do the same;
(d) you also grant each user of the Ipleft Platform (or receiver of information regarding a Listing) a non-exclusive, worldwide, royalty-free, perpetual, license to use, reproduce, edit, communicate and otherwise deal with the Listing (or part thereof) in any form and for any purpose;
(e) you have the right to grant the above mentioned licenses;
(f) you will immediately comply with each and every direction we give you in relation to the Listing or Promotion, or part thereof, including, without limitation, the removal or amendment of Listing (or part thereof) or Promotion and corrective advertising; and
(g) you will not attempt to bypass or avoid any terms of the Agreement or any other policies, procedures or terms that might apply;
(h) the Listing and or Promotion (or any part thereof):
(i) is not unlawful, misleading, fraudulent, deceptive or likely to mislead or deceive and does not contain defamatory or a malicious material;
(ii) complies with all applicable laws, mandatory codes and guidelines;
(iii) is wholly truthful, complete, accurate, honest, up to date;
(iv) is your own original work;
(v) is not false, inaccurate, misleading or defamatory nor does it contain offensive content;
(vi) does not infringe the intellectual property rights of any person, pass off or mislead or deceive nor are they likely to mislead or deceive; and
(vii) does not relate to Assets of third parties or those that you do not have authority to list, advertise for any Listing Purpose or Promote.

2 OUR LISTING AND PROMOTION SERVICES

2.1 The following Assets may be listed for the following Listing Purposes on the Ipleft Platform:
(a) Listable Intellectual Property may be listed for Sale; and
(b) Businesses may be listed for Partnership.
2.2 Ipleft reserves the right to remove, add or amend Listing Purposes and Assets from time to time and without notice.
2.3 All Listings may be Promoted.
2.4 A Listing must:
(a) For Patents, Trade Marks and Design Patents: relate to only one Asset for Sale in one country only;
(b) For Domain Names: relate on only one Domain Name for Sale;
(c) For Businesses: relate to only one business for Partnership in one country only;
(d) be listed for the correct Listing Purpose and not for any other business purpose;
(e) where listed for sale: genuinely be available for purchase;
(f) where listed for partnership: genuinely be available for partnership opportunities;
(g) correspond to an Asset you own, or an Asset in which you have authority to trade; and
(h) comply with any other conditions of access and use of the Platform.
2.5 We act in the capacity of a publisher of Listings and Promotions only. Ipleft does not provide professional advice or advice on buying, selling or trading in Assets. We:
(a) do not provide any warranty, promise or guarantee that any person will be interested in an Asset or that a Listable Intellectual Property will sell or a business will attract a partner, investor or any other commercial enquiry;
(b) do not become involved in and are not a party to any potential Sale, Partnership, investment or any other transaction between users regarding Assets;
(c) do not have a duty of care to any user;
(d) have no control over how others will use a Listing, including, without limitation, using a Listing or the presence of a Listing to challenge the validity or ownership of an Asset or using the Listing, or any of its details, for fraudulent purposes;
(e) do not, and cannot, verify the identity, authenticity, existence, intentions or suitability of any persons who may contact you through the Ipleft Platform; and
(f) do not take ownership of Assets and do not transfer legal ownership of Assets or any rights in association with an Asset.
2.6 We do not guarantee continuous or secure access to the Ipleft Platform and its operation may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions.
2.7 You are responsible for your Listing and keeping your Listing information up to date at all times.

3 PUBLICATION OF LISTINGS AND PROMOTIONS

3.1 Ipleft is not obliged to publish your Listing, or Promote your Listing.
3.2 We may suspend or remove the Listing or Promotion at any time if we are permitted to do so under the terms of this Agreement.
3.3 If we refuse to publish a Listing, or publish a listing and then un-publish a Listing, for any reason, your subscription will be cancelled, all fees remain payable for that subscription period, you will not be entitled to a refund or credit to all or any part of the fees already paid for that subscription period.
3.4 We have complete and absolute editorial control in relation to the publication of your Listing and Promotion, including but not limited to, the content of your Listing, and the format, position and placement of your Listing or Promotion.

 
4 PLACEMENTS AND DISCRETIONARY PROMOTIONS

4.1 The position, ranking or order in which Listings appear on our Platform is determined in our absolute discretion. The position, ranking or order of a Listing, may be subject to a user’s search criteria and ordering preferences.
4.2 Certain Listing products contain enhanced features (such as featured listings) which enable those listings to rank ahead of other Listings.
4.3 Notwithstanding any other term of this Agreement regarding positions, orders or rankings of Listings and Promotions, Promoted listings are provided a priority position ahead of Listings which are not featured or promoted, in the search results in which they would ordinarily appear. We reserve the right to amend, remove, adjust or alter the position of any promotion of Promoted Listings at any time.
4.4 We may, but are not obligated to:
(a) place Promoted listings in other positions on the Platform;
(b) promote a Listing, on a complimentary basis, from time to time and may vary, withdraw or cancel your access to such services and features at our sole discretion. If you do not want your Listing to be Promoted or want a Promotion removed by us, please contact us at [email protected]; and
(c) promote your Listing outside our Platform, such as in newsletters, online or in the media.

 
5 TERM AND SUBSCRIPTIONS

5.1 Listings are placed and billed on a subscription basis.
5.2 Promotions are billed as a time-based service at a flat fee per Promotion.
5.3 This Agreement commences:
(a) for Listings: on the day you place a Listing and continues for an initial subscription period and any renewal term unless terminated in accordance with its terms.
(b) for Promotions: on the day you place a Promotion and continues for the promotion period unless terminated in accordance with its terms.
5.4 Certain terms of this Agreement survive termination or expiry.
5.5 For Listings: Following the expiry of the initial subscription period, this Agreement will automatically renew for further subscription period (Further Term), on the same terms and conditions as set out in this Agreement, as amended from time to time, unless terminated in accordance with its terms.
5.6 All features of our Platform (including Listings and Promotions) are subject to change, development and discontinuation without notice and we may vary or discontinue any feature of the Platform at any time.
5.7 We will use best endeavours to provide you with continuous and fault-free operation of the Platform and the other services we provide you, however we cannot guarantee this, and technological failures or delays may prevent us from doing so.

6 PRIVACY POLICY AND COOKIES

6.1 Our privacy policy, which sets out how we will use your information, can be found at https://ipleft.com/help/privacy_policy/ and https://ipleft.com/cookie-policy-eu. By using our Platform, you consent to the processing described the privacy policy and the cookie policy.

 
7 FEES

 
7.1 You must pay all fees as set out on our Platform or as notified by us from time to time. The fees charged are subject to variation at any time and may differ between Assets and Listing Purpose.

 
8 CANCELLATION

8.1 You can cancel your subscriptions or Promotion at any time. You can also delete your Listings at any time.
8.2 If you delete or cancel your Listing or Promotion, all fees remain payable for that subscription period or Promotion period, you will not be entitled to a refund or credit to all or any part of the fees already paid for that subscription or Promotion period.

9 TERMINATION OR SUSPENSION BY US

9.1 We may, without limitation to our other rights, terminate this Agreement, amend, suspend, limit access to, prohibit access to, your Listings or Promotions at any time if we, in our sole opinion, believe:
(a) that it is breach (in our sole opinion) of this Agreement or any other conditions of access and use of the Platform;
(b) that it harms or undermines the goodwill in Ipleft, the Ipleft Platform, users or any Asset;
(c) it is unlawful;
(d) that it does not observe the spirit of intellectual property ownership and respect;
(e) that the information is not believable or that the asking price is not aligned to industry standards.
9.2 You are not entitled to any refund or credit if you are in breach of this Agreement and or we refuse to publish (or we un-publish) your Listing, terminate this Agreement or suspend or remove your Listing or Promotion or we exercise our rights under clause 9.1.

10 DISCLAIMER, LIMITATION OF LIABILITY AND INDEMNITY

10.1 To the full extent permitted by law we disclaim any and all warranties, express or implied. To the full extent permitted by law our liability for any implied warranty or condition is limited, at our choice, to one or more of the following: the re-supply of services or payment of the cost of re-supply of services; or the replacement or repair of goods or payment of the cost of replacement or repair.
10.2 You will not hold Ipleft responsible for Third Party Content, Third Party Links, Third Party Advertising, actions or inactions of third parties, the merchantability, future performance or fitness for any particular purpose for any Asset, service or product contained, or referred to, on the Ipleft Platform, on any Third Party Link or Third Party Advertisement.
10.3 In no event shall Ipleft be liable to you or any third party for any indirect, consequential, exemplary, incidental, special or punitive damages, including, without limitation, lost profit, loss of revenue, loss of goodwill, loss of customers, loss of capital, downtime costs, loss of Asset, loss of profit, loss of data, loss of or damage to reputation, loss under or in relation to any other contract, loss of opportunity, loss of anticipated benefits, suffered or incurred by or awarded against you, under or in any way connected with the Ipleft Platform.
10.4 You indemnify us and our officers, employees and agents (those indemnified), keep us indemnified and hold those indemnified harmless against any expenses, costs, loss (including consequential loss) or damage that those indemnified may suffer or incur as a result of or in connection with your use of, access to or conduct in connection with our Platform, including, without limitation, any breach by you of this Agreement.
10.5 Notwithstanding anything to the contrary herein, the aggregate liability of Ipleft to you for any cause of action whatsoever and regardless of the form of the action, will at all times be limited to AUD$100.00.
10.6 Each party must take all reasonable steps to minimise any loss it suffers or is likely to suffer and that is the subject of a claim under this Agreement. If a party does not take reasonable steps to minimise that loss, then liability for the relevant claim will be reduced accordingly.
10.7 Each indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the parties and survives termination of this Agreement for whatever reason.

11 GENERAL
11.1 If any part of this Agreement is found to be void, unlawful, or unenforceable then that part will be deemed to be severable from the balance of this Agreement and the severed part will not affect the validity and enforceability of any remaining provisions.
11.2 You must not assign this Agreement without our prior written consent, which will not be unreasonably withheld.
11.3 We may assign this Agreement at any time. If we assign this Agreement, we will notify you of the assignment.
11.4 No delay or failure by either party to enforce any provision of this Agreement will be deemed a waiver or create a precedent or will prejudice rights. No waiver by either party will be effective unless it is in writing and signed.
11.5 This Agreement will be governed by and interpreted in accordance with the law of Queensland, Australia, without giving effect to any principles of conflicts of laws. You agree to the jurisdiction of the courts of Queensland, Australia to determine any dispute arising out of this Agreement.