“CoStar” is a service accessible via the CoStar APP (the “Service”) and operated by PADLOKT Pty Ltd (ACN 605 587 513) (“CoStar”, “CoStar Experience”, “Padlokt”, “us”, “our” or “we”), on its own behalf and on behalf of its related entities. The Service provides video and other entertainment content relating to celebrities, public personalities, athletes, clubs, teams, federations and associations (the “Talent”).
As a condition of using the Service, users (hereinafter referred to as a “Member”, “you” or “your”) accept and agree to comply with the Service Agreement (which comprises these terms and conditions, our Privacy Policy, the Subscription Fee Terms and Our Policies) which governs your use of the Service.
1. DEFINITIONS & INTERPRETATION
1.1 In these terms and conditions (the “Terms”), unless the context otherwise requires or permits:
“Account” means the account established by CoStar for a Member to use the Service (whether or not the Member has a current Subscription to any Subscription Channels);
“APP” means the CoStar APP available for iOS and Android via the Apple Store, Google Play Store and other online services.
“Channel” means the individual CoStar channel available from time to time via the Service to enable Members to access particular Content, each such channel being dedicated to particular Talent or other subject matter;
“Content” means any material, including video content, broadcast content, sound recordings, streamed content, images, photographs, artistic, literary or musical works, reviews, statements, opinions, views, advice, ratings, discussions, comments, messages, data, information and any and all other kinds of content in any form whatsoever accessible or available, whether directly or indirectly, via the Service;
“Content Provider” means the providers, producers, creators or authors, including their associates or affiliates, of Our Content. Content Providers include Talent and other Members but not you;
“Force Majeure Event” means strikes, lock-outs, or other labour disputes, riots, civil or political disturbance, actions or inaction of governmental authorities or suppliers, epidemics, wars, embargoes (including any other similar sanction), storms, floods, fires, earthquakes, acts of God (including natural disasters), terrorism or any associated activities, computer downtime, nuclear disasters, changes to laws, default or failure of a utilities supplier or common carrier or communications or data network, DDoS attacks, grounding of air traffic, interruption to transport routes or networks (including shipping routes) or any other circumstances that are outside the immediate control of CoStar;
“Members” means a person who has established an Account (and whose Account has not been cancelled or terminated);
“Our Content” means all Content made available via the Service, whether directly or indirectly, excluding Your Content;
“Our Policies” means the policies (if any) issued by CoStar from time to time that can be found via the Service which contain various additional rules regarding the use of, and/or participation in, the Service by Members;
“Privacy Policy” means CoStar’s privacy policy at https://www.costarexperience.com/privacy-policy that sets out how we manage your personal and non-personal information that we collect, including our policies and procedures, regarding the collection, use and disclosure of such information in connection with our Services and our website at [Link to website] (“Website”);
“Service Agreement” means these Terms, the Subscription Fee Terms, the Privacy Policy and Our Policies (if any);
“Subscribers” means Members who have a current Subscription;
“Subscription” means a subscription to obtain authorised access to Content on a particular Channel for which you have accepted and are complying with the applicable Subscription Fee Terms;
“Subscription Channels” means Channels which are only available to members who have accepted the applicable Subscription Fee Terms;
“Subscription Fee” means the fee payable by a Member in accordance with the applicable Subscription Fee Terms;
“Subscription Fee Terms” means the terms and conditions issued by CoStar from time to time which set out the pricing and related terms and conditions to enable Members to access certain Content (which may include terms and conditions to access certain Content without payment or at a promotional rate for a limited period or otherwise);
“Subscription Period” means the period during which you have been authorised to access a Subscription Channel, which will be month-to-month unless other notified by us;
“Talent” means the sports personalities, athletes, clubs, teams, sports federations, associations and celebrities from other fields who have a Channel dedicated to them individually for Content provided by or in relation to such individual Talent;
“Usage Information” means any information or data relating to the use of the Service by you, including meta-data or other usage data;
“Website” means CoStar’s website at www.COSTAREXPERIENCE.com or such other domain as operated by CoStar from time to time; and
“Your Content” means any Content provided by you, whether directly or indirectly, through or in connection with your use of and/or participation in the Service or in communications with us.
1.2 In these Terms, unless the context otherwise requires or permits:
(a) a reference to a word in its singular form shall be taken to include its plural form, and vice versa;
(b) the words “include”, “including” and “includes” are not words of limitation;
(c) a reference to “law” or “laws” shall be taken to be a reference to those laws and regulations which are applicable from time to time;
(d) a reference to a party or person in these Terms includes a reference to any agent of such party or person, including any person declared to be an agent under these Terms;
(e) a reference to these “Terms”, the “Privacy Policy”, “Our Policies” or any section or provision of these Terms shall be taken to be reference to the most recent revision of the applicable document;
(f) in the event of any conflict or inconsistency between two matters, the order in which one matter shall prevail over another matter, from highest to lowest priority, shall be: the Subscription Fee Terms, then these Terms, then Our Policies and then our Privacy Policy; and
(g) for the avoidance of doubt, information made available via the Service, other than the Subscription Fee Terms or a notification provided by us in accordance with section 2.6 below, shall not form part of the Service Agreement.
2. NATURE OF THE SERVICE
2.1 The Service is an online subscription service provided by CoStar to deliver and provide live and on-demand Content to Members for entertainment purposes only. The Service may be accessible through such digital devices as may satisfy the technical requirements for doing so, as displayed on the Website from time to time.
2.2 The Service is accessible via the APP or via www.costarexperience.com.
2.3 CoStar will be entitled to change the Service, including the Channels, Our Content and other features from time to time, without notice to you, for any reason, including as a result of:
(a) developments, modifications, enhancements or upgrades to the Service;
(b) repairs and maintenance in respect of the Service;
(c) timing, location or any other technical factors;
(d) general issues of accessibility or availability;
(e) commercial or legal reasons;
(f) the availability of Talent;
(g) the matters in section 2.4 below; and/or
(h) the effect or application of any laws, and we do not have to disclose to you those reasons.
2.4 Certain parts of the Service, including certain features and Our Content, may only be accessible or available (whether temporarily or permanently) subject to certain conditions or when specific requirements are met, including:
(a) the availability of Content Providers or Talent (it being acknowledged that any Content advertised as being made available, including on Subscription Channels, may not be available for a number of reasons, including as a result of a Force Majeure Event, or due to other circumstances beyond our control);
(b) Our Content may be time-limited (meaning that it may only be available for a limited period);
(c) certain of Our Content may only be available to Subscribers;
(d) Our Content may not be accessible during a free trial period;
(e) access to a feature requires you to comply with certain prior instructions or submit additional information to the Service;
(f) the number of Members or Subscribers able to participate in an event or activity may be restricted; and/or
(g) failure to comply with Our Policies.
2.5 For the avoidance of doubt, and notwithstanding any other matters in these Terms, we may at our absolute discretion and without advance notice to you, remove, modify or suspend the availability of any features of the Service, including access to any Subscription Channels, the availability of Our Content or Your Content, whether in whole or in part, temporarily or permanently, for any reason.
2.6 We may from time to time change the terms and conditions of the Service Agreement (except that changes to the Subscription Fee Terms are dealt with in section 5 below), either by sending you an updated link to the revised Service Agreement and/or by a notification made via the Website and/or our APP. Such changes will take effect on the date specified by CoStar. By continuing to use the Service after the date of change of the Service Agreement, you will be deemed to have accepted the revised Service Agreement.
2.7 In order to use the Service you will need to use a suitable digital device and have Internet access with a minimum bandwidth (as described on the APP and/or Website from time to time). The availability and quality of the Service, and your ability to use and access the Service, will depend on various factors which are outside of our control, including the quality of the service provided by your Internet service provider, as well as your location, the bandwidth available, the speed of your Internet connection and the type of digital device you are using to access the Service. You are responsible for paying for any fees or charges imposed by your Internet service provider for the use of data or bandwidth to access the Service.
3. ACCOUNTS & SUBSCRIPTION
3.1 To use the Service, you must register an Account with CoStar via the Service and comply with the Service Agreement (including any requirements of the Subscription Fee Terms from time to time).
3.2 You may only use the Service for such time as you have a valid and active Account and have not been suspended from the Service or had your Account suspended or terminated.
3.3 In relation to your Account, you acknowledge, warrant and agree (as the context permits or requires) as follows:
(a) you are either:
(i) at least 18 years old (or such alternative age as is required in your legal jurisdiction to enable you to enter directly into binding legal agreements); or
(ii) you are under 18 years old and have the consent of your parent or guardian as is required to enter into the Service Agreement;
(b) you have read and understood the Service Agreement prior to establishing an Account and agreeing to any Subscription Fee Terms;
(c) that the establishment of an Account comprises your irrevocable and unconditional consent and agreement to be bound by the Service Agreement;
(d) you have full authority and power to enter into and perform the terms and conditions of the Service Agreement;
(e) if we update or change any matters in the Service Agreement it is your responsibility to review the revised terms;
(f) you remain absolutely and unconditionally liable to CoStar in respect of the use of your Account and the Service even if another person or entity uses your Account or the Service via your Account;
(g) you will provide us with all the required information for the establishment of your Account, and you must ensure that such information is at all times accurate, true and up-to-date;
(h) you must use your actual, legal name and other personal details as required at the time of registering an Account and at all times while using the Service, and you must not use any false name or pseudonym, or other false personal details;
(i) you will comply with any billing and/or other validation procedures required: (A) by us to ensure that you are who you identify to be, including the provision of valid credit or debit card details to us; and/or (B) our business and fulfilment partners including as required to comply with the requirements of any applicable third party service, for example, the terms and conditions of the App Store, Google Play or any other service through which the APP is made available;
(j) you are responsible for maintaining the confidentiality and safeguarding the security of any details relating to your Account, including any login details and passwords, that you use to access your Account and/or the Service; and
(k) you will not cause, permit or allow your Account to be used by, or leased, sold or transferred to another person or entity, and you will not subscribe or register for a new Account if you have had a previous Account which was terminated or suspended by us for any reason.
3.4 We cannot, and will not, be liable for any loss or damage arising from your failure to comply with any of the requirements outlined in section 3.3 above.
3.5 You acknowledge that your entitlement to access, and to maintain access to, any Subscription Channels is subject to you complying with the applicable Subscription Fee Terms from time to time and to Our Policies generally and in relation to any particular Subscription Channels. You further acknowledge that we may from time to time vary the requirements to subscribe to a Channel and/or to make certain Content available to view without a Subscription and/or to make certain Content available only through the APP or only through the Website.
3.6 You acknowledge and agree that if you choose to or permit (whether intentionally or otherwise) the use of your Account and the Service by a third-party, you shall at all times remain liable for any loss or damage suffered by you, CoStar or any third party (including any other Members or any Talent or Content Providers) as a result of any act or omission undertaken by that third-party which would, if it had been undertaken by you, amount to a breach of the Service Agreement.
4. FREE TRIALS
4.1 We may from time to time, at our absolute discretion, offer you a free trial to access certain Subscription Channels or certain other Content for which a Subscription is otherwise required. The period of any free trial that we make available to you will be notified to you at the relevant time. To accept such an offer of a free trial, you will be required to accept the applicable Subscription Fee Terms.
4.2 At the end of your free trial in accordance with section 4.1 above, your Subscription to the applicable Subscription Channel(s) or other applicable Content will be subject to and in accordance with the applicable Subscription Fee Terms. For the avoidance of doubt, unless you cancel your Subscription prior to the end of the free trial to opt out of the applicable Subscription, your Subscription will be subject to the applicable Subscription Fee Terms immediately following the end of the free trial.
4.3 You acknowledge and agree that we may, at our absolute discretion, make Subscription Channels available to you on a temporary basis, without requiring you to accept the Subscription Fee Terms or otherwise pay the Subscription Fees associated with such Subscription Channels. We may cancel such access to such Subscription Channels at any time in our absolute discretion.
5. SUBSCRIPTIONS FEES & BILLING
5.1 Unless section 4 above applies, to access Content on any Subscription Channel(s), and to maintain such access for as long as those Channels are available via the Service, you must accept the applicable Subscription Fee Terms and pay the applicable Subscription Fees.
5.2 Unless otherwise specified in the applicable Subscription Fee Terms, the Subscription Fee is billed on a monthly basis in advance and payment will be required in accordance with the applicable Subscription Fee Terms. Subscription Fees are non-refundable for any reason and there are no partial refunds for partially used Subscriptions. The credit card, other account or payment method nominated by you will be automatically debited on the renewal date specified in the applicable Subscription Fee Terms, unless you elect to terminate in advance of the applicable expiry date for the relevant Subscription.
5.3 To the extent that we are unable to process a payment due in accordance with the applicable Subscription Fee Terms, we reserve the right to immediately cancel, suspend or terminate your Subscription (and access to the applicable Subscription Channels), whether temporarily or permanently, and we may seek the payment of any part of the Subscription Fees due and owing to us by you in respect of any period which you had access to the applicable Subscription Channel(s) during the applicable Subscription Period. In the event that we do cancel, suspend or terminate your Subscription under this section 5.3 or otherwise, we are not liable for any loss or damage, howsoever arising, that you may suffer as a result.
5.4 We will notify you of any changes to the Subscription Fee Terms provided that such changes will not take effect until the end of the applicable Subscription Period (even if the applicable Subscription Fees are lower than the amount paid by you).
5.5 If you do not agree with any changes to the applicable Subscription Fee Terms, you may opt to terminate your Subscription to the applicable Subscription Channel(s) at the end of the applicable Subscription Period by notifying CoStar to that effect prior to the end of such Subscription Period.
5.6 Your termination of your Subscription will not take effect until the end of the applicable Subscription Period in which you notify us of such termination.
5.7 Without limiting the obligations under this Service Agreement, you must ensure that any information you provide to us in relation to the establishment of a Subscription is at all times accurate, true and up-to-date.
5.8 If you cancel your Account, your Account will be deactivated, and you will not be entitled to continue using the Service (including to access any Subscription Channels). However, we will not provide refunds or partial refunds of any Subscription Fees that represent any part of a Subscription Period for which you cannot use the applicable Subscription Channels as a result of the cancellation of your Account.
5.9 If we allow you to change your Subscription (the “Permitted Change”) and new Subscription Fee Terms apply in respect of the Permitted Change, we will:
(a) if the new Subscription Fee is greater than your existing Subscription Fee – the Permitted Change will take effect as soon as it is processed by us and we will commence billing you in accordance with the Subscription Fee Terms applicable to the new Subscription; or
(b) if the new Subscription Fee is less than your existing Subscription Fee – the Permitted Change will not take effect until expiration of the applicable Subscription Period and we will then commence billing you in accordance with the Subscription Fee Terms applicable to the new Subscription.
5.10 We shall be entitled to cease providing you with access to a Channel, including a Subscription Channel, at any time, without reason. If we cease providing you with access to a Subscription Channel before the end of the applicable Subscription Period for which you have paid the Subscription Fee, we will refund you any Subscription Fees paid by you in advance for any period of the Subscription Period for which such Subscription Channel is not available, such refund to be calculated on a pro rata basis.
5.11 In addition to the above, we will not provide refunds or partial refunds of the Subscription Fee in the event we cancel or suspend your Account for any reason permitted under the Service Agreement.
5.12 The Subscription Fee must be paid to us by a form of payment that is approved by us.
5.13 You acknowledge that the Subscription Fee Terms may vary from time to time and from region to region.
6. MEMBER RESPONSIBILITIES
6.1 In relation to your use of the Service, you acknowledge and agree that:
(a) you will not use or rely on the Service:
(i) in any manner or for any purpose that is contrary to the Service Agreement; or
(ii) in connection with a commercial, business or other endeavour for profit, including an endeavour where an opportunity for profit exists; or
(iii) for the purpose of any marketing, advertising or promotional activity, whether for profit or otherwise; or
(iv) in circumstances where a reasonable person in your position would not have so used or relied on the Service; or
(v) in any manner that is unreasonable or excessive given the intended purpose, attributes and capabilities of the Service as disclosed in the Service Agreement; or
(vi) in any manner that adversely affects the normal performance, operation of the Service, or adversely affects the reputation of CoStar and/or the Service itself, or any person associated with the Service;
(b) you must comply with Our Policies at all times;
(c) if you participate in an event or activity made available via the Service, you must either be at least 18 years old or, if you are under 18 years old, you must have the consent of your parent or guardian (and we may be entitled to satisfy ourselves that your parent or guardian has given such consent);
(d) the Service, including Our Content, may not be suitable for persons aged under 18 and it is the responsibility of the parent or guardian of a person aged under 18 to ensure that it is appropriate for a person under their care who is aged under 18 to have access to the Service, including Our Content;
(e) to the extent that Our Content is contributed by Contributors other than CoStar itself, the views, opinions and beliefs of such Contributors are their own and not those of CoStar;
(f) it is your sole responsibility to review, verify and confirm the accuracy, completeness or validity of Our Content upon which you seek to rely;
(g) you must not rely on the Service as the sole and only source for information in relation to Our Content;
(h) you will not violate or attempt to violate any security features of the Service, including (without limitation) as follows:
(i) accessing content or data not intended for you or logging onto a server or account without authority; or
(ii) attempting to probe, scan or test the vulnerability of the Service or any associated system or network, or to breach security or authentication measures; or
(iii) interfering or attempting to interfere with service to any network, including, without limitation, by means of submitting a virus, overloading, distributed denial of service, “flooding,” “spamming,” “mail bombing,” “hacking,” “hijack” or “crashing”; or
(iv) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting in connection with the Service; or
(v) attempting to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any part or component of the Service; or
(vi) attempting to monitor, track or extract any Internet traffic or other data exchanged via the Service; and
(i) you will comply with all laws that are applicable to your use of the Service.
7. CONTENT
7.1 You acknowledge and agree in respect of Our Content that:
(a) Our Content is made available for viewing by you on a limited and non-exclusive basis insofar as you maintain a valid and active Account;
(b) you will only view Our Content in accordance with the Service Agreement;
(c) to the extent that we represent that any of Our Content is available on an exclusive or “see it here first” basis (or any similar claim) via the Service, we are relying on the relevant Content Provider providing the applicable Content on such basis, and that we will not be liable to the extent that any such representation is not accurate;
(d) we have no liability to you in the event that any advertised or scheduled Content is not available as advertised or scheduled for any reason;
(e) you are not granted any rights or benefits, including rights in the nature of copyright, owned by CoStar or by any associated entity or by any Content Provider or Talent or which otherwise subsists in Our Content; and
(f) you must not copy, licence, sell, transfer, assign, distribute, reproduce, publish, stream, communicate to the public or otherwise deal with, including by way of alteration or modification, any of Our Content by any means or technology, or otherwise make any of Our Content available, directly or indirectly, to any third party (whether on a commercial basis or otherwise).
7.2 You acknowledge and agree that by making Content available to you through or in connection with the Service, this shall not mean or be inferred that CoStar:
(a) endorses, approves or supports any statements, representations, opinions, views or comments made, whether directly or indirectly, in such Content;
(b) has vetted, reviewed, validated, examined, investigated or assessed the truth or correctness of the Content;
(c) has any control or influence in respect of such Content, especially where the Content is provided live or on-demand; or
(d) has any particular relationship, affiliation, association or sponsorship with a Content Provider (other than the agreement of the Content Provider to provide Content to the Service).
7.3 We reserve the right to remove or modify, without notice to you, any Content, including Our Content and Your Content, that is accessible or available, whether directly or indirectly, through or in connection with the Service (“Prohibited Content”) that:
(a) is in breach of the Service Agreement;
(b) is unlawful, defamatory, injurious (to reputation or otherwise), fraudulent, false or is otherwise misleading or deceptive;
(c) incites hatred or discrimination against any group of persons or persons with any particular characteristic, including race, gender, sexuality, religious beliefs, political beliefs or nationality;
(d) is indecent, obscene, vulgar, pornographic, offensive, threatening, of a menacing character, or that is likely to annoy or cause concern;
(e) infringes the rights of a third-party, us and/or a Content Provider, including copyrights, trademarks, trade secrets, patents, rights of personality, publicity or privacy or any other rights;
(f) affects or may affect the operation of the Service;
(g) contains any viruses or software which is designed to interrupt, destroy or limit the functionality of any computer software or hardware; or
(h) is not otherwise suitable or appropriate having regard to the nature and purpose of the Service,
and we may remove or modify any Content to the extent we view or regard it as Prohibited Content, and we do not have to disclose to you the reason for the removal or modification.
7.4 In respect of Your Content, you acknowledge, agree, warrant and/or undertake (as the context permits or requires):
(a) that you have all the necessary rights and interests in Your Content to grant us, and do so grant us by way of providing Your Content to us via the Service or otherwise, a royalty-free unconditional and perpetual licence to use, upload, send, transmit, distribute, publish, display, communicate and modify Your Content for the purposes of operating, maintaining, testing, refining, upgrading, analysing, marketing or promoting the Service;
(b) that Your Content (excluding your billing information and contact information that you provide to us directly in connection with the registration or maintenance of your Account) may be available to be viewed by the general public and other Members, and we have no control or influence over, nor shall we be liable to you in respect of, the use of Your Content by third-parties or Members;
(c) you will not use the Service to upload, send, transmit, distribute, publish, display or communicate any Content, including Your Content, that is or would be reasonably be regarded as Prohibited Content;
(d) you will not harass, bully or intimidate any other user of the Service or engage in any conduct that is objectionable or abusive;
(e) you will not upload onto the Service any virus or malicious code;
(f) you will not use the Service to send unsolicited commercial communications, such as spam;
(g) you will not use the Service to collect the content or information of users by automated means or otherwise by use of harvesting techniques, or for example by using robots or spiders; and
(h) we may refuse to post or use Your Content in connection with the Service at our absolute discretion.
7.5 We may log, collect, track, store and/or use any of your Usage Information to allow us to operate, monitor, maintain, refine, upgrade, analyse, market or promote the Service, and we do not have to disclose any Usage Information about you to you.
7.6 We will be entitled to disclose any of your Usage Information (but excluding information or data which identifies you individually) to third parties, including without limitation Talent, their representatives, and third-party advertisers/sponsors on the Service for advertising, marketing or promotional purposes on or in respect of the Service.
7.7 We may need to disclose Your Content or Usage Information to a third-party if required by law, to assist any law enforcement agency or regulatory body or to otherwise deal with or pursue any litigious claims, demands or legal actions, and we do not have to notify you of any such disclosures.
7.8 We do not represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content. You understand that by using the Service, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabelled or are otherwise deceptive. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service or broadcast elsewhere.
7.9 If you have any complaints about content available via the Service which you believe may breach the Service Agreement, you should report it to us via: costarexperience.com/reportingcontent.
8. DISCLAIMERS AND INDEMNITIES
8.1 CoStar provides the Service on a purely ‘as is’ basis without warranty of any kind and, to the maximum extent permitted by law, we expressly disclaim any and all liability and any warranties or guarantees, express or implied, regarding the Service, including, but not limited to, any implied warranties or guarantees of acceptable quality, fitness for a particular purpose or non-infringement of third-party rights not otherwise disclosed in the Service Agreement.
8.2 In using or attempting to use the Service, you unconditionally acknowledge and agree that we are not liable to you for any loss or damage of any kind that you suffer, howsoever suffered, in relation to any of the following matters:
(a) the lawful exercise of any rights that we may have under the Service Agreement or otherwise;
(b) your breach of the Service Agreement, including your use or reliance on the Service in breach of the Service Agreement;
(c) the results or consequences arising from your use of the Service;
(d) the lawful cancellation or suspension of your Account by us;
(e) the actions or omissions of a Content Provider;
(f) performance issues, interruptions or technical errors in the Service, including the presence of “viruses”, “Trojans”, “spyware”, “adware”, “bots” and other similarly harmful computer effects;
(g) the non-availability of and/or disruption to the Service caused by any third party; and/or
(h) the occurrence of a Force Majeure Event.
8.3 To the maximum extent permitted by law, our maximum liability to you for any loss or damage suffered by you arising out of, in connection with or relating to the Service, regardless of the type of action you may bring against us for such loss or damage, is limited to the Subscription Fees we have received from you. However, in no circumstance shall we be liable to you for any indirect or consequential loss or damage suffered by you, such as a loss of profits, a loss of business opportunities, a loss of reputation, a loss of anticipated savings, a loss of revenue, a loss of goodwill and a loss of contracts.
8.4 For the avoidance of doubt, nothing in the Service Agreement excludes, restricts or modifies any condition, warranty, statutory guarantee, right or remedy that we cannot lawfully exclude, restrict or modify (a “Required Matter”). Where a Required Matter applies to us but we are able to limit our liability for a breach of that Required Matter, our liability for a breach of the Required Matter is limited to the extent permitted by law, including the supply of the services again or the payment of the cost of having the services supplied again.
8.5 To the maximum extent permitted by law, you must indemnify and keep us indemnified in full and on demand from and against any and all loss or damage (including legal costs on an indemnity basis) suffered by us arising out of, in connection with or relating to your use of the Service in breach of the Service Agreement including without limitation in respect of any loss or damage claimed against CoStar or any related entity by any third party (including any Members or any Channel Hosts or Content Providers). The kinds of loss and damage that you must indemnify us from and against include loses suffered or incurred in defending or settling any dispute, legal action or other claim or demand (such as the payment of any fees, charges, taxes, levies, penalties or legal expenses).
9. CANCELLATION & SUSPENSION
9.1 You may cancel and close your Account at any time. If you do cancel and close your Account, the matters in section 5.8 above will apply in respect of any applicable Subscription Channels for which you have a current Subscription at that time.
9.2 In addition to any other rights that we may have, we may, without notice to you, cancel and close or suspend your Account, and prevent you from using the Service, for any of the following reasons:
(a) a breach of the Service Agreement by you;
(b) to investigate a suspected breach of the Service Agreement by you;
(c) to prevent any immediate risks of harm or injury to any person or property;
(d) for any other purpose deemed necessary by us to maintain the integrity of the Service or our business or our reputation;
(e) as a result of a Force Majeure Event;
(f) to comply with a requirement at law, to assist any law enforcement agency or regulatory body or to otherwise deal with or pursue any litigious claims, demands or legal actions; or
(g) in response to any actual or threatened litigious claims, demands or legal actions against us.
9.3 You acknowledge and agree that CoStar may alter or suspend the Service from time to time for any reason or may cease providing the Service at any time without notice to you; in any such circumstances, we will have no liability to you.
9.4 If we sell the business operating the Service, these Terms will continue to bind you unless and until your Account is cancelled.
10. MISCELLANEOUS MATTERS
10.1 If you have a complaint or a dispute in relation to the Service or the Service Agreement (a “Service Dispute”), you must notify us of the Service Dispute and you must allow us a reasonable opportunity to investigate and address the Service Dispute and/or to respond to you in that regard prior to taking any further actions, including commencing or threatening to commence any litigious claims, demands or legal actions, in relation to the Service Dispute.
10.2 If in using the Service you receive any information which is not intended for you or otherwise relates to, as one may reasonably infer, the business or internal affairs of CoStar of a confidential nature, you must not disclose that information to a third-party and must immediately notify us regarding the receipt of such information; further, upon request by us, you must forward the information to us and/or delete or remove such information that is in your possession or control.
10.3 Unless expressly stated by us, we are not affiliated or associated with, or sponsor or receive sponsorship from, any third-party service or service provider merely because the Service links or refers to the third-party service or service provider; further we shall not be taken to be endorsing, approving or supporting any statements or representations regarding the third-party service or service provider.
10.4 Notwithstanding any other matter in the Service Agreement, we may issue notices in relation to matters relating to the Service by any means we deem appropriate, including via the APP and/or the Website, or by sending you emails to the email address that is associated with your Account.
10.5 You may not assign or transfer any rights or obligations under the Service Agreement, but we may, unless prohibited by law, freely assign or transfer our rights and obligations under the Service Agreement.
10.6 We are not to be deemed to have waived any rights that we may have under the Service Agreement which have accrued unless we have expressly agreed to waive those rights in writing and signed by us. Any waiver is only effective in the specific instance and for the purpose it is given.
10.7 The Service Agreement constitutes the full and complete agreement between us and you relating to the subject matter contained in these Terms and supersedes any and all previous agreements, understandings, negotiations and representations between the parties in respect of all matters dealt with in these terms.
10.8 If any term or condition in the Service Agreement is held to be illegal or unenforceable, in whole or in part, by a court, such term or provision shall be severed and deemed not to form part of the Service Agreement, and the validity of the remainder terms and conditions shall not be affected.
10.9 The Service Agreement shall be construed in accordance with and governed by the laws of the New South Wales, Australia, the courts of which shall have jurisdiction in respect of any matters arising out of or in connection with the Service and the Service Agreement.
11. CONTACT US
11.1 If you would like to contact us regarding the Service, please contact us via any method available via the Website.