The Room Xchange Pty Ltd ACN 611 058 130 (referred to as The Room Xchange) provides a searchable directory, messaging platform, booking platform, property listing and online introductory service between (i) people with a spare room in their house (Host) who offer accommodation and food (Accommodation) in exchange for the performance of agreed services (Accommodation Services) and (ii) travellers, students, guests, local people and other people (Guests) who agree to perform Accommodation Services as consideration for receiving the Accommodation (collectively, the Services). The Services are available on The Room Xchange website at www.theroomxchange.com (Site) and on The Room Xchange mobile application ‘The Room Xchange’ (App).
a) These Marketplace Terms and Conditions (Terms) form a binding legal agreement between The Room Xchange, its directors, officers, employees, successors and assignees, and each person, organisation or entity using the Services including, but not limited to, Guests and Hosts (collectively referred to as Users, each a User). By accessing or using the Site, App and Services, each User agrees to comply with and be legally bound by these Terms. Please read these Terms carefully. If there are any questions, the User is encouraged to contact The Room Xchange using the contact details at the end of these Terms.
b) The User’s use of the Site, App and the Services indicates that:
the User has had sufficient opportunity to access the Terms and contact The Room Xchange;
i ) the User has read, accepted and will comply with the Terms;
ii) the User has legal capacity to enter into a contract for sale; and
iii) the User is 18 years or older.
iv) If this is not correct, or if the User does not agree to these Terms, the User should not click to accept these Terms or use the Site, App and Services.
c) These Terms may be amended from time to time, without prior notice. Use of our Services following any such amendments will be deemed to be confirmation that the User accepts those amendments. The Room Xchange recommends that each User check the current Terms, before continuing use of the Services. The Room Xchange’s agents, employees and third parties do not have authority to change the Terms.
d) These Terms supplement and incorporate:
ii) the Stripe Terms of Service including, without limitation, the User Agreement.
2. Introductory Service Only
a) The Site, App and the Services provide a searchable directory, messaging platform, booking platform, property listing and an online introductory platform for Hosts who offer Accommodation to a Guest in exchange for agreed Accommodation Services from that Guest and Guests who offer to perform agreed Accommodation Services for the Host as consideration for staying at that Host’s Accommodation.
b) A User must register as a member on the Site or App and create an account (Account) to access all Services and features on the Site and App. Only Users with an Account can create a profile as per information requested on the Site or App (Profile). A Host’s basic Profile will include their photo (if provided), their first name, the suburb, city, state and country of their Accommodation, images of the Accommodation (if provided) and a map of the suburb identifying the suburb in which the Accommodation is located and their Xchange preferences. A Guest’s Profile will include their photo (if provided), first name, their Xchange preferences, country and town they wish to Xchange in and personality traits. Each User’s Profile will also contain a calendar showing the User’s availability to provide Accommodation or Accommodation Services (as applicable). It is the User’s responsibility to keep the calendar up-to-date. A User’s Profile can also include personal references from that User’s friends. The references must be true, accurate and correct, they must be authentic and they are the sole responsibility of the User to whom they relate. The Room Xchange takes no responsibility for such references. Each User is responsible for its own Profile. Hosts’ and Guests’ Profiles are viewable by all Users with the exclusion of any private information.
c) Hosts with a Profile may create a property listing (Property Listing) on the Site or App.
d) Hosts can create Property Listings to advertise the availability of Accommodation and detail the Accommodation Service(s) they would like Guests to provide as consideration for Accommodation. Hosts can choose from a range of pre-identified Accommodation Services on the Site or App. A Host’s Property Listing must set out all relevant information such as the availability of the Accommodation, the geographical radial location of the Accommodation, any rules involved in receiving Accommodation (e.g. meal times and curfews), the exact details of the Accommodation Services to be provided (e.g. number of hours to be worked each day, up to a pre-determined maximum, and for what duration and the exact scope of services to be provided), any particular standards or criteria regarding the performance of Accommodation Services, any refund or cancellation policy and any other terms and conditions applicable to the provision of Accommodation in exchange for Accommodation Services. Host’s Property Listings can also identify whether they can cater for any preferred living arrangements and any other preferences in terms of Guests (e.g. prefers female Guests, prefers gay-friendly Guests, prefers Guests with a working with children check (or equivalent), prefers Guests with a current police check or prefers dog-lovers).
e) Each Host agrees to provide accurate, current and complete information in any Property Listing it creates and keep such information current where appropriate. It acknowledges and agrees that each Property Listing it creates is its own responsibility.
f) By creating a Property Listing, the Host represents and warrants that it holds all legal title to the property the subject of the Accommodation or has obtained permission from its landlord or the property owner and is legally authorised to offer the Accommodation and request the Accommodation Services.
g) Each User must be insured. Membership includes insurance. However, if a Host or a Guest is making a booking off the Site or the App, they will not be covered by such insurance. Such insurance only covers bookings made through the Site or App.
h) Each Host’s Property Listing must offer only one Accommodation in exchange for Accommodation Services. Hosts must procure a Property Listing for each Accommodation offer.
i) Hosts and Guests with a full profile will be able to view other Hosts and Guests profiles and make contact regarding a potential Xchange and open a direct conversation to discuss any queries via The Room Xchange’s online messaging system on the Site or App (The Room Xchange Messenger).
j) By contacting a Host to request Accommodation, offer Accommodation Services and open a direct conversation, the Guest represents and warrants that it is legally authorised to perform the Accommodation Services.
k) A User with a completed Profile will be able to view other Users’ completed Profiles. A User may request to connect with another User regarding an Xchange using The Room Xchange Messenger. The Users may continue a conversation to discuss preferred living arrangements via The Room Xchange’s Messenger or if agreed by both parties, in person or over the telephone. As soon as the Users agree on the terms of their Xchange, a booking must be made using The Room Xchange’s online booking system and the relevant Users’ calendars are automatically updated to reflect the booking and fees will then become payable. Hosts and Guests should be mindful when making a commitment to each other. In the event that both parties agree to cancel the commitment, the parties may do so at their discretion. In the event that one party unreasonably cancels their commitment, this can negatively impact on their rating and limit future Xchange opportunities. The Room Xchange, using its discretion, may take such action as it sees fit, including but not limited to, restricting or cancelling the User’s account.
Refer also to clause, ‘Cancellation of Accommodation’ clause 11.
l) A User can subscribe to The Room Xchange’s newsletter and view information in Property Listings and Profiles on the Site ad App as an unregistered user of the Site, App or Services. Only Users with an Account can access all Services and features on the Site and App including making Property Listings, creating Profiles, contacting another User to request Accommodation and offer Accommodation Services through The Room Xchange Messenger, making bookings, and connecting with another User to receive Accommodation or Accommodation Services details.
m) The Room Xchange will also offer an option for push notifications to be sent to the App of any User with an Account. Users who subscribe to this additional Service will be able to download the App for free. A User will be able to choose what it wants to be notified of via the push notifications.
n) Each User understands and agrees that the Site and App is an online introductory platform only, and that The Room Xchange’s responsibilities are limited to facilitating the availability of the Site, App and the Services.
o) The Room Xchange takes the safety of its Users very seriously. When interacting with another User, The Room Xchange recommends that Users exercise their discretion and judgment, remain cautious and do not disclose any personal and/or financial information to that other User. When a User is meeting another User in person, The Room Xchange recommends the following action be taken by the User, as a minimum:
i) conduct your own background research in respect of the other User;
ii) if you are a Guest, provide a friend or family member with full details of your travel itinerary including, but not limited to, Accommodation details and details of the identity of your Host;
iii) if you are a Host, provide a friend or family member with full details of when the Guest is due to be staying with you, together with details of their identity; and
iv) do not share or exchange any personal information such as banking details.
p) The Room Xchange is not a party to any agreement entered into between a Guest and a Host. The Room Xchange is not a referrer or booking agent and provides no such related services. The Room Xchange has no control over the conduct of Guests, Hosts and any other users of the Site, App and the Services. The Room Xchange disclaims all liability in this regard, as set out in these Terms.
q) Any arrangement between a Guest and a Host is solely between the Guest and Host. It is strictly and expressly not part of the User’s agreement with The Room Xchange.
3. Online Registration
a) Each User may only have one (1) Account on the Site and App including a Profile.
b) Basic information is required when registering on the Site or App for an Account. Each User is required to provide certain information including name, email address, and location and select a username and password.
c) Each User agrees to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. The Room Xchange reserves the right to suspend or terminate any User’s Account and his/her access to the Site, App and Services if any information provided to The Room Xchange proves to be inaccurate, not current or incomplete.
e) It is the User’s responsibility to keep its Account details, username and password confidential. The User is liable for all activity on its Account, including purchases made using its account details. The User agrees that it will not disclose its password to any third party and that it will take sole responsibility for any activities or actions under its Account, whether or not it has authorised such activities or actions.
f) The User will immediately notify The Room Xchange of any unauthorised use of its Account.
a) Guests can access the Site or App to search for and communicate with Hosts (via The Room Xchange Messenger) and obtain Accommodation in exchange for providing Accommodation Services. Hosts can access the Site or App to communicate (via The Room Xchange Messenger) with Guests and obtain Accommodation Services in exchange for providing Accommodation.
b) Each User acknowledges and agrees that any communications entered into with another User is at his or her own risk. The Room Xchange does not provide a User with and cannot guarantee that other Users have genuine intentions.
c) Each User should report to The Room Xchange, any activities or requests of Users which are, or which the User reasonably believes to be:
iii) illegal; or
iv) likely to have a negative effect on the reputation of The Room Xchange, the Site, App Services and/or a User.
d) Each User acknowledges and agrees that while the Site and App allows Users to communicate with each other via The Room Xchange Messenger, Users are not permitted to share the contact information of other Users.
e) Each User represents and warrants that any content that it provides and Profile and Property Listing that it posts:
i) will not breach any agreements it has entered into with any third parties;
ii) will be in compliance with all applicable laws, tax requirements, and rules and regulations that may apply to any User in its local area and country; and
iii) will not conflict with the rights of third parties.
f) Each Host represents and warrants that:
i) it will not in any way hold itself out as acting for or on behalf of The Room Xchange, whether as agent, contractor, employee or otherwise;
ii) it will act lawfully and will comply with any applicable licences, laws, regulations, including but not limited to zoning laws and tax regulations, industry codes of conduct, health and safety requirements and Australian standards in offering the Accommodation and requesting Accommodation Services;
iii) it has made its own arrangement to ensure adequate insurance coverage is effective (including, if applicable contents and public liability insurance) and maintained in relation to the Accommodation;
iv) it has obtained any requisite approvals from its landlord, if applicable; and
v) it will only offer the Accommodation where and when it is legally permitted to do so.
g) Each Guest represents and warrants that:
i) it has made its own arrangement to ensure adequate insurance coverage is effective (including, if applicable, travel insurance) and maintained; and
ii) it will comply with all of the Host’s terms and conditions (including their house rules).
h) For the avoidance of doubt, The Room Xchange assumes no responsibility for a User’s compliance with any applicable laws, rules and regulations.
i) The Room Xchange reserves the right, at any time and without prior notice, to remove or disable access to any Account, Profile and/or Property Listing for any reason, including Accounts, Profiles and/or Property Listings that The Room Xchange, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, App or Services.
5. Ratings and Reviews
a) Users may rate a Profile and/or Property Listing (Rating), which determines the popularity of individual Profiles and/or Property Listings. Users may provide feedback to other Users and/or to The Room Xchange regarding the provision of Accommodation or performance of Accommodation Services including (i) Guests may provide feedback to Hosts and/or The Room Xchange regarding Accommodation provided by the Host and (ii) Hosts may provide feedback to Guests and/or The Room Xchange regarding the Accommodation Services performed by that Guest (collectively referred to as Review).
b) Ratings can be viewed by any User. Ratings will remain viewable until the relevant User’s Account, Profile and/or Property Listing is removed or terminated.
c) Guests can submit Reviews about an Accommodation provided by a Host on the Host’s Profile or Property Listing, directly to such Host, or to The Room Xchange. Hosts can submit reviews about Accommodation Service(s) performed by a Guest on the Guest’s Profile, directly to such Guest or to The Room Xchange. If a User posts a Review on a Profile or Property Listing, the Review can be viewed by any User and will remain viewable until the relevant User’s Account, Profile and/or Property Listing is removed or terminated. If a Review is submitted directly to the Host or Guest, it can be viewed only by that Host or Guest. If a Review is submitted directly to The Room Xchange, such Review is viewable only by The Room Xchange.
d) Users must provide true, fair and accurate information in their Review.
e) Users acknowledge and agree that they are not permitted to submit Reviews which contain foul language, illegal material, business advertisements, spam, religious debates, comments which incite fear and/or any form of abuse.
f) If, in The Room Xchange’s reasonable assessment, a Review is untrue, unfair, inaccurate, offensive, unhelpful, defamatory or inappropriate, The Room Xchange may delete the Review or ban the User from posting the Review. The Room Xchange does not undertake to review each Review made by the User.
g) To the fullest extent permitted by law, The Room Xchange is not responsible for the content of any Reviews.
h) If a User’s Rating falls to an unacceptable level, The Room Xchange may contact the User and offer assistance to try and improve their Rating. If the User does not heed the recommendations of The Room Xchange, The Room Xchange may cancel the User’s membership, terminate the User’s Account, remove the User’s Profile and Property Listing(s) and stop providing the User with the Services at its absolute discretion.
a) To book their first Xchange, each User must first pay a one-time Administration Fee as set out on our Site and App (Pricing Page). Each User agrees to pay The Room Xchange, in advance, the Administration Fee, in the amount and currency specified on the Site and App. The Administration Fee shall give the User full access to the Site enabling them to book an Xchange. For a limited number of people for a limited time, The Room Xchange may choose to waive the Administration Fee. This is at the discretion of The Room Xchange.
b) Goods and Services Tax (GST) or similar tax will be charged where applicable.
c) Once an Xchange is confirmed by Host and Guest, each User must also pay the Xchange Fee specified on our Site and App (pricing Page). Such fee will be payable in advance for a period of 30 days, recurring automatically at the end of each 30 day period until the Xchange ends. Users must provide The Room Xchange with at least 7 days notice of the termination of their Xchange in order to receive a refund of Xchange Fees paid in advance. The Xchange Fee must be paid using the method prescribed by the Site or App. Such method may change from time to time in which case Users will be provided reasonable notice. Currently, the Room Xchange requires payment to be made by Stripe. If The Room Xchange does not receive the Xchange Fee, The Room Xchange may in its discretion (i) suspend the User’s Account if payment cannot be processed within three attempts and (ii) if payment is not received within 14 days, terminate the User’s Account and stop providing the User with the Services. The User will also no longer be covered by The Room Xchange’s insurance policy.
d) Each User is required to provide Stripe account details or other payment information as required from time to time when registering for an Account. Although The Room Xchange may display a verification badge on a Profile for Users who have verified their ID through Australia Post’s Digital ID as requested on the Site or App, The Room Xchange does not endorse or guarantee the legitimacy of any Guest, Host, Profile, Property Listing, Accommodation or Accommodation Services. The Room Xchange requires Users to confirm that they have provided accurate information and asks them to verify their details through trusted and secure Australia Post’s Digital ID service. Although it may do so, at its discretion, The Room Xchange is not obliged to perform any sort of background checks of Users, and is not obliged to confirm the identity of any Host or Guests or any Profile, Property Listing or Accommodation or the appropriateness or legality of Accommodation Services. Users are wholly responsible for all aspects of screening and selecting Users they contact or who contact them via the Site, App and Services. If a User believes another User is suspicious, they may report the suspicious User to The Room Xchange using the contact details set out below.
e) The User must not pay, or attempt to pay, for the Services through any fraudulent or unlawful means. If a User’s payment is not able to be successfully processed after three attempts then the request for a membership/renewal may, at The Room Xchange’s discretion, be suspended and, if payment is not received within 14 days, be cancelled. If a User’s membership is cancelled, the User will not be able to access the Services on the Site and App, the User’s Account may be cancelled, any Property Listings created by the User may be removed from the Site and App and the User’s Profile may be removed from the Site and App.
f) In the absence of fraud or mistake, all payments made are final and the User shall not have the right to cancel its payment for any reason and further each User agrees to satisfy all such payments made, with exception to action taken under the Cancellation of Registration Policy set out in these Terms.
g) The Room Xchange’s pricing structure or payment methods may be amended from time to time at its sole discretion.
7. Offers and Promotions
a) The Room Xchange may, from time to time, make offers or promotions which may be applicable to the Services.
b) The conditions of such offers or promotions will be specified on the Site or App.
c) The User acknowledges and agrees that The Room Xchange may, at its sole discretion, remove or extend any offers or promotions, and The Room Xchange will not be responsible or liable for any potential loss or damage which the User incurs as a result of the removal or extension of any offers or promotions.
8. Affiliates and Referrers
a) The Room Xchange has an affiliate/referral program in place through which affiliates/referrers will receive benefits (as set out on the Site and App) for referring new Users. The affiliate/referrer will receive a promotion code that the new User will submit in the processing stage of creating its Account. Further details of the affiliate/referral program are set out on the Site and App.
8. Dispute Resolution
a) By using our Site, App and Services, each User agrees that any legal remedy or liability that he or she may seek to obtain for actions or omissions of a Guest, Host, or other third party, will be limited to a claim against the Guest, Host or other third party, who caused harm to him or her. The Room Xchange encourages Users to communicate directly with the relevant Guest, Host or third party to resolve any disputes.
b) The Room Xchange welcomes feedback from its Users. The Room Xchange seeks to resolve concerns quickly and effectively. If any User has any feedback or questions about the Services, please contact any member of the staff.
c) If there are any complaints from a User, The Room Xchange will aim to provide a suitable solution within a reasonable timeframe. If a User is not satisfied with The Room Xchange’s response, the User and The Room Xchange agree to the following dispute resolution procedure:
i) the complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The User and The Room Xchange agree to meet in good faith to seek to resolve the dispute by agreement between them (Initial Meeting).
ii) if a resolution cannot be agreed upon at the Initial Meeting, either the User or The Room Xchange may refer the matter to a mediator. If the Users and The Room Xchange cannot agree on who the mediator should be, the complainant will ask the Law Society of Victoria to appoint a mediator. The mediator will decide the time and place for mediation. Each party to the dispute must attend the mediation in good faith, to seek to resolve the dispute. The mediator’s costs will be shared equally between the parties, unless otherwise agreed between the parties.
iii) Any attempts made by a party to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of either party under these Terms, by law or in equity.
10. End of Xchange
a) If a User wishes to end an Xchange, it must notify The Room Xchange using the contact details below.
b) Subject to clause 11, Users may end an Xchange at any time. If Users ends an Xchange:
i) they will not receive a refund of any Xchange Fee paid for the period up to the end of their Xchange or the 7 day period following the date they notify The Room Xchange of the termination of their Xchange (whichever is the later date);
ii) subject to the previous clause, The Room Xchange may, at its discretion, refund to the User any paid Xchange Fee on a pro-rata basis for any period following the end of their Xchange (less any reasonable costs, fees and expenses it incurs as a result of the cancellation); and
iii) The Room Xchange will not charge the User’s Stripe account any further Xchange Fee in respect of the terminated Xchange.
c) If The Room Xchange cancels a User’s registration for any reason:
i) The User will not receive a refund of any Xchange Fee which it has paid in advance for the period up to and including the date of cancellation;
ii) The Room Xchange may, at its discretion, refund to the User any paid Xchange Fee on a pro-rata basis for any period following the cancellation (less any reasonable costs, fees and expenses it incurs as a result of the cancellation); and
iii) The Room Xchange will not charge the User’s Stripe account for any further Xchange Fee.
11. Cancellation of Xchange
a) Any cancellation or variation of Accommodation and/or the Accommodation Services is strictly a matter between the Guest and the Host. The terms and conditions agreed to between the Guest and the Host should be set out clearly in the relevant Property Listing contained in the Host’s Profile.
b) If a User cancels Accommodation or Accommodation Services (for a reason that, in The Room Xchange’s opinion, is not genuine) then The Room Xchange may, at its absolute discretion, cancel the User’s membership, terminate its Account, remove its Profile and Property Listings from the Site and App and cease providing the User with the Services.
12. Consumer Guarantees
a) Consumer legislation in Australia including the Australian Consumer Law (ACL) in the Consumer and Competition Act 2010 (Cth) provides consumers with guarantees that cannot be excluded, restricted or modified (Rights). Similar consumer protection laws and regulations in other countries may provide consumers with similar guarantees.
b) If the User is a consumer as defined in the ACL, the following notice applies to the User from The Room Xchange: “We guarantee that the Services we supply to you are rendered with due care and skill; fit for the purpose that we advertise, or that you have told us you are acquiring the Services for or for a result which you have told us you wish the Services achieve, unless we consider and disclose that this purpose is not achievable; and will be supplied within a reasonable time. To the extent we are unable to exclude liability; our total liability for loss or damage you suffer or incur from our Services is limited to us re-supplying the Services to you, or, at our option, us refunding to you the amount you have paid us for the Services to which your claim relates.”
13. Intellectual Property
a) All logos, slogans, content, designs, diagrams, drawings, graphics, images, layouts, appearance, videos, ideas, methods, databases, codes, algorithms, software, fees, pricing, notes, documents, domain names, confidential information, copyright, rights in circuit layouts (or similar rights), registered or unregistered trade marks, trade names, patent, know-how, trade secret and any other intellectual or industrial property whether such rights are capable of being registered or not (collectively Intellectual Property), including but not limited to copyright which subsists in all creative and literary works displayed on the Site, App and Services, the layout, appearance and look of the Site and App, together with any applications for registration and any rights to registration or renewal of such rights anywhere in the world, whether created before or after the date of these Terms and whether used or contained in the Site and App is owned, controlled or licensed to The Room Xchange (or its affiliates and/or third party licensors as applicable).
b) The User agrees that, as between the User and The Room Xchange, The Room Xchange owns or holds the relevant licence to all Intellectual Property rights in the Site, App and Services, and that nothing in these Terms constitutes a transfer of any Intellectual Property. The Intellectual Property, Site, App and Services are protected by copyright, trade mark, patent, trade secret, international treaties, laws and other proprietary or industrial rights whether such rights are capable of being registered or not, and also may have security components that protect digital information only as authorised by The Room Xchange or the owner of the content.
c) Some Intellectual Property used in connection with the Site, App and Services are the trade marks of their respective owners (collectively Third Party Marks).
d) The Room Xchange’s Intellectual Property and Third Party Marks may not be copied, imitated or used, in whole or in part, without the prior written permission of The Room Xchange or the applicable trademark holder or Intellectual Property owner.
e) Users of the Site and App do not obtain any interest or licence in the Intellectual Property or Third Party Marks without the prior written permission of The Room Xchange or the applicable Intellectual Property owner. Users may not do anything which interferes with or breaches the Intellectual Property rights.
14. User Licence
a) Subject to these Terms, The Room Xchange grants the User a personal, non-exclusive, non-transferable, limited and revocable licence to use the Site, App and Services for its own personal and/or non-commercial use only on a computer or mobile device owned or controlled by the User as permitted in accordance with these Terms (User Licence), and not to use the Site, App and Services in any other way or for any other purpose, apart from local fair dealing legislation in accordance with the Copyright Act 1968 (Cth). All other uses are prohibited without The Room Xchange’s prior written consent.
b) The right to use the Site, App and Services is licensed to the User and not being sold to the User. A User has no rights in the Site, App and Services other than to use it in accordance with these Terms.
c) This Agreement and User Licence governs any updates to, or supplements or replacements for the Site, App and Services, unless separate Terms accompany such updates, supplements or replacements, in which case the separate Terms will apply.
15. Prohibited Conduct
a) The User is solely responsible for compliance with any and all laws, rules, regulations, including but not limited to tax obligations that may apply to its use of the Site, App and Services. In connection with the User’s use of the Site, App and Services, the User may not and agrees that it will not.
i) use the Site, App or Services for any commercial or other purposes that are not expressly permitted by these Terms;
ii) register for more than one Account or register for an Account on behalf of another individual and/or entity;
iii) use the Services to find a Host or a Guest and then complete, or assist another individual to complete a transaction independent of the Services in order to circumvent the obligation to pay any fees related to The Room Xchange’s provision of the Services;
iv) upload any content (including but not limited to User Content) that is offensive, contains nudity or inappropriate language, contains racial or religious ranting or discrimination or defames another User, Profile or Property Listing;
v) submit any false or misleading information;
vi) as a Host, offer any Accommodation that you do not intend to honour or cannot provide;
viii) as a Host, request, or accept the performance of, Accommodation Services which are inappropriate, indecent, dangerous or illegal, including but not limited to sexual services or services of a pornographic nature;
viii) as a Guest, make any offers to the Host that it does not intend to honour;
ix) as a Guest, offer or agree to perform any Accommodation Services which are inappropriate, indecent, dangerous or illegal, including but not limited services sexual services or services of a pornographic nature;
x) perform, or offer to perform, any Accommodation Services in exchange for money;
xi) violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and tax regulations;
xii) copy, store or otherwise access any information contained on the Site, App and Services or content for purposes not expressly permitted by these Terms;
xiii) infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
xiv) use the Site, App or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
xv) use the Site, App or Services in connection with the distribution of unsolicited commercial email, i.e. spam or advertisements;
xvi) stalk or harass any other user of the Services or collect or store any personally identifiable information about any other user other than for purposes of transacting as a User on the Site and/or App;
xvii) use, display, mirror or frame the Site or App, or any individual element within the Site, App Services, The Room Xchange’s name, any of The Room Xchange’s trade mark, logo or other Intellectual Property, information, or the layout and design of any page or form contained on a page, without The Room Xchange’s express written consent; or
xviii) advocate, encourage, or assist any third party in doing any of the foregoing.
a) The Site, App, Services and Intellectual Property are protected by copyright, trade mark, and other laws of Australia and international countries. The User acknowledges and agrees that the Site, App, Services and Intellectual Property, including all associated intellectual property rights are the exclusive property of The Room Xchange and its licensors. The User will not remove, alter or obscure any copyright, trade mark, service mark or other proprietary rights notices incorporated in or accompanying the Site, App and Services, or Intellectual Property.
b) The User must not post, upload, publish, submit or transmit any content that:
i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
ii) is fraudulent, false, misleading or deceptive;
iii) denigrates The Room Xchange, the Site, App, Services, a Guest, or a Host;
iv) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
v) is defamatory, obscene, pornographic, vulgar, offensive, promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or
vii) promotes illegal or harmful activities or substances.
17. User Content
a) Users are permitted to post, upload, publish, submit or transmit relevant information and content (User Content). By making available any User Content or any Intellectual Property on or through the Site, App and Services, the User grants to The Room Xchange a worldwide, irrevocable, perpetual, non-exclusive, non-transferable, royalty-free licence to use the User Content and Intellectual Property, with the right to use, view, copy, adapt, modify, distribute, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit such User Content and Intellectual Property on, through, or by means of the Site, App and Services (for example by including such User Content, adapted as necessary, in newsletters which are distributed to Users and in blog posts which are transmitted on the Site and App).
b) The User agrees that it is solely responsible for all User Content and Intellectual Property that it makes available through the Site, App and Services. The User represents and warrants that:
i) it is either the sole and exclusive owner of all User Content and Intellectual Property that it makes available through the Site, App and Services, or that it has all rights, licences, consents and releases that are necessary to grant to The Room Xchange the rights in such User Content or Intellectual Property, as contemplated under these Terms; and
ii) neither the User Content nor the posting, uploading, publication, submission or transmittal of the User Content or The Room Xchange’s use of the User Content (or any portion thereof) on, through or by means of the Site, App and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trade mark, trade secret, moral rights or other Intellectual Property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
c) The Room Xchange may at its sole discretion remove any User Content that is offensive or in breach of these Terms.
a) The Room Xchange does not guarantee that the Accommodation will be requested by any Guest or the Accommodation Services will be performed to a particular standard by any Guest in exchange for the Accommodation, nor does The Room Xchange guarantee that Guests will be able to find desirable Host or Accommodation in exchange for appropriate Accommodation Services.
b) The Room Xchange may offer Users tailored content based on the Rating of a Property Listing or a User’s search history but does not endorse any Hosts, Guests, Profiles, Property Listings, Accommodations or Accommodation Services through tailored content.
c) The Room Xchange does not currently guarantee that a Profile or Property Listing will be ranked in a particular order of priority. However, in the future a Property Listing or Profile may be ranked with greater priority, subject to payment of additional fees to The Room Xchange. The Room Xchange does not endorse or recommend a Profile and/or Property Listing through rankings.
d) Although The Room Xchange may display a verification badge on a Profile for Users who have provided sufficient selected information as requested on the Site or App, The Room Xchange does not endorse or guarantee the legitimacy of any Guest, Host, Profile, Property Listing, Accommodation or Accommodation Services. The Room Xchange requires Users to confirm that they have provided accurate information and asks them to verify their details by linking a social media account, providing photographic identification or adding a video of the User to their Profile. Users must obtain 50 verification points to be granted an Account. Users must obtain 100 verification points to receive a verification badge on their Profile. Although it may do so, at its discretion, The Room Xchange is not obliged to perform any sort of background checks of Users and is not obliged to confirm the identity of any Host or Guests or any Profile, Property Listing or Accommodation or the appropriateness or legality of Accommodation Services. Users are wholly responsible for all aspects of screening and selecting Users they contact or who contact them via the Site, App and Services. If a User believes another User is suspicious, they may report the suspicious User to The Room Xchange using the contact details set out below. DS - AH and I will work this out on Tuesday.
e) The Room Xchange cannot and does not control the condition, legality or suitability of any User, Accommodation or Accommodation Services. Users are responsible for determining the identity and suitability of Users that they contact via the Site, App or Services.
f) The Room Xchange is not an owner, operator or provider of any Accommodation including but not limited hotel rooms, motel rooms or backpacker rooms.
g) The Room Xchange cannot and does not control the content contained in any Profiles or Property Listings or the condition, legality or suitability of any Host, Guest, Accommodation or Accommodation Services. Users are responsible for determining the identity and suitability of other Users that they contact via the Services, the Accommodation and Accommodation Services.
h) The Room Xchange accepts no responsibility for and makes no representations or warranties to the User or to any other person or entity as to the reliability, accuracy or completeness of the information contained on the Site and App. The Room Xchange disclaims any and all liability related to any and all Guests, Hosts, Profiles, Property Listings, Accommodation or Accommodation Services. Each User is responsible for their own personal safety. The Room Xchange is not responsible for any loss or harm which arises out of a User’s use of the Services.
i) The Room Xchange recommends all Guests check the identification of the Host prior to using the Accommodation. The Room Xchange also recommends all Hosts exercise due skill and care in verifying the identity of any Guests prior to permitting them to lodge at the Accommodation.
j) By using the Site, App or Services, the User agrees that any legal remedy or liability that it seeks to obtain for actions or omissions of other Guests, Hosts or other third parties will be limited to a claim against the Guests, Host or other third party who caused it harm. The Room Xchange encourages the User to communicate directly with the relevant Guest or Host on the Site, App and Services regarding any communications or arrangements made between them and to resolve any dispute between them.
k) To the fullest extent allowable under applicable law, The Room Xchange disclaims all warranties, representations and conditions, whether express or implied, including any warranties, representations and conditions that the Site, App or Services are merchantable, of satisfactory quality, reliable, accurate, complete, suitable or fit for a particular purpose or need, non-infringing or free of defects or errors.
l) For the avoidance of doubt, The Room Xchange is not responsible for any duties, fees, taxation, visa, immigration, zoning restrictions or related matters associated under these Terms. The Room Xchange advises that all Users using the Site, App and Services should seek advice in relation to these matters.
m) Each Guest and Host who uses the Site, App and the Services does so at their own risk. Each User agrees to take all necessary precautions in all interactions with other Users. Any communication or interaction between Users via or outside the Site, App and/or Services is conducted at their own risk (including but not limited to meeting a User in person, staying at a User’s Accommodation, performing the Accommodation Services or exchanging personal information with a User).
n) The Room Xchange excludes all express and implied conditions and warranties, except for the User’s Rights, to the fullest extent permitted by law, including but not limited to:
i) The Room Xchange expressly disclaims any implied or express guarantees, warranties, representations or conditions of any kind, which are not stated in these Terms;
ii) The Room Xchange does not warrant that the Site, App, the Services, content on the Site or App (including pictures, videos, sound clips, resumes, links etc.), or the User’s access to the Site, App or the Services will be error free, that any defects will be corrected or that the Site, App or the server which stores and transmits material to the User is free of viruses or any other harmful components;
iii) The Room Xchange takes no responsibility for, and will not be liable for, the Site, the App, the Services, Guests, Hosts, Accommodations and Accommodation Services being unavailable, of a particular standard of workmanship, failing to meet the Profile description, failing to meet the Property Listing description, failing to meet the User’s needs or expectations, or being of less than merchantable quality; and
iv) The Room Xchange will not be liable for any loss, damage, costs or expense whether direct, indirect, incidental, special, consequential and/or incidental, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal, bodily injury, death or emotional distress, loss of revenue, production, opportunity, access to markets, goodwill, reputation, use or any indirect, remote, abnormal or unforeseeable loss, or any loss or damage relating to business interruption, loss of programs or other data on the User’s information systems or costs of replacement goods, or otherwise, suffered by the User or claims made against the User, arising out of or in connection with the Site, App, Services, content on the Site or App, inability to access or use the Site, the App, the Services, any Profile, any Property Listing, the Accommodation, Accommodation Services or these Terms, even if The Room Xchange was expressly advised of the likelihood of such loss or damage.
o) The User agrees not to attempt to impose liability on or seek any legal remedy from The Room Xchange with respect to such actions or omissions.
19) Limitation of Liability
a) To the fullest extent permitted by law, The Room Xchange’s total liability arising out of or in connection with the Site, the App, the Services or these Terms, however arising, including under contract, tort, including negligence, in equity, under statute or otherwise, will not exceed the total fees paid by the User to The Room Xchange in the twelve (12) month period prior to the event giving rise to the liability, or one hundred dollars (AUD$100) if no such payments have been made, as applicable.
b) The limitations of damages set forth above are fundamental elements of the basis of the bargain between The Room Xchange and the User. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to the User.
c) This limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose. The limitations of liability provided in these terms inure to the benefit of The Room Xchange.
a) Each User agrees to defend and indemnify and hold The Room Xchange (and The Room Xchange’s parent, related bodies corporate, officers, directors, contractors, employees and agents) harmless from and against any claims, actions, suits, demands, damages, liabilities, costs or expenses (including legal costs and expenses on a full indemnity basis), including in tort, contract or negligence, arising out of or connected to the User’s use of or access to the Services; any breach by the User of these Terms; any willful, unlawful or negligent act or omission by the User; and any violation by the User of any applicable laws or the rights of any third party.
b) The Room Xchange reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which event the User will cooperate in asserting any available defenses.
c) This defense and indemnification obligation will survive these Terms and the User’s use of the Site, App or Services. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by the User, but may be assigned by The Room Xchange without restriction.
a) Accuracy: While The Room Xchange will endeavour to keep the information up to date and correct, The Room Xchange makes no representations, warranties or guarantee, express or implied, about the completeness, accuracy, reliability, suitability or availability of any information, images, products, services, or related graphics contained on the Site or App for any particular purpose. The User hereby acknowledges that such information and materials may contain mistakes, inaccuracies or errors and The Room Xchange expressly excludes any liability for such to the fullest extent permissible by law.
b) Service Level: The Room Xchange will strive towards maintaining a 99.5% uptime, not including scheduled maintenance. All data and information are regularly backed up on our cloud servers which are located in Australia.
c) Termination: The Room Xchange reserves the right to refuse supply of the Services required by any User, terminate any User’s Account, terminate its contract with any User, and remove or edit content on the Site and/or App at its sole discretion, without incurring any liability to the User. If The Room Xchange decides to terminate a User’s Account any of the following may occur, with or without notice to the User:
i) the User’s Account will be deactivated, its password will be disabled and it will not be able to access the Site, App, Services, its Account or its User Content;
ii) The Room Xchange may contact Guests to inform them of potential alternative Accommodation available from different Hosts on the Site, App and Services; and
iii) The Room Xchange may contact Hosts to inform them of potential alternative Accommodation Services available from different Guests on the Site, App or Services.
d) Fraudulent Activities: Each User acknowledges and agrees that, in the event The Room Xchange reasonably suspects that there are fraudulent activities occurring within the Site, App and Services, The Room Xchange reserves the right to immediately terminate any Accounts involved in such activities, contact the relevant authorities and provide all necessary information to assist in proceedings and investigations.
e) Force Majeure: The Room Xchange will not be liable for any delay or failure to perform its obligations under the Terms if such delay is due to any circumstance beyond its reasonable control.
f) Notice: Any notice in connection with the Terms will be deemed to have been duly given when made in writing and delivered or sent by email or post to the party to whom such notice is intended to be given or to such other address or email address as may from time to time be notified in writing to the other party.
g) Waiver: Any failure by a party to insist upon strict performance by the other of any provision in the Terms will not be taken to be a waiver of any existing or future rights in relation to the provision. No waiver by The Room Xchange of any of the Terms shall be effective unless The Room Xchange expressly states that it is a waiver and The Room Xchange communicates it to the User in writing.
h) Assignment: A User must not assign any rights and obligations under the Terms whether in whole or in part without The Room Xchange’s prior written consent.
i) Severability: If any of the Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
j) Jurisdiction and Applicable Law: These Terms, use of this Site, App, the Services and any dispute arising out of any User’s use of the Site, App or Services is subject to the laws of Victoria, Australia, and subject to the exclusive jurisdiction of the Victorian courts. The Site and App may be accessed throughout Australia and overseas. The Room Xchange makes no representation that the content of the Site and App complies with the laws (including intellectual property laws, property or zoning laws) of any country outside Australia. If a User accesses the Site or App from outside Australia, it does so as its own risk and are responsible for complying with the laws in the place where he/she accesses the Site or App.
k) Entire Agreement: These Terms and any document expressly referred to in them represent the entire agreement between The Room Xchange and each User, and supersede any prior agreement, understanding or arrangement between The Room Xchange and each User, whether oral or in writing.
For questions and notices, please contact:
The Room Xchange Pty Ltd ACN 611 058 130
Registered Office c/- Bourke Consolidated Pty Ltd 'AQUAVISTA TOWER' Suite 19 Level 14 401 Docklands Drive Docklands VIC 3008
Last update: 20th March 2018
The Room Xchange Pty Ltd owns the copyright in this document and use without permission is prohibited.