TERMS AND CONDITIONS
Sproutback is an Australian based crowdfunding platform.
Sproutback offers a platform for Project Creators to raise funds in order to progress their Projects to completion, and for Project Backers to support these Projects by providing funds in return for Rewards.
1 ACCEPTANCE OF TERMS
1.2 In these Terms and Conditions, the expressions “we”, “us” and “our” are a reference to Sproutback.
The following definitions apply in these Terms and Conditions:
Member means a registered member of Sproutback.
Mentor means the person/s made available to Project Creators by us to provide you with advice and assistance in relation to your Project.
Partner means the person/s affiliated with us that you may contact for advice and assistance in relation to a particular field related to your Project.
Project means a project created by the Project Creator and made available for funding on our Website.
Rewards mean an item or activity made available to Project Backers in return for funding a Project.
3 REGISTRATION AND ACCESS
3.1 In order to be involved as a Project Creator or Project Backer, you must register as a Member and create a Member profile. Login.
3.2 To register as a Member you must be at least 18 years of age, and register with us by completing our online registration form. In registering to become a Member, you agree to provide true and accurate information to us. Registration to become a Member is free.
3.3 You will be asked to provide personal information on our online registration form, which includes your name, contact details and address. For Project Creators, we will also require you to provide identity verification information and bank account details in order for us to transfer funds to you (if your posted Project is successful in acquiring the target funds).
3.4 Upon registration, you will be issued with a Member log in ID. This will be your unique log in ID to access your Member account information.
3.6 The information contained in our Website is intended for Australian and non-Australian residents. If you are from outside Australia, you may also be subject to the laws of the country within which you reside. Membership on our Website is open to Australian and non-Australian residents.
3.7 Some Project Creators are willing to ship Rewards to overseas Members. To determine if a Project Creator is willing to ship to your country of residence please contact the Project Creator.
4 RULES AND CONDUCT
4.1 As a Member you agree that:
(a) you are solely responsible for:
(i) the security of your password and log-in details used in connection with our Website; and
(ii) when and how your account is used, and the actions of any persons you give your log-in details and password to;
(b) you will notify us immediately of any breach of security or any unauthorised use of your Member account;
(c) you are responsible for any information or material you submit to us, including accepting any liability for the use of such material;
(d) you will not upload, post, transmit or otherwise distribute any materials that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious computer code, program or file, designed to interrupt, destroy or limit the functionality of any computer service or hardware or telecommunications equipment;
(e) you are legally responsible for all content that you submit to us; and
(f) we may suspend and/or terminate your membership if we consider in our sole discretion that you are breaching this Agreement.
4.2 You warrant that:
(a) the registration details you provide to us are accurate and complete and agree to keep that information up to date and as accurate as possible;
(b) you are the owner of, or are licensed to use, all the intellectual property rights contained in material submitted to us; and
(c) your information and material is not fraudulent, offensive, defamatory and does not infringe the intellectual property rights, confidentiality rights, or privacy rights of any person.
5 PROJECT CREATORS
5.1 Project Creators are able to advertise a project for funding by Project Backers on our Website. Project Creators must submit information and material relating to their Project to us as requested. In relation to material submitted to us for publication, you grant us a perpetual, irrevocable, non-exclusive, world-wide, unrestricted licence (including a right to sub-license) to use, copy, adapt, transmit, publish, communicate and display any material, in any form or medium. You also consent to us reproducing, publishing, modifying or deleting any material submitted to us and agree that, if we do any of these things we will not breach any parties’ rights including any person’s moral rights. You warrant that you are authorised to grant us this licence.
5.2 Material on our Website is protected by Copyright and is the property of Sproutback or its licensors. Unless otherwise indicated, we reserve all rights in the Website materials. Except as permitted by the Copyright Act 1968, you may not otherwise copy or reproduce the material on our Website.
5.3 All content and material published on our Website will be at our sole discretion.
5.4 Without limiting any other provisions under these Terms & Conditions, under no circumstances are Project Creators to submit any illegal, fraudulent, defamatory, offensive or indecent material of any kind, or material that infringes the rights of any person.
5.5 Before disclosing details of your Project, including on our Website or to a Partner or Mentor, you should consider whether disclosure might adversely affect any intellectual property rights you might have. If in doubt, you should seek legal advice before disclosing any details.
6 PROJECT BACKERS
6.1 Project Backers are able to fund Projects by electronic funds transferred directly to us through the eWay payment gateway. We then transfer collected funds to the Project Creator if their Project has successfully reached its funding target before the Project’s deadline.
6.2 Project Backers acknowledge that we are not liable for, and will not mediate for the delivery, performance or availability of, any Projects or Rewards to which Project Backers provide funding for, and will not become a party to any disputes arising from any failure related to a Project. Project Creators are solely responsible for the delivery and all other aspects of any Projects for which they receive funding from Project Backers.
7 PARTNERS AND MENTORS
7.1 We have a network of Partners and Mentors that Project Creators are able to contact to gain guidance and advice in relation to their Projects.
7.2 You agree and acknowledge that your correspondence and dealings (including the transfer of information and advice of any kind) with Partners and/or Mentors, is solely between you and the Partners and/or Mentors. You agree that we are not responsible or liable for any loss or damage of any kind incurred as a result of any such dealings.
7.3 You should exercise your own judgement and caution in providing Project related information to Partners and/or Mentors. We do not take responsibility for your actions or the actions or advice of Partners or Mentors.
8 PROJECT REWARDS
8.1 Project Creators may offer Rewards to Project Backers for funding their Project.
8.2 Project Creators must send their related Rewards policies to us for publication on our Website. All descriptions of the Rewards tiers, the number of Rewards available and funds required for each Reward must be specified accurately and completely by the Project Creator. Project Creators accept and acknowledge that we have the right to request Project Creators modify their Rewards policies at any time.
8.3 The Project Backer must provide appropriate funds for the purchase of a Project Creator’s particular Reward. If a Project Backer provides funds for a particular Reward and the transaction is successful, the Project Creator must ship the Reward or must otherwise make the Reward available to the Project Backer through the means specified in the Project Creator’s Rewards policy.
9 FEES AND PAYMENTS
9.1 If a Project reaches or exceeds its funding target, we will charge a fee for our services (‘Sproutback Fee’). The Sproutback Fee is 5% of the total funds received by the Project deadline date for a successfully funded Project.
9.2 Upon the Project successfully reaching its funding target, we will transfer the total funds received from a Project Backer directly to the Project Creator’s eWay account (after deducting the Sproutback Fee).
9.3 If a Project does not reach its funding target by the Project deadline date, no funds will be captured from Project Backers or transferred to a Project Creator from Sproutback.
9.4 No fees will be deducted from Project Backers if a Project is unsuccessful.
9.5 No refund will be made once a Project is successful. Once a Project Backer pledges funds to a particular Project and it is successful, no payments will be refundable.
10 THIRD PARTY WEBSITES
10.1 Our Website may contain links to other websites (‘Third Party Websites’). These links are provided for your convenience and information only, and may not remain current or be maintained. We are not responsible for the content or privacy practices associated with Third Party Websites.
10.2 Any dealings with you and Third Party Websites are solely between you and the third party, and you agree that we are not liable for any loss or damage incurred as a result of such dealings.
11 INTELLECTUAL PROPERTY RIGHTS
11.1 We own or license all intellectual property rights (including copyright and trade marks) in all information, text, material, graphics, logos, icons, sound recordings, software and source code on our Website (“Subject Matter”).
11.2 Material on our Website, including photographs, plans, and drawings, are protected by copyright and are the property of Sproutback or its licensors. Unless otherwise indicated, we reserve all rights in the Website materials. You may make a temporary copy of all or part of this material on your local computer for the sole purpose of viewing it, and print a single hardcopy of a whole page of this Website for your personal, non-commercial use. Except as permitted by the Copyright Act 1968, you may not otherwise copy or reproduce the material on our Website. Using the photographs, plans and drawings on our Website without our permission may constitute an infringement of copyright and may expose you to serious liability.
11.3 Additionally, subject to the Copyright Act 1968 (Cth), you may not, without our written permission, in any form or by any means:
(a) adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from the Subject Matter; or
(b) commercialise any information, products or services obtained from the Subject Matter.
11.4 Right to refuse publishing or posting material
We reserve the right to refuse or withdraw from publication any material submitted to us for publication at any time without giving reasons (even if the material has previously been published on our Website).
11.5 Right to vary
We will use reasonable efforts to publish material submitted by you in the format specified by you. However, we reserve the right to vary the placement of material on our Website or to change the format of material.
11.6 Submission of material to us
(a) Material that you submit electronically to us must comply with our specifications. We may at any time reject material submitted to us which is not submitted in accordance with our specifications.
(b) You warrant that you own the rights in the intellectual property that you provide to us to upload, and that you are authorised to grant us the licence to use and publish this material.
(c) You warrant to us that the publication of material submitted to us does not breach or infringe:
(i) the Competition and Consumer Act 2010 (Cth) or equivalent State legislation;
(ii) any copyright, trade mark, obligation of confidentiality or other personal or proprietary right;
(iii) any law of defamation, obscenity or contempt of any court, tribunal or royal commission;
(iv) State or Commonwealth privacy legislation or anti-discrimination legislation;
(v) any financial services law as defined in the Corporations Act 2001 (Cth); or
(vi) any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth, or a State or Territory).
12 LIMITATION OF LIABILITY
12.1 To the maximum extent permitted by law, and without limiting any other provision in this Agreement:
(a) we exclude all liability for indirect, incidental, special and consequential loss or damage of any kind, loss or corruption of data, loss of use, loss of revenue, loss of profits, failure to realise expected profits or savings and any other commercial or economic loss of any kind, in contract, tort (including negligence), under any statute or otherwise arising from or relating in any way to this agreement and/or its subject matter;
(b) our Website is provided on an ‘as is’ and ‘as available’ basis;
(c) we make and give no express or implied warranties including, without limitation, the warranties of merchantability or fitness for a particular purpose, or arising from a course of dealing, usage or trade practice, with respect to any goods or services you obtain from Project Creators through our Website;
(d) no oral or written information or advice given by us, our suppliers, agents, representatives or employees will create a warranty or in any way increase the scope of the express warranties given, and you may not rely on any such information or advice.
12.2 In the event that the supply of our services constitutes a supply of goods or services to a consumer as defined in the Competition and Consumer Act 2010 (Cth) (‘the Act’) nothing contained in these Terms and Conditions excludes, restricts or modifies any remedies or guarantees where to do so is unlawful. To the full extent permitted by law, where the benefit of any such remedy or guarantee is conferred upon you pursuant to the Act, our sole liability for breach of any such remedy or guarantee shall be limited to the remedies available under the Act.
12.3 We do not guarantee that our Website or Third Party Websites will be free from viruses, or that access to our Website or Third Party Websites will function as intended or be uninterrupted. You must take your own precautions to ensure that the process which you employ for accessing our Website does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system. For clarity, we do not accept responsibility for any interference or damage to your own computer system which arises in connection with your access or use of our Website or any Third Party Website.
13.1 You indemnify us in respect of any liability suffered or incurred by us for any loss, cost (including legal costs on a full indemnity basis), action, proceeding, claim, damage, demand, liability or expense as a result of your breach of these Terms and Conditions, or warranties given by you.
14.1 You accept that by registering to become a Member on our Website that we may at our sole discretion terminate or suspend your membership if you breach this Agreement, including without limitation, by infringing third party intellectual property rights, or because content submitted to us in defamatory, illegal, obscene or breaches a person’s privacy.
14.2 From time to time we may have to suspend or disconnect our services without notice or deny you access to our Website during any technical failure, modification or maintenance required by us. We will use reasonable endeavours to resume our services as soon as reasonably practicable.
14.3 You may terminate your account as a Member on our Website at any time by doing so by logging into your Member account, and deactivating your membership. You must fulfil all your obligations as a Project Backer or Project Creator before terminating your membership.
14.4 Our limitation of liability will survive termination.
15.1 We may at our sole discretion assign or otherwise novate or transfer our rights and obligations under this Agreement.
15.2 You agree that, if we do this, we may also transfer all necessary information (including, without limitation, personal information) to the third party acquiring our rights in order for them to be able to continue providing the services to you.
16 GOVERNING LAW
16.1 Your use of our Website is governed by and construed in accordance with the laws of the Australian Capital Territory, Australia. By using our Website, you irrevocably and unconditionally submit to the jurisdiction of the courts of the Australian Capital Territory.
17.1 Any notices or communications will be given to you at the e-mail address you provide to us, or to us at the e-mail address provided under ‘Contact Information’.
19 contact information
19.1 If you have questions or comments relating to Sproutback, you can find our contact information here.
20 UPDATES TO POLICIES