These terms and conditions contain important information, including disclaimers and limitations of liability.
1. Your acceptance
a. These are the terms and conditions (Terms) on which Seed Money Pty Ltd (ACN 618638814) (referred to as Seed Money, we, us, our) permits you to:
i. access and use the public elements of our website www.seedmoney.co (Website);
ii. access and use any Member only elements of the Website;
iii. participate in our Events;
iv. in the case of Startups, present at our Events, provide information on the Website or otherwise distribute information via Seed Money;
v. view or interact with any content, information, communications, advice, text, or other material provided by us through the Website (Content); and
vi. communicate with us.
b. You agree to be bound by these Terms by using, browsing or accessing any part of the Website, submitting any Content or attending any of our Events. If you do not accept these Terms, you must not use the Website, submit any Content or attend any of our Events.
c. We may from time to time review and update these Terms, including to take account of new laws, regulations, products or technology. Your use of the Website, participation in our Events will be governed by the most recent Terms posted on the Website. By continuing to use the Website or participate in our Events, you agree to be bound by the most recent Terms. It is your responsibility to check the Website regularly for updated versions of the Terms.
2. Changes to the Website
The Website is subject to change at any time without notice and may contain errors.
3. Nature of our services
a. The Website and our Events are intended to provide people with access to information about Startups.
4. Startups
a. You may register with Seed Money as a Startup in order to present at one of our Events or to distribute information via the Website or otherwise via Seed Money. Seed Money may accept or reject your application in its sole discretion.
b. If your application to register as a Startup is accepted, you must pay any costs of registration as notified to you by Seed Money:
i. by providing Seed Money with credit card details or making payment in advance by direct debit; and
ii. in accordance with any other requirements we notify to you.
5. Ceasing registration as a Startup
a. In addition to termination under clause 16:
i. you may cancel your registration and terminate these Terms immediately without cause at any time by notifying Seed Money; and
ii. Seed Money may cancel your registration and terminate these Terms immediately without cause at any time. Seed Money is not required to provide reasons for taking any such action.
b. If you cancel your registration or your registration is cancelled by Seed Money, these Terms are terminated and clause 16 applies.
6. Using the Website and participating in Events
a. You agree to use the Website and participate in our Events in good faith in accordance with these Terms and Applicable Laws.
b. You will comply with any policies, procedures, operating rules and directions of Seed Money from time to time in relation to your registration as a Startup (if applicable), your access to the Website, your participation in Events and the manner of performance of your obligations under these Terms.
7. Startup obligations
a. Startups must only utilise the Website and our Events to provide information about their business in a manner consistent Applicable Law, ASIC Policy and these Terms.
b. Startups must not make any representations that may cause a reasonable person to consider that Seed Money endorses or is otherwise responsible for any information, financial product advice or other financial services provided by the Startup.
c. A Startup must immediately notify Seed Money if it becomes aware of:
i. any possible breach of the Terms, Applicable Law or ASIC policy;
ii. any complaint that relates to the Startup’s use of the Website or participation in the Events; or
iii. any event that may be detrimental to Seed Money, its business and reputation or its goodwill, or the business and reputation of any of its associates (as that term is defined in the Corporations Act 2001 (Cth));
d. Each Startup acknowledges, represents and warrants to Seed Money that:
i. any information which it distributes via Seed Money is solely provided by the Startup;
ii. it is duly authorised to undertake all actions involved in and related to the Startup’s use of the Website and participation in our Events; and
8. Termination
a. You or Seed Money may terminate these Terms immediately by giving the other party written notice if that party has materially breached these Terms.
b. Upon termination of these Terms, you will no longer have access to the Website or the ability to participate in Events other than those portions of the Website which are publicly available to all users. Any such use of the Website by you will continue to be subject to these Terms.
c. Despite any other provision in these Terms of Use, this clause 8 and clauses 11, 12, 13(b), 16, 17, 18, 19, 20 and 21 survive the expiry or termination of these Terms.
9. Third party information
a. The Website and our Events incorporate Third Party Information, including information provided by the Startups.
b. Seed Money is not responsible for the Third Party Information and makes no representation as to the accuracy, reliability, timeliness or appropriateness of the Third Party Information.
c. Any recommendations or statements of opinion contained in the Third Party Information are those of the relevant third party and are not adopted by or attributable to Seed Money.
10. No recommendations
a. You acknowledge that Seed Money is not authorised to, and does not through the Website, Events or otherwise, provide financial product advice (within the meaning of the Corporations Act) about the Startups or any other person.
b. Before acting on any information on the Website or presented at an Event, you should obtain independent professional advice.
d. All information provided on the Website and at Events and otherwise provided by Seed Money is, unless otherwise indicated, factual information and does not involve any recommendation or statement of opinion by Seed Money or any third party. Such information does not take into account your objectives, financial situation or needs.
c. You acknowledge that:
i. any financial product advice provided through the Website or at Events is solely prepared and provided by the relevant Startup;
ii. Seed Money has not in any way selected the content of any financial product advice set out in any communication or interaction between you and a Startup through the Website or at an Event, nor has it modified or otherwise exercised any control over the content of such financial product advice; and
iii. Seed Money does not endorse or otherwise assume any responsibility for any financial product advice set out in any communication or interaction between you and a Startup.
iv. Seed Money does not accept any responsibility for any Third Party Information.
11. Intellectual property
a. All intellectual property rights (including copyright and patents) in the Website, Content and all components of them are owned or licensed by us unless otherwise indicated. You must not copy, modify or transmit any part of the Website or any Content except as permitted in these Terms.
b. The Website and Content contain trademarks, logos, service names and trade names of Seed Money or third parties that may be registered or otherwise protected by law. These include the Seed Money logo. You are not permitted to use any trademarks, logos, service names or trade names appearing on the Website.
c. We grant you a non-exclusive and non-transferable licence to use the Website and Content for your own personal use. You may not download (other than page caching) or modify the Website or its contents or any portion them.
12. Privacy
Any Personal Information submitted by you to Seed Money is subject to and will be handled in accordance with our privacy policy (Privacy Policy). The Privacy Policy is set out at: seedmoney.co/privacy. You agree that, by using the Website or communicating with us, you have read the Privacy Policy, understood its contents and consented to its requirements.
13. Your Content
a. Subject to certain restrictions and limits outlined in this clause and clause 22, the Website may allow you to upload, post, link to, store, communicate, send or transmit content (Your Content) on the Website.
b. You grant to us a non-exclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to use, modify, reproduce, adapt, communicate, display, perform and distribute Your Content in relation to and only for the purpose of our operation of the Website and Events.
c. You represent and warrant that Your Content does not infringe any third party intellectual property rights and that you own or otherwise control all of the rights to the content or that you have obtained all necessary authorisations and consents to post, link to, store or communicate Your Content and to grant us the rights in clause 21(b), that Your Content is accurate, that the use of Your Content does not violate these Terms and will not cause any loss or injury to any person. You agree to be solely responsible for any of Your Content that you post to the Website.
d. Seed Money has the right, but not the obligation, to monitor any Content (including Your Content) made available on the Website. We reserve the right, in our absolute discretion, to block, modify or remove any Content (including Your Content) without notice, and will not be liable in any way for possible consequences of such actions.
e. If you have a complaint regarding any Content, our sole obligation will be to review any written complaint notified to us and, if we see fit, in our sole discretion, to modify or remove the particular Content.
14. Prohibited uses
In using the Website or participating in Events, you must not engage or attempt to engage in any activities that:
a. violate any applicable local, state, federal or international law including, without limitation the Spam Act 2003 (Cth), Copyright Act 1968 (Cth), principles of law or equity established by decisions of courts and statutes, regulations or by-laws of the Commonwealth of Australia, or any State or Territory of the Commonwealth of Australia or a government agency;
b. result in the placement, posting, uploading of, linking to, sending, storing or otherwise communicating or distributing in any way content that is (or is likely to be considered) inappropriate, defamatory, abusive, profane, infringing, obscene, indecent, obscene, or unlawful material or information;
c. violate the rights of any third party (including, without limitation abusing, stalking, threatening or otherwise, infringement of copyright, trademark, or other intellectual property right, misappropriation of trade secrets, confidential information, electronic fraud, invasion of privacy, pornography, obscenity or libel);
d. interfere with or disrupt any other third parties (including other users of the Website or attendees of Events), equipment, functions, features, the Website or Content;
e. introduce or allow the introduction, transmission, distribution or uploading of any, virus or other potentially harmful programs, materials, information or malicious code into the Website or any related network;
f. use any device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents;
g. involve distribution of unsolicited advertising or chain letters, repeated harassment of other users or third parties, impersonating another user, falsifying a users’ network identity for improper or illegal purposes, gaining unauthorised access to any parts of the Website, sending unsolicited bulk emails or calls, continuing to send someone emails after being asked to stop and using a network to gain unauthorised entry to any other machine accessible via a network;
h. involve the unauthorised use of any machine or network, denial of service attacks, falsification of header information or user identification information, monitoring or scanning the networks of others;
i. gain unauthorised access to the Website;
j. disrupt, impair, alter or otherwise interfere with the functions, features, Content of the Website; restrict or inhibit any other visitor from using the Website, including, without limitation, by means of “hacking” or defacing a portion of this Website;
k. express or imply that statements you make are endorsed by Seed Money, without Seed Money’s prior written consent;
l. modify, adapt, decompile, reverse engineer, disassemble or otherwise reduce the Website to a human-perceivable form;
m. remove any copyright, trademark or other proprietary rights notices contained in the Website;
n. harvest or collect information about this Website’s visitors or members without their express consent;
o. are commercial, including selling, modifying, displaying, distributing or otherwise using any Content, in whole or in part, for any public or commercial purpose without Seed Money’s prior written consent, marketing, advertising or promoting goods or services, collecting and using any product lists or pricing for the benefit of other merchants, or re-selling, sublicensing or translating the Website;
p. use any meta-tags or any other “hidden text” utilising Seed Money’s name or Seed Money Content without Seed Money’s express written permission; or
q. frame the Website, or utilise framing techniques on any part of the Website, without Seed Money’s express written permission.
15. Registration and Login
a. Certain parts of the Website may only be accessible to registered users who have “logged in” or paid the relevant fee.
b. While logged in, you represent and warrant that you are the individual identified in the relevant Application Form and that all information you have supplied to us in connection with your use of the Website is true and correct.
c. When using the Website, you are responsible for maintaining the confidentiality of any login details and for restricting access by third parties to your account. You agree to be liable if your login details are used by an unauthorised person and are fully responsible for all activities that are conducted under your registration. If you believe that any of your login details have been compromised, lost or misplaced, you must contact us immediately by email at hello@seedmoney.co. You must exercise particular caution when accessing the Website using the Software from a public or shared computer or mobile device so that others are not able to view or record your login details or other personal information.
16. Disclaimer of warranties and limitation of liability
a. You agree that you have not relied on any representation, description, illustration or specification that is not expressly stated in these Terms.
b. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by Schedule 2 to the Competition and Consumer Act 2010 (ACL), or any other applicable law, that cannot be excluded, restricted or modified by agreement.
c. To the extent permitted by law (including the ACL), Seed Money excludes all warranties, whether express or implied (not including any consumer guarantees under the ACL), including any warranties or representations concerning availability of the Website or Events, quality, completeness, accuracy, suitability, acceptability or fitness for purpose in relation to the Website including Content, all links to or from the Website and the goods and services advertised or accessible using the Website. Subject to the consumer guarantees provided for in consumer protection legislation (including the ACL), we do not warrant that you will have continuous access to the Website. We will not be liable in the event that the Website is unavailable to you or due to computer downtime attributable to malfunctions, upgrades, preventative or remedial maintenance activities or interruption in telecommunications supply.
d. We do not guarantee the delivery of communications over the internet as such communications rely on third party service providers. The exchange of information electronically is vulnerable to interception by third parties and we do not guarantee the security or confidentiality of information available through the Website nor the security of the Website. Whilst we strive to protect information transmitted via the Website, any such information is transmitted at your own risk.
e. To the extent permitted by law (including the ACL), Seed Money’s liability in respect of any non-excludable warranties or conditions relating to our Events, the Website including Content, all links to or from the Website and the goods and services advertised or accessible using the content is limited to resupplying the relevant Event, Website or the reasonable cost of resupplying the relevant Website, whichever Seed Money sees fit to provide.
f. For all other claims or liability, and to the extent permitted by law, the maximum liability of Seed Money and its employees, agents or contractors for any loss, damage, claim, cost or expense whatsoever arising out of or in connection with these Terms, the Website, Events, all links to or from the Website and the goods and services advertised or accessible using the Website will be the amount of any fees received from you in the preceding 12 months in the aggregate of all claims.
g. Except where Seed Money fails to meet a consumer guarantee under the ACL and notwithstanding any other provision of these Terms, Seed Money will not be liable to you for:
1. any damage, loss or expense resulting from or caused by:
a. any act of Seed Money which was carried out in good faith (notwithstanding that such act may have been in breach of these Terms or negligent);
b. your investment decisions and any acquisitions and sales you make, regardless of whether they were made in light of Content available on the Website;
c. any act or omission of any third party;
d. any inaccurate or incorrect Third Party Information;
e. any inaccurate or incorrect information in Your Content or otherwise provided by you;
f. any event or circumstance beyond Seed Money’s reasonable control including, without limitation, a Force Majeure Event;
g. any breach of these Terms, negligence, default, fraud or dishonesty by you;
2. any direct or indirect lost profit, loss of opportunity, incidental, consequential or special damages, howsoever the loss is caused and regardless of whether it was foreseeable or not.
17. Indemnity
You agree to indemnify Seed Money in respect of all loss, damage, costs, expenses (including legal fees on a full indemnity basis), fines, penalties, claims, demands and proceedings incurred howsoever arising, whether at common law (including negligence) or under statute, in connection with any of the following:
a. any breach of these Terms by you;
b. your use of the Website, participation in Events and Your Content (as applicable); and
c. your communications with Seed Money.
18. Jurisdiction and law
These Terms are governed by and must be construed in accordance with the laws of the State of New South Wales, Australia. You submit to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters arising out of or relating to these Terms, their performance and subject matter.
19. Severability
Each provision of these Terms is severable from the others and no severance of a provision will affect any other provision.
20. Contacting Seed Money
If you have questions about the Website, these Terms or the Privacy Policy, please contact Seed Money by emailing hello@seedmoney.co
21. Definitions and interpretation
Definitions
In these Terms unless the context requires otherwise:
Applicable Law means the Corporations Act 2001 (Cth), and any other statute, statutory instrument or general law that is applicable to a party in connection with these Terms;
Application Form means the application form to register made available on the Website by Seed Money, from time to time;
ASIC means the Australian Securities and Investments Commission established under the Australian Securities and Investments Commission Act 2001 (Cth) and its successors;
ASIC Policy means regulatory guides, legislative instruments and class orders issued by ASIC;
Business Day means a day other than Saturday or Sunday on which banks are open for general banking business in Melbourne;
Confidential Information means all information belonging or relating to Seed Money, whether oral, graphic, electronic, written or in any other form, that:
1. is or should reasonably be regarded as, confidential to Seed Money; or
2. is not generally available to the public at the time of disclosure other than by reason of a breach of these Terms;
Content means any content made available on the Website or through an Event;
Content Provided by Others means the content uploaded, posted, linked to, stored, communicated, sent or transmitted on the Website by persons other than you;
Event means an event hosted by Seed Money;
Force Majeure Event means any act, event or cause including:
1. an act of God, peril of the sea, accident of navigation, war, sabotage, riot, act of terrorism, insurrection, civil commotion, national emergency (whether in fact or law), martial law, fire, lightning, flood, cyclone, earthquake, landslide, storm or other adverse weather conditions, explosion, power shortage, strike or other labour difficulty (whether or not involving employees of the party concerned), epidemic, quarantine, radiation or radioactive contamination;
2. an action or inaction of a Government Agency, including expropriation, restraint, prohibition, intervention, requisition, requirement, direction or embargo by legislation, regulation, decree or other legally enforceable order; or
3. breakdown of plant, machinery or equipment or shortages of labour, transportation, fuel, power or plant, machinery, equipment or material,
To the extent that the act, event or cause directly or indirectly results in a party being prevented from or delayed in performing one or more of its obligations under these Terms and that act, event or cause is beyond the reasonable control of that party;
Personal Information means your name, address, date of birth, credit card details, Seed Money login details, and any other information you have entered into the Website or otherwise provided to us about yourself;
Startup means a person or entity registered with us as a “startup” in connection with providing information via the Website or Events;
Third Party Information means information supplied by a third party and incorporated into the Website or information made available by us, including:
1. Current Price and historical price information provided by ASX Limited or any other third party;
2. research and analysis in relation to Available Investments provided by Thomson Reuters;
3. Content Provided by Others;
Your Content means the content uploaded, posted, linked to, stored, communicated, sent or transmitted on the Website in accordance with clause 21(a).
Interpretations
In these Terms unless the context requires otherwise:
1. the singular includes the plural and vice versa;
2. a gender includes the other genders;
3. the headings are used for convenience only and do not affect the interpretation of these Terms;
4. other grammatical forms of defined words or expressions have corresponding meanings;
5. a reference to a document includes the document as modified from time to time and any document replacing it;
6. a reference to a party is to a party to these Terms and a reference to a party to a document includes the party’s executors, administrators, successors and permitted assigns and substitutes;
7. if something is to be or may be done on a day that is not a Business Day then it must be done on the next Business Day;
8. the word “person” includes a natural person, partnership, body corporate, association, governmental or local authority, agency and any body or entity whether incorporated or not;
9. the word “month” means calendar month and the word “year” means 12 months;
10. the words “in writing” include any communication sent by letter, facsimile transmission or email or any other form of communication capable of being read by the recipient;
11. a reference to a thing includes a part of that thing;
12. a reference to all or any part of a statute, rule, regulation or ordinance (statute) includes that statute as amended, consolidated, re-enacted or replaced from time to time;
13. wherever “include”, “for example” or any form of those words or similar expressions is used, it must be construed as if it were followed by “(without being limited to)”;
14. money amounts in these Terms and the Website are stated in Australian currency unless otherwise specified;
15. a reference to time is to Melbourne, Australia time;
16. a reference to any agency or body, if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or functions removed (defunct body), means the agency or body which performs most closely the functions of the defunct body;
17. any agreements, representation, warranty or indemnity in favour of two or more parties (whether those parties are included in the same defined term or not) is for the benefit of them jointly and separately; and
18. any agreements, representation, warranty or indemnity by two or more parties (whether those parties are included in the same defined term or not) binds them jointly and separately.
