*** This article was written by Andrey Shirben and was originally published at the AFR. This is the longer and unedited version of it **** In […]
Terms and Conditions for assessment by RavingFans™
Please read the terms and conditions set out below. If accepted by you, they will govern the relationship between us regarding the matters described below:
1. You have asked us to consider an investment by Follow the Seed Australia Venture Fund, I.L.P or by such other investment vehicle (“Fund”) in your company or in an Affiliate of yours (“you” or “your” or the “Company”).
For the purpose of this paragraph 1, “Affiliate” of a person means any other person, directly or indirectly,
controlling, controlled by or under common control with such person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise, and includes (a) ownership, directly or indirectly, of more than 50% of the shares in issue or other equity interests of such person, (b) possession, directly or indirectly, of more than 50% of the voting power of such person or (c) the power, directly or indirectly, to appoint a majority of the members of the board of directors (or any equivalent governing body) of such person, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
2. One of many initial criteria we use when considering possible investment opportunities for a Fund, is the data generated from our RavingFans™ assessment technology (“Technology”).
3. By requesting our Software Development Kit (“SDK”), which includes, amongst others, a description of the Technology and the nature of the data it will generate for us and you have requested that we assess a specific part of your business, relating to the use of your business' applications (“App's”) by end users, using this Technology.
4. No fee is payable for performing the assessment using the Technology.
5. In consideration of us undertaking and performing an initial assessment of the Business, as a potential investment opportunity, using the Technology, you agree that:
(a) you will not attempt to copy, modify, duplicate, create derivative works from, download, display, transmit, or distribute all or any portion of the Technology in any form or media or by any means; or
(b) you will not access all or any part of the Technology in order to build a product or service which competes with the Technology; or
(c) you will not use the Technology to provide services to third parties;
(d) you will not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Technology available to any third party; or
(e) you will follow the implementation instructions of the SDK to ensure that the Technology is able to operate effectively and properly.
(f) we and/or our licensor owns all intellectual property rights in the Technology and the Results (as defined in paragraph 5.1(b) below) and nothing in these terms and conditions gives you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Technology or the Results (as defined in paragraph 5.1(b) below).
(g) nothing herein or the provision of the Results to you or to any third party should be construed as an assurance by us or anyone else that the Fund will make an investment in the Business. Any decision to invest in the business will be at our sole and absolute discretion.
(h) nothing herein or the provision of the Results to you with any third party should be construed as the provision by us of any investment or financial product advice or any endorsement of your business or a recommendation to make an investment in the Business.
6. Limitation of Liability
6.1 This paragraph 5 sets out our entire liability (including any liability for the acts or omissions of our officers, directors, employees, agents and sub-contractors) to you:
(a) arising under or in connection with these terms and conditions;
(b) in respect of any use made by us or you, of the results of our assessment of your business using the Technology (“Results”);
(c) in respect of any representation, statement or tortuous act or omission (including negligence) arising under or in connection with these terms and conditions.
6.2 To the fullest extent allowed by applicable law:
(a) we assume no responsibility for the Results or for any conclusions drawn from or action taken or not taken, based on the Results, and all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these terms and conditions;
(b) we will not be liable to you whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under or in connection with these terms and conditions.
7. Confidentiality
We may disclose the Results to a third party without your prior written consent.
8. Personal Data
We confirm to you that the Technology will not gain access to, copy or collect the personal information of any persons.
9. Termination
We may cease or suspend any assessment or analysis we are undertaking on you at any time and for any reason whatsoever.
10. Law
These terms and conditions do not confer any rights on any person or party (other than us and you). These terms and conditions will be governed by the law of New South Wales, Australia.
To accept these terms and conditions please click here
