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TERMS OF SERVICE

Last Updated: 22nd May, 2017.

Introduction

 

Hello and welcome to Sprout Market Pty Ltd’s Terms of Service (“Terms”). This information is important and can affect your legal rights, so please read the Terms carefully. This website (the “Site”) with the URL address (http://www.sproutmarket.com.au) and the Sprout Market mobile application (the “App”) is owned and operated by Sprout Market Pty Ltd (ACN 64 614 244 923).

 

The term “Sprout Market Pty Ltd” (“Sprout”, “Sprout Market”, “Store”, “we”, “us”, “our”) refers to Sprout Market Pty Ltd, the owner and operator of the Service, whose registered office is 320 Sussex Street NSW 2000.  

 

The term “you” (“your”, “member”, “members”) refers to the Service user. These Terms apply to all users of the Service, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content.

 

By signing up or otherwise accessing or using our website and mobile application (together, the “Sprout Market Service” or “Service”) or acquiring any products made available by Sprout Market Pty Ltd, you hereby accept and agree to comply with and be bound by the following Terms, which along with our privacy policy govern Sprout Market Pty Ltd’s relationship with you.

 

These Terms govern your access to and use of the Service, including our Site and App and any information, text, graphics, photographs or other content uploaded, downloaded or appearing on the Service (collectively referred to as “Material”). Your access to and use of the Service are conditioned on your acceptance of and compliance with these Terms. By accessing or using the Service, you acknowledge that you have read and understood the Terms and accept and agree to be bound by the Terms.

 

If you do not agree (or cannot comply) with any of these Terms, then please do not access or use our Service.

 

Your use of the Service is subject to the following Terms referenced herein and/or made available by hyperlink.

 

Section 1 – Your use of the Service

 

1.1  You may use the Service only for non-commercial personal use and in compliance with these Terms and any applicable law.

 

1.2  The Site and App are not targeted toward or intended for use by anyone under the age of 18. By agreeing to these Terms, you represent that you (i) are 18 years of age or older, (ii) are a legal resident of Australia, (iii) have not been previously suspended or removed from the Site and/or App, or engaged in any activity that could result in suspension or removal from the Site and/or App, (iv) do not have more than one Sprout Market member account, and (v) have full power and authority to enter into these Terms and in so doing will not violate any other agreement to which you are a party. You may not use the Service or sign up for a Membership if you are not at least 18 years of age. If we later discover or suspect that an individual is not at least 18 years of age, we reserve the right to take steps to cancel access to the Service, including cancellation of such an individual’s membership. A breach or violation of any of the Terms will result in an immediate termination of your access to the Service.

 

1.3  To access some features of the Service and to place Orders, you must open an Account with us. To open an Account, you must provide us with current, complete and accurate information required by the applicable registration form. You may also be required to accept a service agreement or separate terms of use as a condition of opening the Account. Your use of the Account to access the Service and Products you have acquired from the Service is subject to all the Terms governing your Account.

 

1.4  You are solely responsible for keeping your Account information and the password that you use to access the Service confidential and secure. You acknowledge that you are responsible for any activities that occurs under your Account (including Orders placed using your Account). We strongly encourage you to use “strong” and “unique” passwords (passwords that combine upper and lower case letters, numbers and symbols) with your Account.

 

1.5  If your Account information or password is lost or stolen, or if you suspect or become aware of unauthorised access to your Account by third parties, it is your responsibility to notify us immediately and change your Account login details as soon as practicable. Sprout Market Pty Ltd cannot and will not be liable for any loss or damage arising from your failure to keep your Account login information secure.  We may refer fraudulent, abusive or unlawful activity to the relevant authorities.

 

1.6  You are responsible for your own communications, including the transmission, uploading or posting of information to the Site or the App and are responsible for the consequences of such communications. Any other use of the Site or the App requires our prior written consent.

 

1.7  You must not link to our Site or App in part or in whole if it causes damage or takes advantage of our reputation in a way that is unlawful or unfair. 

 

1.8  Our Site and App are subject to copyright, trademarks and other intellectual property rights owned by or licensed to us.

 

1.9  You may not otherwise copy, modify, or distribute the contents of this Site or the App except as permitted by legislation or with our prior written consent.

 

1.10      You may not modify, publish, transmit, participate in the transfer of, sell, create derivative works from, or in any way exploit any of the content found on the Site or the App, in whole or in part.

 

 

 

Section 2 – Restrictions on use of the Service

 

2.1 We require all members to agree not to use the Service and specifically prohibit any use of the Service, for any of the following purposes:

 

  • Posting, communicating or transmitting any material that infringes on any intellectual property, publicity or privacy rights of another individual or entity;
  • Engage in any harassment, intimidation, threats, predatory and/or stalking conduct;
  • Posting any information which is untrue, inaccurate or not your own;
  • Use or attempt to use another user’s account without authorisation from such user and us.
  • Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service or that could damage, disable, overburden or impair the functioning of the Service in any manner;
  • Engaging in conduct that would constitute a criminal offence or give rise to civil liability or otherwise violate any applicable law or regulation;
  • Attempting to interfere in any way with the Service or Sprout Market Pty Ltd’s network security or attempting to use the Service to gain unauthorised access to any other computing system;
  • Using the Service to drop ship merchandise to third parties;
  • Bulk purchases for resale;
  • Purchase of Products for commercial use or in connection with distribution via a commercial meal service (e.g. school cafeteria; school snacks, etc);
  • Use of the Service or shipment of Products outside Australia; and
  • Having more than one account per household.

 

2.2 You may not do any of the following while accessing or using the Service:

 

  • Use spiders, robots, data mining techniques, screen scraping or other automated devices or programs to catalog, download or otherwise reproduce, store or distribute content available on the Service;
  • Use any such automated means to manipulate the Site or App, such as automating what are otherwise manual or one-off procedures;
  • Access, tamper with, or use non-public areas of the Service, Sprout Market Pty Ltd’s computer systems, or the technical delivery systems of Sprout Market Pty Ltd’s providers;
  • Probe, scan or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
  • Access or search or attempt to access or search the Service by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Sprout Market Pty Ltd unless you have been specifically allowed to do so in a separate agreement with Sprout Market Pty Ltd;
  • Interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of material in such a manner as to interfere with or create an undue burden on the Service;
  • You may not frame portions of the Site or App within another website;
  • You may not resell use of, or access to, the Site or App to any third party without our prior written consent.

 

2.3 We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Products on the Service, to suspend or terminate users, and to close your member account without liability to you. We also reserve the right to access, read, preserve and disclose any information as we reasonably believe is necessary to:

 

  • satisfy an applicable law, regulation, legal process or governmental request,
  • enforce the Terms, including investigation of potential violations hereof,
  • detect, prevent, or otherwise address fraud, security or technical issues,
  • respond to user and/or customer support requests, or
  • protect the rights, property or safety of Sprout Market Pty Ltd and its users.

 

Section 3 – Fraud Protection

 

As part of our order processing procedures, we may screen received orders for fraud or other types of unauthorised or illegal activity. We reserve the right to refuse to process an order due to suspected fraud or unauthorised or illegal activity. If we suspect fraudulent, unauthorised or illegal activity, we may reject your order or we may contact you at the phone number or email address you provided to confirm your order. We also reserve the right to cancel any accounts or refuse to ship to certain addresses due to suspected fraud or unauthorised or illegal activity. We take these measures to protect our customers as well as ourselves from fraud or other unauthorised or illegal activity.

 

Section 4 – Sprout Market Membership

 

4.1 Our Service, Paid Membership, 30-day free trial

 

Sprout Market Pty Ltd provides a service offering you access to a selection of Products. Usage of the Site and App are provided to you free-of-charge. However, acquiring Products through the Site and App require payment before you can access them. In order for you to take advantage of the Service, you will be required to sign up for a Sprout Market Membership (“Subscription”) and open an account (“profile” and/or “member account”) in order to access the Products listed on our Site or App.

 

Information regarding the cost of the Membership can be found on our FAQs (the “Membership Fees”). All Membership Fees are paid in advance for the Membership term (the “Term”). Sprout Market may from time to time offer Membership Term in addition to one year terms.

 

The service that may be accessed after payment is currently referred to as the “Membership” or “Subscription”. The service that does not require payment is currently referred to as the “30-day free trial” or “free trial”. Please note the 30-day free trial only commences upon your first purchase. The Subscription and the free trial are only available to users who are resident in Australia.

 

 

4.2 Automatic Renewal and Cancellation Policy

 

AUTOMATIC RENEWAL FOR TRIAL PERIODS: Once your free trial ends, we (or our third party payment processer) will begin billing your designated payment method your Membership Fee (plus any applicable taxes and other charges) for as long as your Membership continues, unless you cancel your Membership prior to the end of your free trial.

 

CANCELLATION POLICY FOR TRIAL PERIOD: You may cancel your Membership at any time prior to the end of the free trial period by contacting us at support@sproutmarket.com.au. You need to specifically inform us when you wish to stop using the service. Upon cancellation, you will not be charged for any renewal periods and your Membership will not continue past the then current period. However, all Membership Fees paid prior to the termination of your Membership are non-refundable after the 30-day free trial has lapsed and you are solely responsible for any charges to your chosen payment method for the Membership prior to your cancellation.

 

Please note that you may not receive a notice from us that your free trial has ended or that the paid portion of your subscription has begun. We reserve the right to modify or terminate free trials at any time, without notice and in our sole discretion.

 

If you cancel your subscription to the Service or if your subscription to the Service is interrupted (e.g. change in payment details; expiration of payment details), but return to Sprout Market Pty Ltd to use the Service by purchasing Products, your card will automatically be charged the Membership Fee upon checkout. You will not see the charge in your check out cart.  

 

4.3 Codes and other Offers

 

If you have received a code or other offer provided by or on behalf of Sprout Market Pty Ltd for access to a subscription or discount, separate terms and conditions presented to you along with the code or offer may also apply to your access to the Service and you acknowledge and agree to comply with any such Terms and Conditions.

 

4.4 Orders

 

When placing an Order, you are required to follow the instructions on the Site or App on how to place and make any changes to your Order before you submit it. Once you have finished selecting the Product(s) that you wish to order, you will then be shown the price you must pay including (GST and any other charges). All charges are in Australian Dollars.

 

You are required to pay for the Order in full at the time of purchase through the designated payment method we provide on the Site and App. You must make sure that you are fully entitled to use the payment method and Account used for placing the Order. The payment method or Account must have sufficient funds to cover the purchase.

 

When you have placed an Order, you will receive a Confirmation Email from us. This email is intended to be an acknowledgement and does not constitute our acceptance of your Order. A legal agreement between us for the Purchase of Products does not form until you have received a Shipping Confirmation Email from us. Until then, we have not accepted the Order and are not obliged to supply the Product to you. We have the sole discretion to refuse to accept an Order from you for the following reasons, including but not limited to:

 

  • Stock unavailability;
  • We suspect that you might bulk purchase for resale

 

Until you receive the Shipping Confirmation Email from us, we reserve the right to refuse to process your Order and you have the right to cancel your Order. We will notify you if we are unable to fulfill your Order. If we have cancelled your Order before it has been accepted, we will promptly refund any payment already made by you.

 

4.5 Delivery

 

We endeavor to deliver your Order to you at the delivery address as requested by you within the time indicated by us at the time of your Order, but we cannot guarantee any firm delivery dates. All Products and boxes are checked for quality prior to delivery. While we endeavor to ensure that the Product and box is delivered to you in good condition, please note that they may be damaged during the delivery process and we cannot be held liable for this.

 

To the extent permitted by legislation, we will not be held liable for any losses, liabilities, costs, charges, expenses, damages arising out of late delivery. Please note that all risk in the Product shall pass to you upon delivery. In the event that delivery is delayed, risk is deemed to pass at the date when delivery would have occurred. Upon the time when risk passes to you, we shall not be held liable for loss or destruction of the Product.

 

4.6 Refunds

 

You must review your Order carefully before placing it. Once an Order is confirmed and the price paid, we are unable to provide a refund unless we cancel or are unable to fulfil your Order. In the event where a Product is sold out or otherwise unavailable, we will provide a full refund of the whole price paid for the Product. In the case where we are unable to fulfil part of your Order, we will provide you with a refund of the part of the Order, which is unfulfilled.

 

You acknowledge and accept that we are unable to provide refunds for any opened or used Products.

 

Section 5 – Future Changes

 

The Service that Sprout Market Pty Ltd provides is always evolving and the form and nature of the Service that Sprout Market Pty Ltd provides is subject to change from time to time without prior notice to you. The tools and features of this Service is for your general information and use only. Any new tools or features which are added to the current Service shall also be subject to the Terms. In addition, Sprout Market Pty Ltd may stop (permanently or temporarily) providing the Service (or any tools and features within the Service) to you or to users generally and may not be able to provide you with prior notice. We also reserve the right to create limits on use at our sole discretion at any time without prior notice to you.

You can review the most current version of the Terms at any time on this page. We reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to our Service. You are encouraged to review these Terms each time you use our Service. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.

 

Section 6 - Accuracy, Completeness, and Timeliness of Information

 

We are not responsible if information made available on this site is not accurate, complete or current. The material on this Site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information.

 

All descriptions, images, references, features, content, specifications, Products, and prices of Products and services described or depicted on the Site and the App are subject to change at any time without notice. Certain weights, measures, and other descriptions are approximate and are provided for convenience purposes only. The inclusion of any products or services on the Site and the App does not imply or warrant that these Products or Services will be available. It is your responsibility to ascertain and obey all applicable local, state, federal, and international laws (including minimum age requirements) in regard to the receipt, possession, use, and sale of any item purchased from this Site and the App.

 

This Site and the App may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our Site or the App. You agree that it is your responsibility to monitor changes to our Site and the App.

 

 Section 7 - Modifications to the Service and Prices

 

Every effort is made to ensure that our Service continues to run smoothly and to keep our Service operational. However, certain technical difficulties may arise or maintenance may occasionally, result in temporary interruptions to your use of the Service. To the extent permissible under applicable law, we take no responsibility for and will not be held liable for the Service being temporarily unavailable due to technical issues beyond our control.

 

We reserve the right to periodically and at any given time modify or discontinue the Service (or any part or content thereof) with or without notice for any interruption, modification or discontinuation of the Service or any tool or feature thereof. You hereby acknowledge, agree and accept that we have no obligation to maintain, support, upgrade or update the Service or to provide all or any specific Products through the Service. This section shall be enforced to the extent permissible by applicable law. We and/or the owners of any Products may, from time to time, remove any such products without notice to the extent permitted by applicable law.

 

Prices for Services and any Products made available through the Services are subject to change without notice. If we are going to change the Membership Fees, we will provide you with notice of such change in a commercially reasonable manner.

 

Sprout Market Pty Ltd reserves the right, with or without prior notice, to do any one or more of the following: (i) limit the available quantity of or discontinue any product or service; (ii) impose conditions on the honoring of any coupon, coupon code, promotional code, or other similar promotion; (iii) bar any user from making or completing any or all Transaction(s); and (iv) refuse to provide any user with any product or service.

 

Certain products or services may be available exclusively online through the Service. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.

 

Information about Products acquired through our Service is based upon material provided by third parties (including but not limited to merchants, suppliers and product manufacturers). Except to the extent required by legislation (including the Australian Consumer Law), we do not warrant that the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations or that any errors in the Service will be corrected.

 

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

 

Section 8 - Accuracy of Billing and Account Information

 

When you sign up for a Membership or purchase any product or service made available through the Site and the App (each such purchase, a "Transaction"), you agree to provide current, complete and accurate purchase and account information for all purchases made via our Service on our Site and App. You agree to promptly update your account and other information, including your email address and credit card account information, expiration dates and shipping address, so that we can complete your Transactions and contact you as needed.

 

You may only have one Membership account per household. We shall have the sole discretion to determine if you have created more than one Membership per household and if we determine that you have done so, we reserve the right to cancel your Membership and modify any orders that you have placed through the Services. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. If you have obtained multiple promotional discounts as a result of setting up multiple Membership accounts for a single household, we may charge you the difference for any Products purchased with a discount that was obtained in violation of these Terms or the stated terms of the promotion or discount.

 

In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

 

You represent and warrant that you have the legal right to use any credit card(s) or other payment method(s) utilised in connection with any Transaction. By submitting such information, you grant to Sprout Market Pty Ltd the right to provide such information to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any Transaction.

 

You agree that by placing an order on the Site or the App and agreeing to these Terms, you are entering into a binding contract with Sprout Market Pty Ltd and agree to pay all charges that may be incurred by you or on your behalf through the Site and the App, at the price(s) in effect when such charges are incurred including, without limitation, all shipping and handling charges. In addition, you remain responsible for any taxes that may be applicable to your Transactions.

 

Section 9 - Additional Terms and Conditions

 

You agree that additional terms and conditions may apply to specific products, orders or your use of certain portions of the Site or the App, including with respect to ordering, shipping and return policies, review guidelines, Returns Policy, and refer a friend programs (including the “Additional Terms”), which Additional Terms are made part of these Terms by reference. If there is a conflict between these Terms and the Additional Terms, the Additional Terms shall control.

 

Section 10 - Optional Tools

 

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

 

Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

 

We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms.

 

Section 11 - Third-Party Links

 

The Service may contain links or connections to third party websites, products, resources or services that are not owned or controlled by Sprout Market Pty Ltd. When you access third party websites or use third party services, resources or products, you accept that there are risks in doing so, and that Sprout Market Pty Ltd is not responsible for such risks. We encourage you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilise.

 

Sprout Market Pty Ltd has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Service. In addition, Sprout Market Pty Ltd will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Service, you release and hold us harmless from any and all liability arising from your use of any third party website or service.

 

Your interactions with organizations and/or individuals found on or through the Service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Sprout Market Pty Ltd shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

 

If there is a dispute between participants on this site, or between users and any third party, you agree that Sprout Market Pty Ltd is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Sprout Market Pty Ltd, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

 

Section 12 - User Comments, Feedback, and other Submissions

 

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials (exclusive of your personally identifiable information), whether online, by email, by postal mail, or otherwise (collectively, “Comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Comments that you forward to us. We are and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay compensation for any Comments; or (3) to respond to any Comments.

 

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

 

You agree that your Comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libellous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You are responsible for all Comments you contribute, in any manner, to the Service, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You are responsible for all your activity in connection with the Services.

 

You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any Comments you make and their accuracy. We take no responsibility and assume no liability for any Comments posted by you or any third-party.

 

Any feedback, comments, or suggestions you may provide regarding Sprout Market Pty Ltd or the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

 

Section 13 – Copyright, Trademarks & Intellectual Property Rights Infringement

 

This Service contains material which is owned by or licensed to us. This material includes, but is not limited to, the content, design, layout, appearance, look and graphics of the Service. Any reproduction of the Service’s material is prohibited other than in accordance with the copyright notice, which forms part of the Terms and Conditions. 

 

Unauthorised use of this website may be a criminal offence and or give rise to a claim for damages.

 

Sprout Market Pty Ltd respects the intellectual property rights of others and expects users of the Service to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us.

 

In accordance with the Australian Copyright Act 1968 as amended, we’ve adopted the policy below toward copyright infringement. We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders.

 

13.1 Procedure for Reporting Copyright Infringements.

 

If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to the Sprout Market Pty Ltd’s Designated Agent to Receive Notification of Claimed Infringement (our “Designated Agent,” whose contact details are listed below):

 

  • A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
  • Identification of works or materials being infringed;
  • Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Sprout Market is capable of finding and verifying its existence;
  • Contact information about the notifier including address, telephone number and, if available, email address;
  • A statement that the notifier has a good faith belief that the material identified in (1)(c) is not authorized by the copyright owner, its agent, or the law; and
  • A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

 

Once Proper Bona Fide Infringement Notification is Received by the Designated Agent. Upon receipt of a proper notice of copyright infringement, we reserve the right to:

  • remove or disable access to the infringing material;
  • notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and
  • terminate such content provider's access to the Services if he or she is a repeat offender.

 

13.2 Procedure to Supply a Counter-Notice to the Designated Agent.

 

If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or, pursuant to the law, the content provider may send us a counter-notice containing the following information to the Designated Agent:

 

  • A physical or electronic signature of the content provider;
  • Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
  • A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
  • Content provider's name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located, or, if the content provider's address is located outside the Australia, for any judicial district in which Sprout Market is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

 

If a counter-notice is received by the Designated Agent, Sprout Market Pty Ltd may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that Sprout Market Pty Ltd may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Sprout Market Pty Ltd's discretion.

Please contact Sprout Market Pty Ltd's Designated Agent at the following address:

 

Sprout Market Pty Ltd

320 Sussex Street

NSW 2000

 

 

13.3 Trademarks

 

“Sprout Market,” the Sprout Market logo and any other Sprout Market Product or service names, logos or slogans that may appear on the Sites or Products are trademarks of Sprout Market and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilising “Sprout Market” or any other name, trademark or Product or service name of Sprout Market without our prior written permission. In addition, the look and feel of the Sites and Products, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Sprout Market Pty Ltd and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, Product names and company names or logos mentioned on the Sites or Products are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any Products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Sprout Market Pty Ltd.

 

Section 14 – Privacy and Use of Personal Information

 

Any information that you provide to Sprout Market Pty Ltd is subject to our Privacy Policy, which governs our use and collection of your information.

 

The About Child Family Committee Australia requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at support@sproutmarket.com.au.

 

You acknowledge that through your use of the Service you agree to the collection and use (as set forth in the Privacy Policy) of this information for processing and use by Sprout Market Pty Ltd. As part of providing you with the Service, we may need to provide you with certain communications, including service announcements and administrative messages. These communications are considered part of the Service and your member account, which you may not be able to opt-out from receiving.

 

This website uses cookies to monitor your browsing preferences. Should you allow cookies to be used, the following personal data may be stored by us for use by third parties: name, address, date of birth.

 

Section 15 – Errors, Inaccuracies, and Omissions

 

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

 

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

 

 

 

 

Section 16 – Sprout Market Samples

 

Sprout Market Pty Ltd may offer, or partner with third parties to offer product samples or discounts via the Service (“Samples”). To be eligible for a Sample, you may be required to sign up for a Membership and/or provide Sprout Market Pty Ltd with certain personal information. You may not attempt to secure more than one of any given Sample and only one Sample shall be provided per household; as determined by Sprout Market in its sole discretion. We reserve the right to suspend, terminate, or modify your Membership if you attempt to obtain Samples in violation of these Terms. From time to time the offer of Samples may be tied to a Free Trial Period. For terms and conditions of Free Trial Periods, please refer to Section 4 for more information regarding Free Trials.

 

Section 17 – Disclaimer – No Professional Advice

 

Any information provided by us regarding the products or otherwise (e.g. product descriptions, promotional videos, blog posts, or instructions) is for informational purposes only. You should not take any action based upon any information contained on the Site or the App. Use of the Site or the App is not meant to serve as a substitute for professional advice. You should read and strictly follow all product labels, packaging inserts and instructions and all manufacturer directions and warnings and seek independent professional advice when appropriate.

 

Section 18 – Taxes

 

Your total price will include the price of the product plus any applicable sales tax; such state and local sales tax is based on the shipping address and the sales tax rate in effect at the time you purchase the product. We will charge tax only in states where the goods sold over the Internet are taxable.

 

Section 19 – Prohibited Uses

 

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet; or (l) in a manner inconsistent with, or in violation of, these Terms. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

 

 

Section 20 – Disclaimer of Warranties; Limitation of Liability

 

Sprout Market attempts to display information on this site and in connection with the Services as accurately as possible. However, Sprout Market does guarantee not to make any representations or warranties concerning any content contained in or accessed on the Site and the App or through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from Sprout Market or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product).

 

THE PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ANY WARRANTIES THAT ARISE FROM TRADE USAGE OR CUSTOM OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

 

EXCEPT IN CASES OF WILLFUL MISCONDUCT AND RECKLESS CONDUCT ON THE PART OF SPROUT MARKET PTY LTD, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL SPROUT MARKET PTY LTD BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES OR PRODUCTS, OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM SPROUT MARKET, OR FROM EVENTS BEYOND THE SPROUT MARKET’S REASONABLE CONTROL, SUCH AS SITE INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS OR OMISSIONS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO SPROUT MARKET PTY LTD’S RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED) OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF SPROUT MARKET PTY LTD ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES OR PRODUCTS EXCEED THE AMOUNT PAID FOR SUCH PRODUCTS OR EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO SPROUT MARKET PTY LTD IN CONNECTION WITH THE SERVICES IN THE PRECEDING TWELVE (12) MONTH PERIOD. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE EVENT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING SHALL CONSTITUTE THRIVE MARKEY’S SOLE LIABILITY AND OBLIGATION, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY.

 

THE LIMITATIONS SET FORTH IN THIS SECTION 21 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE DIRECTLY AND PROXIMATELY CAUSED BY PRODUCTS YOU PURCHASE FROM US, OR FOR OUR FRAUD, GROSS NEGLIGENCE, OR INTENTIONAL, WILLFUL, MALICIOUS OR RECKLESS MISCONDUCT.

 

Section 21 – Indemnification

 

You agree to indemnify and hold Sprout Market Pty Ltd, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, suits, demands, actions, liabilities, damages (actual and consequential), losses and expenses (including legal costs and expenses on a full indemnity basis) arising from your use of the Service or in any way related to any third party claims relating to (a) your illegal use of the Service (including any actions taken by a third party using your account), (b) your violation of these Terms of Service, (c) your posting of any defamatory or infringing content on the Site or App, and (d) your violation of any third party rights in connection with your use of the Service, the Site and the App. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

 

In no event, will we be held liable for any loss, damage, cost or expense including legal costs and expenses (whether direct or indirect) incurred by you in connection with the use of our Service.

 

Section 22 – Assignment

 

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Service account, in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign, or delegate these Terms and our Privacy Policy, along with our rights and obligations herein, and thereto without consent.

 

Section 23 – Termination

 

The Terms will continue to apply until terminated by either you or Sprout Market Pty Ltd as follows:

 

You may end your legal agreement with Sprout Market Pty Ltd at any time for any reason by sending an email to support@sproutmarket.com.au with the header deactivate account and discontinuing your use of the Service. YOU NEED TO SPECIFICALLY INFORM Sprout Market Pty Ltd WHEN YOU STOP USING THE SERVICE.

 

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

 

Account termination may result in destruction of any content associated with your account, so keep that in mind before you decide to terminate your use of the Services.

 

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

 

We may suspend or terminate your account or cease providing you with all or part of the Service at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; (iii) our provision of the Service to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account. In all such cases, the Terms shall terminate, including, without limitation, your license to use the Service.

 

Nothing in this section shall affect Sprout Market Pty Ltd’s rights to change, limit or stop the provision of the Services without prior notice, as provided above in the sections above.  

 

Section 24 – Dispute resolution and Arbitration

 

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH SPROUT MARKET PTY LTD AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

 

BINDING ARBITRATION:

 

Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) arising out of or related to a violation of Section 1 or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Sprout Market Pty Ltd agree (a) to waive your and Sprout Market Pty Ltd’s respective rights to have any and all Disputes arising from or related to these Terms, or the Site, and the Apps, Content or Products, resolved in a court, and (b) to waive your and Sprout Market Pty Ltd’s respective rights to a jury trial. Instead, you and Sprout Market Pty Ltd agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

 

No Class Arbitrations, Class Actions or Representative Actions: You and Sprout Market Pty Ltd agree that any Dispute arising out of or related to these Terms, the Sites, the App, Content, the Service or products sold on the Site is personal to you and Sprout Market Pty Ltd and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Sprout Market Pty Ltd agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Sprout Market Pty Ltd agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

 

Notice; Informal Dispute Resolution

 

You and Sprout Market Pty Ltd agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Sprout Market Pty Ltd shall be sent by certified mail or courier to Sprout Market Pty Ltd. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Sprout Market Pty Ltd Account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Sprout Market Pty Ltd cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Sprout Market Pty Ltd may, as appropriate and in accordance with this Section 24, commence an arbitration proceeding or, to the extent specifically provided for above, file a claim in court.

 

EXCEPT FOR DISPUTES ARISING OUT OF OR RELATED TO A VIOLATION OF SECTION 1 OR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND SPROUT MARKET AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR SPROUT MARKET WITHIN ONE (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND SPROUT MARKET WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE).

 

If any term, clause or provision of this Section 24 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 24 will remain valid and enforceable. Further, the waivers set forth in Section 24 are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.

 

You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 24 by writing to: Sprout Market Pty Ltd, 320 Sussex Street, NSW 2000. In order to be effective, the opt out notice must include your full name and email address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 24.

 

Section 25 – Choice of Law and Venue

 

These Terms of Service and your relationship with Sprout Market Pty Ltd are governed by and will be construed under the laws of Australia, without regard to the conflicts of laws provisions thereof. Your use of this Service and any dispute arising out of it is subject to the laws of New South Wales. Any dispute arising from or relating to the subject matter of these Terms or to your relationship with Sprout Market Pty Ltd shall be finally settled in Sydney, Australia in English.

 

Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of Sydney, Australia. You and Sprout Market Pty Ltd agree that these Terms affect interstate commerce and that the enforceability of this Section 25 shall be both substantively and procedurally governed by and construed and enforced in accordance with the International Arbitration Act 1974, to the maximum extent permitted by applicable law.

 

Section 26 –  Miscellaneous

 

The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms of Service shall otherwise remain in full force and effect and enforceable. You and Sprout Market Pty Ltd agree that these Terms of Service are the complete and exclusive statement of the mutual understanding between you and us, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms of Service, and that all modifications to these Terms of Service must be in a writing signed by both parties (except as otherwise provided herein). No agency, partnership, joint venture, or employment is created as a result of these Terms of Service and you do not have any authority of any kind to bind Sprout Market Pty Ltd in any respect whatsoever. You and Sprout Market Pty Ltd agree there are no third party beneficiaries intended under these Terms.

 

You are permitted only to use the Service for lawful purposes and in a manner consistent with the nature and purpose of the Service.

 

These Terms do not relate to your use of any Product described on our Service unless otherwise agreed. You must refer to the individual warranty relevant to any particular product.

 

These Terms may be amended from time to time. Your continued use of our Service following such amendments will be deemed to be confirmation that you accept those amendments.

 

Section 27 –  Contact Information

 

Questions about the Terms of Service should be sent to us at:

 

Sprout Market Pty Ltd

320 Sussex Street

NSW – 2000

support@sproutmarket.com.au

 
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