Terms And Conditions

PLEASE READ THESE TERMS AND CONDITIONS FOR PONDERBANK IDEA SELLERS, IDEA BUYERS AND ALL USERS TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SITE AND SERVICES.

PONDERBANK USER TERMS AND CONDITIONS

1. GENERAL

  • 1.1 These Terms and Conditions (the Terms) govern your use of our website located in www.ponderbank.com (the Site) and form a binding contractual agreement between you, the user of the Site and us, PonderBank. For that reason, these Terms are important, and you should ensure that you read them carefully and contact us with any questions before you use the Site.
  • 1.2 By viewing or browsing the Site, you acknowledge that you have had sufficient chance to read and understand these Terms and that you agree to be bound by them.
  • 1.3 If you do not agree to these Terms, you may not access or otherwise use or access the Site. .

2. DEFINITIONS AND INTERPRETATION

DEFINITIONS

In these Terms, the following words shall have the following meanings unless the context otherwise requires: Intellectual Property means all intellectual property rights, including all copyrights, patents, trademarks, design rights, trade secrets, domain names, know-how and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application;

Ideas Means:

• The initial information or any other User Generated Information posted on the Site using the Services by an User; or

• Any subsequent information, opinion, feedback or any other User Generated Information provided by an Idea Seller to an Idea

Survey Means:

• The initial information or any other User Generated Information posted on the Site using the Services by an User; or

• Any subsequent information, opinion, feedback or any other User Generated Information provided by an Idea Seller to an Idea

Buyer in relation to an Idea or Survey Listing posted in the Idea or Survey Register on the Site using the Services in consideration of the Purchase Price; Idea Buyer means a person who gains access to the Site and Services, as a registered User, in order to Buy Ideas or Survey Listings and to purchase Ideas or Surveys from Sellers;

Idea Listing means the post relating to the particular initial Idea published or uploaded on the Site. Survey Listing means the post relating to the particular initial Survey published or uploaded on the Site.

Seller means the person who agrees to sell Ideas or Surveys to Idea or Survey Buyers in accordance with the requirements under the Idea or Survey Listings subject to the terms of these Terms in consideration of the Purchase Price;

Purchase Price means the amount payable by the Idea or Survey Buyer to Idea or Survey seller.

Free Idea means an Idea a User has listed for free to share public.

Free Survey means a Survey a User has listed for free to share to public.

Services means the online e-commerce platform that allows users to post Idea Listings and purchase Ideas, provides Idea Sellers the ability to sell Ideas and provides the ability for Idea buyers to buy Ideas, For Users to list free Ideas, Users to see free Ideas and other services described in the Services description set out below;

Services means the online e-commerce platform that allows users to post surveys and purchase surveys, provides Survey Sellers the ability to sell Surveys and provides the ability for Survey buyers to buy surveys, For Users to answer surveys, for user to collect points for answering surveys ,Users to see free surveys and other services described in the Services description set out below;

Site means https://ponderbank.com, and various other websites under the control of the company that redirect to the main Site;

and

Terms means the Seller, Buyer and User Terms and Conditions and the documents referred to in it;

User means any individual or company representative who is representing the Users' entity and its affiliates who gains access to the Site and Services, whether in the capacity of an Idea Seller or an Idea Buyer or a Survey Seller or a Survey Buyer or a Survey participant.

User Generated Content means any and all data, text, software, images, audio or video material posted by Users, whether in the capacity of Idea Buyers or Idea Sellers ,Survey Seller or Survey Buyer in any medium produced and provided to the Site and Services by a User, including any content incorporated into any Ideas and Idea Listings; and

We, us, our, PonderBank means PonderBank ABN 14604105491.

3. ACCEPTANCE

By completing the registration process, or by viewing or browsing the Site and Services, you are deemed to have executed these Terms electronically, effective on the date you first registered your User account or upon accessing the Site and Services. Doing so constitutes an acknowledgement and acceptance that you are able to electronically receive, download and print these Terms.

4. ACCESSING THE SITE AND SERVICES

4.1 You acknowledge and agree that although we will use all reasonable efforts to ensure that the Site and Services are available, temporary interruptions of the Site and Services available through the Site may occur. We shall not be liable to any person or entity for loss or damage incurred by such downtimes.

4.2 The User acknowledges that the transmission of information via the internet is not completely secure, there is always a risk that communications by electronic means may not reach their intended destination or may do so much later than intended for reasons outside our control, and that it is technically impossible to provide the Services entirely free of fault at all times.

4.3 All content and services provided on or through this site are provided "as is" and "as available" for your use. The content is provided without warranties or conditions of any kind either express or implied, including but not limited to implied warranties and conditions of merchantability, fitness for a particular purpose or non-infringement. Your use of this site is solely at your risk.

We reserve the right to withdraw or amend the Site and Services and Content we provide on the Site without notice. We may restrict access to some parts of or the entire Site, from time to time.

5. DISCLAIMER

5.1 This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft, or destruction or unauthorized access or, alteration of or use of record in connection with the use or operation of the Service, whether for breach of contract, tortious behaviour, negligence or any other cause of action.

5.2 We make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, rating, comments or availability with respect to the Site or the Content contained on the Site for any purpose. Any reliance you place on such information is therefore strictly at your own risk. We disclaim any express or implied warranty representation or guarantee as to the effectiveness or profitability of the Services or that the operation of our Site will be uninterrupted or error-free. We are not liable for the consequences of any interruptions or error in the Site.

5.3 The Site may link to other websites, services or resources on the Internet, such as Twitter and Facebook, and other websites, services or resources may contain links to the Site. These websites are not under our control and are not maintained by PonderBank. We are not responsible for the content of those websites. We only provide links to external websites as a convenience, and the inclusion of such a link to external websites do not imply our endorsement of those sites. You acknowledge and agree that when you access other websites on the Internet, you do so at your own risk.

5.4 We make no representation about any other website you access through this one. Please understand other websites are independent from our sites so we do not accept responsibility for such websites.

6. SCOPE OF SERVICES

6.1 You acknowledge and agree that PonderBank only provides the online platform that allows Users to list Ideas and provides the functionality to allow Users to sell further Ideas to Users and allows Users to List Surveys and participate in Surveys.

6.2 Users acknowledge and agree that PonderBank does not and cannot guarantee a specific type of outcome or level or success in the usage of the Site and Services. Users further agree that any information provided through the Services is not professional advice and Users agree to obtain formal advice from qualified professionals and undertaking their own due diligence prior to relying on any information provided through the Services.

6.3 Users agree that PonderBank does not become a party to any contracts or transactions entered into by Users, or performance under such resulting contracts or transactions. You acknowledge and agree that PonderBank has no control over the quality, safety, morality or legality of any aspect of the Ideas listed, the truth or accuracy of any Idea Listings, the ability of Idea Buyers to provide any funds or the ability of Idea Sellers to provide any Ideas. PonderBank cannot ensure that an Idea Seller or Idea Buyer will actually complete a contract or transaction.

6.4 Users agree that PonderBank does not become a party to any contracts or transactions entered into by Users, or performance under such resulting contracts or transactions. You acknowledge and agree that PonderBank has no control over the quality, safety, morality or legality of any aspect of the Survey listed, the truth or accuracy of any Survey Listings, the ability of Survey Buyers to provide any funds or the ability of Survey Sellers to provide any Surveys. PonderBank cannot ensure that a Survey Seller or Survey Buyer will actually complete a contract or transaction.

6.5 You have sole control and risk over the quality, safety or legality of the User Generated Content posted by Users on the Site using the Site and Services, the truth or accuracy of any of the User Generated Content, the ability of the Users to perform any of the Site and Services described in the User Generated Content or the ability of Users to make payments under any agreements.

6.6 PonderBank is not required to and may not verify any User Generated Content, nor does PonderBank perform any background checks on Users.

6.7 PonderBank is not required to and may not verify any Content sourced from third party websites, nor does PonderBank perform any background checks on such third party websites.

6.8 PonderBank is not required to and may not verify any Content such as Trademarks, Copyright.

7. IDEA and SURVEY SELLER'S OBLIGATIONS

Performance of our obligations towards an Idea Seller is conditional upon due performance of and/or compliance with the following obligations and restrictions by the Idea Seller.

7.1 The Idea and Survey Seller hereby undertakes to:

  • establish and maintain access to the Internet at their own cost, including a computer and modem or other access device;
  • ensure that at all times all computer hardware and software it uses to access and to operate the Services is equipped and functions with up-to-date software, up-to-date internet browser software and up-to-date security protection;
  • ensure that all communications with us are submitted through the Services and to ensure that information supplied electronically to us and to the Site is submitted free from malicious software;
  • ensure that all the Ideas and Surveys it wishes to sell are true, accurate, current and complete and to update the information contained within the Services promptly with any changes to such information;
  • comply at all times with our current policies and all applicable laws, regulations (including Item safety and Item marking laws and regulations) and trading standards requirements;
  • does not use the Site and Services beyond the scope of use set out in these Terms;
  • fully acknowledge the Intellectual Property in the Services are vested exclusively in PonderBank, and nothing in these Terms shall be deemed to vest any rights in the Services in the Idea Seller;
  • does not access the Services unlawfully, modify or make derivative works based on the Services nor attempt to reverse engineer or access the Services with the intention of creating a competitive Item or service nor to copy or build any concepts, features, functions or graphics based on the Services. The Seller acknowledges that damages may not provide an adequate remedy for breach of this clause and that we shall be entitled to seek injunctive relief to prevent the occurrence or continuance of any alleged breach of this clause;
  • ensure that any and all  Seller technical and administration systems relating to us, including the dispatch of Ideas and the response to all  Buyer enquiries regarding Ideas or Surveys sold, be maintained effectively for these Terms in accordance with, but not limited to, the Services standards;
  • accurately provide and frequently check such details of their PayPal or bank account as are required or requested by us in order that payment may be processed to the  Seller in respect of any Ideas or Surveys sold through the Services;
  • recognise that the Intellectual Property in the PonderBank name, logo or branding are owned entirely by us and the Idea Seller may only use the PonderBank name, logo or branding on any promotional material, packaging or elsewhere, whether in hard or electronic format, in accordance with the express prior written consent of PonderBank;
  • ensure that all Intellectual Property in the data, photographs and/or other materials are owned by the Seller and or the Seller has obtained the relevant transferable licenses to use the same to enable us to use these on the Services and as otherwise agreed in these Terms;
  • and conduct itself at all times in its relations with us and  Buyers strictly in accordance with a guiding principle of respect and mutual cooperation. In no circumstances will any impolite or abusive communications be tolerated and we reserve the right to immediately terminate these Terms in the event of any breach by the Seller of this clause.
  • PonderBank full control and possession of the idea(s) or Survey(s) to sell on sellers behalf for consideration for the seller for the full list price.Gives PonderBank complete control to list Ideas and surveys that the User has supplied for free to share public on the service.

7.2 The Idea or Survey Seller warrants that:

  • it offers to sell the Ideas or Surveys  to an Idea or Survey Buyer in accordance with the terms and conditions outlined in the Idea Listing,
  • including but not exclusive to the Purchase Price;
  • the Idea or Survey it offers to sell complies with the description outlined in the Idea or Survey Listing;
  • all Ideas or Surveys offered for sale by the Idea or Survey Seller do not infringe any third party's Intellectual Property, Copyright or Trademarks;
  • the Ideas or Surveys are available for purchase;
  • and Without prejudice to the Seller's obligation to comply with any policies, the Seller agrees and undertakes with us that none of its registration information nor any of the Seller's activities or use of the Site and Services, will: be false, inaccurate or misleading; be offensive, indecent, obscene, pornographic, menacing, abusive, defamatory or in poor taste; be in breach of copyright, confidence, privacy or any other rights and will not infringe any third party's Intellectual Property, or other proprietary rights or rights of publicity or privacy;
  • be fraudulent or involve the sale of counterfeit or stolen items;
  • be in breach of any applicable laws or regulations (including, but not limited to, laws or regulations governing e-commerce, distance selling, data protection, export control, consumer protection, advertising and requirements of trading standards);
  • adversely affect the reputation of PonderBank or the PonderBank brand;create, or be likely to create, liability for us or cause us to lose (in whole or in part) the services of its internet service or other suppliers; contain any virus; and cause the Site or the Services or their functionality to be interrupted, damaged or impaired in any way.

7.3 The Idea or Survey Seller hereby acknowledges that we:

  • have entire discretion whether to invite or select prospective Idea or Survey  Sellers to subscribe to use of the Services and whether to conclude an Agreement with a prospective Idea or Survey Seller;
  • may terminate an Agreement with an Seller should, in our sole discretion, that Idea or Survey Seller's eligibility to receive access to the Services change;
  • may immediately suspend or terminate the Seller's use of the Services in the event we reasonably believe or suspect that any Seller Information is in breach of these Terms;
  • have no responsibility for the formation and performance of any contract entered into between a seller and a buyer and has no responsibility for the provision, support and maintenance of any of the Seller's hardware or software used to provide the Seller with access to the internet or the Site or any related hardware or software (including any IP router, proxy server, firewall or anti-virus software), the responsibility for which shall remain exclusively with the Seller. The Seller acknowledges and agrees that the terms and conditions relating to any such contract shall comprise of clear terms of sale and the Seller agrees to be bound by all such provisions.
  • The Idea or Survey Seller acknowledges and agrees that a rating or comments supplied by PonderBank is only a guide and does not guarantee a particular outcome.
  • The Seller shall comply with all applicable standards, regulations and other legal requirements concerning the delivery of the Ideas or Surveys it sells.
  • If any claim is made against us arising out of or in connection with any defect in the Ideas or Surveys or any failure by the Seller to ensure that the Ideas or Surveys are appropriate for the Item Listing, the Seller shall indemnify PonderBank and hold harmless PonderBank against and any and all liabilities, costs, expenses, fines damages and losses (including any direct, indirect or consequential losses) it incurs in connection with the claim or paid or agreed to be paid by us in settlement of the claim and all legal or other expenses incurred by us in or about the defence or settlement of the claim. We shall notify the Idea or Survey Seller in writing as soon as practicable after becoming aware of the claim.
  • The Seller shall maintain appropriate, up to date and accurate records to enable the immediate recall of any of the Ideas.

8. IDEA or SURVEY BUYER'S OBLIGATIONS

8.1 Performance of our obligations towards an Idea or Survey Buyer is conditional upon due performance of and/or compliance with the following obligations and restrictions by the Idea or Survey Buyer.

8.2 Buyers agree to provide all the information and materials as may reasonably be required by the Site in relation to transactions conducted on, or through, or as a result of the use of the Site. The Site has the right to suspend or terminate any Buyer account if the Buyer fails to provide the information and materials as required by the Site.

8.3 The Idea or Survey Buyer hereby undertakes to:

  • establish and maintain access to the Internet at their own cost, including a computer and modem or other access device;
  • ensure that at all times all computer hardware and software it uses to access and to operate the Services is equipped and functions with up-to-date software, up-to-date internet browser software and up-to-date security protection;
  • ensure that all communications with us are submitted through the Services and to ensure that information supplied electronically to us and to the Site is submitted free from malicious software;
  • comply at all times with our current policies and all applicable laws, regulations (including Item safety and Item marking laws and regulations) and trading standards requirements;
  • not use the Site and Services beyond the scope of use set out in these Terms;
  • not access the Services unlawfully, modify or make derivative works based on the Services nor attempt to reverse engineer or access the Services with the intention of creating a competitive Item or service nor to copy or build any concepts, features, functions or graphics based on the Services.
  • The Idea Buyer acknowledges that damages may not provide an adequate remedy for breach of this clause and that we shall be entitled to seek injunctive relief to prevent the occurrence or continuance of any alleged breach of this clause;
  • accurately provide and frequently check such details of their PayPal account as are required or requested by us in order that payment may be processed to the Seller in respect of any Ideas or Surveys sold through the Services;
  • recognise that the Intellectual Property in the PonderBank name, logo or branding are owned entirely by us and the Idea Buyer may only use the PonderBank name, logo or branding on any promotional material, packaging or elsewhere, whether in hard or electronic format, in accordance with the express prior written consent of PonderBank;
  • ensure that all Intellectual Property in the data, photographs and/or other materials are owned by the Seller and or the Buyer has obtained the relevant transferable licenses to use the same to enable us to use these on the Services and as otherwise agreed in these Terms;
  • and conduct itself at all times in its relations with us and Sellers strictly in accordance with a guiding principle of respect and mutual cooperation. In no circumstances will any impolite or abusive communications be tolerated and we reserve the right to immediately terminate these Terms in the event of any breach by the Buyer of this clause.

8.4 The Idea or Survey Buyer warrants that: 

  • it offers to purchase the Ideas or Surveys from Idea or Survey Seller in accordance with the terms and conditions outlined in the Idea or Survey Listing, including but not exclusive to the Purchase Price and GST;
  • it has sufficient funds to pay the Purchase Price; and
  • it will liaise with PonderBank directly regarding the purchase of any Ideas through the Site and Services. Without prejudice to the Buyer's obligation to comply with any policies, the Buyer agrees and undertakes with us that none of its registration information nor any of the Buyer's activities or use of the Site and Services, will: be false, inaccurate or misleading; be offensive, indecent, obscene, pornographic, menacing, abusive, defamatory or in poor taste;
  • be in breach of copyright, confidence, privacy or any other rights and will not infringe any third party's Intellectual Property, or other proprietary rights or rights of publicity or privacy;
  • be fraudulent or involve the sale of counterfeit or stolen items; be in breach of any applicable laws or regulations (including, but not limited to, laws or regulations governing e-commerce, distance selling, data protection, export control, consumer protection, advertising and requirements of trading standards); adversely affect the reputation of PonderBank or the PonderBank brand; create, or be likely to create, liability for us or cause us to lose (in whole or in part) the services of its internet service or other suppliers; contain any virus; and cause the Site or the Services or their functionality to be interrupted, damaged or impaired in any way.

8.5 The Idea or Survey Buyer hereby acknowledges that we:

  • have entire discretion whether to invite or select prospective Idea or Survey Buyers to subscribe to use of the Services and whether to conclude an Agreement with a prospective Idea or Survey  Buyer;
  • may terminate an Agreement with an Seller should, in our sole discretion, that Buyer's eligibility to receive access to the Services change;
  • may immediately suspend or terminate the Buyer's use of the Services in the event we reasonably believe or suspect that any Buyer Information is in breach of these Terms;
  • have no responsibility for the formation and performance of any contract entered into between the Buyer and any Seller from it;
  • and has no responsibility for the provision, support and maintenance of any of the Buyer's hardware or software used to provide the Buyer with access to the internet or the Site or any related hardware or software (including any IP router, proxy server, firewall or anti-virus software), the responsibility for which shall remain exclusively with the Idea Buyer.
  • The Buyer acknowledges and agrees that the terms and conditions relating to any such contract shall comprise of clear terms of sale and the Buyer agrees to be bound by all such provisions.
  • The Buyer shall comply with all applicable standards, regulations and other legal requirements concerning the Idea Listings.
  • If any claim is made against PonderBank arising out of or in connection with any defect in the Ideas or Surveys or any failure by the Buyer to pay the Purchase Price, the Buyer shall indemnify PonderBank and hold harmless PonderBank against and any and all liabilities, costs, expenses, fines, damages and losses (including any direct, indirect or consequential losses) it incurs in connection with the claim or paid or agreed to be paid by us in settlement of the claim and all legal or other expenses incurred by us in or about the defence or settlement of the claim.
  • We shall notify the Buyer in writing as soon as practicable after becoming aware of the claim. The Buyer shall maintain appropriate, up to date and accurate records to enable the immediate recall of any of the Ideas or Surveys.
  • The Buyer acknowledges they are aware that ratings and comments by PonderBank of Ideas or Surveys listed are only guides that the Idea may have value and PonderBank is not guaranteeing a certain outcome.

9. SALE PROCEDURE

9.1 When Ideas Seller list an Idea on the service, the Seller has a choice to list and share the Idea for free and make public or Request PonderBank in consideration of a fee to Rate and or Comment on the Idea to be listed to establish it may have value.

9.2 Once an Idea Seller posts an Idea Listing on the Site through the Services the Idea Listing becomes available to PonderBank to sell to an Idea Buyers. The Idea Seller can post an Idea on the Site through the Services and tag them with a specific industry or brand.

9.3 If a user wishes to purchase an Idea, the Idea Buyer must transfer the Purchase Price for an Idea to Idea Seller account that has been supplied by the PonderBank.

9.4 When Survey Seller list an Survey on the service, the Seller has a choice to list and share the Survey for free and make public with its answers or list the Survey (Paid) for sale and only a Buyer can see the answers.

9.5 A PonderBank User can answers Surveys created on the site and when the current amount of points are reached of sold surveys the User has answered the User can redeem these points for money at the current rate displayed in FAQ's.

10. PAYMENT DETAILS

10.1 The Idea or Survey Seller or Buyer shall provide PayPal details as required by entering them into the correct area of the Services and provide any other information as may be required by PonderBank in order to make or receive payments.

10.2 The User shall ensure that PayPal details are kept up to date and shall immediately notify us of any changes.

10.3 The User shall be responsible for paying any PayPal, credit card or other administrative expenses incurred by us as a result of any inaccuracies in the PayPal account details notified to us.

11. ADDITIONAL SERVICES

The Idea Seller may request PonderBank to assess and rate an Idea in consideration of the payment of the Administrative Fee.

12. CONFIDENTIALITY

12.1 Both parties will keep in confidence any information (whether written or oral) of a confidential nature obtained under these Terms or in relation to the Services and except in accordance with these Terms will not disclose that information to any person (other than their employees or professional advisers or their suppliers who need to know the information) without the written consent of the other party. For the avoidance of doubt, the Idea Seller authorises PonderBank (including its employees, agents, and contractors) to hold and process Idea Seller Information.

12.2 The obligations of confidentiality under these Terms shall not extend to any matter which either party can show:

12.3 Is in, or has become part of, the public domain other than through a breach of these Terms or other confidentiality obligations;

12.4 Was lawfully in the possession of the recipient before the disclosure under these Terms took place;

12.5 was independently disclosed to it by a third party entitled to disclose the same; and

12.6 is required to be disclosed under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction.

12.7 The obligations of confidentiality under these Terms shall remain in effect for two (2) years after the termination or expiry of these Terms.

12.8 Any person data disclosed by the Idea Seller to us pursuant to these Terms will be subject to the [PRIVACY POLICY].

13. DISCLAIMER

13.1 This disclaimer of liability applies to any damages, injury or death caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft, or destruction or unauthorized access or, alteration of or use of record in connection with the use or operation of the Site and Services, whether for breach of contract, tortious behaviour, negligence or any other cause of action.

13.2 We make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Site and Services or the Content, including User Generated Content, contained on the Site for any purpose. Any reliance you place on such information is therefore strictly at your own risk. We disclaim any express or implied warranty representation or guarantee as to the effectiveness or profitability of the Site and Services or that the operation of our Site will be uninterrupted or error-free. We are not liable for the consequences of any interruptions or error in the Site or the Services.

13.3 User Generated Content produced and provided on the Site and Services by Users have not been individually authenticated and endorsed in whole or in part by PonderBank. We are committed to respecting others' Intellectual Property Rights, and we ask Users to do the same. We may, in our sole discretion, remove User Generated Content that may infringe or otherwise violate others' Intellectual Property Rights.

14. THIRD PARTY SITES

14.1 The Site and Services may link to other Sites, services or resources on the Internet, such as Twitter and Facebook, and other Sites, services or resources may contain links to the Site and Services. These Sites are not under our control and are not maintained by PonderBank. We are not responsible for the content of those sites. We only provide links to external Sites as a convenience, and the inclusion of such a link to external Sites do not imply our endorsement of those sites. You acknowledge and agree that when you access other Sites on the Internet, you do so at your own risk.

14.2 We make no representation about any other Site you access through this one. Please understand other Sites are independent from our sites so we do not accept responsibility for such Sites.

15. APPROPRIATE USAGE AND RESPONSIBILITIES

15.1 Users' agree to be compliant when using PonderBank Site policies, including these Terms with regard to all local, state, national, and international laws, rules and regulations, as well as any laws regarding the transmission of technical data exported from the Users' country of residence.

15.2 All Users' are responsible for supplying us with accurate data at all times and modifying any User information immediately when changes occur, the quality of data entered by the User, and validity of data entered by the User, including the source of the data.

15.3 No User shall use the Site and Services for any fraudulent or inappropriate purposes and agree not to promote the unauthorized use of a third party or to encourage the unauthorized use of a third party to use any portion of the Site and Services to transmit or upload any content that is against the law, abusive, unauthorized, harassing, obscene, slanderous, virus containing, or is otherwise distasteful as reasonably determined by PonderBank. Users agree not to resell, reproduce or take advantage of any part of our Site by robot, spider, other automated device, or manually to monitor or duplicate any content without our expressed written permission. PonderBank reserves the right to seek all remedies available by law and in equity for violation of these Terms. We reserve the right to investigate complaints or reported violations of these Terms and to take any action deemed necessary, appropriate, and lawful; including, but not limited to information relating to e-mail addresses, usage history, posted materials, IP addresses and traffic information.

15.4 All Users' agree not to conduct the following:

  • sell, resell, rent or lease any content, marks, or services within the Site and Services;
  • store, transmit infringing, libellous, unlawful, indirect material, or in violation of third-party privacy rights data;
  • store or transmit Malicious Codes;
  • interfere with the performance of the Site and Services, services or any third-party data; or
  • try to gain unauthorized access to the Site and Services, User accounts unauthorized to access, services or any related systems.

16. SPECIFIC PROHIBITION

16.1 No harassment, discrimination, or abuse is tolerated within the Site and Services. Any abuse complaints will be thoroughly investigated and may be reported to the individual User's local authorities, and charges may be brought against that User both civilly and criminally. PonderBank cooperates fully with law enforcement and will provide any and all records requested within the law or by court order. Furthermore, if any of the above is conducted while using contact information obtained within the Site and Services, we hold the right to restrict any User from access to our Site at any given time for such breach of Terms.

16.2 Users' of this Site, agree not to do the following, but are not limited to only these conditions:

  • engage in any type of activity that negatively affects the purpose or intention of the Site and Services, including, but not limited to, actually or attempting to manipulate, corrupt or otherwise affect the outcome of the Site and Services, in whole or in part, by, among other methods mentioned or not mentioned, subscribing another person or party without their authorization or registering multiple subscriptions under the same or different names;
  • these activities include: upload, post, publish, comment, e-mail, reproduce, distribute or otherwise transmit any information that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, deceptive, fraudulent, or explicit or unnecessarily graphic descriptions of accounts of and situations pertaining to sexual acts;
  • upload, post, publish, comment, e-mail, reproduce, distribute or otherwise transmit any content that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability or harm minors in any way;
  • upload, post, publish, comment, e-mail, reproduce, distribute, or otherwise transmit any content that User does not have a right to transmit under any law or under contractual or fiduciary relationships. This includes any inside information or proprietary or confidential information;
  • upload, post, publish, comment, e-mail, reproduce, distribute, or otherwise transmit any content that infringes upon any patent, trademark, trade secret, copyright or other proprietary rights of any party;
  • nor any unauthorized advertising or promotional materials. This includes junk mail, spam, chain letters or any other form of solicitation;
  • upload, post, publish, comment, e-mail, reproduce, distribute, or otherwise transmit any material that contains software viruses, Trojan horses, worms, or any other computer code, files or programs, designed to maliciously, whether intended to or not, interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
  • impersonate any person or entity, falsely state or otherwise misrepresent User affiliation with a person or entity;
  • and forge or manipulate packet headers in order to disguise the origin of any content transmitted to or through this Site. Intentionally or unintentionally violate any applicable local, state, national or international law;
  • agree that User will not harvest, collect or store information about the Users' of this Site or the content posted by others on this Site or use such information for any purpose inconsistent with the purpose of this Site or for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic mail or communications; and use PonderBank Promoted or Verified Badges, unless approved and provided by PonderBank.

16.3 PonderBank is not responsible for material submitted or posted by a User. PonderBank is not responsible for any failure, non-failure or delay in removing such content. Users' acknowledge and agree the content viewed, submitted or posted is at their own discretion and risk and the views expressed do not reflect the views of PonderBank or its staff. PonderBank does not support or endorse User Generated Content, whether or not it has been edited by PonderBank and we have the right, at our sole discretion, to refuse, reject, deny or remove any content, in whole or in part, that does not comply with these Terms or any other policy we have posted or otherwise is undesirable, inappropriate or inaccurate. Users' will remain responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of such submitted material, including any contribution we make.

16.4 Users agree not to share Content and User Generated Content on the Site and Services with unregistered Users.

16.5 Users' agree to notify PonderBank immediately of any unauthorized use of the Site and Services, its services or any other breach of security known or suspected.

17. DATA PROTECTION

17.1 PonderBank shall maintain reasonable administrative, physical, and technical safeguard methods for protection of the security, confidentiality and integrity of all User Data. PonderBank will not modify, disclose (except as compelled by law), or access User data except to prevent technical problems, or at a Users' request in connection with support concerns.

17.2 PonderBank provides its Users' an option to open an account and choose a unique username and password. The User must maintain their account username and password with the strictest of confidence and repeatedly update the password. If a User believes their username and/or password has been compromised, they must contact PonderBank by email immediately to reset the account.

17.3 The User has sole responsibility for adequate security protection and backup of data and/or equipment used in connection with their usage of the Site and Services and will not make a claim against for lost data, re-run time, inaccurate instruction, work delays or lost profits resulting from the use of the Site and Services.

18. INTELLECTUAL PROPERTY

Our Intellectual Property

18.1 Nothing in these Terms constitutes a transfer of any Intellectual Property rights from us to you.

18.2 We own and retain all proprietary rights to the Site and Services provided through the Site, and all associated Intellectual Property rights, excluding User Generated Content. You are permitted to use the Site and Services only as authorised by us. As a User, you are granted a limited, non-exclusive, revocable, non-transferable right to use the Site and Services to create, display, use, play, and download Content or User Generated Content subject to these Terms.

18.3 Our Intellectual Property must not be used in connection with a product or service that is not affiliated with us or in any way brings us in disrepute.

18.4 You must not modify the physical or digital copies of any Content you print off or download in any way, and you must not use any illustrations, photographs, video or audio, or any graphics separately from any accompanying text.

User Generated Content

You must not add any User Generated Content to the Site and Services:

18.5 Unless you hold all necessary rights, licences and consents to do so;

18.6 That would cause you or us to breach any law, regulation, rule, code or other legal obligation;

18.7 That is or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or in breach of privacy;

18.8 That is unsolicited, undisclosed or unauthorized advertising;

18.9 that are software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

18.10 That would bring us, or the Site and Services, into disrepute; or

18.11 That infringes the Intellectual Property or other rights of any person.

18.12 You agree to keep all records necessary to establish that your User Generated Content does not violate any of the requirements under clause 7.2(a) and make such records available upon our reasonable request.

18.13 You retain ownership of your Intellectual Property and proprietary rights in any User Generated Content. These Terms do not prevent you from granting non-exclusive rights to use your User Generated Content to others.

18.14 We are under no obligation to regularly monitor the accuracy or reliability of User Generated Content appearing on the Site or using the Site and Services. We reserve the right to modify or remove any User Generated Content at any time.

18.15 You hereby grant PonderBank a royalty-free, perpetual license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, play and exercise all Intellectual Property rights without limitation with respect to User Generated Content worldwide or to incorporate User Generated Content in other works in any media now known or later developed for the full term of rights that may exist in User Generated Content.

19. LIMITATION OF LIABILITY AND INDEMNITY

19.1 You agree that we shall not be liable for any damages suffered as a result of using the Services, copying, distributing, or downloading Content from the Site.

19.2 In no event shall we be liable for any indirect, punitive, special, incidental or consequential damage (including loss of business, revenue, profits, use, privacy, data, goodwill or other economic advantage) however it arises, whether for breach of contract or in tort, even if it has been previously advised of the possibility of such damage.

19.3 We do not endorse the any Idea Listings and Ideas, and expressly disclaim any and all liability in connection with them. In no event shall we be liable for any claims by a third party in tort or contract, or pursuant to the Competition and Consumer Act 2010 (cth) including, but not limited, to any misleading statements made and/or incorporated into any Idea Listings or Idea Seller User Information created using the Services. It is the Idea Seller's sole responsibility to ensure the accuracy of the data inputted and any other Idea Seller User Information.

19.4 The Seller has the sole responsibility for adequate security protection and backup of data and/or equipment used in connection with the Seller's usage of the Services and will not make a claim against for lost data, re-run time, inaccurate instruction, work delays or lost profits resulting from the use of the Services. The Seller must not assign or otherwise dispose of the Services to any other person.

19.5 Without limiting the foregoing, in no event will our aggregate liability to you exceed, in total, the amounts paid by you to us in the six (6) months prior to the action giving rise to the liability or $50.00 Australian dollars, whichever is the lesser.

As a condition of the Seller's access to and use of the Site, the Seller agrees to indemnify PonderBank and its successors and assigns for all damages, costs, expenses and other liabilities, including but not limited to legal fees and expenses, relating to any claim arising out of or related to:

19.6 The Seller's access to and use of the Services; or

19.7 The Seller's breach of these Terms and any applicable law or the rights of another person or party.

19.8 This indemnification section survives the expiration of the Term, and applies to claims arising both before and after the Term.

20. SUBCONTRACTING AND ASSIGNMENT

20.1 The Idea Seller shall not be entitled to assign, charge, subcontract or transfer these Terms or any part of it without the prior written consent by us.

20.2 We may assign, charge, subcontract or transfer these Terms or any part of it to any person.

21. RELEASE

In addition to the recognition that PonderBank is not a party to any contract between Users, you hereby release PonderBank and its affiliates, officers, directors, agents, subsidiaries, joint venturers, and employees from claims, demands, and damages whether actual or consequential of every kind and nature, known or unknown, arising out of or in connection with any dispute you have with another User, whether it be at law or in equity. This includes, for example and without limitation, any disputes regarding performance, quality, functions, and quality of the services provided by a User and requests for refunds based upon such disputes.

22. FORCE MAJEURE

We shall be under no liability to you in respect of anything that, if not for this provision, would or might constitute a breach of these Terms, where this arises out of circumstances beyond its control, including but not limited to:

• Acts of god;

• Natural disasters;

• Sabotage;

• Accident;

• Riot;

• Shortage of supplies, equipment, and materials;

• Strikes and lockouts;

• Civil unrest;

• Computer hacking; or

• Malicious damage.

23. TERMINATION

We may immediately suspend provision of the Services or cancel any outstanding provision of these Terms or by notice in writing to the Idea Seller terminate these Terms without liability to us if the Idea Seller:

23.1 Commits a material breach of these Terms, which is capable of remedy, and fails to remedy the breach within fourteen (14) days of a written notice to do so;

23.2 Commits a material breach of these Terms which is incapable of remedy;

23.3 Adversely affects PonderBank or the PonderBank brand in PonderBank's sole opinion;

23.4 fails to pay any sum payable to us under these Terms within seven (7) working days of its due date for payment in accordance with these Terms; and

23.5 is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or goes into voluntary liquidation (otherwise than for the purposes of reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over its assets, or if the equivalent of any such events under the laws of any relevant jurisdiction occurs to the Idea Seller.

23.6 Notwithstanding any such termination or suspension in accordance with the foregoing clause, the Idea Seller shall pay us all fees due for the provision of the Services up to and including the date of suspension or termination, and the termination of these Terms for whatever reason shall not affect the rights or remedies of either party in respect of any antecedent breach or in respect of any such owing or to become owing to the other.

24. NOTICE

24.1 By using the Site, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on the Site.

24.2 You acknowledge that all contracts, notices, information and other communication we may provide electronically comply with any legal requirements that such documents are in writing.

Notice will be deemed received and properly served immediately when posted on the Site, 24 hours after an email is sent, or 3 days after the date of posting any letter. As proof of service, it is sufficient that:

24.3 For letters, the letter was properly addressed, stamped and placed in the post; and

24.4 For emails, the email was sent to the specified email address.

25. NO WAIVER

25.1 If we fail, at any time, to insist upon strict performance of your obligations under these Terms, or if we fail to exercise any of the rights and remedies we are entitled to under these Terms, this will not constitute a waiver of such rights or remedies and it will not relieve you from compliance with your obligations.

25.2 If we waive a default, it does not constitute a waiver of any subsequent defaults.

25.3 No waiver is effective unless it is expressly stated by us to be a waiver and is communicated to you in writing as per clause 15.

25. NO PARTNERSHIP

The relationship of PonderBank (and its employees) to the I User will be that of independent contractor and nothing in these Terms shall render us (nor our personnel) as an employee, worker, agent or partner of the Idea Seller or Idea Buyer. Subject to any express provision in these Terms to the contrary or at our reasonable discretion, neither party shall have any right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the other party or bind the other party in any way.

26. SEVERABILITY

If any court decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, that term will, to that extent only, be severed from the remaining terms. The rest of these Terms will continue to be valid.

27. ENTIRE AGREEMENT

27.1 This Agreement, and any schedules, annexures and the documents expressly referred to in it, constitute the entire agreement between the User and PonderBank, and supersede all previous discussions, correspondence, negotiations, previous arrangements, understanding or agreement between the parties relating to the Services.

27.2 The parties each acknowledge that, in entering into these Terms, neither of them rely on, and subsequently will have any remedies for, any representation or warranty that is not set out in this.

28. GOVERNING LAW AND JURISDICTION

28.1 These Terms are governed by the laws of the State of Victoria and the Australian Arbitration laws regardless of your physical location. Any dispute or difference whatsoever arising out of or in connection with these Terms shall be submitted to Arbitration in accordance with, and subject to, The Institute of Arbitrators & Mediators Australia Expedited Commercial Arbitration Rules. For disputes in which the quantum is less than $50,000.00, Arbitration shall take place using the submission of documents alone unless both parties agree otherwise.

28.2 Any dispute or difference whatsoever arising out of or in connection with these Terms shall be and is hereby submitted to arbitration in accordance with, and subject to, the UNCITRAL Arbitration Rules. The appointing and administering body shall be The Institute of Arbitrators & Mediators Australia (IAMA). There shall be one Arbitrator, the language of the Arbitration shall be in English, and the place of the Arbitration shall be Melbourne, Australia which governs these Terms and any dispute of any sort that might arise between Users' and Support My Sport relating to these Terms.

28.3 If for any reason a court of competent jurisdiction finds any provision or portion of the Agreement to be unenforceable, the remainder of the Terms will continue to be in full force and effect. All legal action or litigation shall be handled and agreed on during an arbitration hearing only, and the arbitrator shall decide the outcome of the litigation or legal action. All parties agree to comply with this statement and the above jurisdiction statement.

29. UPDATES TO THESE TERMS

29.1 We reserve the right, in our discretion, to correct any errors or omissions in any part of the Site and Services. We may restrict access to parts or the entire Site and Services at any time, including, but not limited to, Content, certain features and Services, hours of availability, and equipment needed for access or use, without notice or liability.

29.2 Any material on the Site and Services may be out of date at any given time, and we are under no obligation to update such material.

29.3 We reserve the right, in our sole discretion, to change, modify, add or remove any part of these Terms, in whole or in part, at any time. Notification of the changes to these Terms will be posted on the Site and Services and will be effective immediately unless expressed otherwise.

29.4 It is your sole responsibility to periodically check these Terms for any changes. If you do not agree with any of the changes to these Terms, it is your sole responsibility to unsubscribe from the Site and Services. Your continued use of the Site and Services will be deemed as your acceptance thereof.

29.5 We may assign or sublicense any of our rights or obligations under these terms and conditions at any time, without obtaining your consent.

Contact

You may contact Ponder Media using any of the following

Ponder Media Pty Ltd
PO Box 477
Melbourne, Victoria, 3000
E: support@ponderbank.com
Last updated on 10th April 2017