Terms & Conditions

Sprowd operates the web site www.sprowd.com to facilitate in getting ideas or businesses funded in an easy, interactive and accessible way. It gives anyone the chance to realise their idea without too many strings attached.

The Terms & Conditions of Sprowd.com are described in the following. Please read them carefully before using Sprowd.com. By using the web site or related services in any matter, you are bound by these Terms & Conditions and by the Privacy Policy and Disclaimer. You will also be obliged to read and accept the Terms & Conditions when signing up to Sprowd.com. This is a contractual relationship.

Sprowd may change the Terms & Conditions for any reason and without prior notice. Of these changes registered Users of Sprowd.com will be notified. After notification these changed Terms & Conditions will automatically be effective.

Definitions

Banking Partner: the Sprowd banking partner facilitates banking services to Pitchers
Agreement: the standard mutual agreement between the Pitcher (and his/her future business) and the Believer
BDO: the accounting partner of Sprowd as mentioned in the Agreement and Terms & Conditions
Believer: the User of Sprowd.com who believes in a Pitch and wants to invest in a project and its Pitcher
Boekx: the partner of Sprowd who facilitates in possible intellectual property issues and advises Pitchers
Buckaroo: the online transaction partner of Sprowd
Disclaimer: the statement of Sprowd which disclaims certain liabilities concerning Sprowd.com
Funding Goal: the amount of money a Pitcher states to need to realise his/her idea or business
Inner Circle: the Inner Circle provides the opportunity for Pitchers and Believers to cooperate and improve the business plan even more. In the Inner Circle information is provided which is only to be seen by Believers (such as the annual account)
Invest or Fund: to believe in a Pitch by buying Shares
Payout: the pay out in dollars/Euros of the percentage of turnover to the Believer as determined by the Pitcher
Pitch: the idea or business of a Pitcher as described and pitched on Sprowd.com
Pitcher: the User (or project leader of a group of Users) who pitches his/her Pitch on Sprowd.com to be backed by Believers
Privacy Policy: the policy of Sprowd concerning privacy related data of the Users of Sprowd.com
Share: share in a Pitch, as in one part a Believer funds in an idea or business. A share gives the right to yearly receive a predetermined percentage of turnover
Sprowd:
the company under Dutch law that operates Sprowd.com, including every (subsidiary) company or one of its employees, suppliers, sponsors, representatives, advisors or other affiliates
Sprowd.com: the website, online platform and related services operated by Sprowd with domain name www.sprowd.com, www.sprowd.net or www.sprowd.nl
Terms & Conditions: the terms & conditions of Sprowd.com
User: everyone who uses Sprowd.com, such as Pitchers, Believers and other (unregistered) people

All Users

Sprowd.com exchanges (real-time) information provided by Users, e.g. in Pitch pages, Believer/Pitcher messages, the Q&A and comments. This information, which must be entered truthfully, is not subject to any supervision by Sprowd. Sprowd has no obligation to monitor the website and its related services, User content or other User submissions. Therefore the User agrees not to enter any content on Sprowd.com which infringes existing rights or endangers or disturbs the functioning of Sprowd.com. This is content such as explicit or offensive material, a virus of some sort, impersonations, spam or other material that can damage other Users of Sprowd.com or violate third party rights.

Upon registration the Users shall provide Sprowd with accurate, complete and up-to-date information. The User is solely responsible for the activity that occurs on his/her account and will not use another person’s account, unless with the explicit permission of this User.

It is prohibited to use the profile pages, Q&A, comments, Pitch pages and/or any other location on Sprowd.com for (paid) commercial banners or advertisements of third parties.

Users shall not take any action that imposes or may impose an unreasonable or disproportionately large load on the infrastructure of Sprowd.com, Sprowd and/or its partners. Interference or any attempt to interfere with the proper working and security of the provided services is prohibited.

The User indemnifies Sprowd of any claims by Users or other parties concerning this information, material, contents or actions by other Users. Sprowd will not bear any (legal) costs in these situations. Users are completely responsible for their own information and profile pages and indemnify Sprowd in case of any dispute between Users and/or third parties.

Sprowd maintains a notice-and-take-down (NTD) procedure (which is in accordance with the Dutch NTD-code of conduct) in case of mentioned improper or illegal information or material, or in case of intentional misrepresentations. Sprowd may identify this information or material itself or may be indicated by one or more Users of Sprowd.com or by authorities. After notification Sprowd investigates the situation and may take down aforementioned content and/or restrict or block the use of the web site or makes sure a Pitch doesn’t reach its Funding Goal without warning and for any reason.

Sprowd reserves the right to change, make supplements or remove any information or data on Sprowd.com at any time without notification and for any reason.

Sprowd.com may only be used in countries and territories in which our partners BDO and the Banking Partner operate (when signing up a list is shown) and in which such content and the Agreement is not illegal. It is prohibited to sign up under a nationality that is not yours. Sprowd may check the nationality of registered users. Fraud concerning this will result in a permanent ban on Sprowd.com and the User has no right to a refund or Payouts.

Intellectual property

Copyright and other intellectual property rights regarding information and data contained in this web site and provided by Sprowd belongs to and remains property of Sprowd. It is prohibited to duplicate, multiply or publish any part of this web site without a written permission of Sprowd.

Information and data provided by the User of Sprowd.com is protected by copyright and/or any other intellectual property rights and belongs to and remains the sole property of the User.

The User grants Sprowd the world-wide, non-exclusive and royalty-free right to host and display the information and data provided by him/her, before and after the Funding Goal is reached, but not before the publishing of the Pitch. This includes (without limitation) photographs, movies, graphics, trademarks, logo’s, slogans and texts.

If an idea/product/process has to be patented (such as inventions or industrial processes) or registered legally otherwise, the Pitcher will apply for this patent or make the registration him. Sprowd, in cooperation with Boekx, only facilitates in signaling potential intellectual property issues.

If the Pitcher believes that his Pitch is copied in a way that infringes intellectual property rights or has mistakenly been removed or wrongly identified, please inform Sprowd through e-mail (noting all relevant information you have). Sprowd (and Boekx) may provide (this is not an obligation) any necessary information and data or help out otherwise.

Sprowd will never be liable for any infringement of intellectual property rights of Users.

Pitchers

The Pitcher pitches his idea or business on Sprowd.com. After signing up and accepting the Terms & Conditions the Pitcher must truthfully fill in a standard format to generate his own profile and Pitch page. This includes a full description of the product, idea, business and/or process, personal description(s), choice of currency and the amount of money needed (the multiple of 10 American dollars or Euros). The Pitcher gives a reasonable estimate of the expected turnover and a percentage of this turnover he will pay out to Believers who buy a Share in his/her project. The Pitcher sets a time period in which his project must be fully funded (and reach the Funding Goal). This period may not exceed one year (365 days).

When the description of the Pitch has been completed and published on Sprowd.com the Picher accepts the Agreement and may not change his Pitch except for details, supplements, information in the Inner Circle and (status) updates. At all times the percentage of turnover, the amount and time to reach the Funding Goal and the person who is Pitcher must remain the same. From the moment that the predefined Funding Goal is reached, this accepted Agreement is effective, including the Pitcher’s rights and obligations.

It is prohibited to sell or transfer a published Pitch to a third party for as long as the funding period remains effective and, after the Funding Goal is reached, for as long as the Pitcher has not set up the idea or business.

Pitchers under the age of 18 must have the explicit consent of their legal representatives.

Believers

After signing up, accepting the Terms & Conditions and filling in all necessary information a Believer may invest in one or more Pitches on Sprowd.com; this is done by buying Shares. The Believer agrees to pay immediately using the Buckaroo transaction services as provided on Sprowd.com.

When buying Shares the Believer has to accept the Agreement as accepted by the Pitcher at the moment of the publishing of his Pitch. From the moment that the predefined Funding Goal of the Pitch is reached, this Agreement is effective, including the Believer’s rights and obligations. The Believer may terminate the Agreement at any time without statement of reasons.

When invested in a Pitch the Believer may post comments, feedback and propositions in the Inner Circle. The Pitcher is not bound to follow these up (but might find them very helpful).

Believers under the age of 18 are not allowed to invest on Sprowd.com. An age-check is performed.

When the provided believer information, necessary for a valid investment, turns out to be untruthful, the Believer has acquired no rights whatsoever. Payouts will remain the property of the Pitcher and buy-out rights become invalid.

Transaction costs and funding

Shares will cost 10 American dollars or Euros each, depending on the Pitcher’s choice of currency. The Believer funds a Pitch for this minimum amount or the multiple. On top of this amount the Believer must pay transaction costs. These may consist fixed costs per transaction and a percentage of over the total amount. These costs are calculated and displayed in the payment page and afterwards a detailed payment overview is sent by e-mail.

Sprowd will charge a percentage of the Funding Goal as an agency fee. These costs and an estimate of the accountancy costs of BDO must be taken into account by the Pitcher in the estimation of the total amount needed (the Funding Goal). These calculations will be done automatically.

Aforementioned fixed costs and percentages may be changed by Sprowd at any time, but not without prior notification.

The deposited funding will be stored by Buckaroo in a (legally) separated and trusted foundation (a ‘Trust’), which is reserved only for the money of third parties. This is done to assure this money is only used for its initial purpose and will never become the property of Sprowd, that the right permits are in place and to keep all risks to a minimum.

When the Funding Goal is reached, the money will be transferred to a banking account opened by our Banking Partner for that specific Pitch.

If a Funding Goal is not reached, the already funded Shares will be transferred to the personal Believer accounts on Sprowd.com. The funding can be transferred back to a bank account, but only when the Believer has uploaded a copy of his/her ID. Buckaroo refund costs will however be deducted.

After the first annual account the Pitcher will start paying out the yearly payouts (minus Buckaroo transaction costs) to the Believer’s Sprowd accounts. These payout rights are descibed in the Agreement. After each annual account, the Pitcher may choose to offer his/her Believers a buy-out; Believers are never obliged to accept this offer. This process is facilitated through Sprowd.com.

BDO, the Banking Partner, Buckaroo, Sprowd and the Pitcher will take care of the administration and execution regarding the transactions arising from the Agreement.

After reaching the Funding Goal

After reaching the Funding Goal, the Agreement becomes effective. Every involved Believer receives an e-mailed Agreement, which is already accepted and automatically filled in with a time-stamp and the relevant information of the Believer, Pitcher and Pitch. The Pitcher receives a compilation of all these Agreements.

All parties are bound to fulfill any obligations forthcoming out of the Agreement, e.g. the payout of Shares, working with BDO and the Banking Partner and the disclosure of confidential information. The provisions out of these Terms & Conditions will remain effective for the period the Agreement remains effective.

The Pitchers and Believers will at all times remain fully and independently responsible for their mutual obligations under the Agreement and Terms & Conditions involved. Sprowd is in no way to be held liable.

Applicable law, jurisdiction and validity

Any disputes with Sprowd concerning these Terms & Conditions, the Agreement, the Disclaimer, the Privacy Policy or any other provisions shall be governed by the laws of The Netherlands. The competent court in Amsterdam has the exclusive jurisdiction.

Should any individual provisions of these Terms & Conditions become void, unenforceable or unlawful, this will not affect any of the remaining provisions.

Effective date: May 1st, 2012

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