Terms & Conditions

1. INTRODUCTION

1.1. Welcome to the Creative Connector Portal located at https://slowclap.com.au/creativeconnector (and any other URL owned and/or operated by Slow Clap from time to time) (“Portal”).

1.2. The Portal is owned and operated by Slow Clap (“Slow Clap”).

1.3. Please read these Terms & Conditions carefully. By accessing and/or using the Portal you become a user of the Portal (“User”).

1.4. As a User of the Portal, you agree that you have read and understood these Terms & Conditions and that you agree to be bound by these Terms & Conditions, whether or not you create a user account. These Terms & Conditions constitute a legally binding agreement between you and Slow Clap (“Agreement”).

1.5. Slow Clap reserves the right to alter, modify, add to, or change in any way, any provision of these Terms & Conditions and may, in its absolute discretion, limit or expand the services available via the Portal without giving prior notice to the Users. It is the User’s responsibility to check the Terms & Conditions each time they use the Portal.

1.6. You may use Slow Clap as a either Client or a Creative. For the purpose of these Terms and Conditions the following definitions apply:

‘Brief’ means the outline of the applicable Project set by the applicable Client.

‘Client’ means the person (or entity) named as the Client in the applicable Brief and/or Project.

‘Creative’ means the person (or entity) named as the Creative in the applicable Project.

‘Project Fee’ means the total fee payable by the applicable Client for the applicable Project.

‘Project’ means the works undertaken by the applicable Creative in accordance with the applicable Brief.

‘Project Agreement’ means the agreement between the Client and Creative confirming all specific details related to the applicable Project.

‘Slow Clap Commission’ means the commission retained by Slow Clap from the applicable Project Fee in consideration of providing the Portal.

2. HOW THE PORTAL WORKS

2.1. Slow Clap provides the Portal as a platform to connect creators with future creative projects.

2.2. Slow Clap is not involved in the direct operation or organisation of any Project, it is the responsibility of the applicable Client and Creative to agree with each other on the specific details relating to each Project, including but not limited to timelines, deliverables, ownership of intellectual property, clearances, number of revisions and any other relevant Project related details which shall form the Project Agreement.

2.3. For each Project, the applicable Client and Creative acknowledge that Slow Clap is not a party to any Project Agreements between the Client and Creative, nor is Slow Clap an agent for either the Client or Creative. Slow Clap has no control over the conduct of any Client or Creative. Any Projects accepted via the Portal are undertaken at the applicable Client and Creative’s own risk.

2.4. Slow Clap collects the Project Fee for each Project and holds it until completion of the applicable Project in accordance with Clause 9 below.

3. PROPRIETARY RIGHTS IN THE PORTAL

3.1. All materials on the Portal (excluding User Materials, as described in Clause 5) including, but not limited to, underlying software, code, design, text, graphics, footage, sound recordings, musical works and other files are owned by, controlled by, or licensed to, Slow Clap (“Slow Clap Materials”). All rights are reserved. No Slow Clap Materials may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part other than in accordance with these Terms & Conditions, without the prior written consent of Slow Clap.

3.2. All Trade Marks, logos, trade dress and service marks on the Portal are either Trade Marks or registered Trade Marks of Slow Clap or third parties that have authorised such use and may not be copied, imitated, or used, in whole or in part other than in accordance with these Terms & Conditions, without the prior written consent of Slow Clap.

4. USER ACCOUNTS

4.1. In order to access the Portal as a Client or Creative (or any combination of these), the User must first register as an account holder via the Portal registration page. This is done by completing the account sign up process and creating a user account (“User Account”).

4.2. The User is solely responsible for maintaining the confidentiality of their User Account and password and for all activities that occur under their User Account.

4.3. The User must notify Slow Clap immediately if they believe their User Account has been compromised. Slow Clap shall not be liable for any loss or damage that the User incurs as a result of a security breach of their User Account. The User may be liable for loss or damage that Slow Clap incurs as a result of such security breaches found to have resulted from any act or omission of the User.

4.4. Slow Clap in its sole discretion reserves the right to make modifications to the features included in the User Accounts at any time. Any such modifications shall be notified to the User at the time the change is implemented.

4.5. As part of the registration process each User creates a user profile that is publicly viewable by other Users (“Profile”). The Profile includes details such as full name, a URL link to external portfolio(s), Instagram / relevant social media accounts, location by state / city and project rates.

4.6. Each User is solely responsible for activity and information attached to their Profile.

5. USER MATERIALS

5.1. Users may communicate with each other via the Portal, including but not limited to exchanging Project related materials (“User Materials”).

5.2. Slow Clap cannot and does not control any User Materials posted on or communicated via the Portal by Users and to the fullest extent permitted by law Slow Clap is not responsible for and disclaims any and all liability related to any and all such User Materials.

5.3. The User warrants that all User Materials that it communicates via the Portal do not infringe on any third-party rights (including copyright or any other proprietary rights).

5.4. Slow Clap reserves the right to remove any User Materials in the event that it believes such materials infringe on rights of others under copyright law, or other applicable law, and Slow Clap may suspend or otherwise terminate that User’s User Account in its sole discretion where it deems the User Materials to infringe third party rights.

5.5. The User acknowledges that Slow Clap does not monitor whether Users are complying with local and/or applicable laws or complying with third party rights insofar as the User Materials are concerned and Slow Clap is in no way responsible for protecting the copyright, licenses or any other rights of any User or third party.

5.6. The User grants Slow Clap a worldwide, royalty-free and compensation-free, non-exclusive perpetual license(s) to host the User Materials on the Portal for the purposes of providing the Portal. Slow Clap does not claim any rights to User Materials other than as set out in this Clause 5.

5.7. The User agrees not to use the Portal to upload, exchange, post, email, transmit or otherwise make available any content that:

(a) is abusive, obscene, vulgar, slanderous, hateful, threatening, pornographic or any material that may violate any domestic or international laws;

(b) infringes upon the rights of any third party (proprietary rights or otherwise), impersonates any person, User or entity, or otherwise misrepresent themselves or their affiliation with any person or entity;

(d) contains software viruses or any other malicious computer code, files or programs designed to interfere with, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(e) has the potential to bring the reputation of Slow Clap into disrepute; or

(f) is intended to intimidate or harass another User.

5.8. Slow Clap reserves the right without prior notice to remove User Materials from the Portal where it deems to fall into any of categories as described in Clause 5.7 above, in which case Slow Clap may suspend or otherwise terminate that User’s User Account in its sole discretion.

5.9. Slow Clap does not endorse the User Materials, or any opinion, recommendation, or advice expressed via the Portal, and Slow Clap expressly disclaims any and all liability in connection with all User Materials and all communication between Users.

6. CREATIVE OBLIGATIONS

6.1. Where a Creative chooses to enter into a Project Agreement with a Client, the Creative agrees and acknowledges that it is solely responsible for complying with the terms of the applicable Project Agreement between the Creative and the Client.

6.2. The Creative agrees that Slow Clap is not a party to any Project Agreement, and that, with the exception of any payment obligations set out within these Terms and Conditions, Slow Clap disclaims all liability arising from or related to any such Project Agreements.

6.3. The Creative understands and agrees that it is solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to its use of the Portal and participation in any Project.

7. CLIENT OBLIGATIONS

7.1. By posting a Brief on the Portal, the applicable Client warrants that it has the right and authority to do so and accepts full responsibility for fulfilling its obligations under the applicable Project Agreement with the applicable Creative.

7.2. By posting a Brief on the Portal, the applicable Client acknowledges that it is granting to Slow Clap a limited, non-exclusive, royalty free, worldwide licence to use and modify such Brief for the purposes of providing the Portal, including the right to present the Brief to one or more Creatives.

7.3. Slow Clap reserves the right, at any time and without prior notice, to remove or disable access to any Brief for any reason, including but not limited to any Brief that Slow Clap, in its sole discretion, considers to be in breach of these Terms and Conditions.

7.4. The Client understands and agrees that any applicable Project Agreement is between the it and the Creative directly and Slow Clap is not a party to such agreements, with the exception of its role in collecting the applicable Project Fee and disbursing as set out in Clause 9 below. below.

8. NON-CIRCUMVENTION

8.1. The Client and the Creative agree that once a Brief is posted to the Portal and the Client has been introduced to any Creative via the Portal, they must not communicate outside the Portal with the intention of preventing Slow Clap from receiving the Slow Clap Commission for the relevant Project. In the event that Slow Clap discovers that a Client, or Creative has breached this provision, Slow Clap may suspend the applicable User Account or ban the applicable User from the Portal and the Client/Creative must immediately pay the Slow Clap Commission that it would otherwise have received for such Project.

9. FEES & PAYMENT

9.1. Prior to commencement of any Project, the applicable Client will be required to pay the full Project Fee to Slow Clap which will be held by Slow Clap until confirmation by the applicable Creative and Client that the applicable Project has been completed.

9.2. Once Slow Clap receives confirmation from the applicable Creative and Client that the applicable Project has been completed, Slow Clap shall deduct its Slow Clap Commission and pay the balance of the Project Fee to the applicable Creative, subject to receipt of a valid tax invoice from the Creative.

9.3. All Project Fees are payable in AUD and any bank fees or charges relating to payment of such fees shall be borne by the Creative.

9.4. In the event of a dispute between the Client and Creative as to whether the Creative completed the relevant Project in accordance with the Brief, Slow Clap shall hold the Project Fee until such dispute is resolved directly between the parties. For the avoidance of doubt, Slow Clap shall still be entitled to deduct the applicable Slow Clap Commission notwithstanding an unresolved dispute between any Client and Creative.

10. DISPUTES

10.1. In the event of a dispute between a Client and Creative as to whether the Creative completed the relevant Project in accordance with the Brief or for any other reason, it is the sole responsibility of the applicable Client and Creative to resolve directly between themselves. Slow Clap accepts no responsibility for any disputes and will hold the applicable Project Fee until such dispute is resolved between the relevant parties and such resolution is confirmed in writing by both applicable parties to Slow Clap.

11. NO WARRANTIES

11.1. The Portal is provided on an “as is” basis and without representations or warranties of any kind to the User, whether express or implied, including without limitation as to the quality and/or fitness of the Portal for a particular use, accessibility or warranties that access or use of the Portal will be uninterrupted or error-free, and that the Portal and/or the User Materials will be secure or free of viruses or other harmful material or elements, or that any of the User Materials will be correct, accurate, timely or complete.

11.2. The Slow Clap Materials may include technical inaccuracies or typographical or other types of errors. Slow Clap has the right to make changes, modifications and updates to any Slow Clap Materials contained on the Portal without prior notice.

12. PRIVACY

12.1. Slow Clap is committed to protecting its Users privacy and will not use any information which it collects in connection with the Portal or its Users otherwise than as set out in the Slow Clap Privacy Policy.

13. LINKS TO EXTERNAL PORTALS

13.1. Through this Portal the User is able to link to other third-party Portals which are not under the control of Slow Clap. Slow Clap has no control over the nature, content and availability of those external Portals. The inclusion of any links on the Portal does not imply a recommendation or endorsement of the goods and services, or opinions contained within such third-party Portals.

14. DISCLAIMER

14.1. Slow Clap is in no way responsible for;

(a) the conduct and behaviour of any User, whether on the Portal or otherwise;

(b) any incorrect or inaccurate content on the Portal;

(d) the consequences of any malfunction of any equipment or programming associated with the operation of the Portal.

14.2. Each User is solely responsible for all communications with other Users via the Portal.

14.3. There may be times when the Portal is temporarily unavailable to the User due to maintenance or any to other reason beyond the control of Slow Clap. In the event that the Portal is unavailable, Slow Clap is in no way responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft, destruction, unauthorised access to, or alteration of User communications or contributions.

14.4. Under no circumstances will Slow Clap be responsible for any loss or damage, including, but not limited to, personal injury or death, resulting from the User’s use of the Portal, any User Material in connection with the Portal, or any interactions between Users of the Portal, or in connection with any Project.

14.5. Under no circumstances will Slow Clap be responsible for any loss, destruction, alteration or disclosure of User Materials or Project related materials and the applicable Client and/or Creative shall be responsible for making appropriate back-ups of all such materials.

15. USER WARRANTIES

15.1. THE USER WARRANTS THE FOLLOWING:

(a) THAT THEY ARE OVER THE AGE OF EIGHTEEN (18) YEARS OLD, OR IN THE EVENT THAT THEY ARE UNDER THE AGE OF EIGHTEEN (18) OLD THAT THEY HAVE THEIR PARENT/GUARDIAN’S CONSENT TO USE THE PORTAL;

(b) THAT SLOW CLAP SHALL NOT BE IN ANY WAY LIABLE TO THE USER OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR LOSS OF MONEY, GOODWILL, REPUTATION OR DATA ARISING FROM THE USER’S USE OF THE PORTAL OR ANY PROJECT; AND

(c) THAT THE USER WILL NOT HOLD SLOW CLAP RESPONSIBLE FOR OTHER USERS’ ACTS OR OMISSIONS, INCLUDING ANYTHING IN CONNECTION WITH THE USER MATERIALS OR ANY PROJECT. THE USER AGREES THAT SLOW CLAP HAS NO CONTROL OVER, AND DOES NOT GUARANTEE, AND DISCLAIMS ANY AND ALL LIABILITY FOR THE QUALITY OF THE COMMUNICATIONS, USER MATERIALS, PROJECT, AND THE ACCURACY OF INFORMATION CONTAINED ON THE PORTAL.

16. INDEMNITY

16.1. Each User indemnifies Slow Clap, and holds its officers, directors, employees and licensors forever harmless from and against any and all claims, demands and damages (including but not limited to legal fees) made by a third-party due to or arising from or related to the User’s violation of these Terms & Conditions, or the User’s violation of any laws, regulations or third-party rights, the User’s conduct relating to any Project.

16.2. Each User indemnifies Slow Clap, and holds its officers, directors, employees and licensors harmless from any and all claims, demands and damages (including but not limited to legal fees) made by a third party in the event that any content or information contained on the Portal is incorrect or in any way misleading.

16.3. Each User hereby indemnifies Slow Clap, its officers, directors, employees and licensors against any loss or damage suffered in the event that any aspect of the Portal does not function as intended for any reason beyond the reasonable control of Slow Clap and particularly in connection with:

(a) service interruptions caused by an internet service provider;

(b) an internet connection;

(d) any fault or deficiency in audio/visual hardware.

16.4. Should Slow Clap in its sole discretion, determine that any party has breached these Terms & Conditions, then nothing herein shall prevent or in any way restrict its right to pursue any of its legal and/or other remedies, including, without limitation, court action.

17. ASSIGNMENT

17.1. The User acknowledges that this Agreement is personal to it and cannot be assigned, transferred, sold or otherwise disposed of without the prior consent in writing of Slow Clap. Slow Clap reserves its right to assign the provisions of these this Agreement at any time.

18. TERMINATION & SUSPENSION

18.1. Without limiting the generality of any other clause contained in this Agreement, Slow Clap may terminate this Agreement or suspend access to any User Account immediately by notice in writing if:-

(a) the User is in breach of a material term of this Agreement;

(b) the User dies or becomes incapacitated; or

18.2. If a notice of termination is given to the User, Slow Clap may, in addition to terminating the Agreement:

(a) disable the User Account in order to prevent the User accessing files stored therein;

(b) retain any monies paid to Slow Clap by the User;

(d) pursue any additional or alternative remedies provided by law.

18.3. The User may terminate this Agreement at any time by deleting their User Account from the Portal. Such termination shall not release the User of any obligations existing at the time their User Account is deleted.

19. GST

19.1. Unless otherwise stated, all amounts payable under these Terms & Conditions are deemed to be exclusive of any applicable goods and services tax which shall be payable in addition to any other amount specified as payable under this Agreement subject to receipt of a valid tax invoice.

20. RELATIONSHIP BETWEEN THE PARTIES

21. The relationship between the parties is that of independent contractors and nothing these Terms & Conditions is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.

22. GOVERNING LAW AND JURISDICTION

22.1. These Terms & Conditions and the access and use of the Portal shall be governed by and construed in accordance with the laws of Victoria, Australia. By accessing and using the Portal, the Users accepts that any dispute under these Terms & Conditions or arising out of access and/or use of the Portal shall be subject to the exclusive jurisdiction of the Victorian Courts in Australia and by accessing and/or using the Portal, Users hereby submit to the jurisdiction of such courts for such purposes.

22.2. Users are solely responsible for compliance with any applicable laws of the country from which they access this Portal.