SproutX Coworking Membership Agreement
SproutX is Australia’s first dedicated co-working space for agtech startups. Our co-working office is situated in the heart of Melbourne, and has connections with key agribusinesses around Australia to help your venture succeed.
Email address *
Membership Features
Below are some, but not all, of the benefits members receive as part of their membership:

- CBD location at Australia's first dedicated coworking space for agtech
- Access to high-speed wireless internet
- Fair use free meeting room access
- Capacity for storage in existing infrastructure within reasonable capacity
- Free admission to member-related events held in the space
- 24 hour access for full-time, part-time* and corporate residents.

Your full name *
Company or business name
Only if applicable
Your company position
Mobile number *
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Terms of Use
1. Acceptance of Terms

The services SproutX provides to you are subject to the following terms and conditions (Terms and Conditions). SproutX reserves the right to update the Terms and Conditions at any time without notice to you. SproutX will attempt to contact you to notify you of any updates within 30 days of their enactment using the contact information provided in this membership agreement (the Membership Agreement).

SproutX may provide you with access to office space, work stations, internet access, office equipment, conference space, knowledge resources, and other services (collectively, Services). The Services at all times are subject to these Terms and Conditions, and by using the Services, you agree to be bound by the Terms and Conditions

2. Your interest in the Premises

This Membership Agreement does not create a tenancy interest, leasehold estate or other real property interest in your favour with respect to the premises, but instead SproutX grants you a licence to use the provided amenities on a permanent or casual basis governed by these Terms and Conditions. The whole of the premises remains in SproutX’s possession and control at all times.

3. No Unlawful or Prohibited Use

You may not:
(a) use the Services for any purpose that is unlawful or prohibited by this Membership Agreement;

(b) attempt to gain access to any Services, or accounts, computer systems or networks connected to any SproutX server or to any of the Services, through hacking, password mining or any other means; and

(c) obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.

4. Use of Services

You agree that when participating in or using the Services, you will not:
(a) use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message (commercial or otherwise);

(b) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

(c) publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through SproutX Services;

(d) upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;

(e) use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;

(f) upload files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;

(g) download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;

(h) restrict or inhibit any other user from using and enjoying the Services;

(i) violate any code of conduct of other guidelines which may be applicable for any particular Service (including the Building Rules for 459 Little Collins Street, Melbourne VIC 3000);

(j) harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;

(k) violate any applicable laws or regulations; and

(l) create a false identity for the purpose of misleading others.

5. Renewals and Terminations
(a) [We have the right to terminate your membership at any time if, in our reasonable opinion:

i) your fees remain unpaid for 14 days after receipt of the relevant invoice;

ii) you or any of your employees have engaged in misconduct, including any conduct that prejudices the interests of SproutX;

iii) you or any of your employees have failed to comply with any of the provisions of the Terms and Conditions or fail to agree to any updated Terms and Conditions; or

iv) you or any of your employees have breached any SproutX policy from time to time.

You agree that SproutX has no liability to you if your membership is terminated in accordance with this clause 5(a).

(b) In the event that SproutX terminates your membership in accordance with clause 5(a) of these Terms and Conditions, you are not entitled to any refund of fees paid in advance.

(c) [You have the right to terminate your membership at any time by giving one month written notice of your resignation to SproutX.]

(d) [If you wish to terminate your membership, any refund attributable to the unused portion of your membership is at the sole discretion of SproutX. An administration charge may be deducted from any refund.]

(e) When your membership is terminated or expires, you must vacate the SproutX premises immediately and leave the premises in the same condition as when you arrived. SproutX reserves the right to charge additional fees for repairs needed to the premises above and beyond normal wear and tear. If you leave any property in the premises when you vacate, SproutX may dispose of that property at your cost in any way that SproutX chooses, and will not incur any liability to you in doing so. If SproutX chooses to sell property that you have left in the premises, it does not owe you any proceeds of sale or liability in relation to that disposal.
Your membership will automatically renew unless you provided SproutX with at least [30 days] written notice prior to the expiry of the then-current membership term.]

6. Invoicing and Payment

(a) [Your licence to use the premises is contingent on the payment of fees in full and on time.

(b) Different Fees correspond to membership plans with different rights to use the premises. This may include exclusive or non-exclusive use of Services. Your fees will be the fees assigned to the relevant category of membership you have selected.

(c) Fees are due [monthly] in advance. You will be billed for fees on a continuous basis until SproutX receives written confirmation of your wish to cancel your membership or change the level of membership you are receiving.

(d) You agree to pay your fees by the due date specified in the relevant invoice.

(e) If you pay your fees and do not use the premises, you will not be entitled to a refund of any fees paid.

(f) [Membership fees may be changed at SproutX's discretion. [Three months'] notice will be given in relation to any changes to Fees. Fees may only be changed by SproutX a maximum of once per annum.]

(g) If you do not pay your fees when due, an additional fee may be charged on overdue balances. If you dispute any part of an invoice then you must pay the amount not in dispute by the due date or be subject to late fees. SproutX reserves the right to withhold Services (including denying you access to the premises) while there are any outstanding fees.

(h) If you do not pay your fees within [28] days from the after the fees are due, we may notify you of that fact. If the fees are not paid within [14] days of receiving that notice, SproutX may terminate your membership and revoke your rights to access to the premises.

(i) You must ensure that you maintain adequate financial resources to meet any risks which your business may be subject to, so that you are able to pay your fees in full and on time. SproutX encourages all members to ensure they are properly insured.

j) This contract is valid until time of cancellation by the user or at the time of SproutX relocation in early 2018.

k) Cancellation of membership by the user must be received in writing 30 days prior to exiting the space.

7. Participation in or Use of Services

You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that SproutX does not have any liability with respect to your access, participation in, use of the Services, or any loss of information resulting from such participation or use.

8. Disclaimer of Warranties

To the maximum extent permitted by law, SproutX provides the Services “as is”, and hereby disclaims, with respect to the Services, all warranties and conditions, whether express, implied or statutory, including but not limited to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and negligence. Also there is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement. The entire risk as to the quality of Services, arising out of your participation in or the use of the Services, remains with you.

9. Exclusion of Incidental, Consequential and Certain Other Damages.

To the maximum extent permitted by law, in no event shall SproutX and its past, present and future officers, representatives, employees, successors and assigns, jointly and individually be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care, negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or use of the services, the provision of or failure to provide services, or otherwise under or in connection with any provision of this agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of SproutX, and even if SproutX has been advised of the possibility of such damages.

10. Non-Disparagement

You shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding SproutX, or any of SproutX’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.

11. Indemnification

You release, and hereby agree to indemnify, defend and save harmless SproutX and their past, present and future representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any legal fees and costs incurred by SproutX or its respective officers and agents in connection with the defense of such claim or lawsuit.

12. Severability

In the event that any provision or portion of these Terms and Conditions is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of these Terms and Conditions shall be unaffected thereby and shall “remain in full force and effect to the fullest extent permitted by law.

13. Privacy and Confidentiality

13.1 Personal information

We handle personal information in accordance with our Privacy Policy, located at [insertlink].
You agree to provide a copy of our Privacy Policy to your employees and representatives who provide personal information to SproutX on your behalf or whose information you provide to SproutX. You must ensure that those employees and representatives comply with the Privacy Policy.

13.2 Confidentiality

You acknowledge and agree that during your participation in and use of the Services you may receive or be exposed to Confidential Information. Your participation in and/or use of the Services obligates you to:
a) maintain all Confidential Information in strict confidence;
b) not to disclose Confidential Information to any third parties; and
c) not to use the Confidential Information in any way directly or indirectly determined to SproutX or any participant or user of the Services.

All Confidential Information remains the sole and exclusive property of SproutX or the respective disclosing party. You acknowledge and agree that nothing in these Terms and Conditions or your participation or use of the Services will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property proprietary rights of SproutX or any participant or user of the Services.

“Confidential Information” shall mean all information, in whole or in part, that is disclosed by SproutX or any participant using the Services or any employee affiliate, or agent thereof, that is non-public, confidential or proprietary in nature. Confidential information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, business affairs, work in progress or any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of SproutX, any analyses, compilations, studies or other documents prepared by SproutX or otherwise derived in any manner from the Confidential Information that you are obliged to keep confidential or know or has reason to know should be treated as confidential.

14. Intellectual Property

14.1 Our intellectual property

a) Unless otherwise indicated, we own (or license from a third party) the copyright and other intellectual property rights that are necessary to operate SproutX.
b) You must not use SproutX's intellectual property for any purpose other than accessing the Premises or complying with these Terms and Conditions, without our permission.

14.2 Your intellectual property

a) You hold all proprietary rights to intellectual property and trade secrets that you develop, including all ownership rights, copyright, exclusive rights to develop, make, use, sell, licence or benefit from any inventions, discoveries, processes and improvements made during and after your membership with SproutX. You do not grant anyone a license to your intellectual property by agreeing to these Terms and Conditions.
b) All inventions, discoveries, computer software, processes, algorithms and improvements made by you during your membership with SproutX remain your property.
c) You will not do anything to interfere with the intellectual property rights of other members of SproutX, or seek to establish any intellectual property rights in inventions, discoveries, computer software, processes, algorithms and improvements made by other members.

15. SproutX's Nework

SproutX does not make any representations as to the security of the SproutX network or any information placed on it. You should adopt whatever security measures (e.g. encryption) you believe are appropriate in your circumstances. SproutX cannot guarantee that a particular degree of availability will be attained in connection with your use of SproutX network or internet. Your sole and exclusive remedy shall be the remedy of such failure by SproutX within a reasonable time after written notice.

16. Insurance

SproutX carries Liability and Business Personal Property insurance. As a user, you are not required but it is strongly suggested that you carry insurance to cover your own equipment while using our space.

17. Assignment

With the exception of corporate memberships, your membership and your licence to use the premises are personal, and you cannot assign these to anyone else (including another member) without SproutX's prior written consent.

18. No Agency or Partnership

Nothing in these Terms and Conditions is to be construed as constituting an agency, partnership, joint venture, or any other form of association between us in which SproutX is liable for your acts or omissions. You have no authority to incur any obligation or make any representation or warranty on behalf of, or to pledge the credit of, SproutX or represent that you speak on behalf of SproutX.

19. Authority

You represent and warrant that you have the requisite legal power and authority to enter into and abide by these Terms and Conditions and no further authorisations or approvals are necessary. You further represent and warrant that your use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party.

20. Governing Law

Your use of the premises, these Terms and Conditions and the Membership Agreement are governed by the law of Victoria and you submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in Victoria.

21. Definition of Membership Type

a) Full Time
The full time desk fee includes the right for equipment storage in existing cupboard infrastructure. This fee includes one (1) building access card per dedicated desk. The cost of replacement for lost cards will be met by the user. A full time desk can be used by multiple staff who role-share or are part-time during the week.Any additional full time staff employed after the contract start date must be added to the agreement by the 1st of the month following their employment.

b) Part Time
An individual attending more than 6 times per month will be considered part time. Part-time Desks can be arranged for staff attending up to 12 days per month valued at $300 per month in the hot desk area.

c) Casual Contractors
Contractors, who utilise the space on a casual basis to conduct work for a fee-paying member, are entitled to use the hot desk space free of charge. A casual basis will be regarded as no more than 6 times per month by the same individual.

By ticking this box I acknowledge that I have read and understood all of the Terms and Conditions contained in this Membership Agreement and agree to be bound by the Terms and Conditions regarding my participation in and use of the Services. If I am accepting these terms on behalf of a company, I further acknowledge that I have authority to bind the company to these Terms and Conditions. *
A copy of your responses will be emailed to the address you provided.
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