Loanpower Marketplace
Software Licence Terms

Version:  31 July 2024

In these licence terms (Terms), references to “we”, “us” and “our” refer to Loanpower Pty Ltd (“Loanpower”) and references to “the User”, “you” and “your” refer to each user of our proprietary software “Loanpower Marketplace”.

Please read through the following Terms carefully as they govern the purchase, access to and use of Loanpower Marketplace.  These Terms include and incorporate by reference our privacy policy, which is available on our website (“Privacy Policy”),  and any other applicable terms referenced in these Terms or that we advise to you from time to time. These Terms will apply to any software upgrades or updates provided by us that replace or supplement the then current version of Loanpower Marketplace.

  1. Your Acceptance
    • By clicking “I accept” when signing up to Loanpower Marketplace, you agree to be bound by, and acknowledge that you have the appropriate authorisation to be bound by, these Terms (including our Privacy Policy) and any other terms and conditions that are made available by us. If you do not accept these Terms, you must not use or access Loanpower Marketplace. You must also ensure that any of your Personnel that are authorised users of Loanpower  Marketplace comply with these Terms. You will be liable for those acts or defaults of your Personnel as if they were the acts or defaults of you.
    • We may amend these Terms from time to time. Amendments will be effective immediately upon us notifying you of the updated terms unless the amendments are a material change to the Terms that detrimentally affect your or your company’s (as applicable) rights, in which case the amendments will take effect 30 days after we notify you of the updated terms  Your continued use of Loanpower Marketplace following such notice will constitute your agreement to be bound by the Terms as amended.
  2. General Disclaimer
    • Subject to clause ‎2, in using Loanpower Marketplace, you acknowledge and accept the following:
      • to the extent permitted by law, we provide Loanpower Marketplace on an ‘as is’ basis without warranty of any kind whatsoever to you, including in respect of the performance of Loanpower Marketplace, that your use of Loanpower Marketplace will be error free or uninterrupted, or in respect of the delivery, safety or security of Loanpower Marketplace;
      • we make no warranties or representations as to the accuracy, content or quality or the information of any kind displayed on Loanpower Marketplace and are not responsible for verifying the accuracy of any information available via Loanpower Marketplace; and
      • Loanpower Marketplace may contain content that is posted, linked, displayed, made available or otherwise transmitted by third parties (Third Party Content). We have not verified, and do not verify or endorse, the accuracy of this Third Party Content. Any links to third party websites are used by you at your own risk.
    • Under the Australian Consumer Law, there are certain consumer guarantees which cannot be excluded, including guarantees as to acceptable quality and fitness for purpose.
  3. Your access and use of Loanpower Marketplace
    • We grant you a non-transferable, non-exclusive, and non-sublicensable licence for so long as we make Loanpower Marketplace accessible to you, to use and access Loanpower Marketplace (including our Intellectual Property Rights in Loanpower Marketplace) and other data and materials made available to you via Loanpower Marketplace solely for the purposes of you processing and settling loans using Loanpower Marketplace, and unless otherwise permitted by us, you must not use or access Loanpower Marketplace for any other purpose or disclose, reproduce or make Loanpower Marketplace or its materials available to any other person, including your own customers.
    • Other than the rights granted to you under clause ‎1, you do not have any other rights to, or in, Loanpower Marketplace. Any rights not expressly granted in these Terms are reserved by us. This includes all right, title and interest in the object code and source code of Loanpower Marketplace.
    • You may only access Loanpower Marketplace after you or your company (as applicable) agree(s) to pay any required fees. A failure to pay any fees may result in suspension of your account and associated access to Loanpower Marketplace until full payment is made.
    • In accessing and using Loanpower Marketplace, you must not:
      • use Loanpower Marketplace in any way that breaches any applicable local, national or international law or regulation;
      • use Loanpower Marketplace in a manner that is not permitted by these Terms;
      • impersonate or falsely claim to represent a person or company, post defamatory, infringing, obscene, indecent or unlawful material or information or otherwise use Loanpower Marketplace in a way that is, or is intended to be, unlawful or fraudulent;
      • link to any part of Loanpower Marketplace or frame or use any framing techniques to capture any part of Loanpower Marketplace;
      • use any robot, spider, screen scraping or data mining technologies or any software, programme, algorithm, methodology or any other automated or manual data gathering or extraction tools to obtain, copy, collect or harvest any data, information or content found on Loanpower Marketplace, or use any manual process to copy Loanpower Marketplace or content contained thereon or create derivative works based on Loanpower Marketplace;
      • circumvent or remove any technological protection measure, copy protection measure, security system or any use restriction device in Loanpower Marketplace;
      • access and/or or attempt to access any part of Loanpower Marketplace you are not authorised to, including by passing network firewalls;
      • attempt and/or modify, adapt, translate, sell, reverse engineer, decompile or disassemble any portion of Loanpower Marketplace, including automated tools;
      • post, link to, frame or otherwise distribute any information, material or item which contains a virus, trojan, worm or other harmful or disruptive component; or
      • on-sell or resupply for commercial purposes information obtained from Loanpower Marketplace.
    • You acknowledge that the accessibility and functionality of Loanpower Marketplace requires a connection to the internet. You or your company (as applicable) are responsible for all fees and charges associated with accessing the internet.
  4. Your Account
    • To create an account on Loanpower Marketplace you must complete your registration details in the manner described on Loanpower Marketplace, including providing your name, company name, email address, and phone number. Your account must be verified before it can be activated.
    • Your account is non-transferable and must not be accessed by anyone outside your company.
    • You may not have more than one active account on Loanpower Marketplace whether through a pseudonym, email address or other means. You can update, edit or terminate your account at any time but you cannot transfer your account. You are responsible for ensuring your details are correct and current and for maintaining the confidentiality and secrecy of your password.
    • You must immediately notify us if you become aware that there is or has been an unauthorised access to, or use of, any user login and password or account, or any other security breach relating to an account on Loanpower Marketplace.
    • We reserve the right to terminate your account at any time if in our reasonable opinion you have breached these Terms and to the extent a breach is capable of being remedied, you have failed to remedy such a breach within 14 days of us notifying you of your breach.
  5. Intellectual Property Rights (general)
    • Loanpower Marketplace includes registered trade marks owned by us (or our licensors) and trade marks that are the subject of applications for registration by us (or our licensors). You may not use, copy, or imitate them, either wholly or partially, without our prior written permission.
    • Subject to the limited use rights granted to the User under these Terms, all powers that would otherwise be conferred on users by section 26 of the Trade Marks Act 1995 (Cth) are expressly excluded.
    • You agree to grant us a worldwide, non-transferable, non-exclusive and sublicensable licence to use, copy, modify, create, derivate works of, distribute, publicly display, and otherwise exploit in any manner any of the trade marks that are owned by you or your company (as applicable) (or your licensors) and are made available to us on Loanpower Marketplace for the purpose of providing you access to, and facilitating your use of, Loanpower Marketplace. You represent and warrant that you have all rights, licences, consents and releases necessary to grant us the licence set out in this clause.
    • Copyright in Loanpower Marketplace (including text, graphics, logos, icons, sound recordings and software) is owned, controlled or licensed by us (or our licensors). Other than for the purposes of, and subject to the conditions prescribed under, the Copyright Act 1968 (Cth), and except as expressly authorised by these Terms, you may not in any form or by any means, unless expressly permitted by us:
      • adapt, reproduce, store, distribute, copy, print, display, perform, publish or create derivative works from any part of Loanpower Marketplace; or
      • commercialise any information, products or services obtained from any part of Loanpower Marketplace.
  1. Security
    • We use reasonable efforts to ensure the integrity of Loanpower Marketplace. However, to the extent permitted by law, we do not accept any liability for any loss or corruption of electronically stored data or any damage to any computer system sustained in connection with the use of Loanpower Marketplace.
    • Any information which you transmit to us is transmitted at your own risk, and you must take your own precautions to ensure that the process which you employ for accessing Loanpower Marketplace does not expose you to the risk of computer viruses, disabling codes, worms or other devices or defects which may damage your own computer system. To the maximum extent permitted by law, we do not accept responsibility or liability of any nature for any such Losses, interference or damage which you may sustain as a result of your use of Loanpower Marketplace or any linked website.
    • To the extent there is any integration between Loanpower Marketplace and the User’s IT environment, you or an authorised individual in your company (as applicable), must notify us as soon as you or your company (as applicable) become(s) aware of any actual, or potential, security incident that may affect us, our IT environment or Loanpower Marketplace. You or an authorised individual in your company (as applicable) must provide us with regular updates and any information reasonably requested by us in respect of that security incident, which may include, details of the root cause and management of the security incident and how the security incident may affect
  2. Privacy
    • When setting up your account and when otherwise using Loanpower Marketplace, we collect, use, disclose, store and otherwise handle personal information from you in accordance with our Privacy Policy which includes (but is not limited to):
      • your name, email address, delivery address, telephone number and any supporting correspondence for the purposes of following up issues and for assessing the quality of the services we provide;
      • records of your use of Loanpower Marketplace; and
      • your IP address to assist with the diagnosis and analysis of problems or support issues with Loanpower Marketplace.
    • You consent to any personal information that you provide to us in connection with Loanpower Marketplace, being collected, used, disclosed, stored and otherwise handled by us in connection with the provision of Loanpower Marketplace to you, and otherwise in accordance with our Privacy Policy.
  3. User Data
    • Any information, communications or material which you create or otherwise input into Loanpower Marketplace (“User Data“) must comply with these Terms and all policies, guidelines and directions published by us from time to time.
    • By using Loanpower Marketplace, you automatically grant (or warrant that the owner of such data expressly grants) us a non-exclusive, world-wide, perpetual, royalty-free, irrevocable, transferable and sub-licensable licence to use, reproduce, adapt, copy, modify, communicate, display, publish, perform and distribute User Data. Such licence shall apply with respect to any form, media, or technology now known or later developed. Without limiting the foregoing, you agree that User Data may be:
      • used by us and our sublicensees for purposes including (without limitation) marketing, research and development of goods and services; and
      • edited or removed from Loanpower Marketplace by us or our sublicensees at any time without notice.
    • You warrant that you have a right to post any User Data contributed by you and will not infringe the Intellectual Property Rights of any third party, breach any obligations of confidence or any other law or regulation relating to the User Data.
  4. Confidentiality
    • The parties must keep confidential, and not disclose, any Confidential Information of the other party except:
      • as permitted by these Terms;
      • where the party has obtained the other party’s prior written permission;
      • to the party’s Personnel, professional advisers, subcontractors and insurers but only to the extent that such persons have a need to know the Confidential Information for the purposes of these Terms;
      • where the party is compelled to do so by law or the rules of any stock exchange on which the parties’ or its Related Corporation’s securities are listed, provided that (to the extent permitted by law) it gives the other party written notice prior to disclosure; and
      • in relation to us only, to our Related Corporations but only to the extent that such Related Corporations have a need to know the Confidential Information for the purposes of the provision of Loanpower Marketplace to you.
    • Before disclosure of the other party’s Confidential Information, a party must:
      • in the case of disclosure to the party’s officers and employees, direct such officers and employees to keep confidential all Confidential Information of the disclosing party; or
      • in the case of other persons to whom Confidential Information may be disclosed in accordance with clause ‎1 ‎, procure that such persons agree in writing to comply with no less onerous obligations in respect of the Confidential Information as those imposed on the party under these Terms.
  1. Limitation of Liability
    • This limitation of liability set out in these Terms does not attempt or purport to exclude liability arising under statute (including the Australian Consumer Law (“ACL”)) if, and to the extent, such liability cannot be lawfully excluded.
    • Neither we, nor our affiliates, directors, officers, employees, agents, contractors, successors or assigns will be liable for any damages, costs, Loss or liability arising out of, or in connection with, your use of Loanpower Marketplace or any Third Party Content, including your reliance on information contained on or accessed through Loanpower Marketplace.
    • Except as otherwise stipulated in these Terms, this limitation applies to all and any direct, indirect, consequential, special, exemplary, punitive or other damages or liability that you or others may suffer, as well as damages for loss of profits or revenue, legal costs, loss of use, business interruption, loss of information or data and whether arising in contract, under statute, tort or otherwise in respect of any failure or omission on our part to comply with our obligations as set out in these Terms. Where we cannot exclude liability under the Terms but can limit the liability, our liability is, to the extent permitted by law, limited to any one or more of the following (at our option):
      • supplying Loanpower Marketplace again; or
      • the payment of the costs of supplying Loanpower Marketplace again.
  1. Audit
    • We may audit your access and use of Loanpower Marketplace from time to time in order to ensure that your access and use of Loanpower Marketplace is compliant with these Terms.
  2. Suspension
    • We may suspend your account or restrict, block or disable your access, at any time if:
      • there is a system failure;
      • maintenance or repairs are required to be undertaken which require suspension of your account; or
      • we reasonably believe you are in breach of these Terms.
    • We will use reasonable endeavours to remedy such system failures and undertake such maintenance or repairs as soon as reasonably practicable.
  3. Termination
    • We may terminate these Terms, including your account or access to Loanpower Marketplace at any time, in our sole discretion by giving you at least 30 days’ prior written notice.
    • You may terminate these Terms including your account or access to Loanpower Marketplace by giving 30 days’ prior written notice to us.
    • The obligations and rights in clauses ‎3, ‎5 and ‎9 of these Terms, together with any other provisions that by their nature are intended to survive the termination or expiry of these Terms, will continue in full force and effect after the expiry or termination of these Terms.
  4. Disputes
    • The parties must first attempt to resolve any claim or dispute arising out of or relating to the Terms in an amicable manner by mutual agreement in the first instance and, in failing mutual agreement, by mediation with a mutually acceptable mediator based in Sydney, Australia, prior to commencing any legal action.
  5. General
    • This document will be governed by and construed in accordance with the laws in force in New South Wales, and the parties unconditionally submit to the jurisdiction of the courts of New South Wales.
    • This document may consist of a number of copies, each signed by one or more parties to the document. If so, the signed copies are treated as making up the one document.
    • If any provision of these Terms is found to be invalid, unenforceable or illegal for any reason, such provisions will be deemed deleted and the remaining provisions will remain in full force and effect.
    • If we waive any rights available to us under these Terms on one occasion, this does not means that those rights will automatically be waived on any other occasion.
    • You must not transfer, assign or delegate any of your rights or obligations under these Terms to anyone else without our consent. We may assign, novate or otherwise delegate all or any of our rights or obligations under these Terms to any person or entity, and this clause records your agreement to the replacement of us as a party to these Terms with any other person or entity without further notice to you.
  6. Contact
    • If you have any queries, issues or complaints about these Terms or Loanpower Marketplace, please contact us at info@loanpower.com.au.
  7. Defined terms

Confidential Information means information of a confidential nature including information about a party’s business, operations, strategy, administration, technology, affairs, clients, customers, employees, contractors or suppliers, but does not include any information which, without a breach of these Terms,:

  • is, or becomes generally available in the public domain;
  • was already in the recipient’s lawful possession prior to disclosure in connection with these terms and conditions;
  • has been independently developed or acquired by the recipient; or
  • the recipient develops independently.

Intellectual Property Rights means all intellectual property rights in Australia and throughout the world, including:

  • patents, copyright, rights in circuit layouts, registered designs, trade or service marks, trade, business or company names, logos and indication of source or appellation of origin;
  • any application or right to apply for registration of, or assert or waive, any of the rights referred to in paragraph (a); and
  • trade secrets, ideas, concepts, materials, know-how and techniques.

Loss means any loss, damage, liability, charge, expense, outgoing, cost, fine, payment (including all legal and other professional costs on a full indemnity basis) of any nature.

Personnel of a party means its employees, officers, contractors, agents and representatives.

Related Corporation in relation to a body corporate means any body corporate which under section 9 of the Corporations Act 2001 (Cth) is a related body corporate of that body corporate.

Third Party Content has the meaning given to it in clause ‎2.1‎(c).