๐Ÿ“–Terms of Service

  1. Our Disclosures

Our complete terms and conditions (Terms) are contained below, but some important points for you to know before you use our Platform are set out below:

  • to the maximum extent permitted by law, any payments made by you to us including the Service Fee is non-refundable;

  • our liability under these Terms is limited to us resupplying the Services to you or in our sole discretion, to us repaying you the amount of the Service Fees, and we will not be liable for Consequential Loss, any Liability caused or contributed to by, arising from or connected with your acts or omissions, any aspect of your interaction with any other use including any transaction relating to an Asset, any Third Party Services, any fluctuations or volatility or changes in any applicable digital asset market, the Platform being unavailable for whatever reason, and any event outside of our reasonable control;

  • You agree to indemnify us for any Liability we incur due to your breach of the Acceptance and Platform Licence clauses, Representations and Warranties clause, and the Intellectual Property clause of these Terms; and

  • we will handle your personal information in accordance with our Privacy Policy.

Nothing in these terms limit your rights under the Australian Consumer Law.

  1. Introduction

    1. Welcome to the Sunflower Land! Sunflower Land is a community-driven metaverse where you can play or contribute to our Play-and-Own crypto game on the Polygon blockchain (Platform). You can farm, chop, mine, and craft collectibles as non-fungible tokens (NFTs) and semi-fungible tokens (SFTs), collectively Game Assets, and trade your Game Assets on secondary digital asset trading exchanges or platforms such as OpenSea, using our native fungible token (SFL Token). You can also contribute to the Platform as a designer or engineer (Contributor). Before you continue using our Platform, please read these Terms.

    2. These Terms are entered into between Thought Farm Pty Ltd ABN 94 656 309 616 (we, us or our) and you, together the Parties and each a Party.

    3. In these Terms, you means the person or entity registered with us as an Account holder.

    4. These Terms govern your access to, use of, and interaction with our Platform, including any content, functionality, and services offered on or through the Platform (Services), as well as your interactions on any third party platforms including our community channels on Discord. These Terms supplement and incorporate our Privacy Policy.

    5. If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entityโ€™s personnel to these Terms.

  2. Acceptance

    1. You accept these Terms by creating an Account or using the Platform or the Services.

    2. We require all users to be at least 18 years old. If you are at least 18 years old but under 18 years old, you may only use the Platform through a parent or guardianโ€™s Account and with their approval and oversight. That Account holder is responsible for your actions using the Account. It is prohibited to use our Service if you are under 13 years old. By accessing or using the Platform, you represent and warrant that you are of legal age, in the jurisdiction which you access the Platform, to enter into a binding contract with us. If you do not meet these requirements, you must not access or use the Platform or the Services.

    3. We may amend these Terms and any feature or aspect of the Platform at any time, by providing written notice to you. By clicking โ€œI acceptโ€ or continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may terminate these Terms in accordance with the Termination clause.

    4. If you access or download our mobile application from (1) the Apple App Store, you agree to any Usage Rules set forth in the App Store Terms of Service or (2) the Google Play Store, you agree to the Android, Google Inc. Terms and Conditions including the Google Apps Terms of Service.

    5. We may use other APIs including MetaMask, Discord, and Github APIs to provide the Services to you and enhance the user experience on the Platform. Your use of any third party API is subject to their terms of use.

  3. Platform Licence

    1. Subject to your compliance with these Terms and any reasonable direction given by us to you, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable and non-sublicensable licence to use our Platform in accordance with these Terms. All other uses are prohibited without our prior written consent.

    2. If any software, content, or other materials owned by, controlled by, or licensed to us is distributed or made available to you as part of your use of the Platform, we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content, and materials provided to you as part of the Platform (and right to download a single copy of the software onto your applicable equipment or device), in each case for the sole purpose of enabling you to use the Platform as permitted by these Terms, provided that, if applicable, your licence in connection with any NFT is solely as set forth by the applicable seller or creator of such NFT.

    3. We are not a wallet provider, exchange, broker, financial institution, or creditor. We do not have custody or control over the NFTs or blockchains you are interacting with and we do not execute or effect purchases, transfers, or sales of NFTs.

    4. You understand and agree that we only make available the Platform and associated services that we may offer from time to time. We are not party to any agreement entered into between any user of the Platform and any other secondary digital asset trading exchange or platform, and we have no control over the conduct of any user of the Platform. You bear full responsibility for verifying the identity, legitimacy, and authenticity of NFTs that you may purchase on any digital asset trading exchange or platform, and we make no claims about the identity, legitimacy, functionality, or authenticity of users or NFTs (and any content associated with such NFTs) visible on the Platform.

  4. Services

    1. In consideration for your payment of the Fees, we agree to provide you with access to the Platform, the support services as detailed in this section, and any other services we agree to provide as set out in your Account.

    2. We agree to use our best endeavours to make the Platform available at all times. However, from time to time we may perform reasonable scheduled and emergency maintenance, and the Platform may be unavailable during the times we are performing such maintenance.

    3. Should you be unable to access the Platform, or should you have any other questions or issues impacting on your use and enjoyment of the Platform, you must place a request via the help desk, over the phone, via email etc. We will endeavour to respond to any support requests in a reasonable period.

    4. You acknowledge and agree that the Platform may be reliant on, or interface with third party systems that are not provided by us (for example, open source documentation providers, open source software and code providers, cloud storage providers, blockchain data hosting providers, digital asset wallet providers, community platform providers, and internet providers) (Third Party Services). To the maximum extent permitted by law, we shall have no Liability for any Third Party Services, or any unavailability of the Platform due to a failure of the Third Party Services.

    5. You acknowledge and agree that data loss is an unavoidable risk when using any software. To the extent you input any data into the Platform, you agree to maintain a backup copy of any data you input into the Platform.

    6. To the maximum extent permitted by law, we shall have no Liability to you for any loss or corruption of data, or any scheduled or emergency maintenance that causes the Platform to be unavailable.

  5. Your Account

    1. You must register on the Platform and create an account (Account) to access the Platformโ€™s features by linking your MetaMask digital asset wallet to the Polygon blockchain.

    2. Once you have registered an Account, your Account information will be used to create a profile which you may then curate.

    3. All personal information you provide to us will be treated in accordance with our Privacy Policy.

    4. You are responsible for keeping your Account details confidential and you will be liable for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of any unauthorised use or compromise of your Account.

    5. We will review your request for an Account before approving the request. We may request additional information for the purpose of identity verification and our compliance with relevant laws. If you do not provide us with information we reasonably request, we may refuse to create an Account for you. If you provide us with any information which indicates you are not a fit and proper person to be provided with an Account, we may refuse to provide you with an Account, in our sole discretion.

    6. By using your connected MetaMask wallet in connection with the Platform, you agree that you are using that wallet under MetaMaskโ€™s terms and conditions. We have no affiliation with MetaMask and no responsibility for your wallet. You are solely responsible for keeping your MetaMask wallet secure and you should never share your MetaMask wallet credentials or seed phrase with anyone.

    7. If you discover an issue related to your MetaMask wallet, please contact MetaMask. Likewise, you are solely responsible for your Account and we are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or MetaMask wallet being compromised. You agree to immediately notify us if you discover or otherwise suspect any security issues related to the Platform, your Account or your MetaMask wallet.

    8. We may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of these Terms.

    9. Your access and use of the Platform may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Platform or other actions that we, in our sole discretion, may elect to take.

  6. Using the Platform

    1. Subject to these Terms any information or requirements on the Platform and any relevant third-party terms, you may use the Platform to:

  7. create, buy, sell, transfer, swap, mint and publish Game Assets, including land parcels (Farms) in connection with which you may mint and publish Game Assets (collectively, Assets), which can be used on the Platform for game-making purposes, and published and transacted on the Platform or any other interoperable digital asset trading exchange or platform such as OpenSea;

  8. trade your Game Assets with other users on the Platform where applicable;

  9. interact with other users via the chatroom on the Platform (Pumpkin Plaza);

  10. provide liquidity to assist the Platform by providing SFL Tokens; and/or

  11. contribute to the Platform as a Contributor in collaboration with us and with our approval (Contributions).

    1. You acknowledge and agree that your use, access to and ownership of the Land is subject to these Terms and that we may revoke your use, access to and ownership of the Land at our absolute discretion.

    2. You may only have up to 1 Account and up to 1 farm per Account.

    3. You may make your Asset available to users of the Platform in compliance with these Terms.

    4. You agree to the royalty fee coded in each NFT for sale on a secondary digital asset trading exchange or platform and waive any rights you may have in relation to such royalty fee.

    5. Subject to clause 7.5, you are responsible for any transactions in connection with your Assets including any pricing and you acknowledge and agree that we are not responsible for any aspect of such transactions.

    6. When using the Platform, you must not do or attempt to do anything that is unlawful or inappropriate, including:

  12. anything that would constitute a breach of an individualโ€™s privacy (including uploading private or personal information without an individual's consent) or any other legal rights;

  13. connect a digital asset wallet or blockchain address that is being investigated by any regulatory authority or third party;

  14. using the Platform to defame, harass, threaten, menace or offend any person;

  15. tampering with or modifying the Platform (including by transmitting viruses and using trojan horses);

  16. using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform; or

  17. facilitating or assisting a third party to do any of the above acts.

    1. As a Contributor, you are responsible for ensuring that Contributions comply with any applicable laws, agreements or terms, and third party rights, including but not limited to any Intellectual Property Rights, privacy rights and publicity rights and accept and agree to the Individual Contributor Licence Agreement attached to these Terms.

  18. If we deem that a player has knowingly exploited the game in a way which was not in its true design and has failed to alert mods/cms, we hold the ability to take any action towards the player's account along with Discord roles or other

In-Game Trading

  1. You may use the Platform to trade certain Game Assets with other users in exchange for SFL Tokens (In-Game Trading) on our server (and not on the blockchain).

  2. A transaction fee will be charged for all In-Game Trades.

  3. Users on VIP pass will get access to unlimited free trades.

  4. Certain Game Assets may be converted back to certain cryptocurrencies as long as they remain within the Platform. Available Games Assets and cryptocurrencies will be displayed on the Platform from time to time. You can only obtain a maximum of 100 of any given cryptocurrency per day.

  5. We may, at our absolute discretion, amend, remove, update or limit the In-Game Trading feature at any time.


  1. You may use the Platform to sell your Game Assets, SFL Tokens or block bucks (Auctions).

  2. Bidders may place bids using any combination of Game Assets, SFL Tokens or block bucks they have available. The highest valid bid at the close of the auction wins the Auction.

  3. All Auctions are final and items cannot be returned or exchanged once a winning bid has been accepted.

  4. Winning bidders must pay the full amount within 24 hours of the auction close to the sellerโ€™s account or specified wallet address (as applicable). Sellers must provide the Game Asset, SFL Token or block buck (as applicable) to the winning bidder within 24 hours of the auction close..

  5. We are not a party to any transaction between sellers and bidders in any Auction and we will not be liable for the conduct of either party.

  6. Auctions may be cancelled at our discretion if required. We also reserve the right to modify, suspend or terminate this Auction service at any time.

  7. Sellers may set a reserve price for their Auction. An Auction will be passed in if the reserve price is not met

  8. Further information on Auctions is available here.


  1. You, as a developer and contributor, can create, innovate and collaborate on, virtual spaces within the Platform (Portals).

  2. If you develop, create or use Portals, the Portal Guidelines (available here) will be part of these Terms.


  1. You must transact on the Platform with digital assets including cryptocurrency using your connected MetaMask wallet.

  2. You acknowledge you will need to have sufficient digital assets in your MetaMask wallet to use the Platform, and agree to pay:

  3. a sign-up free on creation of your Account (Sign-Up Fee);

  4. a fee to a charity you choose as set out on the Platform on creation of your Account (Donation);

  5. a transaction fee for every on-chain transaction or interaction including Sync On Chain, you make on the Platform (Gas Fee); and/or

  6. a withdraw fee for withdrawing Assets or the SFL Token to your linked MetaMask wallet (Withdraw Fee),

(together, the Fees).

    1. You acknowledge and agree your transactions on the Platform including the purchase or sale of Assets, will be carried out on a blockchain network via a compatible third-party wallet and browser, and may be subject to volatility and fluctuations in price, which we have no control, responsibility or liability in connection with and we are not able to reverse any transactions.

    2. Despite anything to the contrary and to the maximum extent permitted by law, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions in connection with your use of the Platform.

    3. To the extent permitted by law, the Fees are non-refundable and non-cancellable once paid.

    4. You are solely responsible for determining what, if any, taxes apply to transactions you participate in on the Platform. We are not responsible for determining the taxes that apply to you. Unless the Platform expressly says otherwise, we make no representation that any amount that is paid to a nominated Impact Partner is a tax-deductible donation.

  1. Ownership of Assets

    1. Except as otherwise set out in these Terms, and unless you trade your Assets with other users as outlined on the Platform, you remain the owner of your Assets at all times.

    2. By using the Services, you grant us a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sub-licensable, transferable right and licence to use, reproduce, publicly display, distribute and adapt the published Assets for the purposes of developing, distributing, providing, improving, and promoting the Services, our activities, and your published Assets.

    3. When you publish an Asset and make it available for sale in a secondary digital asset trading exchange or platform such as OpenSea, you agree that we retain ownership of all Intellectual Property Rights including any copyright associated with such Asset in accordance with the SPDX license type specified in the Asset.

  2. Communications

By creating an Account, you consent to receive electronic communications from us (including on the Platform, via email, text messages, or other types of messages). These communications may include notices about your Account and are part of your relationship with us. [We may also send you promotional communications via email we think will be of interest to you.] You understand that you are not required to provide this consent as a condition of using the Platform and you may opt out of these communications through the Platform or through your mobile deviceโ€™s operating system (with the possible exception of important service announcements and administrative messages) by following the instructions provided.

  1. Intellectual Property

    1. As between the Parties, all Intellectual Property (including copyright) developed, adapted, modified or created by or on behalf of us including any Contributions (including in connection with the Terms and any content on the Platform) (Our Intellectual Property) will at all times vest, or remain vested, in us.

    2. We authorise you to use Our Intellectual Property subject to these Terms and solely for the purpose of your use and enjoyment of the Platform.

    3. You must not, without our prior written consent:

  2. copy, in whole or in part, any of Our Intellectual Property;

  3. reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or

  4. infringe any Intellectual Property Rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property (unless in accordance with the Individual Contributor Licence Agreement), causing any of Our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.

    1. Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property on your social media platform, provided that:

  5. you do not assert that you are the owner of Our Intellectual Property;

  6. unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;

  7. you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and

  8. you comply with all other terms of these Terms.

    1. This clause will survive the termination or expiry of these Terms.

  9. Feedback

If you provide us with any feedback or suggestions regarding the Platform (Feedback), you assign to us all rights in such Feedback and agree that we shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You must not submit to us any information or ideas that you consider to be confidential or proprietary.

  1. Representations and Warranties

    1. You represent, warrant and agree that you will not:

  2. violate, infringe or breach or encourage or induce the violation of, infringement of or breach of any law, contract, Intellectual Property Right or other third party rights, and that you are solely responsible for your conduct and content, while accessing or using the Platform;

  3. use or attempt to use another userโ€™s Account without authorisation from such user;

  4. access the Platform from a different blockchain address if weโ€™ve blocked any of your other blockchain addresses from accessing the Platform, unless you have our written permission first;

  5. distribute spam, including through sending or airdropping unwanted NFTs to other users;

  6. use the Platform โ€“ including through disseminating any software or interacting with any API โ€“ that could damage, disable, overburden, or impair the functioning of the Platform in any manner;

  7. use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorised by us to access the Platform, extract data, or otherwise interfere with or modify the rendering of Platform pages or functionality;

  8. reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Platform, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Platform;

  9. make any attempt to circumvent our fee systems;

  10. use the Platform or data collected from the Platform for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing);

  11. use the Platform for money laundering, terrorist financing, or other illicit finance;

  12. use the Platform from a country sanctioned by the government of the United States or Australia or to facilitate transactions involving individuals sanctioned by the government of the United States or Australia or located in sanctioned countries;

  13. use the Platform to create, sell, or buy NFTs or other items that give owners rights to participate in an initial coin offering (ICO) or any securities offering, or that are redeemable for or constitute securities, commodities, financial instruments or financial products as defined under applicable Australian laws;

  14. use the Platform to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorisation, and/or any other illegally obtained items;

  15. use the Platform for any illegal or unauthorised purpose, including creating or displaying illegal content, such as content that may involve child sexual exploitation, or encouraging or promoting any activity that violates these Terms;

  16. you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;

  17. there are no legal restrictions preventing you from entering into these Terms;

  18. all information and documentation that you provide to us in connection with these Terms is true, correct and complete;

  19. you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms;

  20. if you sell an Asset on a digital asset trading exchange or platform, you are responsible for complying with all laws, rules and regulations which apply to your Asset;

  21. use the services in a manner that:

  22. is likely to interrupt, suspend, slow down or hinder the continuity of the Platform;

  23. constitutes an intrusion or attempt to break into the Platform or our computer or networking systems;

  24. will divert of the Platformโ€™s system resources;

  25. may place a disproportionate load on the infrastructure of the Platform; and

  26. constitutes an attack on security and authentication measures of the Platform or our computer or networking systems; or

  27. intrude into a third partyโ€™s computer system, engage in any activity that may damage, control, interfere with or intercept all or part of a third partyโ€™s computer system and violate its integrity or security, or otherwise transmit any materials or content that is harmful for third party information systems (including but not limited to viruses, worms, Trojans).

  28. Consumer Protection

    1. Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Platform by us to you which cannot be excluded, restricted or modified (Consumer Law Rights).

    1. If the ACL applies to you as a consumer, nothing in these Terms excludes your Consumer Law Rights as a consumer under the ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.

    2. If any other consumer protection laws apply to you as a consumer, nothing in these Terms will prejudice your Consumer Law Rights, and any exclusions and limitations in these Terms will apply only to the extent permitted by the laws of the relevant jurisdiction.

    3. Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.

    4. This clause will survive the termination or expiry of these Terms.

  1. Exclusions to liability

    1. Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:

  2. your acts or omissions;

  3. any use or application of the Platform by a person or entity other than you, or other than as reasonably contemplated by these Terms;

  4. any aspect of your interaction with any other user including any transaction relating to an Asset;

  5. any Third Party Services;

  6. any fluctuations or volatility or changes to any applicable digital asset market;

  7. the Platform being unavailable for whatever reason; and/or

  8. any event outside of our reasonable control.

    1. You agree to indemnify us for any Liability we incur due to your breach of the Acceptance and Platform Licence clauses, Representations and Warranties clause, and the Intellectual Property clause of these Terms.

    2. This clause will survive the termination or expiry of these Terms.

  9. Limitations on liability

    1. To the maximum extent permitted by law:

  10. neither Party will be liable for Consequential Loss;

  11. each Par

  12. our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us resupplying the Services to you or, in our sole discretion, to us repaying you the amount of the Service Fees relevant to the Liability.

    1. This clause will survive the termination or expiry of these Terms.

  13. Termination

    1. Your Account and these Terms may be terminated by you at any time, using the โ€˜cancel Accountโ€™ functionality (or similar) in the Account page section of your Account settings.

    2. These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

  14. the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or

  15. the Defaulting Party is unable to pay its debts as they fall due.

    1. Should we suspect that you are in breach of these Terms, we may suspend your Account while we investigate the suspected breach.

    2. Upon expiry or termination of these Terms:

  16. we will remove your access to the Platform;

  17. we will immediately cease providing the Services to you;

  18. you agree that and to the maximum extent permitted by law, any payments made by you to us (including any Service Fees) are not refundable to you; and

  19. where we terminate the Terms under clause 17.2, you also agree to pay us our reasonable additional costs directly arising from such termination.

    1. Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.

    2. This clause will survive the termination or expiry of these Terms.

  20. Right to monitor, moderate or remove

    1. You agree that you bear all risks associated with your Assets.

    2. You are solely responsible for safeguarding your Assets, and we have no duty to store copies or back-ups of Assets for future availability to you or any user except as otherwise provided under these Terms.

    3. We may remove Assets from the Platform, in whole or in part, without prior notice, for any reason or for no reason at all.

    4. Without limiting our right to terminate an Account pursuant to these Terms, we may terminate the Account of any user of the Platform who has been notified of infringing activity and/or has had Assets removed from the Platform.

  21. General

    1. Assignment: Subject to clause 19.2, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

    2. Disputes: In relation to a dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) between you and us, a Party may not commence court proceedings relating to a Dispute without first meeting with the other Party to seek (in good faith) to resolve the Dispute

If you are a person in Australia: If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

If you are a person outside of Australia: If the relevant Parties are unable to resolve the Dispute or agree on an alternate method to resolve the Dispute, the Dispute may be referred by either Party (by notice in writing to the other Party) to arbitration in accordance with the Australian Centre for International Commercial Arbitration (ACICA) rules. Once a Dispute has been referred to the ACICA, the Parties agree to be bound by the decision of the ACICA. The seat of arbitration shall be Sydney, Australia. The language of the arbitration shall be English. The number of arbitrators shall be one. The costs of the arbitration will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

  1. Entire Terms: Subject to your Consumer Law Rights, these Terms contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms, and these Terms supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

  2. Governing law: This Agreement is governed by the laws of New South Wales, Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales, Australia and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

  3. Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

  4. Privacy: Each Party agrees to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.

  5. Publicity: You agree that we may advertise or publicise the broad nature of our supply of the Services to you, including on our website or in our promotional material.

  6. Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

  7. Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

  8. Third party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Platform, such third party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform (Affiliate Link) or for featuring certain products or services on the Platform. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Platform, or which (if any) third party links are Affiliate Links.

  9. Definitions

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

Intellectual Property means any domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

Sunflower Land Individual Contributor Licence Agreement

  1. Acceptance

    1. Thank you for your interest in contributing to Sunflower Land operated by Thought Farm Pty Ltd (ABN 94 656 309 616) (Sunflower Land, we, our or us). In order to clarify the intellectual property licence and rights granted with Contributions from any person or entity, you agree to enter into and be bound by this contributor licence agreement (Agreement) in accordance with the terms below (Licence). This Licence is for your protection as a Contributor as well as the protection of the Sunflower Land and its users; it does not change your rights to use your own Contributions for any other purpose.

    2. You accept and agree to the following terms and conditions for your present and future Contributions submitted to the Sunflower Land by either confirming in writing of your acceptance of this Agreement or by submitting Contributions to us. Except for the Licence granted here to the Sunflower Land and users of the Sunflower Land, you reserve all right, title, and interest in and to your Contributions.

  2. Definitions

You or your means the copyright owner or legal entity authorised by the copyright owner that is entering into this Agreement with us.

Contribution means any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by you to us for inclusion in, or documentation of, any of the products owned or managed by us (Work). For the purposes of this definition, submitted means any form of electronic, verbal, or written communication sent to us or our representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Sunflower Land for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by you as Not a Contribution.

  1. Grant of Copyright Licence

Subject to the terms of this Agreement, you grant to us and to the users of the Sunflower Land, a perpetual, worldwide, non-exclusive, no-charge, royalty-free, sublicensable, transferable and irrevocable copyright licence to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute your Contributions and such derivative works.

  1. Grant of Patent Licence

Subject to the terms of this Agreement, you grant to us and users of the Sunflower Land, a perpetual, worldwide, non-exclusive, no-charge, royalty-free, sublicensable, transferable and irrevocable (except as stated in this section) patent licence to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such licence applies only to those patent claims licensable by you that are necessarily infringed by your Contribution(s) alone or by combination of your Contribution(s) with the Work to which such Contribution(s) was submitted. If any entity institutes patent litigation against you or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that your Contribution, or the Work to which you have contributed, constitutes direct or contributory patent infringement, then any patent licences granted to that entity under this Agreement for that Contribution or Work shall terminate as of the date such litigation is filed.

  1. Authorisation

You represent that you are legally entitled to grant the above licence. If your employer(s) has rights to intellectual property that you create that includes your Contributions, you represent that you have received permission to make Contributions on behalf of that employer, that your employer has waived such rights for your Contributions to us, or that your employer has executed a separate licence agreement with us.

  1. Original Creation

You represent that each of your Contributions is your original creation (see section 8 for submissions on behalf of others). You represent that Your Contribution submissions include complete details of any third-party licence or other restriction (including, but not limited to, related patents and trademarks) of which you are personally aware and which are associated with any part of your Contributions.

  1. No Support Obligation

You are not expected to provide support for your Contributions, except to the extent you desire to provide support. You may provide support for free, for a fee, or not at all. Unless required by applicable law or agreed to in writing, you provide your Contributions on an "as is" basis, without warranties or conditions of any kind, either express or implied, including, without limitation, any warranties or conditions of title, non-infringement, merchantability, or fitness for a particular purpose.

  1. Licensed Works

Should you wish to submit work that is not your original creation, you may submit it to us separately from any Contribution, identifying the complete details of its source and of any licence or other restriction (including, but not limited to, related patents, trademarks, and license agreements) of which you are personally aware, and conspicuously marking the work as "Submitted on behalf of a third-party: [named here]".

  1. Notification

You agree to notify us of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect.

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