Yes, these may be boring but a must.
Yes, these may be boring but they are a must.
1. APPLICABILITY OF AGREEMENT
(d) You will be considered to be engaged with the Platform by:
(1) completing the Online Form;
(2) connecting your digital wallet to the Platform;
(3) accessing the Platform and any of the services available through the Platform. (together Engagement or Engage)
(e) Our internal records will be conclusive evidence of the Tokens issued to you.
2. PLATFORM ACCESS
(a) The Platform is available at the Website.
(b) You will not need to create an account, but you will be required to connect a Third Party Wallet and fill out an Online Form
(c) The Platform will set out the process to connect a Third Party Wallet. If Engagement involves transacting any Digital Assets, an additional Wallet Verification Procedure may be required.
(d) You acknowledge and agree the Platform is provided for your personal, non-commercial use only.
(e) You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, licence, commercially exploit, create derivative works from, transfer, or sell any content, software, products or services contained within or derived from the Platform without prior written approval.
(f) You may not use the Platform, or any of our content, to further any commercial purpose, including any advertising or advertising revenue generation activity on your own website without express, prior written consent.
(g) While we endeavour to ensure the Platform is available 24 hours a day, we are not under any obligation to do so, and will not be liable to you if the Platform is unavailable at any time or for any period. Your access to the Platform may also be restricted at our discretion.
(h) No data transmission over the internet can be guaranteed as totally secure. Whilst we strive to protect such information, we do not warrant and cannot ensure the security of any information which you transmit to us.
(i) Any information which you transmit to us is transmitted at your own risk. Once we receive your transmission, we will take reasonable steps to preserve the security of such information.
3.1. Creating Tokens
(a) Users of the Platform are able to create cryptographic tokens by completing the Online Form, subject always to our sole discretion to process the application.
(b) By completing the Online Form, you agree and accept our Fee Structure which continues even after the Tokens have been issued to you.
(c) We retain the right to accept, reject, or request a modification of your project if we, in our sole discretion, consider it to not be an appropriate project for any reason. These reasons include, but are not limited to:
(1) the Token appears similar to a recognised financial product and by issuing the Token you may be dealing in a financial product as defined in Corporations Act 2001 (Cth) (Corporations Act);
(2) when completing the Online Form, you have not described the project with sufficient detail or clarity so as to provide us with a reasonable opportunity to understand the purpose of the Token;
(3) potential trademark infringement, copyright or defamation claims, breaches of the Corporations Act, the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (AML/CTF Act), or other regulation;
(4) the Tokens being used in a project or in any other way that is offensive, racist, homophobic, or discriminatory in any way which we deem to be misaligned with our values; or
(5) the project is out of our capabilities and undertaking the project would not be in our best interests.
(d) Following the creation of the Tokens, we may send you a confirmation with:
(1) the number of Tokens created;
(2) the functions or utility of the Tokens;
(3) our Fees.
3.2. Delivery of Tokens
(a) users must complete the online form with sufficient detail for the project to be processed by us. Users will not have to transfer us any money as consideration for the Tokens.
(b) Upon completion, the entire amount of the Tokens will be transferred into a designated digital wallet nominated by you in writing.
(c) All right, title and interest in the Tokens will vest in you when you create the Tokens, save for our fees.
3.3. Fee Structure
(a) In submitting an Online Form for the development of your project, you agree to our Fee Structure.
(b) Our fees are deducted from every transaction of the Tokens once they have been issued to you. Our fees cannot be excluded from any transaction of the Tokens.
(c) The fees are deducted in accordance with the following structure:
(1) a 2% fee in the first 72 hours of the project being launched; and
(2) a 1% fee thereafter.
(d) We retain the right to amend, update or otherwise alter our Fee Structure as we see fit, however, any updated Fee Structure will only apply to projects made available after the date the Fee Structure has been amended, updated or otherwise altered and not applied retrospectively.
3.4. Token Disclaimer
(a) Unless otherwise prohibited at law, our aggregate liability for the Tokens created (whether under contract, in tort, under statute or otherwise at law or in equity) is limited to our obligations under the Engagement and we will not be liable whether directly or indirectly for any Loss, Claim, proceeding, charge or any other issue arising out of your use of the Tokens whether in the ordinary course of your business or in your personal capacity.
(b) By Engaging with the Platform you wholly understand and accept that PROOF Platform provides a set of tools to facilitate the creation of tokens by you and for your use only and the Platform (or its Personnel) is not responsible for the Tokens in any way and any Loss, Claim, proceeding, charge or any other issue arising is your sole responsibility pursuant to the relevant laws and regulations of the jurisdiction of which you currently reside.
(c) For the avoidance of doubt, we will not be responsible in any way for the Tokens deployment, configuration, functionality, lifecycle or transfer. The relevant laws and regulations of your jurisdiction will not extend to us as the platform which facilitates the creation of these Tokens insofar as liability is able to be excluded at law.
4. FUNDS AND TOKEN TRANSFER PROTOCOL
(a) If you transfer the Tokens to another party in connection with Engagement with the Platform, or when using the services of the Platform in any way (Token Transfer), you must strictly follow any Wallet Verification Procedure prior to participating in the transfer of the Token.
(b) You acknowledge and agree you must strictly follow the Wallet Verification Procedure to facilitate the delivery of your Token;
(1) release us from any Claim for any Loss howsoever arising in connection with the loss of the Tokens as the subject of the transfer; and
(2) indemnify us and our Personnel from any Loss or damage we suffer, including legal costs on an indemnity basis, in relation to any Claim in connection with the non-compliance with the Wallet Verification procedure.
(d) In undertaking the Wallet Verification Procedure you acknowledge that we are entitled to rely on any information provided in accordance with the Wallet Verification Procedure.
5.1. Termination with Cause
(a) By us if any warranties in clause 6.1 are breached; or
5.2. Effect of Temination
6.1. User Warranties
You warrant and assure us that:
(a) you are sufficiently experienced in the operation of Third Party Wallets;
(b) you are the creator and issuer of your Token;
(c) any Engagement with the Platform where you use a Third Party Wallet is undertaken at your own risk and that we will not be liable for any Loss of any kind including Loss of profits, expectation or opportunity, consequential loss, direct or indirect Loss of any kind and including any Loss of Digital Assets from your Third Party Wallet arising from any breach of security or unauthorised access or unexpected operation of any smart contracts forming part of the Platform;
(d) none of the activity in which you Engage with the Platform is derived from or for any illegal or unlawful purpose. You will substantiate the source of, or purpose of, interactions with the interface if requested by us;
(e) you are the lawful owner of each Third Party Wallet and each Third Party Wallet is owned and operated solely for your benefit, and no other person or entity has any right, title or interest in any Third Party Wallet;
(f) you are 18 years of age or over and have full legal capacity to access the Platform under the laws of Australia or the laws of the jurisdiction in which you reside, if you are below 18 years old, you may not access the Platform under any circumstances, and you represent and warrant to us that you will not use access the Website or use the Platform if you are under the age of 18.
(g) you have sole control of any third party communication channel used to communicate with us and you have secured the password(s) and credentials for accessing that third party service;
(h) you will only use the Platform for lawful purposes. You warrant you will not do any act that we, acting reasonably, consider to be inappropriate, or which is unlawful or prohibited by any laws applicable to the Platform, including but not limited to any act which would constitute a breach of privacy, using the Platform to defame or libel us, our employees or any other person;
(i) you will not reverse engineer the code contained in the Platform or upload files which contain viruses or malware which may cause damage to our property or the property of other individuals or post or transmit to the website any material which has not been authorised, including material which is, in our sole opinion, likely to cause annoyance, or which is racist, defamatory, obscene, threatening, pornographic, or otherwise or which is detrimental to or in violation of our security protocols;
(j) you will not damage, disrupt, interfere with or misuse the Platform, including by data mining, hacking, data harvesting or scraping, the launching of any automated program or script including web crawlers, web robots, web indexers, bots, viruses or worms or any program, which makes multiple server requests per second or impairs the operation and/or performance of the Platform, or using similar data gathering or performance reducing tools in respect of the Platform;
(k) you will not use the Platform in any way by creating a Token that may be deemed to be a ‘financial product’ under the meaning of the Corporations Act, or otherwise include such features in any Token that provides a facility which, or through the acquisition of which, a person may make a financial investment, manage financial risk, or make non-cash payments, and you sufficiently understand the legal meanings, implications and risks of creating any Token which is or does any of these things;
(m) If your country or region belongs to a jurisdiction which specifically prohibits digital asset transactions or dealing with cryptographic tokens in any forms, you will not stop use of the services of the Platform, you are not entitled to use the Platform if:
(1) You are a citizen or resident of Cuba, Iran, North Korea, Sudan or Syria or any other country subject to US embargo, UN sanctions, the HM financial sanctions regime, or if you are on the list of specific citizens by the US Ministry of Finances or the list of people denied by the US Ministry of Trade, a non-verified list, the financial sanctions regime of the Ministry of Finances; or
(2) you intend on supplying any digital asset purchased or stored to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to US embargo or the HM financial sanctions regime (or to a citizen or resident of any of these countries), or to a person on the list of specific persons, the list of denied persons, the non-verified list, the list of entities of the financial sanctions regime of HM.
(n) all information supplied by you is true and accurate as at the time it is given, and that any Wallet Address you provide has been generated in accordance with best practice security measures and no other party, other than you or your authorised representative, has used, or has access to, the seed phrases, private keys or analogous passwords required to effect transfers from, the Third Party Wallets;
(o) as far as you are aware, there are no facts, circumstances or other information which:
(2) is of such nature and materiality that a reasonable person, had they been made aware, could not reasonably be expected to offer these services;
(p) you are not involved in any capacity in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration (nor which are pending or threatened); and
6.2. Continuous Warranties
(a) You must disclose to us anything that has or will constitute a material breach of any warranty under clause 6.1, or cause any warranty under clause 6.1 to be untrue or inaccurate, as soon as practicable after you become aware of it.
6.4. Mutual Warranties
Each party warrants and assures the other party that:
(a) If a legal entity:
(1) it is duly incorporated and validly exists under the law of its place of incorporation; and
(2) it is not subject to an Insolvency Event;
(b) If an individual or a legal entity:
(1) the execution and delivery of this agreement has been properly authorised by all necessary action of each party; and
(2) this agreement constitutes a legal, valid and binding agreement enforceable in accordance with its terms by appropriate legal remedy.
6.5. Warranties and Disclaimer
(a) To the maximum extent permitted under applicable law, any product, service or other item provided by or on behalf of PROOF Platform is offered on an “as is” and “as available” basis, and we expressly disclaim, and you waive, any and all other warranties of any kind, whether express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, title or non-infringement or warranties arising from course of performance, course of dealing or usage in trade. Without limiting the above, we do not represent or warrant that the Website, Platform or related services are accurate, complete, reliable, current, error-free, or free of viruses or other harmful components. We do not guarantee that any project will be accepted, recorded or made available. Except for the express statements, agreements and rules set forth in these terms, you hereby acknowledge and agree that you have not relied upon any other statement or agreement, whether written or oral, with respect to your use and access of PROOF Platform services. You hereby understand and agree that we will not be liable for any losses or damages arising out of or relating to: (a) any inaccuracy, defect or omission of digital assets, (b) any error or delay in the transmission of such asset, (c) interruption in any such asset, (d) regular or unscheduled maintenance carried out by us and change resulting from such maintenance, (e) any damages incurred by other users’ actions, omissions or violation of these terms, (f) any damage caused by illegal actions of other third parties or actions without authorisation by us; and (g) other exemptions mentioned in disclaimers issued by us.
(1) your use of the Platform is at your own risk and is also subject to the terms and conditions of the websites, products, and services of third parties that you access via the Platform;
(c) To the maximum extent permitted by law, all other warranties or conditions which are not guaranteed by law are expressly excluded, including liability for loss of expectations, loss of profits, incidental or consequential loss or damage caused by breach of any express or implied warranty or condition. In particular, we do not warrant:
(1) that your access to the Platform will be free from interruptions, errors or viruses; or
(2) the accuracy, adequacy or completeness of information on the Platform (nor do we undertake to keep the Platform updated).
(1) Your sole remedy will be for us to provide the features or services that were previously provided to you under your Engagement with the Platform;
(2) Our maximum liability to you is limited to our fee entitlement in the last transaction of the Token or $100, whichever is lower.
7. INDEMNITY AND RELEASE
(a) You must indemnify us and our Personnel and keep us and our Personnel indemnified at all times to the fullest extent permitted by law in respect of any Loss or Claim which we or our Personnel may suffer, sustain or incur arising from, or connected with, a breach of any clause of this agreement without limitation.
8. LIMITATION OF LIABILITY
8.1. Compliance with the laws — No monitoring responsibilities
(a) We will have no liability or responsibility for your compliance with laws or regulations governing your Engagement with the Platform. Further, you are solely responsible for compliance with all applicable requirements of any laws, rules, and regulations of governmental authorities having jurisdiction over your interactions with the Platform and/or your business operations generally regardless of whether they are the laws, rules and regulations of Australia or any other jurisdiction;
(b) You acknowledge that neither us nor any of our Personnel is, and will not be, by virtue of providing access to the Platform, an advisor or fiduciary to you.
(c) You further acknowledge that your use and Engagement of the Platform is for your purposes only and the Platform has no obligation to provide you with guidance or instructions, legal or otherwise, regarding the use or applications of your Tokens; the User has the sole ability to monitor, control, vary or modify your Token;
8.2. Third Party Services
(a) Subject to clause 8.1, we will not be liable for the performance, errors, omissions of unaffiliated, nationally or regionally recognised third parties or decentralised networks such as, by way of example and not limitation: blockchain networks (whether private/permissioned or public), courier companies, national postal services and other delivery services, telecommunications and other companies not under our reasonable control, and third parties not under our reasonable control providing services to the blockchain industry generally, such as, by way of example and not limitation: companies and other entities providing processing and payment or transaction services (including “Layer 2” or similar “roll-up” or optimisation services), banking partners, custody services, market making services and/or third party pricing services and decentralised blockchain networks such as, by way of example and not limitation, the blockchain(s) upon which any Token depends or forks of those blockchain(s).
8.3. No Liability for Consequential Loss
(a) Neither party will be liable to the other for any Loss or Claim in the nature of consequential or indirect loss, including without limitation loss of profits, loss of chance, loss of expectations, or loss of opportunity.
8.4. Liability Cap
(a) We are never liable for the creation of your Token at any stage and we shall not be liable to you whatsoever for the use or delivery of that Token in anyway. We are not liable to you under any circumstance except insofar as covered under clause 6.5(d)
8.5. Interface and Website Liability
To the maximum extent permitted by law we do not accept responsibility for any loss or damage (including indirect, special or consequential loss or damage), however caused and whether or not foreseeable (whether in contract, tort, for breach of statutory duty or otherwise), even if we have previously been advised of the possibility of such loss or damage which you may directly or indirectly suffer in connection with:
(a) your use of the Platform or any linked services (including interference with or damage to your computer or mobile devices arising in connection with any such use);
(b) the Platform being interrupted or unavailable;
(c) errors or omissions from the Platform;
(d) any failure or lack of any security measures relating to the Platform, or any third party including in relation to the storage or transfer of Tokens;
(e) viruses, malicious codes or other forms of interference effecting the Platform or any linked services;
(f) your use of or reliance upon information contained on or accessed through the Platform or any linked services, which information may be incorrect, incomplete inadequate or outdated;
(g) goods or services supplied pursuant to or in any way connected with the Platform; or
8.6. Specific Warnings
(a) You must ensure that your access to the Platform is not illegal or prohibited by laws which apply to you in the jurisdiction in which you are located. You agree that you will not rely on any information contained on the Platform or the availability of such information and that any decision you make in relation to the Platform will be as a result of your own independent assessment of such information. Even though we intend on providing accurate information on the Platform, we cannot guarantee that the information on the Platform is accurate, complete or updated, or free from technical inaccuracies or typos.
9.1. All legal rights, title and interest in and to all elements of the Platform and the content of the Platform (including its “look and feel”, text, graphics (all art, drawings and artistic works), images, logos, icons, photographs, editorial content, films, sound recordings, literary works, software, design, systems, methods, information, computer codes, compilation of content, other codes, data and other material) (Intellectual Property), and all intellectual property rights in and associated with the Intellectual Property (including without limitations all copyright, trademarks, service marks and trading names) is owned by us or licensed to us by third parties and protected under applicable laws.
(a) Copy, adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of the Platform or the Intellectual Property; or
(b) Commercialise any information, products, or services obtained from any part of the Platform or the Intellectual Property.
10.2. Personal information may include:
(a) your name, address, date of birth, gender, email address, telephone number; and
(b) information about your individual preferences.
10.3. We may collect, use, store and transfer different kinds of personal data about you in connection with your use of the Platform where you have provided this to us to use the Platform.
(a) Cookies and other tracking technology (Cookies) may be used when you access the Platform to recognise you and customise your online experience. Cookies are small files that store information on your computer, mobile phone or other device. They enable us to recognise you across different websites, services, devices, and/or browsing sessions. Cookies also assist us in customising online content and advertising, caving your preferences for future visits to the Platform, measuring the effectiveness of promotions, prevent potential fraud and analyse your and other users’ interactions with the Platform.
10.6. We may amend this clause from time to time at our sole discretion, particularly where we need to take into account or cater for any:
(a) business developments; or
(b) legal or regulatory developments.
11.2. Any notice will be deemed to be received within 24 hours of publication online.
11.3. A party must immediately notify the other party in writing of any changes to its contact details.
12.1. Proceedings Suspended
(a) business developments; or
(b) legal or regulatory developments.
(1) to a party who wants to apply for equitable relief or urgent interlocutory relief; or
(2) to a party who attempts in good faith to comply with clauses 12.2, 12.3 and 12.4 but cannot do so because the other party does not comply with those clauses.
12.2. Notice of Dispute
12.3. Commencement of Mediation
(a) If the dispute is not resolved within 10 Business Days after a notice under clause 12.2 has been served (Notice Period), the dispute is by this clause 12.3 submitted to mediation.
(c) If the parties have not agreed on the mediator and the mediator’s remuneration within 5 Business Days after the end of the Notice Period:
(1) the mediator is the person appointed by; and
(2) the remuneration of the mediator is the amount or rate determined by, the President of the Law Society of New South Wales or the President’s nominee, acting on the request of any party.
12.4. If Dispute Not Resolved
(a) If the dispute is not resolved within 1 month after the appointment of the mediator, you may take legal proceedings in connection with the dispute.
(a) Each party must keep confidential, all information relating to the subject matter of a dispute as disclosed during or for the purposes of dispute resolution under this clause 12, unless that party is compelled by a regulatory or government authority, court or tribunal to disclose that information.
13.1. Governing Law and Jurisdiction
13.4. Force Majeure
13.6. Exercise of a Right
(a) A party may exercise a right at its discretion and separately or together with another right. If a party exercises a single right or only partially exercises a right, then that party may still exercise that right or any other right later. If a party fails to exercise a right or delays in exercising a right, then that party may still exercise that right later.
13.7. Remedies Cumulative
13.8. No Merger
13.11. Entire Agreement
(b) None of our agents or representatives are authorised to make any representations, conditions, or agreements not expressed by us in writing nor are we bound by any such statements.
13.12. Further Assurances
In these Terms:
Business Day means any day except a Saturday or a Sunday or other public holiday in New South Wales;
Claim includes a claim, notice, demand, action, proceeding, litigation, investigation, however arising whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a party to these Terms and where and to the extent the context permits, includes all associated Loss;
Digital Assets means cryptographically secured tokens, the ownership of which is secured by public private keys pairs on a Blockchain network/protocol;
Engage or Engages or Engaging or Engagement has the meaning given in clause 1(d);
Fee Structure has the meaning given to it in clause 3.3;
GST has the meaning given to that term in section 195-1 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or other similar sales tax;
Insolvency Event means the happening of any of the following events in relation to a body corporate:
(a) the body corporate becomes an externally-administered body corporate;
(b) a person is appointed a controller (as defined in section 9 of the Corporations Act), administrator, receiver, provisional liquidator, trustee for creditors in bankruptcy or an analogous appointment is made in respect of the body corporate;
(c) the body corporate is taken to have failed to comply with a statutory demand within the meaning of section 459F of the Corporations Act;
(d) the body corporate suspends payment of its debts, or enters, or takes any step towards entering, a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors;
(e) a secured creditor of the body corporate enforces its security in relation to its debt for an amount in excess of $50,000; or
(f) the body corporate is, or its directors state that it is, unable to pay its debts as and when they become due and payable;
Intellectual Property Rights means all present and future intellectual and industrial property rights conferred by statute, at common law or in equity and wherever existing, including:
(a) patents, inventions designs, copyright, trade marks, brand names, product names, domain names rights in circuit layouts, plant breeder's rights, know how, product names, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration;
(b) any application or right to apply for registration of any of these rights;
(c) any registration of any of those rights or any registration of any application referred to in paragraph (b); and
(d) all renewals and extensions of these rights;
Loss includes and loss, damage, cost, charge, liability or expense (including legal costs and expenses);
Personnel means any employee, contractor, subcontractor, agent, partner, partner, shareholder, ultimate beneficial owner, director or officer of a party;
Platform is the PROOF Platform located at https://proofplatform.io Third Party Sites means online websites or services that we do not own or control, including websites of our partners;
Third Party Wallets means the Wallet Address which is supported by a third party provider such as Metamask or any other third party provider which is listed from time to time on the Platform.
Token or Tokens means any cryptographic token or digital asset available on, created or accepted by us in the operation of the Platform;
Token Transfer means the definition as outlined in clause 4(a);
Wallet Address means the unique set of numbers and letters that provide a one-time link to the Third-Party Wallet;
Wallet Verification Procedure means any two factor authentication account or wallet verification process which may be implemented or required as part of the interface to use from time to time.