Stake $PROOF & earn a share of the trading volume of PROOF launched tokens
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Terms of use.

Yes, these may be boring but a must.

Yes, these may be boring but they are a must.

The PROOF Platform (the Platform) is a proof-of-concept protocol operated by PROOF Platform Pty Ltd (PROOF Platform, we, us or our) which enables users to design and mint their own cryptocurrency token (the Token or the Tokens). The Platform is offered at https://proofplatform.io and allows users to submit a form to be processed by us (Online Form). Your use of the Platform involves various risks, including losses while digital assets are being supplied to liquidity pools and losses due to fluctuation of prices of tokens in trading or liquidity pools, including so-called impermanence cost (also known as opportunity cost). The risks you may encounter will likely depend on what type of token you design, and any utility it may offer. For example, some Tokens may have the potential to be considered a financial product, while others which offer staking could be susceptible to liquidity risks. Before you use the Platform, you should read the documentation explaining how to use the service (which includes this Terms of Use and any material provided for you on the PROOF Platform and the Website) and understand that when you use the Platform and associated services, including third party services (Third Party Services), you must agree to the terms and conditions governing that access of those Third Party Services.

By accessing or continuing to use the Platform, you agree to abide by these Terms of Use. If you do not agree with these Terms of Use you should cease using the Platform immediately. We provide the Platform to you ‘as is’ and at your own risk and without warranties of any kind. No developer or entity involved in creating the Platform will be liable for any claims or damages whatsoever associated with your use, inability to use or your interaction with the Platform or other users of the Platform, including any direct, indirect, incidental, special, exemplary, punitive or consequential damages, or loss of profits, cryptocurrencies, tokens, or anything else of value.

1. APPLICABILITY OF AGREEMENT

(a) Your use of the Platform will be subject to these Terms of Use, unless otherwise agreed in writing.

(b) If you engage any Third Party Services made available through the Platform, those services are provided subject to the provider’s own terms and conditions. These Terms of Use will not apply to any agreements entered into with third parties, even if you discover those third parties through the Platform.

(c) As noted above, you will be deemed to have agreed to these Terms of Use by continuing to use and engage with the Platform.

(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.

(f) Termination will not affect any parties’ obligations set out in the Terms of Use prior to termination.

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. TOKENS

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.

(e) We are under no obligation to alert you to any change in Fee Structure. As such, we recommend you regularly review these Terms of Use to ensure your understanding of our terms.

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;

(c) You:

(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. TERMINATION

5.1. Termination with Cause

These Terms of Use may be terminated with immediate effect:

(a) By us if any warranties in clause 6.1 are breached; or

(b) By either party if the other party commits any material breach of its obligations under these Terms of Use, and fails to remedy such breach (if capable of remedy) within 30 days of receipt of notice from the non-defaulting party requiring it to do so.

5.2. Effect of Temination

(a) Termination of these Terms of Use does not affect the rights of the parties which have accrued prior to the termination. If some aspects of the Engagement are outstanding, or another Token Transfer is awaiting, these need to be settled under these Terms of Use as if it had not been terminated.

6. WARRANTIES

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;

(l) you will, in addition to the laws of Australia governing this Terms of Use, follow the laws and regulations on anti-money laundering, foreign exchange, securities and counter-terrorism financing in the country or region where you are located, regardless of whether the requirements are stricter or more prohibitive than the laws of Australia which govern this Terms of Use;

(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:

(1) you have not fully and fairly disclosed in a manner and to the extent that would allow us to make a reasonable assessment of those facts, matters and circumstances prior to execution of these Terms of Use; and

(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

(q) you have had the opportunity to obtain independent legal advice in relation to the terms and effect of these Terms of Use.

6.2. Continuous Warranties

(a) You represent and warrant that each of the warranties in clause 6.1 are true and accurate, and not misleading or deceptive as at the date of these Terms of Use, and, except as expressly stated, will be true, accurate and not misleading or deceptive any time a Token is provided to you.

6.3. Notification

(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.

(b) Nothing in these Terms of Use excludes, restricts, or modifies or purports to exclude, restrict or modify the conditions, warranties and undertakings arising under applicable laws. Our liability for death or personal injury arising from our negligence or for any condition, warranty, right or liability implied in these Terms of Use by law cannot be excluded. The Platform is provided to you strictly on an “as is” and “as available” basis. You acknowledge that:

(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;

(2) prior to accepting these Terms of Use, you have been given a reasonable opportunity to examine and satisfy yourself as the contents of these Terms of Use;

(3) at no time prior to accepting these Terms of Use have you relied on our skill or judgement, and you acknowledge that it would be unreasonable for you to do so.

(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).

(d) In Australia, services to consumers come with guarantees that cannot be excluded under Schedule 2 of the Competition and Consumer Act 2010(Cth) (Australian Consumer Law). To the extent that we are in breach of any consumer guarantee or any other warranty or condition that cannot be excluded from these Terms of Use:

(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.

(b) By using the Platform you agree to release us from any claims to the fullest extent permitted by law in respect of any Loss or Claim how so ever arising including in respect of your use of the Platform or the creation or use of any Token through the Platform or your failure to read or understand these Terms of Use, and including any claim for Loss of profits, opportunity or expectation, consequential loss and claims for direct or indirect damages claims of any kind.

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

(h) any failure or omission on our part to comply with our obligations as set out in these Terms of Use.

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. copyright

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.

9.2. Other than for the purposes of, and subject to the conditions prescribed under applicable laws, and except as expressly authorised by these Terms of Use or in writing by us, you may not in any form or by any means:

(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. PRIVACY

10.1. The privacy of your personal information, which may be used to reasonably identify you (Personal Information), is important and we are committed to complying with requirements of relevant privacy laws. Please review our Privacy Policy to learn more about how we handle, use and disclose your Personal Information.

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.

10.4. These Terms of Use apply when you access the Platform, and interact generally with us but do not apply to Third Party Sites. We are not responsible for the privacy policies or content of Third Party Sites.

10.3. Use of Cookies

(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.

10.7. If we make changes, we will notify you by revising the date at the top of these Terms of Use and our Privacy Policy and in some cases, may provide you with additional notice, (such as adding a statement to the Platform homepage or sending you a notification). We recommend you review these Terms of Use whenever you access the Platform or interact with us to stay informed about information practices and the ways you can help protect your privacy.

11. NOTICES

11.1. Unless a provision of these Terms of Use expressly states otherwise, a notice, consent, approval, waiver or other communication (notice) in connection with these Terms of Use must be in writing and in English and sent, in the case of us, via the Platform or in the case of you, to your nominated email or published on the Platform with public access to such notice.

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. DISPUTES

12.1. Proceedings Suspended

(a) You must not begin legal proceedings in connection with a dispute arising out of or in connection with these Terms of Use unless the steps in this clause 12 have been followed. However, this limitation does not apply:

(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

(a) If a dispute arises out of or in connection with these Terms of Use (including the validity, breach or termination of it), a party may notify the other party to the dispute. The notice must specify the dispute and indicate that the notifying party wants the dispute to be referred to mediation.

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.

(b) The mediation must be conducted in New South Wales, Australia in accordance with the mediation guidelines/rules of the Resolution Institute, save any proves in these Terms of Use which is inconsistent with those guidelines or rules will take precedence to the extent of any inconsistency.

(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.

12.5. Confidentiality

(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. General

13.1. Governing Law and Jurisdiction

(a) These Terms of Use are governed by the laws of Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales and the New South Wales division of the Federal Court of New South Wales and the courts of appeal from them.

13.2. Amendment

(a) We reserve the right to amend these Terms of Use from time to time in our absolute discretion. Amendments will be effective as soon as such changes are notified to you in writing from time to time.

13.3. Precedence

(a) Where there is inconsistency between these Terms of Use and other content displayed as part of the Platform, the content of these Terms of Use will prevail to the extent of any inconsistency.

13.4. Force Majeure

(a) We will not be liable for any delay or failure to perform our obligations under these Terms of Use if such delay is due to any circumstances beyond our reasonable control (including but not limited to epidemics, pandemics, blockchain congestion or attacks, Government sanctions or orders), whether known or unknown at the time the parties enter into these Terms of Use (Force Majeure Event).

13.5. Waiver

(a) A provision of these Terms of Use or a right created under it may not be waived except in writing signed by the party granting the waiver.

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

(a) The rights and remedies provided in these Terms of Use are cumulative with and not exclusive of the rights and remedies provided by law independently of these Terms of Use.

13.8. No Merger

(a) The rights and obligations of the parties (including under the warranties) will not merge on completion of any transaction under these Terms of Use. They will service the execution and delivery of any assignment or other document entered into for the purpose of implementing any transaction.

13.9. Assignment

(a) These Terms of Use are for the benefit of the parties and their successors and assigns. The parties and their successors and assigns are bound by these Terms of Use.

(b) We may assign our rights under these Terms of Use without your consent, at any time.

13.10. Severance

(a) If any provision of these Terms of Use are void, voidable, unenforceable, illegal, prohibited, or otherwise invalid in a jurisdiction, in that jurisdiction the provision must be read down to the extent it can be to save it but if it cannot be saved by reading it down, words must be severed from the provision to the extent they can be to save it but if that also fails the whole provision must be severed. That will not invalidate the remaining provisions of these Terms of Use nor affect the validity or enforceability of that provision in any other jurisdiction where it is not valid.

13.11. Entire Agreement

(a) These Terms of Use constitute the entire agreement of the parties in respect of the subject matter of these Terms of Use and supersedes all prior discussions, representations, undertakings and agreements.

(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

(a) Each party must, at its own expense, do everything reasonably necessary to give effect to these Terms of Use and the transactions contemplated by it, including but not limited to the execution of documents.

13.13. Relationship

(a) Nothing in these Terms of Use constitutes the parties as partners or agents of the other, and no party has any authority to bind the other legally or equitably save as expressly stated in these Terms of Use.

13.14. Knowledge

(a) In these Terms of Use, a reference to the awareness or knowledge by you is a reference to the actual knowledge, information and belief you have as at the date of any transaction taking place pursuant to these Terms of Use.

14. Definitions

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.

Effective date: 23 September, 2022
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