True Ample Limited (Hong Kong Co. No. 3065248) (“BlockTrust”) has made the Village Key website (the “Platform”) available to users of the Platform (‘Users”, “You”, “Your” or “Yourself”). Among other services, the Platform provides You with the opportunity to use, buy, collect, sell, store or display digital non-fungible tokens containing exclusive and/or non-exclusive collectibles and other digital content (the “NFTs”) and the Village Key from Village Roadshow Theme Parks Pty Ltd (VRTP) (the “Rights Holder” and together with BlockTrust, "We" or “Our”). Before You use the Platform or purchase a Village Key, You will need to agree to these Terms of Use and any terms and conditions incorporated into these Terms of Use by reference, including any policies or other documents referred to below. Collectively, these Terms of Use and other policies and documents are the ”Terms”. To the extent of any conflict or inconsistency between the Terms of Use and any other policies or documents, the Terms of Use will prevail.
These Terms contain essential information for You regarding Your rights and obligations and govern Your access to and use of the Village Key and Platform, including any content, functionality and services offered on or through the Platform (including the use, acquisition, purchase, storage, sale, distribution and display of NFTs). THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU, THE RIGHTS HOLDER AND BLOCKTRUST, SO PLEASE ENSURE YOU READ THEM THOROUGHLY AND UNDERSTAND THEM PRIOR TO CONTINUING TO USE THE PLATFORM AND PURCHASING OR ACQUIRING ANY SERVICES OR PRODUCTS (INCLUDING THE VILLAGE KEY AND ANY NFTs) FROM ANY MARKETPLACE ON THE PLATFORM. The Rights Holder and BlockTrust are only making the Village Key and Platform and certain services available to You to use on the basis You have agreed to all these Terms. By signing up to, logging in to or by using the Platform or any part of it, in any way, or by transacting via the Platform, You understand and agree to, and You confirm that You understand and agree to, comply with and be bound by all these Terms. If You are accepting these Terms on behalf of a company or other person or entity, You represent and warrant that You have the authority to bind that company, person or entity to these Terms and that Your agreement to these Terms will be treated as the agreement of that company, person or entity. In that event, “User”, “You”, “Your” and “Yourself” will also refer and apply to that company, person or entity. If You do not have that authority, or if You do not accept all of these Terms in their entirety, then the Rights Holder and BlockTrust do not agree to make the Platform available to You in any manner or to allow You to transact with or use the Platform in any manner. BY USING THE PLATFORM OR ANY PART OF IT, IN ANY WAY, OR BY TRANSACTING VIA THE PLATFORM, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY AND TO COMPLY WITH ALL OF THE TERMS OF SERVICE AS OF THE “LAST UPDATED DATE”. YOU MAY NOT PURCHASE A VILLAGE KEY AND USE THIS PLATFORM IF YOU: (I) DO NOT AGREE TO THESE TERMS OF SERVICE; (II) ARE NOT OF THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE (SEE FURTHER BELOW); OR (III) ARE PROHIBITED FROM ACCESSING OR USING THIS PLATFORM OR ANY OF THIS PLATFORM’S CONTENTS, PRODUCTS OR SERVICES BY APPLICABLE LAW.
We are constantly and regularly innovating and updating the Platform and Our Services to ensure a terrific user experience. From time to time we may modify functionalities, benefits, giveaways or features, and we may suspend or stop a Service altogether. You therefore acknowledge and agree that the form and nature of the Village Key, Platform and Services may change from time to time without notice to You and that by purchasing a Village Key and using this Platform in any way, You agree that We may in Our absolute and sole discretion: make changes to the functions, formats, nature and general use of the Platform, or any part of the Village Key and Platform, from time to time, without prior notice to You; and modify the Terms applicable to Your use of the Village Key, Platform or the Services from time to time, including to reflect changes to the law or a regulatory or other legally enforceable direction or to reflect changes to Our Services.Any changes to the Terms will be updated accordingly on the Platform and will be in effect as of the “Last Updated Date” referred to at the top of this page. It is Your duty to stay up to date regularly with changes to the Terms so before using this Platform on each occasion, You should review the Terms as of the “Last Updated Date”.You agree that the posting on the Platform of any updated version of the Terms (or any relevant part of it) will be sufficient notification of any changes or modification, without the need to specifically identify the changes or modifications. Modifications and changes will not apply retroactively and will become effective on the date specified. If You do not agree to the modified or changed Terms, You must cancel Your Account and terminate the Terms. By logging into the Platform after We have posted any modifications or changes on the Platform or provided a notice to You, You accept and agree to be bound by the Terms as modified or changed and Your continued use of this Platform after the “Last Updated Date” will constitute Your acceptance of and agreement to all such changes to the Terms.
By purchasing a Village Key and using this Platform, You confirm that You are over the age of 18. If You are under the age of 18, You may not purchase a Village Key or use the Platform. We do not knowingly collect information from or direct any of Our content specifically to children under the age of 18. If We learn or have reason to suspect that You are a User under the age of 18, We will have to close Your Account. Other countries may have different minimum age limits, and if You are below the minimum age for providing consent for data collection in Your country, You may not use the Platform.
All User identity information associated with a Village Key Account on the Platform must be real and verifiable. Only the Person specified during the process of registering a Village Key Account may use that Account, and no User may have more than one Account. We may validate User information at any time by any reasonable means. Failure to provide identity verification when reasonably requested may result in suspension of Your Account or restricted access.
Any breach of security or access to Your Village Key Account or Wallet could result in the loss or theft of NFTs and/or funds held in Your Account, associated accounts, linked bank accounts, credit cards or Wallets. The security and monitoring of, control over and/or access to Your Account and any associated Wallet (as defined below) is therefore Your sole responsibility. You agree that access to Your Account and Wallet is limited solely to You and that You will not sell, rent, lease, transfer or provide access to Your Account or Wallet to any other Person.You must also ensure and maintain the secrecy and security of any username and password that You enter or We provide to You in connection with the Platform or Your Account or Your Wallet. You must not disclose any of these usernames or passwords to any third party. You will need to change Your passwords regularly by following the relevant instructions. We will be entitled to treat any use of, or action taken through the use of, such passwords on the Platform as being made or authorised by You.You must not allow any third party to perform any action, including uploading of content, creation of smart contracts, minting of NFTs, listing NFTs for sale, or purchasing NFTs under or through Your Account, and You remain entirely responsible for any and all activities that occur on the Platform or otherwise under Your login name. You agree that You are solely responsible for monitoring Your Account and that We are not liable, and will not be held liability or responsible, for security breaches of Your Account that are attributable to Your actions, inaction, negligence or fault. You agree to immediately notify us at support@blocktrust.com.au if You become aware of any unauthorised use of Your Account, Your Wallet Your login name or password or any other breach of security known to You. You must not misuse Our Services. For example, You must not interfere with Our Services or try to access them using a method other than using the Platform and following the instructions and restrictions that we provide. You may use Our Services only as permitted by law, including applicable export and re-export control laws and regulations. You must not enter into these Terms or use the Platform or Services if You are: (a) a citizen of, or reside in, a country in which doing so is prohibited by law, decree, regulation, treaty or any other administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to Australian sanction laws (which include Australian autonomous sanctions and United National Security Council sanctions) or New Zealand sanctions (if any); or (c) an individual or an individual employed by or associated with an entity identified on the Australian Department of Foreign Affairs and Trade Consolidated List or otherwise ineligible to receive items subject to Australian and/or New Zealand export control laws and regulations.
We reserve the right to suspend, pause, close or cancel Your Account if we suspect Your Account, in Our sole discretion, is or has; been used for money laundering, fraudulent or illegal activity in any jurisdiction; been used in connection with any Banned Activities; been created using false or concealed identification information or other such details; been involved or engaged in any transaction or activity that results or threatens to result in any security breach and/or data breach in respect of the Platform; or been involved or engaged in any transaction or activity that violates or could potential violate any of the Terms.
In order to purchase a Village Key and collect or purchase NFTs from the Platform, You will need to set up an electronic wallet that is supported by the Platform ( “Wallet”). Each NFT will be minted on the Polygon blockchain network (the “Network”).
You must provide accurate and complete personal information when creating an account for use of the Platform. By creating an account, You agree to provide accurate, current and complete information about Yourself and to maintain update Your account information as necessary, when and as required. We reserve the right to reclaim usernames without liability to You. We also reserve the right to restrict, suspend, terminate or block Your access the Platform.
You can use Your Wallet to purchase, collect and store NFTs and transact on the Platform. You can engage in transactions using Your credit card or using one or more currencies that may be available to transact via the Platform from time to time. Transactions that take place on the Platform are managed by Stripe (the “Payment Gateway”) and are validated on the Network. You agree that We have no liability to You or to any third party for any claims or damages that may result from any payments or transactions that You engage via the Payment Gateway. Transactions engaged via the Payment Gateway will be governed by their express terms of use and privacy policy. You are solely responsible for any exchange-rate risk on all purchases. You acknowledge that Your Wallet’s public address will be made publicly visible whenever You engage transact on the Platform using Your Wallet.
Entrants must have a current Village Key to be eligible to redeem any benefits and enter any competitions or prize draws. Benefits, prize details, competition periods and details on how to enter will be available on the Platform and updated on these Terms of Use.
If any prize (or part of any prize) is unavailable, the Promoter, in its discretion, reserves the right to substitute the prize (or that part of the prize) with a prize to the equal value and/or specification, subject to any written directions from a regulatory authority. Prizes are not transferable or exchangeable and cannot be taken as cash. Stated prize values are the recommended retail value (including GST) in Australian dollars as provided by the supplier and are correct at the time of printing. It is a condition of accepting the prize that the winner must comply with all the conditions of use of the prize and the Promoters reasonable requirements. The winner may be required to sign a legal release in a form determined by the Promoter in its absolute discretion. The Promoter reserves the right to refuse to allow a winner to take part in any or all aspects of the prize, if the Promoter determines, in their absolute discretion, that a winner is not in the mental or physical condition necessary to be able to safely participate in the prize.If for any reason whatsoever a winner does not take an element of the prize at the time stipulated by the Promoter then that element of the prize will be forfeited by the winner.If this promotion is interfered with in any way or is not capable of being conducted as reasonably anticipated due to any reason beyond the reasonable control of the Promoter, the Promoter reserves the right, in its sole discretion, to the fullest extent permitted by law (a) to disqualify any entrant; or (b) subject to any written directions from a regulatory authority, to modify, suspend, terminate or cancel the promotion, as appropriate.
Winners will be contacted via email. In the event that the Promoter has not been able to make contact with the winner within a period of 1 week from that date then an alternate winner will be announced. The Promoter reserves the right to announce or publish the winner’s name and/or photograph for publicity purposes in any media for an unlimited period without remuneration.
The Platform allows You to purchase, acquire, earn, collect, trade, sell, store or display NFTs. Each NFT is an asset on the Network.
You can purchase NFTs either directly from Us (single NFTs, or packs of NFTs ( “Pack/Packs”) or from other Users in the Platform’s marketplace. There will at times be different types and packs of NFTs available for purchase on the Platform and We reserve the right to modify the types, prices, selling formats, utility and bundles at Our absolute discretion. Depending on the type of NFT or the Pack or bundle of NFTs that You purchase, You may be collecting NFTs with varying levels of scarcity or utility. We strongly encourage You to purchase NFTs associated with the Village Key from this Platform only. Should You purchase NFTs via any other platform or website, Your purchase will be entirely at Your own risk and We do not accept any liability or responsibility for Your purchase, or any associated risks. Transactions involving NFTs may be irreversible and losses due to fraudulent or accidental transactions may not be recoverable.
We may from time to time, at Our sole discretion, provide the opportunity for Users to earn NFTs for free by participating in activities (including tasks and marketing activities) on the Platform or associated platforms.
NFTs may consist of an image, an artistic representation of something, audio-visual or visual or audio-only recordings, statistics or other items, physical or digital, associated with the Village Key and/or VRTP.
Each NFT has a defined set of attributes, which may barer different scarcity level to help determine the value of the NFT. Moreover, the price, value and liquidity of each NFT is volatile and is inherently subjective. Fluctuations in the price of other digital assets could materially and adversely affect the price of NFTs available for purchase or previously purchased on the Platform. Regulatory and legislative changes or actions could adversely affect the conditions of sale, use, transfer and value of the NFTs available for purchase or previously purchased on the Platform. NFTs are not classified as legal tender and are not backed by any government. By accepting the acquisition of NFTs on the Platform, You accept and agree You are solely responsible for determining its suitability for Your own collection and the associated risks, including but not limited to its value and potential future value. We do not provide any financial advice or recommendations regarding investment value or appropriateness of any collection of NFTs.
Each NFT purchased on the Platform is a digital asset on the Network. When You purchase or acquire an NFT from the Platform in accordance with these Terms (“Your NFT”), in addition to the NFT User Rights and Limited IP Licence (see below), You have the right to claim ownership of Your NFT. You understand and agree that the right to claim ownership of Your NFT means only that You have the right to sell, trade, swap or give away Your ownership of Your NFT in accordance with the Terms. You further understand and agree that ownership of Your NFT is entirely mediated on the Network. You acknowledge and agree that if: we are legally or contractually obliged to do so; or we reasonably believe such action should be taken to avoid legal liability or any breach of these Terms; or We determine that Your NFT has not been rightfully acquired from a legitimate and authorised source and not through any Banned Activities (as defined below), We have the right to, and may, at any time: seize, freeze or otherwise modify the ownership of Your NFT or any Service related to the NFT or associated program; and/or blur, remove, edit, replace, obscure, or otherwise modify any Content or Art in Your NFT and, in such circumstances, where appropriate, We will use reasonable efforts to provide You with replacement Art or Content to be used or incorporated in Your NFT. Other than Your right to claim ownership of Your NFT, the grant of the NFT Use Rights set out in paragraph 3 below and the licence of Intellectual Property rights under paragraph 6 below, You do not own any other underlying rights to Your NFT or any Art or Content relating to that NFT, including any Intellectual Property contained in or relating to Your NFT.
Your right to claim ownership of Your NFT does not provide You with any other rights to the NFT or Content or Art in the NFT, including any Intellectual Property contained in or relating to the NFT, except for NFT User Rights and Limited IP Rights (see below). Intellectual Property contained in the NFT and related services, including but not limited to any Content or Art, remain entirely the property of the original owners (including Us) and may not be copied, imitated or used, in any way and in whole or in part, without the permission of the applicable Intellectual Property owner or licensee in writing and, in each case, in their absolute discretion. Furthermore, You understand and agree that Your acquisition or purchase of an NFT on this Platform or other platform, does not give You any rights, ownership or license to (a) the materials contained within this Platform, the Services or any related NFTs and (b) reproduce, distribute or otherwise commercialise any elements of the Platform or acquired NFTs.
Subject to paragraphs 4, 5 and 6 below and Your continued compliance with the Terms, upon the acquisition or purchase of Your NFT, You are granted a worldwide, non-exclusive, personal, non-transferable (except as expressly provided in these Terms), non-assignable, non-sub-licensable, revocable license to use and display Your NFT and the Content in Your NFT solely: to display Your NFT for Your own personal and non-commercial use; as part of a marketplace that permits the trade, purchase and sale of rights in respect of NFTs, provided that marketplace verifies Your rights to the display Your NFT to ensure that only You, as the holder of the NFT Use Rights, can display Your NFT; or as part of a third party website, platform or application that permits the inclusion, involvement or participation of Your NFT, provided (i) the website, platform or application is approved by Us, (ii) the website, platform or application verifies Your rights to the display Your NFT to ensure that only You, as the holder of the NFT Use Rights, can display Your NFT, and (iii) Your NFT or any Art or Content is no longer visible or displayed once You leave or terminate Your association with (or no longer have an account with or You’re no longer registered on) the website, platform or application, (together, the “NFT Use Rights”).
You understand and agree that, notwithstanding Your NFT User Rights, You must not do or attempt to do any of the following or permit or encourage any third party to do or attempt to do any of the following: use, sell, transmit or distribute any NFT or any part of its content (including any Content, Art or Intellectual Property): for the purpose of or in connection with the advertising, marketing, selling, distributing or endorsing any third party product or service or any product or service any services or products of Yours other than the NFT; for Your or any other third-party’s commercial benefit; in any movies, videos, visual or audio-visual content or any other forms of media (including on any social media account or platform or content delivery platform); for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialise merchandise or other products or services that includes, contains, or consists of any Content or Art or other Intellectual Property in or relating to that NFT, other than as part of a permitted transfer in accordance with these Terms; or profit from, licence or otherwise commercialise any NFT (or any Art or Content), other than as part of a permitted transfer in accordance with these Terms use, sell, transmit or distribute any NFT or any part of its content (including any Content, Art or Intellectual Property) in a way that, or connection with any form of media that: depicts hatred, hate speech, intolerance, violence, cruelty, or anything else that could reasonably be determined to infringe on the rights (including Intellectual Property rights) of other Persons or entities; or that might bring either of Us, Our NFT program, a Service Provider, a Client, the Platform or any interests associated with Us into disrepute; or that might adversely affect any right or reputation of either of Us, Our NFT program, a Service Provider, a Client, the Platform or any interests associated with Us; or reproducing any NFT, Art or Content as a non-fungible token; modify the NFT or any part of its content (including any Content, Art or Intellectual Property relating to that NFT, including, without limitation, the shapes, designs, drawings, attributes or colour schemes) in any way; create any derivative works based on any NFT or any Content, Art or Intellectual Property relating to an NFT; combine any NFT or any Content, Art or Intellectual Property relating to an NFT into any other media or content; create, sell or attempt to create or sell, fractionalised interests in any NFT or any Content, Art or Intellectual Property relating to an NFT; separate, unlink, or decouple any Content, Art or other Intellectual Property from any NFT; or trademark, copyright or otherwise acquire Intellectual Property rights in or to any NFT or any Content, Art, Platform Materials or Services contained in or relating to the NFT (including any Intellectual Property).
At times, depending on the nature of the license extended by the owner of third party Intellectual Property, We may need to issue additional restrictions for Your use, display and future purchase, transfer or swap of Your NFT and any other NFT Use Rights. To the extent that we make such changes and additional restrictions by updating these Terms, You will be responsible for complying with all such changes and additional restrictions and failure to comply will deemed a breach of the Terms.
The parties agree that as between You and Us, the Rights Holder owns all Intellectual Property Rights in respect of each NFT (including Your NFT) and any Art and Content, including all Intellectual Property Rights in respect of any improvements, derivatives or modifications to that NFT and any Art and Content. To the extent You have or acquire any such Intellectual Property Rights in any NFT, Art or Content (including with respect to Your NFT), You hereby assign those Intellectual Property Rights to the Rights Holder effective immediately on those Intellectual Property Rights vesting in or being acquired by You and You must sign any documents , deeds or agreements and take any other steps reasonably required by Us to perfect or give effect to that assignment. Subject to Your continued compliance with all the Terms, We grant to You a limited, worldwide, non-exclusive and revocable licence to use the Intellectual Property Rights in Your NFT and any Content and Art in Your NFT solely to the extent such use is necessary for You to utilise the NFT Use Rights and perform Your obligations under these Terms (Your “Limited IP Rights”). You understand and agree that this licence terminates immediately in respect of an NFT upon the earlier of Your transfer or sale of that NFT and NFT Use Rights in accordance with the Terms and termination or expiry of these Terms.
If Your NFT contains Intellectual Property Rights owned by a third party (“Third Party IP”), You acknowledge and agree that: You will not have the right to use that Third Party IP in any way except as incorporated in the NFT, and subject to the NFT Use Rights and these Terms; depending on the nature of the license granted from the owner of the Third Party IP, We may need to (and We reserve every right to) pass through additional restrictions on Your ability to use Your NFT and NFT Use Rights and to the extent that either of Us informs You of such additional restrictions in writing, You will be responsible for complying with all such restrictions from the date that you receive the notice and Your failure to do so will be deemed a breach of these Terms.
The term of your NFT User Rights and Limited IP Rights with respect to any NFT that is Your NFT will commence upon Your purchase or acquisition of Your NFT and will continue in effect until terminated under any provision of these Terms or otherwise pursuant to paragraph 9 below. Either of Us may terminate these Terms immediately if You: at any time use, sell, swap, trade, donate, burn, give away, transfer, or otherwise dispose of an NFT except as expressly provided for in these Terms; or breach any of these Terms, and that termination will be immediately effective with or without notice from either or both of Us. Upon termination of these Terms for any reason, in addition to any other rights or remedies provided by law: the NFT User Rights and Limited IP Rights granted to You will immediately terminate and You will have no further rights in or to any NFT, Content or Art; You must immediately cease using each NFT; You must, within 2 days of termination of expiry of these Terms, transfer each NFT to the Rights Holder or, if and as notified by BlockTrust or the Rights Holder, to a third party nominated by BlockTrust or the Rights Holder; and We may delete the Content and Art in respect of an NFT from the marketplace where you obtained that NFT (including the marketplace on the Platform).
You acknowledge and agree that if at any time You sell, swap, transfer, donate, give away, transfer or otherwise dispose of Your NFT: You are no longer permitted to use, and have no further rights in connection with, that NFT or the Art, Content or Intellectual Property in or relating to that NFT; and the NFT Use Rights ad Limited IP Rights will immediately expire without further notification from or by Us; The restrictions in paragraph 4 above will survive the expiration or termination of the Terms.
Any payments or financial transactions that You engage in via the Platform will be conducted through the Network. Every transaction on the Network will incur a transaction fee (“Gas Fee”). The Gas Fees fund the network of computers that run the Network and You expressly agree to be solely responsible for any related Gas Fee and other transaction fees that are instigated by Your acquisition of any product or service on the Platform (including but not limited to any NFT), disclosed at the time of sale. You authorise Us to automatically deduct fees directly from payments to You and/or add fees to Your payments on the Platform, where applicable. Where You are a Client, any charges for the Services will be governed by Our commercial agreement with the Client.
If any fees apply to Your use of the Platform or Services You must pay BlockTrust any applicable fees at the time those amounts are due and payable using agreed payment method(s).
You will be solely liable and responsible to pay any and all sales, use, GST, value-added and other taxes, duties, and assessments, taxes required by international tax treaties, customs or other import or export taxes and amounts levied in lieu thereof based on charges set, services performed or payments made, including any foreign, federal and/or state and/or local taxes and assessments in any jurisdiction as may be applicable to You or Your business in connection with Your access to, or use or receipt of, the Services or the Platform, in each case as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction, except taxes on Our net income (together, “Taxes”). Except for income taxes levied on Us, You will pay or reimburse Us for all Taxes and will not be entitled to deduct the amount of any Taxes from payments (including Gas Fees) made to any of Us pursuant to these Terms.
Subject to applicable laws, We do not provide refunds for any purchases on the site of the Village Key, NFTs, memberships, loyalty programs, services or anything else on or using the Platform.
We may charge Users for Our mobile services, but in any event please be aware that Your carrier’s normal rates and fees, such as text messaging and data fees, will also apply. Where You are a Client, any mobile charges will be governed by Our commercial agreement with the Client. In the event You change or deactivate Your mobile telephone number, You must update Your account information on the Platform within 48 hours to ensure that any messages or notifications are not sent to any Person who may acquire Your old number. You authorise other Users to sync (including through an application) their contact list information onto their mobile devices, which may include the transfer of Your basic information visible to them on the Platform, as well as Your name and profile picture if this is public.
You must provide a consistent and high level of courtesy, respect and professionalism toward each other User. You must also use good judgement when posting information, comments, feedback, or other content regarding either of Us, the Platform, the Village Key, other Users or any other third party anywhere within the Platform. Any content that You submit via the Platform must not be Unacceptable Content and must not contain any information enabling or requesting contact or payment outside of the Platform. You must take Your own precautions (including antivirus software) to ensure that Your access to the Platform and Services does not expose You to viruses or other code that is harmful or may assist in causing harm. You further agree that You are responsible and liable for Your own conduct while accessing or using the Platform and for all direct, indirect, foreseeable and unforeseeable consequences of that conduct.
We do Our best to keep the Platform safe, however we cannot guarantee safety. You agree to help us keep the Platform safe and agree that You will not, on or through the Platform or in connection with the Services, engage in any Banned Activities.
You agree that it is a condition on Your use of the Platform and the Services that You only use the Platform for purposes that are legally permissible and in accordance with these Terms and all applicable laws and that You will not, and You will not allow or encourage any third party to: mislead or deceive others or engage in any conduct that is misleading or deceptive (or likely to mislead or deceive), malicious, or discriminatory, including by any act or omission; engage in unlawful conduct, including in any multi-level marketing such as a pyramid scheme, or post unauthorised commercial communications (such as spam);solicit login information or access an Account belonging to someone else; upload, post, transmit, send, distribute or disseminate or otherwise make available through the Platform any Unacceptable Content, or otherwise bully, intimidate, or harass any User or any other Person; upload or distribute viruses, worms, Trojan horses, defects, corrupted files, hoaxes or other malicious code or content or items of a destructive nature; use any spider, site search/retrieval application or other device to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect information about Users for any unauthorised purpose; use any data mining, screen scraping or similar software or other data gathering, analysis or extraction tools or processes on the Platform; do anything that could disable, overburden or impair the proper working or appearance of the Platform, such as a denial service attack or interference with page rendering or other Platform functionality; modify, adapt, translate or reverse engineering any portion of the Platform;use the Platform to violate the legal rights (such as rights of privacy and publicity) of others, or to engage in, promote, or encourage illegal activity (including, without limitation, money laundering);interfere with other users’ enjoyment of the Platform; exploit the Platform for any unauthorised commercial purpose or access or use the Platform for the purpose of creating a product or service that is competitive with any of Our products or services, including the Village Key; remove any copyright, trademark or other proprietary rights notices contained in or on the Platform or any part of it; create any ‘links’ to any part of the Platform, alter, reformat, frame or mirror any content on, or accessible through, the Platform or any portion of the Platform, on any server or internet-based device without Our prior written consent; use the Platform in any manner involving: creating user accounts by automated means or under false or fraudulent pretences; the impersonation of another Person or business (via the use of an email address or otherwise); using, employing, operating, or creating a computer program to simulate the human behaviour of a User (“Bots”); using, employing, or operating Bots or other similar forms of automation to engage in any activity or transaction on the Platform (including, without limitation, purchases of NFTs on the Platform); acquiring NFTs through inappropriate or illegal means (including, among other things, using a stolen credit card, or a payment mechanism that You do not have the right to use, or purchasing an NFT and then attempting to charge the cost back to Your payment method while still maintaining ownership or control of the NFT or selling, gifting or trading the NFT to someone else); or the purchasing, selling or facilitating the purchase and sale of any User’s account(s) to other Users or third parties for cash or cryptocurrency consideration outside of the Platform; or or resulting in the wrongful seizure or receipt of any NFTs or other digital assets; or facilitate or encourage any of the above or any other violations of the Terms or any policies set out on Our Platform, (each, “Banned Activities”)
CONSEQUENCES OF YOU ENGAGING IN BANNED ACTIVITIES
We provide the Platform and Our Services using a reasonable level of skill and care and We hope that You will enjoy using them. But there are certain things that We don’t promise about the Platform and Our Services. You must not rely on the Platform, any information in it, or its continuation. You: accept the inherent security risks of providing information over the internet and dealing online; agree that any information or content made available by Us on the Platform or via the Services is intended to provide general information only in summary form, including in relation to legal or other issues, and agree that in no event will We be liable to You or anyone else for any decision made or action taken by You or anyone else in reliance upon any information contained on or omitted from the Platform. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE PLATFORM IS AT YOUR SOLE RISK, AND THAT THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALISED LEDGER WITHIN THE NETWORK. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS.
To the extent permitted by law, other than as expressly provided below, in no event will either of Us (jointly and/or severally) or any Service Provider or Client be responsible to You or any other Person in connection with any lost profits, revenues, or data, financial losses, cost of substitute goods or services, loss of goodwill, work stoppage, computer and/or device or technology failure or malfunction or any other indirect, special, consequential, exemplary or punitive loss or damages relating to or in connection with Your ownership or use of any NFT or Your use of the Platform or the Services. This limitation of liability will: apply regardless of whether: (i) You base Your claim on contract, tort, statute or any other legal theory; (ii) We knew or should have known about the possibility of such damages; or (iii) the limited remedies provided in this section fail their purpose; not apply to any damage that We cause You intentionally and in fundamental breach of the Terms or any applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in the Terms; and not apply if You have entered into a non-standard agreement to purchase Services with a separate limitation of liability provision that expressly supersedes this section in relation to those Services.
We recognise that in some countries, You might have legal rights as a consumer. To the extent permitted by law, any liability of Ours in connection with the Services or Platform under any statutory right (including any condition or warranty implied by law or any guarantee or other right under any statute) that by law cannot be excluded is, where permitted by law, limited at Our option to the resupply of the relevant services or the payment of the cost of same. Without limiting the foregoing, if You reside in New Zealand and are in “trade” as defined in the Fair Trading Act 1986, You agree that for the purposes of section 5D of the Fair Trading Act 1986 and section 43 of the Consumer Guarantees Act 1993: the Platform and the Services are being supplied and acquired in trade; the parties to these Terms of Service are all in trade; sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 and the provisions of the Consumer Guarantees Act 1993 do apply to these Terms of Service or to any matters, information, representations or circumstances covered by these Terms; and it is fair and reasonable that the parties are bound by this provision. In Australia, if You are a “consumer” as defined in the Australian Consumer Law, Our Services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the Services, You are entitled to terminate the Terms and other compensatory benefits (in respect of which You should seek legal advice). If the failure does not amount to a major failure, You are entitled to have problems with the Services rectified in a reasonable time and, if this is not done, to terminate the Terms and obtain certain compensatory benefits (in respect of which You should seek legal advice). In New Zealand, if You are a “consumer” as defined in the Consumer Guarantees Act 1993, Our services come with guarantees that cannot be excluded under that Act. For failures with the Services that cannot be remedied or if the failure is of a substantial character, You are entitled to terminate the Terms and other compensatory benefits (in respect of which You should seek legal advice). If the failure with the Service can be remedied, You are entitled to have the problems with the Services rectified in a reasonable time and, if this is not done, to either have the failure remedied elsewhere and recover from us the reasonable costs incurred in having the failure remedied, or to terminate the Terms and obtain certain compensatory benefits (in respect of which You should seek legal advice).
YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE PLATFORM OR SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE AMOUNTS YOU HAVE ACTUALLY AND LAWFULLY PAID US UNDER THESE TERMS IN THE TWO (2) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.
To the extent permitted by law, We expressly exclude any liability for any remarks, information or other content posted or made available on the Platform or via the Services, including by any User or third party, even if it may not be Unacceptable Content. Other than as required by law, We do not have, and expressly exclude any liability for, any obligation to monitor content on the Platform or submitted via the Services for Unacceptable Content. We will remove or restrict access to any information or content posted or made available on the Platform or via the Services where required by law or if ordered to do so by a court. Otherwise, We may remove or restrict access to any such information or content if We consider such information or content to be Unacceptable Content, but We have no obligation to do so.
YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE PLATFORM AVAILABLE TO YOU AND ENTERED INTO THE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET OUT IN THE TERMS, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE PLATFORM TO YOU WITHOUT THESE LIMITATIONS.
You agree to hold harmless and indemnify Us, Our Related Body Corporates and Service Providers and each of Our and their officers, agents, employees, contractors, advertisers, licensors, suppliers or partners from and against any claim, liability, Losses, damage (actual and consequential) of any kind or nature, suit, judgement, litigation cost and lawyers’ fees arising out of or in any way related to: (i) Your breach of any of the Terms; (ii) Your misuse of the Platform or Services; (iii) Your breach of any law or regulation arising as a result of Your use of any NFT, (iii) Your violation or infringement of any Intellectual Property Rights or any applicable laws, rules or regulations in connection with Your access to or use of the Platform or Services or ownership of Your NFT and (iv) Your Personal Content. You agree that We will have control of the defence or settlement of any such claims. YOU WAIVE AND HOLD US, OUR RELATED BODY CORPORATES AND SERVICE PROVIDERS AND EACH OF OUR AND THEIR OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, ADVERTISERS, LICENSORS, SUPPLIERS OR PARTNERS AND EACH OF THEIR SUCCESSORS HARMLESS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY US AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER US OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
By registering Your Account and/or using the Platform or Services and/or purchasing, selling or dealing in any way with any NFT, You understand and agree to the following risks:
By acquiring NFTs on the Platform, You accept that NFTs are subject to the risk of fraud, counterfeiting, cyber-attacks and other technological risks which may prevent Your access or use of them.
The prices of collectible blockchain assets are extremely volatile and subjective and collectible blockchain assets have no inherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of Your NFTs which may also be subject to significant price volatility. Each NFT has no inherent or intrinsic value. We cannot guarantee that any NFT purchased will retain their original value, as the value of collectibles and other types of NFTs is inherently subjective and factors occurring outside of the Platform may materially impact the value and desirability of any particular NFT.
Moreover, any purchase or sale You make, accept or facilitate outside of the Platform of an NFT, or any other transaction You make relating to an NFT outside of this Platform, will be entirely at Your risk. We do not endorse or control purchases or sales of NFTs outside of the Platform. We expressly deny any liability in relation to, and any obligation to indemnify You or hold You harmless for or in relation to, any liabilities, damages, expenses, costs, claims or losses You may incur by transacting, or facilitating transactions, in NFTs outside of this Platform.
You are solely responsible for determining what, if any, taxes apply to Your NFT-related transactions. We are not responsible for determining the taxes that apply to Your transactions on the Platform.
The Platform does not store, send, or receive NFTs. This is because NFTs exist only by virtue of the ownership record maintained on the Platform supporting blockchain in the Network. Any transfer of NFTs occurs within the supporting blockchain in the Network, and not on the Platform.
There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorised access to information stored within Your Wallet. You accept and acknowledge that We will not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience when using the Network, however caused.
The regulatory regime governing blockchain technologies, cryptocurrencies and fungible and non-fungible tokens is uncertain and new laws, regulations or policies may materially adversely affect the development of the Platform and, therefore the potential utility or value of Your NFTs, including but not limited to tax, financial services, securities and other laws, regulations and policies.
Upgrades to the Network, a hard fork in the Network, or a change in how transactions are confirmed on the Network may have unintended, adverse effects on all blockchains using the Network’s NFT standard, including the Platform.
Our Privacy Policies describe the ways We collect, use, store and disclose Your personal information, and are hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with the Rights Holder’s Privacy Policy located at https://themeparks.com.au/privacy and BlockTrust’s Privacy Policy located at www.blocktrust.com.au In connection with Your use of the Services, We may send You service announcements, administrative messages, and other information. You may opt out from receiving such information an unsubscribe facility will always accompany any such communications where sent electronically.. For any question with respect to Your data and privacy You can contact Us directly. For the avoidance of doubt, We will share Your personal information to the extent required by any applicable law or direction, including for the purpose of preventing fraud, anti-money laundering and counter-terrorist financing purposes.
We will not be liable or responsible to You or be deemed to have defaulted under or breached the Terms, due to any failure or delay by Us to comply with the Terms as a result of any Force Majeure Event. In the event of any Force Majeure Event affecting Us, We will use Our reasonable efforts to promptly notify You of the Force Majeure Event stating the period of time the occurrence is expected to continue. We will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Events are minimised. We will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause.
Each User must provide and maintain a valid address on the Platform. You consent to the use of: (a) electronic signatures or other electronic means to complete the Terms and any other agreements to be entered into between You and Us; (b) electronic means to deliver any notices and provide any disclosures pursuant to the Terms; and (c) electronic records to store information related to the Terms or Your use of the Platform. Notices will be invalid unless made in writing and given: (i) by us, via email to the relevant Address that You provide and maintain on the Platform; (ii) by us, by posting on the Platform; or (iii) by You, via email to support@blocktrust.com.au. An email will be taken to have been served at the time of sending, unless within 24 hours of it being sent the sender receives a manual or automated response indicating that it was not delivered successfully.
All references to days shall be to calendar days, except as expressly noted otherwise.
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorised representative of each party.
These Terms will be binding upon and inure to the benefit of the Rights Holder and its successors and assigns. The Rights Holder may assign, delegate or otherwise transfer (including without limitation, by way of merger or contribution), any of its rights or obligations under these Terms and/or otherwise subcontract any of its obligations under these Terms, in whole or in part, to any of its affiliates and/or to any third party, without Your consent or approval. BlockTrust may, with the approval of the Rights Holder and without Your content or approval, assign, delegate or otherwise transfer (including without limitation, by way of merger or contribution), any of its rights or obligations under these Terms to the Rights Holder.
Except to the extent that the Terms purport to confer a right on any Related Body Corporate, Client, Service Provider or director, officer, employee, agent, contractor or other representative of either of Us, our Related Body Corporates, or any Client or Service Provider (which we hold in trust for each of them), the Terms will: (a) create rights and obligations only between Us and each User; and (b) not create any rights for any other Person. For the avoidance of doubt, no User will be entitled to enforce the Terms as they apply between Us and another User.
If and to the extent any provision of these Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
Each party must, at its own expense, whenever reasonably requested by the other party, promptly do or arrange for others to do everything reasonably necessary to give full effect to these Terms.
The courts in some countries will not apply the laws of Victoria, Australia to some types of disputes. If You reside in a country where the laws of Victoria, Australia are excluded from applying, then Your country’s laws will apply to such disputes related to these Terms. Otherwise, You agree that the laws of Victoria, Australia, excluding its choice of law rules, will apply to any disputes arising out of or relating to the Terms or the Services. Similarly, if the courts in Your country will not permit You to consent to the jurisdiction and venue of the courts in Melbourne, Victoria, Australia, then Your local jurisdiction and venue will apply to such disputes related to the Terms. Otherwise, all claims arising out of or relating to the Terms or the Services will be litigated exclusively in the federal or state courts of Melbourne, Victoria, Australia.
In these Terms, the following phrases have the following meanings: Account means a User’s account in the Platform. Address means, in respect of a User, each of the User’s email address and postal address (where the User can usually be contacted) registered for that User’s Account. Art means the art, design, drawings, and works of authorship (in any form or media, including, without limitation, video or photographs), which includes certain Intellectual Property, that is associated with an NFT. BlockTrust Content means any content, including trademarks, and any code and software and technology processes, and any improvements thereto, used in or incorporated into an NFT that is owned or controlled by, or licensed to, BlockTrust. Client means an entity, organisation or individual that has a commercial arrangement with either of Us that permits them to use Our Services and/or Platform, primarily to mint digital content, list in a marketplace environment and facilitate commercial transactions. Content means Rights Holder Content and BlockTrust Content. Force Majeure Event means any acts of God, flood, fire, earthquake, epidemics, pandemics (including COVID-19 or any variation thereof or regulation, direction, law or ordinance relating to it), tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades in effect on or after the date of these Terms, strikes, labour stoppages or slowdowns or other industrial disturbances (other than of the labour force of the party claiming a Force Majeure Event), shortage of adequate or suitable Internet connectivity, telecommunications breakdown or shortage of adequate power or electricity and other similar events beyond the control of a party. Intellectual Property means any and all intellectual property (whether created under any statute, common law or otherwise), including all rights in copyright and copyrighted materials, trademarks, trade names, designs, designs marks, service marks, logos, insignia, domain names, business names, brand names, biographical information, inventions, patents, patent applications, know how, trade secrets and rights in confidential information and the names, nicknames, numbers, likenesses, images, footage, voice, data or persona of [insert the name of the Rights Holder and ‘players’ and/or ‘teams’ if the rights holder is a sport, or words of similar import if it’s a non-sport, for e.g., ‘riders’, ‘performers’, ’musicians’, etc] or other individuals or entities that are owned or controlled by, or associated with, the Rights Holder or BlockTrust, and all and any other intellectual property rights, whether registered or unregistered, and including all applications and rights to apply for any of the same and, in each case, whether registrable or not and wherever existing in the world, including all renewals, extensions and revivals of, and all rights to apply for, any of the foregoing. For clarity, Intellectual Property includes any media that constitutes footage, photography, sounds [insert any games, events or other spectacles to the extent relevant to the Rights Holder] or other content from You. Intellectual Property Rights means rights in or to any Intellectual Property and any eligible layout right, chip topography right and any other rights of a proprietary nature in or to the results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields. Losses means all claims, legal proceedings, judgements, adjudications, damages, liabilities, losses (including losses of revenue), costs, and expenses (including reasonable lawyers’ fees and all related costs and expenses on a solicitor and own client basis). Member means a User who registers with the Platform as a buyer, seller, or browser of NFT content. Person means any individual, buyer, seller, company, partnership, joint venture or other legal entity or entities. Personal Information in Australia as the meaning in the Australian Privacy Act 1988 (Cth) as amended and, in New Zealand has the meaning in the New Zealand Privacy Act 1993 as amended.Platform means the Platform and all associated software, apps, files, emails, SMS, pictures, data, hardware, technology, business systems and processes and other resources. Related Body Corporate has the meaning given to it in the Corporations Act 2001 (Cth). Rights Holder Content means any content used in or incorporated into an NFT, including Rights Holder Trademarks, audio-visual content, audio content, visual content, art, design, drawings, still images, photographs, [insert name of competition of a sports NFT program] club team uniforms, statistics, information, data and names, likenesses, images of [insert ‘players’ or ‘athletes’ if the rights holder is a sport, or words of similar import if it’s a non-sport, for e.g., ‘riders’, ‘performers’, ‘musicians’, etc] and other individuals or entities that are owned or controlled by, or associated with, the Rights Holder. Rights Holder Trademarks means the logos, names, symbols, emblems, designs, devices, product and brand names and other indicia and trademarks (registered or unregistered) owned by the Rights Holder. Service Providers include a range of parties to whom We outsource certain functions of Our business for Our back-office, IT, professional support services (such as partners, service providers, contractors, suppliers, distributors and agents, including IT and web support contractors, cloud service providers, finance agencies, marketing partners and analysis companies). Services means any products, goods or services that we or any Client or Service Provider provide to or for You, whether or not via the Platform. Unacceptable Content means any content (including any images, audio, visual or audio-visual content and any language) that We determine: is racist, hateful, violent, harmful, defamatory, harassing, abusive, vulgar, threatening, malicious, offensive (including but not limited to ethnically or racially), inflammatory or otherwise objectionable, including when communicating with other User of the Platform or any of Our authorised representatives, customer service personnel, chat board moderators, or staff (including, without limitation, filing support tickets with false information, sending excessive emails or support tickets, obstructing Our employees from doing their jobs, refusing to follow the instructions of Our employees, or publicly disparaging us); contains any material, products or services that violate or encourage conduct that is unlawful or would violate any criminal laws, any other applicable laws, or any third party rights; is pornographic, sexually explicit, obscene or excessively profane; is fraudulent, false, misleading or deceptive or likely to mislead or deceive; infringes or violates, or encourages the infringement or violation of, any Person’s rights, including Intellectual Property, confidentiality, security or privacy rights; amounts to commercial advertising of any other website, product or service; or contains any link to any website that includes any of the above types of content. User means a Person whose name is specified during an online registration process to create an Account on the Platform in the name of that Person, whether that Person then uses the Platform as, or on behalf of, a Client or Service Provider, as a Member, or on some other basis. Website means the website(s) located at [INSERT DOMAIN NAMES], Our blog and all other related domains and subdomains.