BTX WEBSITE AND MOBILE APPLICATION TERMS OF SERVICE
Last revised on 26 August 2022
Welcome to BTX.
The BTX website located at URL http://www.btxtechnology.com (“Website”) and our mobile BTX application (“App”) are operated on behalf of BTX Pty Ltd ACN 654 990 217 and its related subsidiaries by BTX Racing Pty Ltd ACN 654 990 217 (collectively and individually referred to as “Company”, “we” or “us” or “our” or “BTX”).
By using the website and/or our App (either individually or collectively referred to herein as the “BTX Platform”), you agree to be bound by these Terms and Conditions (“Terms”). By continuing to use the BTX Platform, you accept the Terms as they apply from time to time. If you do not agree, do not use the BTX Platform.
These Terms constitute a legally binding agreement between us and each registered or unregistered end user (each, a “User,” “you” or “your”) of the BTX Platform which provides you with the ability to:
- Apply for, and on approval by the Responsible Entity, invest in an interest in BTX Managed Investment Horse Scheme ARSN 658 585 589 (“Horse Scheme”), a managed investment scheme registered with ASIC, where the Responsible Entity owns interests in one or more racehorses, broodmares or stallions. On issuance of this interest, or a parcel of interests, by the Responsible Entity you will also receive a Scheme Token through the App;
- Purchase a Collectible NFT;
- Purchase a Company NFT;
- Receive content updates;
- Purchase data services;
- Access information published by BTX’s corporate partners; and
- Access or purchase related products, such as tickets to BTX events, branded apparel, or accessories.
(collectively referred to as the “Service” or “Services”).
These Services may change from time to time and any use of the BTX Platform by you at any time will constitute the use of a Service that will be covered by these Terms. These Terms govern your access to and use of the Services. By accessing and using the Services (including by creating an Account or by purchasing or bidding on any items), you are deemed to have read, accepted, executed, and agreed to be bound by these Terms. In addition, when you check the “agree with the above terms” when registering an Account on the website or click the “agree” button when you install the App you are agreeing to be bound by this agreement. If you do not agree to the terms of this agreement, do not use this website, or install the App and discontinue your registration to create an Account on the website.
We reserve the right, at our sole discretion, to change or modify portions of this Agreement at any time without further notice in accordance with this Agreement. Any changes to the Terms will be in effect as of the “LAST REVISED” date referred to at the top of this page. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms. If you do not agree to abide by these or any future amended Terms, do not use or access (or continue to use or access) the Service. You acknowledge and agree that the form and nature of the Services, and any part of it, may change from time to time without prior notice to you, and that we may add new or remove existing features and change any part of the Services. If you do not understand or agree to these Terms, please do not use the Services.
For purposes of these Terms, “you” and “your” means you as the User of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that:
a) you are an authorised representative of the entity with the authority to bind the entity to these Terms, and
b) you agree to these Terms on the entity’s behalf. If any provision of these terms or any future changes are unacceptable to you, do not use or continue to use the services and do not create an Account.
The Service is owned and controlled by BTX.
In the event BTX identifies an error in these Terms, BTX reserves the right, at its discretion, to amend or modify portions of these Terms to correct that error, at any time. It is your responsibility to check these Terms periodically for changes. Your continued use of the BTX Platform following the posting of changes will mean that you accept and agree to the changes.
If you comply with these Terms, BTX grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Service.
The BTX Platform provides registered Account holders, meeting all requirements, with the ability to purchase either individually or in combination:
Users browsing the Website do not need to register to access general information about our Services and products but must register and create an Account in the App to apply for interests in the Horse Scheme, buy NFTs and otherwise access and use our Services. If you choose to register for the Website, you agree to provide true, accurate, and complete information about yourself as prompted by the registration form.
Once logged into a valid Account through the App, you will be able to use our Services. If you choose to create an Account to use the App, you agree to provide true, accurate, and complete information about yourself as prompted by the registration form.
To the extent anything provided in these Terms is inconsistent with the terms of issue of interests in the Horse Scheme, then the terms of issue of interests in the Horse Scheme will prevail to the extent of the inconsistency.
In these Terms:
“ASIC” means the Australian Securities and Investments Commission.
“BTX Platform” means either individually, or collectively, the BTX Website or our mobile BTX App.
“Collectible NFT” means an NFT that is issued and sold directly by the Company, or on behalf of a Corporate Partner of the Company, with access to specific predetermined content (“Content”).
“Company NFT” means an NFT that is issued and sold directly by the Company, or on behalf of a Corporate Partner of the Company, with access to certain rights (”Utility Rights”) or virtual ownership rights (“Virtual Ownership Rights”).
“Content” means content, materials, art, design, and drawings (in any form) or media, including, without limitation, video or photographs.
“NFT” means either a non-fungible token conforming to the ERC-721 standard or a semi-fungible token conforming to the ERC1155 standard. All NFTs are issued on the Ethereum blockchain network. An NFT is not a medium of exchange and is not a convertible virtual currency.
“Responsible Entity” means Sire Custodians Ltd (ABN 45 005 088 371).
“Scheme Token” means an ERC1155 semi-fungible token that reflects your entitlement to interests in the nominated Horse Scheme. Each token can only be assigned to a single User at any point in time.
“Services” means any action undertaken by a User on the BTX Platform, that includes, but is not limited to, the:
- Application for, and, investment in an interest in BTX Managed Investment Horse Scheme No 1 ARSN 658 585 589 (“Horse Scheme”);
- Purchase of an NFT;
- Provision by BTX of content updates;
- Purchase of data services;
- Accessing information published by BTX’s corporate partners in the BTX Platform;
- Accessing or buying related products, such as tickets to BTX events, branded apparel, or accessories.
“Third-Party IP” means any Third-Party copyrights, trade secrets, trademarks, know-how, patent rights or any other intellectual property rights recognized in any country or jurisdiction in the world.
“Virtual Ownership Rights” means the specified rights attached to a specific type of Company NFT that is issued and sold directly by Company, with ownership entitlements to a horse within the BTX Metaverse. For the avoidance of any doubt, these rights have no economic entitlement to real world ownership or prizemoney.
“Utility Rights” means any commercial right or obligation to receive a physical or digital item or right to participate in an agreed event, Such items may include discounts on future purchases, BTX corporate partner discounts, early access to future sales items, receipt of merchandise or invitations to attend an agreed event.
Any capitalised term that is not defined in these Terms has the meaning given to that term in the product disclosure statement associated with your investment.
2. User Accounts and Wallets
2.1 Who may use the Service?
You must be over the age of 18 to use the service (“legal age”). Only persons of legal age can accept this agreement and create and/or authorise an Account to use the website and the App. If you are not an adult, you may not create and/or authorise an Account to use the website or the App.
2.2 Account creation and maintenance
To use certain of the Services, you need to create a registered Account (“Account”) on the BTX Platform You agree to provide us with accurate, complete, and updated information for your Account. By creating an Account, you represent and warrant that you are over 18, do not have a criminal record and you will not use our Website to conduct any illegal or illicit activity.
You can access, edit, and update your Account via the Account settings page of your profile.
2.3 One Account per User
Each individual User may only have one Account. Company reserves the right, in its sole discretion, to determine whether you have or control more than one Account. Company further reserves the right to suspend or terminate any Account that it deems to be in excess of the one Account permitted per individual User. During any period of suspension of an Account, you will not be able to perform any actions on the Services through that Account.
2.4 Accounts, Passwords and Security
Certain features or services offered on or through the Service may require you to open an Account. You are entirely responsible for maintaining the confidentiality of the information you hold for your Account, including your password, and for all activity that occurs under your Account if you fail to keep this information secure and confidential until you notify us. If you provide notice to us that the confidentiality or security of your username or password has been compromised, then we will temporarily suspend access to your Account until the actual or potential security risk has been addressed.
You must immediately notify us at firstname.lastname@example.org if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. Until you notify us, you may be held liable for losses incurred by BTX or any other User of or visitor to the Service due to someone else using your password or Account because of your failing to keep your Account information secure and confidential.
Until you notify us, you may be held liable for losses incurred by BTX or any of its licensors or affiliates due to someone else using your Account because of your failing to keep your Account information secure and confidential. You may not use anyone else’s login credentials or Account at any time without the express permission and consent of the holder of that Account. BTX cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
We are not liable for any acts or omissions by you in connection with your Account, and we are not liable for any loss because of your Account being compromised.
2.5 BTX Wallet
When you create an Account, we enable the creation and association of a unique wallet to your Account (“BTX Wallet”). The BTX Wallet is separate and distinct from External Non-Custodial Wallets (defined below), any Third-Party Platform Wallets (defined below) or any Distributions Wallet (defined below). The private keys necessary to decrypt the BTX Wallet are maintained as a shared function between Company and you.
BTX Wallets may not permit withdrawal of NFTs to other wallets. You must not deposit, transfer, upload (or attempt any of the foregoing) any cryptocurrency, NFTs, or other digital assets from outside the BTX Platform into any BTX Wallet. You acknowledge and agree that any such attempt is a violation of these Terms, and any such transferred item or items may be lost. Company assumes no responsibility for any such loss.
Company reserves the right to disable, invalidate or otherwise render inoperable at any time with or without notice to a User if a BTX Wallet that is used in a manner that is abusive or inappropriate, in violation of these Terms, or that is otherwise detrimental to the Services or Company to be determined in Company’s sole discretion. Company may terminate the offering or support of BTX Wallets at any time, in our sole discretion. If we believe a NFT is present in your BTX Wallet at the time we determine to cease offering or supporting BTX Wallets, we may attempt to notify you to transfer such NFTs out of the respective BTX Wallet and into an External Non-Custodial Wallet or other alternative. However, we accept no responsibility or liability for loss of a Name NFT for any reason, including if you fail to transfer such NFTs after receiving such notice.
Despite the above, if you hold a Scheme Token in your BTX Wallet then this Section 2.5 is subject to the terms of issue of interests in the Horse Scheme.
2.6 External Non-Custodial Wallet
We may, but have no obligation to, provide functionalities to allow you to choose to associate a non-custodial wallet (by way of example, a MetaMask or Coinbase Wallet) (“External Non-Custodial Wallet”) with your Account. External Non-Custodial Wallets allow you to purchase, store and engage in transactions using the interface provided by the BTX Platform. Associating an External Non-Custodial Wallet, or a specific type thereof (e.g., a MetaMask wallet) may be required as a condition to receiving an NFT, as provided in the specific terms and conditions of an individual drop.
By using an External Non-Custodial Wallet in connection with the Services, you agree that you are using such External Non-Custodial Wallet under the terms and conditions of the applicable providers of such External Non-Custodial Wallet. For example, for the MetaMask wallet, those terms and conditions are available at https://metamask.io/terms.html.
External Non-Custodial Wallets are not associated with, maintained by, supported by, or affiliated with Company. Company reserves the right to refuse to associate an External Non-Custodial Wallet with a User’s Account in its sole and exclusive discretion. If you attempt to associate your Account with an External Non-Custodial Wallet bearing risk factors, such attempts may result in the suspension or termination of your Account, each as determined in Company’s sole and exclusive discretion.
Company accepts no responsibility or liability to you in connection with your use of an External Non-Custodial Wallet and makes no representations or warranties regarding how the Services will operate with any specific External Non-Custodial Wallet. The private keys necessary to decrypt an External Non-Custodial Wallet are held solely by you, and not by Company. Company has no ability to help you access or recover your private keys for your External Non-Custodial Wallet, so please keep them in a safe place.
2.7 Wallet Transfers
We may, but have no obligation to, provide functionalities via the Services whereby you can transfer items from one wallet to another, such as from your BTX Wallets to other wallets such as External Non-Custodial Wallets.
Transfers and other transactions between the Services and External Non-Custodial Wallets may be facilitated by one or more smart contracts that Company has not developed and does not control. You acknowledge the risk of smart contracts and agree to be bound by the outcome of any smart contract operation that you initiate or that is initiated at your direction.
We accept no liability or responsibility for any such transfer, including for any loss, data corruption, or other negative impact that may occur to your NFTs or wallets or other assets when attempting to transfer assets between wallets.
Transfers of Scheme Tokens require the approval of the Responsible Entity (or the approval by BTX where BTX has delegated authority from or a standing approval from the Responsible Entity about such transfers).
2.8 Distributions Wallet
From time to time, as the holder of an interest in the Horse Scheme, you may be entitled to receive income or capital distributions from the Horse Scheme (whether during the investment period of the relevant class of interests or on the termination and winding up of the relevant class of interests) as described in the Product Disclosure Statement referable to the relevant class of interests in the Horse Scheme. Those distributions may be placed in a distributions account maintained by the Responsible Entity on terms described in the relevant Product Disclosure Statement (“Distributions Account”), and displayed in a digital wallet over which BTX or BTX’s nominee has custody (“Distributions Wallet”). The Distributions Wallet constitutes a non-cash payment facility under the Corporations Act 2001 (Cth) and BTX is the issuer of this facility. To provide the Distributions Wallet, we and the Responsible Entity rely on the relief from the application of regulatory requirements under the Corporations Act 2001 (Cth) provided by ASIC for low-value non-cash payment facilities set out in ASIC Corporations (Non-cash Payment Facilities) Instrument 2016/211 (“Instrument”).
In accordance with the Instrument, we state as follows:
a) The terms and conditions of the Distributions Wallet can be changed by us at any time. If those terms and conditions are changed, we will notify you of the change and you can find our new terms and conditions on our Website or through the App;
b) The Distributions Wallet will not expire;
c) If there is an unauthorised or mistaken transaction relating to your Distributions Wallet, you must notify us as soon as possible and provide us with all relevant information relating to the particular transaction. We will then undertake an investigation to understand what occurred. Following our investigation, we will seek to resolve and address the matter as required by law within a reasonable period of time;
d) We do not impose fees or charges for issuing, or otherwise making available, the Distributions Wallet. However, if you request your money to be transferred to your nominated Australian bank/credit union account, any applicable fees or charges levied by a financial institution or Stripe relating to your transfer will be deducted from your transfer amount; and
e) Where the payment of any income or capital distributions from the Horse Scheme (whether during the investment period of the relevant class of interests or on the termination and winding up of the relevant class of interests) into the Distributions Account and as shown in your Distributions Wallet would be unavailable or otherwise result in the inability to rely on the regulatory relief set out in the Instrument (such as your Distributions Wallet holding a balance in excess of $1,000), that payment may instead be made directly to your nominated bank/credit union account.
You are not entitled to any interest or other accretions on or in respect of funds in your Distributions Wallet, and we and/or the Responsible Entity are entitled to retain for our own account any interest or accretions that are earned on, or in respect of, such funds. By agreeing to these terms and conditions you consent to those funds being deposited in a non-interest bearing account held by the Responsible Entity with an authorised deposit-taking institution on terms described in the Product Disclosure Statement referable to the relevant class of interests in the Horse Scheme.
Where the functionality is available, we will permit you to withdraw some or all of the funds shown in your Distributions Wallet. We may also permit you to use funds shown in your Distributions Wallet to purchase goods or services available on the BTX Platform. More information about payments into and from the Distributions Account is set out in the relevant Product Disclosure Statement for the class of interests in the Horse Scheme you hold.
You may check the amount standing to the credit of your Distributions Wallet, and a record of recent transactions in your Distributions Wallet, on the App.
We may terminate the functionality for the Distributions Wallet at any time in our discretion. Where this occurs, any moneys shown in the Distributions Wallet will be transferred to persons entitled to it, and otherwise if it is unclaimed in accordance with applicable unclaimed moneys legislation.
3. Purchases and Payments
3.1 Investment in a Horse Scheme
When you purchase a Scheme Token, you are applying for an interest in the Horse Scheme that owns interests in one or more racehorses, broodmares, or stallions. Following a successful application, your rights attaching to a Scheme Token will be activated.
Your acquisition and holding of a Scheme Token is governed in accordance with the terms of issue of interests in the Horse Scheme, which includes the terms of the constitution of the Horse Scheme and the terms of the Product Disclosure Statement referable to the class of interests in the Horse Scheme relating to the Scheme Token. For clarity, a Scheme Token is a digital record of your interest in the Horse Scheme, and, should not be equated to an actual interest in the Horse Scheme.
The Responsible Entity has appointed BTX to provide certain management and administration services in connection with the Horse Scheme. BTX is an authorised representative of the Responsible Entity (ABN 45 005 088 371) which holds an AFSL (Number 223671) for the purposes of providing financial services in connection with the Horse Scheme.
If you are an investor in the Horse Scheme and therefore the rightful owner of a Scheme Token, nothing in these terms will extinguish, amend or add to your rights, obligations and duties under the terms of issue of interests to you under the Horse Scheme. BTX will not suspend or terminate your access to the Services except in accordance with Section 10.7.
3.2 Ownership of a Collectible NFT
When you purchase a Collectible NFT, you own the NFT, but you do not own any intellectual property rights in the Content except for the license grants expressly set forth herein in Section 4 (“License to Content”).
3.3 Ownership of a Company NFT
When you purchase a Company NFT, you own the NFT, but you do not own any intellectual property rights or real rights to property or Content used to deliver the utility attached to that token.
3.4 Other terms and conditions of purchase
Additional terms and conditions may apply to purchases of goods and/or services, all which terms are made a part of these Terms by this reference. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms and the terms posted for or applicable to a specific portion of the Service or for any other service offered on or through the Service, the latter terms shall control with respect to your use of that portion of the Service or the specific service. You also may be subject to additional terms and conditions that may apply when you use affiliate or Third-Party services, Third-Party content, or Third-Party software.
BTX’s obligations, if any, regarding its products and services are governed solely by the agreements pursuant to which they are provided, and nothing on the Service should be construed to alter such agreements.
BTX may make changes to any products or services offered on the Service, or to the applicable prices for any such products or services, at any time, without notice. The materials on the Service with respect to products and services may be out of date, and BTX makes no commitment to update the materials on the Service with respect to such products and services.
3.5 Payment for purchases
The Services allow you to purchase and otherwise transact in interests in the Horse Scheme (via the Scheme Tokens), subject to the terms of issue of interests in the Horse Scheme, and other NFTs. You acknowledge and agree that all information you provide with regards to a purchase on the BTX Platform, including, without limitation, credit card or other payment information as the Services may accept through a Third-Party platform or system from time-to-time, is accurate, current, and complete. You represent and warrant that you have the legal right to use the payment method you provide to a Third-Party platform or system that fulfills payments for NFTs, including, without limitation, any credit card you provide when completing a transaction. When you purchase an NFT, you:
a) agree to pay the price for such NFT as set forth in the applicable Service, any charges necessary to the fulfillment of the Services (“Charges”), including any required gas fees, and all applicable taxes (which may include, without limitation, GST) in connection with your purchase (the “Full Purchase Amount”), and
b) authorize us and/or a Third-Party platform or system that fulfills payments to charge your credit card or other payment method for the Full Purchase Amount.
You are responsible for all Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. Charges may be facilitated through a Third-Party payment processing service (“Processor”) which BTX may replace without notice to you. Currently, credit card transactions on the Service are processed by Stripe and are subject to their applicable terms of service and privacy policies. You hereby represent and warrant that the credit card and banking information supplied to the Processor is true, correct, and complete and that:
a) payments for Charges made by you will be honoured by your credit card company or depositary financial institution, as the case may be; and
b) you shall pay for all Charges made under your Account credentials using the Service.
Unless otherwise noted, all currency references are in Australian dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. Orders will not be processed until payment has been received in full, and any holds on your Account by any payment processor are solely your responsibility. Your order may be suspended or cancelled for any reason, including if the payment method cannot be verified, is invalid or is otherwise not acceptable.
You acknowledge that with respect to NFTs, Company may impose a fee on any secondary sales of such NFTs after its initial purchase (subject to the terms of issue of interests in the Horse Scheme with respect to Scheme Tokens), and regardless of whether such secondary sale occurs on the BTX Platform or on some other platform.
3.6 Record keeping of Purchased NFTs
Any NFT that you acquire using the BTX Platform will initially be assigned to the BTX Wallet associated with your Account and will be recorded on the applicable blockchain. NFTs purchased through a Third-Party Platform will be assigned to a separate wallet, which may include a custodial wallet, as described in the respective Third-Party Platform’s terms of service. Company has no obligation or liability to you for keeping, storing, or helping you recover any NFT that you purchase hereunder.
3.7 Limited editions and Unique NFTs
The Company will generally advise how many individual NFTs it is offering in the Horse Scheme or edition. In certain instances, a purchase of a NFT may come with a commitment by the Company that the NFT will be “one of a kind” or a similar designation (“Unique NFT”). In such an instance, Company commits that it will not sell any other NFT featuring the same Content or attached privileges as associated with such Unique NFT. Company will also provide you such documentation as determined by Company that attests that Company has not sold or distributed or otherwise made available any other NFT that is associated with the same Content or associated utility as associated with your Unique NFT. For clarity, Company does not represent, warrant, or guarantee that others have not created or downloaded their own copies of such Content (including via unauthorized ripping or downloading of such Content), or that others will not attempt to sell their own NFTs featuring such Content. Company has no obligation or liability to take down such other NFTs featuring such Content. Further, the foregoing does not restrict the Company from selling other Content associated with the same event, individual or property as featured in any Unique NFT, if such other Content or associated utility are different from the Content or associated utility of the Unique NFT (e.g., different image, art, camera angle, background music, privileges, etc.).
3.8 Signed NFTs
The Company may, from time to time, offer certain Company or Collectible NFTs that are associated with Content that includes a signature or other personalization as part of the Third-Party IP (a “Signed NFT”). The Company represents and warrants that such Signed NFTs are authentic and genuine signatures from the individual purporting to sign, which signature is input and rendered digitally. The Company’s basis for this representation will include at least a representation given to the Company from the individual signing, made at the time of signature, that the individual is the person they are purporting to be, and that the signature input is their genuine signature. The Company’s basis for the representation may also include additional evidence of authenticity.
3.9 No liability for payments and transactions
We have no liability to you or to any Third-Party for any claims or damages that may arise because of any payments or transactions that you engage in via the BTX Platform, or any other payment or transactions that you conduct via the BTX Platform. Except as may be provided in connection with the sale of a specific NFT, we do not provide refunds for any purchases that you might make on or through the BTX Platform – whether for Company NFTs or anything else.
3.10 Purchases made for consumptive use
With respect to purchasing of Collectible and Company NFTs, through either the BTX Platform or through a Third-Party Platform, you acknowledge and affirm that you are purchasing such NFTs for the purposes of acquiring digital collectibles, participating in the BTX metaverse or receiving utility services provided by the Company and not for any investment or speculative purposes. Any economic benefit that may be derived from appreciation in the value of the Collectible or Company NFTs is incidental to obtaining it for its collectible purpose.
3.11 Pre-sale of NFTs
We may conduct pre-sales of NFTs from time to time, either as a stand-alone NFT or with bundles, including for early access. Orders placed for pre-sold NFTs are non-refundable, cannot be cancelled for change of mind, and require payment of the Purchase Price at the time of pre-sale.
We may require that you register an Account with us to pre-purchase an NFT and may require that you nominate your Digital Wallet at the time of the order, or nominate a Digital Wallet at a later time, for delivery of any pre-sold NFT.
We will undertake reasonable endeavours to deliver any pre-sold NFTs to your nominated Digital Wallet by any date we provide for delivery. You acknowledge, however, that the delivery date may change for reasons (including for reasons outside or within our control) at our sole discretion.
3.12 NFT bundles
We may conduct sales where individual horse names are undisclosed at the time of sale. BTX can pre-set the horses in a bundle at the time of publishing the bundle listing on the marketplace and provide a notarisation service to validate the contents of the bundle at the time of listing matches the interests received by the User into their Wallet – all changes to the listing will be verifiable on the blockchain.
We will reveal the contents of the bundle either at completion of the sale transaction, or on a set date (usually on exhaustion of all bundle packages or on a pre-set date when the bundle listing expires).
We reserve the right to change the contents of the bundle for reasons (including for reasons outside or within our control) at our sole discretion and will attempt to replace removed horses with equal value horses that meet the description of the bundle contents.
When purchasing a bundle, all interests in the Scheme will be issued as individual and separate holdings in the Scheme in accordance with the Scheme constitution and appropriate approvals by the Responsible Entity.
4. License to content
4.1 Intellectual Property Rights
BTX owns the copyright and other intellectual property rights in the content of the Service except where otherwise stated. You are welcome to browse, share and print the content for your personal, non-commercial, or internal business use provided the portion of the Service being used is not altered or made available in a manner that modifies the content of the Service or presents the portion of the Service being reproduced in a false light.
The permission to share and print does not allow for incorporation of any substantial portion of the Service in any work or publication, whether in hard copy, electronic or any other form or for commercial purposes. Should you need to use, copy, or reproduce any part of the Service for any other purpose then you must obtain our written permission. Any trademarks appearing on the Service belong to their respective owners.
4.2 Scope of License
If you purchase a Collectible or Company NFT, then subject to your compliance with these NFT Terms, Company hereby grants you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Content for such purchased NFT, solely for the following purposes:
a) for your own personal, non-commercial use;
b) as part of a marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies each NFT’s owner’s rights to display the Content for their NFT to ensure that only the actual owner can display the Content; or
c) as part of a Third-Party website or application that permits the inclusion, involvement, or participation of your NFT, provided that the website / application cryptographically verifies each NFT’s owner’s rights to display the Content for their NFT to ensure that only the actual owner can display the Content, and provided that the Content is no longer visible once the owner of the NFT leaves the website / application.
This license only lasts if you are the valid owner and holder of the NFT associated with the licensed Content. If you sell or transfer the NFT to another person, this license will transfer to such other owner or holder of the NFT, and you will no longer have the benefits of such license. All rights not expressly granted are reserved.
4.3 Limitations on License
You agree that you may not, nor permit any Third-Party to do or attempt to do any of the following without our (or, as applicable, our licensors’) express prior written consent in each case:
a) modify the Content of your NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or colour schemes;
b) use the Content of your NFT to advertise, market, or sell any Third-Party product or service;
c) use the Content of your NFT in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;
d) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialise merchandise that includes, contains, or consists of the Content of your NFT;
e) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Content of your NFT; or
f) otherwise utilise the Content of your NFT for your or any Third-Party’s commercial benefit.
4.4 Inclusion of Third-Party IP
If the Content associated with your Company contains Third-Party IP (e.g. licensed intellectual property from any rights holder, such as music performance rights or publicity rights), you understand and agree as follows:
a) you will not have the right to use such Third-Party IP in any way except as incorporated in the Content for your NFT, and subject to the license and restrictions contained herein;
b) depending on the nature of the license granted from the owner of the Third-Party IP, we may need to (and reserve every right to) pass through additional restrictions on your ability to use the Content; and
c) to the extent that we inform you of such additional restrictions, you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of the license contained herein.
Additionally, by using the Service, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Service may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.
As all NFTs issued by the Company are recorded on the public Polygon blockchain, a sidechain to the Ethereum network, the tokens held in your wallet and a record of the transactions within each wallet will be visible on that network. No personal information or naming rights as to who owns the wallet will be visible.
If you are interested in purchasing a Scheme Token relating to the Horse Scheme, there are certain eligibility requirements and information that you must provide under Australian laws. This includes being asked to provide personal information to complete a ‘Know Your Customer’ process, which will require you to complete an identification process and provide copies of identity documents, and to supply other personal information for the purposes of applying for interests in the Horse Scheme. Once you have been verified, subsequent purchases can be completed without this verification step.
In the event that you are unable to complete a suitable verification of identity process upon request, or are otherwise ineligible to own interests in the Horse Scheme, you acknowledge that the Responsible Entity will be unable to issue interests in the Horse Scheme to you and will refund any subscription moneys paid.
6. Rights We Grant You
6.1 Use of Service
Subject to your performance of all the provisions of this Agreement we hereby permit you to use the Services for your personal non-commercial use only if you comply with these Terms in connection with all such use. BTX hereby grants you, a limited, terminable, personal, non-exclusive license to access and use the Service solely as provided herein. Notwithstanding anything to the contrary herein, all rights not specifically granted in the license set forth above shall be reserved and remain always with BTX. Your right to use the Service is not transferable. You will use the Service in accordance with all applicable laws. BTX may, without notice, terminate your access to the Service or take other actions as are reasonably necessary to comply with legal requirements and as necessary to protect BTX’s networks, information and the security and integrity of the Website and/or our servers and networks and/or App or if we determine that you are misusing the Service or otherwise violating the terms of this Agreement.
If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services (e.g., an iOS App), we hereby grant you a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to download, execute and display such software, content and materials provided to you as part of the Services (and right to download a single copy of the App onto your applicable equipment or device), in each case for the sole purpose of enabling you to use the Services as permitted by these Terms, provided that your license in any Content in connection with any NFT is solely as set forth in the license grant of Section 4.
Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Service or other actions that Company, in its sole discretion, may elect to take.
6.2 Restrictions on your use of the Services
You may not do any of the following in connection with your use of the Services (as determined in our sole discretion), unless applicable laws or regulations prohibit these restrictions, or you have our written permission to do so:
a) interfere with or disrupt the App, Website or servers or networks connected to the App and/or Website, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
b) violate any applicable local, state, national or international law, or any regulations having the force of law;
c) provide false information about yourself or impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
d) harvest or collect email addresses or other contact information from the Service by electronic or other means for any purpose, including, but not limited to, the purposes of sending unsolicited emails or other unsolicited communications;
e) further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
f) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service;
g) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms;
h) duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
i) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
j) use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorised Third-Party software designed to establish Accounts, perform any transaction on the Services, or modify or make use of the Services in any way;
k) exploit the Services for any commercial purpose, including without limitation;
l) communicating or facilitating any commercial advertisement or solicitation:
m) access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same;
n) attempt to gain unauthorised access to, interfere with, damage, or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
o) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
p) use any robot, spider, crawlers or other automatic device, process, software or queries that intercept, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
q) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
r) use the Services for illegal, harassing, unethical, or disruptive purposes, or otherwise use the Services in a manner that is fraudulent, deceptive, threatening, defamatory, obscene, hateful, or otherwise objectionable;
s) violate any applicable law or regulation in connection with your access to or use of the Services;
t) access or use the Services in any way not expressly permitted by these Terms; or
u) cause any Third-Party to engage in the restricted activities above.
6.3 Use of the App
You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install, and use the App. We do not guarantee that the App can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the App is or will be available in, or that orders for NFTs can be placed from any geographic location.
As part of the Services, you may receive push notifications, local client notifications, text messages, picture messages, alerts, emails, or other types of messages directly sent to you in connection with the App (“Push Messages”). You acknowledge that, when you use the App, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Messages. You have control over the Push Messages settings and can opt in or out of these Push Messages (if provided-for) through the Services or through your mobile device’s operating system (except for infrequent, important service announcements and administrative messages).
Please check with your wireless service provider to determine what fees apply to your access to and use of the App, including your receipt of Push Messages from the Company. You are solely responsible for any fee, cost, or expense that you incur to download, install and/or use the App on your mobile device, including for your receipt of push messages from the Company.
6.4 Mobile software from the Apple Store
a) product liability claims:
b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and
c) claims arising under consumer protection or similar legislation.
You and the Company acknowledge that, in the event of any Third-Party claim that the App or your possession and use of that App infringes that Third-Party’s intellectual property rights, the Company, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
You must comply with applicable Third-Party terms of agreement when using the App. You and the Company acknowledge and agree that Apple, and Apple’s subsidiaries, are Third-Party beneficiaries of these Terms as they relate to your use of the App, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a Third-Party beneficiary thereof.
6.5 Beta Features
From time to time, we may, in our sole discretion, include certain test or beta features in the Services (“Beta Features”). Your use of any Beta Feature is voluntary. You agree that once you use a Beta Feature, your content or data may be affected such that you may be unable to revert to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the prior non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Feature is at your sole risk.
7. Ownership and Content
7.1 Ownership of the Services
The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information, and other materials, are protected under copyright, trademark, and other intellectual property laws.
You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests.
We and our licensors reserve all rights in connection with the Services and its content (other than Your Content) including, without limitation, the exclusive right to create derivative works.
7.2 Ownership of Trademarks
The Company’s name, BTX, the “BTX Logo” and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors.
Other names, logos, product, and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
7.3 Ownership of Feedback
We welcome feedback, comments, and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim.
You hereby assign to the Company all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights, and all other intellectual property right) that you may have in and to all Feedback.
7.4 Your Content License Grant
In connection with your use of the Services, you may be able to post, upload, or submit content to be made available through the Services (“Your Content”). We do not claim any ownership of Your Content. However, to operate the Service, we must obtain from you certain license rights in Your Content so that actions we take in operating the Service are not considered legal violations. Accordingly, by using the Service and uploading Your Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content but solely as required to be able to operate and provide the Services. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations.
As part of the foregoing license grant you agree that the other users of the Services shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify or include a copy of Your Content as part of their own use of the Services; except that the foregoing shall not apply to any of Your Content that you post privately for non-public display on the Services.
By posting or submitting Your Content through the Services, You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.
8. Third-Party Services and Materials
8.1 Use of Third-Party Materials in the Services
The Services may display, include, or make available content, data, information, applications, or materials from third parties (“Third-Party Materials”) or provide links to certain Third-Party websites. By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or websites.
We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any Third-Party services, Third-Party Materials or Third-Party websites, or for any other materials, products, or services of third parties. Third-Party Materials and links to other websites are provided solely as a convenience to you.
8.2 Purchases on Third-Party Platforms
The Services may direct you to NFTs available for purchase on a Third-Party Platform. For clarity, a Third-Party Platform is not part of the BTX Platform.
The Third-Party Platform’s terms of service will disclose the custody or ownership model for the NFTs purchased through such Third-Party Platforms, which may include a custodial wallet made available to you by such Third-Party Platform (“Third-Party Platform Wallet”) or which may allow you to mint or transfer such NFTs into one or more External Non-Custodial Wallets. Notwithstanding the foregoing, you and the Company acknowledge that the Third-Party Platform is not responsible for addressing, and you release the Third-Party Platform from, any claims of yours or any Third-Party arising out of or relating to the purchase of a BTX NFT including, but not limited to:
a) product liability or breach of warranty claims;
b) any claim that the Company NFTs fail to conform to any applicable legal or regulatory requirement, and
c) claims arising under consumer protection or similar legislation.
You and the Company acknowledge that, in the event of any Third-Party claim that the BTX NFT or your possession and use of that BTX NFT infringes that Third-Party claimant’s intellectual property rights, the Company, not the operator of the Third-Party Platform, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You and the Company acknowledge and agree that the operators of any such Third-Party Platform, together with its subsidiaries, sub-licensees, employees and contractors, are Third-Party beneficiaries of these Terms as they relate to your use of such Third-Party Platform for purchase of the BTX NFTs, and that, upon your acceptance of these Terms, such operators of any Third-Party Platform will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a Third-Party beneficiary thereof.
Any NFT purchased on a Third-Party Platform can only redeem any economic or reward entitlements attached to that token by registering an Account on the BTX website or App, completing the BTX KYC process and for Scheme Tokens receiving the approval of the Responsible Entity (or the approval by BTX where BTX has delegated authority from or a standing approval from the Responsible Entity about such transfers).
8.3 Secondary market users
Any secondary trading activity of BTX issued NFTs that were originally purchased in the BTX Platform will be conducted between participants (i.e., buyers and sellers).
For information about secondary trading activity of a Scheme Token, please refer to the terms of the Product Disclosure Statement referable to the class of interests in the Horse Scheme relating to the Scheme Token.
By participating on the Secondary Market, you acknowledge your understanding that:
a) all transactions will be executed only by direct electronic communications between Users, using tools made available on the Secondary Market;
b) all negotiations and funds settlement activities will be performed by Users and independent Third-Party banks and will not involve BTX, and
c) BTX will not receive, transfer, or hold funds or securities as an incident of operating the Secondary Market.
You transact in such markets at your own risk and could lose all the money in your Account(s) because of unauthorized transfers. As each token has a specified term, the term associated with that token does not change with a transfer in the secondary market. Furthermore, the holder of the token at the date of BTX distributions will be entitled to that distribution. For the avoidance of doubt if you are the original holder of the token and your horse wins prizemoney that has not been distributed yet by BTX, on transfer of your token to another party that party will be entitled to the prizemoney when it is distributed by BTX.
Any financial transactions that you engage in through a Secondary Market will be conducted solely through the Ethereum and Polygon networks. We have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, we will have no liability to you or to any third party for any claims or damages that may arise because of any transactions that you engage in via the App, or using the Smart Contracts, or any other transactions that you conduct via the Ethereum and Polygon networks or your Wallet software. Ethereum & Polygon requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the network. The Gas Fee funds the network of computers that run the decentralized network. This means that you will need to pay a Gas Fee for each transaction that occurs via the App.
In addition to the Gas Fee, each time you utilise a Smart Contract to conduct a transaction with another User, you authorize BTX to collect a commission on certain events only (a “Commission”). These events include purchasing or selling of an NFT. You acknowledge and agree that the Commission will be transferred directly to us through the Ethereum network as part of your payment.
We will have no liability or responsibility for your compliance with laws or regulations governing the transfer and use of NFTs. Further, you are solely responsible for compliance with all applicable requirements of any laws, rules, and regulations of governmental authorities in Your Jurisdiction.
You further acknowledge that we will not be, by virtue of providing NFTs to you, an advisor or fiduciary to you. 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 or opportunity. Our total liability to you under any circumstances is limited to the amount for which an NFT was originally sold by us or the amount of Commission we received for a sale or transfer of NFTs and we shall not be liable for any amount above these sums.
9. Horse Ownership and Management
9.1 Horse Ownership
As part of the Services offered, the Company:
a) provides a digital record of interests in Horse Scheme in relation to which it is the appointed manager and authorised representative of the responsible entity, Sire Custodians Ltd ABN 45 005 088 371 (AFSL 223671) (“Responsible Entity”). The Horse Scheme holds, or proposes to acquire, specified interests in racehorses, broodmares, or stallions, and the Company provides a service to the Responsible Entity of maintaining a digital record of interests in the Horse Scheme; and
b) provides you with tools to locate an interest in a horse offered through the Horse Scheme meeting your criteria, including the relevant Product Disclosure Statement and target market determination issued by the Responsible Entity in relation to the relevant class of interests in the Horse Scheme relating to the relevant horse, in compliance with the Corporations Act 2001 (Cth).
It is important to note that BTX does not own the interests that are being issued in the Horse Scheme and that users are acquiring the interests from the Responsible Entity in relation to the relevant class of interests in the Horse Scheme. You will need to review the Product Disclosure Statement, target market determination and any other information carefully in respect of the relevant class of interests in the Horse Scheme and make your own independent judgment regarding your review of such information and selection of a racehorse ownership scheme. The Product Disclosure Statement and target market determination for each class of interests available for acquisition by users is available from [insert where these documents can be obtained]. You should consider the relevant Product Disclosure Statement for the relevant class of interests in the Horse Scheme in deciding whether to acquire, or to continue to hold, an interest in the relevant class of interests in the Horse Scheme.
BTX does not make any recommendations for any horse (or the related Horse Scheme) or endorse one horse over another.
9.2 Horse Management and Feedback
BTX may or may not own a share of any of the horses that are listed on the Website or the App. In some cases, BTX may acquire some or all the interests in one or more classes of interests in Horse Scheme that are not taken up by users but makes no representation that it will do so.
9.3 Risks of Horse Racing
BTX does not have or express any opinion on the value of the horses being acquired by the Horse Scheme. We are an exchange, providing tools to assist you in locating an investment in the Horse Scheme. Horse racing ownership is risky. Horses are living, breathing, fragile animals and significant expenses are associated with their ownership and care. No guarantees can ever be made about the outcomes of a certain investment in a racehorse. Most investments lose money. Some break even, and a few are profitable, and a very few, are extremely profitable. Before acquiring an interest in the Horse Scheme, you should read the relevant Product Disclosure Statement, which sets out the risks of investing in the Horse Scheme. If you are unsure as to whether to acquire, to continue to hold, interests in the Horse Scheme, you should consult your professional adviser.
10. General Terms
If you hold a Scheme Token, your liability is governed under the terms of issue of interests in the Horse Scheme, which includes the terms of the constitution of the Horse Scheme and the terms of the Product Disclosure Statement referable to the class of interests in the Horse Scheme relating to the Scheme Token. The liabilities and indemnities contained in this Section 10 do not apply to the extent of any inconsistency with such terms.
Your access to and use of the service and any associated purchases, including your purchase of any interests in Horse Scheme, is at your sole risk. The services offered by BTX are not a horse or investment recommendation service, horse or investment locating service, investment advisory or any other service and is provided on an “as is” and “as available” basis.
To the extent permitted by law, BTX expressly disclaims all warranties of any kind, whether express, implied or statutory regarding the Service and related NFTs or products which may be purchased on the Service, including, but not limited to the implied warranties of merchantability, suitability of investment, fitness for a particular purpose, title and non-infringement, or that the services provided by BTX will meet your requirements or be uninterrupted, timely, secure, or error-free and do not promise any specific financial performance or results from use of the service and/or the acquisition of any interests in the Horse Scheme and related products which may be purchased on the service.
The Company make no warranty or representation and disclaim all responsibility and liability for:
a) the completeness, accuracy, availability, timeliness, security, or reliability of the Services;
b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services;
c) the operation or compatibility with any other application or any system or device; and
d) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis; and
e) the deletion of, or the failure to store or transmit, Your Content and other communications maintained by the Services.
No advice or information, whether oral or written, obtained from Company or through the Services, will create any warranty or representation not expressly made herein.
10.2 Limitations of Liability
To the extent permitted by law, any conditions, warranties, guarantees, rights, remedies, liabilities, and other terms implied or conferred by statute, custom or the general law that impose any liability or obligation on us are excluded under these Terms. If a supply under these Terms is a supply of goods or services to a consumer within the meaning of the Australian Consumer Law, nothing contained in these Terms excludes, restricts, or modifies the application of any provision, the exercise of any right or remedy or the imposition of any liability under the Australian Consumer Law except to the extent that we are permitted to limit our liability. Where our liability can be so limited then it is limited to, except in the case of a major failure, to our election between the remedies in the case of:
a) services, the cost of supplying the services again or payment of the costs of having the services supplied again; and
b) goods, the cost of replacing the goods, supplying goods, or having the goods repaired, or payment of the cost of replacing the goods, supplying equivalent goods, or having the goods repaired.
Subject to the above, you acknowledge and agree that we do not represent, warrant, or guarantee that the Service is free from any viruses or other defect or error which may affect your software or systems. To the extent not prohibited by law, you agree that in no event will the company entities be liable:
a) for damages of any kind, including direct, indirect, special, exemplary, incidental, consequential or punitive damages (including, but not limited to, procurement of substitute goods or services, loss of use, data , wallet keys, or profits, business interruption or any other damages or losses, arising out of or related to your use or inability to use the services), however caused and under any theory of liability, whether under these terms or otherwise arising in any way in connection with the services or these terms and whether in contract, strict liability or tort (including negligence or otherwise) even if the company entities have been advised of the possibility of such damage, or
b) for any other claim, demand or damages whatsoever resulting from or arising out of or in connection with these terms or the delivery, use or performance of the services. The company’s total liability to you for damages finally awarded shall not exceed the amount of fifty dollars ($50.00), or the amount you paid the company, if any, in the past six (6) months for the services (or NFTs purchased on the services) giving rise to the claim. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
You will defend, indemnify, and hold BTX including our affiliates, subsidiaries, parents, successors, and assigns, and each of our respective officers, directors, employees, agents, or unitholders harmless from any claims, actions, suits, losses, costs, liabilities, and expenses (including legal costs on a solicitor and own client basis) relating to or arising out of your use of the Service or acquisition of interests in the Horse Scheme or related products, including:
a) your violation or breach of this Agreement;
b) your violation of any rights of any Third-Party;
c) your misuse of the Services;
d) your use of an External Non-Custodial Wallet or Third-Party Wallet with the Services;
e) your Content;
f) your negligence or wilful misconduct; and / or
g) any other activities in connection with the Service.
This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
10.4 Assumption of NFT and Blockchain risks
You acknowledge and agree that there are risks associated with purchasing and holding NFTs and using blockchain technology. You acknowledge that you have obtained sufficient information to make an informed decision to purchase an NFT, including carefully reviewing the code of the smart contract and the NFT and fully understand and accept the functions of the same.
The risks associated with purchasing and holding NFTs and using blockchain technology include:
a) (Inherent risks with internet currency) There is a risk of losing access to NFTs due to loss of a PIN, wallet keys, two-factor authentication devices, or log-in information, custodial error or purchaser error, smart contract error, risk of mining or blockchain attacks, risk of hacking, phishing and security weaknesses, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, and volatility risks. There are also risks associated with using an Internet based Service, including, but not limited to, the risk of hardware, software and Internet connections, and the risk of the introduction of malicious software. You accept and acknowledge that we will not be responsible for any communication failure, disruptions, errors, distortions of delays you may experience outside of our reasonable control.
b) (Regulatory uncertainty) The regulatory regime governing blockchain technologies, NFTs and cryptocurrencies is uncertain, and there is a risk of unfavourable regulatory intervention in one or more jurisdictions or risks related to token taxation. This may adversely affect the development of the BTX Platform and therefore the potential utility or value of your NFTs.
c) (Value and volatility) The prices of NFTs, including collectible blockchain assets, are extremely volatile and subjective and have no inherent or intrinsic value. Each NFT has no inherent or intrinsic value. Fluctuations in the price of NFTs could materially and adversely affect the value of your NFTs. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the BTX Platform, and therefore the potential utility or value of your NFTs.
d) (Use of blockchain) The App or Website do not store, send or receive NFTs. Instead, the balance of NFTs held by you are represented in the BTX Wallets. This is because NFTs exist only by virtue of the ownership record maintained on the App and Website’s supporting blockchain in the Polygon network. Any transfer of NFTs occurs within the supporting blockchain in the Polygon network and not on the App and Website. Upgrades to any blockchain network or hard forks in such networks, or a change in how transactions are confirmed on such blockchain networks may have unintended, adverse effects on all blockchains, including any that are related to your NFTs.
e) (Purchasing risks) Any purchase or sale you make, accept, or facilitate outside of the BTX Platform of an NFT will be entirely at your risk. Any use of a wallet will be entirely at your own risk. Except as may otherwise be provided in these Terms, we do not control or endorse purchases or sales of NFTs outside of the BTX Platform.
You are solely responsible to pay all sales, use, value-added, GST and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the Services. Except for income taxes levied on us, you:
a) will be solely responsible for reporting any tax obligations when, if ever, such obligations arise because of your use of the Services or in relation to an NFT;
b) will pay or reimburse Company for all national, federal, state, local or other taxes and assessments of any jurisdiction, including GST as may be required, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and
c) will not be entitled to deduct the amount of any such taxes, duties, or assessments from payments (including Gas Fees) made to us pursuant to these Terms. Neither these Terms nor any other communication from Company constitutes tax advice, and users are solely responsible for determining what, if any, taxes apply to their interaction with the Services.
We expressly deny and disclaim any liability to you and deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions, in NFTs outside of the BTX Platform.
10.5 Third-Party Links
Any links to Third-Party sites, either on the Service or on other social media sites on which we maintain a presence, are provided for your convenience only and we are not responsible for their use, effect, or content. If you access Third-Party sites, you acknowledge that you are subject to any terms and conditions which are imposed by those sites. We do not provide any warranty or assume responsibility about the accuracy, source, quality, or fitness for purpose of any content on any Third-Party site. The inclusion of any link does not imply endorsement by BTX of the website or a relationship with the organisations to which links are provided.
10.6 Posting Comments
The Service and/or any other social media sites on which we maintain a presence, may enable you to post comments (e.g., forums, blogs, reviews etc.). Any comments that you post (or which are posted using your username and password) are your responsibility and you agree to indemnify us in respect of any claims for loss or damage resulting from any content you post that infringes on our rights or the rights of any Third-Party. You agree that we own the copyright in any comment you post and may reproduce any comment for any purpose associated with our business activities, including marketing, with or without attribution to you and you waive any moral rights as the author of any such comment.
You agree that BTX, in its sole discretion, may suspend or terminate your Account (or any part thereof) or use of the Service for any reason, including, without limitation, for lack of use or if BTX believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. Except in relation to a Scheme Token, BTX may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice.
If you are the holder of a Scheme Token, BTX may suspend or terminate your Account or use of the Service, where directed to do so by the Responsible Entity of the Horse Scheme (or by determination by BTX where BTX has delegated authority from or a standing direction from the Responsible Entity about such suspensions or terminations).
In relation to all NFTs, if BTX considers there is an actual or perceived immediate security risk, BTX may temporarily suspend your Account or use of the Service in order to prevent or mitigate the security risk.
10.8 Force Majeure
We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in operating the BTX Platform, when and to the extent such failure or delay is caused by or results from any events beyond Company’s ability to control, including acts of God; flood, fire, earthquake, epidemics, pandemics, 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, strikes, labour stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, Principal Racing Authority regulatory changes, Corporations Act regulatory changes and other similar events beyond our control.
You agree that in the event of any dispute between you and the Company Entities, you will first contact the Company and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.
For interests in the Horse Scheme, please refer to the relevant Product Disclosure Statement for the complaints handling process.
10.10 Entire Agreement
These Terms of Service constitute the entire agreement between you and BTX and govern your use of the Service, superseding any prior agreements between you and BTX with respect to the Service.
10.11 Applicable Law
These Terms and your use of the Service and/or any other social media sites on which we maintain a presence, are governed by the laws of New South Wales, Australia. You must ensure that access to and use of the Service is in accordance with the laws of your jurisdiction.
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
10.12 Updating these Terms
If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes.
The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.
You may not assign this Agreement without the prior written consent of BTX, but BTX may assign or transfer this Agreement, in whole or in part, without restriction.