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These Terms set out the agreement between We/Us/Our i.e. Moulis Legal Pty Ltd (ABN 11 614 584 539) whose head office is 6/2 Brindabella Circuit, Canberra 2609, ACT, Australia; and You/Your i.e. the Owner for the time being, or any prospective Owner, of one or more of our Tokens.
These Terms set out the entire terms on which our Tokens may be purchased (whether directly from us or otherwise), Owned and sold. All Policies are deemed to be incorporated into the Terms. Where there is a conflict between the Terms and a Policy, the Terms will prevail.
These Terms apply to you in respect of your purchase, Ownership and sale of any Token. If you do not agree with these Terms, you should not seek to purchase, Own or sell (and should take no further action in respect of) our Tokens. Please take all necessary legal, financial and technical advice before proceeding.
Please note that nothing in these Terms (and nothing related or connected in any other manner with any Token) amounts to legal, financial or technical advice, a solicitation or invitation to invest, or an offer or invitation in respect of shares or securities in any jurisdiction. We are not authorised or regulated by the Australian Securities and Investments Commission.
Given the permanent nature of any transfer of a Token, it may not be possible for you to enjoy the full benefit of any applicable consumer rights – see Section F.
Please note that we may change these Terms in our sole discretion at any time, as set out below.
Details of Tokens currently available for purchase from us can be found on the OpenSea marketplace www.opensea.io. Details of Tokens currently available for purchase from third parties may be found either on OpenSea or elsewhere.
Our Tokens are built on Polygon on the ERC-1155 standard using smart contracts. You will need a compatible digital wallet in order to buy, Own and sell Tokens (if you do not already have a suitable wallet, you can create one via OpenSea and elsewhere).
Each Token comprises an Image element and a Consultation element. Each Consultation can only be redeemed once - if you are not purchasing a Token directly from us, please check with us first to verify whether its associated Consultation is still redeemable. Any Consultation must be scheduled, by agreement between us and you, at a mutually convenient time and either in person or remotely.
Our Tokens are not a governance token and no purchase or Ownership of any Token grants you or any third party any right, title or interest (whether dividend, distribution, benefit, control, ownership or otherwise) in or to us, our business or our website.
There are risks associated with using the Polygon network. You accept and acknowledge that we will not be responsible for any:
The price of each Token is set by the current Owner (which may not be us) in MATIC (Polygon’s native token) or as otherwise specified on the Opensea listing. MATIC’s exchange rate with respect to other currencies (fiat or crypto) may vary considerably from time to time. Additionally, gas fees, other transaction fees and taxes may significantly alter the total cost to you of a Token. Consequently, it is possible to pay more for a Token than the equivalent value of the Image and Consultation (where still available), and to sell a Token for less than you paid for it. Each purchase or sale of a Token therefore carries a high risk of a loss and should not be considered an investment. You should not proceed with any purchase, Ownership or sale of a Token unless you are comfortable with this.
We reserve the right to change, modify or increase the price of any Token at any time before we first sell it. You are responsible for monitoring any changes in price which are made before purchase of a Token. You are also responsible for all gas fees, other transaction fees and taxes associated with your purchase, Ownership and sale of a Token and you must make sure you have sufficient funds in your digital wallet.
You are responsible for calculating and paying any taxes applicable to your purchase, Ownership and sale of a Token and for communicating and cooperating with all appropriate tax authorities. Where we are required to collect, withhold or remit any applicable taxes, you will pay us as a debt on demand all costs incurred by us (including all taxes, penalties and interest) levied by any competent tax authority including where this is due to your failure to pay any such taxes, penalties or interest.
In order for you to purchase, Own and sell Tokens, the following must be true at all times:
You must not purchase, Own or sell Tokens for any of the following purposes, and you must not do (or permit any third party to do) any of the following at any time in connection with Tokens:
In addition, you agree that:
You may sell a Token to a third party but only as part of a sale of the whole of that Token together with all your rights in it, including under the Licence. You must make any purchaser aware of these Terms, and that their Ownership of the Token will be subject to these Terms, including the Licence.
Subject to your continued compliance with these Terms, we hereby grant you a worldwide, non-exclusive, royalty-free licence to use, copy, and display the Image element of any Token Owned by you, solely:
This Licence applies to you in respect of any Token only while you continue to Own it. If at any time you sell or otherwise transfer or dispose of a Token to a third party:
If you are at any time in breach of any of these Terms, we can immediately terminate our relationship with you including the Licence. In such circumstances, our accrued rights and liabilities up to that date will not be affected and we will not be obliged to refund any money already paid, nor to take any action to complete any Consultation or any sale or purchase of a Token.
Due to the nature of non-fungible tokens, any transaction made in respect of a Token is permanently recorded. However, we will use our reasonable efforts to provide a refund where:
Where you have purchased a Token from a third party other than us, your consumer and other rights will depend on the pertaining circumstances and should be discussed with that third party.
We (or our licensors) own all intellectual property rights in our Tokens. You may not infringe any of these intellectual property rights (including by reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from any Token). Except for the rights granted to you as part of the Licence, we expressly reserve all rights in and to each Image and Token.
Our Tokens confer no governance rights of any kind with respect to us or our website and we may make all decisions involving us, our business, the Tokens and/or our website in our sole discretion (including decisions which may adversely affect Tokens). To the fullest extent possible in accordance with applicable laws (but specifically without affecting your consumer rights), we exclude all warranties regarding Tokens.
Where you use a Consultation to obtain legal services from us, those services will be provide subject to our standard Terms of Engagement and any applicable regulation and code of conduct. Where we cannot provide these services in compliance with these requirements, we will not be obliged to provide legal services as part of any Token.
We are not responsible for any third party website you may use or access in connection with your purchase, Ownership or sale of a Token. We do not make any warranties or representations regarding the quality, accuracy, merchantability or fitness for purpose of any material on any third party websites, whether or not linked to from our website. You understand and agree that your use of any third party website is subject to the terms of use of that website which you should review and clarify as necessary. We will not be responsible for the acts or omissions of any third party, nor will we be responsible for any damage or loss suffered or caused as a result of your use of any third party website.
Our Privacy Notice can be found here and sets out how we handle personal information including details of individuals’ legal rights in respect of their personal information.
You agree to indemnify, defend and hold harmless us and our directors, officers, agents, employees, advertisers, licensors, suppliers and partners from and against any direct, indirect or consequential: claim, liability, loss, expenses, damage, suit, judgment, litigation cost, and/or legal fees (calculated on a full indemnity basis) arising out of or in any way related to:
To the maximum extent permitted by law, we (and our directors, officers, agents, employees, advertisers, licensors, suppliers and partners) will not be liable to you, whether in contract, tort (including negligence), under statute or otherwise at law or in equity, for any business losses (including loss of: data, profits, revenue, business, opportunities, goodwill, or reputation) business interruption or other losses which are not reasonably foreseeable by us, or any expenses, fines or penalties, which arise, directly or indirectly, from:
If, notwithstanding the previous paragraph, we are found to be liable to you in respect of any such matter, our liability to you or to any third party will be limited to the total price for which we originally sold the Token in question.
Nothing in these Terms shall limit or exclude our liability for fraudulent misrepresentation, for death or personal injury caused by negligence, or for any other liability that cannot be limited or excluded by law.
The following definitions apply throughout these Terms:
Consultation means 1 hour’s legal consultation with one of our specialist lawyers, as specified in the respective Token description;
Image means the art, design, and drawings comprised in a Token;
Licence means the licence set out in Section E, granted by us to the Owner from time to time of each Token;
Owner means, in respect of a Token, (initially) us and (subsequently) any party that has purchased or otherwise rightfully acquired that Token directly or indirectly from us, where proof of such purchase is recorded on the relevant blockchain, and Own/Owned shall be construed accordingly;
Policies means any relevant policy published from time to time on our website including:
Terms means these terms and conditions, incorporating any Policies;
Token means specifically any blockchain-tracked, non-fungible token created and minted by us or on our behalf.
We may amend these Terms by updating them on our website. You should review these Terms from time to time and make yourself aware of any changes. Where we make changes that affect your rights and you have provided us with your email address, we will notify you about the changes.
Each of you and us must promptly do all further acts and execute and deliver all further documents, certificates and instruments required by law or reasonably requested by the other to give full effect to these Terms and any dealings under them.
You and we are each acting on our own respective behalf and not for the benefit of any other person. Nothing in these Terms will, or will be deemed to:
These Terms comprise the whole of the agreement between you and us in relation to their subject matter. No further or other covenants exist or are implied between you and us by way of collateral or other agreement or by reason of any alleged promise, representation, warranty or undertaking previously given or made by you or us to the other.
We may assign or subcontract our rights and obligations under these Terms without your prior written consent, provided that we do so on terms that are no less advantageous to you. You must not assign your rights and obligations under these Terms except as part of a permitted sale of a Token to a third party.
Neither you nor we will have any liability for any delays or failures in performance of these Terms resulting from circumstances beyond our respective reasonable control.
Except as expressly stated otherwise in these Terms, all rights under these Terms are cumulative and are in addition to any other rights. No single or partial non-exercise or delay in exercise of a right relating to these Terms will prevent any other exercise of that right or the exercise of any other right.
Each provision of these terms operates separately. If any provision is held to be illegal or unenforceable in any relevant jurisdiction, it may be severed for the purposes of that jurisdiction without affecting the enforceability of the remainder.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. Any words following “including” or “include” or any similar expression shall be construed as illustrative and shall not limit the sense of any preceding words.
The laws of the Australian Capital Territory will govern (and the courts of the Australian Capital Territory will have exclusive jurisdiction over) these Terms, the Tokens (including your Ownership of any Token) and all dealings involving either or both of you and us in respect of Tokens.