OCEAN FLOOR MUSIC WEB2 OFFERING TERMS AND CONDITIONS

Last modified: 18 November 2022

1. About the Web2 Offering
   1. These Terms and Conditions (the Web2 Offering Terms) govern the Web2 Offering Services offered by Ocean Floor Labs which, by signing in with email and accessing the Web2 Offering, comprises you authorising Ocean Floor Labs to:
      1. as agent and bare trustee on your behalf to create a digital wallet and keep safe the private key in relation to the ETH you have acquired via third party service provider, Banxa;
      2. segregate that ETH, and other tokens that may be acquired with that ETH or subsequently received such as due to airdrops, from other persons’ ETH and tokens; and
      3. deal with the ETH and other tokens (such as by signing transactions with the private keys) in accordance with instructions provided by you.
   2. Your authorisation of Banxa (a third party service provider), and relationship with Banxa, to convert fiat currency to ETH, is subject to Banxa’s applicable terms and conditions.
   3. Please read these Web2 Offering Terms carefully. Capitalised terms are defined in clause 10.
   4. Interface Services are dealt with in the Interface Terms (located at [insert location]) and do not include the Web2 Offering.
   5. If our Web2 Offering expands, we may need to offer additional terms to cover the expanded service offering (Additional Terms). Any Additional Terms which are available with the relevant services may become part of your agreement with us if you use those services.
   6. These Web2 Offering Terms and any Additional Terms comprise the entire agreement between Ocean Floor Labs and you in relation to your use of the Web2 Offering Services and create a binding legal arrangement between you and Ocean Floor Labs.
2. Acceptance of the Web2 Offering Terms
   1. You accept the Web2 Offering Terms by accessing or using the Web2 Offering [and clicking on the checkbox available on your creation of an account to use the Web2 Offering]. If you do not understand or accept these Web2 Offering Terms, you must not click the checkbox and you will not be able to use the Web2 Offering.
3. Changes to Terms
   1. Ocean Floor Labs will not vary, assign, transfer or otherwise deal with any right under these Web2 Offering Terms without your prior written consent.
4. Agency and trust
   1. You and Ocean Floor Labs agree that at all relevant times Ocean Floor Labs conducts activities as agent and bare trustee for you with respect to the ETH, WETH and NFT transactions available via the Interface and through use of the Protocol, as well as with respect to other tokens that are received in respect of your tokens from time to time.
   2. Ocean Floor Labs has no beneficial interest in the tokens held as agent and bare trustee, or in any proceeds from sale of those tokens or receipt of tokens from airdrops, staking or other incentives that you may benefit from or authorise Ocean Floor Labs to participate in on your behalf.
   3. You remain absolutely entitled to tokens and any gains or losses made with respect to the sale of tokens that Ocean Floor Labs holds as agent and bare trustee.
   4. Your tokens will not be pooled with tokens of other users or tokens owned by Ocean Floor. Your tokens will be segregated from other tokens and held in a unique wallet.
5. Instructions and discretion
   1. You may, at your absolute discretion, instruct Ocean Floor Labs to transfer all or a portion of the tokens to other token exchange accounts or token wallets owned by you and Ocean Floor Labs must comply with any such instruction.
   2. Ocean Floor Labs has no discretion to deal with the tokens other than on your express instruction.
6. Duties and powers of agent and bare trustee
   1. Ocean Floor Labs must:
7. comply with all reasonable directions from you in relation to your tokens;
8. keep full and proper books and records in relation to your tokens;
9. promptly exercise its powers under these Web2 Offering Terms; and
10. immediately notify you of any notice, correspondence or dealing relating to your tokens.
11. Ocean Floor will not create any Encumbrance over any of your tokens unless directed to do so by you.
12. Indemnities
    1. You indemnify Ocean Floor Labs in relation to any claim against Ocean Floor Labs and for any liability or loss suffered by Ocean Floor Labs that is directly caused by your breach of these Web2 Offering Terms or unlawful or negligent acts or omissions except to the extent that Ocean Floor Labs contributes to the liability or loss and expressly excludes liability for any indirect or consequential losses.
    2. Ocean Floor Labs indemnifies you in relation to any claim against you and for any liability or loss suffered by you that is directly caused by Ocean Floor Labs’ breach of these Web2 Offering Terms or unlawful or negligent acts or omissions except to the extent that you contribute to the liability or loss and expressly excludes liability for any indirect or consequential losses.
    3. The indemnities in this clause 7 are continuing obligations.
13. Privacy Policy
    1. Ocean Floor Labs takes your privacy seriously and any information provided through your use of the Web2 Offering are subject to Ocean Floor Labs’ Privacy Policy, which is available here. Our Privacy Policy may change and so you should check this periodically to ensure that you understand our current Privacy Policy.
    2. With respect to your use of the Web2 Offering:
14. If you sign in using email, we collect personal information including your first name, last name and email address.
15. Ocean Floor Labs may use the personal information from you to provide you with information, updates and our services. We may also make you aware of new and additional products, services and opportunities available to you. We may use your personal information to improve our products and services and better understand your needs. We may contact you using the contact information you provide to us.
16. You are required to set a password, which is encrypted and not accessible by Ocean Floor Labs. If you lose or forget your password, or consider it stolen, you can access the Interface to reset your password.
17. wallet, keep safe the private key and deal with tokens in accordance with your instructions, the information we collect is the public address of your wallet and completed transaction hashes, the private key, and records regarding your instructions to us.
18. You warrant that any information you give to Ocean Floor Labs will always be accurate, correct and up to date.
19. You acknowledge that if Ocean Floor Labs is required by law at some future time to collect additional personal information, for example under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 as it may be amended, you may not be able access and use the Interface if you do not provide the required information.
20. General

Jurisdiction and governing law

1. Your use of the Web2 Offering and these Web2 Offering Terms are governed by the law of Western Australia, Australia and you submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in Western Australia, Australia.

Severability

1. If any provision of these Web2 Offering Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Web2 Offering Terms and will not affect the enforceability of any other provisions.

Capacity

1. You and Ocean Floors Labs agree, acknowledge and warrant that each have the legal capacity to enter into these Web2 Offering Terms.
2. Definitions
   1. Additional Terms means an additional terms to these Interface Terms provided from time to time.
   2. Encumbrance means:
      1. any mortgage, charge, assignment by way of security, lien, pledge, hypothecation, preferential right, trust arrangement or other third-party right; or
      2. any ‘Security Interest’ as that term is defined in section 12 of the PPSA.

1. ETH means ether, the native cryptographic token of the Ethereum blockchain.
2. Gas Fee means the fee paid in ETH for a transaction to be processed on the Ethereum blockchain, which is paid to the validator of a block and not paid to or determined by Ocean Floor Labs or any Creator.
3. Interface means the web-based front end located at https://www.marketplace.oceanfloor.io/, hosted and maintained by Ocean Floor Labs.
4. NFT means a non-fungible token minted via the Interface using the ERC 1155 contract as modified by Ocean Floor Labs. Further information is available at https://ethereum.org/en/developers/docs/standards/tokens/erc-1155/.
5. Ocean Floor Labs means Ocean Floor Labs Pty Ltd ACN 654 996 246.
6. Ocean Floor Music NFT Marketplace Interface means the web-based front end located at https://www.marketplace.oceanfloor.io/, hosted and maintained by Ocean Floor Labs.
7. Protocol means the suite of smart contracts including the ERC 1155 contract (which each Creator deploys) and the contracts deployed at the following public addresses: 0x759F210E14c8D6F354a393aFA7b09e8185B2DBD7
8. by a third party that allows you to interact with public blockchains and applications deployed on a public blockchain such as Metamask.
9. Website means the Ocean Floor Music website located at https://www.oceanfloor.io/.
10. WETH means wrapped ether.