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Terms of Use

These terms of use (Terms of Use) govern the use of the Catalyst Markets website (Website) and the services and products provided via the Website (Service). Each service or product is governed both by these Terms of Use and any additional terms and conditions specific to the Services (Product Terms). Where there is an inconsistency between the Terms of Use and Product Terms for a Service, the Product Terms prevail.

Catalyst Markets, is owned and operated by the Aboriginal Carbon Fund Limited (ABN 13 146 413 809), trading as the Aboriginal Carbon Foundation  (“ABCF,” “we,” “us”, or “our”). “user”, “you”, and “your” means a user of the Service, or if you use the Service on behalf of a company or other entity, includes that entity and You represent and warrant that (a) you are an authorised representative of the entity acting on its authority; and (b) you agree to these Terms on the entity’s behalf.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS.

Website Access

We reserve the right to withdraw or amend this Website, and any service, item, or material we provide on the Website in our sole discretion and without notice to you. Your access and use of the Website and any Service may be interrupted from time to time for technical reasons at ABCF’s sole discretion. We will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users. We reserve the right to terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Accessing a Service 

You represent and warrant that you will comply with all applicable local, State and Commonwealth  laws when using accessing the Website and using a Service. 

To access and use some of the Services on offer, you may need to register with us and set up an account with your email address and a password (your “Account”). You are solely responsible for maintaining the confidentiality of your password. You are exclusively responsible for activities that take place under your Account. You agree that when providing the Service we can act on instructions received by anyone accessing your Account using your credentials as if they had been received from you.

Use and abuse of the Website or Service.

To access the Website and use a Service, you agree that you are over 18 years old. You are solely responsible for all information that you give to ABCF. You are responsible for the consequences of your on-site communications. 

By accessing the Website or using a Service, you agree to the collection, transfer, storage and use of your personal information by us as data controller on servers located in the United States and in the European Union and in Australia and as further described in our Privacy Policy to be found on the Website.

You agree that you will not: 

  • Use or attempt to use another user’s Account without authorisation from such user;
  • Pose as another person or entity;
  • Claim a ABCF username for the purpose of reselling it or otherwise engage in name squatting; 
  • Access the Website or a Service from a new address if we’ve blocked any of your other addresses from accessing the Service;
  • Distribute spam or unwanted content; 
  • Use of the Website or a Service in a manner that could damage, disable, overburden, or impair the functioning of the Service;
  • Bypass or ignore instructions that control access to the Website or a Service;
  • Use any data mining, robot, spider, crawler, or any other automated means not authorised by us to access the Website or a Service, extract data, or interfere with the rendering of Service pages or functionality; 
  • Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Website or a Service, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Service; 
  • Sell or resell content from or access to the Website or a Service or attempt to circumvent any ABCF fee systems; 
  • Engage in behaviors that have the intention or the effect of artificially causing an item or collection to appear at the top of search results, or artificially increasing metrics that ABCF might use to sort search results; 
  • Use the data collected from the Website or a Service for any advertising or direct marketing activity;
  • Use the Website or a Service for money laundering, terrorist financing, or other illicit finance; 
  • Use the Website or a Service to carry out any financial activities subject to registration or licensing;
  • Use the Website or a Service to create, or deal in, financial products (as defined in the Corporations Act 2001 (Cth) 2001) except to the extent ABCF may issue you carbon offset credit in connection with the Service;
  • Use the Website or a Service to engage in price manipulation, fraud, deal in stolen items, or otherwise deceive; 
  • Create or display illegal content; 
  • Create or display digital content or media items that promote suicide, self-harm, hatred or violence;
  • Use the Website or a Service for any illegal or unauthorised purpose; or
  • Use the Website or a Service in any manner that could interfere with, disrupt the Website experience or Service of other users.

We reserve the right to take appropriate action or legal action for any illegal or unauthorised use of the Website or a Service. We have the right to fully cooperate with any law enforcement authorities or court order related to our Website, and its users. 

Important:  You indemnify and hold harmless ABCF Pty Limited and its affiliates, licensees and service providers from any claims resulting from any action as a result of any investigation by any law enforcement authority.

Assumption of risk when purchasing

You accept and acknowledge that:

  • You are solely responsible for determining what, if any, taxes apply to your transactions in receipt of a Service. ABCF is not responsible for determining the taxes that apply to your purchase activity.
  • You represent and warrant that you have done sufficient research before making any decisions to purchase a certificate. 

Changes to the Terms of Use 

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this document (Terms of Use) from time to time so you are aware of any changes, as they are binding on you. 

Site content and IP

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by ABCF, its licensors or other providers of such material and are protected by copyright, trademark, trade secret and other intellectual property rights laws. These Terms of Use hereby permit you to use the Website for your personal use only. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website without our written consent. However, if we provide social media features, such as the ability to share a social media post from the Website, you may take such actions as are enabled by such features. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted herein are reserved by ABCF. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws. 

Important: ABCF’s name, logo, trademarks, and any ABCF product or service names, designs, logos, and slogans are the intellectual property of ABCF, our affiliates, licensors or third parties and may not be copied, imitated or used, in whole or in part, without our prior written permission in each instance. 

Important: You may not attempt to discover any source code contained in the Website. You agree not to reproduce, copy or exploit for any purpose any aspect of the Website without our prior written permission. 

Reliance on Information Posted. 

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. This Website may include content provided by third parties, including materials provided by other users, bloggers and third party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by ABCF, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of ABCF. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties. 

Changes to the Website. 

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material. 

Communication Preferences

By creating an Account, you consent to receive electronic communications from ABCF (e.g., via email, push notification, text messages, or other types of messages). These communications may include notices about your Account (e.g., transactional information) and are part of your relationship with us. We may also send you promotional communications via email we think will be of interest to you. You understand that you are not required to provide this consent as a condition of using a Service and you may opt out of these communications through the Service or through your mobile device’s operating system (with the possible exception of important service announcements and administrative messages) by following the opt out instructions provided.

Third Party Payment Gateway

You may use a third party payment gateway -such as PayPal, for example – (“Third Party Service”) for some financial transactions and access to a Service. When you link your payment service account to your Account, you can use it to pay for items. You acknowledge and agree that by utilising any Third Party Service through our Website or a Service, you are bound by the terms and conditions of that third party and we are not liable for any loss, claims or damages however arising in connection with that Third Party Service.  

If you to link a Third Party Service account to your Account you appoint ABCF as your limited agent to:

  • a.      provide to the Third Party Service your name, address, payment amount, item details, item category, and all other information required by the Third Party Service to enable the Third Party Service to process payments to or from your Third Party Service account; and
  • b.     receive payment confirmation and decline notices from the Third Party Service in respect of your Third Party Service payment transactions. 

When you link your Third Party Service account to your Account, we accept our appointment as your limited agent to undertake those activities specified in the paragraph above. Our appointment as your agent to undertake these activities terminates immediately upon your Account ceasing to be linked to your Third Party Service account.

If you have a dispute with Third Party Service, a buyer, or a seller, that does not arise directly as a result of an error by ABCF, in respect of any payment transacted (or failed to be transacted) on your Third Party Service Account, you release us and our affiliates (and our officers, directors, agents, subsidiaries, joint ventures and employees and those of our affiliates) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known or unknown, arising out of or in any way connected with such disputes.

ABCF is not able to access your complete financial details from any Third Party Service or your Third Party Service account. At no time does ABCF hold any of the funds when a buyer pays a seller using Third Party Service. Funds are transferred directly by the Third Party Service from the buyer’s Third Party Service account to the seller’s Third Party Service account after the deduction by the Third Party Service of any relevant Third Party Service fees. The Third Party Service’s terms and conditions apply to your use of Third Party Service when you access Third Party Service’s Service from our Service, and you must agree to Third Party Service’s terms and conditions in order to use the Third Party Service. You acknowledge and agree that, to the extent permitted by law, we are not liable to you for any loss or damage you incur arising from your use of the Third Party Service method, unless such loss or damage was as a direct result of ABCF’s error, in which case our liability is limited in accordance with these Terms of Use.

Compliance with Australian laws

ABCF complies with all Australian laws. Certain services require us to be authorised to provide a financial service in relation to that product.  We sell Australian carbon credit units (ACCUs) on behalf of and as a Corporate Authorised Representative (No. 1299704) ofShepherd-Gray Pty Ltd, holder of an Australian financial services licence (No. 298851) and authorised to deal in derivatives which includes ACCUs. 

You have the opportunity to obtain independent legal and financial advice from appropriately qualified professional advisers and that you take into account your personal objectives, financial situation and needs before buying an item via our Service.  

You understand and acknowledge that tokens for sale under a Service:

  • are not offered as Investments and grant you no rights concerning ABCF;
  • will not change in value;
  •  are not designed to be used to make payments for any product or service other than as outlined in the token description; and
  • are not redeemable for cash or to enable completion of any payment. 
  • except where we expressly notify otherwise, are not financial products.

Geographic Applicability.

We make no claims that the Website or any of its content is accessible or appropriate outside of Australia. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside Australia, you do so on your own initiative and are responsible for compliance with local laws. 

Disclaimer of Warranties. 

You understand that we cannot and do not guarantee or warrant that the Website or any of its contents will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. We will not be liable for any loss or damage caused by a distributed denial of service attack, viruses or other material that may infect your equipment or data due to your use of the Website or items obtained via the Service or any website to which it is linked.

Your use of the Website, is provided on an ‘as is’ basis without warranties of any kind, at your own risk. We make no representations with respect to the completeness, security or reliability of the Website and its content. ABCF does not represent that the Website and Service will be error-free or uninterrupted, nor that defects will be corrected or that viruses and harmful material will be removed. You accept that the Website may not meet your needs and expectations.

ABCF disclaims all warranties of any kind including but not limited to any warranties of merchantability, non-infringement and fitness for purpose. The foregoing does NOT affect any warranties which cannot be excluded or limited under Australian law.

Limitation of Liability.

ABCF will not be liable under any circumstances for damages of any kind arising out of or in connection with use of the Website or a Service. To the extent that these Terms of Use are found to exclude, restrict or modify any such rights or statutory guarantees, those rights and/or statutory guarantees prevail to the extent of the inconsistency. Nothing in these Terms of Use excludes, restricts or modifies any rights or statutory guarantees that you have under applicable laws that cannot be excluded, restricted or modified.

Indemnification

You agree to defend, indemnify and hold harmless ABCF, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website or a Service. 

GST

If ABCF (the “supplier”):

(a)         are liable to pay goods and services tax (“GST”) on a supply made by it in the provision of a Service to you,

(b)         certifies to the recipient that it has not priced the supply to include GST; and 

(c)         issues a valid tax invoice to the recipient, 

then the recipient agrees to pay to the supplier an additional amount equal to the consideration provided for the supply multiplied by the prevailing GST rate:

(a)         if the tax invoice is issued prior to the payment date for the Service, on the payment date; or

(b)         if the tax invoice is issued on or after the Payment Date for the Service, within 10 days after the issue of the tax invoice. 

The supplier agrees to issue a valid adjustment note within 7 days of becoming aware that the actual amount of GST payable by it on the supply differs from the amount paid by the recipient.  Payment adjustments must then be made between the parties within two Business Days to reflect the actual amount of GST payable.

All references have the same meaning as provided in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Withholding tax

If you are required by law to withhold an amount in respect of tax from a payment to be made to ABCF because ABCF has not quoted its ABN, the withholding and payment to the relevant taxing authority will be a good discharge of its obligation to pay the relevant amount to the ABCF.  In the event that you pay an amount to ABCF without withholding an amount in respect of tax, ABCF indemnifies you for any loss suffered as a result of failing to withhold.

Entire Agreement                                  

Except to the extent that you also enter into Product Terms for a Service, these Terms of Use constitute the entire agreement between you and ABCF with respect to your use of the Website, and the Service and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter contained herein. Your obligations to indemnify ABCF, along with any other part of these Terms of Use which, by their nature should survive termination of these Terms or your right to use the Website, shall survive. 

No Assignment                                      

These Terms of Use and any Product Terms and any rights or licenses granted to you herein are personal to you, and may not be assigned prior to obtaining ABCF’s written consent. 

Arbitration                                                

Any disputes or claims arising from the use of the Website or a Service, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, will be resolved by binding arbitration under arbitration law and rules, and NT law. To the fullest extent permitted by law: (a) no arbitration under these Terms shall be joined to any other arbitration; (b) no class arbitration proceedings will be permitted; and (c) no conclusion of law in any other arbitration may be given any weight in any arbitration hereunder (unless determined in another proceeding between you and ABCF). Both parties will be responsible for their respective arbitration fees. 

Governing Law and Jurisdiction

These Terms of Use are governed by and construed in accordance with the laws of the Northern Territory ABCF retains the right to bring any suit, action or proceeding against you for breach of these Terms in your country of residence or any other relevant country. 

Injunctive Relief            

You agree that ABCF may bring suit in any court of competent jurisdiction in order to enjoin infringement or other misuse of ABCF’s or its affiliates or licensor’s intellectual property rights. 

Limitation on Time to File Claims                   

Unless otherwise restricted by law, any claims you have relating to these Terms of Use, the Website, a Service or its Product Terms must be commenced within one year after the relevant claim accrues, otherwise such claim is permanently barred. If applicable law prohibits a one year limitation period for asserting claims, the claim must be asserted within the shortest time period in excess of one  year that is permitted by applicable law.

Waiver and Severability                                      

No waiver by ABCF of any term or condition set forth in these Terms of Use or a Product Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by ABCF to assert a right or provision under these Terms of Use or a Product Terms shall not constitute a waiver of such right or provision. If any provision of these Terms of Use or a Product Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use or a Product Terms will continue in full force and effect. 

Notices, Questions or Concerns               

All notices, comments, requests for support and other communications relating to the Website or the Service, or ABCF, should be directed by email to ABCF via the email address provided on this Website.