Token Sale Terms

Updated at 19 June 2023

Capitalised words and phrases are defined in the “Definitions” section of this document unless otherwise specified.

Parties

Seller means LOVE TO Financial Management Pty Ltd (ABN 78 658 116 217) of 28 Eenie Creek Rd, Noosaville, QLD 4566, Australia, contactable on connect@loveto.group.

Customer means you, the person using Seller’s Service, contactable on any email communicated to Seller.

Background

• Seller operates the Service, which provides for the purchase of Tokens.
• The parties intend that Customer will use the Service to purchase Tokens on the terms and conditions of the Agreement.

1. Agreement Creation

Customer agrees to the terms of the Agreement by using the Services.

2. Services Use

Seller grants Customer a right to use the Service subject to the terms and conditions of the Agreement.

3. Placement of Orders

Placing orders

By placing an order, Customer agrees:

• to pay Seller the amounts listed on the Service by Seller in exchange for the Tokens; and
• to pay Seller for the Tokens using one of the payment methods specified by Seller on the Services.

Refunds

• By placing an order and making a payment for Tokens, Customer agrees that Seller will provide no refund in respect of the Token order.
• Seller may decline an order for Tokens at its discretion and will provide a full refund for any declined order.

4. PIE System

PIE System

Customer agrees and acknowledges that:

• Tokens are governed by the PIE System; and
• each Token represents a point under the PIE System.

No land rights

Customer agrees and acknowledges that Tokens do not confer any right whatsoever in connection with the real property upon which projects take place under the auspices of the PIE System.

Affiliations

Customer agrees and acknowledges that the system evaluation for the PIE System is operated by LOVE TO Growth Management Pty Ltd (ACN 658 116 217), which is an affiliate of LTBBG.

Disclosures

Customer agrees and acknowledges that:

• it has read and understood the Whitepaper, the information displayed on the Service interface and the terms in this document (Disclosed Information);
• any Tokens it purchases are purchased on the basis of an informed understanding of the Disclosed Information; and
• the terms of this document will take precedence to the extent of any inconsistency between them and any other part of the Disclosed Information.

5. Token System

Token Freeze

Customer agrees and acknowledges that:

• Token Freeze functionality is a necessary part of the certification functionality inherited by Tokens from Trust Buckets to co-ordinate blockchain Tokens with the off-blockchain components of the PIE System;
• Seller may trigger a Token Freeze at its sole and absolute discretion; and
• Customer has read the Whitepaper and disclosures around why the Tokens and Trust Buckets may be subject to a Token Freeze in the future.

Token purchase

Customer agrees and acknowledges that it may receive Tokens from LTBBG despite paying the Token purchase price to Seller.

PIE NFT

Customer agrees and acknowledges that, while the Token is functionally associated with the PIE NFT under a Trust Bucket, Customer receives no kind of ownership or control over the PIE NFT as the result of a Token sale under the Agreement.

Trust Bucket

Customer agrees and acknowledges that no fiduciary relationship whatsoever is created by the Trust Buckets.

6. Crypto System Acknowledgements

Crypto System novelty

Customer agrees and acknowledges that:

• Crypto Systems are experimental technology with unique, inherent and / or unknown risks;
• it is solely responsible for comprehending and managing those risks; and
• it has conducted sufficient due diligence on those risks to use the Services.

Crypto security

Customer agrees and acknowledges that “hacking” and security risks in general are inherent to Crypto Systems and that Seller makes no representations or warranties as to the security of the Service or the security of Customer’s use of the Service.

Immutability

Customer agrees that using Crypto Systems linked to the Service results in irrevocable and immutable changes to the Crypto System data, which means that the relevant Crypto System will:

• create irreversible transactions that Seller will not have the capacity to remedy; and
• create data on the Crypto System that cannot be updated.

Customer agrees that using a Crypto System risks:

• creating functionality that can never be halted; and
• making Crypto Funds or Crypto System functionality permanently unrecoverable by being associated with a Wallet address that no human possesses the Private Key to use.

No advice

The parties agree and acknowledge that Seller has not and will not provide any commercial or legal advice as part of the Service, including:

• legal liabilities arising from the use of the Service by any person; and
• the legality of any transaction on a Crypto System.

7. Token Terms

General use obligations

• Customer agrees to use the Service and make Token purchases in accordance with the law at all times, including any relevant anti-money laundering legislation or law of securities.
• The parties agree that a breach of any requirement in this section gives Seller the right to immediately suspend Customer’s access to the Service until Seller is reasonably satisfied that the use breaching this the requirement will be discontinued.

Third party sales

• Seller is not responsible for any third party Customer may access or use for purchasing, owning, or selling Tokens.
• Customer agrees and acknowledges Seller does not provide warranties or representations regarding the quality, accuracy, merchantability, or fitness for purpose of any third party selling or buying Tokens from Customer.

Tokens

Customer agrees and acknowledges Tokens are not intended to be any form of:

• security;
• financial instrument;
• investment; or
• speculative or financial purpose.

Age limit

Customer agrees and acknowledges they are over 18 years of age and are legally able to purchase Tokens.

8. Acceptable Use

Prohibited commercial uses

Customer agrees not to use the Service:

• for commercial reasons other than under agreement with Seller;
• in ways other than as the Service was designed to be used;
• in a way that infringes the intellectual property rights of a third party;
• for the purposes of “crawling” or otherwise harvesting data; or
• for the purposes of reverse engineering or creating derivative works of any part of the Service.

Service operation

Customer agrees not to use the Service:

• such that the use interferes with Seller’s ability to provide the same service to other parties; or
• in any way that could reasonably be categorised as ‘malware’.

9. Intellectual Property Protection

• Seller reserves the right to alter any element of the Service IP at its discretion.
• Customer agrees not to reverse engineer any part of the Service IP.
• No licence or right is granted over any intellectual property in the Service IP unless explicitly described in the Agreement.
• Customer does not have any right to resell or sub-licence the Service IP unless the Agreement explicitly provides otherwise.
• If Customer provides Feedback to Seller, Customer Transfers Intellectual Property Ownership in the Feedback (and any resulting enhancements to the Service) to Seller.

10. Privacy

• Seller will store and use the Personal Information of Customer in accordance with Seller’s Privacy Policy.
• Customer is responsible for its own compliance with privacy law. Seller does not promise that any use of the Services by Customer complies with any privacy law.

11. Service Interruptions

Unplanned

Customer acknowledges that:

• interruptions as a result of third party suppliers to Seller are beyond the control of Seller; and
• the Services may occasionally be interrupted due to technical difficulties.

Remedies

Seller will use reasonable efforts to remedy interruptions to the Services as soon as reasonably practicable.

Planned interruptions

Seller may interrupt the provision of the Services with 5 Business Days’ notice.

12. Relying on information

• Seller does not promise that any Service Content is complete or correct.
• Customer agrees that it should verify any Service Content before relying on it in any way.
• Seller may change the Service Content at its discretion without any warning or notification to Customer.
• To the extent that Service Content is third party advertising, Customer agrees that Seller does not endorse the third party advertiser or any of its information, products or services.

13. Limitation of Seller’s Liability

The amount Customer can claim from Seller in relation to the Agreement, Services and Tokens (including for any Example Limitation Risks) is Limited To The Legal Minimum.

14. Termination

Termination for breach

Seller can terminate the Agreement immediately by written notice if:

• it notifies the Customer of an Agreement breach in writing; and
• the breach is not remedied 5 Business Days after the breach notification.

The Seller’s obligations under the Agreement will be suspended until the notified breach is remedied.

On termination

Customer agrees not to use the Service at any point after Seller terminates the Agreement with Customer.

Insolvency

Seller may terminate the Agreement immediately with written notice if Customer becomes insolvent.

15. Dispute Resolution

Parties will use dispute resolution

• Where any dispute arises between the parties in relation to the Agreement, the parties must comply with the procedure described in this section to resolve the dispute before a party brings court proceedings.
• This section will not apply to payments due to Seller under the Agreement.
• Nothing in this clause prevents any party from bringing court proceedings for urgent injunctive, interlocutory or declaratory relief.

Process

The parties agree to the Dispute Resolution Discussion.

16. Agreement Changes

• Seller may change the Agreement at any time, without giving Customer notice.
• Any such changes will only apply to any future use of the Services.
• Customer must review the Agreement each time they use the Services.
• If Customer does not agree to the Agreement changes, Customer must cease using the Services.

17. Taxes

• Customer will be liable for all duties and taxes connected with the Agreement.
• Customer undertakes to notify Seller in writing of Customer’s location if Customer’s location causes amounts under GST Law to be payable by Customer in connection with payments made under the Agreement.
• Customer will be liable for taxes incurred under GST Law.
• Payment amounts referenced in the Agreement will be exclusive of GST Law amounts unless explicitly stated.

18. General Provisions

Governing law

• The governing law of the Agreement will be the law of Queensland.
• The parties agree that this state or territory will be the exclusive jurisdiction for any proceedings under the Agreement.

Notice

Parties will send notices and other written communications connected with the Agreement to the contact details listed in the “Parties” section.

Assignment

Neither party may assign its obligations under this Agreement without the prior written permission of the other party.

Agreement technicalities

The parties agree to:

• the Boilerplate Provisions; and
• the Interpretation Principles.

Definitions

Agreement

means the agreement arising between the parties in accordance with this document and the other documents referred to by this document.

Boilerplate Provisions

The following sections apply to the Agreement.

Further assurances

The parties agree to do everything required to give full effect to the Agreement.

Entire agreement

The Agreement and any other document incorporated by reference constitute the entire legal agreement. The parties agree that they have not relied on any representation or statements outside the terms of the Agreement.

Electronic signature

The Agreement may be executed or entered into electronically.

Counterparts

The documents constituting the Agreement may be executed in multiple counterparts. The counterparts will be read as one legal document.

Waiver

No right or obligation under the Agreement will be waived unless the waiver is explicitly made in writing.

Severance

Any unenforceable or invalid term of the Agreement will only be severed to the extent of the unenforceability or invalidity without affecting any other term in the Agreement.

Binding on successors

The Agreement is binding on each party’s successors and permitted assigns.

Agreement expenses

The parties will cover their own expenses in preparing the Agreement documents.

Business Days

means a day, between the hours of 9am to 5pm, in the jurisdiction of the governing law of the Agreement (Area), that is not:

• a Saturday or Sunday; or
• a public holiday, special holiday or bank holiday in the Area.

Compulsory Condition, Compulsory Conditions

means any condition, warranty or guarantee that the law does not permit to be limited or excluded (such as the consumer guarantees under the Competition and Consumer Act 2010 (Cth)).

Crypto Funds

means a currency-like denomination arising from a Crypto System.

Crypto System, Crypto Systems

means a distributed computing system where interactions are governed by cryptographically enforced rules.

Dispute Resolution Discussion

• The party claiming that there is a dispute must provide notice of the dispute in writing to the other party that includes full and detailed particulars of the dispute (Dispute Notice).
• The party receiving the Dispute Notice must respond in writing to the initiating party with a response that includes full and detailed particulars of its position on the dispute within 10 Business Days (Dispute Response).
• Within 10 Business Days of the Dispute Response due date both parties must arrange a meeting between representatives (in person or on the telephone) with sufficient authority to resolve the dispute (Resolution Meeting).
• The discussion process above will be deemed to have ended if there is no resolution within 10 Business Days of the Resolution Meeting or a written agreement between the parties to extend this deadline.

Example Limitation Risks

means any liabilities arising from the risks described below.

Risks from advice, including:

• incorrect technical advice or data;
• failure to provide correct information; and
• reliance on advice or opinions in whatever form.

Risks from data, including:

• the storage of any third party data;
• a third party pursuing a right conferred by privacy or data protection law;
• breach of privacy or data protection law;
• corrupted or lost data;
• breach of any law in connection with spam; and
• digital security issues like malware.

Risks from software and network, including:

• failure of any software, hardware or network components provided by a third party;
• faulty technical data created by software;
• digital security issues like software vulnerabilities;
• the use of software for unlawful activity;
• software or network that’s inaccessible for any reason; and
• software in a testing phase like (or analogous to) beta and alpha software.

Risks from the Agreement, including:

• breaches of the Agreement;
• any delay connected with the Agreement;
• negligence connected with the Agreement and its subject matter;
• the termination of the Agreement;
• any act or omission connected with this agreement; and
• third party reliance on the subject matter of the agreement.

Feedback

means any comments or suggestions on the Service by Customer resulting from use of the Services by Customer.

GST Law

means the A New Tax System (Goods and services Tax) Act 1999 (Cth).

Intellectual Property Rights

means all present and future rights conferred by common law, equity or statute connected with the results of intellectual activity, as well as the benefit of any application to register, renew or extend such a right.

Interpretation Principles

The Agreement will be interpreted as follows unless it explicitly states otherwise.

Grammatical Forms

In this document grammatical forms will be interpreted as follows:

• headings are for convenience and will not affect interpretation; and
• “$” means the Australian dollar.

Definitions

• Parameters in definitions are indicated with italic text.
• Defined terms are capitalised and not legally effective except as described below.
• Provisions using definitions with parameters (Parameter Provisions) are not legally effective except as described below.
• Parameter Provisions will be read as replaced with the rights and obligations in the definition, and parameters will be substituted with the equivalent concepts in the Parameter Provision on a plain reading of it.
• The Parameter Provision may stipulate exceptions, which will be read as an exception to the rights and obligations in the definition.
• Where a definition refers to rights and obligations as “these” or “this” it refers to those created by the replacement of the Parameter Provision with the definition.

LTBBG

means Love To Be Bright Green Mutual Limited (ACN 649 076 933).

Limited To The Legal Minimum

The limited party deals with the limiting party in respect of the limitation subject at its own risk. To the fullest extent permitted by law, limiting party excludes all liability (including consequential loss) to limited party for any liabilities connected directly or indirectly with the limited party and limiting party dealings in relation to the limitation subject, including liabilities based on:

• contract law;
• tort law; or
• legislation,

and including liabilities caused by any limitation risks.

Indemnities not limited

The foregoing limitation of liability will not apply to indemnities given by limiting party to limited party under the Agreement.

Implied Conditions

To the fullest extent permitted by the law, all terms and conditions implied by any other source of law in relation to dealings between the limiting party and the limited party in respect of the limitation subject are excluded from the Agreement.

Compulsory Conditions

To the fullest extent permitted by the law, limiting party’s liability to the limited party for breaching a Compulsory Condition in relation to the limitation subject is limited to:

• in a case where a breach is deemed to be a breach in respect of goods:

  • the replacement of the relevant goods or the supply of equivalent goods;
  • the repair of the relevant goods;
  • the payment of the cost of replacing the relevant goods or of acquiring equivalent goods; or
  • the payment of the cost of having the relevant goods repaired; and

• in a case where a breach is deemed to be a breach in respect of services:

  • the resupply of the relevant services; or
  • payment of a sum equal to the cost of resupplying the relevant services.

The limiting party will choose which of these options will apply.

PIE NFT

means the non-fungible tokens that enshrine “PIE Certificates” (within the meaning of the PIE System).

PIE System

means the proprietary framework developed to quantify ecological improvement created by environmental projects.

Personal Information

means any information that is categorised as ‘personal information’ or ‘personal data’ under privacy law, or is otherwise regulated by privacy law.

Privacy Policy

means Seller’s privacy policy published at https://brightgreens.io/privacy.

Private Key

means a privately held cryptographic key used to interact with a Crypto System.

Service, Services

means:

• the web interface and service at https://brightgreens.io/; and
• any sale or transfer of effective control over the Tokens using that interface.

Service Content

means any information, content or data provided with or in association with the Services.

Service IP

means the Intellectual Property Rights in the Services provided.

Token, Tokens

means the token minted by LTBBG known as a “Bright Green” on the Ethereum blockchain and trading under the symbol “BBG”.

Token Freeze

means the Trust Bucket functionality that freezes the transfer of Tokens as described in the Whitepaper.

Transfers Intellectual Property Ownership

• The assignor assigns all current and future Intellectual Property Rights in the transfer subject to assignee.
• The assignment will be a global assignment of Intellectual Property Rights.
• The assignor warrants and represents to assignee that it has the right to transfer the Intellectual Property Rights under this clause and that the assignee’s legitimate exercise of the assigned Intellectual Property Rights will not infringe the rights of any third party.
• The assignor agrees to do all things necessary to give effect to the foregoing assignment of Intellectual Property Rights.
• The assignor gives (and where it does not hold the relevant moral rights warrants that it will obtain) any moral rights waivers and consents necessary to ensure the assignee can deal in the Intellectual Property Rights in the transfer subject in accordance with this clause without infringing moral rights.

Trust Bucket, Trust Buckets

means the blockchain technology used by LTBBG to mirror the PIE System on the blockchain.

Wallet

means a cryptographic “wallet” associated with a Crypto System.

Whitepaper

means the Whitepaper setting out details of the system underlying the creation and sale of the Tokens at https://brightgreens.io/.