Terms and Conditions

Introduction

These terms and conditions (the “Terms and Conditions”) of Minke, expressly declare and outline the rules and regulations for the use of Minke's App, that can be accessed on App Store (IOS App) (the “App”). The Terms and Conditions are conditions precedent for the use of the App. By accessing/using/recommending/signing up/referring to someone/opening a link to the App, we assume you accept these terms and conditions, and you declare that you expressly accept the Terms and Conditions of the App without any force and coercion. You are hereby warned and made clear without any kind of ambiguity that if you do not accept these Terms and Conditions you may not proceed further. You are also being made aware that if you sign up/move forward/access/recommend to someone without accepting the Terms and Conditions, you would keep Minke, App, its owners/affiliates/employees and all person affiliated with App, harmless and you waive off all your rights to sue the App its owners and all affiliates. Do not continue to use Minke if you do not agree to take all of the terms and conditions stated on this page. You accept the Terms by remaining on the App. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Minke in the user interface.

Definitions

“Acceptable Use Policy” means the policy set forth below, as it may be updated by us from time to time. You agree not to, and not to allow third parties to, use the Services:

to violate, or encourage the violation of, the legal rights of others (for example, this may include allowing End Users to infringe or misappropriate the intellectual property rights of others in violation of the Copyright Act 1968((Cth));
to engage in, promote or encourage any illegal or harmful activity or infringing, offensive or harmful content;
for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a App);
to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
to interfere with the use of the Services, or the equipment used to provide the Services, by customers, authorized resellers, or other authorized users;
to disable, interfere with or circumvent any aspect of the Services (for example, any thresholds or limits);
to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertising or other solicitation; or
to use the Services, or any interfaces provided with the Services, to access any other product or service in a manner that violates the terms of service of such other product or service.

“Account Information” means information about you that you provide to us in connection with the creation or administration of your Account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with your Account.

“API” means an application program interface.

“Content” means software (including machine images), data, text, audio, video or images and any documentation we offer for the Services.

“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).’

“Our Marks” means any trademarks, service marks, service or trade names, logos, and other designations of Minke and their affiliates or licensors that we may make available to you in connection with this Agreement.

“Order” means an order for the Products or Services executed through an order form directly with Minke , or through a cloud vendor, such as Amazon Web Services, Microsoft Azure, or Google Cloud.

“Policies” means this Agreement, the Acceptable Use Policy, Privacy Policy, any supplemental policies or addendums applicable to any Service as provided to you, and any other policy or terms referenced in or incorporated into this Agreement, each as may be updated by us from time to time.

“Privacy Policy” means the privacy policy located at privacy policy (and any successor or related locations designated by us), as it may be updated by us from time to time.

“Third-Party Content” means Content made available to you by any third party on the Site or in conjunction with the Services.

“Service Offerings” means the Services (including associated APIs), Our Content, Our Marks, and any other product or service provided by us under this Agreement. Service Offerings do not include Third-Party Content or Third-Party Services.

“Suggestions” means all suggested improvements to the Service Offerings that you provide to us.

“Third-Party Content” means Content made available to you by any third party on the Site or in conjunction with the Services.

"Your Content" means Content that you or any End User transfers to us for processing, storage or hosting by the Services in connection with Account and any computational results that you or any End User derive from the foregoing through their use of the Services. Your Content does not include Account Information

1. The Services

Generally. You may access and use the Services in accordance with this Agreement. You agree to comply with the terms of this Agreement and all laws, rules and regulations applicable to your use of the Service Offerings.
Offerings and Access. Minke offers a number of products (each a “Service”) under the Minke brand. Services are accessed through the Apple App Store, Google Play Store, and Site, unless otherwise agreed in writing or otherwise offered.
Third-Party Content. In certain Services, Third-Party Content may be used by you at your election. Third-Party Content is governed by this Agreement and, if applicable, separate terms and conditions accompanying such Third-Party Content, which terms and conditions may include separate fees and charges.
Third-Party Services. When you use our Services, you may also be using the services of one or more third parties. Your use of these third party services may be subject to the separate policies, terms of use, and fees of these third parties.

2. About the App

Minke is a non-custodial cryptocurrency wallet built by Minke Labs Pty Ltd, which allows users/Clients to carry out and manage digital crypto assets transactions on compatible block chain networks.
Access to and use of the App, or any of its associated Products or Services, is provided by Minke. Please read these terms and conditions (the 'Terms ') carefully. By using, browsing, and/or reading the App, signifies that you have read, understood, and agree to be bound by the Terms.
Minke reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Minke updates the Terms, it will use reasonable endeavors to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.

3. Registration to use the Services

As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details)
You warrant that any information you give to Minke in the course of completing the registration process will always be accurate, correct, and up to date.
Once you have completed the registration process, you will be a registered Client of the App ('Client ') and agree to be bound by the Terms. As a Client, you will be granted immediate access to the Services from the time you have completed the registration process.
You may not use the Services and may not accept the Terms if:

you are not of legal age to form a binding contract with Minke; or
you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.

4. Your obligations as a Client

As a Client, you agree to comply with the following:

You shall have the sole responsibility for protecting your private keys. If you lose your private keys or give them to another party that may result in a loss of funds Minke shall not in any manner whatsoever be responsible for any kind of claim.
you will use the Services only for purposes that are permitted by:

the Terms; and
any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;

you have the sole responsibility for protecting the confidentiality of your password.
any use of your account by any other person, or third parties, is strictly prohibited. You agree to immediately notify Minke of any unauthorised use or any breach of security of which you have become aware;
access and use of the App is limited, non-transferable, and allows for the sole use of the App by you for the purposes of Minke providing the Services;
You declare that anything that is against the law is not permissible and make yourself bound by your act, and make responsible for the outcomes of the acts that are against the law.
you will not use the Services or the App in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of Minke;
you will not use the Services or App for any illegal and/or unauthorised use which includes collecting email addresses of Clients by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the App;
you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the App without notice and may result in termination of the Services. Appropriate legal action will be taken by Minke for any illegal or unauthorised use of the App; and
you acknowledge and agree that any automated use of the App or its Services is prohibited.

5. Payment

Where the option is given to you, you may make payment for top up by using Wyre
Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All Fees payable by you are exclusive taxes unless otherwise noted. We reserve the right to withhold taxes where required under the Income Tax Assessment Act, 1997 (Australia).

6. Temporary Suspension; Limiting API Requests.

We may suspend Your right to access or use any portion or all of the Services immediately upon notice to you if we determine:

You violated any law rules and regulation of Australia or other country.
your use of the Services (i) poses a security risk to the Services or any third party, (ii) could adversely impact our systems, the Services or the systems of any other user, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be fraudulent;\
you are, or any End User is, in breach of this Agreement;
(c) you are in breach of your payment obligations under Section 4 and such breach continues for 30 days or longer; or
for entities, you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

Effect of Suspension

If we suspend your right to access or use any portion or all of the Services:

you remain responsible for all Fees and charges you incur during the period of suspension; and
you will not be entitled to any service credits for any period of suspension.

Limiting API Requests

If applicable to a particular Service, we retain sole discretion to limit your usage of the Services (including without limitation by limiting the number of API requests you may submit (“API Requests”)) at any time if your usage of the Services exceeds the applicable Threshold for your Selected Plan of Service

7. Copyright and Intellectual Property

The App, the Services and all of the related Services and products of Minke are subject to copyright. The material on the App is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the App (including but not limited to text, graphics, logos, button icons, video images, audio clips, App, code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes and are reserved by Minke or its contributors.
Minke does not grant you any other rights whatsoever in relation to the App or the Services. All other rights are expressly reserved by Minke.
Minke retains all rights, title, and interest in and to the App and all related Services. Nothing you do on or in relation to the App will transfer any:

business name, trading name, domain name, trademark, industrial design, patent, registered design or copyright, or
a right to use or exploit a business name, trading name, domain name, trademark or industrial design, or
a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.

You may not, without the prior written permission of Minke and the permission of any other relevant rights owners: broadcast, republish, Sell, rent or sub-license, reproduce, duplicate or copy, redistribute content, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose unless otherwise provided by these Terms. This prohibition does not extend to materials on the App, which are freely available for re-use or are in the public domain.

8. Confidential Information

You hereby declare that any confidential information related to anyone that is acquired during the course of the use of this App, shall be kept to yourself and shall not be made public in any manner. Any claim arising out the dispute regarding the confidential information shall be the responsibility of the users and the App and Minke shall be placed unharmed and no action can be taken against Minke.

9. Privacy

Minke takes your privacy seriously and any information provided through your use of the App and/or Services are subject to Minke's Privacy Policy, which is available on the App and can be viewed at this link.

10. Content Liability

Minke shall not in any manner whatsoever shall be held responsible for any content that appears on App. You agree to protect and defend us against all claims that is arising on our App. No link should appear on App that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.

11. General Disclaimer

Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
Subject to this clause, and to the extent permitted by law:

all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
Minke will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

All the information/links/profiles/information on the App is published in good faith and for easement of people without providing any fundamental right of access and is for general information purpose only. Any action you take upon the information you find on this App, is strictly at your own risk, Minke shall not be liable for any losses and/or damages in connection with the App or Minke its affiliates, employees, agents, contributors and licensors.
Use of the App and the Services is at your own risk. Everything on the App and the Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Minke make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of Minke) referred to on the App, includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
the accuracy, suitability or currency of any information on the App, the Services, or any of its Services related products (including third party material and advertisements on the App);
costs incurred as a result of you using the App, the Services or any of the products of Minke; and
the Services or operation in respect to links which are provided for your convenience.

12. Limitation of liability

Minke's total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.
Promotions of various restaurants regarding the food they offer and discounts on the App is just a guide and for general information purpose that operated/controlled and managed by the business owners who are promoting. Minke cannot be held accountable if anything wrong happens about promotions, as the information regarding the promotion is being published in good faith..
You expressly understand and agree that Minke, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

13. Termination of Contract

The Terms will continue to apply until terminated by either you or by Minke as set out below.
If you want to terminate the Terms, you may do so by:

providing Minke with notice of your intention to terminate; and
closing your accounts for all of the services which you use, where Minke has made this option available to you.

Minke may at any time, terminate the Terms with you if:

you have breached any provision of the Terms or intend to breach any

provision;

Minke is required to do so by law;
the provision of the Services to you by Minke is, in our opinion no longer commercially viable.

Termination for Convenience.

You may terminate this Agreement for any reason by, in the case of Plan’s not requiring an Account, ceasing use of the service. In the case of paid Plan(s) or Plan(s) requiring an account, only in accordance with your Order. In the case of Plan’s not requiring an Account, we may terminate this Agreement for any reason by providing you at least 30 days’ written notice. In the case of paid Plan(s) or Plan(s) requiring an account, we may terminate only in accordance with your Order.

Termination for Cause.

By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party.
By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause if we have the right to suspend under Terms and Conditions if our relationship with a third-party partner who provides software or other technology we use to provide the Services expires, terminates or requires us to change the way we provide the software or other technology as part of the Services, or (C) in order to comply with the law or requests of governmental entities.

Effect of Termination.

Upon the Termination Date:

all your rights under this Agreement immediately terminate;
each party remains responsible for all fees and charges it has incurred through the Termination Date and are responsible for any fees and charges it incurs during the post-termination period;

Subject to local applicable laws, Minke reserves the right to discontinue or cancel your Clientship at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the App or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Minke's name or reputation or violates the rights of those of another party.

14. Indemnity

You agree to indemnify Minke, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:

all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with Your Content;
any direct or indirect consequences of you accessing, using or transacting on the App or attempts to do so; and/or
any breach of the Terms.

15. Dispute Resolution

Compulsory:

If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

Notice:

A party to the Terms claiming a dispute (the 'Dispute ') has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

Resolution:

On receipt of that notice (the 'Notice') by that other party, the parties to the Terms ('Parties ') must:

Within 28 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
If for any reason whatsoever, 28 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Australian Mediation Association or his or her nominee;
The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
The mediation will be held in Victoria, Australia.

Confidential:

All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.

Termination of Mediation:

If 3 days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

16. Venue and Jurisdiction

The Services offered by Minke is at this time intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the App, you agree that the exclusive venue for resolving any dispute shall be an Arbitrator who shall be appointed by both the parties and if the dispute is not resolved the same shall be resolved by the courts of Western Australia, Australia.

17. Governing Law

The Terms are governed by the laws of [mention name of place] Australia, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Western Australia, Australia, without reference to conflict of law principles, notwithstanding mandatory rules.

The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

18. Independent Legal Advice

Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.

19. Severance

If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.

20. Contact Us

In case you have any kind of query or question regarding the Terms and Conditions you may contact us at legal@minke.app.