Mycelium Rewards Terms of Use

PLEASE READ THESE REWARD TERMS AND CONDITIONS OF USE (REWARD TERMS) CAREFULLY. BY ACCESSING OR USING WEBSITES, MOBILE APPLICATIONS, OR OTHER PRODUCTS OR SERVICES THAT HAVE LINKED TO THESE TERMS OF USE, YOU AGREE TO ABIDE BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF USE, OR IF ANY OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE TERMS OF USE IS INACCURATE AS APPLIED TO YOU SHOULD CEASE USE OF OUR WEBSITES, MOBILE APPLICATIONS, OR OTHER PRODUCTS OR SERVICES ACCORDINGLY.

When you undertake qualifying actions to receive Rewards provided by Lions Mane Golden Development Limited (we, us, our, or Mycelium) you must agree to the terms and conditions of use set out in this document (Reward Terms), which apply to you the user (You or the User).

Operative clauses

1. User Eligibility and Acknowledgements

You acknowledge and agree that:

you must meet the qualifications for Rewards (Qualifying Actions) as set out on our Website from time to time, which we may in our discretion, change without notice;
Rewards are granted and calculated in the manner set out on our Website which the we may in our sole discretion, change without notice;
you are solely responsible for any decision to enter into a transaction in connection with these Reward Terms, including the evaluation of any and all risks related to any such transaction;
a significant degree of IT sophistication is required to safely deal in and store Digital Currency of any kind using a Digital Wallet;
we are not a custodian for the purposes of any securities or financial product legislation, and transfers of any Rewards are for transaction purposes only;
all transactions entered into and conducted under these Reward Terms are deemed to have occurred within the Jurisdiction;
we are not responsible for any Loss caused by your failure to act in accordance with our policies, procedures or in accordance with our reasonable directions which relate to Qualifying Actions;
you engage in Qualifying Actions entirely at your own risk and understanding and we have not made any representations or warranties as to the IT security or ongoing availability of such services or that your access to Rewards will be uninterrupted, timely or secure at all times;
you understand and acknowledge that your ownership of the Rewards remains contingent upon you remaining in control of the seed phrases and private key(s) associated with your Digital Wallet and that we will not store any information in connection with your Digital Wallet beyond that required for providing the Rewards;
we do not and cannot guarantee there will be any use for, or any particular amount available for any Reward you receive in the form of Digital Currency; and
we do not represent or guarantee any outcomes, or any financial return from your acquisition of any Rewards from us.
Rewards are not intended for speculative use, are not offered, and are not intended to be a security or financial product and nothing we publish is in any way financial advice to you or any other person;
Rewards issued in Digital Currency may experience or may have extreme price volatility, including being worthless in the future; and
we are not providing and will not provide any fiduciary, advisory, brokerage, exchange or other similar services to you or any other person.

2. Warranties

2.1 User warranties
You warrant and assure us that in accessing the Rewards and performing the Qualifying Actions:

you have adequate knowledge and expertise of distributed ledger/blockchain technologies, rewards, accounts, keys, and details of earning rewards; including sufficient experience in dealing with and storing Digital Currency using a Digital Wallet;
you have all necessary experience, resources, certificates, licences, permits and approvals to procure or receive Rewards applicable in Your Jurisdiction, and that any transactions under these Reward Terms or in your use of the Rewards will be legal under the applicable laws of Your Jurisdiction;
all information you supply is true and accurate as at the time it is given, and that any Digital Wallet address you provide to us has been generated in accordance with best practice security measures and no other party, other than you or your authorised representative, has used, or has access to, the seed phrases, private keys or analogous passwords required to effect transfers from, the Digital Wallet;
no Digital Currency transferred to us to use Rewards has been derived from any illegal or unlawful activity;
you are the lawful owner of any Digital Wallet nominated for delivering Tokens and receiving Rewards and each Digital Wallet is owned and operated solely for your benefit, and no person has any right, title or interest in your nominated Digital Wallet; and
you have had the opportunity to obtain independent legal advice in relation to the nature and effect of these Reward Terms,

2.2 Continuous warranties
You represent and warrant to us that:

each of the User Warranties is true and accurate, and not misleading or deceptive as at the date of these Reward Terms and, except as expressly stated, will be true, accurate and not misleading or deceptive each time you perform Qualifying Actions or Rewards are provided to you; and
in the event that any of the User Warranties cease to be true and accurate, you will immediately cease use of Rewards.

2.3 Mutual warranties
Each party warrants and assures the other party that:

if it is a company, it is duly incorporated and validly exists under the law of its place of incorporation;
it is not subject to an Insolvency Event; and
these terms constitute a legal, valid and binding terms enforceable in accordance with its terms by appropriate legal remedy.

2.4 Knowledge and awareness

Where a warranty is given ‘to the best of a party’s knowledge, belief and awareness’, or ‘as far as the party is aware’ or with a similar qualification as to the relevant party’s awareness or knowledge, the party giving the warranty will be deemed to know or be aware of a particular fact, matter or circumstance if that party’s directors or senior management employees are aware of that fact, matter or circumstance, or would have become aware if they had made reasonable enquires as at the date of these Reward Terms.

3. Indemnity

3.1
You agree to indemnify us and our Personnel and will keep us and our Personnel indemnified at all times to the fullest extent permitted by law in respect of any Loss or Claim which we or our Personnel may suffer, sustain or incur arising from, or connected with, a breach of a User Warranty without limitation.

3.2
In addition, you must indemnify us and our Personnel and keep us and our Personnel indemnified at all times to the fullest extent permitted by law in respect of any Claim which we or our Personnel may suffer, sustain or incur arising from, or connected with, any breach of these Reward Terms, other than a breach of a User Warranty, or any breach of all applicable laws, reduced to the extent of the Loss in respect of the Claim was caused by the negligent act or omission of us or our Personnel.

4. Limitation of liability

4.1 Limitation of liability
In the absence of a material breach of these Reward Terms by us or the gross negligence, fraud or wilful misconduct by us when providing Rewards to you under these Reward Terms, we will not be liable to you on account of anything done, omitted or suffered by us acting in good faith when providing Rewards to you pursuant to these Reward Terms, including in respect of a Force Majeure Event.

4.2 Third party services
Subject to clause 4.1, we will not be liable for the performance, errors or omissions of unaffiliated, nationally or regionally recognised third parties or decentralised networks such as, by way of example and not limitation: blockchain networks (whether private/permissioned or public), courier companies, national postal services and other delivery, telecommunications and other companies not under our reasonable control, and third parties not under our reasonable control providing services to the blockchain industry generally, such as, by way of example and not limitation, companies and other entities providing processing and payment or transaction services (including “Layer 2” or similar “roll-up” or optimisation services), banking partners, custody services, market making services and/or third party pricing services and decentralised blockchain networks such as, by way of example and not limitation, the blockchain(s) upon which any delivery of Rewards depends or forks of those blockchain(s).

4.3 Compliance with laws – No monitoring responsibilities

We will have no liability or responsibility for your compliance with laws or regulations governing the use of the Rewards. Further, you are solely responsible for compliance with all applicable requirements of any laws, rules, and regulations of governmental authorities in Your Jurisdiction.
You further acknowledge that neither we nor any of our Personnel is, and will not be, by virtue of providing the delivery of Rewards to you, an advisor or fiduciary to you.

4.4 No liability for consequential loss
Neither party will be liable to the other for any Loss or Claim in the nature of consequential or indirect loss, including without limitation loss of profits, loss of chance, loss of expectations, or loss or opportunity.

5. Disputes Resolution and Class Action Waiver

5.1
Any dispute, claim or controversy (Dispute) arising out of or relating to any of these Reward Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Sydney before one arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking urgent interlocutory or provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

5.2
If permitted by applicable law, each party waives the right to litigate in court or an arbitration proceeding any Dispute as a class action, either as a member of a class or as a representative, or to act as a private attorney general.

5.3 Confidentiality
Each party must keep confidential, all information relating to the subject matter of a Dispute as disclosed during or for the purposes of dispute resolution under this clause 5, unless that party is compelled by an regulatory or government authority, court or tribunal to disclose that information.

6. Disputes Resolution and Class Action Waiver

6.1 Governing law and jurisdiction
These Reward Terms are governed by the laws of the Jurisdiction. The parties irrevocably submit to the exclusive jurisdiction of the courts of the Jurisdiction and the courts of appeal from them.

6.2 Amendment
We reserve the right to amend these Reward Terms from time to time in our absolute discretion. Amendments will be effective as soon as such changes are notified to you in writing from time to time.

6.3 Precedence
Where there is inconsistency between these Reward Terms and other content displayed on the Website concerning the Reward Terms, the content of these Reward Terms will prevail to the extent of any inconsistency

6.4 Force Majeure
We will not be liable for any delay or failure to perform our obligations under these Reward Terms if such delay is due to any circumstances beyond our reasonable control (including but not limited to epidemics, pandemics, blockchain congestion or attacks, Government sanctions or orders, whether known or unknown at the time the parties enter into these Reward Terms) (Force Majeure Event).

6.5 Waiver
A provision of these Reward Terms or a right created under it may not be waived except in writing signed by the party granting the waiver.

6.6 Exercise of a right
A party may exercise a right at its discretion and separately or together with another right. If a party exercises a single right or only partially exercises a right, then that party may still exercise that right or any other right later. If a party fails to exercise a right or delays in exercising a right, then that party may still exercise that right later.

6.7 Remedies cumulative
The rights and remedies provided in these Reward Terms are cumulative with and not exclusive of the rights and remedies provided by law independently of these Reward Terms.

6.8 Severance
If any provision of these Reward Terms are void, voidable, unenforceable, illegal, prohibited or otherwise invalid in a jurisdiction, in that jurisdiction the provision must be read down to the extent it can be to save it but if it cannot be saved by reading it down, words must be severed from the provision to the extent they can be to save it but if that also fails to save it the whole provision must be severed. That will not invalidate the remaining provisions of these Reward Terms nor affect the validity or enforceability of that provision in any other jurisdiction where it is not invalid.

6.9 Entire agreement

These Reward Terms constitute the entire agreement of the parties in respect of the subject matter of these Reward Terms and supersedes all prior discussions, representations, undertakings and agreements.
None of our agents or representatives are authorised to make any representations, conditions or agreements not expressed by us in writing nor are we bound by any such statements.

6.10 Costs
Each party must pay its own fees, costs and expenses incurred by it incident to or in connection with the negotiation, preparation, execution, delivery and completion of these Reward Terms and the transactions contemplated by the Reward Terms including without limitation its own legal, accounting and corporate advisory fees.

7. Definitions

In these Reward Terms:

Business Day means any day except a Saturday or a Sunday or other public holiday in the Jurisdiction;

Claim includes a claim, notice, demand, action, proceeding, litigation, investigation, however arising whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a party to these Reward Terms and where and to the extent the context permits, includes all associated Loss;

Corporations Act means the Corporations Act 2001 (Cth);

Digital Currency means a cryptographically secured virtual currency or virtual asset which we identify as an acceptable means of providing Rewards, transacting with us and can include the Tokens;

Digital Wallet means the applicable digital wallet location, public key or wallet address, account or storage device which you use for the Rewards;

Insolvency Event means the happening of any of the following events in relation to a body corporate:

the body corporate becomes an externally-administered body corporate;
a person is appointed a controller (as defined in section 9 of the Corporations Act), administrator, receiver, provisional liquidator, trustee for creditors in bankruptcy or an analogous appointment is made in respect of the body corporate;
in Australia, the body corporate is taken to have failed to comply with a statutory demand within the meaning of section 459F of the Corporations Act;
the body corporate suspends payment of its debts, or enters, or takes any step towards entering, a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors;
a secured creditor of the body corporate enforces its security in relation to its debt for an amount in excess of $50,000; or
the body corporate is, or its directors state that it is, unable to pay its debts as and when they become due and payable;

Jurisdiction means British Virgin Islands;

Loss includes any loss, damage, cost, charge, liability or expense (including legal costs and expenses);

Personnel means any employee, contractor, subcontractor, agent, partner, shareholder, ultimate beneficial owner, director or officer of a party;

Protocol means the series of smart contracts used to host the Rewards;

Rewards means an allocation of MYC tokens from the MYC Reward Pool;

Tokens means MYC tokens and any other Digital Currency that form part of Rewards or are used in Qualifying Actions;

User Warranties means the warranties set out in clause 2;

Your Jurisdiction means the country or state where you are ordinarily resident or from which you enter into any agreement with us;

Website means the website available at mycelium.xyz or any other website as may be made available by us from time to time.