Terms of Service for Sagashi Labs

Date: 9 April 2024

1.1 Double-click this headline to edit the text.

IM Professional (trading as 'sagashilabs.com.au’) ABN 77 001 104 616 ("Sagashi Labs") has its registered office address at Level 1, 608 Harris Street, Ultimo, NSW, Australia 2007.

1.2 Introduction

Welcome to our Site and the.

The following Terms of Service (the "Terms") govern your access to and use of the Services on the Sites ("Online Platform").

Certain sections of the Terms govern your Sagashi Labs Account accessed via the Online Platform. All use of the Online Platform and your Sagashi Labs Account is subject to the Terms. Additional terms that form part of, and are incorporated by reference into the Terms will govern the relevant Services provided to you through the Online Platform by Sagashi Labs and/or the Sagashi Labs Affiliates (as applicable).

By creating a Sagashi Labs Account or accessing and interacting with the Services and the Online Platform, you acknowledge that you have read, understood and agree to comply with the Terms. If you do not agree with anything contained in the Terms, please do not access or otherwise interact with the Services or Online Platform.

In the Terms, users of the Online Platform (including, without limitation visitors who browse the Online Platform but do not use any Services) and Sagashi Labs Account holders are sometimes referred to in the Terms as "you" or "your".

The Online Platform is operated by Sagashi Labs. Where certain Services that are available and accessible on the Online Platform are provided by any Sagashi Labs Affiliate, the terms for the relevant Service will expressly state as such.Sagashi Labs and the Sagashi Labs Affiliates may be referred to as "we", "us" or "our" in the Terms (as applicable). Together, you and we may be collectively referred to as "Parties".

1.3 Modification to the Terms of Service

We reserve the right to make changes to the Terms at any time. It is your responsibility to review the Terms from time to time to see if modifications have been made. Your continued use of the Services and the Online Platform after any modification of the Terms will mean that you accept those changes.

Notwithstanding the above, we will seek to notify you of future modifications to the Terms to the extent that we are required to do so by law.

1.4 Electronic Communication

Sagashi Labs and the Sagashi Labs Affiliates may be required to provide certain legal and regulatory disclosures, confirmations, notices and other communications (collectively "Communications") to you in written form. By agreeing to the Terms, you consent to Sagashi Labs and the Sagashi Labs Affiliates delivering such Communications to you in electronic form, including e-mail. Consent for electronic delivery applies to every year the Communications are furnished. If you no longer have access to your Sagashi Labs Account to receive the Communications in electronic format, then you may request the Communication in written form.

You agree that all terms and conditions, agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement such Communications would satisfy if they were provided in writing. With respect to the Terms, you waive any rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent such waiver is not prohibited under applicable law.

1.5 Acceptable Use of the Online Platform

You agree that any information that you provide (about your identity, finances, and relationships) is accurate, correct, and up to date. You agree that you are 18 years of age or older; able to form a binding contract with us; and are acting on your own behalf (and have not been banned, terminated, or otherwise denied access to the Online Platform by Sagashi Labs or by law).

Accessing the Services and any information, resources, products, services and tools of the Online Platform by any other means than we provide is strictly prohibited. You specifically agree not to access or tamper with the Online Platform, for any purpose, through any automated, unethical or unconventional means, including accessing or collecting personally identifiable information or account information (including user names, passwords, e-mail addresses or other personal, financial or contact information) with respect to Sagashi Labs's, or the Sagashi Labs Affiliates' users or employees.

You may not violate, interfere with, impair or circumvent the ordinary operation, security, privacy or mission of the Online Platform, the Services or any of our data, including overburdening, spamming, engaging in a denial of service attack or similar activities (or attempt to do any of the above).

You are solely responsible for all activity that occurs on or under your Sagashi Labs Account (whether or not expressly authorised by you), and for maintaining the confidentiality of your login details. Sagashi Labs will have no liability to you or any other person for acts or omissions made or committed by your agent, representative or third-party service provider in respect of your Sagashi Labs Account.

You will not transmit to Sagashi Labs, or any of the Sagashi Labs Affiliates, or make available on or upload any information to the Online Platform that: (i) is commercial or promotional in nature; (ii) is unlawful, harmful, deceptive, or otherwise violates the legal rights or privacy of others; (iii) is capable of giving rise to legal action whether against you or Sagashi Labs or any affiliate third party; (iv) infringes any patent, trademark, trade secret, copyright, or other property rights of any party; (v) impersonates any person or entity (including Sagashi Labs or its employees and representatives); or (iv) contains viruses, malware or any program, code or technology designed to disrupt, intercept, impair or destroy the functionality of the Online Platform or its software, data or network.

Sagashi Labs reserves the right to edit, restrict or remove any content you provide for any reason at any time. In addition, Sagashi Labs does not control any information provided by other users that may be made available on or through the Online Platform. Notwithstanding Sagashi Labs's rights under the Terms, Sagashi Labs does not undertake, and will not be obligated, to monitor the submission of any content to, or the publication of any content on, the Online Platform at any time. Sagashi Labs reserves the right to refuse any of the Services, terminate relationships, and cancel orders or transactions in its discretion.

By submitting information, feedback or other material to Sagashi Labs, or any of the Sagashi Labs Affiliates, including on or through the Online Platform or your Sagashi Labs Account, you: (i) acknowledge that such information is non-confidential, except for any personal and financial information; (ii) grant Sagashi Labs, and the Sagashi Labs Affiliates, a perpetual, worldwide, royalty-free, irrevocable, transferable, sublicenseable, fully paid-up right to copy, use, reproduce, modify, adapt, publish, create derivative works from, translate, transmit, display, distribute, market, promote, sell or offer for sale, rent or lease such information or materials in any form or medium known or later developed; and (iii) agree that you will have no claim against for any actual or alleged infringement of any proprietary rights, rights of privacy or publicity, moral rights or rights of attribution in connection with our use of any content you provide.

1.6 Intellectual Property

All rights, title, and interest in and to the Online Platform and the Content (defined below) and any all intellectual property contained therein or relating thereto, including any copyright, patent or trademark, are and will remain the exclusive property of Sagashi Labs, the Sagashi Labs Affiliates or its licensors, as applicable. The "Content" includes all contents of the Online Platform, including any logos, identifying marks, images, illustrations, designs, icons, photographs, videos, text and other written and multimedia materials, all information and requirements, products, services, advertising materials or collateral, log-in or registration criteria and instructions, help guidelines, user documentation and customer and technical support documents, and the Online Platform's likeness, look and feel, format, layout, software, code (whether binary, assembly, source, object, HTML or otherwise), routines, scripts, software, platforms and applications, as well as any data, files, archives, folders or downloads available on the Online Platform.

Subject to the terms and conditions of the Terms, we grant you a limited, non-transferable, non-sublicenseable, non-exclusive, revocable license to use the Online Platform and the Content for personal use until such time as the Terms terminate or expire or your right to use or access the Online Platform is terminated in accordance with the Terms.

Except as explicitly permitted by the Terms, you may not, and you may not allow others to, sell, copy, modify, correct, enhance, create derivative works from, publish, store or in any way distribute or otherwise exploit, including for any purpose competitive to Sagashi Labs, any Content. You may not, and you may not allow others to: (i) decompile, reverse engineer, convert or otherwise extract or disclose the underlying script, code (whether binary, assembly, source, object, HTML or otherwise) or structure of any Content, or (ii) remove or alter authorship attribution or copyright notices or similar information on the Online Platform or any products or materials embodying or containing any Content.

Any violation of the provisions of the Terms regarding Sagashi Labs's Intellectual Property may subject you to compensatory and punitive damages, and shall specifically also entitle Sagashi Labs to equitable relief (including an injunction), in addition to (and not in substitution or replacement for) any other available remedies at law or in equity, without the need for the posting of a bond or any other requirement.

Sagashi Labs® and Sagashi Labs.com.au® trademark and logos are registered trademarks of IM Professional.

1.7 Third-Party Websites and Content

The Online Platform may contain links or connections to third party websites. Any such link or connection is provided only as a convenience and should be used at your own risk. Sagashi Labs has no control over any such other websites, the contents thereof or the products, services or policies represented. The existence of any link or other connection does not imply any affiliation, sponsorship, endorsement, approval, investigation, representation, warranty, verification or monitoring by Sagashi Labs or create any liability on the part of Sagashi Labs in respect of such link or connection. Your use of any such third-party websites is governed by the privacy policies of those sites, which we encourage you to review before using such sites.

Sagashi Labs will have no responsibility for any liabilities arising from or related to the contents of any third-party website or the use of any such website (including any mobile website) or the privacy policies and customer information practices of any such website.

1.8 Termination

You may cease using the Online Platform at any time. If you are not in full compliance with all of the Terms, the permissions granted to you under the Terms will automatically terminate, and in such circumstances, you will no longer use or access, or be entitled to use or access, the Online Platform, the Content or any Sagashi Labs Account.

Sagashi Labs may terminate your right to use the Online Platform, or block you from future use, at any time in its sole discretion, with or without cause, and without notice to you. Some circumstances in which Sagashi Labs may exercise this right to terminate your right to use the Online Platform include, but are not limited to:
(i) you have breached any provision of the Terms;
(ii) you have engaged in conduct which Sagashi Labs, in its sole discretion, considers to be unacceptable;
(iii) Sagashi Labs is required by law to do so; or
(iv) Sagashi Labs no longer provides the Online Platform.

The above are only examples of circumstances in which Sagashi Labs may terminate your right to use the Online Platform and Sagashi Labs may terminate your right to use the Online Platform for any other reason in its sole discretion. We will not be liable to you due to or by reason of our termination of your right to use the Online Platform or the automatic termination of your right to use the Online Platform for non-compliance set forth above.

Any ongoing obligations on you, and the provisions relating to: (i) Sagashi Labs's Intellectual Property; (ii) Sagashi Labs's Remedies; (iii) Indemnification; (iv) Limitation of Liability; (v) General, and (vi) any other provisions designed to survive, will survive any termination or expiration of the Terms for any reason.

1.9 Sagashi Labs's Remedies

Without prejudice to Sagashi Labs's other rights under the Terms, if you breach the Terms in any way, Sagashi Labs may take such action as Sagashi Labs deems appropriate to deal with the breach, including suspending your access to the Online Platform, prohibiting you from accessing the Online Platform, blocking computers using your IP address from accessing the Online Platform, contacting your internet service or other telecommunications provider to request that it block your access to the Online Platform and bringing court proceedings or taking other legal action against you. If you violate the Terms, Sagashi Labs will be entitled, at any time, to bring an action or proceeding for specific performance, injunctive relief or other equitable relief in addition to (and not to the exclusion of or in substitution for) any other remedies at law or in equity.

1.10 Indemnification

You agree to indemnify and hold Sagashi Labs and the Sagashi Labs Affiliates, agents, officers, and employees from and against any suit, action, claim, demand, penalty or loss, including reasonable legal fees and expenses and any amount paid in settlement to a third party, made by or resulting from any third party (including any government agency or body) due to, in connection with or arising out of (i) your use of the Online Platform, the Content, or your Sagashi Labs Account, (ii) any breach or alleged or claimed breach of the Terms or the materials it incorporates by reference, including the Sagashi Labs Group Privacy Policy, (iii) your violation of any law, regulation, order or other legal mandate, or the rights of a third party, or (iv) any act or omission by your agent, representative or third-party service provider while using your Sagashi Labs Account, regardless of whether the specific use was expressly authorised by you

1.11 Limitation of Liability

All express or implied guarantees, warranties, representations, statements, terms and conditions which are not expressly set out in the Terms are excluded. Nothing in the terms excludes, restricts or modifies any guarantee, term, condition, warranty, or any right or remedy, implied or imposed by any law or legislation which cannot lawfully be excluded or limited, including the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances. If any guarantee, term, condition or warranty is implied or imposed in relation to the Terms under the Australian Consumer Law or any other applicable legislation (a "Non-Excludable Provision") and we are able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for breach of the Non-Excludable Provision is limited to one or more of the following at our option: (i) in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or( (ii) in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again. In any event, our maximum aggregate liability for all claims arising under or relating to the Terms whether in contract, tort (including negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis is limited to the amount paid, if any, by you to access or use the Online Platform. To the maximum extent permitted by law, we are not liable for any indirect or consequential loss, or loss of business, goodwill, reputation or for business interruption.

1.12 General

All rights in the Online Platform not otherwise expressly granted to you by the Terms are reserved to Sagashi Labs. The Terms, together with the Sagashi Labs Group Privacy Policy, constitute the sole and entire agreement between you and us with respect to the subject matter hereof and supersedes all other prior or contemporaneous negotiations, discussions, agreements, understandings, representations and warranties, both written and oral, between you and us with respect to such subject matter. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Sagashi Labs as a result of the Terms or any use of the Online Platform. The failure of Sagashi Labs to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any part of the Terms is held to be unenforceable, the unenforceable part is to be given effect to the greatest extent possible and the remainder will remain in full force and effect. The section titles in the Terms are for convenience only and have no legal or contractual effect. Neither the course of conduct between you and Sagashi Labs, nor trade practice, shall act to modify any provision of the Terms. For purposes of the Terms, the terms include, includes, including, such as and for example, shall be construed as if each term were followed by the words, without limitation. Except where context requires otherwise, use of the singular form of any noun includes the plural, and use of the plural includes the singular.

1.13 Contact Information

If there are any questions regarding our Terms of Service, you may contact us using the following information: Level 1, 608 Harris Street Ultimo, NSW 2007

1.14 Definitions

AML Program means has the meaning given at section 1.9 (Account Security and Password) of the Terms. Communication has the meaning given at section 1.4 (Electronic Communication) of the Terms. Content has the meaning given at section 1.15 (Intellectual Property) of the Terms. Sagashi Labs means IM Professional (ABN 77 001 104 616). Sagashi Labs Affiliate means Sagashi Labs Ventures, Sagashi Labs Wallet and any company (other than Sagashi Labs), trust or other entity that is a subsidiary of Sagashi Labs.com Pty Ltd within the meaning of the Corporations Act 2001 (Cth) or an entity which is, for the purposes of section 50AA of the Corporations Act 2001 (Cth), under the "control" of Sagashi Labs.com Pty Ltd. Non-Excludable Provision has the meaning given at section 1.21 (Limitation of Liability) of the Terms. Online Platform means the Site(s) and/or Sagashi Labs App through which the relevant Service is provided. Partner means a third party provider with whom Sagashi Labs has a commercial arrangement, and agrees to promote and advertise the third party's products and/or services on the Online Platform, and refer potential customers to, by redirecting or otherwise facilitating contact the third party's contact with, users of the Online Platform. Services means the products and services provided by Sagashi Labs and/or any Sagashi Labs Affiliate via the Online Platform. Site means the website(s) owned and operated by Sagashi Labs to provide the relevant Service, including, without limitation:www.sagashilabs.com.au ("Sagashi Labs.com.au Site")