General Terms of Use

Last Updated: 18 December 2023

1. Acceptance of Terms

   These general terms of use (“Terms”) constitute a legally binding agreement between you and Immersve Limited (NZBN 9429050083725) (“Immersve”, “we”, “us”, “our”) a company incorporated in New Zealand.

   Immersve is a registered Financial Services Provider for the purposes of issuing and managing a means of payment and operating a money or value transfer service (FSP Number FSP1003031). Immersve utilizes relationships with Third-Party Providers to support the provision of these services.

   These terms apply to the utilization of the services provided by Immersve and/or its subsidiaries and affiliates provided through the platform (“Platform”). These terms of use govern your use of the Platform and the services provided to you through the Platform (“Services”) in relation to coins, tokens, crypto, digital currency, or digital assets of the like; collectively, called “digital assets” or “cryptocurrency”.

   You should immediately cease using the Platform if you do not agree to these Terms.

   Additionally, by accessing or using a card product (“Card”) you agree to be bound by the Terms of Use - Immersve Virtual Prepaid Card (“Card Terms of Use”).

   Please read these Terms carefully and obtain appropriate independent legal, financial and taxation advice before using the Platform.

2. Amendment of Terms

   We may amend the Terms from time to time. We will provide you with reasonable notice of any amendments to the Terms that we consider likely to materially affect your rights and obligations. Such notice will be sent electronically (see Section 13, Electronic Communications). If you are not happy with any amendments or changes to our Terms, you can withdraw and leave at any time subject to these Terms (see Section 10, Withdrawal).

3. Our Products and Services

   1. You can open and maintain an Immersve account through the Platform (“Account”).
      
   2. The Platform may make use of computer programs or transaction protocols that are executed by nodes of a blockchain or similar networks and intended to control or document events and actions according to the terms of a contract or an agreement (“Smart Contract”). Such Smart Contracts may include those developed and deployed by Immersve and those developed and deployed by other third parties (including those that act as the ledger for particular classes of digital assets).
   3. Immersve is not responsible for the correct, faithful, accurate, or timely execution of any Smart Contracts utilized by you or by the Platform in providing the Services.
   4. You can transfer Stablecoins (or other such agreed digital assets) to a Smart Contract or directly to Immersve as directed via the Platform (“Deposited Funds”).
   5. Such Deposited Funds may be utilized by Immersve in relation to activity conducted via Cards. In obtaining a Card you agree to be bound by the Card Terms of Use.
   6. Immersve is under no obligation to make any portion of Deposited Funds available for such use as described in 3.5.
   7. Transaction activity in relation to a Card will often have a corresponding effect on the available funds within the Account as set out in the Card Terms of Use.
   8. You can withdraw the available balance in your Account in accordance with the Terms (see Section 10, Withdrawal).
   9. Immersve may withdraw or amend this product at its sole discretion.
      
   10. Certain aspects of the Services may be made available to you either directly by Immersve or indirectly via Third-Party Providers.
       

4. Eligibility

   In order to open an Account, you must be:

   1. 18 years of age or over and have full capacity to accept these Terms and;
   2. resident in New Zealand or a New Zealand Citizen and suitably verified as such in accordance with anti-money laundering and countering of financing of terrorism regulations and;
   3. not currently be registered on the Platform

   Immersve will review these eligibility criteria from time to time and update its website accordingly.

   Immersve is not obliged to accept all Account applications and has sole and absolute discretion to accept or reject applications. Immersve has no responsibility or liability with respect to any applicant until an Account has been accepted.

5. Your Obligations

   1. By opening an Account, you accept and agree that you are solely responsible for understanding and complying with all laws, rules, regulations and requirements of the jurisdiction in which you live or that may be applicable to your use of your Account, including but not limited to, those related to export or import activity, taxes or foreign currency transactions.
   2. You also agree and accept that you will not:
      1. open, or attempt to open, an Account under any name except your own;
      2. use your Account to carry out transactions on behalf of a third party, whether related or otherwise;
      3. have more than one Account;
      4. use or access any Account other than your own;
      5. assist any other person in obtaining unauthorized access to any Account;
      6. use your Account for or in relation to any illegal activity, any Restricted Activities (see Section 6, Restricted Activities), in violation of any laws, statutes, ordinances or regulations.
   3. By operating an Account you accept and agree that Immersve may, in its sole discretion, reasonably terminate, suspend or restrict your Account if we reasonably suspect that you may be using the Account in a manner that is inconsistent with these Terms.
   4. You may also terminate the Terms applicable to your Account by deactivating your Account at any time. If these Terms are terminated or suspended for any reason:
      1. you agree to immediately terminate and cease use of the Platform and all Services;
      2. we will endeavor to delete your information and account data stored on our servers; and
      3. we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Platform services, or for deletion of your information or Account data.

6. Restricted Activities

   1. In connection with your use of the Platform and services and by operating an Account, you confirm that you will not participate in Restricted Activities.
   2. The following are considered restricted activities in connection to the Platform and Services (“Restricted Activities”):
      1. Violation (or assist another in violation) of any applicable law, statute, ordinance or regulation;
      2. Facilitation, support, or undertaking in criminal activity of any kind, including but not limited to, money laundering, terrorist financing, illegal gambling operations or malicious hacking;
      3. Providing false, misleading or inaccurate information;
      4. Participating in abusive activity, including but not limited to:
      1. imposing an unreasonable or disproportionately large load on our infrastructure, or otherwise taking any action that may negatively affect the performance of the Platform, or our reputation;
      2. attempting to gain unauthorized access to any Account;
      3. transmitting or uploading any material to the website or Platform that contains viruses, Trojan horses, worms, or any other harmful programmes) Transferring your Account access or rights to your Account to a third-party, unless required by law or with our prior written consent;
      4. decompilation, disassembly or reverse engineering of the Platform or website or any of its components or source code, or modification, tampering, creation of derivative works, or otherwise incorporation of the Platform or website in other programs or platforms without our prior written consent.

7. Third Party Service Providers

   1. Immersve has arrangements in place with third party service providers (“Third Party Service Providers”) in order to provide the services and features available to you through your Account and the Platform.
   2. Immersve relies in whole or partly, on the continued development and support of the product and services provided by Third Party Service Providers. Access to the features and functions of the Platform may be made conditional upon you consenting, agreeing and meeting the terms and conditions of such Third Party Service Providers or others and those terms shall govern your use of such services they provide. These may include but are not limited to third party services providers who assist us with our identity verification procedures (see Section 14, Identity Verification).
   3. There is no assurance or guarantee that the Third Party Service Providers will maintain their support of their products and services, all of which may have a material adverse effect on the features and functions available in the Platform.
   4. The Platform may contain links to third party vendors, websites, resources and services (“Third Party Material”) not controlled by us. You acknowledge and agree that Immersve is not responsible or liable for (i) availability or accuracy of such Third Party Material, or (ii) the content, products or services on or available from such Third Party Material. You acknowledge and hold sole responsibility for and assume all risk arising from your use of any such Third Party Material.

8. Deposits

   1. In order to deposit USDC (or other agreed digital asset) funds into your Account, the funds must be transferred from a USDC wallet held by you or by a Smart Contract established to act solely as your agent (as may be the case where technologies known as ‘account abstraction’ or the like are used).
   2. You acknowledge, and expressly agree that any transaction fees incurred when interacting with any Smart Contract to enact a deposit are borne by you. Immersve is not responsible for any costs that may be incurred in making a deposit to Immersve or to a Smart Contract.
   3. You acknowledge and agree that Immersve will convert your Deposited Funds on a standalone basis and that the associated fees and exchange rates are specific to your Deposited Funds at the time of usage.
   4. You acknowledge and agree that Immersve is under no obligation to recognize Deposited Funds as available funds for the purposes of activity in relation to Cards.

9. Interest

   No interest or yield will be paid on your balance.

10. Withdrawal

    1. We will process withdrawal requests out of your available funds from your Account in accordance with your instructions and these Terms. You are solely responsible for ensuring that any withdrawal instructions provided either to Immersve or to any applicable Smart Contract are complete and correct and you accept and agree that under no circumstances will we be under any obligation to reverse or amend any withdrawal request.
    2. Withdrawals to any third party are expressly prohibited. You agree not to make, or attempt to make, any withdrawal of funds from your Account to the account of a third party and accept that any such deposit or withdrawal may be refused and/or result in the restriction, suspension or termination of your Account.
    3. You may only withdraw funds that are available in your Account.
    4. Withdrawals can only be made to a wallet held by you or to a Smart Contract established to act solely as your agent (as may be the case where technologies known as ‘account abstraction’ or the like are used) and from which the Deposited Funds contributing to your available balance originated.
    5. User withdrawal requests will be processed as quickly as possible on a best endeavors basis but these timings may be impacted by external Third-Party Providers and market conditions.
    6. You acknowledge, and expressly agree that any transaction fees incurred when interacting with any Smart Contract to enact a withdrawal are borne by you. Immersve is not responsible for any costs that may be incurred in making a withdrawal from a Smart Contract.

11. Overdrawn Amounts

    1. Any overdrawn (negative) balance on your account is payable immediately. Any unpaid amount will be cleared when you make a deposit to your Account.
    2. If any funds you owe us (overdrawn balance) is not paid, we may refer the debt to a collection agency. You agree to fully indemnify us for agency costs and expenses incurred by us or a third party, in relation to recovering the debt. You also agree to pay any costs charged to you by a collection agency.

12. Privacy

    1. Your privacy is important to us. We collect, share and use your customer information in accordance with our Privacy Policy.
    2. Immersve is required to retain certain information and documentation obtained as part of the Identity Verification and enhanced due diligence (“EDD”) procedures. These requirements apply even when you have terminated your relationship with us.
    3. We reserve the right to keep such information and documentation for the required period and you accept and agree that information and documentation you provide to us may be retained by us, including following the closure of your Account; this is to comply with AML / CTF requirements.

13. Electronic Communications

    1. You accept and agree that:
       1. any communications, agreements, notices and/or any other documents (together “Communications”) relating to your Account or your use of Platform and services will be provided to you electronically by posting them on the website or through any other form of electronic communication. You consent to receiving all Communications from us electronically;
       2. you will at all times have available to you the necessary hardware and software to receive, access and retain Communications sent to you electronically, including a device with an internet connection.
    2. You may at any time withdraw your consent to receiving Communications electronically by contacting the Immersve team. You acknowledge that failure to give, or withdrawing, consent to receiving Communications electronically puts the security of your Account at risk (see Section 15, Account Security) and that Immersve reserves the right to close your Account in the event you fail to give, or withdraw, your consent to the receipt of Communications electronically.

14. Identity Verification

    1. In order to open an Account, your identity must be verified. Immersve implements and maintains high standards of Know Your Customer (“KYC”) processes and controls as part of our commitment to combating fraud and assisting in the prevention of money laundering and terrorist financing. Immersve utilizes world-class Third Party Service Providers to perform these checks.
    2. To ensure we meet the requirements in the Anti-Money Laundering and Countering Financing of Terrorism Act 2009, and any related rules and regulations (collectively, the “AML Laws”), our customers are required to provide certain personal details and documents when opening an Account (“Identity Verification”).
    3. You accept and agree that we may also perform EDD procedures in relation to your Account.
    4. Immersve reserves the right to, at any time:
       1. restrict or suspend your Account when we, in our sole discretion, consider it necessary to carry out further Identity Verification and/or EDD; or
       2. terminate your Account if you provide, or we suspect you have provided, false information or refuse to provide information we require for Identity Verification and/or EDD.
    5. You accept and agree that there may be delays in accessing your Account, or in carrying out transactions through your Account, while we undertake any Identity Verification and/or EDD procedures.

15. Account Security

    1. Security and customer safety is always our number one concern, however, you will remain responsible for, including but not limited to:
       1. maintaining security and control over the digital wallet(s), email mailbox, phone number and phone associated with your Account, this includes ensuring you lock your phone, have a password or biometric authentication over access controls to your phone; and
       2. maintaining adequate security and control over your Account sign-in details, including but not limited to any private keys, passwords (Account passwords, or passwords which grant access to your phone) any other codes associated with your Account; and
       3. keeping your contact details up to date so that you can receive alerts we may send to you. Failure to do so may result in adverse results like unauthorized access to your Immersve Account and potential theft or money laundering.
    2. We shall have no liability to you for or in connection with any unauthorized access to your Account, where such unauthorized access was due to no fault of us, and/or any failure by you to act upon any notice or alert that we send to you. The security of your Account may be compromised, or interruption caused to it, by phishing, spoofing or other attack, computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment. We strongly recommend being vigilant of potential scams and frauds when it comes to investing.
    3. To the maximum extent permitted by applicable law, you accept and agree that you have full responsibility for all activity that occurs in or through your Account and accept all risks of any unauthorized or authorized access to your Account.

16. Risks Warning & Indemnity

    1. Your Account is not a bank / savings account nor a traditional bank savings account, and it is not covered by insurance against losses.
    2. Although the digital assets which make up your account balance are USDC or other cryptocurrency, there is the risk that the digital assets lose their underlying peg which in turn may result in increases or decreases in the value of your Account balance.
    3. By utilizing your Account you indemnify Immersve, its operating entities or any other affiliates (including their respective directors, members, employees or agents) (the ‘Indemnified Parties'), to the maximum extent permitted by law, against any loss, liability action, cost, claim, damages, proceedings or expense that the Indemnified Parties may suffer, directly or indirectly, in connection with your Account and you accordingly hereby waive any claim that you may have against the Indemnified Parties arising thereof (including in respect of any claim for direct, indirect, consequential or pecuniary damages).
    4. You agree to indemnify, defend and hold Immersve and its agents, contractors, services providers and affiliates (“Indemnified Parties” or “Indemnified Party”), harmless against all liabilities, claims, demands, damages, losses, fines, judgments, disputes, costs, charges and expenses (including, without limitation, reasonable attorneys' fees incurred in connection with such claims) made by you or others resulting from, arising out of or related to (i) any breach or alleged breach of these Terms, or any related policies such as our Privacy Policy and Complaints Policy, (ii) the loss of the Deposited Funds into your Account (whether in whole or in part) (iii) your violation of any law, regulation, order or the rights of a third party, (iv) any unauthorized access or breaches of security in connection with your Account (v).

       Immersve or any other Indemnified Parties’ reliance on Account information, transaction instructions, or other information and data furnished by you or (vi) information and data resulting from activities that we or any other Indemnified Party undertakes at your request, or at the request of Immersve or any other Indemnified Party believes in good faith to be your authorized agent, in providing the Platform and Services.

    5. Before using your Account, you should ensure that you understand the risks associated with digital assets and the digital asset market. There may be additional risks not identified in these Terms.

17. US Dollar Coin (USDC)

    1. Any reference to USDC or US$ in the Terms or Platform refers to US Dollar Coin which is a digital asset (stablecoin) governed by Circle, a membership-based consortium founded by Circle Internet Financial Limited (“Circle”) that sets technical, policy and financial standards for USD.
    2. The underlying balance in your Account is USDC or as advised. You acknowledge that you are the owner of the balance held in your Account and that, accordingly, you agree to abide by any rules or technical standards set by Circle and/or the applicable USD issuer, including (without limitation) the Circle USDC Agreement (located at www.circle.com/en/legal).
    3. For the avoidance of doubt, Immersve is not the issuer of USDC, does not hold US Dollars on reserve for USDC holders, and has no obligation to repurchase or redeem your USDC for any fiat currency. Any redemption of USDC should be done against the issuer directly. We reserve the right to change, suspend, or discontinue any service in relation to USDC at any time, without notice and without attracting any liability thereof. We may also opt to use another stablecoin in the future.

18. Restriction, Suspension and Termination

    1. We reserve the right to restrict, suspend or terminate your Account where we reasonably suspect:
       1. your Account is subject to an operational or other error, in which case we may be required to suspend access to your Account until such time as the error is rectified;
       2. your Account has been or is being used in relation to any unlawful, fraudulent or Restricted Activities, or in breach of these Terms;
       3. you or your Account is or has been associated with, or poses a high risk of, money laundering, financing of terrorism, fraud, or any other financial crime;
       4. you are taking any action that we consider to be a circumvention of our controls, including but not limited to opening multiple accounts;
       5. we reasonably suspect your involvement in any attempt to gain unauthorized access to any Account;
       6. your Account is or appears to be the subject of any legal, regulatory or government process and/or we, in our sole discretion, consider there to be a heightened risk of legal or regulatory non-compliance associated with your Account;
       7. we are compelled to do so by a prima facie valid subpoena, court order, or other binding order of a government or regulatory authority; or
       8. we reasonably conclude that you, or any person or geography with whom you transact, are / is the subject of any governmental sanctions.

       We will make all reasonable efforts to provide you with notice of any decision to restrict, suspend or terminate your Account, unless we are prevented from doing so by any legal or regulatory process or requirement, or where doing so may compromise our security and/or risk management procedures.

       You accept and agree that Immersve is under no obligation to disclose to you the fact of or reason for any decision to restrict, suspend or terminate your Account, and shall have no liability to you in connection with the restriction, suspension or termination of your Account.

       Subject to these Terms, we may reasonably terminate or suspend your Account or your access to any Immersve service, by giving reasonable notice to you. We may add or remove, suspend, stop, delete, discontinue or impose conditions on Platform or services or any feature or aspect of the Immersve Service. We will take reasonable steps to notify you of termination or these other types of service changes.

       Where we elect to terminate your Account in accordance with the above, we shall (except where legally obligated not to) return your available balance on your Account.

19. Dispute Resolution

    If you wish to raise a dispute or submit a complaint to us, please follow the instructions in our Complaints Policy.

20. Account Types

    Individual accounts can be opened on the Platform.

    Individual accounts are registered in the name of one natural person who is, and will continue to be, the only person authorized to take any action in the account. By opening an individual account, you represent and warrant that you are and will at all times continue to be the sole beneficial owner of the account and user of all Services.

21. Important Statements

    1. Immersve is a registered Financial Services Provider (FSP1003031). Immersve is not a registered bank and does not hold a banking licence.

22. General Terms

    1. Entire Agreement

       These Terms, together with the Privacy Policy and any other terms and conditions or policies agreed to by you during the life of your Account, constitutes the entire agreement between Immersve and you regarding the Platform and services and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter.

    2. Severability

       If any court of law, having the jurisdiction, rules that any part of these Terms is invalid, that section will be removed without affecting the remainder of the Terms. The remaining terms will be valid and enforceable.

    3. Assignment

       These terms, and any rights and licences granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.

    4. Survival

       All provisions of these Terms that by their nature extend beyond the expiry or termination of these Terms, including but not limited to, sections relating to the suspension or termination of your Account, use of the website, disputes with Immersve and general provisions, shall survive the termination of these Terms.

    5. Headings

       Section headings in these Terms are for convenience only, and shall not govern the meaning or interpretation of any provision of these Terms.

    6. Change of Control

       In the event that Immersve is acquired by or merged with another entity, we reserve the right, in any of these circumstances, to transfer or assign your Account, any Cards, and the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

    7. Force Majeure

       Immersve shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions of these Terms.

    8. Taxes

       You are solely responsible for determining and paying any income, sales or capital gains taxes to the appropriate tax authorities in connection with any of your activities on the Platform, including, without limitation.

    9. Governing Law

       This agreement shall be governed by and construed in accordance with the laws of New Zealand. You and we agree to submit all disputes, claims or controversies (including non-contractual Disputes, claims or controversies) arising out of or in connection with these Terms, or the breach, termination, enforcement or interpretation thereof, to the exclusive jurisdiction of the courts of New Zealand.

23. Risk Associated with Using the Platform

    1. General

       This section sets out some of the risks involved in connection with digital assets / cryptocurrency and using the Services. However, this section does not constitute an exhaustive list of such risks and as such, you should carefully consider whether using our Services is suitable for you in light of your circumstances.

       1. Legal Status

          1. The legal status of digital assets / cryptocurrency (including cryptographic coins, tokens and digital assets) remains uncertain in many countries and jurisdictions around the world. Such digital assets / cryptocurrency may be legally prohibited in certain countries or jurisdictions or be subject to specific restrictions and limitations with which you are solely responsible for complying at your own risk and expense. We take no position on the legal status of any digital asset / cryptocurrency.
          2. It is your responsibility to undertake your own investigations and enquiries and satisfy yourself of the legal status of the digital asset / cryptocurrency (particularly in New Zealand). You acknowledge and agree that you use digital asset / cryptocurrency through the Services at your own risk.

       2. Risks of Holding Cryptocurrency

          1. Historically, the value of digital assets / cryptocurrency has been highly volatile and there is a risk that they could have little to no value in the future. The trading or holding of digital assets / cryptocurrency involves significant risks and the losses can be substantial. It may be difficult to value digital assets / cryptocurrency accurately and reliably given the nature of their trading and difficulty in identifying fundamentals. You should carefully consider and assess whether trading or holding digital assets / cryptocurrency or using cryptocurrency-adjacent services is suitable for you depending upon your financial circumstances and tolerance to risk.
          2. Due to the significant risks of dealing with digital assets / cryptocurrency as well as the impact of technology and the international market, Immersve cannot warrant or guarantee that particular digital assets / cryptocurrency will be available as part of the Services. Immersve reserves the right to stop offering particular digital assets / cryptocurrency as part of the Services. We will use our reasonable endeavors to notify you if we cease to support a particular digital asset / cryptocurrency.

       3. Cyber Risks, Delivery and Custody

          1. You should familiarize yourself with the security measures available when using a wallet service or other device for storage. Always take a greater degree of care and precaution to secure your passwords when operating in a digital environment. You are strongly advised to double check that you have inserted the correct wallet address or Australian bank account details where required.
          2. If we determine (in our sole reasonable discretion) that transferring digital currency / cryptocurrency or fiat currency to you would be unlawful, or in any way contrary to our AML/CTF obligations, we may suspend such a transfer for as long as we reasonably determine is required. You agree that when this occurs, you have no claims regarding the delayed transfer and agree to assist us with every request for information in this regard.
          3. market conditions, or other operational or technical difficulties which could result in the immediate halt of transactions either temporarily or permanently. Provided that Immersve has taken reasonable commercial and operational measures to prevent such events in technical systems controlled by us, Immersve is not and will not be responsible or liable for any loss or damage of any kind incurred by you as a result of such cyber-attacks, operational or technical difficulties or suspensions of transactions.