General Terms of Use

Acceptance of Terms

These General Terms (“General Terms”) govern your use of the Immersve platform (“Platform”) and Card. These General Terms constitute a legally binding agreement between you and Immersve Pty Ltd ABN 93 658 192 057 AFSL No. 545925 (“Immersve”, “we”, “us”, “our”).
A reference to “you” in these General Terms is to the person or entity that acquires an Immersve account which is available on the Platform (“Account”). A reference to “Services” in these General Terms includes the Account and Platform.
By digitally signing a message containing the text “By signing this message you agree to the Immersve General Terms of Use” you agree to be bound by these General Terms.
The Services provide you with the ability to use the Immersve Card (“Card”). The Card is governed by the Card Terms, which are available here. The Card Terms are incorporated into these General Terms. By agreeing to the General Terms, you are agreeing to be bound by the Card Terms.

Amendment of General Terms

Immersve may amend these General Terms from time to time by providing you with at least 30 days written notice. You must cease using the Services if you do not agree to the revised General Terms.

Services

The Platform provides you with the ability to establish an Account. You must hold an Account in order to manage your Available Balance for the purposes of making transactions with the Card.
Your Available Balance comprises USDC which may be used for making payments with the Card. Subject to these General Terms, you acknowledge that you are the owner of USDC held in your Available Balance. You agree that any rights with respect to USDC are solely governed by any terms, rules or technical standards issued by Circle and/or any applicable USDC issuer, including the USDC Agreement (available at support.usdc.circle.com) (“Circle Terms”).
The Platform enables you to deposit USDC to a Smart Contract linked to your Account, or to withdraw USDC from your Account using that Smart Contract. Immersve may, at its discretion, reverse, cancel or return any deposits made through the Smart Contract without providing any reason.
USDC held in your Account at any particular time comprises your Available Balance. Immersve may debit or credit your Available Balance in accordance with these General Terms and the Card Terms.
No interest or yield accrues on your Available Balance.
Immersve is not the issuer or provider of the Smart Contract and is not responsible for the execution, accuracy or appropriateness of any Smart Contract used in connection with the Services.
Any reference to USDC or US$ in these General 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 USDC.
You acknowledge that Immersve:
1. is not the issuer of USDC;
2. does not hold US Dollars on reserve for USDC holders; and
3. has no obligation to repurchase or redeem your USDC for any fiat currency.
We reserve the right to change, suspend, or discontinue our Services in relation to USDC at any time in our absolute discretion without providing notice to you.
For the purposes of these General Terms, “Smart Contract” means a self-executing program that automates the actions required in a blockchain transaction to enable your External Wallet to send and receive USDC for the purposes of maintaining the Available Balance.

Deposits

In order to deposit USDC to your Available Balance, the funds must be transferred to a Smart Contract from a USDC-compatible wallet which is held by you or on your behalf (“External Wallet”). By causing an External Wallet to transfer USDC to a Smart Contract, you acknowledge that you are the owner of, or otherwise entitled to deal in USDC held by the relevant External Wallet.
You agree that any transaction fees and costs incurred when interacting with any Smart Contract to make a deposit are borne by you. Immersve is not responsible for any costs that may be incurred in making a deposit to your Available Balance.
You acknowledge and agree that Immersve is under no obligation to recognise USDC deposited to your Available Balance and may reverse or refund such funds in its absolute discretion.

Withdrawal

If you elect to withdraw USDC from your Available Balance, you must provide withdrawal instructions to Immersve. Once such instructions are approved by Immersve, you will receive a digital token that allows you to complete the withdrawal through the Smart Contract. Subject to this section 5, this will have the effect of transferring or otherwise making available such USDC to the External Wallet. You are solely responsible for ensuring that any withdrawal instructions provided are complete and correct. You acknowledge that an error or mistake in the instructions you provide may result in your funds becoming lost or irrecoverable. You acknowledge that instructions provided to us are irrevocable and that we will not be under any obligation to reverse or amend any withdrawal instructions you provide.
Unless we otherwise agree, you may only make a withdrawal to an External Wallet which is the same wallet that originated deposits to your Account. You agree not to make, or attempt to make, any withdrawal of USDC from your Account to the account of a third party and accept that any such withdrawal may be refused in our absolute discretion.
You may only withdraw USDC that is available in your Available Balance and which is not otherwise subject to a transaction or other payment obligation under the Card Terms.
Immersve may, in its absolute discretion:
1. refuse to accept instructions; or
2. require further information from you,
3. before accepting to process instructions, in relation to a withdrawal.
Immersve will not be liable for any Loss you incur as a result of such delay or refusal to process your instructions.
You acknowledge that Immersve is only responsible for effecting your instructions to make the withdrawal. Immersve is not liable for any Loss you incur as a result of any withdrawal or transfer to an External Wallet, including with respect to:
1. you transferring USDC to the wrong account address or network;
2. us transferring USDC to the wrong account address as a result of you providing us with the wrong account address details;
3. us not providing any monitoring or due diligence with respect to the External Wallet, including whether it is legitimate or as to the identity of the owner or controller of the External Wallet;
4. any delay or disruption in the transfer of USDC to the External Wallet;
5. ensuring that the External Wallet actually receives USDC; or
6. any fees or other network charges incurred as a result of the transfer to the External Wallet.
You agree that any transaction fees incurred when interacting with any Smart Contract to make a withdrawal are borne by you. Immersve is not responsible for any costs that may be incurred in making a withdrawal from your Available Balance.

Eligibility

You must:
1. be 18 years of age or over and have full capacity to accept these General Terms and;
2. meet all eligibility criteria prescribed by Immersve; and
3. satisfy any due diligence checks conducted by Immersve,
in order to be eligible for the Services.
Notwithstanding section 6(a), Immersve may refuse to issue you with an Account in its absolute discretion. Immersve may suspend or terminate the Services in accordance with these General Terms.
You acknowledge and agree to provide all reasonable assistance to us in complying with our obligations under the Anti-money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and all associated regulations (“AML/CTF Laws”), including by providing us with information or documentation requested in relation to your Account and Card.
The ongoing provision of Services is subject to your compliance with AML/CTF Laws and these General Terms.
We may place a hold or suspend your Account if:
1. you decline to provide the information and assistance required by section 6(b) or do not provide it in a timely manner;
2. you notify us that your Account has been subject to unauthorised access or has otherwise been compromised;
3. you breach or we reasonably believe you have breached these General Terms; or
4. we consider that your use of the Services may violate any AML/CTF Laws.
The period of any hold or suspension will be determined by us in our absolute discretion.
We will not be liable for any Loss you incur as a result of any hold or suspension imposed on your Account.

Your Obligations

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.
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 8), in violation of any laws, statutes, ordinances or regulations.
Immersve may, in its sole discretion, 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 General Terms.

Restricted Activities

In connection with your use of the Account, Services and Card, you agree that you will not engage in the following Prohibited Uses. This list is non-exhaustive and we may update it from time to time. The Prohibited Uses include any actions or activities which:

infringe the intellectual property or other rights of another person;
are defamatory, offensive, abusive, pornographic, profane or otherwise unlawful, including material that racially or religiously vilifies, incites violence or hatred, or is likely to insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation or any physical or mental disability;
relate to unlawful content;
create a privacy or security risk to any person, including by soliciting personal information from any person;
are false, misleading or deceptive;
contain financial, legal, medical or other professional advice;
would harm, abuse, harass, stalk, threaten or otherwise offend;
would reflect negatively on us, including our goodwill, name and reputation;
tampers with, hinders the operation of, or makes unauthorised modifications to the Services or Account;
would breach any applicable laws; and
would result in civil or criminal liability for you, us or any third party.

In using the Services and Card, you must not:
1. violate any applicable laws, or use the Services or Card for any purpose that is unlawful (including, money laundering, terrorism financing or other criminal activities);
2. make ransomware or other similar payments;
3. distribute viruses, spyware, corrupted files, or any other similar software or programs that may damage the operation of any computer hardware or software;
4. do anything that will result in us breaching any applicable laws (including the AML/CTF Laws and the Corporations Act);
5. access the Services or Card by any means other than those authorised by these General Terms (including virtual private networks);
6. reverse engineer, disassemble or otherwise attempt to construct, copy or replicate the Services or Card’s source code, formulae or processes;
7. damage, disrupt, interfere with or misuse the Services, including by data mining, hacking, data harvesting or scaping or using similar data gathering and extraction tools in respect of the Services;
8. launch any automated program or script, including web crawlers, web robots, web indexers, bots, viruses or worms or any program which makes multiple server requests per second or impairs the operation or performance of the Services or Card;
9. use any device, software or routine which is intended to damage or interfere with the proper working of the Services or Card or to intercept or sequester any system, data, images or other multimedia elements from the Services or Card; or
10. engage in any other conduct that inhibits any other person from using or enjoying the Services or Card.

Third Party Providers

Immersve has arrangements in place with third party service providers (“Third Party Providers”) in order to provide the Services.
You acknowledge that access to certain features or functions of the Services may be conditional on you agreeing to separate terms and conditions with Third Party Providers.
You agree that:
1. Immersve may be unable to provide the Services if the services or infrastructure provided by Third Party Providers are not available on commercially reasonable terms or if such Third Party Providers are unable to perform such services for any reason; and
2. Immersve is not liable for the acts, omissions or unavailability or any Loss sustained in connection with your use of the services provided by such Third Party Providers or a failure by the Third Party Providers to provide such services in the manner contemplated or at all.
The Services may contain links to other third party websites and advertisements which include embedded links, which are provided for your information only. We have not reviewed any of the sites linked to the Services and are not responsible for the content or accuracy of any offsite pages or any other sites linked to the Services. The inclusion of any link or advertisement does not imply that we endorse or approve the linked site or the subject matter of the advertisement. You access third party websites entirely at your own risk and subject to the terms and conditions of use for those websites.

Warranties

You represent and warrant that:

you have the necessary power, capacity and ability to fulfil your obligations under these General Terms;
you understand that the Services are provided on an execution-only basis and that we are not providing you with any advice or recommendations with respect to the Services, including whether they are appropriate for your personal circumstances;
you understand the risks associated with the Services, including risks related to the use of cryptocurrency as outlined in the Product Disclosure Statement, which is available here;
all transactions under these General Terms and Card Terms are irreversible once made;
your use of the Services will not contravene any applicable law or regulation;
all material you have provided to us is true and accurate and is not misleading or deceptive and that you will immediately notify us if this ceases to be the case;
you will only use the Services in accordance with these General Terms;
you will only use the Card in accordance with the Card Terms; and
your use of the Services and entering into transactions does not infringe the rights of any third party or any applicable law.

The warranties in this section 10 are repeated on each day you use the Services.

Privacy

We will collect, handle and use your personal information in accordance with our Privacy Policy, which is available at www.immersve.com. Our Privacy Policy contains important information about the purposes for which we collect personal information, the entities to which we may disclose the information we collect (including any overseas disclosures that we may make), how you can access and seek correction of the personal information we hold about you or how you can make a complaint about our handling of your personal information.

Account security

You are responsible for checking your Account to ensure that transactions have been properly accounted for in your Account and that your Available Balance is up to date. You must notify us of any discrepancies in relation to any transaction within 30 days of the relevant transaction.
You are solely responsible for the control, use and security of your Account. You must keep your password confidential and not disclose it to anyone. You must immediately update your credentials if you believe that your Account has, or may have been compromised. It is important to monitor your Account history to ensure any unauthorised or suspicious activity on your Account is identified and notified to us as soon as possible.
We will not be liable for any loss, cost, damage, expense, fees (including legal fees), charges or liability (“Loss”) you may incur as a result of any unauthorised use of your Account.
It is your responsibility to update your contact and payment details on the Account if they cease to be current. We will rely on the details populated in the Account to contact you or make any payment to you (or attempt to do either of those things) and we will not be liable if these details are incorrect.
We will rely on instructions we receive from you on the Account and are not obliged to inquire as to whether the person providing us with the instructions is actually you. Any instructions or other acts undertaken on the Account will be deemed to have been provided or otherwise authorised by you regardless of whether this is in fact the case.
Instructions are irrevocable once given and you cannot rescind or withdraw them without our prior written consent.

Taxes

You are solely responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with the use of the Services and Card. You also are solely responsible for collecting, withholding, reporting, and remitting correct taxes to the appropriate tax authorities. We are not obligated to, nor will we determine whether taxes apply, nor calculate, collect, report, or remit any taxes to any tax authorities arising from any transaction.

Force Majeure

You are solely responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with the use of the Services and Card. You also are solely responsible for collecting, withholding, reporting, and remitting correct taxes to the appropriate tax authorities. We are not obligated to, nor will we determine whether taxes apply, nor calculate, collect, report, or remit any taxes to any tax authorities arising from any transaction. Immersve will not be liable for delays, failure in performance or interruption of service which results 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 labour 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 General Terms.

Intellectual Property

Immersve owns all right, title and interest in the Services, Account, Platform and associated software, technology tools and content and any services marks, logos, website and other materials produced by Immersve (“Immersve Intellectual Property”).
You are only permitted to use the Services, Account, Platform and Immersve Intellectual Property in accordance with these General Terms. We grant you a revocable, non-exclusive and non-transferable licence to use the Immersve Intellectual Property during the period you use our Services.

Liability and Indemnity

All express or implied guarantees, warranties, representations, statements, terms and conditions relating to the Services that are not contained in these General Terms are excluded to the maximum extent permitted by law.
In particular, and without limiting section 16(a):
1. while we endeavour to provide convenient and functional Services, we do not guarantee that your requirements will be met or that your use of the Services will be uninterrupted, error free or that the Services are free of viruses or other harmful components; and
2. we are not responsible for any Loss, corruption or interception of data sent to or from our Services which occurs outside of our computer system (such as those which occur while being sent over the internet).
Nothing in these General Terms excludes, restricts or modifies any guarantee, term, condition, warranty, or any right or remedy, implied or imposed by any legislation which cannot lawfully be excluded or limited.
If any guarantee, term, condition or warranty is implied into these General Terms under the Australian Consumer Law or any other applicable legislation (“Non-Excludable Provision”) and we are able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for a breach of the Non-Excludable Provision is limited to the supplying of the services again, or the payment of the cost of having the services supplied again.
Subject to sections 16(f) and 16(g), our obligations under the Non-Excludable Provisions, and to the maximum extent permitted by law, our maximum aggregate liability for all claims under or relating to these General Terms or the Card 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 A$5,000.
Subject to our obligations under the Non-Excludable Provisions, and to the maximum extent permitted by law, we are not liable for, and no measure of damages will, under any circumstances, include:
1. special, indirect, consequential, incidental or punitive damages; or
2. damages for loss of profits, revenue, goodwill, anticipated savings or loss or corruption of data,
whether in contract, tort (including negligence), in equity, under statute or on any other basis, whether or not such loss or damage was foreseeable and even if advised of the possibility of the loss or damage.
Our liability to you is diminished to the extent that your acts or omissions (or those of a third party) contribute to or cause the Loss.
You agree to indemnify Immersve and its officers, directors and employees from and against any Loss arising out of, relating to, or incurred in connection with any claim, complaint, action, audit, investigation, inquiry or other proceeding instituted by a person or entities that arises or relates to:
1. your breach of these General Terms or the Card Terms;
2. your breach of any Circle Terms; or
3. your negligence, fraud or wilful misconduct,
except to the extent caused or contributed by our fraud, negligence or wilful misconduct.

Restriction, suspension and termination

You may terminate your Account by providing us with written notice. However we will not accept your request to terminate if:
1. your Account is suspended;
2. amounts are owing by you to us or any third-party; or
3. your Account is subject to any dispute, investigation or enforcement proceedings.
We may immediately terminate your Account by notice to you if:
1. you have breached these General Terms, and if capable of remedy, have not remedied the breach to our satisfaction within 10 days of receiving notice from us;
2. you become bankrupt, insolvent or unable to pay your debts as and when they fall due (or an analogous event occurs);
3. your Account has been inactive for a period of at least 6 months;
4. your use of the Account is subject to any pending, ongoing or threatened litigation or judicial, governmental pr regulatory proceedings and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account;
5. your Account has been placed on hold or suspended pursuant to these General Terms for a consecutive period of at least 30 days;
6. any transaction or other activity on your Account or Card is unauthorised, erroneous, fraudulent, or unlawful or we have determined or suspect that your Account or Card are being used in a fraudulent, unauthorised or unlawful manner;
7. information provided by you is incomplete or inaccurate;
8. we reasonably consider that your Card has, or may be used to make a payment to providers that we suspect may be involved in scams, ransomware or other illegal activity; or
9. we reasonably consider that we are required to do so by applicable laws.
Termination of the Account has the effect of terminating these General Terms and the Card Terms at the same time.
Termination of these General Terms does not affect any obligations incurred on or prior to the date of termination.
If your Account is terminated, you will be required to withdraw all funds from the Available Balance in accordance with these General Terms.

Dispute Resolution

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

Notices

We may provide you with notice under these General Terms or Card Terms by posting a notification on the Account or by emailing you. Notice will be deemed to have been provided on the date of such notification or email. You may provide us with notice by emailing Immersve at support@immersve.com.

Miscellaneous

If any part of these General 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.
These General Terms are governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales.
These General Terms supersede all previous agreements, understandings, negotiations, representations and warranties about its subject matter and embodies the entire agreement between the parties about its subject matter.
Neither party will be liable for any failure or delay in performing any of its obligations under these General Terms if such delay is caused by circumstances beyond that party’s reasonable control.
Your use of the Services is conducted electronically, and you agree that we may communicate with you electronically for all aspects of your use of the Services, including sending you electronic notices.
The provisions of these General Terms which by their nature survive termination or expiry of these General Terms will survive termination or expiry of these General Terms.
No waiver, delay or failure by us to take any action shall constitute or be construed as a waiver of that or any other term, condition, option, privilege or right we may have.
The word “including” when used in these General Terms is not a term of limitation.
Capitalised terms have the meaning ascribed to them in these General Terms, unless otherwise expressed.
If there is any inconsistency between these General Terms and the Card Terms, the General Terms will prevail to the extent of the inconsistency.
You cannot assign your rights under this Agreement. Immersve may assign its rights under this Agreement without the requirement to provide you with notice.