Used Terms 

Zimrii: a Music fan engagement platform using Blockchain Technology for issuing unique digital tokens. 

Digital asset:       in the context of Zimrii, a digital asset is a unique, non-fungible token on the Ethereum blockchain. It’s issued with smart contracts and includes crypto-collectibles and tokenized real-world assets. 

User account:     each user of Zimrii that signs up and creates their own user account. 

Provider:              User of Zimrii who issues unique digital assets to the Ethereum blockchain via Zimrii. 

Blockchain:          blockchain is defined as a growing list of records, called blocks, that are linked together using cryptography. Each block contains a cryptographic hash of the previous block, a timestamp, and transaction data. 

Private Ethereum:            an open-source, private Blockchain featuring smart contract functionality. 

Blockchain (digital) wallet:            it is used to store public and private keys, and can track, receive or send digital assets. The actual asset are not stored in the wallet, but directly on the private blockchain 

  

About Zimrii 

Zimrii is a platform, owned and operated Cartouchan Pty Ltd, incorporated in NSW, Australia (“Zimrii”, “we”, “us”, or “our”). 

These Terms of Service (“Terms”) govern your access to and use of the Zimrii platform, including, without limitation, the creation, tokenization, purchase, sale, exchange, or modification of certain Digital assets  (collectively, the “Service”). 

This Service also allows you to issue Digital assets to the Zimrii Private Ethereum Blockchain, as well as sell and purchase them (as defined below). You may only participate in the issuance of issued Digital assets or sale and purchase  

We are not a broker, financial institution, or creditor. We do not cover any risks and do not reclaim any damages connecting with issuing your token, trading or another manner of using Zimrii, unless otherwise explicitly provided in writing. The services of the platform are solely of administrative nature. Zimrii facilitates transactions of Digital assets on the Ethereum blockchain, as well as trade transactions of Digital assets between a buyer and a seller but does not serve as a party to any agreement between the buyer and the seller of Digital assets nor between any users. Zimrii cannot execute any mutations (issuance, update, revoke, etc.) or trade without the user’s order request. Zimrii does not act as an exchange of financial instruments, nor is it used to facilitate the trading of cryptocurrency. 

 There is no age restriction for only browsing this site but by using the site and the Service, you affirm that you are an individual of at least 18 years of age or older, have the capacity to enter into this Terms and agree to be legally bound by the Terms of this Terms, including the Terms of Service of the Zimrii platform, the Privacy Policy and as amended from time to time. In order to use the Services, you may be required to provide certain identifying information pursuant to our Compliance Program. 

By using the site, the services provided on the site, or data content we make available to you through the services (collectively, “Services”), you explicitly agree to be bound by the following Token Terms of Service and any future modifications (collectively, the “Terms”).. Please read them carefully. If you do not agree to these Terms, you may not use the Services. 

Everyone can use the Service, provided you are familiar with the blockchain technology, have the knowledge of how it works and absolutely, unconditionally and irrevocably accept it. 

  

  1. Services

Zimrii provides the following types of services: 

  •   issuing of Digital assets to our Private Ethereum blockchain, 
  • sale of Digital assets via the Zimrii platform, 
  • purchase of Digital assets via the Zimrii platform, 

  

  1. Signing up

In order to use our Services, you must register an account. You are responsible to carefully guard the security of your account and for all use of the Services under your account. 

It is your sole responsibility to guard all activities that occur under your Account and any authorized or unauthorized access to the Account. We are not responsible for any unauthorized access to the account. If you are entering into this agreement on behalf of your company or another legal entity, you guarantee and are responsible that you have the power and authority to bind that entity to these Terms, in which case “you” means the entity you represent. 

  

  1. Other documentation and requirements

In addition to the requirements in these Terms, you must adhere to all policies posted on this site in conjunction with the Services, including all accompanying documentation. All such policies are incorporated by reference into these Terms. 

Your access to or use of certain services may be subject to or require you to accept additional terms and conditions. If there is a conflict between these Terms and the terms and conditions applicable for a specific service, the latter terms and conditions will take precedence with respect to your use of or access to that Service, unless specified otherwise. 

  

  1. Payments

Once a user becomes a Provider, they can start issuing new unique Digital assets to the Zimrii Private Ethereum blockchain. The services offered on the Zimrii platform can be processed directly with fiat currency or through the use of provider’s utility tokens. 

The Platform makes use of the Stripe fiat currency payment gateway so that a credit or debit card can be used to purchase the services offered.   

Payments on the Zimrii platform can also be executed directly with Providers utility tokens, without making a fiat currency payment. In this case, Users hold the Providers token in their digital wallets and use them to claim on the Platform directly. These services/good are claimed on the Platform based on the fixed value of the Provider’s utility token. 

The Providers token is an ERC755 Ethereum utility token. It is classified as a multipurpose coupon or voucher, and it can only be used to utilize the services on the Zimrii platform. The value of the Provider’s tokens on the Zimrii platform is fixed at AUD 5. Zimrii does not act as an exchange of financial instruments, nor is it used to facilitate the trading of cryptocurrency. The Platform does not provide Provider’s utility token to fiat currency exchanges. 

The services are payable according to the price list unless otherwise specified. 

All payments made with a credit card must be executed in advance. We are not responsible for any bank fees, interest charges, finance charges, overdraft charges, or other fees resulting from charges billed by your bank.  

All charges are non-refundable unless expressly stated otherwise. 

Payments will be processed by payment provider Stripe. By using the Service, you agree to Stripe’s Terms of Service and Privacy Policy. For more information follow the link https://stripe.com/. 

  

  1. Permanent data due to blockchain technology

You may terminate your account, but the hash of the digital asset (non-fungible token) remains permanent as a data imprint due to the blockchain technology that is needed for tokenization. If using the Service in any way also means providing your Personal Data, the user hereby accepts that due to the blockchain technology, such Personal Data will be made permanently on the Zimrii blockchain 

Your original content is kept off-chain, meaning it is not issued to the blockchain. A tokenized digital asset contains only the asset ID and asset imprint (content hash). Apart from the contents of a tokenized digital asset, also the ledger name, ledger symbol, and ledger URI are permanently stored and visible on the blockchain. 

Furthermore, due to the nature of the blockchain technology and decentralization, by using the Service you accept and acknowledge that Zimrii cannot erase the transactions made as part of the Service. 

  

  1. Your responsibility of the content, prohibited contents and use of Service

Zimrii is a platform that offers its services to a variety of users and providers. Thus it is not allowed to issue or distribute a Digital asset that contains, e.g., adult content or depicts any kind of graphic violence, human or animal cruelty, gratuitous gore, or hateful imagery. In regards to adult content only, exceptions may be made for artistic, medical, health, or educational purposes. 

Your content is your content. You retain ownership of all content that you contribute when using our Services. You are solely responsible for the legality of your content, and you explicitly state that all content that is subject to tokenization complies with all applicable laws. We are not responsible for any illegal content that is subject to tokenization. 

When accessing or using the Services, you agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort and that you are solely responsible for your conduct while using the Services. 

As a condition of your use of the Services, you warrant to Zimrii that you will not use the Service for any purpose that is unlawful or prohibited by these Terms. You may not use the Service in any manner that could damage, disable, overburden, or impair the provision of the Service or interfere with any other party’s use and enjoyment of the Service. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided to you or public through the Service. 

  

  1. Storage duration and deletion

Storage of Personal data 

A certain amount of your Personal Data may have to be provided for the Zimrii platform to perform the Service validly. As the Personal Data used for the Service is submitted only on your demand, the voluntary provision of your Personal Data is considered an explicit approval of the subsequent processing of such data. 

The Personal Data may comprise the data indicated in the Privacy Policy, or any additional Personal Data needed to perform the Service. Such collected data solely serves the purpose of the performance of the Service under these Terms. Moreover, Personal Data is collected to fulfill relevant legal requirements, for example, the data requested in accordance with the anti-money laundering requirements. 

The concluded business relationship between Zimrii and you as the user is a long-term obligation, which is set up on the basis of periods of years. 

We retain your Personal Data for as long as necessary to fulfill the purposes for which your Personal Data was collected in order to fulfill our contractual, regulatory and statutory obligations. 

We will delete or anonymize data, provided that the data is no longer required, in order to fulfill contractual, regulatory or statutory obligations, or to fulfill any obligations to preserve records according to commercial and tax law. 

We will assess and respond to requests to delete or anonymize Personal Data. In this case, you should take into consideration that you will not be able to use a part or all of the Zimrii Services if the deleted or anonymized Personal Data was necessary for its use. 

Any person considering to use the Service is required to inform themselves about, and to observe any restrictions imposed upon them by any jurisdiction other than the laws of Slovenia in connection with Personal Data and Privacy, and immediately inform Zimrii if such laws set special requirements with regard to privacy issues. 

Full details of our privacy policy can be found in the Zimrii Privacy Policy. We recommend that you read the Privacy Policy carefully so that you are aware of the data we collect, how we use it, and who we share it with.   

  

  1. Our right to reject the order and close the account

We also reserve the right to suspend or even delete the account if we reasonably believe that it violates these Terms or would expose you, other merchants, purchasers, or other parties to harm. If we reasonably suspect that your account has been used for an illegal purpose, you authorize us to share information about you, your account, and your account activity with law enforcement. Regardless, the administrator mentioned above is not in charge to control and restrict your activities unless otherwise provided by applicable laws. 

Regardless of the technical nature of blockchain technology, we reserve the right to decline or stop a transaction and even delete or close the Account and block you from using our Platform and Services in the event of violating the set-out Terms. In the event that we were unable to stop a transaction violating the Terms, we reserve the right to make its content not visible on the Platform as well as to block and/or delete the account which was in violation. 

In addition, we can decline to execute an order, stop a transaction or even close an account immediately, without prior notice and consequently prohibit you from using the Services in case of: 

  • force majeure or any other event of inability or danger for any cause to execute orders and transactions, 
  • legal requirements or requirements of state, judicial, administrative or any other state organ. 

 

  1. Limited right to recall an order

When using the Service, you acknowledge that, due to the nature of a blockchain network, a transaction on Zimrii constitutes a specific distance or off-premises contract. For that reason, you cannot withdraw from your order once the order started being executed and could not be revoked or when the order was already fully executed. By accepting these Terms, you consent that you lose the right to withdraw from such order/contract/ these Terms.

 

  1. IP rights

Zimrii or its licensor or supplier is the sole owner of all intellectual property rights on any material of Zimrii provided in connection with the Service, including, without limitation, the software, text, information, newsletter, documentation, data, graphics, pictures, software, logo, procedures, applications and designs of the Zimrii platform (hereinafter: Material). You are not allowed to resale, distribute, publish, or modify the Material. IP rights on the Material do not apply to the users’ content by using the Service. 

You are granted a limited, nonexclusive and non-sublicensable license to access and use Zimrii copyrighted work and other intellectual property of Zimrii for your personal or internal business use. You are not permitted to modify or otherwise make any derivative uses, nor use, publish, transmit, publicly display, resale, distribute, sell, rent, or in any way exploit any of the copyrighted work and other intellectual property of Zimrii other than for their intended purposes. This granted license will automatically terminate if Zimrii terminates your access to the Services or closes your Account. 

Zimrii, our logos, product or service marks or names or slogans or design of the webpage and the Service, are trademarks of Zimrii and shall not be copied, imitated or used, in whole or in part without the written consent of Zimrii. 

This Article applies only to material, logos, products, etc., as specified above, of Zimrii and not to material which is posted or uploaded, nor to ledgers created by users of Zimrii. Zimrii does not assume any responsibility or damage liability regarding breach, ownership, licensing or protection of IP or any other rights on this material. 

  

  1. Limitation of liability and liability exclusion

The legal information in these Terms is provided on an “as is” and “as available” basis without any representation or warranties, express or implied. Zimrii makes no representation or warranties in relation to the legal information on the website www.zimrii.com. 

Zimrii will not be held liable for any damages, loss of profit, loss of revenue, loss of business, loss of opportunity, loss of data or any other loss to the extent permitted by law.  

Nothing in these Terms shall limit Zimrii liability in any way that is not permitted under applicable law. 

Zimrii shall not be responsible or liable to you for any loss and shall take no responsibility for, and will not be liable to you for any use of Digital assets, including but not limited to any losses, damages or claims arising from: (a) User error such as forgotten passwords, incorrectly constructed transactions, or mistyped addresses; (b) Server failure or data loss; (c) Corrupted wallet files; (d) Unauthorized access to applications; (e) Any unauthorized third-party activities, including, without limitation, the use of viruses, phishing, brute-forcing or other means of attack against the Service or digital assets. 

Digital assets are intangible. They exist only by virtue of the ownership record maintained on the Ethereum network. Any transfer of title that might occur in any unique digital asset occurs within the Ethereum network. We do not guarantee that Zimrii or any Zimrii party can affect the transfer of title or right in any Digital assets. 

Zimrii is not responsible for casualties sustained due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains, or any other features of the Digital assets. Zimrii is not responsible for casualties due to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting digital assets including forks, technical node issues or any other issues having fund losses as a result. 

Zimrii is not in any way responsible or liable for damage in cases of rejecting the order or closing the account or executing the order, as specified in Article 10 and Article 11 of these Terms. 

Music Artist tokens are not intended by Zimrii to be an “investment opportunity” of any kind and should not be perceived as one . They are not intended to be treated as a “security” in any jurisdiction and, by issuing tokens, you acknowledge this position. Instead, Music Artist tokens are simply software – computer code that you will store in electronic format and which will allow token purchasers to interact with and to take advantage of the many features that will be part of our new platform

 

  1. Governing law & jurisdiction

All matters or disputes arising out of or in connection with these Terms shall be governed by and construed in accordance with the laws of NSW, Australia. 

The user hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the competent court in NSW, Australia in any action or proceeding arising out of or in relation to these Terms.