MetaMorph Pro Platform – Terms and Conditions

Last updated 29th of April 2019.

1. Introduction

Welcome to the MetaMorph Pro platform (MetaMorph, we, us, or our) website (app.metamorph.pro) and software.

We are a channel to a series of platforms who utilize the 0x protocol (0x Platform), which is the facility on which an offer or invitation (Offer/s) to trade cryptocurrency is made.

We are a channel for facilitating sellers of cryptocurrency to find buyers on the 0x Platform where offers are made and accepted.

 

2. Acceptance of Terms and Conditions

This terms of use and other agreements on the MetaMorph platform govern your use of the MetaMorph platform, and also include important disclosures and regulatory information that are associated with the services available on the MetaMorph platform, all of which are important and affect your legal rights, so please read it carefully.

By connecting your Web3 Wallet to MetaMorph, or using our services, you represent that :

A. You have read, understand, and agree to be bound by the terms of use;

B. You are of legal age to form a binding contract with MetaMorph ;

C. You agree to be bound by the MetaMorph AML/CTF Policy; and

D. You have the authority to enter into the terms of use personally or on behalf of the entity you have named as the registered user, and to bind that entity to the terms of use.

 

The term “you” refers to the individual or legal entity, as applicable, identified as the registered user when you submit your registration information on the MetaMorph platform. If you do not agree to be bound by the terms of use, you may not access or use the MetaMorph platform.

3. Scope of Services

The MetaMorph Platform provides a channel designed to facilitate the offering and sale of cryptocurrency as private securities on the 0x protocol linked platforms as secondary trades, where such offers are made and accepted, after which the sellers (Sellers) and buyers (Buyers) of cryptocurrencies are then able to complete their transaction directly, wallet to wallet, via the 0x Protocol smartcontract on Ethereum.

The Services form only a part of the services required for an Issuer to complete its Offering. In connection with the Offering, the Seller will enter into an agreement with other third party providers to perform the other functions of the Offering (“Seller Facilitators”), including but not limited to, those that provide (a) services to receive, return, or escrow cryptocurrency for Registered Users (defined below), (b) broker dealer/placement agent services, and (c) services to facilitate the transfers of cryptocurrency.

We only act as a channel for facilitating the offering and sale of cryptocurrency and are at no stage involved with the conversion of cryptocurrency into fiat currency, or vice versa.

 

4. Legal Disclaimers

MetaMorph does not operate a financial market as is contemplated by s767A of the Corporations Act 2001 (Cth) (Corporations Act) for the reasons as set out in this paragraph.

MetaMorph does not provide the opportunity for the trading of financial products as contemplated by s763A of the Corporations Act as it does not provide a facility, nor are the cryptocurrencies traded as non-cash payments as contemplated by s763D of the Corporations Act.

This is confirmed by the fact that MetaMorph is not a digital currency exchange (DCE) provider as contemplated by the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (AML/CTF Act) as MetaMorph does not facilitate the conversion of cryptocurrency into fiat funds, nor the conversion of fiat funds into cryptocurrency.

MetaMorph is a form of infrastructure that that is a mere channel to the facility, being the 0x protocol platforms on which the offer or invitation is made or accepted in terms of RG172.21.

It is merely a step in the process step in a process that results in the eventual making or acceptance of offers or invitations. (RG172.20)

An Offer is made when and where it is received by the person to whom the Offer is made (RG172.24), and the MetaMorph platform ensures that all offers are channeled to be made and accepted within the 0x protocol platforms.

However, MetaMorph is aware of the regulatory outcomes and mechanisms as set out in the Australian Securities and Investments Commission (ASIC) Regulatory Guide 172 – Australian market licenses: Australian operators and is able to respond thereto as set out in the table below:

Regulatory area

Regulatory outcomes

Market regulatory mechanisms

MetaMorph – what we do

Market information
Listed entities, participants and market users that breach the law or the market’s operating rules are likely to be detected and disciplined, and as a result:

  • participants and existing and potential market users have confidence in the market

 

  • participants and market users are not disadvantaged by breaches of the market’s operating rules

 

  • the market has a good reputation Market supervision is not compromised by:

 

  • conflicts between the market operator’s duties and commercial interests

 

  • the influence of a major shareholder

 

  • the involvement of unfit individuals in the management of the market operator

 

  • the market operator’s lack of resources

 

The market operator must:

  • ensure that the market is fair, orderly and transparent

 

  • have adequate arrangements for supervising the market

 

  • have adequate resources to supervise the market

 

  • provide information to ASIC to enable ASIC to monitor the market operator’s compliance with its obligations

 

  • have adequate arrangements for handling conflicts of interest

 

  • take reasonable steps to ensure an unacceptable control situation does not exist

 

  • take reasonable steps to ensure that no disqualified individual becomes or is involved in the market operator

 

  • MetaMorph utilises the 0x protocol on Ethereum Blockchain. Transparency is built into Ethereum by default allowing anyone to query the transactions on Ethereum to ensure the market is fair and orderly and transparent.

 

  • MetaMorph utilises the 0x protocol on Ethereum Blockchain. Transparency is built into Ethereum by default allowing anyone to query the transactions on Ethereum which an adequate arrangement for everyone is to supervise the market. Anyone using Ethereum is aware there is a log of the transactions they have made via their Ethereum Address.

 

  • MetaMorph utilises the 0x protocol on Ethereum Blockchain. Transparency is built into Ethereum by default allowing anyone to query the transactions on Ethereum this allows for more efficient open source intelligence equipping the community to self-supervise the market under the guidance of MetaMorph leadership.

 

  • According to Austrac MetaMorph is not required to report to ASIC/Austrac at this point in time due to the very nature of the technology that is used on the 0xprotocol.

 

  • MetaMorph utilises the 0x protocol on Ethereum Blockchain. Transparency is built into Ethereum by default allowing anyone to query the transactions on Ethereum to equip anyone who feels there is a conflict of interest from their point of view, to take action. MetaMorph has policies and procedures to deal with conflicts of interest.

 

  • MetaMorph utilises the 0x protocol on Ethereum Blockchain. Transparency is built into Ethereum by default allowing anyone to query the transactions on Ethereum to equip the MetaMorph community with the correct transaction data to take reasonable steps to ensure an unacceptable control situation does not exist.

 

  • MetaMorph has policies and procedures in place to ensure no disqualified individual becomes or is involved in the market operator.

 

Trading
The market operates reliably, and is not at risk of failing, so that:

  • existing and potential market users can be confident it will be available in the future

 

  • operators of other markets or clearing and settlement facilities will not be adversely affected by any failure of the market.

 

  • The price formation process operates reliably.

 

The market operator must:

  • ensure that the market is fair, orderly and transparent

 

  • have sufficient financial, technological, human and other resources to operate the market properly

 

  • MetaMorph utilise 0x protocol on Ethereum Blockchain. Transparency is built into Ethereum by default allowing anyone to query the transactions on Ethereum to ensure the market is fair and orderly.

 

  • MetaMorph utilise 0x protocol on Ethereum Blockchain. Transparency is built into Ethereum by default allowing anyone to query the transactions on Ethereum this allows for more efficient open source intelligence equipping the community to self-supervise the market under the guidance of MetaMorph leadership.

 

Participant supervision
Market users are confident about the participants they deal with. For example, participants:

  • comply properly with instructions, and properly complete transactions
  • protect their clients’ interests adequately and do not act in their own interests to the detriment of their clients

 

  • do not misappropriate client money or other property in connection with trading on the market

 

  • comply with the law and the market’s operating rules

 

  • are financially sound

 

The market operator must:

  • ensure that the market is fair, orderly and transparent

 

  • monitor the conduct of participants on or in relation to the market and enforce compliance with the market’s operating rules

 

  • notify ASIC of disciplinary action against a participant, suspected significant breaches of the law or the market’s operating rules by a participant, or the inability of a participant to meet obligations as a financial services licensee

 

  • have appropriate compensation arrangements protecting retail client money and other property held by participants

 

  • MetaMorph utilises the 0x protocol on Ethereum Blockchain. Transparency is built into Ethereum by default allowing anyone to query the transactions on Ethereum to ensure the market is fair and orderly.

 

  • MetaMorph utilises the 0x protocol on Ethereum Blockchain. Transparency is built into Ethereum by default allowing anyone to query the transactions on Ethereum to ensure the market is fair and orderly. All transactions are governed by the 0x protocol contracts.

 

  • Not applicable. Not under ASIC licensing regime.

 

  • Not applicable. MetaMorph utilise 0x protocol on Ethereum Blockchain. MetaMorph do not hold any client funds.

 

Market supervision
Listed entities, participants and market users that breach the law or the market’s operating rules are likely to be detected and disciplined, and as a result:

  • participants and existing and potential market users have confidence in the market
  • participants and market users are not disadvantaged by breaches of the market’s operating rules
  • the market has a good reputation Market supervision is not compromised by:
  • conflicts between the market operator’s duties and commercial interests

 

  • the influence of a major shareholder

 

  • the involvement of unfit individuals in the management of the market operator

 

  • the market operator’s lack of resources

 

The market operator must:

  • ensure that the market is fair, orderly and transparent

 

  • have adequate arrangements for supervising the market

 

  • have adequate resources to supervise the market

 

  • provide information to ASIC to enable ASIC to monitor the market operator’s compliance with its obligations

 

  • have adequate arrangements for handling conflicts of interest

 

  • take reasonable steps to ensure an unacceptable control situation does not exist

 

  • take reasonable steps to ensure that no disqualified individual becomes or is involved in the market operator

 

  • MetaMorph utilises the 0x protocol on Ethereum Blockchain. Transparency is built into Ethereum by default allowing anyone to query the transactions on Ethereum to ensure the market is fair and transparent.

 

  • Not applicable, MetaMorph is a channel to market.

 

  • Not applicable, MetaMorph is a channel to market.

 

  • Not applicable, MetaMorph does not fall under ASIC licensing at this stage.

 

  • MetaMorph utilises the 0x protocol on Ethereum Blockchain. Transparency is built into Ethereum by default allowing anyone to query the transactions on Ethereum to equip anyone who feels there is a conflict of interest from their point of view, to take action. MetaMorph has policies and procedures to deal with conflicts of interest

 

  • We do not comply. Most of the shares are held by a major shareholder.

 

  • MetaMorph has policies and procedures in place to ensure no disqualified individual becomes or is involved in the market operator.

 

Market stability
The market operates reliably, and is not at risk of failing, so that:

  • existing and potential market users can be confident it will be available in the future

 

  • operators of other markets or clearing and settlement facilities will not be adversely affected by any failure of the market

 

  • The price formation process operates reliably.

 

The market operator must:

  • Ensure that the market is fair, orderly and transparent

 

  • have sufficient financial, technological, human and other resources to operate the market properly

 

  • Not applicable – MetaMorph is a channel to market.
Clearing and settlement
Transactions entered into on the market are cleared and settled promptly, fairly and effectively.The market operator must

  • ensure that the market is fair, orderly and transparent must:

 

  • have adequate clearing and settlement arrangements, or disclose to participants the absence of clearing and settlement arrangements, or that the clearing and settlement arrangements are not with the operator of a clearing and settlement facility

 

  • monitor the conduct of participants on or in relation to the market and enforce compliance with the market’s operating rules

 

  • Not applicable – MetaMorph does not provide Clearing and Settlement.

4. Financial Advice Disclaimers

Although the MetaMorph platform may provide data, information or content provided by third-parties or us relating to securities of certain issuers, including MetaMorph and its affiliates (Information), you should not interpret any such Information as tax, legal, financial, or investment advice, the provision of brokerage or investment banking services, or a recommendation to invest in any security. We have no special relationship with or fiduciary duty to you and your use of the MetaMorph platform does not create such a relationship.

You agree and acknowledge that MetaMorph is not a registered broker-dealer, funding portal, investment adviser or investment manager. The MetaMorph platform does not provide any brokerage services. MetaMorph takes no part in the negotiation or execution of secondary market transactions for the purchase or sale of securities and at no time has possession of investor funds or securities in connection with such transactions. Any brokerage services offered by third-parties (including by affiliated entities) referenced or linked through the MetaMorph platform are provided, to the best of MetaMorph ‘s knowledge, by registered broker-dealers. Those broker-dealers and any other third-party providers are responsible for ensuring that they have the appropriate licenses and authorisation to provide the services offered or linked through the MetaMorph platform.

Although the MetaMorph platform may, upon request, provide certain Information with respect to orders for the purchase or sale of securities through other third-party entities, such Information should not be interpreted as, and is not, a solicitation or offer by the MetaMorph platform, MetaMorph or any of its affiliates to purchase or sell any such security, or an endorsement or recommendation to engage in any securities transaction. You should consult with your own broker-dealer or other advisor prior to engaging in any securities transaction, whether through entities that have licensed MetaMorph technology and software or otherwise.

 

6. Veracity of Information

Much of the information available on the MetaMorph Platform regarding potential cryptocurrency investment opportunities, including offering information related to those investments, has been provided by third parties. Neither MetaMorph nor its affiliates endorse, verify, or approve third-party information. Neither MetaMorph nor its affiliates will be responsible for the accuracy, timeliness, or completeness of any third-party information.

 

7. Risks

Investing in securities, tokens, coins, and other digital assets involves exceptional risk and can lead to substantial losses (up to and including the full loss of monies invested).
Before investing, consider your investment objectives. Consider also MetaMorph ’s fees and any fees associated with the underlying investments. Past performance is no guarantee of future results. Any historical returns, expected returns, or probability projections may not reflect actual future performance. Furthermore, you must make your own decision about whether and how much to invest. MetaMorph and its affiliates cannot make any investment recommendations or otherwise provide any investment advice and nothing available through the MetaMorph should be construed as investment advice. Before you invest, you should read the offering materials related to your investment. You alone assume the sole responsibility of evaluating the merits and risks associated with the use of any MetaMorph service before making any decisions.

Unlike other traditional forms of currency, cryptocurrency is decentralised and is not backed by a central bank, government or legal entities. Cryptocurrency is a relatively recent invention and is largely unregulated. However, further laws, policies and regulations are highly likely in the cryptocurrency space in the future. Such initiatives may have impacts either in particular countries or globally.
Accordingly, the value of cryptocurrency can and has swung dramatically depending upon the market, confidence of investors, competing currencies, regulatory announcements or changes, technical problems, security breaches, and other factors.

Before interacting with the MetaMorph platform, you should carefully assess whether the buying, selling or trading of cryptocurrency is suitable to your financial circumstances and tolerance for risk.

Should you choose to purchase securities using cryptocurrency, you are solely responsible for determining what, if any, taxes apply to your cryptocurrency transactions. Neither Harbor nor any affiliate, employees, officers, directors, consultants or equity holders are responsible for determining the taxes that apply to cryptocurrency transactions.

 

8. MetaMorph’s Liability

Except as expressly provided to the contrary in a writing by MetaMorph , the MetaMorph platform and associated services, as well as the MetaMorph content contained therein, and tokens created through the services are provided on an “as is” and “as available” basis without warranties or conditions of any kind, either express or implied. MetaMorph (and MetaMorph partners or associates) make no warranty that the MetaMorph platform or any associated services: (a) will meet your requirements, (b) will be available on an uninterrupted, timely, secure, or error-free basis, or (c) will be accurate, reliable, complete, legal, or safe. MetaMorph disclaims all other warranties or conditions, express or implied, including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement as to the MetaMorph platform and any MetaMorph content contained therein.

MetaMorph will not be liable for any loss of any kind from any action taken or taken in reliance on material or information, contained on the MetaMorph platform. While MetaMorph attempts to make your access to and use of the MetaMorph platform and MetaMorph content thereon safe, MetaMorph cannot and does not represent or warrant that the MetaMorph platform, its associated services, MetaMorph content, any tokens created through the services or our information technology systems are free of viruses or other harmful components. We cannot guarantee the security of any data that you disclose online. You accept the inherent security risks of providing information and dealing online over the internet and will not hold us responsible for any breach of security unless it is due to our gross negligence.

MetaMorph will not be responsible or liable to you for any loss and take no responsibility for, and will not be liable to you for, any damages arising from any decisions or actions made by you based on the MetaMorph content or information on MetaMorph properties or through use of cryptocurrency or tokens including but not limited to any losses, damages or claims arising from: (a) user error such as forgotten passwords, incorrectly constructed transactions, incorrect cryptocurrency wallet addresses, bank wire information or mistyped addresses; (b) server failure or data loss, (c) corrupted wallet files, (d) unauthorised access to applications, (e) acts, omissions or errors by any issuer, issuer vendors or MetaMorph vendors, (f) any unauthorized third party activities, including without limitation the use of viruses, phishing, brute forcing or other means of cyber-attack against the MetaMorph platform, any associated services, including the tokens.

Tokens exist only by virtue of the ownership record maintained in the corresponding blockchain. Any transfer of title that might occur in any tokens occurs on the decentralised ledger within the blockchain.

 

9. Access and Use of the MetaMorph Platform

You are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the MetaMorph Platform and the MetaMorph Content thereon (collectively, “MetaMorphperties”) for the sole purpose of using the Services for your personal or internal business purposes. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit MetaMorph Properties or any portion of MetaMorph Properties, except as authorised by us, (b) you shall not frame or utilise framing techniques to enclose any trademark, logo or trade name, or other MetaMorph Properties (including images, text, page layout or form), (c) you shall not use any metatags or other “hidden text” using MetaMorph ’s name or trademarks, (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of MetaMorph Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law, (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the MetaMorph Platform (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the MetaMorph Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials), (f) you shall not access MetaMorph Properties in order to build a similar or competitive website, application or service, (g) except as expressly stated herein, no part of MetaMorph Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in MetaMorph Properties. Any future release, update or other addition to MetaMorph Properties shall be subject to the Agreement. MetaMorph, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorised use of MetaMorph Properties terminates the licenses granted by MetaMorph pursuant to the Agreement.

MetaMorph may require you to provide additional information and documents at the request of any governmental authority or for the purposes of Verification Checks, compliance with any applicable law or regulation, including laws related to laundering of funds that represent the proceeds of crime, or for counteracting financing of terrorism. MetaMorph may also require you to provide additional information and documents in cases where it has reasons to believe that: (a) your Account is being used for money laundering or for any other illegal or suspicious activity, (b) you have concealed or reported false identification information or other details, (c) you are located in a country that is subject to a government embargo, or that has been designated by any government as a “State Sponsor of Terrorism” or you are listed on any government list of prohibited or restricted parties, (d) trades effected via your Account were affected in breach of this Agreement, or (e) your use of the Services violates applicable laws and regulations. In such cases, MetaMorph in its sole discretion, may suspend your transactions until such additional information and documents are reviewed by MetaMorph and accepted as satisfying the requirements of applicable law. If you do not provide complete and accurate information and documents in response to such a request, MetaMorph may refuse to provide its Services to you. Please be aware that providing false or inaccurate information or engaging in illegal activities may result in you being prosecuted for violation of securities laws or any other applicable laws. Different jurisdictions have different laws and regulations with respect to investing in securities. You are responsible and liable at all times for any compliance obligations that you may be subject to in accordance with applicable laws and regulations in your home country or state.

 

10. Interacting with the MetaMorph Platform

Before you use the Platform, you must first create a Web3 Wallet with any your choice of Web3 Wallet providers. Once you have created the Wallet, you need to connect your Wallet to the MetaMorph platform.

 

11. Your Obligations

You agree that you will not violate any law, contract, intellectual property or other third party right, and that you are solely responsible for your conduct, while accessing or using the MetaMorph Platform or using the Service. You agree that you will abide by this Agreement and will not: take any action or make available any content on or through MetaMorph Properties that: (a) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity, (b) is unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane, (c) constitutes unauthorised or unsolicited advertising, junk or bulk e-mail, (d) involves commercial activities and/or sales without MetaMorph ’s prior written consent, (e) impersonates any person or entity, including any employee or representative of MetaMorph or MetaMorph ’s customers, (f) interferes with or attempt to interfere with the proper functioning of MetaMorph Properties or uses of the MetaMorph Properties in any way not expressly permitted by the Agreement, or (g) attempts to engage in or engage in, any potentially harmful acts that are directed against MetaMorph Properties, including but not limited to violating or attempting to violate any security features of MetaMorph Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in MetaMorph Properties, introducing viruses, worms, or similar harmful code into MetaMorph Properties, or interfering or attempting to interfere with use of MetaMorph Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” MetaMorph Properties.

You agree that submission of any ideas, suggestions, documents, and/or proposals to MetaMorph through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that MetaMorph has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to MetaMorph a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the MetaMorph Platform.

 

12. Links

We are not responsible for the content of any sites that may be linked to or from the MetaMorph Platform or any bulletin board associated with us or the MetaMorph Platform. These links are provided for your convenience only and you access them at your own risk. Unless otherwise noted, any other website accessed from the Site is independent from us, and we have no control over the content of that other website. In addition, a link to any other website does not imply that we endorse or accept any responsibility for the content or use of such other website. In no event shall any reference to any third party or third-party product or service be construed as our approval or endorsement of that third party or of any product or service provided by a third party. Any services provided on any third-party websites are provided by such third-parties and not by MetaMorph.

 

13. Online Conduct

You agree to use the MetaMorph Platform only for lawful purposes. You are prohibited from posting on or transmitting through the MetaMorph Platform any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racial, ethnic, or otherwise objectionable material of any kind, including but not limited to any material that is or that encourages fraudulent activity or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, federal, or international law.

You agree not to harass, advocate harassment, or to engage in any conduct that is abusive to any person or entity. You are prohibited from sending or otherwise posting unauthorised commercial communications (such as spam) through the MetaMorph Platform. If we are notified of or suspect allegedly infringing, defamatory, damaging, illegal, or offensive Content provided by you (e.g., through an author chat, online review, blog or participation in our online community/ies) we may (but without any obligation) investigate the allegation and determine in our sole discretion whether to remove or request the removal of such Content from the MetaMorph Platform. We may disclose any Content or electronic communication of any kind (i) to satisfy any law, regulation, or government request; (ii) if such disclosure is necessary or appropriate to operate the MetaMorph Platform; or (iii) to protect our rights or property, our users and customers and/or you.

 

14. Consent to Notices

You agree that we have the right to send you certain information in connection with the MetaMorph Platform. We may send you this and any other information in electronic form to the e-mail address you specified when you created an account through the MetaMorph Platform. You may have the right to withdraw this consent under applicable law, but if you do, we may cancel your rights to access the MetaMorph Platform. Notices provided to you via e-mail will be deemed given and received on the transmission date of the e-mail. As long as you access and use the MetaMorph Platform, you agree that you will have, or have access to, the necessary software and hardware to receive such notices. If you do not consent to receive any notices electronically, you agree to stop using or accessing the MetaMorph Platform.

 

15. Termination

 

We may terminate your access or suspend your right to access to all or part of the MetaMorph Platform, without notice, for any conduct that we, in our sole discretion, believe is in violation of any applicable law, is in breach of these Terms or is harmful to the interests of other users, Associates, or us. In addition, we reserve the right to refuse access, or orders, from any user in our sole discretion.

 

16. General

16.1 Entire Agreement

These Terms and all documents referred to in these Terms comprise the entire agreement between you and MetaMorph in relation to your use of the Platform and supersede all prior agreements between the parties.

 

16.2 Amendment

(a) MetaMorph reserves the right at its sole discretion and at any time to amend these Terms and any documents referred therein by publishing the amended version on the MetaMorph Platform.

(b) Any amendment to the Terms will have immediate effect from the time that it is published by MetaMorph on the MetaMorph Platform. MetaMorph will use its best endeavours to draw your attention to any amendments to the Terms (for example by email or by way of a notice when you log in to your account). By continuing to use the Platform you are taken to have accepted the amended and most current Terms.

(c) No other amendment to the Terms shall be of any effect without the written consent of MetaMorph .

 

16.3 Jurisdiction

These Terms and Conditions are governed by the laws of the State of Queensland, Australia, and each party submits to the non-exclusive jurisdictions of the courts of the State of Queensland.

 

16.4 Severability

(a) Any provision in this agreement which is invalid or unenforceable in any jurisdiction is to be read down for the purpose of that jurisdiction, if possible, so as to be valid and enforceable, and otherwise shall be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of this agreement or affecting the validity or enforceability of that provision in any other jurisdiction.

(b) If a jurisdiction does not allow for an exclusion or limitation of liability but allows for a limitation to a certain maximum extent, then MetaMorph ’s liability is limited to that extent.

 

16.5 Assignment

(a) MetaMorph may assign its rights and obligations under these terms to any person or business entity.

(b) You may not assign your rights or delegate your obligations under these Terms without MetaMorph ’s prior written consent.

 

16.5 Waiver

A failure by MetaMorph to enforce any provision of these terms and conditions against you or a third party shall not be treated as a waiver of that provision, nor shall it affect MetaMorph ’s right to subsequently enforce that provision against you or a third party.

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