Forrest Synergi Terms and Conditions

Forrest Synergi is a digital platform where users may be able to purchase or sell NFTs. Forrest Synergi may also provide for the purchase, resale or distribution of NFTs. Forrest Synergi may offer NFTs for sale on other platforms.

NFT means Non Fungible Token and the particulars of the rights and subject matter of rights provided in respect of any particular digital or cryptographic assets available for purchase on this Forrest Synergi platform are governed by the terms and conditions of this document unless and to the extent that an offering or listing offering provides otherwise.

Each transferable or tradeable collection of rights relating to a digital asset, corresponding cryptographic asset, smart contract and associated things which comprise an NFT is a Tradable Asset.

 A Limited Offering is a prespecified group of products, relating to a group of Tradable Assets, offered for sale or transfer together, or over a period of time. The Total Offering is all the Tradeable Assets on offer or provided to Forrest Synergi to be placed on offer on Forrest Synergi by a particular entity.

All references to an NFT or Tradable Asset or offering include references to all digital assets or collectibles and cryptographic assets or currency which currently attach to the asset including any intellectual property rights attaching to those assets, collectibles or cryptographic asset, notwithstanding that those assets may not be attached to the Tradable Asset at any other particular point in time.

Forrest Synergi is not a Financial Services Provider, Creditor, Investor, Bank, wallet provider and nothing in these terms shall be construed as financial advice, legal advice or an invitation for investment. Any reference in these terms and conditions to Forrest Synergi includes the Forrest Synergi website, Forrest Synergi cryptographic wallets or accounts and Forrest Synergi artists and developers.

TERMS AND CONDITIONS

1. By using the Forrest Synergi website, users agree to the terms and conditions laid out in this document (Forrest Synergi Terms and Conditions).
2. The terms and conditions contained in this document apply to all members of any other agreement offered by Forrest Synergi.
3. Users includes any and all persons viewing, accessing or using any website, page or assets of Forrest Synergi, whether on a Forrest Synergi website or third party website, including Opensea and also includes and binds User’ agents, principals, employers, employees or other members, employees or owners of incorporated or unincorporated entities, including charities and any related entities, including entities with partial or complete holdings in or by a user, or entity otherwise fitting the description of user.

4. Forrest Synergi provides the planting of trees in exchange for currency, cryptocurrency or other valuable consideration, and the minting of each NFT acts as a record of the purchase which is provided by Forrest Synergi, and may be used to demonstrate and advertise the planting of trees or other effects of the transaction by holders.
5. Forrest Synergi is not responsible for Cryptocurrency exchanges, management or modification of smart contracts or any other asset, document or transaction which is governed by the blockchain.
6. Any exchange of NFTs conducted on the blockchain are beyond the control of Forrest Synergi and as such all cryptographic exchanges conducted on the platform are final and users accept responsibility for all loss that might arise out of use of a blockchain transfer delayed transfer or failure to transfer, as well as any related costs such as loss of any blockchain network transfer fees.
7. Forrest Synergi reserves the right to vary the terms and conditions agreement at any time by updating the terms and conditions agreement on the website and by continuing to use the website, you agree that you have reviewed the new terms and conditions and consent to any changes which may have been made.
8. Forrest Synergi may restrict, delay or otherwise refuse to provide any or all of it’s services, for any breach of the Website Terms and Conditions.
9. Forrest Synergi reserves the right to take any steps necessary to prevent the improper use of NFTs and digital assets purchased from Forrest Synergi, which includes but is not limited the violations of Forrest Synergi’s Content Standards, Illegal use or uses which may tend to promote or involve the making of false or misleading representations or any other breach of the Forrest Synergi terms and conditions.
10. Users must not modify or make derivative works of NFTs without the express written consent of Forrest Synergi.

Third Party Interaction

10. Where Forrest Synergi provides a platform for exchange or sale of Tradable Assets for cryptocurrency and/or currency, some interactions on Forrest Synergi may be subject to third party Terms and Conditions including Offeror Terms and Conditions.
11. Where Users use any particular third party service, product or arrangement on Forrest Synergi or a related platform, or in connection with Forrest Synergi or a product or service or arrangement provided by Forrest Synergi, users agree to the terms and conditions of that third party party product, service or arrangement in relation to the particular product, service or arrangement to the extent that the relevant terms and conditions are compatible with these terms and conditions. Where such terms are incompatible with these terms and conditions, these terms and conditions apply.

Information and Privacy

12. Forrest Synergi may require you to provide your legal name, identification, address, phone number and email address or other details to deliver our product and comply with our legal obligations.
13. Forrest Synergi may require you to provide the details of a compatible Ethereum wallet for the purposes of providing payment or accepting payment for services.
14. Forrest Synergi may withhold payment or fail to complete a transaction if requested by a law enforcement entity or to comply with a court order.
15. Forrest Synergi may disclose your information to third parties:
    1. In the course of providing you with our services;
    2. In the course of providing or receiving Tradable Assets or payment in connection with your use of Demos;
    3. In the course of allowing third party entities to provide services for or on Demos;
    4. To enable transactions to be processed;
    5. For marketing purposes;
    6. To promote your offerings or work;
    7. As may be required to comply with a law or legal obligation such as a warrant.
16. Forrest Synergi will not be responsible for any breach of our privacy agreement which occurs as the result of any hacking or phishing attack or theft or sabotage including by way of negative public releases or defamation.

17. Users Opt-Out of all regulatory regimes to the extent permitted by law in any relevant jurisdiction.
18. Although Forrest Synergi may offer for sale, or make offers for the purchase of NFTs, users acknowledge that unless expressly stated, an NFT acts as a secondary receipt of the transaction only, and is not intended to act as an investment.

Risk and Indemnification

18. NFT trading carries inherent risks relating to the blockchain technology and digital asset markets more broadly. Forrest Synergi does not warrant or otherwise represent that any NFT sold or transacted carries any particular or inherent value or worth.
19. Forrest Synergi will not be responsible for any loss or expense relating to assets purchased on the site, including a failure or delay in sending or receiving of blockchain requests or transfers or other technical issues.
20. Forrest Synergi will not be responsible from any loss resulting from hacking or phishing attacks against Demos, Users, third parties or the blockchain, Ethereum network or web3 framework.
21. Should you breach the agreement in any way, you agree to indemnify and hold harmless Forrest Synergi from any losses arising from the agreement and breach of the agreement, including but not limited to the cost of any NFT generation, advertising, and staffing costs.
22. Users must not offer for sale any NFT not legally able to be sold by them, pursuant to the laws of the country they reside in and the Laws of Australia and the laws of the state of NSW.
23. Users must not offer or provide for sale to Forrest Synergi under this agreement, any digital asset or artwork without being in possession of all the intellectual property to that artwork.
    
    Although any breach of this term is a breach of the agreement, Forrest Synergi may waive this term in relation to the particular rights not held in respect of any particular digital artwork or collection of artwork by expressing an understanding that those particular rights are not available in the course of accepting an agreement for the acquisition of those asset or assets or any time after the transaction by in writing acknowledging the rights not transferred and accepting the transaction.
24. Any waiver of this term is taken to relate to the smallest group of rights in relation to the smallest bundle of assets or art which may reasonably have been referred to.
25. Users agree that the whole of the agreement governing the purchase, sale, exchange or possession of NFTs by or in relation to Forrest Synergi is contained in this terms and conditions and no representations or other terms are implied or incorporated, except where expressly included by these terms and conditions.

Intellectual Property

25. All intellectual property in any digital asset provided by Forrest Synergi is retained by Forrest Synergi, and provision of an artwork, images or digital assets to help advertise any Limited Offering or artist or particular Tradable Asset outside of Forrest Synergi’s platforms or websites constitutes a limited provisional licence to use the work for the indicated purpose only and which may be withdrawn at any time.
26. All intellectual property in any digital asset, artwork, images or copyrighted material provided by Users to help advertise any Limited Offering or artist or particular Tradable Asset are provided to Forrest Synergi with an unlimited, permanent and exclusive licence to use the material.

PURCHASE

25. Where a purchase is made, Forrest Synergi will plant one or more trees, an provide you with an NFT corresponding to each tree planted. Where expressly stated or as Forrest Synergi chooses to do so, Forrest synergi retains a discresion to provide additional NFTs.
26. You agree not to display, publicly request or make available in an offering, or in connection with an offering by or with Forrest Synergi, any Inappropriate Content without the express written consent of Forrest Synergi. This term applies to both the subject matter and purpose for which the content is provided.
27. Inappropriate Content means content which contains nudity, graphic depictions of violence, death or dead animals or humans, political content, content which is racist or sexist in nature, or references criminal acts including war crimes, genocide, eugenics or calls for violence against any person, organization or any other criminal conduct as well as content which is contrary to the mission and purpose of Forrest Synergi, or which causes damage or harm to the Forrest Synergi brand, or may be reasonably interpreted as having a significant purpose of causing offense.
28. You agree not to use for proportional purposes, any branding or imagery associated with an NFT minted by or otherwise bound by these terms and conditions, unless you are the current holder of that NFT, except as provided for in these terms and conditions

Credit Card / Cash Purchases

29. Where a purchase is made for valuable consideration, not automatically managed by cryptographic exchange, Forrest Synergi may require a wallet to be provided so that any NFTs may be transferred.
30. Where a purchase is made, Users must provide a cryptographic wallet address to allow for the transfer of any NFTs, within the time allocated in the product description, or 30 days, if no time frame to claim is identified.
31. If a User fails to provide a wallet address within the identified time, any rights to any NFT associated with their transaction(s) will be lost.

Content Standards

28. Forrest Synergi reserves the right to remove or reject NFTs or artwork carrying Inappropriate Content from the platform.
29. You agree not to display, publicly request or make available in an offering, or in connection with an offering, on the Forrest Synergi platform, any Inappropriate Content without the express written consent of Demos, which identifies both the subject matter and use for which the consent is provided.
30. Should Forrest Synergi exercise it’s right to remove or reject Inappropriate Content, Forrest Synergi will not be responsible for or provide refunds in respect of the costs of NFT generation or other loss or costs to the holder or Offeror of the Inappropriate content or attached Tradable Assets.

Responsibility and Disclaimers

31. Forrest Synergi makes no guaranty, warranty or promise as to the value of any Tradable Asset and nothing in this document should be taken of an indication of value.
32. Any Tradable Asset offered for purchase is offered without Forrest Synergi accepting any responsibility for any risk relating to the value, expenses, loss, or other matters which may occur as a result of any acquisition, disposal or holding of an offering whether for profit or not.
33. Cryptographic and blockchain payments and exchanges carry risks which are beyond Forrest Synergi’s ability to control, and Forrest Synergi does not carry any responsibility for loss or expenses relating to failure or delay of any particular transfer or group of transfers which is caused by or relates to the conditions of or technologies inherent in any blockchain or cryptographic network.
34. In any purchase, it is the purchaser’s obligation to confirm the validity and correct wallet address and source and destination details of any cryptocurrency or blockchain asset or cryptological asset.
35. Forrest Synergi bears no responsibility for any loss which occurs as the result of a hacking or phishing attack or theft or sabotage including by way of negative public releases or defamation.

Transactions

36. Transactions which involve the purchase or sale of Tradable Assets are conducted by providing a cryptographic transfer in exchange for value.
37. Forrest Synergi makes available for purchase the offering, for the cost identified on the listing at the particular time of the purchase.
38. Any fees or taxes involved with the transfer are paid by the except where otherwise expressly stated and where the purchaser is able to set the amount of fees or price of the Tradable Asset, the Purchaser bears sole responsibility for checking the amounts chosen.
39. Users acknowledge that the amount set for the transaction may affect the speed and likelihood of the transaction occurring without issue, and that relevant values may need to be calculated on the basis of blockchain network market conditions at the time of the transfer.
40. Except where and to the extent otherwise expressly indicated, Forrest Synergi will not hold any Tradable Asset for a particular purchaser which is listed for sale on an offering page and Forrest Synergi does not warrant that any particular Tradable Asset listed for sale will still be available for purchase when a transaction is attempted. 
41. Purchasers accept that all purchases, exchanges and transfers are final and no refunds are offered for any reason, except by the absolute discretion of Forrest Synergi.
42. Where the sale or transfer of NFTs occurs, it is the duty of the seller and platform of sale to provide the relevant agreement which governs the NFT, except to the extent agreed by Forrest Synergi.
43. Sellers agree not to represent that an NFT carries or proscribes any rights other than those expressed in these terms and conditions.

Intellectual Property

44. Unless otherwise stated in a particular offering or limited offering, the Tradable Asset carries with it and provides to the current holder, a licence to display, use, advertise, sell, merchandise and distribute any artwork in the Tradable Asset, subject to Forrest Synergi ’s rights.
45. Unless otherwise stated in a particular offering or limited offering, the Tradable Asset carries with it and provides to the current holder, a right to enforce the copyright and prevent third part use of the artwork connected with the Tradable Asset in respect of any rights provided by Forrest Synergi which are exclusive in nature.
46. All rights relating to a Tradable Asset are received by a party at the time the asset first becomes associated in a cryptocurrency wallet. When a Tradable Asset is transferred, all rights held cease to be held at the time of the effective transfer of the asset out of the cryptographic wallet held by the party.  
47. Except as otherwise stated in the offering or in the terms and Forrest Synergi’s Terms and Conditions, all intellectual property is retained by Forrest Synergi.
48. Where there has been a breach of any term of this agreement, all intellectual property rights in all NFTs held in all wallets by the user committing the breach are revoked; until, unless and except to the extent that Forrest Synergi chooses to provide such rights again.  

SALE

49. Forrest Synergi may, in it’s own right make offers for the purchase of NFTs or other cryptographic assets to Users

DISPUTE RESOLUTION

50. Where any dispute arises, including with respect to the exercise of any rights by Forrest Synergi under these terms and conditions, Users must attempt to resolve the dispute in good faith, amicably by email correspondence with Forrest Synergi.
51. If after Thirty (30) Days, the dispute has not been resolved, a User may serve a ‘Notice of Dispute’ to Forrest Synergi.
52. Upon receiving a ‘Notice of Dispute’ from a User, Forrest Synergi may provide a ‘Final Decision’, identifying any action taken or to be taken to resolve the dispute.
53. Within ten (10) Business Days after:
    1.  a Final Decision being provided by Forrest Synergi; or,
    2. the elapsing of ten (10) Business days after a notice of dispute,

a party may refer the dispute to commercial arbitration for resolution, with the arbitrator being a practising barrister of not less than 10 years’ but not more than 15 years’ experience nominated by the President of the Bar Association of New South Wales. The arbitrator shall conduct the arbitration and deliver his award within ten (10) Business Days of his appointment, with a hearing of one (1) day and the rules of evidence shall not apply. The parties may be represented only by practicing solicitors.

52. If any arbitration award is not made in favour of the user or group of users, the user or group of users shall pay the other parties costs in respect of the arbitration on a solicitor / own client basis. The arbitrator shall tax costs at the conclusion of the arbitration.
53. Users agree to waive any rights to conduct or engage in class actions or representative legal actions, and to opt-out of participation in such actions in jurisdictions, where opt-out regimes exist. Users agree to indemnify and hold harmless Forrest Synergi from any and all loss arising from a failure to opt out of any such class or representative legal actions.
54. Where one or more term creates an effect which violates any applicable law, parties agree that the terms and conditions will continue to operate to the full extent that they are able to act without creating an illegal effect.