POWER'D PLATFORM TERMS (ACCESS23 PROGRAM)
Last updated: 6 March 2023
1. Introduction and relevant terms
1.1 Welcome to the Power’d responsive web app, available via desktop and mobile browsers (the Platform).
1.2 This Platform is operated by Power’d Digital Pty Ltd ABN 50 655 840 887) (Power’d, we, us or our) in partnership with Australian Grand Prix Corporation (ABN 86 947 927 465) (AGPC) as part of AGPC's Access23 program (Access 23). Access23 allows fans of the FORMULA 1® ROLEX® AUSTRALIAN GRAND PRIX 2023 (Event), that takes place at Albert Park (as defined in the Australian Grand Prix Act 1994 (Vic)) (Venue), to purchase digital ‘Access23 Tokens’ (Fan Tokens) which provide access to a variety of experiences, privileges and benefits connected to such Fan Tokens as made available by AGPC (Fan Token Benefits) consisting of:
(a) the base token (Base Token); and
(b) experience tokens (including Auction-Only Experience Tokens, as defined in clause 5.1, together, Experience Tokens),
1.3 These platform terms and conditions (Platform Terms) govern customers’ (referred to throughout these Platform Terms as you or your) access to, and use of, the Platform, including for the purchase of (including via Auctions) and/or receipt of gifted Fan Tokens, that give you the right to access the Fan Token Benefits, and your participation in any Auctions.
(a) Event attendance conditions as amended by AGPC from time to time (displayed at Event entrances, viewable at www.grandprix.com.au and available by contacting AGPC) (Attendance Conditions);
(b) Fan Token Benefit-specific rules set out in the description of an Experience or other Fan Token Benefit (Benefit Rules);
(c) the terms and conditions governing any trade promotions (Competition Terms); and/or
(together, the Access Rules).
1.5 The Access Rules set out the relevant information and conditions regarding the:
(a) purchase (including via an Auction) and gifting of Fan Tokens, including pricing, quantity restrictions, and other relevant conditions; and
(b) the Fan Token Benefits, including the exercise, and fulfilment, of your Fan Token Benefits and other relevant conditions.
1.6 The Attendance Conditions govern attendance at the Venue and the Event.
1.7 The Benefit Rules set out specific rules and details in respect of a Fan Token Benefit.
2.1 When you create an Account to purchase or access (including gifted) Fan Tokens on the Platform, you will be required to accept these Platform Terms and the relevant Access Rules by clicking ‘I accept’ (or similar). When you do so, you confirm that you have read, understood, and agree to these Platform Terms and the relevant Access Rules.
2.2 We may amend these Platform Terms at any time. When we make changes to these Platform Terms, we will post the revised Platform Terms on the relevant websites and update the Last Updated date above. Your creation of an Account, purchase of Fan Tokens and/or continued use of the Platform after an update indicates your acceptance of the changes, subject to the remainder of this clause. Any amendments made in accordance with this clause will only apply to Fan Tokens purchased by you after the relevant Last Updated date above and the Platform Terms that were in place at the time you purchased Fan Tokens the past will apply to those Fan Tokens. Any changes to the Access Rules are as set out in the applicable rules and documents.
4.1 To use the Platform and purchase or access (including gifted) Fan Tokens, including accessing Fan Token Benefits via the Platform, you must set up an account (Account). You may be identified within your Account as a ‘Power’d Patron’, which may include your purchase and event history and/or other information about your past interactions with Power’d, which we may use to improve your user experience with our Platform, products and services.
4.2 You must provide your name, mobile number and email address to set up one Account and you can only have one Account per mobile number. Where you have set up an Account with us previously and you attempt to set up a new account using the same details, we may prompt you to login to your existing Account.
4.3 Accounts can be set up, and Fan Tokens purchased, by customers of any age although you acknowledge and agree that Fan Token Benefits may be restricted to over 18s.
4.4 You agree and acknowledge that all information you provide us will be true, accurate, current and complete and you must not create an Account for anyone other than yourself.
4.5 You are solely responsible for maintaining the confidentiality and security of your account and all activities on or through your Account.
4.6 You must notify us immediately of any unauthorised use of your Account. We are not liable for any loss or damage arising in connection with any unauthorised use of your Account.
4.7 You may cancel your Account for any reason by notifying us.
4.8 We may reject an account set up, disable, suspend, or cancel your Account if you fail to comply with your obligations under these Platform Terms or use or if we suspect there is unauthorised use of your Account.
5.2 Only Base Token holders will be able to participate in the Auctions to bid on Auction-Only Experience Tokens.
5.3 Each Auction will be in the form of a reverse auction and will be conducted in accordance with the process set out at clause 5.11.
5.4 The time of the Auctions will set be out in the Benefit Rules for the relevant (each an Auction Period), and the Auctions will be conducted via the Platform.
5.5 Information on the individual Auctions will be published on the Platform ahead of the start of the relevant Auction Period. We will also send an email to all Base Token holders ahead of the Auction Period containing all general Auction-related information, including any pre-bidding period and the applicable Bidding Price intervals for each Auction Period, being the period of time where the Bidding Price is the Starting Price or a Reduced Price (as applicable) before it is reduced in accordance with clause 5.11(c) (each an Interval). The email will be sent to the email address associated with the Base Token holder’s Account.
5.6 The purchase price of an Auction-Only Experience Token is in addition to the cost of any Base Token purchased. Starting, Reduced, and Floor Prices for Auction-Only Experience Tokens are explained at clause 5.8 below.
5.7 Each Auction-Only Experience Token is subject to conditions unique to the associated Experiences as set out in the applicable Benefit Rules. It is your responsibility to review such Benefit Rules prior to placing a Bid to ensure that you can participate in the relevant Experience. To the extent permitted by law, refunds will not be offered where the Successful Bidder is unable to comply with the applicable Benefit Rules.
Starting Price, Reduced Price and Floor Price
5.8 Bidding Price refers to the then current price that an Auction-Only Experience Token is up for auction at, which, as the context requires, is either:
(a) the Starting Price, beingthe starting price set by Power’d;
(b) the Floor Price, beingthe lowest acceptance price set by Power’d; or
(c) a Reduced Price, being a bidding price between the Starting Price and Floor Price that is set during the Auction Period in accordance with the process set out in clause 5.11.
5.9 If you place a Bid on an Auction-Only Experience Token and your Bid is received and successful (Successful Bid), you will, subject to you making payment of the Final Auction Price, own the Auction-Only Experience Token/s and will have access to the associated Experience (Successful Bidder).
5.10 A Bid refers to a bid placed by you to purchase Auction-Only Experience Token(s) under an Auction and refers to either an Auto-Bid or a Live Bid (as the context permits) as set out below. All Bids are subject to the process set out in clause 5.11, including being deemed Successful Bids in the order in which they are placed.
(i) Auto-Bids are Bids on Auction-Only Experience Tokens that you place either:
(A) before the Auction Period, during a period of pre-bidding that we notify Base Token holders of in accordance with clause 5.5.
(B) during the Auction Period where your Bid is less than the then applicable Bidding Price.
(ii) An Auto-Bid must be equal to, or between, the Starting Price and the Floor Price.
(iii) When you place an Auto-Bid, it will be received and deemed a Successful Bid for the relevant Auction when the value of the Auto-Bid matches the value of the then applicable Bidding Price. For example, where your Auto-Bid is equal to the Starting Price, your Auto-Bid will automatically be received and deemed a Successful Bid at the commencement of the Auction Period. However, where your Auto-Bid is less than the Starting Price, your Auto-Bid will not be received or deemed a Successful Bid unless or until the applicable Bidding Price matches with the value of your Auto-Bid.
(b) Live Bids.
(i) Live Bids are Bids on Auction-Only Experience Tokens placed by you during the Auction Period that match the then-current Bidding Price.
(ii) Live Bids are automatically received and deemed a Successful Bid as a Bid for the relevant Auction at the time that such Bids are placed.
5.11 Each Auction will be in the form of a reverse auction and will be conducted as follows.
(a) Bidders will place Bids in accordance with clause 5.8 and 5.10 for the number of Auction-Only Experience Tokens they would like to purchase.
(b) Bids equal to the Starting Price will be received and deemed a Successful Bid in the order they were placed by bidders and until the Auction-Only Experience Token allocation for the Experience in the applicable Auction has been exhausted.
(c) If the Auction-Only Experience Token allocation for the Experience in the applicable Auction has still not been exhausted at the Starting Price by the end of the relevant Interval, then the Bidding Price will be continually reduced at the end of each subsequent Interval, each a Reduced Price. During each Interval, any Bids equal to the then current Reduced Price will be accepted and deemed a Successful Bid in the order they were placed by bidders. This process will continue until:
(i) the allocation of Auction-Only Experience Tokens for the applicable Experience in the applicable Auction has been exhausted; or
(ii) the earlier of when the:
(A) Auction Period ends; or
(B) the Bidding Price reaches the Floor Price.
(d) Each Successful Bidder will pay an amount which is equal to the lowest Successful Bid price in the applicable Auction multiplied by the number of Auction-Only Experience Tokens in their Successful Bid(the Final Auction Price).
(e) On conclusion of the process set out above, the Successful Bidders will be notified via email:
(i) that their Bid was a Successful Bid;
(ii) of the Final Auction Price; and
(iii) of the timing for payment of the Final Auction Price.
5.12 A Bid may be partially successful if an Auto-Bid is made for a higher number of Auction-Only Experience Tokens than there are remaining in the Auction when the Auto-Bid is received and is deemed a Successful Bid, therefore only satisfying part of the Bid (Partial Successful Bid). A bidder who is responsible for a Partial Successful Bid is not obliged to complete the transaction by purchasing the Auction-Only Experience Tokens from the Partial Successful Bid, however, the bidder can complete the transaction if they wish to do so and the Final Auction Price applicable to that bidder will take into account the number of Auction-Only Experience Tokens that were the subject of the Partial Successul Bid.
Your Auction Obligations
5.13 By placing a Bid, you are making a legally binding offer to purchase the corresponding Auction-Only Experience Token/s at the price specified in your Bid. Once a Bid has been accepted and deemed a Successful Bid, it cannot be withdrawn.
5.14 If you make a Successful Bid, you accept that you are obliged to pay the Final Auction Price, subject to clause 5.12 and in accordance with the remainder of this clause 5.
5.15 You must ensure you understand, can and will agree to comply with any Benefit Rules associated with the relevant Experience, including being available at the time(s) the relevant Experience will take place and/or any additional terms and conditions made available to you prior to bidding to the relevant Experience.
5.16 You must not:
(a) place a Bid if you cannot or do not agree to comply with the Benefit Rules;
(b) place a Bid on behalf of another individual or party;
(c) attempt to manipulate the Auction;
(d) use any device, software or routine to interfere with the Platform and/or Auction; or
(e) engage in fraudulent, wrongful and/or unlawful conduct.
Power’d’s Auction Rights
5.17 You acknowledge that Power’d may suspend a Base Token holder’s involvement in any Auction (including during the Auction and/or in respect of future Auction/s) if that holder has, or there are grounds to believe that the holder has:
(a) failed to pay a Final Auction Price by the due date; and/or
(b) engaged in any activity set out in clause 5.16.
5.18 You acknowledge that under no circumstance will Power’d be obliged to waive, or accept a request to waive, a Bid.
Payment of Final Auction Price, Forfeited Bids, and Refunds
5.19 The Auctions will only be conducted in Australian dollars (AUD). Bids and payment of the Final Auction Price will not be accepted in any currency other than AUD, is in addition to the cost of any Base Token purchased and will include GST. Payments are to be made in accordance with clause 8 of these Platform Terms.
5.20 A Successful Bidder must pay the Final Auction Price in AUD by the date stipulated in the notification referred to in clause 5.11(e).
5.21 If the Successful Bidder has not paid the Final Auction Price by the due date, as stipulated in the notification referred to in clause 5.11(e), then the Successful Bid may be forfeited, and, where it is forfeited, the Successful Bidder will not be able to access the relevant Experience from that Bid (Forfeited Bid).
5.22 Any Auction-Only Experience Tokens subject to a Forfeited Bid may be dealt with in AGPC’s discretion, including being made available and allocated to the bidder with the next closest bid and/or being made available for purchase to other customers outside of an Auction like the other Experience Tokens, at a price determined by AGPC in its sole discretion (which may be lower than the Final Auction Price).
5.24 Power’d cannot guarantee, and Power’d and AGPC are not liable, if any Bid fails to be accepted as a result of a technical error on the Platform.
6.1 Your purchase of and/or receipt of gifted Fan Tokens is also governed by, and subject to, the Access Rules.
6.2 You acknowledge and agree that the Fan Token Benefits will:
(a) be fulfilled by; and
(b) contain links to content, platforms and websites operated by,
AGPC and/or their third party representatives.
6.3 As such, the validity and use of your Fan Tokens and the Fan Token Benefits may be subject to further terms and conditions imposed by AGPC (in addition to any Access Rules) and/or such third parties, and you must follow any further directions from AGPC and/or third parties, including that to access the Fan Token Benefits you will require a mobile device that has an internet connection either via mobile data or Wi-Fi.
6.4 Your interaction with AGPC and their third party representatives is at your own risk, and you agree that, to the extent permitted by law, we have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of AGPC and/or any such third parties for any loss or damage howsoever arising.
7. Prices and GST
7.1 Unless expressly stated otherwise, prices on the Platform and/or in the Access Rules are:
(a) in Australian Dollars;
(b) inclusive of any applicable taxes, including GST; and
(c) are subject to change without notice in our sole discretion.
8.1 All payments on the Platform must be by one of the payment options set out at the checkout page of the Platform.
8.3 We reserve the right to impose transaction fees on top of the prices expressed on the Platform for all payments processed on the Platform, including credit card processing fees applicable as follows: Mastercard 0.88%, VISA 0.44%, AMEX 1.9%, JCB 1.1%, DINER'S 1.1%. These will be made clear to you during the checkout process.
8.4 For Fan Tokens, once your payment has been successfully processed, you will be provided with a web link to your digital credentials that will display your Fan Tokens, the associated Fan Token Benefits, and details around how to access and experience the Fan Token Benefits, subject to clauses 1.5 and 5 of these Platform Terms, and the Access Rules.
8.5 It is your responsibility to ensure that:
(a) your payment details are always valid and up to date;
(b) sufficient funds are available for your purchase; and
(c) the billing address and other necessary information you have provided are always valid and up to date.
8.6 All online transactions performed on the Platform are conducted through third party secured payment gateways. As such:
(a) all payment information is collected and stored by the third-party operators of the secured payment gateways, to be processed as required; and
(b) we never permanently store complete debit/credit card details and complete debit/credit card details cannot be viewed by us or any outside party.
9. Changes, cancellations, replacements and refunds
10. Acceptable use
10.1 You must only use the Platform for lawful purposes and in a way which does not infringe the rights of any third party or restrict or inhibit anyone’s use of the Platform.
10.2 When you use the Platform, you must not:
(a) copy, modify, or create derivative works based on the content available through the Platform;
(b) infringe the intellectual property rights, privacy or confidentiality of any third party;
(c) introduce any computer code or routine that is harmful, destructive, disabling or which assists in or enables theft, alteration, denial of service, unauthorised use, disclosure or destruction or corruption of data, including viruses, worms, spyware, adware, key loggers, Trojans or any types of programmed threats that may be harmful, or other elements of software used to prevent unauthorised access and use (Harmful Code);
(d) post or transmit any unauthorised material, including material that is (in our opinion) offensive, inflammatory, defamatory, racist, obscene or threatening.
11. The Platform
11.1 The information on the Platform is intended to provide a summary of the subject matter covered. To the extent permitted by law we are under no obligation to review, update or make changes to any of the information or materials on the Platform at any time.
11.2 To the extent permitted by law, you agree that you use and access the Platform and the Platform Content at your own risk.
11.3 We may at any time and without notice, modify, suspend or terminate the operation of, or access to the Platform, or any part of, for any reason, to interrupt the operation of the Platform, or any part of, as necessary to perform maintenance, error correction or other changes.
12.1 You acknowledge that the Platform is built on blockchain, and that the internet is an unsecure public network. There are risks associated with using Internet and blockchain based products, including, but not limited to, the risk associated with hardware, software, and Internet connections, the risk of Harmful Code, and the risk that third parties may obtain unauthorised access to your Account. By accessing and using the Platform, you assume all risks of such use. You acknowledge and agree that we will not be responsible or liable to you for any communication failures, disruptions, errors, distortions or delays you may experience when using the Platform, however caused.
12.2 To the extent permitted by law, we do not guarantee that there will not be, or accept any liability for, any Harmful Code on the Platform or a breach of security by a third party or any interference with or damage to your computer system, software or data occurring in connection with or relating to the Platform.
13. Third Party Sites and Content
13.1 The Platform may contain links to websites operated by third parties and/or content provided by third parties, including AGPC and/or their third party representatives (Third Party Sites and Content). Unless expressly stated otherwise, we do not endorse, have no control over, and are not responsible for any such Third Party Sites and Content.
13.2 You agree we are not liable for any loss or damage howsoever arising that may be suffered or incurred by you by accessing, visiting or using such Third Party Sites and Content.
13.3 Your interaction with and use of any Third Party Sites and Content is at your own risk and you agree we have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such third party for any loss or damage howsoever arising.
13.4 We are not responsible for monitoring, approving, updating or reviewing any Third Party Sites and Content. We do not guarantee, endorse, approve or adopt the accuracy or completeness of any Third Party Sites and Content and we do not warrant or represent that your use of the same will not infringe the rights of third parties.
14. Intellectual property rights
14.1 We own, or are the licensee of, the intellectual property rights in the content available on the platform, the Fan Tokens and/or the Fan Token Benefits, including text, graphics, photographs, logos, icons, sound recordings and software (including source and object code) (Platform Content). These Platform Terms do not transfer any intellectual property rights from us to you or any third parties.
14.2 You must not (without our consent):
(a) adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of the Platform Content or other material downloaded from the platform; or
(b) use our, or AGPC’s name, logo, graphics, and logos, including those which appear on the platform and/or any of the Platform Content.
15.1 These Platform Terms do not limit or exclude any non-excludable rights you might have under any applicable law, including under the Australian Consumer Law.
15.2 We do not provide warranties of any kind in relation to the Platform, the Fan Tokens, the Fan Token Benefits or similar. To the fullest extent permitted by law, and except where otherwise set out in these Platform Terms:
(a) we expressly disclaim all warranties, express or implied, of any kind with respect to the Platform (including any Auctions), the Fan Tokens, the Fan Token Benefits or similar, including without limitation that the Platform (including any Auctions) and/or relevant Fan Token Benefits will be uninterrupted or error-free and/or other warranties (express or implied) of merchantability, fitness for use and/or a particular purpose, guarantee of a particular result or outcome, title, and non-infringement and
(b) we, and our directors, officers, employees and representatives will not be liable to you for any losses and damages, including special, direct, indirect, incidental, consequential or punitive losses and damages (including for loss of profits, goodwill, use, data and/or other intangible losses) related to the Platform (including any Auctions), the Fan Tokens, the Fan Token Benefits or similar, including that Power’d is not liable if any bid placed in an Auction fails to be accepted as a result of a technical error on the Platform.
15.3 Your interaction with AGPC is at your own risk, and you agree that, to the extent permitted by law, we have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of AGPC for any loss or damage howsoever arising.
16.1 Nothing in these Platform Terms will be taken as giving rise to a relationship of employment, agency, partnership or joint venture.
16.2 These Platform Terms contain the entire understanding between you and us concerning the subject matter of the agreement and supersedes all prior communications, excluding the AGPC Access Rules.
16.3 Any failure by us at any time to enforce these Platform Terms or any rights will not be a waiver of such rights or affect the validity of these Platform Terms.
16.4 If any provision of these Platform Terms is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from these Platform Terms and the remaining terms and conditions will be unaffected.
16.5 These Platform Terms are governed by and construed in accordance with the laws of New South Wales, Australia and the courts of New South Wales will have exclusive jurisdiction over any dispute arising out of these Platform Terms.