Terms and Conditions

1. Agreement to Terms

These Terms and Conditions (Terms) constitute a legally binding agreement between you (you or your) and Family Labs Pty Ltd (ACN 688 034 988) (Family Labs, we, us, or our), governing your access to and use of the Universal Goods Protocol and associated platform services, including the enterprise dashboard, consumer application, and the Universal Goods website (collectively, the Services).

By accessing or using our Services, you agree to be bound by these Terms, our Privacy Policy, and any additional terms applicable to specific features of the Services. If you do not agree to these Terms, you must not access or use the Services.

If you are using the Services on behalf of an organisation, you represent and warrant that you have authority to bind that organisation to these Terms, and references to "you" include that organisation.

2. Definitions

Digital Product Passport (DPP) means a verifiable digital record of a physical product, created on a public network through the Services, containing product identity, provenance, and compliance data.

Platform means the Family Labs enterprise dashboard, consumer application, APIs, and associated software tools provided as part of the Services.

Account means the profile you create to access and use the Services.

Content means any data, text, images, files, or other materials you upload, submit, or transmit through the Services.

Protocol means the Universal Goods Protocol --- the open set of standards, smart contracts, and data schemas that underpin DPP creation, management, and interoperability.

3. Eligibility

To use the Services, you must:

• Be at least 18 years of age (or the age of legal majority in your jurisdiction).

• Have the legal capacity to enter into a binding agreement.

• Not be prohibited from using the Services under any applicable law or regulation.

• Provide accurate, current, and complete information during registration and maintain the accuracy of that information.

If you are an enterprise user, you must additionally have completed any required identity verification (KYC/KYB) processes before accessing certain features of the Services.

4. Account Registration and Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

• Create only one account per individual or organisation (unless otherwise authorised by us).

• Notify us immediately of any unauthorised access to or use of your account.

• Not share, transfer, or assign your account credentials to any third party.

We reserve the right to suspend or terminate your account if we reasonably believe it has been compromised or is being used in violation of these Terms.

You are solely responsible for all transactions authorised through your account. Family Labs does not sign, submit, or relay transactions on your behalf. All transactions are initiated and authorised by you directly.

5. Description of Services

5.1 Platform Services

Family Labs provides a software-as-a-service platform that enables brands and enterprises to create, manage, and distribute EU-compliant Digital Product Passports for their physical products. The Platform includes tools for product data management, DPP creation, lifecycle tracking, ownership transfer, and supply chain visibility.

5.2 Consumer Services

The consumer application allows individuals to claim, view, verify, and transfer Digital Product Passports associated with physical products they own. Consumers can access product information, verify authenticity, and participate in secondary market activity where enabled by the original brand.

5.3 Settlement Services

The Platform facilitates B2B settlement between enterprise clients and their supply chain partners through integrated stablecoin payment infrastructure. Settlement is processed via smart contracts and third-party payment providers. Family Labs does not hold, custody, or control funds at any point during the settlement process.

5.4 Nature of Service

Family Labs is a business-to-business software integrator. We provide tools and infrastructure for creating and managing Digital Product Passports. We do not provide financial services, investment advice, or custody services. We are not a broker, dealer, exchange, or financial intermediary.

6. User Obligations

When using the Services, you agree to:

• Comply with all applicable laws, regulations, and industry standards, including EU ESPR requirements where applicable.

• Provide accurate, truthful, and complete product data when creating Digital Product Passports.

• Not use the Services for any unlawful, fraudulent, or deceptive purpose.

• Not attempt to gain unauthorised access to any part of the Services, other users' accounts, or any systems or networks connected to the Services.

• Not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services, except to the extent permitted by applicable law.

• Not use the Services to create, distribute, or facilitate the distribution of misleading, counterfeit, or fraudulent product information.

• Not use automated systems, bots, or scripts to access the Services without our prior written consent.

• Not interfere with or disrupt the integrity or performance of the Services.

7. Intellectual Property

7.1 Our intellectual property

All intellectual property rights in and to the Services, including the Platform software, APIs, documentation, user interfaces, trademarks, and brand elements, are owned by Family Labs or our licensors. Nothing in these Terms grants you any right, title, or interest in our intellectual property except as expressly stated.

7.2 Your content

You retain ownership of the Content you submit through the Services. By submitting Content, you grant Family Labs a non-exclusive, worldwide, royalty-free licence to use, process, store, and display that Content solely as necessary to provide and improve the Services.

You represent and warrant that you have all rights necessary to submit your Content and that your Content does not infringe the intellectual property rights or other rights of any third party.

7.3 Digital Product Passports

DPPs are created using the open Universal Goods Protocol. Once a DPP is created on a public network, it exists as an independent digital record. Family Labs does not claim ownership of DPPs created by users. The data contained within a DPP is subject to the data rights and licensing terms agreed between the brand and its supply chain participants.

7.4 Open protocol

The Universal Goods Protocol is open infrastructure. The protocol standards, data schemas, and smart contract interfaces are published under open-source licences as specified in the applicable protocol documentation. These Terms do not restrict your use of the open protocol itself, only your use of the Family Labs Platform and proprietary Services built on top of it.

8. Fees and Payment

8.1 Service fees

Access to certain features of the Services requires payment of fees as set out in your service agreement or order form. Fees may include onboarding fees, per-unit DPP creation fees, and recurring subscription fees. All fees are quoted exclusive of applicable taxes unless otherwise stated.

8.2 Payment terms

Fees are due and payable in accordance with the payment terms specified in your service agreement. Late payments may accrue interest at the rate specified in your agreement or, where no rate is specified, at 2% per annum above the Reserve Bank of Australia cash rate.

8.3 Fee changes

We may adjust our fees from time to time. We will provide at least 30 days' written notice of any fee increase. If you do not agree to the revised fees, you may terminate your subscription in accordance with Section 14.

8.4 Marketplace fees

Where secondary market transactions occur through or are facilitated by the Services, marketplace transaction fees are paid by the buyer at the point of transaction via smart contract. These fees are separate from SaaS subscription fees. The applicable fee rates are set out in the relevant marketplace terms or your service agreement.

9. Data and Privacy

Your use of the Services is also governed by our Privacy Policy, which describes how we collect, use, and protect your personal information. By using the Services, you consent to the data practices described in the Privacy Policy.

For enterprise clients, a separate Data Processing Agreement (DPA) may apply to the processing of personal data on your behalf. Where a DPA is in effect, it takes precedence over these Terms to the extent of any conflict regarding data processing matters.

10. Public Network Acknowledgements

By using the Services to create, transfer, or interact with Digital Product Passports, you acknowledge and agree that:

• DPPs are recorded on a public network. Once published, DPP data cannot be modified, deleted, or reversed by Family Labs or any other party.

• Transactions on public networks are final and irreversible. Family Labs cannot undo, reverse, or cancel a confirmed transaction.

• You are solely responsible for authorising all transactions from your account. Family Labs does not initiate, sign, or submit transactions on your behalf.

• Public networks may experience congestion, downtime, or other disruptions beyond our control. We are not liable for delays or failures caused by public network conditions.

• The value of digital assets, if any, may fluctuate. Family Labs makes no representations regarding the financial value of any DPP or digital asset.

11. Third-Party Services

The Services integrate with and rely upon third-party providers, including identity verification services, payment processors, and network infrastructure providers. Your use of these third-party services may be subject to their own terms and conditions. Family Labs is not responsible for the acts or omissions of third-party service providers, except to the extent required by applicable law.

12. Disclaimers

To the maximum extent permitted by applicable law:

(a) The Services are provided on an "as is" and "as available" basis. We make no representations or warranties of any kind, express or implied, regarding the Services, including warranties of merchantability, fitness for a particular purpose, non-infringement, or that the Services will be uninterrupted, error-free, or secure.

(b) Regulatory compliance is your responsibility. While the Services are designed to assist with EU ESPR compliance, Family Labs does not guarantee that the use of our Services will satisfy all applicable regulatory requirements. You are responsible for ensuring that your use of DPPs and the data contained within them meets the requirements of applicable laws and regulations, including any ESPR delegated acts relevant to your product categories.

(c) No financial advice. Nothing in the Services constitutes financial, investment, legal, or tax advice. You should consult qualified professionals regarding any financial or legal decisions.

(d) No warranty on public network operations. We do not control and cannot guarantee the operation, security, or availability of any public network on which DPPs are recorded.

13. Limitation of Liability

To the maximum extent permitted by applicable law:

• Family Labs' total aggregate liability arising out of or in connection with these Terms or your use of the Services shall not exceed the greater of: (a) the total fees paid by you to Family Labs in the 12 months preceding the claim; or (b) AUD $1,000.

• In no event shall Family Labs be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, business, or goodwill, regardless of the cause of action or the theory of liability.

• Family Labs shall not be liable for any loss arising from: (i) your failure to secure your account credentials; (ii) your authorisation of a transaction; (iii) any act or omission of a third-party service provider; (iv) disruption, congestion, or failure of any public network; or (v) any force majeure event.

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law, including the Australian Consumer Law.

14. Term and Termination

14.1 Term

These Terms remain in effect from the date you first access or use the Services until terminated in accordance with this Section.

14.2 Termination by you

You may terminate your account at any time by contacting us at support@familylabs.xyz. Enterprise clients must follow the termination provisions in their service agreement.

14.3 Termination by us

We may suspend or terminate your access to the Services immediately, without prior notice, if:

• You breach any material provision of these Terms.

• We are required to do so by law, regulation, or court order.

• We reasonably believe your account has been compromised or is being used fraudulently.

• You fail to pay any fees when due (after reasonable notice).

We may also discontinue or modify any part of the Services at any time with reasonable notice.

14.4 Effect of termination

Upon termination:

• Your right to access and use the Services will cease immediately.

• We may delete your account data after a reasonable retention period, subject to our data retention obligations under applicable law.

• DPPs that have been created and recorded on a public network will continue to exist independently of your account. Family Labs cannot delete or modify DPPs on a public network.

• Any fees owed to us at the time of termination remain due and payable.

• Sections 7 (Intellectual Property), 10 (Public Network Acknowledgements), 12 (Disclaimers), 13 (Limitation of Liability), 15 (Indemnification), and 17 (Governing Law) survive termination.

15. Indemnification

You agree to indemnify, defend, and hold harmless Family Labs and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Services or any Content you submit.

• Your breach of these Terms or any applicable law.

• Your infringement of any third-party intellectual property or other rights.

• Any inaccurate, misleading, or fraudulent product data you submit for DPP creation.

16. Dispute Resolution

In the event of any dispute arising out of or in connection with these Terms, the parties agree to first attempt to resolve the dispute through good faith negotiation for a period of 30 days.

If the dispute cannot be resolved through negotiation, either party may submit the dispute to mediation administered by the Australian Disputes Centre (ADC) in accordance with the ADC Mediation Guidelines.

If mediation is unsuccessful, either party may commence court proceedings in accordance with Section 17.

17. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the State of Victoria, Australia, without regard to its conflict of law principles.

Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia, and any courts of appeal therefrom, for the resolution of any dispute arising under or in connection with these Terms.

Notwithstanding the above, nothing in this Section prevents either party from seeking urgent injunctive or equitable relief in any court of competent jurisdiction.

18. General Provisions

18.1 Entire agreement

These Terms, together with our Privacy Policy and any applicable service agreement or order form, constitute the entire agreement between you and Family Labs regarding the Services and supersede all prior agreements and understandings.

18.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

18.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

18.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

18.5 Force majeure

Family Labs shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including natural disasters, war, terrorism, pandemic, public network failures, government actions, or third-party service provider failures.

18.6 Notices

All notices under these Terms must be in writing. We may provide notices to you via email to the address associated with your account or through the Platform. You may provide notices to us at support@familylabs.xyz.

18.7 No third-party beneficiaries

These Terms do not confer any rights or remedies upon any person or entity other than the parties.

19. Contact Us

For questions about these Terms, contact us at:

Family Labs Pty Ltd

470 St Kilda Rd, Melbourne VIC 3004, Australia

Email: support@familylabs.xyz

ACN: 688 034 988