The Mark Pesce Token: A Smart Contract
A WORK IN PROGRESS
As this is (possibly) the first Professional Attention Token, this contract is a work in progress. It will progress from “plain English” into something that looks like more formal, legal language, and finally will be embedded in a “smart contract” that will live inside every Mark Pesce token.
The process from plain English to smart contract-bearing token will take some time to develop, test, and deploy. This page represents the first version of what will eventually become the ‘code’ inside the token’s smart contract. For the time being this page comprises the entire terms of the agreement for the Mark Pesce Token.
The Mark Pesce Token is a contract between the purchaser of the token and myself.
If this were a normal business contract, we’d negotiate each of the terms of the contract under the broad auspices of business law.
A token sale works differently – the product is the terms of agreement issued in exchange for the purchase of the token. The terms are fixed and not negotiable although if I update the terms you are able to swap your token for the new version. It’s a consumer contract, like buying a product at a department store, or online, or buying provision of services.
Consumer contracts are covered by the broad protections of consumer law. In the case of the Mark Pesce Token, that’s the Australian Consumer Law, for Australia and for New South Wales http://consumerlaw.gov.au/consumers-and-the-acl/ .
Governed by those statutory protections are the “terms and conditions” – usually those endless pages of legalese that we invariably click through when we’re using an app for the first time.
Rather than giving you all that legalese, this page lays out in “plain English” the terms of the contract for the Mark Pesce Token.
This contract is between Mark Pesce (also referred to in this agreement as me or I) ABN 76 659 920 488 and You, the purchaser of a Mark Pesce Token, (also referred to in this agreement as the token holder).
Your provide me with your contact details for purposes of any communications pursuant to this agreement in the process of making your acquisition of this Mark Pesce Token.
My contact details for purposes of any communications pursuant to this agreement are: email@example.com
WHEN DOES THIS AGREEMENT COME INTO EFFECT?
This agreement comes into effect immediately your payment is made for a Mark Pesce Token.
ENTITLEMENT OF TOKEN HOLDER:
Each Mark Pesce Token entitles You to fifteen minutes of my Professional Services and to the rights and obligations contained in this agreement. The amount payable per fifteen minutes is indicated on the Home Page of this site and currently is $125 (ex GST) for overseas parties and $132.50 (inclusive of GST) for Australian parties required to pay GST.
This amount may vary at a future date for future purchasers.
WHAT IS MEANT BY “PROFESSIONAL SERVICES”
The Professional Services you are entitled to from me comprise:
- Advising you on your business or startup;
- Providing feedback on a pitch of your product/business model/startup;
- Sharing my expertise;
- Review of a proposal, presentation, plan;
- Strategic thinking and planning;
- Writing and/or reviewing materials for publication;
- Discussions about potential business partners, customers or collaborators;
- Other matters of a similar nature, agreed upon with me in writing.
These Professional Services do not include:
- Delivering a talk, presentation, lecture or workshop; (for this, please contact my lecture agent, Zoë Vaughan)
- Developing new and unique intellectual property;
- Open-ended consulting;
- Endorsements or use of my likeness;
- Other matters of a similar nature.
Services not included under the Mark Pesce Token can be negotiated via a standard business contract.
Professional Services will be delivered during standard business hours – weekdays, 8 am to 5 pm, Sydney time (GMT +10/+11), unless otherwise mutually agreed to in writing by both parties.
Your payment is deposited directly with a third party licensed escrow holder for up to twelve months of the date of purchase. In that twelve month period you are entitled to redeem all or some of your tokens or have all or some of your tokens cancelled and those monies refunded (less any administrative fees deducted by the escrow holder). At the expiration of the twelve month escrow period the balance of all monies will be transferred out of escrow to me and be available for redemption by you for sixty (60) months after purchase.
Mark Pesce Tokens can be redeemed at any point within sixty (60) months after purchase.
A token is redeemed when the token holder and I agree in writing as to what Professional Services I will provide and when my Professional Services are to be performed. Professional Services will not be scheduled for any time later than 60 months after purchase.
Multiple tokens can be redeemed at once. For example, sixteen tokens could be redeemed for four hours of my Professional Services.
A token holder can propose a time for my Professional Services to be performed, but I reserve the right to manage my schedule. If a given time does not work within my schedule, I will counter-offer with an available time. The token holder is under no obligation to accept my counter-offer, and can make their own proposal and counter proposal until a mutually convenent time is agreed
The funds for a token that is redeemed during the escrow period, are released from escrow to me.
A scheduled delivery of services can be cancelled by the token holder for any reason up to 48 hours before delivery of my Professional Services. As the Token(s) have or has already been redeemed, the token holder loses their rights to a refund, but may re-schedule the delivery of Professional Services at a time mutually convenient to both parties.
As I will have set aside the time in my schedule to provide my Professional Services at the agreed time or times where you cancel within 48 hours I am unable to reasonably fulfil that allotted time with alternate Professional Services and I therefore reserve the right to treat a cancellation within 48 hours of scheduled delivery as compensation of a lost successful delivery and be under no obligation to provide those Professional Services at a later date.
A token purchase can be cancelled by written notice to me for any reason within the first twelve months after purchase.
A full refund, less any processing fees, will be made to the token holder.
After twelve months, a token sale can not be cancelled, nor will any refunds be given. However, that token remains valid for a total of 60 months, so continues to have value.
TERM OF CONTRACT
Mark Pesce Tokens expire after 60 (sixty) months. The term of this contract commences on the date of purchase of a Mark Pesce Token and ends on the earlier of the date my Professional Services have been delivered or upon prior cancellation by you or expiration of 60 sixty months.
RULES ABOUT TOKENS
Rule 1. A Token may not be exchanged (wholly or partly) for cash.
Rule 2. Tokens are redeemable singly or in multiples and any unused balance cannot be redeemed for cash.
Rule 3. If the Professional Services required exceed the amount of available tokens, the token holder will be required to pay for the difference in price between the value of the token and the price of the Professional Services.
Rule 4. Should I suspect any fraud relating to the acquisition or use of a token I reserve the right to refuse to redeem the token until I am satisfied that no fraud has occurred.
Australian buyers will be charged GST and will be required to purchase GST inclusive tokens. Overseas buyers can acquire the GST free tokens. If for any reason a buyer acquires a GST free token but in fact GST does apply then I will have to deduct GST. Alternatively if GST is paid and in fact does not apply I will credit that amount to your purchase and may have to allow a fraction of a time unit accordingly.
A tax receipt will be issued at the time of and in respect to the amount of tokens redeemed, not at the time of purchase. In the meantime your token is proof of its purchase.
WITH AN “EVOLUTION CLAUSE”
The first version of the Mark Pesce Token smart contract is likely to be revised from time to time. When a new token is issued, token holders will have the right to either retain their existing token or exchange their token for a new token – with the revised smart contract. When you exchange your token you will not be subject to penalty through any subsequent price rise of subsequent tokens and your original value per 15 minutes will apply.
The Mark Pesce Token will evolve and refine; this ‘evolution clause’ guarantees all token holders will be able to share in those improvements.
Sales of tokens and services delivered by Mark Pesce are governed by the applicable law in the state of New South Wales, Australia.