These Terms (“Terms”) constitute a legally binding agreement, whether personally or on behalf of an entity (“you” or the “user”) and EX SPORTS PTE. LTD., a company incorporated in Singapore with UEN No. 201904742R and with its registered address at 168 Robinson Road #12 Capital Tower Singapore 068912 (“Company”, “us”, “we” or “our”).
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE APP, THE SMART CONTRACTS, OR THE SITE.
Ex Sports is a distributed App that runs on the Ethereum network, using specially-developed smart contracts (each, a “Smart Contract”) to enable users to buy, trade and sell digital sports collectibles featuring real athletes ("Collectibles") on the Ex Sports website at https://www.ex-sports.io/ ("Site"). Users may also download the Ex Sports software application from platforms (such as Apple App Store and Google Play) as we may determine from time to time for use on your smartphone or other mobile devices ("Software"). The Smart Contracts, the Site and the Software are collectively referred to in these Terms as the “App”. Using the App, users can view their Collectibles and use the Smart Contracts to buy, trade and sell the Collectibles with other App users.
Agreement to Terms
These Terms govern the use of the App, unless we have executed a separate written agreement with you for that purpose by you or your affiliates. By accessing or using the App, you are indicating that you have read these Terms and agree to be bound by it. If you do not agree with any part of these Terms, you may not access or use the App.
These Terms are effective and binding on you on the earlier of the following dates:
the date you accept these Terms by clicking an “I Agree” button or otherwise indicate that you accept these Terms;
the date you (or an affiliate) first access or use the App.
By using the App, if you are accepting the Terms on behalf of a company or other legal entity, you expressly represent and warrant that you are legally entitled to accept and agree to the Terms on behalf of that entity, in which case, "you" will mean that entity. You further represent and warrant that you have the right, authority and capacity to use the App on behalf of the business you represent, and to abide by the Terms.
Amendments and variations
We reserve the right to amend and/or vary the App, the Smart Contracts, the Site and/or the Software and these Terms without prior notice to you. The amended Terms will take effect from the time of posting on the App, and your continued access to or use of the App after the Terms have been updated will constitute your binding acceptance of the updates. You agree to check these Terms periodically for changes. If you do not agree to any revised Terms, you may not access or use the App. We may also impose limits on the App or restrict your access to part or all of the App without notice or liability.
You acknowledge and agree that the form and nature of the App, and any part of it, may change from time to time without prior notice to you, and that we may add new features and change any part of the App at any time without notice.
Transactions that take place on the App are managed and confirmed via the Ethereum blockchain. You understand that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the App.
We neither own nor control the Ethereum network, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the App. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.
Users will be able to purchase tokens called "EX Tokens" from the App on Apple App Store and Google Play and use them in various ways, including purchasing Collectibles or signed merchandising, signing up for in private training sessions, in-stadium experiences or meet-and-greet sessions with athletes, participating in card games developed by the Company, and on certain events and competitions ("Event"), being entitled to receive a percentage of the athlete's prize money in the form of EX Tokens. The EX Tokens are non-refundable, but can be used as a digital currency on the App, and can be transferred to other users.
The Company reserves the right to develop rewards point systems in relation to the Collectibles with a third party software developer, including but not limited to the following:
For each time that an athlete wins at an Event, reward points called "WinZ" are generated for each user who owns the Collectible featuring the winning athlete. Conversely, for each time that an athlete loses at an Event, WinZ points get deducted; and
For each time that an athlete is increasing in popularity at an Event, reward points called "FameZ" are generated for each user who owns the Collectible featuring the athlete with increasing popularity, which will be measured in a manner as determined by the Company at its sole discretion.
The reward points can then be redeemed and converted into EX Tokens. The Company shall, at its sole discretion, determine the conversion rate of the reward points vis-a-vis the EX Tokens, which shall vary from athlete to athlete and depends on the nature of the Event.
The Company further reserves the right to develop a card game with a third party software developer based on the Collectibles, for Users who have purchased the Collectibles and athletes to participate in.
We will not be liable for any damage that you may suffer as a result of your transactions or any other interaction with any third party software developer in connection with the reward point systems and/or the card game.
We have utilized Smart Contracts to develop our digital collectible cards featuring real athletes referred to as “Collectibles”. Our Smart Contracts enforce a hard limit of 1,000 Collectibles (NFTs) per single card type.
The Company has utilized Smart Contracts to develop Collectibles featuring real athletes from a variety of sports. Users can own the Collectibles which are cryptographically unique.
Ownership, License, Restrictions
For the purposes of this Section 6, the following capitalized terms will have the following meanings:
“Image” means any name, face, photograph, picture, depiction, figure, painting, portrait, drawing, sketch, representation, signature, likeness, attributes and/or biographical material that may be associated with a Collectible, Product, Service or the App featuring the athlete.
“Extensions” means third party designs that: (i) are intended for use as extensions or overlays to the Image, (ii) do not modify the underlying Image, and (iii) can be removed at any time without affecting the underlying Image.
“Own” means, with respect to a Collectible, a Collectible that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.
“Purchased Collectible” means a Collectible that you Own.
“Third Party IP” means any third party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
You Own the NFT. Each Collectible is a non-fungible token ("NFT") on the Ethereum blockchain. When you purchase a Collectible, you own the underlying NFT completely. This means that you have the right to trade your NFT, sell it, or give it away. Ownership of the NFT is mediated entirely by the Smart Contract and the Ethereum Network: at no point will we seize, freeze, or otherwise modify the ownership of any Collectible.
The Company owns the App. You acknowledge and agree that the Company (or, as applicable, our licensors) owns all legal right, title and interest in and to all other elements of the App, and all intellectual property rights therein (including, without limitation, all Image, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, Ex Sports trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through or from the App, all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by the Company or at the Company’s direction, any materials, software, technology or tools used or provided by the Company to conduct its business and all other elements of the App (collectively, “Company Materials”)). You acknowledge that the Company Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Company Materials are the copyrighted property of Company or its licensors, and all trademarks, service marks, and trade names associated with the App or otherwise contained in the Company Materials are proprietary to Company or its licensors. Except as expressly set forth herein, your use of the App does not grant you ownership of or any other rights with respect to any content, code, data, or other Company Materials that you may access on or through the App. We reserve all rights in and to the Company Materials that are not expressly granted to you in these Terms. For the sake of clarity, you understand and agree: (a) that your purchase of a Collectible, whether via the App or otherwise, does not give you any rights or licenses in or to the Company Materials (including, without limitation, our copyright in and to the associated Image) other than those expressly contained in these Terms; (b) that you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialize any elements of the Company Materials (including, without limitation, any Image) without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (c) that you will not apply for, register, or otherwise use or attempt to use any Company trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.
License to Image
Subject to your continued compliance with these Terms, Company grants you a worldwide, non-exclusive, non-transferable, non-assignable, royalty-free, personal and limited license to use, copy, and display the Image for your Purchased Collectibles, along with any Extensions that you choose to create or use, solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase, sale, trade, donation, gift, transfer or disposal of your Purchased Collectible, provided that the marketplace cryptographically verifies each Collectible owner’s rights to display the Image for their Purchased Collectible to ensure that only the actual owner can display the Image; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your Purchased Collectible, provided that the website/application cryptographically verifies each Collectible owner’s rights to display the Image for their Purchased Collectible to ensure that only the actual owner can display the Image, and provided that the Image is no longer visible once the owner of the Purchased Collectible leaves the website/application. All rights not expressly granted to you are reserved by the Company and its licensors.
You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without Company’s express prior written consent in each case: (i) modify the Image for your Purchased Collectible in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes (your use of Extensions will not constitute a prohibited modification hereunder); (ii) use the Image for your Purchased Collectible to advertise, market, or sell any third party product or service; (iii) use the Image for your Purchased Collectible in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) use the Image for your Purchased Collectible in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms or solely for your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Image for your Purchased Collectible; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Image for your Purchased Collectible; or (vii) otherwise utilize the Image for your Purchased Collectible for your or any third party’s commercial benefit. To the extent that Image associated with your Purchased Collectible contains Third Party IP (e.g., licensed intellectual property from a celebrity, athlete, or other public figure), you understand and agree as follows: (x) that you will not have the right to use such Third Party IP in any way except as incorporated in the Image, and subject to the license and restrictions contained herein; (y) that, depending on the nature of the license granted from the owner of the Third Party IP, Company may need to pass through additional restrictions on your ability to use the Image; and (z) to the extent that Company informs you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of this license. The restrictions in this Section will survive the expiration or termination of these Terms.
Other Terms of License
The license granted in Section 6.3 above applies only to the extent that you continue to Own the applicable Purchased Collectible. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased Collectible for any reason, the license granted in Section 6.3 will immediately expire with respect to that Collectible without the requirement of notice, and you will have no further rights in or to the Image for that Collectible.
You may choose to submit comments, bug reports, ideas or other feedback about the App, including without limitation about how to improve the App (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, non-exclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.
Copyright Take Down Policy
We respect others' intellectual property and ask that you do too. We will respond to notices of alleged copyright infringement if they comply with the law and are properly provided to us. We reserve the right to delete or disable content alleged to be infringing and to terminate repeat infringers.
Digital Millennium Copyright Act Notice
If you are a copyright owner or an agent thereof and believe that any content on our site infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent, at 168 Robinson Road #12, Capital Tower, Singapore or [email protected] , with the following information in writing for further detail:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to EX Sports' customer service through [email protected] You acknowledge that if you fail to comply with all of the requirements of this, your DMCA notice may not be valid.
DMCA Counter Notice
If you believe that your content that was removed from our site (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your content, you may send a counter-notice containing the following information to the Copyright Agent at the addresses set forth above:
Your physical or electronic signature;
Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal or state courts for Singapore, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, EX Sports may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at the sole discretion of EX Sports. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to EX Sports' customer service through [email protected] You acknowledge that if you fail to comply with all of the requirements of this, your DMCA notice may not be valid.
Fees and Payments
If you elect to purchase, trade, or sell Collectibles on the App, or with or from other users via the App, any financial transactions that you engage in will be conducted solely through the Ethereum network. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the App, or using the Smart Contracts, or any other transactions that you conduct via the Ethereum network.
Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. The Gas Fee funds the network of computers that run the decentralized Ethereum network. This means that you will need to pay a Gas Fee for each transaction that occurs via the App.
In addition to the Gas Fee, each time you utilize the Smart Contract to conduct a transaction with another user via the App, you authorize us to collect a commission of 3.75% of the total value of that transaction (each, a “Commission”). You acknowledge and agree that the Commission will be transferred directly to us through the Ethereum network as part of your payment. We will not collect a Commission for interactions that do not involve our marketplace.
As between us, you will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the App (including, without limitation, any Taxes that may become payable as the result of your ownership, transfer, sale, use of or entitlement under any of your Collectibles). Except for income taxes levied on Company, you: (i) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to these Terms.
Representations and Warranties
By using the App, you expressly represent and warrant that you are legally entitled to accept and agree to the Terms and that you are at least eighteen (18) years old. You further represent and warrant that you have the right, authority and capacity to use the App and to abide by the Terms.
The App is not available to persons under the age of eighteen (18) or such persons that are forbidden for any reason whatsoever to enter into a contractual relationship.
You undertake not to authorize others to use your identity or user status, and you may not assign or otherwise transfer your User account to any other person or entity.
To become a user, you are required to register and set up an account and to provide information about the business you represent. You warrant that all information supplied by you in using the App are true, accurate and up to date. We reserve the right to decline a registration or App for a user account for any reason or for no reason.
By using the App and by registering for a User account, you agree that:
You will only use the App for lawful purposes, and will not engage in, promote, or encourage illegal activity (including, without limitation, money laundering);
You will comply with all applicable laws whether in your home nation or otherwise in the country, state and city in which you are present while using the App ;
You will only use the App for the purpose for which it is intended to be used;
You will not use the App for sending or storing any unlawful material or for fraudulent purposes, or to violate the legal rights (such as rights of privacy and publicity) of others;
You will not trick, defraud or mislead us and other Users or athletes, especially in any attempt to learn sensitive account information such as User or athlete passwords;
You will not engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools;
You will not attempt to impersonate another User, athlete or person or use the username of another User or athlete;
You will not exploit the App for any unauthorized commercial purpose;
You will provide the Company with any proof of identity as it may reasonably request or require;
You will not impair or circumvent the proper operation of the network which the App operates on;
You will not harass, annoy, intimidate, threaten or behave in an inappropriate or disrespectful manner towards the Company or any of its agents or employees engaged in providing any portion of the App to you;
You will not upload, transmit, distribute or disseminate (or attempt to upload, transmit, distribute or disseminate) viruses, Trojan horses, worms, defects, corrupted files, hoaxes, or any other items of a destructive or deceptive nature or other material, including any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content, excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the App or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation or maintenance of the App;
You will not display any content on the App that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;
You will not upload, post, transmit or otherwise make available through the App any content that infringes the intellectual proprietary rights of any party;
You will not modify, adapt, translate, or reverse engineer any portion of the App;
You will not remove any copyright, trademark or other proprietary rights notices contained in or on the App or any part of it;
You will not reformat or frame any portion of the App;
You will not try to harm the App in any way whatsoever;
You will not use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the App or the content posted on the App, or to collect information about its users or athletes for any unauthorized purpose;
You will not access or use the App for the purpose of creating a product or service that is competitive with any of our products or services; and
All information that you have provided to the Company under or in connection with these Terms are true, accurate, current and complete.
If you breach any representation or warranties in this Section, we may, at our sole and absolute discretion, without notice to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account and/or delete your Collectible images and descriptions from the App and the Site. If we delete your Collectible images and descriptions from the App and/or the Site, such deletion will not affect your ownership rights in any NFT that you already Own.
You agree to assume full responsibility and liability for all loss or damage suffered by yourself, the Company, any third party service providers, or any third party as a result of any breach of the Terms. For the avoidance of doubt and without limiting the generality of the provisions in Clause 15 below, we shall not be responsible or liable for any loss or damage suffered by you as a result of any content posted on the App.
You agree not to divulge your account details, including your password, to anyone. We cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password. You are responsible for the security of your account and your electronic wallet. If you become aware of any unauthorized use of your password or of your account, you agree to notify us immediately at [email protected] .
The App may include hyperlinks to other web sites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users and athletes. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.
Suspension and Termination
You may terminate these Terms at any time by canceling your account on the App and discontinuing your access to and use of the App. You will not receive any refunds if you cancel your account, or otherwise terminate these Terms. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the App. You agree that any suspension or termination of your access to the App may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms or suspend or terminate your access to or use of the App due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the App or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE APP IS AT YOUR SOLE RISK, AND THAT THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE APP AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THE SITE, ANY SMART CONTRACT, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE APP WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE APP WILL BE ACCURATE, (III) THE APP OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE APP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE APP WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ETHEREUM NETWORK OR THE METAMASK ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; OR (IV) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE APP, ETHEREUM NETWORK, OR THE METAMASK ELECTRONIC WALLET.
THE COLLECTIBLES ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS.
THE COMPANY IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE ETHEREUM NETWORK OR THE METAMASK ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE ETHEREUM NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
EXCLUSION AND LIMITATION OF LIABILITY
IN NO EVENT SHALL WE OUR SUBSIDIARIES, AFFILIATES, LICENSORS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INJURY, LOSS, CLAIM, DAMAGE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, OR ANY ACTUAL, INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL (INCLUDING LOSS OF PROFITS, LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS OR OTHER SPECIAL DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY OF THE FOLLOWING:
ACCESS OR USE OF THE APP;
DATA, INFORMATION, CONTENT OR MATERIAL CONTAINED IN THE APP;
SUBMISSION OF ANY PERSONAL INFORMATION, OR ANY UNAUTHORISED ALTERATION OR ACCESS TO YOUR PERSONAL INFORMATION, YOUR TRANSMISSION OR DATA, ANY BREACH OF SECURITY INTO THE APP THROUGH THE GLOBAL COMPUTER NETWORK OR ANY TRANSACTIONS ENTERED INTO THROUGH THE APP;
ANY TECHNICAL ERRORS, UNAVAILABILITY OF THE APP TO YOU IN WHOLE OR IN PART OR ANY FAILURE OR DELAY IN ANY WAY CONNECTED WITH THE USE OF THE APP BECAUSE OF THE GLOBAL COMPUTER NETWORK, ANCILLARY EQUIPMENT OR TECHNOLOGY OR ANY OTHER CIRCUMSTANCES.
NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM OUR NEGLIGENCE, FRAUDULENT MISREPRESENTATION, AND MISREPRESENTATION AS TO A FUNDAMENTAL MATTER OR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
IF WE ARE FOUND LIABLE FOR ANY LOSS OR DAMAGE WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY ACCESSING OR USE (OR YOUR INABILITY TO ACCESS OR USE) OF ANY PORTION OF THE APP, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, THEN OUR SOLE LIABILITY TO YOU, WHETHER IN CONTRACT, TORT OR OTHERWISE FOR ANY LOSS OR DAMAGE OF ANY KIND SHALL IN NO EVENT IN THE AGGREGATE EXCEED SGD 100.
YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE APP AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. WE WOULD NOT BE ABLE TO PROVIDE THE APP TO YOU WITHOUT THESE LIMITATIONS.
Assumption of Risk
You accept and acknowledge each of the following:
The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Collectibles, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of Collectibles will not lose money.
You are solely responsible for determining what, if any, taxes apply to your Collectibles-related transactions. The Company is not responsible for determining the taxes that apply to your transactions on the App, the Site, or the Smart Contracts.
The App does not store, send, or receive Collectibles. This is because Collectibles exist only by virtue of the ownership record maintained on the App’s supporting blockchain in the Ethereum network. Any transfer of Collectibles occurs within the supporting blockchain in the Ethereum network, and not on the App.
There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that the Company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum network, however caused.
A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the Collectibles ecosystem, and therefore the potential utility or value of Collectibles.
The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Collectibles ecosystem, and therefore the potential utility or value of Collectibles.
Upgrades by Ethereum to the Ethereum platform, a hard fork in the Ethereum platform, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using the ERC-721 standard, including the Collectibles ecosystem.
By agreeing to the Terms, you agree that you shall defend, indemnify and hold the Company, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs and/or regulatory action) arising out of or in connection with: (a) your use of the App in your dealings with third party merchants, providers, partners, advertisers and/or sponsors, or (b) your violation or breach of any of the Terms or any applicable law or regulation, whether or not referenced herein, or (c) your violation of any rights of any third party arranged via the App, or (d) your use or misuse of the App; save to the extent arising out of the fraud, negligence or willful misconduct of the Company. You agree that the Company will have control of the defense or settlement of any such claims.
Nothing in these Terms is intended to create, nor shall it be construed as creating, any exclusive arrangement between the parties to these Terms. These Terms shall not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under these Terms by doing so, including without limitation, any confidentiality obligations.
No Third Party Rights
No provision herein is otherwise enforceable pursuant to the Contracts (Rights of Third Parties) Act (Cap 53B) by any person who is not a party to these Terms.
If any provision herein is held by the Singapore courts to be illegal or unenforceable, the same shall be deemed to be deleted from these Terms and shall be of no force and effect; whereas the remainder shall continue in full force and effect.
All the terms and provisions of these Terms shall be binding upon and inure to the benefit of the parties to these Terms and to their respective heirs, successors, permitted assigns and legal representatives. The Company shall be permitted to assign these Terms without notice to or consent from you. You shall have no right to assign or otherwise transfer these Terms, or any of its rights or obligations hereunder, to any third party without the Company’s prior written consent, to be given or withheld in the Company’s sole discretion.
No waiver by us of any of these Terms or default of yours under these Terms shall operate or be construed as a waiver by us of any future defaults or provision.
These Terms contains all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.
By downloading the App, you agree that the laws of Singapore, without regard to principles of conflict of laws, will govern our relationship and any dispute of any sort that may arise.
In the event of any dispute or difference arising out of or in connection with or in relation to these Terms, including any question regarding the existence, validity, App or interpretation of these Terms or any of its provisions, both parties shall endeavour to settle the dispute informally by agreement between the parties. Both parties shall always act in good faith and co-operate with each other to resolve any disputes.
If the parties are unable to resolve the dispute within 60 days, the dispute shall be referred to and finally resolved by arbitration in Singapore in the English language, conducted in private in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”) for the time being in force which rules are deemed to be incorporated by reference to this clause. The arbitration shall be conducted before 1 arbitrator. If the parties are unable to agree on an arbitrator, the arbitrator shall be appointed by the President of the SIAC in accordance with the SIAC Rules. Each party shall bear its own costs in connection with the arbitration proceedings.