Last updated: December 19, 2023
1. ACCEPTANCE OF TERMS
The Marketplace and the Vault may be updated from time to time, in order to, among others, improve system security, stability, interoperability, enhance usability, etc., which may result in changing system requirements. You consent to these updates, although you understand that OL does not undertake to make any such updates in the future, which may be provided at OL’s sole discretion.
You hereby represent and warrant that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms. OL operates a global platform and by accessing the Services, you are representing and warranting that you are 13 years old or older.
If you are aged between 13 and 18 years old you will only have access to the Vault and will not have access to the Marketplace or the Premium Currency Marketplace (i.e., no access to purchases, sales, rentals or withdrawals of NFTs o Premium Currencies nor top-up of Marketplace Credits).
Access to certain Games (as this term is defined below) may require a higher age. When accessing such Games you represent and warrant that you comply with the applicable age requirements.
4. ACCOUNT ACCESS AND SECURITY
4.3 You authorize OL to make inquiries, whether directly or through third parties, that are considered necessary to verify your identity or protect you and/or OL against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When OL carries out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime or other law enforcement agencies and that these agencies may respond to our inquiries in full. This is an identity check only and should have no adverse effect on your credit rating. Additionally, OL may require you to wait some amount of time after completion of a transaction, before permitting you to use further features and/or before permitting you to engage in transactions beyond certain volume, currency or financial limits, all as established by OL in its sole discretion.
4.4 Restricted Persons.
OL, in its sole discretion, will determine which persons or entities with whom it will establish or maintain relationships, or may use or access the Services such as the Marketplace and Vault. OL will not establish or maintain relationships, or accept funds from, or on behalf of, any person or entity if they:
● Cannot be identified in accordance with OL’s KYC standards and AML program;
● Are unresponsive to information requested by OL;
● Provide misleading or inaccurate information to OL;
● Are known sanctioned individuals or entities;
● Are identified as a known criminal and/or criminal associates; and● Are from the following jurisdictions:
Afghanistan ● Central African Republic ● Democratic Republic of the Congo ● Cuba ● Guinea-Bissau ● Islamic Republic of Iran ● Iraq ● Democratic People's Republic of Korea ● Libya ● Mali ● Russia ● Somalia ● South Sudan ● Sudan ● Syrian Arab Republic ● Ukraine ● Bolivarian Republic of Venezuela ● Yemen ● Belarus ● Myanmar
Entities incorporated, or individuals residing in, any of the following states: Alaska, Hawaii, Minnesota or New York will not have access to USDC, or be able to carry out USDC transfers. You agree that you will not use IP proxying or other methods to disguise the place of your residence, whether to circumvent geographical restrictions on game content, to purchase at pricing not applicable to your geography, or for any other purpose. If you do this, OL may terminate your access to your Marketplace Account.
4.5 Restricted Activities
Individuals related with the following activities shall not be able to open Marketplace Accounts, and the Marketplace Accounts cannot be used in connection with the following activities:
● Illegal weapons of any kind in the applicable jurisdiction, including but not limited to certain firearms, ammunition, knives, explosives, or related accessories ● Controlled substances, including but not limited to narcotics, prescription drugs, steroids, or related paraphernalia or accessories ● Prostitution ● Gambling activities including but not limited to sports betting, casino games, horse racing, dog racing, lotteries, games of chance, sweepstakes, games of skill that may be classified as gambling (i.e. poker), or other activities that facilitate any of the foregoing ● Money-laundering or terrorist financing ● Any sort of Ponzi scheme, pyramid scheme, or multi-level marketing program ● Goods or services that infringe or violate any copyright, trademark, or proprietary rights under the laws of any jurisdiction ● Debt settlement, refinance, or credit repair services ● Court-ordered tax payments, or tax settlements ● Lottery contracts, layaway systems, or annuities ● Counterfeit goods, including but not limited to fake or “novelty” IDs ● Wash trading, front-running, insider trading, market manipulation or other forms of market-based fraud or deceit ● Purchasing goods of any type from Tor hidden service markets or “Darknet” markets, or any other service or website that acts as a marketplace for illegal goods (even though such marketplace might also sell legal goods) ● Transactions involving sanctioned parties, countries or coins; ● Any other activity that is against applicable laws and regulations of countries in which OL operates.
If you are an entity: • Full legal entity name • Doing business as (“DBA”) name (if different) • State and country of formation • Date of formation • Tax ID / registration number • Number of employees • Link to business website • Nature of business • Physical business address • Information about the authorized representative such as: (i) passport for personal information; and (ii) any document that evidence the incumbency of the representative • Information about each ultimate beneficial owner that directly or indirectly owns at least 20% of the entity such as: (i) passport; (ii) proof of address; and (iii) source of wealth declaration. Open Loot will also collect information related to the title of the beneficial owner's identity and his/her percentage of ownership if it is above 20 % • Personal information about all directors and at least a member of Senior Management (e.g., Chief Executive Officer, Chief Operating Officer) of the company (such as Full Name, ID/Passport No., date of birth, address and information related to titles of director).
Additional requirements may apply as per KYC requirements and the type of entity.
KYC/Customer Due Diligence will be mandatory in the following cases:
● Customer is an individual or entity whose account is “open loop”, i.e., the wallet can hold USD Coin (“USDC”) and have on-chain access.
● Customer is an individual or entity whose account is “closed loop”, and has reached either of the following thresholds:
- If within any twenty-four (24) hour period, the total amount stored in your Marketplace Account exceeds US$2,000 or its equivalent in your local currency.
- Before making card or wire transfer payments in excess of US$3,000 or its equivalent in your local currency.
- If the aggregate amounts deposited over the account’s lifetime have US$ 10,000 or its equivalent in your local currency.
- Before making withdrawals from the account.
- If your credit card has reached one of the following purchase limits: US$ 3,000 daily (or its equivalent in your local currency); US$ 5,000 weekly (or its equivalent in your local currency.), or US$ 20,000 monthly (or its equivalent in your local currency.). If your credit card limit is exceeded, you will not be able to make transactions in the Marketplace until you comply with KYC requirements.
4.7 For making deposits or withdrawals from the Vault you need a third party private key manager selected by you (i.e., a Web3 Provider such as Fortmatic). You and the third party private key manager you select are entirely responsible for security of the withdrawals and deposits made into and out of the Vault.
4.8 OL bears no responsibility for any breach of security or unauthorized access to your Marketplace Account. You are advised to: (a) avoid any use of the same password with your selected third party private key manager that you have ever used outside of the third party private key manager; and (b) keep your password and any related secret information secure and confidential and do not share them with anyone else.
4.9 You are solely responsible for all activities conducted through your Marketplace Account whether or not you authorize the activity. In the event that fraud, illegality or other conduct that violates this Agreement is discovered or reported (whether by you or someone else) that is connected with your Marketplace Account, OL may terminate your Marketplace Account (or Marketplace Accounts) as described in Section 14, and we may report you to, and will cooperate with, legal authorities.
4.10 You are solely responsible for maintaining the confidentiality of your password and for restricting access to your devices. You are solely responsible for any harm resulting from your disclosure, or authorization of the disclosure, of your password or from any person's use of your password to gain access to your Marketplace Account.
4.11 Any loss or compromise of your electronic device or your security details may result in unauthorized access to your Marketplace Account by third-parties and the loss or theft of any NFT held in the Vault. You must keep your security details safe at all times.
4.12 You must immediately notify OL of any unauthorized use of, or access to, your Marketplace Account, password, or other breach of security at [email protected]..
4.13 Please note that if you lose the password of your third party private key manager, you accept that OL will be unable to remedy any issues that arise from that incident.
4.14 OL will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations, or for any reason whatsoever, except fraud on our part.
4.15 OL cannot and will not be liable for any loss or damage arising from your sharing or other loss of your password, private key or related information, or any other damage or loss arising from unauthorized access to your Marketplace Account.
5. REPRESENTATIONS AND RISKS
You acknowledge and agree that your use of the Services is at your own risk. The Services are provided on an “as is” and “as available” basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. You acknowledge and agree that OL has no control over, and no duty to take any action regarding: which users gain access to the Services; what effects the Services may have on you; how you may interpret or use the Services; or what actions you may take or fail to take as a result of having been exposed to the Services. You release OL from all liability for your inability to access the Services or any content therein.
5.2 RISK OF REGULATORY ACTIONS IN ONE OR MORE JURISDICTIONS.
For using the Vault, you will need to use blockchain tokens supported by the Vault. Blockchain tokens could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of OL to continue to develop, or which could impede or limit your ability to access or use the Marketplace, the Vault, or blockchain.
5.3 APPLICATION SECURITY.
You acknowledge and agree that the Services and related applications are software code and are subject to flaws and acknowledge that you are solely responsible for evaluating any smart contract or other code provided by the Services, or content and the trustworthiness of any third-party websites, products, smart-contracts, or content you access or use through the Services. This warning and others later provided by OL in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Services.
5.4 USES OF THE VAULT, THE MARKETPLACE AND THE PREMIUM CURRENCY MARKETPLACE.
The Vault feature allows you to store blockchain-backed NFTs and use them in-game, as well as withdrawing them to your own, personally managed crypto wallet, when available. You acknowledge and agree that OL does not provide any representation or warranty regarding the value or merchantability of the NFTs, nor does OL provide any representation or warranty, and affirmatively disclaims any representation or warranty, regarding the security of the Vault feature, the purchase or trade of the NFTs, the NFTs themselves, the applicable blockchain, or the crypto wallet.
The Premium Currency Marketplace allows you to purchase and trade in-game currencies (the “Premium Currencies”).
The Premium Currency Marketplace allows you to trade Premium Currencies of the Games. Trading of Premium Currencies is only allowed in the Premium Currency Marketplace between players of the relevant Game and subject to the applicable terms and conditions of the relevant Game. Premium Currencies cannot be redeemed for money with OL, and can only be used for accessing content in the relevant Game. Prices in the Premium Currency Marketplace are freely set by users, and do not reflect any underlying value for use of the Premium Currency outside the relevant Games. OL does not recognize or take responsibility for third-party services that allow Users to sell, transfer, or otherwise use Premium Currencies and any such use by a User is a violation of these Terms.
6. VAULT 1
6.1. All NFTs held in the Vault are custodial assets held by OL for your benefit. The Vault, the Marketplace and the Premium Currency Marketplace are electronic systems developed in and services provided from the Cayman Islands. In consequence, at the time of your purchase, title to, and risk of loss from, the NFTs and the Premium Currencies passes from the sellers to you in the Cayman Islands. Therefore, title and risk to the NFTs and the Premium Currencies held by you in the Vault or acquired by you on the Marketplace and the Premium Currency Marketplace shall at all times remain with you and shall not be assumed to be transferred to OL. Also, you shall bear all potential risk of loss of such NFTs and the Premium Currencies held by you in the Vault or acquired by you on the Marketplace and the Premium Currency Marketplace.
6.2. At any time, subject to outages, downtime, force majeure events, and other applicable policies, you may withdraw your NFTs from the Vault by sending them to a different blockchain wallet controlled by you.
7. MARKETPLACE AND PREMIUM CURRENCY MARKETPLACE
7.1. The Marketplace Account gives you access to the Marketplace and the Premium Currency Marketplace. All transactions in the Marketplace and the Premium Currency Marketplace are performed with Marketplace Credits. The Marketplace Account is neither a bank account nor any kind of payment instrument. It functions as a prepaid balance to make transactions in the Marketplace. Based on Section 7.7 hereof, for purposes of calculating the prepaid balance and performing top-ups, payments and withdrawals from the Marketplace Account, 1 Marketplace Credit is equivalent to USDC 1 (equivalent to USD 1).
7.2. Subject to availability in your country (which you can check here), the Marketplace Account can be topped-up by various methods available at the Marketplace which you can check in the Marketplace at the time of use.
7.3. Top-ups are converted into Marketplace Credits. Marketplace Credits are not currency. Marketplace Credits function as a prepaid balance to acquire NFTs in the Marketplace and/or Premium Currencies in the Premium Currency Marketplace.
7.4. Depending on the method, due to the timing of processes of Debit Card Issuers, Credit Card Issuers, intervening Banks or the relevant Blockchain processing network, certain time might elapse from the time you give the top-up order until the Marketplace Credits are available in your Marketplace Account.
7.5. Marketplace Credits can be used to acquire NFTs in the Marketplace, to trade Premium Currencies in the Premium Currency Marketplace or to make withdrawals from the Marketplace Account to a bank account (in USD) or a wallet (in USDC). If you deposit other crypto currencies in your Marketplace Accounts such as BTC, ETH or MANA to purchase Marketplace Credits in order to purchase in the Marketplace and the Premium Currency Marketplace, and you want to withdraw in crypto currency, the withdrawal will always be made in USDC. Depending on the method, due to the timing of processes of intervening Banks or Blockchain, certain time might elapse from the time you give the withdrawal order until your funds are available in your bank account or wallet.
7.6. Depending on the transaction, due to the timing of the process, a fourteen (14) day window might elapse from the time you made a sale until you receive the funds in your Marketplace Account.
7.7. Payment solutions are provided by Circle.
When you provide payment information to Circle or to one of its payment processors, you represent that you are the authorized user of the card, PIN, key or account associated with that payment, and you authorize OL and Circle to charge your credit card or to process your payment with the chosen third-party payment processor for any payment, withdrawal or fees incurred by you. OL may require you to provide your address or other information in order to meet its obligations under applicable laws.
PAYMENTS IN CRYPTOCURRENCY: CIRCLE ONLY SUPPORTS A LIMITED NUMBER OF CRYPTOCURRENCIES AND BLOCKCHAINS WHICH MAY CHANGE FROM TIME TO TIME. YOU CAN CHECK FROM THE MARKETPLACE WEBSITE AT THE TIME OF USE THE AVAILABLE CRYPTOCURRENCIES. TRANSFERS OF OTHER CRYPTOCURRENCIES ARE MADE AT YOUR OWN RISK, AND MAY RESULT IN THE TOTAL LOSS OF SAID TRANSFER. NEITHER OL, THE DEVELOPERS NOR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES SHALL BE LIABLE IN CONNECTION THERETO.
In the event of a transfer of unsupported cryptocurrencies involving a minimum of US$ 200, depending on the third-party service providers' availability and recoverability, we may make reasonable efforts to assist you in the recovery with the assistance of third-party service providers. Given the nature of blockchain transactions, we do not guarantee that these efforts will be successful and disclaim any liability in connection thereto. The recovery process might take months. The recovery is subject to a 20% deduction or higher over the amounts recovered to cover gas fees, administrative expenses, and third-party service providers’ fees.
7.8. Refunds and chargebacks.
Top-Ups made to the Marketplace Accounts are refundable, conditioned to your not having entered into any transactions in the Marketplace or in the Premium Currency Marketplace (i.e., not having purchased NFTs, Premium Currencies or otherwise committed any of the amounts in the applicable top up). Refunds can be made in Marketplace Credits in the balance of your Marketplace Account.
NOTWITHSTANDING THE FOREGOING, ALL PURCHASES OF NFTs AND PREMIUM CURRENCIES, EITHER FROM OL, THE DEVELOPERS OR OTHER USERS OF THE MARKETPLACE AND THE PREMIUM CURRENCY MARKETPLACE, ARE FINAL AND NON-REFUNDABLE, EXCEPT AS REQUIRED BY APPLICABLE LAW.
Please note that in the event of chargebacks due to fraud, as well as in the case of transactions that are otherwise returned, unpaid, or unauthorized, Open Loot shall be authorized to unwind purchases of NFTs directly derived from the unauthorized transaction. In addition, NFTs and assets to which the user (e.g., by mistake, unauthorized transaction) is not entitled may be removed from the Marketplace Account.
Open Loot may suspend your Marketplace Account while determining the existence of fraud in cases of chargeback. Furthermore, if Open Loot determines that fraud has taken place, in addition to any other legal remedy, your Marketplace Account may be permanently closed.
8. TRANSACTIONS AND FEES
8.3. You may rent NFTs on the Marketplace from other users and those NFTs will be stored in the Vault. Certain NFTs may not be available for rental. The renter of the NFTs will receive the in-game benefits of ownership, excluding Airdrop points which will be credited to the owner. While the NFTs are listed for rental, but not currently subject to rent, they will not be eligible for Airdrop points. While the rent is outstanding, NFTs subject to rental cannot (i) be listed for sale or sold by the owner or renter; (ii) be withdrawn to the blockchain by the owner or renter; (iii) cannot be unwrapped by the owner or renter; or (iv) in the case of Mystery Boxes, be redeemed by the owner or renter.
Rentals are made under a 30-day subscription system paid in advance. The subscription will remain active and auto-renew every 30 days unless the renter or the owner choose to cancel the subscription. Rental conditions such as the rented assets and the subscription price cannot be changed during the active subscription period.
You can cancel the subscription with at least three business days in advance of the subscription period clicking on the cancel option in your account, but the cancellation will only take effect upon the termination of the relevant 30-day subscription period.
OL will send you notices to your registered email on a regular basis, as follows: (i) within two business days after the date in which the subscription has been requested, confirming whether or not the transaction took place, and including a receipt for the transaction, as applicable; and (ii) three business days in advance of the expiration of each subscription period, so you can decide whether to cancel or renew the subscription.
Should you detect any errors you can reach out to us using the forms available here: https://openloot.zendesk.com/hc/en-us.
YOU ARE RESPONSIBLE FOR ANY UNAUTHORIZED TRANSFERS OR SUBSCRIPTIONS MADE FROM YOUR ACCOUNT, AND OL SHALL BEAR NO LIABILITY IN CONNECTION THERETO.
Should you have any doubts regarding the cancellation of the subscriptions you can refer to this article https://openloot.zendesk.com/hc/en-us.
Once a subscription is ended, all rented NFTs are immediately returned to the owner. Any items that were placed by you in the rented SPACE will return to your inventory.
8.4. The Marketplace and the Premium Currency Marketplace facilitate transactions between the users (buyer, seller, owner and renter), but is not a party on any agreement between the users of NFTs or in-game currencies or between any users of the Game. In the case of purchases made to Developers, each Developer is responsible for compliance with the applicable consumer protection regulations. In the case of transactions conducted in the Marketplace among users, consumer protection regulations shall not apply to such transactions.
8.5. All sales of NFTs in the Marketplace will be subject to a 5% fee (the “Marketplace Fee”) calculated using the USDC value involved in such transactions. Such Marketplace Fee will be borne by the participants of the transaction and deducted directly by OL from their Marketplace Accounts. Please be aware that transactions in third-party NFT marketplaces (inside or outside Open Loot) may be subject to the fees charged by said third-party marketplaces as per the respective terms and conditions. You agree that you use third-party marketplaces at your own risk, and that OL shall have no liability whatsoever with regards to transactions conducted in third-party marketplaces.
8.6. All subscriptions of rental of NFTs will be subject to a 30% fee (the “Rental Fee”) over the subscription price calculated using the USDC value involved in such transactions. The Rental Fee will be deducted by OL from the subscription price.
8.7. All transactions in the Premium Currency Marketplace will be subject to a 5 % fee (the “PCM Fee”) calculated using the USDC value involved in such transactions. Such PCM Fee will be borne by the participants of the transaction and deducted directly by OL from their Marketplace Accounts.
8.8. Withdrawals from the Vault of ERC-20 tokens used in the Games (such as $BIGTIME) could be subject to certain withdrawal deductions set by each Developer (the “Withdrawal Deduction”) over the total amount withdrawn of ERC-20 tokens. The Withdrawal Deduction is informed prior to making the withdrawal and is delivered in full to the respective Developer.
8.9. Certain blockchain network requires the payment of a transaction fee (a “Gas Fee”) for a certain transaction that occurs on its blockchain network, including deposits and withdrawals into the Marketplace. You accept that the payment of the Gas Fee is inherent to the nature of the blockchain network and is neither related to OL nor is a result of the use of the Marketplace.
8.10. You accept that any applicable taxes in connection with the use of the Marketplace Account and in-game purchases shall be paid by you directly.
OL may make changes to these Terms from time to time. When OL makes changes, the updated Terms will be made available through the Site and update the “Last Updated” date at the beginning of these Terms accordingly. Please check these Terms periodically for changes. Any changes to the Terms will apply on the date that they are made, and your continued access to the Services after the Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, you must not access the Services.
You affirm that you are over the age of 13, as the Marketplace and the Vault are not intended for children under 13, and we will cancel the account of any person under the age of 13. IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD’S USE OF THE VAULT OR THE MARKETPLACE, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.
THIS SECTION 12 DOES NOT APPLY TO USERS RESIDING IN COUNTRIES OF THE EUROPEAN UNION OR IN THE UNITED KINGDOM.
12.1 YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SERVICES MAY NOT BE SECURE AND MAY BE INTERCEPTED OR LATER ACQUIRED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER OL, ITS AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES OR ANY OTHER DAMAGES BASED ON CONTRACT, TORT, STRICT LIABILITY, INFRINGEMENT OF INTELLECTUAL PROPERTY OR THEFT OR MISAPPROPRIATION OF PROPERTY OR ANY OTHER THEORY (EVEN IF OL HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE SERVICES; THE USE OR THE INABILITY TO USE THE SERVICES; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; ANY ACTIONS OL TAKES OR FAILS TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND; HUMAN ERRORS; TECHNICAL MALFUNCTIONS; FAILURES, INCLUDING PUBLIC UTILITY OR TELEPHONE OUTAGES; OMISSIONS, INTERRUPTIONS, LATENCY, DELETIONS OR DEFECTS OF ANY DEVICE OR NETWORK, PROVIDERS, OR GAMES (INCLUDING, BUT NOT LIMITED TO, THOSE THAT DO NOT PERMIT PARTICIPATION IN THE GAMES); ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; INABILITY TO FULLY ACCESS THE SERVICES OR ANY OTHER WEBSITE; THEFT, TAMPERING, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, IMAGES OR OTHER CONTENT OF ANY KIND; DATA THAT IS PROCESSED LATE OR INCORRECTLY OR IS INCOMPLETE OR LOST; TYPOGRAPHICAL, PRINTING OR OTHER ERRORS, OR ANY COMBINATION THEREOF; OR ANY OTHER MATTER RELATING TO THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
12.2 OL HEREBY EXPRESSLY DISCLAIMS, WAIVES, RELEASES AND RENOUNCES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON INFRINGEMENT.
12.3 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OL, ITS AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES , AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE OR COMPLETE, (III) THE SERVICES OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SERVICES ARE FREE OF BUGS, VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SERVICES WILL BE SECURE.
12.4 YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT OL, ITS AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
12.5 OL, ITS AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ETHEREUM NETWORK OR FORTMATIC, METAMASK OR ANY OTHER ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) 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 SERVICES, ETHEREUM NETWORK, OR FORTMATIC, METAMASK OR OTHER ELECTRONIC WALLET.
12.6. OL IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAIN OR FORTMATIC, METAMASK OR OTHER ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
12.7. OL IS NOT RESPONSIBLE FOR THE GAMES, THE CONTENT INCLUDED THEREIN AND THE NFTS AVAILABLE IN THE MARKETPLACE.
13. LIMITATION OF LIABILITY
THIS SECTION 13 DOES NOT APPLY TO USERS RESIDING IN COUNTRIES OF THE EUROPEAN UNION OR IN THE UNITED KINGDOM.
13.1 YOU UNDERSTAND AND AGREE THAT OL, ITS AFFILIATES, OFFICERS, EMPLOYEES, DIRECTORS, AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF OL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) $100.
13.3 YOU ACKNOWLEDGE AND AGREE THAT OL HAS MADE THE SERVICES 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. OL WOULD NOT BE ABLE TO PROVIDE THE USE OF THE SERVICES TO YOU WITHOUT THESE LIMITATIONS.
13.4 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND SOME JURISDICTIONS ALSO LIMIT DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO PERSONAL INJURY CLAIMS.
14. PROPRIETARY RIGHTS
14.1 All rights (including intellectual property rights), title, and ownership in and to the Services are owned exclusively by OL, its affiliates or its licensors. You acknowledge and agree that the Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You agree not to reverse engineer, decompile, deploy as a service bureau, copy, modify, rent, lease, loan, sell, distribute, perform, display or create derivative works based on the Services in whole or in part. OL’s (or its affiliates’) exclusive ownership shall include all elements of the Services, and all intellectual property rights therein. The visual interfaces, graphics (including, without limitation, all art and drawings associated with the Services), design, systems, methods, information, computer code, software, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Services (collectively, the “OL Materials’’) are owned by OL, its affiliates or its licensors, and are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All OL Materials are the copyrighted property of OL, its affiliates or its licensors, and all trademarks, service marks, and trade names contained in OL Materials are proprietary to OL, its affiliates or its licensors. Except as expressly set forth herein, your use of the Services does not grant you ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through the Services. OL reserves all rights in and to OL Materials not expressly granted to you in the Terms. For the sake of clarity, you understand and agree that you do not have the right to reproduce, distribute, or otherwise commercialize any elements of OL Materials (including, without limitation, our copyright in and to the art and drawings associated with the Services and content therein) in any way without our prior written consent in each case, which consent OL may withhold in its sole and absolute discretion.
14.2 All rights (including intellectual property rights), title, and ownership in and to the Games are owned exclusively by the respective Developer. All third-party trademarks, registered trademarks, and product names mentioned in the Marketplace or contained in the content linked to or associated with any Games accessed through OL or NFTs displayed in the Marketplace are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by OL.
14.3 You may choose to submit comments, bug reports, ideas or other feedback about the Services, including without limitation about how to improve the Services (collectively, “Feedback”). By submitting any Feedback, you agree that OL shall own, and is free to use in any way in any jurisdiction, royalty free, 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). In the event that applicable law does not allow OL to own such feedback, you hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose in any jurisdiction.
14.4 You acknowledge and agree that you are responsible for your own conduct while accessing the Services, and for any consequences thereof. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to: (i) send, post, upload, transmit, distribute, disseminate or otherwise make available any content that infringes the intellectual property rights of any party and any content that contains any hate-related or violent content or contains any other material or products that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (ii) distribute viruses, worms, defects, Trojan horses, spyware, time bombs, cancelbots, corrupted files, hoaxes, or any other items of a destructive or deceptive nature, or that may harvest or collect any data or information about other users without their consent; (iii) impersonate another person (via the use of an email address or otherwise); (iv) use the Services to violate the legal rights (such as rights of privacy and publicity) of others; (v) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (vi) interfere with other users’ enjoyment of the Services; (vii) exploit the Services for any unauthorized commercial purpose; (viii) post or transmit unsolicited or unauthorized advertising, or promotional materials, that are in the nature of “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other similar form of solicitation; (ix) modify, adapt, translate, or reverse engineer any portion of the Services; (x) remove any copyright, trademark or other proprietary rights notices contained in or on the Services or any part of it; (xi) reformat or frame any portion of the Services; (xii) stalk, harass, or engage in any sexual, suggestive, lewd, lascivious, or otherwise inappropriate conduct with minors on the Services; (xiii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or the content posted on the Services, or to collect information about its users for any unauthorized purpose;; (xiv) create user accounts by automated means or under false or fraudulent pretenses; (xv) attempt to gain unauthorized access to any other user’s Marketplace Account, password or content; or (xvi) access or use the Services for the purpose of creating a product or service that is competitive with the Services.
The Services provide, or third parties may provide, links to other World Wide Web or accessible sites, applications or resources (including without limitation, the Developers’ websites and Games). Because OL has no control over such sites, applications and resources, you acknowledge and agree that OL is not responsible for the activities or content of such external sites, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that OL shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
16. TERMINATION AND SUSPENSION
You shall have a right to terminate your Marketplace Account at any time by canceling and discontinuing your access to the Marketplace, the Vault, the Game and any other game that may be available in the future. OL may terminate or suspend all or part of the Services and your access to the Services immediately, without prior notice or liability. You will not receive any refunds if you cancel your Marketplace Account, or if these Terms are otherwise terminated for any reason. You agree that OL, in its sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your Marketplace Account. You agree that any suspension or termination of your access to the Services may be without prior notice, and that OL will not be liable to you or to any third party for any such suspension or termination. If OL suspend or terminate your Marketplace Account 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 OL may have at law or in equity. Upon any termination or expiration your Marketplace Account, whether by you or us, you may no longer have access to information that you have posted on the Marketplace, the Vault, or the Games or that is related to your Marketplace Account, and you acknowledge that OL 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. Upon termination of your Marketplace Account, your right to use the Marketplace, the Vault and the Games will immediately cease. The following provisions of these Terms survive any termination of these Terms: REPRESENTATIONS AND RISKS; TRANSACTION AND FEES; INDEMNITY; DISCLAIMERS; LIMITATION ON LIABILITY; PROPRIETARY RIGHTS; LINKS; TERMINATION AND SUSPENSION; NO THIRD-PARTY BENEFICIARIES; BINDING ARBITRATION AND CLASS ACTION WAIVER; GENERAL INFORMATION.
17. NO THIRD PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to the Terms.
18. BINDING ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. IF YOU ARE A USER BASED IN THE EUROPEAN UNION OR THE UNITED KINGDOM, THE PROVISIONS OF THIS SECTION SHALL NOT APPLY AND YOU MAY FILE A CLAIM IN YOUR COUNTRY OF RESIDENCE.
18.1 INITIAL DISPUTE RESOLUTION.
The parties shall use their best efforts to engage directly to settle any dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a condition to either party initiating a lawsuit or arbitration.
18.2 BINDING ARBITRATION.
If the parties do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution under the Initial Dispute Resolution provision begins, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below.
Specifically, any dispute that is not resolved under the Initial Dispute Resolution provision shall be finally resolved by arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures and the JAMS Consumer Arbitration Minimum Standards (together, the “Rules”). The most recent version of the Rules is available at www.jamsadr.com/rules-download and are hereby incorporated by reference. The parties agree that the arbitration shall take place in Miami, Florida, unless the arbitrator determines that the dispute can be resolved on the submission of written papers or you exercise your right to an in-person hearing in your hometown area. Any decision or award rendered by the Arbitrator shall be final, and judgment thereon may be entered in accordance with applicable law in any court having jurisdiction thereof. For purposes of cost sharing, all claimants shall be considered one party and all respondents shall be considered one party. You and we agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and we will pay the remaining JAMS fees and costs. For any arbitration initiated by us, we will pay all JAMS fees and costs. The parties shall maintain strict confidentiality with respect to all aspects of any arbitration commenced pursuant to these Terms and shall not disclose the fact, conduct or outcome of the arbitration to any non-parties or non-participants, except to the extent required by applicable Law or to the extent necessary to recognize, confirm or enforce the final award or decision in the arbitration, without the prior written consent of all parties to the arbitration.
18.3 CLASS ACTION WAIVER.
The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND OL AGREE THAT, TO THE EXTENT ALLOWED BY APPLICABLE LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
18.4 EXCEPTION – LITIGATION OF INTELLECTUAL PROPERTY AND SMALL CLAIMS COURT CLAIMS
Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its Intellectual Property Rights. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
18.5 30-DAY RIGHT TO OPT OUT.
You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the following email address: [email protected]. Your notice must be sent within 30 days of your first use of the Game, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, OL also will not be bound by them.
18.6 CHANGES TO THIS SECTION
OL will provide 60-days’ notice of any changes to this section. Changes will become effective on the 60th day, and will apply prospectively only to any claims arising after the 60th day.
These Terms and the relationship between you and OL shall be governed by the laws of the State of Delaware, without regard to conflict of law provisions.
For any dispute not subject to arbitration you and OL agree to submit to the exclusive jurisdiction of the State of Delaware. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.
19. GENERAL INFORMATION
19.1 ENTIRE AGREEMENT. These Terms (and any additional terms, rules and conditions of participation that OL may post on the Services) constitute the entire agreement between you and OL with respect to the Services and supersede any prior agreements, oral or written, between you and OL. In the event of a conflict between these Terms and the additional terms, rules and conditions of participation, the latter will prevail over the Terms to the extent of the conflict.
19.2 WAIVER AND SEVERABILITY OF TERMS. The failure of OL to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
19.3 STATUTE OF LIMITATIONS. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
19.4 SECTION TITLES. The section titles in the Terms are for convenience only and have no legal or contractual effect.
19.5 COMMUNICATIONS. Users with questions, complaints or claims with respect to the Services may contact us using the relevant contact information set forth above and at
[1309 Coffeen Ave STE 1200, Sheridan, WY 82801]
Error Resolution Forms
(a) Initial and annual error resolution notice
In Case of Errors or Questions About Your Subscriptions Telephone us at [insert telephone number] Write us at [insert address] or email us at [insert email address]] as soon as you can, if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt. We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared.
(1) Tell us your name and username.
(2) Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.
(3) Tell us the amount of the suspected error.
If you tell us orally, we may require that you send us your complaint or question in writing within 10 business days.
We will determine whether an error occurred within 10 business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will credit your account within 10 business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 business days, we may not credit your account.
For errors involving new accounts or foreign-initiated transactions, we may take up to 90 days to investigate your complaint or question. For new accounts, we may take up to 20 business days to credit your account for the amount you think is in error.
We will tell you the results within three business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.
(b) Error resolution notice on periodic statements.
In Case of Errors or Questions About Your Subscriptions Telephone us at [insert telephone number] or Write us at [insert address] as soon as you can, if you think your statement or receipt is wrong or if you need more information about a transfer on the statement or receipt. We must hear from you no later than 60 days after we sent you the FIRST statement on which the error or problem appeared.
(1) Tell us your name and account number (if any).
(2) Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.
(3) Tell us the amount of the suspected error.
We will investigate your complaint and will correct any error promptly. If we take more than 10 business days to do this, we will credit your account for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation.