1. ACCEPTANCE OF TERMS

Open Loot LLC (“OL”) provides the website www.openloot.com (the “Site”), the Open Loot Vault (the “Vault”) and Marketplace (the “Marketplace”). Please read these Terms of Use (the “Terms” or “Terms of Use”) carefully before using the Marketplace and the Vault. By using or otherwise accessing the Marketplace, Vault and the Site, you: (1) accept and agree to be bound by these Terms; (2) accept that the Marketplace and the Vault are still in testing phase and that you use at your own risk, as further explained in Section 2 below; (3) represent that you are old enough to use and access the Marketplace, the Vault and the Site pursuant to Sections 3 and 8 below; (4) consent to the collection, use, disclosure and other handling of information as described in our Privacy Policy, available at https://nft.bigtime.gg/privacy-policy, the terms of which are incorporated herein in their entirety, and (5) accept and agree to any additional terms, rules and conditions of participation issued by OL from time to time. If you do not agree to the Terms, then you must not access or use the Marketplace, the Vault and/or the Site. OL has no continued obligation to operate the Site, the Marketplace and the Vault in the future, at its exclusive discretion, with no liability whatsoever in connection thereto.

2. TESTING DISCLAIMER AND MODIFICATION OF TERMS OF USE

The Marketplace and the Vault are still in testing phase and are provided on an “as is” and “as available” basis and may contain defects and software bugs. You are advised to safeguard important data, property and content, to use caution, and to not rely in any way on the correct or secure functionality or performance of the Marketplace and the Vault. Except for Section 17, providing for binding arbitration and waiver of class action rights, OL reserves the right, at its sole discretion, to modify or replace the Terms of Use at any time. The most current version of these Terms will be posted on our Site. You shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Marketplace and the Vault by you after any modification to the Terms constitutes your acceptance of the Terms of Use as modified.

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.

3. ELIGIBILITY

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 Site, the Marketplace and/or the Vault , you are representing and warranting that you are 13 years old or older.

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

4.1 For accessing the Vault and the Marketplace you need to create an account (the “Marketplace Account”), with a user name and a password. The Marketplace Account also provides access to the third-party games available from time to time (the “Games”). You authorize OL to share your personal information with the entities who own or operate each of the Games (the “Developers”) that can be accessed with your Marketplace Account. The use of such games is governed by the respective terms of use and privacy policies issued by each Developer.

4.2 For the creation of the Marketplace Account and/or in connection with certain features that may be offered through the Marketplace, such as transactions involving the receipt, processing or transfer of any financial consideration, you will be required to provide personal information, including your name, photo or other identification (e.g., driver’s license), and other personal information detailed in our Privacy Policy, and as detailed in Section 4.1. hereto to verify your identity. OL may, in its sole discretion, refuse to open a Marketplace Account or restrict your access to certain features until OL is able to verify your identity. You agree to provide the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime and permit OL to keep a record of such information for as long as is legally permissible. The access to one or more features and the limits that apply to your use of them may be altered as a result of information collected about you on an ongoing basis. The information may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, a government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) as detailed in our Privacy Policy. In providing OL with this or any other information that may be required, you represent that the information is accurate and authentic, and you agree to keep the information updated if there are changes.

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 OL 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

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.

4.6 KYC

To help the government fight the funding of terrorism and money laundering activities, U.S. and other countries laws require OL to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open a Marketplace Account we may collect your name, password, and other personal information as detailed in our Privacy Policy. For the Marketplace, in accordance with OL’s Bank Secrecy Act / Anti-Money Laundering and OFAC Compliance Program Manual, and our Privacy Policies we may collect the following personal information from you: If you are an individual: • Copy of your driver’s license or other identifying documents • Full legal name • Correct permanent address including postcode (if appropriate) • Date and place of birth • Nationality • Identification number • Occupation • Purpose/nature of the intended business • The source of funds (i.e., generated from a transaction or business) • Copy of a document that establishes your identity (e.g. Passport, Driver’s License) • A selfie
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 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

5.1 DISCLAIMER.

You acknowledge and agree that your use of the Site, Marketplace and the Vault is at your own risk. The Site, the Marketplace and the Vault 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 Vault and the Marketplace; what effects the Vault and the Marketplace may have on you; how you may interpret or use the Vault and the Marketplace; or what actions you may take or fail to take as a result of having been exposed to the Vault and the Marketplace. You release OL from all liability for your inability to access the Site, Vault and the Marketplace 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 Site, the Marketplace, the Vault 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 Site, Marketplace, the Vault , or content and the trustworthiness of any third-party websites, products, smart-contracts, or content you access or use through the Site, Marketplace or the Vault. 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 Site, the Marketplace or the Vault.

5.4 USES OF THE VAULT AND THE 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. 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 Marketplace allows you to purchase and trade NFTs.
The Developers sell NFTs in the Marketplace. Those sales are governed by each of the Developer’s terms of use available on their respective websites.

6. VAULT

6.1. All NFTs held in the Vault are custodial assets held by OL for your benefit. The Vault and Marketplace are electronic systems developed in and developed from the Cayman Islands. In consequence, at the time of your purchase, title to, and risk of loss from, the NFTs passes from the sellers to you in the Cayman Islands. Therefore, title and risk to the NFTs held by you in the Vault or acquired by you on the 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 held by you in the Vault or acquired by you on the 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

7.1. The Marketplace Account gives you access to the Marketplace. All transactions in the 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.

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.

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 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 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.

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 (i.e., not having purchased NFTs 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, DUE TO THE NATURE OF BLOCKCHAIN TRANSACTIONS ALL PURCHASES OF NFTs, EITHER FROM OL, THE DEVELOPERS OR OTHER USERS OF THE 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

8.1. You may purchase NFTs on the Marketplace directly from the Developers or other users and those NFTs will be stored in the Vault. Sales of NFTs by the Developers are governed by the respective Developer’ terms of use. At any time of your choosing, subject to outages, downtime, force majeure events, and other applicable policies, you can withdraw the NFTs from the Vault into your personal wallet. OL has no visibility into or control over your wallet. With that in mind, OL 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 from your personal wallet in the Marketplace.

8.2. The Marketplace facilitates transactions between the buyer and seller, but is not a party on any agreement between the buyer and seller of NFTs 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.

8.3. All transactions 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.

8.4. 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.

8.5. 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.

9. CHANGES

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 Site, the Marketplace and/or the Vault 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 Site, the Marketplace and/or the Vault.

10. CHILDREN

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.

11. INDEMNITY

You shall, and hereby do, release and indemnify, defend and hold harmless OL, and its parents, subsidiaries, affiliates and agencies, as well as the officers, directors, employees, shareholders and representatives of any of the foregoing entities, from and against any and all losses, liabilities, expenses, damages, costs (including attorneys’ fees and court costs) claims or actions of any kind whatsoever related to, arising out of, or resulting from, the Site, Marketplace and/or the Vault, whether based on your use of the site or not, your violation of these Terms of Use, and any of your acts or omissions. OL reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with OL in the defense of such matter.

12. DISCLAIMERS

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 SITE, THE MARKETPLACE AND/OR THE VAULT. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SITE, MARKETPLACE AND/OR THE VAULT MAY NOT BE SECURE AND MAY BE INTERCEPTED OR LATER ACQUIRED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE, THE MARKETPLACE AND/OR THE VAULT IS AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT THE SITE, THE MARKETPLACE AND/OR THE VAULT 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 SITE, THE MARKETPLACE AND/OR THE VAULT; THE USE OR THE INABILITY TO USE THE SITE, THE MARKETPLACE AND/OR THE VAULT; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE, THE MARKETPLACE AND/OR THE VAULT; 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 SITE, THE MARKETPLACE, THE VAULT 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 SITE, THE MARKETPLACE AND/OR THE VAULT. 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 SITE, MARKETPLACE AND/OR THE VAULT WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE SITE, THE MARKETPLACE AND/OR THE VAULT WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE SITE, THE MARKETPLACE AND/OR THE VAULT WILL BE ACCURATE OR COMPLETE, (III) THE SITE, THE MARKETPLACE, THE VAULT OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SITE, THE MARKETPLACE AND/OR THE VAULT ARE FREE OF BUGS, VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SITE, THE MARKETPLACE AND/OR THE VAULT 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 SITE, THE MARKETPLACE, THE VAULT, 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

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 SITE, THE MARKETPLACE AND/OR THE VAULT, 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 SITE, THE MARKETPLACE AND/OR THE VAULT 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 SITE, THE MARKETPLACE AND/OR THE VAULT 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 Site, the Marketplace and the Vault are owned exclusively by OL, its affiliates or its licensors. You acknowledge and agree that the Site, the Marketplace and Vault 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 Site, the Marketplace and Vault in whole or in part. OL’s (or its affiliates’) exclusive ownership shall include all elements of the Site, the Marketplace and Vault, and all intellectual property rights therein. The visual interfaces, graphics (including, without limitation, all art and drawings associated with the Site, the Marketplace and Vault), design, systems, methods, information, computer code, software, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Site, Marketplace and Vault (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 Site, Marketplace and Vault 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 Site, Marketplace and Vault. 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 Site, Marketplace and Vault 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 Site, Marketplace and Vault, including without limitation about how to improve the Site, Marketplace and Vault (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 Site, Marketplace and/or the Vault, and for any consequences thereof. You agree to use the Site, the Marketplace and/or the Vault 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 Site, the Marketplace and/or Vault 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 Site, the Marketplace and/or the Vault; (vii) exploit the the Site, the Marketplace and/or the Vault 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 the Site, the Marketplace and/or the Vault; (x) remove any copyright, trademark or other proprietary rights notices contained in or on the Site, the Marketplace and/or the Vault or any part of it; (xi) reformat or frame any portion of the Site, the Marketplace and/or the Vault; (xii) stalk, harass, or engage in any sexual, suggestive, lewd, lascivious, or otherwise inappropriate conduct with minors on the the Site, the Marketplace and/or the Vault; (xiii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Site, the Marketplace, the Vault or the content posted on the Site, the Marketplace and/or the Vault, 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 Site, the Marketplace and/or the Vault for the purpose of creating a product or service that is competitive with the Site, Marketplace and/or the Vault.

15. LINKS

The Site, the Marketplace and/or the Vault 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 Site, the Vault and/or Marketplace and your access to the Site, the Vault and/or Marketplace 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(s) . You agree that any suspension or termination of your access to the Site, Marketplace, Vault or the Games 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 in accordance with the Rules of Arbitration of the International Chamber of Commerce (“I CC”) by one arbitrator. Within ten (10) calendar days of the delivery date of the Arbitration Notice, the parties shall appoint a mutually acceptable arbitrator. In the event the Parties do not select a mutually acceptable arbitrator within ten (10) calendar days of delivery of the Arbitration Notice, the arbitrator shall be appointed by the President of the ICC. The parties agree that the arbitration shall take place in Cayman Islands, or such other location mutually acceptable to the parties. 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. 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 Cayman Islands, 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 Cayman Islands. 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 Site, Marketplace and/or Vault) constitute the entire agreement between you and OL with respect to the Site, Marketplace and Vault 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 Site, the Marketplace, the Vault 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 Site, the Marketplace and/or the Vault may contact us using the relevant contact information set forth above and at

[email protected]