Terms of Service
Last Updated: 17 October 2023
Welcome to the terms of service (the “Terms of Service”) for (i) the website (https://www.spacebar.xyz/) and other websites owned and/or operated by Noiz Ventures Corp., a British Virgin Islands business company (“Company”, “us”, “our”, “we”), and/or its affiliates (the “Website”), (ii) the Spacebar game accessible on the Website (the “Game”), (iii) all content and functionalities accessible via our Website and the Game, including any smart contracts or other software or services enabled thereby, and (iv) other related services which we may make available from time to time (collectively, the “Services”).
These Terms of Service apply to and regulate your access to and use of the Services. Your use of any of the Services shall be deemed as your acceptance of, and compliance with, these Terms of Service, any documents as agreed between you and the Company in respect of your access to and use of any of the Services, including any specific terms provided for in respect of a particular Game NFT (whether within the relevant metadata of the Game NFT or the relevant Smart Contract for the minting of the Game NFT (“Additional Terms”), and any policies or guidelines issued and updated from time to time by the Company in relation to any of the Services (the “Guidelines”).
In the event of a conflict or inconsistency between these Terms of Service, the Additional Terms and the Guidelines, the Additional Terms will govern that conflict or inconsistency, followed by these Terms of Service.
These Terms of Service (collectively with the Additional Terms and the Guidelines, the “Agreement”) apply to any use by you of any of the Services.
The Services are not intended for distribution to any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject us to any registration requirement or other regulation within such jurisdiction or country. Accordingly, you are solely responsible for compliance with all applicable laws when you access and/or use the Services.
As an individual, if you are accessing or using any of the Services on behalf of an organisation, you represent and warrant that you have the required authority to bind that organisation to the Agreement. In this case, references in the Agreement to “you” and “your” are references to you as an individual and to that organisation.
By undergoing the registration process to access and use any of the Services, you accept and agree to the Agreement in their entirety. If you do not accept the Agreement, you must stop accessing or using the Services.
These Terms of Service are expressly deemed to incorporate our Privacy Policy (accessible at https://ao0-1.gitbook.io/spacebar-universe-1/docs/privacy-policy).
These Terms of Service may be changed by us from time to time without any prior notice. You may determine if any such changes have taken place by referring to the “Last Updated” date on which these Terms of Service were last updated. You are encouraged to check for any updates to these Terms of Service prior to your access or use of any of the Services. Your continued use of the Services constitutes your acknowledgement and acceptance of these Terms of Service as changed from time to time.
1. GENERAL DEFINITIONS AND INTERPRETATION
1.1 In these Terms, the following words shall have the meanings ascribed below:
1.1.1 “Account” has the meaning ascribed to it in Clause 3.1;
1.1.2 “Applicable Law” means laws, rules, regulations, regulatory guidance, regulatory requirements and any form of subsidiary legislation, resolution, policy, guideline, concession or case law of the relevant jurisdiction from time to time having the force of law and relevant to the Company’s provision of, and a party’s access to and use of, the Services;
1.1.3 “Blockchain” means the applicable blockchain network, which may include the Ethereum blockchain;
1.1.4 “Company Entities” has the meaning ascribed to it in Clause 12.4;
1.1.5 “Confidential Information” means all proprietary and confidential information and materials of the Company, and/or any of the Company’s customers, clients or suppliers which is designated as such, or which by its very nature should obviously be treated as secret and confidential including any non-public information disclosed to you via the Services, trade secrets, know-how, strategies, inventions, operations, compliance information, customer lists, personal data of the Company's customers, plans, market opportunities and business affairs (in each case whether disclosed orally, in writing, electronically or in any other form);
1.1.6 “Digital Wallet” has the meaning ascribed to it in Clause 2.5;
1.1.7 “Feedback” has the meaning ascribed to it in Clause 11.2;
1.1.8 “Game Items” has the meaning ascribed to it in Clause 2.1;
1.1.9 “Game NFTs” has the meaning ascribed to it in Clause 2.2;
1.1.10 “Gas Fee” has the meaning ascribed to it in Clause 5.3;
1.1.11 “Intellectual Property Rights” means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, domain names and all similar rights and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; and (e) wherever existing;
1.1.12 “NFT” means a non-fungible token or similar digital item implemented on a Blockchain, which uses Smart Contracts to link to or otherwise be associated with certain content or data;
1.1.13 “Non-Transferable Items” has the meaning ascribed to it in Clause 2.1;
1.1.14 “Privacy Policy” means our privacy policy accessible at https://ao0-1.gitbook.io/spacebar-universe-1/docs/privacy-policy as amended from time to time;
1.1.15 “Secondary Sale Fees” has the meaning ascribed to it in Clause 2.2;
1.1.16 “Services Content” has the meaning ascribed to it in Clause 4.5;
1.1.17 “Smart Contract” means any self-executing contracts electronically programmed on a Blockchain which execute specified matters upon the achievement of specified conditions; and
1.1.18 “Third-Party Marketplaces” has the meaning ascribed to it in Clause 2.4;
1.1.19 “Trade Marks” has the meaning ascribed to it in Clause 7.2.3;
1.1.20 “User Content” means any content, images, photographs, illustrations, icons, texts, video, audio, written materials, software, sample codes, applications, specifications or other content, materials or other data, in any form, that any user submits to, or uses with, the Services; and
1.1.21 “Your Content” has the meaning ascribed to it in Clause 7.5;
1.2 Where applicable:
1.2.1 references to “Terms of Service” are to these Terms of Service, as may be revised, amended or supplemented from time to time, and include any policies and documents incorporated herein;
1.2.2 the expression “written” or “in writing” means the representation or reproduction of words or symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form (including but not limited to, electronic mails) or otherwise;
1.2.3 the terms “include” and “including” are deemed to include the phrase "without limitation" immediately thereafter; and
1.2.4 references to “minting” of NFTs refer to the submission of data through the Services and digital assets as specified in the Services for the purpose of generating an NFT on the relevant Blockchain, accompanied by an associated uniform resource identifier (URI) which links the relevant NFT to the appropriate set of metadata intended to be associated with the relevant NFT, including such submitted data and digital assets.
1.3 In these Terms of Service, any reference to any legal entity or individual person includes, where appropriate, a reference to its authorised agents, delegates, successors or nominees. Expressions in the singular form include the plural and vice versa.
1.4 Any reference to any law, statute or regulation or enactment shall include references to any statutory modification or re-enactment thereof or to any regulation or order made under such law, statute or enactment (or under such a modification or re-enactment).
1.5 The headings used in these Terms of Service are for convenience or reference only and are not to affect the construction of or to be taken into consideration in interpreting these Terms of Service.
1.6 References to “Clauses” are to clauses of these Terms of Service.
2. OUR SERVICES
2.1 Game Items. The Services provide access to the Game, through which you may be able to use and deploy Game-related items in the form of digital assets (collectively with other Game-related assets, attributes or characteristics, whether or not transferable or tradeable, “Game Items”). Certain Game Items may be non-transferable and non-tradable (including with respect to any Game NFTs associated with such Game Items) from your Digital Wallet or Account, as the case may be (“Non-Transferable Items”). Game Items can be used in the Services in various ways that we make available, such as to represent in-Game assets that you can use while you play the Game. We make no promises or guarantees regarding the functionality, utility or value of any Game Items, and such Game Items may evolve and change as we update and modify the Game. The Company does not guarantee that Game Items will be transferable to or have any utility in connection with any other platform.
2.2 Game NFTs. Users of the Services may be able to mint certain Game Items as NFTs on the Blockchains (“Game NFTs”). By minting a Game Item as an NFT, you agree to comply with any terms, including licences or payment terms that are embedded within or otherwise included with any such Game Item (“Game NFT Terms”). Your ownership of Game NFTs will give you certain rights and privileges within the Services, for as long as we make the Services and such rights and privileges available to you. You are responsible for all payments, fees, and costs when engaging in any transactions involving Game NFTs, including, without limitation, the purchase price, transaction fees, fees associated with your secondary or subsequent sales of Game NFTs (“Secondary Sale Fees”), and all other fees associated with your use of the Game NFTs via the Services.
2.3 Transacting in Game NFTs. All transactions regarding Game NFTs are managed and confirmed on the Blockchain. You understand that your Blockchain public address may be made publicly visible whenever you engage in a transaction regarding any Game NFT. The Company is not and shall not be a party to any transaction or dispute between any initial minter of a Game NFT (other than any Game NFT that we mint) and any subsequent owner of such Game NFT (unless we are the owner of such Game NFT), whether arising from any rights granted in that Game NFT or otherwise, unless otherwise set forth in connection with such Game NFT.
2.4 Third-Party Marketplace. As at the date of these Terms of Service, the Services do not provide access to any in-Game marketplace for you to purchase, transfer and trade Game Items, and we do not directly sell any Game NFTs to users of the Services from us. However, through third-party exchanges and services, or other decentralised Smart Contract protocols (collectively, “Third-Party Marketplaces”), buyers and sellers can buy, sell and trade Game NFTs (other than Non-Transferable Items) with each other. We may charge a transaction fee on all transactions that involve Game NFTs. We do not own or control Third-Party Marketplaces, we do not control the transfer of cryptocurrency or digital assets, including Game NFTs, using these Third-Party Marketplaces, and we do not have the ability to cancel or reverse transactions via these Third-Party Marketplaces. Except as may otherwise be provided in these Terms of Service, we do not control or endorse purchases or sales of Game NFTs outside of the Services. We accept no liability for any aspect of the buyer and seller peer-to-peer interaction on the Third-Party Marketplaces.
2.5 Digital Wallets. To use certain of the Services, you need to link to the Services via a non-custodial digital wallet made available by one or more third parties, and that is compatible with the Ethereum network and the Services (each, a “Digital Wallet”). A list of supported wallets may be displayed by us, such as on the Website. Linking a Digital Wallet to the Services is required to be able to purchase, store, and engage in certain transactions using the Services, such as to connect your Game NFTs and tokens with the Services. We may not be able to help you recover assets associated with your Digital Wallet, as these are non-custodial wallets in your control. We do not own or control the assets associated with your Digital Wallet. We accept no responsibility or liability to you in connection with your use of a Digital Wallet and make no representations or warranties regarding how the Services will operate with any specific Digital Wallet. The private keys, credentials, passwords, seed phrases, or secret recovery passphrases necessary to decrypt or gain access to a Digital Wallet are held solely by you, and not by us. If you choose to transfer items from one Digital Wallet to another, such transfers will occur on the public Blockchain and we accept no liability or responsibility for any such transfer, including for any loss, data corruption, or other negative impact that may occur to your Digital Wallets or other assets when attempting to transfer assets between Digital Wallets. We reserve the right, with or without prior notice and in our sole and complete discretion, to discontinue, modify, or limit the operation of any Digital Wallet with the Services. You represent and warrant that you are the lawful owner of any Digital Wallet and that you are using that Digital Wallet under the terms and conditions of the applicable provider of the Digital Wallet. Digital Wallets are not associated with, maintained by, controlled by, or affiliated with us. If you have any issues with your Digital Wallet, please contact the applicable provider.
2.6 Consumptive Use. You acknowledge and affirm that you are acquiring Game Items, whether through the Third-Party Marketplace or otherwise through the Services, for purposes of use in connection with the Services and, in the case of the Game NFTs, to play the Game or for other collectible purposes, and in each case not for any investment or speculative purposes. Any economic benefit that may be derived from appreciation in the value of a Game Item (including any Game NFT) is incidental to obtaining it for its use in connection with the Services or its collectible purpose.
2.7 DISCLAIMERS WITH RESPECT TO THE SERVICES. ANY INFORMATION PROVIDED BY OR ON BEHALF OF THE COMPANY ON ANY PLATFORM OR THROUGH THE SERVICES IS FOR INFORMATIONAL AND ENTERTAINMENT PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS, NOR IS IT INTENDED AS, AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, ANY INTEREST IN ANY SECURITY, ENTITY, INVESTMENT VEHICLE OR CONTRACT, INCLUDING, BUT NOT LIMITED TO, WITH RESPECT TO GAME ITEMS.
3. ELIGIBILITY AND REGISTRATION
3.1 You must be at least 18 years old to use the Services. Though your linked Digital Wallet will function as a unique identifier for you in respect of your use of certain portions of the Services, we may additionally require you to register an account with us in order to use certain portions of the Services (to the extent applicable, your “Account”). To the extent that we require you to register for an Account, we will provide you with instructions on how to do so, and once registered, how to access, edit, and update your Account. In your registration for, editing, or updating of any such Account, you must provide the information that we require and you must ensure that any information you provide to us is complete, accurate, up-to-date, true and not misleading.
3.2 We may reject or accept your application(s), or limit the number of Accounts that you may hold, at our sole discretion. We may require additional information, documentation or clarification in respect of any application you make, and we reserve the right not to proceed with an application until we are satisfied it is in line with the Agreement. If you don’t provide us with the information we require, or if any of the information you provide is incomplete or inaccurate, your application may be rejected. If any of the information that you provide us in support of your application changes or becomes inaccurate, you must inform us in writing, and we may reconsider your registration status.
3.3 You are responsible for all activities conducted on your Account and you agree that you must:
3.3.1 keep your Account information (including login details and payment details) confidential and secure, and not provide any other person with access to your Account; and
3.3.2 promptly notify the Company if you suspect any unauthorised access to or use of your Account.
3.4 Without limiting its other rights and remedies, the Company reserves the right to block or deny access to, suspend or terminate your Account at any time in the Company’s absolute discretion, without giving any reason or prior notice and the Company shall not be liable or responsible for any claim, demand, action, proceeding, damage, liability, cost, loss or expense arising out of the same.
4. LICENCE
4.1 Subject to your compliance with these Terms, the Company hereby grants to you, a personal, limited, royalty-free, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the software provided to you as part of the Services (and, to the extent we offer you any software for download as part of the Services (such as the Game client), to download, install and execute a single copy of such software onto the equipment or device specified or approved by us). This license has the sole purpose of enabling you to enjoy the benefit of the Services as provided by us for your own personal, non-commercial use, in the manner permitted by these Terms. For the avoidance of doubt, you are not permitted to licence, sublicense or resell any of the Services. If you breach any obligation under the Agreement, the said licence will terminate automatically.
4.2 All rights not expressly granted to you hereunder are reserved by the Company, its third-party providers and other respective owners, if any.
4.3 If any of the Services contains software or code subject to open source licences, you must use such Services in accordance with the terms of the applicable open source licences.
4.4 Except for the licence granted under Clause 4.1, you have no other rights to the Services, and you shall not, and shall not permit any other person to, except as permitted in the licence grant above: modify, edit, copy, distribute, reproduce, publish, display, perform, license, sell, rent, lease, loan, create derivative works of, reverse engineer, alter, enhance, provide access to or in any way exploit the Services in any manner.
4.5 When you mint, purchase, acquire or otherwise receive a Game NFT, you own the Game NFT as a token on the Blockchain, but you do not own any Intellectual Property Rights in the related audiovisual assets, artwork, images for Game Items, and other Services-related content and content derived from the Services (“Services Content”) associated with such Game NFT except for the licence grants expressly set forth herein. If you lawfully acquire a Game NFT, then subject to your compliance with these Terms of Service, the Company hereby grants you a personal, limited, royalty-free, non-exclusive, non-transferable, non-sublicensable and revocable licence to use, copy, and display the Services Content that is specifically associated with such Game NFT, and solely for the following purposes: (a) for your own non-commercial and not-for-profit use within or related to the Services and not otherwise in conflict with these Terms or any other Services-related policies (e.g., not to create and sell merchandise related to such Services Content); (b) as part of any Third-Party Marketplace that permits the purchase and sale of your Game NFTs, provided that such Third-Party Marketplace cryptographically verifies that only the actual owner can display the Services Content in connection with their sale of their Game NFT; or (c) as part of a third-party website or application that permits the display, inclusion, involvement, or participation of your Game NFT, provided that the website/application cryptographically verifies the ownership of the Game NFT to ensure that only the actual owner can display the Services Content, and provided that the Services Content is no longer visible once the owner of the Game NFT leaves the website or application. This licence only lasts as long as you are the valid owner and holder of the Game NFT associated with the licensed Services Content. If you sell or transfer the Game NFT to another person, this licence will transfer to such other owner or holder of the Game NFT, and you will no longer have the benefits of such licence. All rights not expressly granted are reserved.
5. FEES AND PAYMENT
5.1 All pricing and payment terms for Game Items (where applicable) are as indicated at point of sale or otherwise on the Services, and any payment obligations you incur are binding at the time of purchase. You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which you have contracted to pay at the time of purchase. For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, shall impact or excuse your obligations with respect to any purchase. Whether a particular cryptocurrency is accepted as a payment method by the Company is subject to change at any time in the Company’s sole discretion.
5.2 When you purchase or otherwise acquire a Game NFT, you agree that you have read, understand, and agree to be bound by any Game NFT Terms applicable to the sale of that Game NFT, including any Secondary Sale Fees (regardless of whether such Secondary Sale Fees are enforced or supported by the Blockchain or Third-Party Marketplace that facilitates a secondary sale of a Game NFT). You further agree that you will bind any subsequent purchaser of the Game NFT to such Game NFT Terms.
5.3 Each Blockchain may require the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on such Blockchain, such Gas Fee to be based on the structure and composition of such Blockchain. This means that you may need to pay a Gas Fee for each transaction that occurs via the Services. Gas Fees may vary based on market conditions on the applicable Blockchain, and the Company shall have no liability to you in connection with the same.
5.4 You shall be responsible for all taxes arising under the Agreement, including, but not limited to, sales, use, gross receipts, excise value added, and goods and services taxes (but not including the Company’s income taxes), in addition to any duties, costs of compliance with export and import controls and regulations, and other governmental assessments, and, if applicable, withholding taxes.
6. YOUR RESPONSIBILITIES
6.1 By using the Services, you acknowledge and understand that laws regarding cryptographic tokens, including NFTs, may vary from jurisdiction to jurisdiction, and it is your obligation alone to ensure that you fully comply with any law, regulation or directive, relevant to your jurisdiction with regard to the use of the Services. You further represent and warrant that you will not use the Services if the laws of your country of residency prohibit you from doing so in accordance with these Terms of Service. For the avoidance of doubt, the ability to access the Services does not necessarily mean that the Services, or your activities through it, are legal under the laws, regulations or directives relevant to your jurisdiction.
6.2 Save as otherwise expressly permitted by the Company, you shall not, and shall not permit any other person, to:
6.2.1 download, modify, copy, distribute, transmit, translate, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any Services, any Services Content or any part thereof, except as expressly authorised under Clause 4 above;
6.2.2 use, offer, promote, advertise, make available, and/or distribute the following or assist therein:
(a) cheats (e.g., methods, not expressly authorised by the Company to influence and/or facilitate the gameplay in an unfair manner, including exploits of any in-Game bugs, and thereby granting you and/or any other user an advantage over other players not using such methods);
(b) automation software (bots) (i.e., any code and/or software, not expressly authorised by the Company, that allows the automated control of the Game or any other feature of the Services);
(c) hacks (i.e., accessing or modifying the software of the Services in any manner not expressly authorised by the Company);
(d) modifications (mods) not expressly authorised by the Company; or
(e) any other code and/or software, not expressly authorised by the Company, including third-party software, that can be used in connection with the Services which changes and/or facilitates the gameplay or other functionality of any component or feature of the Services;
6.2.3 attempt to trade, sell, rent, loan, lease, sublicense, grant a security interest in, or otherwise transfer any copy of the Services, any component thereof, or your rights to the Services to any other party in any way not expressly authorised herein;
6.2.4 use or introduce to the Services any data mining, crawling, “scraping”, robot, spider, crawlers or similar automated or data gathering or extraction method to access, acquire, monitor, extract, copy or collect any information or data from or through the Services, or engage in any manual process to do the same, provided, however, that the Company may, at its sole and absolute discretion, allow the use of certain third-party user interfaces;
6.2.5 access or use the Services in any manner that could interfere with, disrupt or impose an undue burden on the Services or any server or network connected to the Services or negatively affects the quality, availability, speed or functionality of the Services;
6.2.6 introduce a virus, Trojan horse, worm, time bomb, logic bomb or other malware to the Services, or other materials that are malicious or technologically harmful into our systems;
6.2.7 violate, bypass or circumvent any security measure intended to limit or prevent access to the Services, or otherwise attempt to gain unauthorised access to the Services, accounts registered to other users or to any computer systems or networks connected to the Services or any of the Company’s servers, whether through hacking, password mining, unauthorized use of another user's password/credentials or any other means;
6.2.8 interfere with, disrupt, modify, reverse engineer, disassemble, decompile, decode or derive source code from the Services (including any underlying idea or algorithm), or attempt to do any of the same;
6.2.9 circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Services;
6.2.10 use the Services for illegal, harassing, unethical, or disruptive purposes, including engaging in any conduct intended to disrupt or diminish the game experience for other players or disrupt operation of the Services in any way, including:
(a) disrupting or assisting in the disruption of any computer used to support the Services or any Game environment; or
(b) harassment, abusive behavior or chat, or conduct intended to unreasonably undermine or disrupt the Game experiences of others;
6.2.11 restrict, inhibit or interfere with use of the Services by any other user (including by hacking the Services);
6.2.12 introduce or otherwise distribute through the Services any computer program that damages, interferes with, intercepts, collects, releases or discloses any system, data or personal information of ours or any third party;
6.2.13 except as provided herein, make use of any of our trademarks, service marks, trade names or logos or those of any third party displayed on or through the Services, or modify or remove any copyright or other proprietary notice displayed on or through the Services;
6.2.14 use the Services or Services Data for any unlawful purpose, including in contravention of any Applicable Law (including sanctions laws and other laws relating to anti-money laundering, anti-bribery and corruption, tax evasion or similar tax crimes, including facilitation, and other financial crimes) or third-party rights; or
6.2.15 access or use the Services in any way not expressly permitted by these Terms of Service.
6.3 Additionally, you acknowledge and agree that you (and not the Company) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, software and services needed for you to access and use the Services, and paying all charges related thereto.
7. OWNERSHIP AND INTELLECTUAL PROPERTY
7.1 Except as expressly granted herein, all Intellectual Property Rights in and to the Services, the Services Content (including Game audiovisual assets and artwork), data, information, and other materials, shall vest and remain vested in the Company or its licensors.
7.2 You acknowledge and agree that:
7.2.1 the Services and Services Content contain confidential and proprietary information and you shall not conceal, modify, remove, destroy or alter in any way any proprietary markings of the Company on or in the Services, Services Content or any related materials and documentation;
7.2.2 the look and feel of the Services, including all page headers, custom graphics, button icons, and scripts, is the service mark, trade mark, and/or trade dress of the Company and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company;
7.2.3 all trade marks, logos, service marks, trade names, business names and all other product or service names or slogans (collectively, the “Trade Marks”) which appear in any of the Services are registered and unregistered Trade Marks or are licensed for use by the Company from third parties;
7.2.4 the Company’s Trade Marks are solely the property of the Company. The absence of a name, logo or other mark herein does not constitute a waiver of any and all Intellectual Property Rights that the Company has established. All other Trade Marks which appear on any Services or Services Content are the property of their respective owners;
7.2.5 nothing contained in any of the Services should be construed as granting, by implication or otherwise, any licence or right to use any Trade Marks displayed in any of the Services without the written permission of the Company or such third party who owns the Trade Mark; and
7.2.6 you shall not deal with or otherwise use any Trade Mark displayed in any Services and/or Services Content, contrary to the provisions of these Terms of Service.
7.3 The use or misuse of the Intellectual Property Rights of the Company or its licensors, except as expressly permitted by the Agreement, is prohibited. You shall notify the Company at gm@ao.xyz promptly upon becoming aware of any unauthorised access to or use of the Services or Services Content by any individual or entity or of any claim that the Services or Services Content infringes upon any Intellectual Property Rights of any third party.
7.4 You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by the Company and such third parties through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of the Company and such others. Accordingly, you shall protect the proprietary rights of the Company and all others having rights in the Services during and after the term of the Agreement and comply with all reasonable written requests made by the Company to protect its and others’ contractual, statutory, and common law rights in the Services and Services Content.
7.5 In connection with your use of the Services, you may be able to post, upload, or submit content to be made available through the Services (“Your Content”), such as user profiles, comments, user avatars, guild names, sound files, images, music files, game assets, and other user generated content. In order to operate the Services, we must obtain from you certain licence rights in Your Content so that actions we take in operating the Services are not considered legal violations.
7.6 Accordingly, by using the Services and uploading Your Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content to be able to facilitate and administer your access to and use of the Services. You agree that these rights and licenses are royalty-free, transferable, sub-licensable, worldwide, and irrevocable (for so long as Your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations.
7.7 As part of the foregoing license grant you agree that the other users of the Services shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify, or include a copy of Your Content as part of their own use of the Services; except that the foregoing shall not apply to any of Your Content that you post privately for non-public display on the Services.
7.8 By posting or submitting Your Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power, and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not violate or infringe the rights (including Intellectual Property Rights) of any third party, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.
8. INTERACTIONS WITH OTHER USERS
You are solely responsible for your interactions with other users and any other parties with whom you interact; provided, however, that we reserve the right, but have no obligation, to intercede in any disputes between users. The Services may contain User Content provided by other users. We are not responsible for and do not control User Content. We have no obligation to review or monitor, and do not approve, endorse or make any representations or warranties with respect to, User Content, including without limitation any User Content embodied by or otherwise made available through the Services. You use all User Content and interact with other users at your own risk. You agree that the Company will not be responsible for any liability incurred as the result of your interactions with other users. When interacting with other users you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting offline with other persons whom you don’t know. THE COMPANY ENTITIES ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE. NO COMPANY ENTITY WILL BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR INTERACTIONS WITH OTHER USERS OF THE SERVICE OR YOUR USE OF OR YOUR USE OF OR INABILITY TO USE ANY GAME ITEM PURCHASED FROM A SELLER.
9. TRANSACTIONS WITH THIRD PARTIES
Under no circumstances shall it be construed that, in the case of any services, products or programmes of any third party accessible through the Services, the Company is a party to any transaction between you and such third party or that the Company endorses, sponsors, certifies, or is involved in the provision of such services, products, applications or programmes of such third party. The Company shall not be liable in any way for any products obtained and/or purchased from or services rendered by any such third party which shall be the sole responsibility of the relevant third party.
10. UPDATES AND PATCHES
The Company (or a third party on the Company’s behalf) may deploy or provide patches, updates, and modifications to the Services that must be installed for you to continue to use the Services. The Company may update the Services remotely, including, without limitation, any aspect of the Services residing on your computer or game machine, without your knowledge or consent, and you hereby grant to the Company your consent to deploy and apply such patches, updates, and modifications as the Company, in its sole discretion, deems necessary or advisable. You also agree that the Company may change, modify, suspend, “nerf,” “buff,” discontinue, or restrict your access to any features or parts (including but not limited to Game Items, structures, resources, regions, factions, or lore) of the Services at any time without notice or liability to you.
11. FEEDBACK
11.1 This section does not apply to information supplied by you to the Services that can identify you personally. The Company believes in protecting your privacy. Please visit https://ao0-1.gitbook.io/spacebar-universe-1/docs/privacy-policy to review our current Privacy Policy, which also governs your use of the Services and Services Content, to understand our practices.
11.2 If you send or transmit any communication, including but not limited to feedback, questions, comments or suggestions to the Company, whether by letter, email, telephone or otherwise (collectively, “Feedback”), all such Feedback is, and will be treated as non-confidential and non-proprietary. You hereby assign to the Company all right, title, and interest in, and the Company is free to use, without any attribution or compensation to you, any ideas, concepts, know-how or techniques or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to enhancing the Services, or otherwise developing, manufacturing, licensing, marketing and selling products and services based on or containing such Feedback. You also understand and agree that the Company is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution. The Company may use aggregated and statistical data derived from usage of the Services.
12. DISCLAIMERS AND LIMITATION OF LIABILITY
Please read this section very carefully.
12.1 Nothing in these Terms of Service excludes, restricts or modifies, or is intended to exclude, restrict or modify, any guarantee, condition, warranty, right or liability implied by Applicable Law which cannot lawfully be excluded, restricted or modified.
12.2 You acknowledge and agree that there are risks associated with purchasing and holding NFTs and using blockchain technology. These include, but are not limited to, risk of losing access to NFTs due to loss of a PIN, wallet keys, seed phrases, two-factor authentication devices, or log-in information, user error when transferring NFTs, custodial error or purchaser error, smart contract error, risk of blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, and volatility risks. You acknowledge that you have obtained sufficient information to make an informed decision to mint, purchase or otherwise acquire a Game NFT, including carefully reviewing the code of the Smart Contract and the NFT, and fully understand and accept the functions of the same. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Services, and therefore the potential utility or value of your Game NFTs. Upgrades to any blockchain network or hard forks in such networks, or a change in how transactions are confirmed on such blockchain networks, may have unintended, adverse effects on all blockchains, including any that are related to your Game NFTs.
12.3 Nothing on or in the Services and the Services Content shall constitute or be construed as an offering of any currency or any financial instrument or as investment advice or investment recommendations (such as recommendations as to whether to purchase a currency or instrument) by the Company or a recommendation as to an investment strategy by the Company. The Company expresses no opinion as to the future or expected value of any currency, security or other interest. The Company does not explicitly or implicitly recommend or suggest any investment strategy of any kind.
12.4 YOUR ACCESS TO AND USE OF THE SERVICES AND THE SERVICES CONTENT ARE AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS (THE “COMPANY ENTITIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY ENTITIES MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY, OR RELIABILITY OF THE SERVICES AND THE SERVICES CONTENT; (B) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES AND THE SERVICES CONTENT; (C) THE OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE; (D) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; AND (F) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT, YOUR CONTENT, DATA, AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY ENTITIES OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. FOR CLARITY, WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO THE FUNCTIONALITY OF THE ETHEREUM BLOCKCHAIN AND/OR THE EXECUTION OF SMART CONTRACTS AND/OR TRANSACTIONS THEREIN.
12.5 To the maximum extent permitted by Applicable Law, you agree that you will bring any claim or cause of action arising from or relating to your access or use of the Services and/or Services Content against the Company within two (2) years from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived.
12.6 IN NO EVENT SHALL THE COMPANY ENTITIES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR ACCESS TO OR USE OF THE SERVICES AND THE SERVICES CONTENT OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY, OR USE THE SERVICES AND THE SERVICES CONTENT; ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE AND THIRD-PARTY SERVICES AND PRODUCTS OBTAINED THROUGH THE SERVICES; OR OTHERWISE ARISING OUT OF THE ACCESS TO OR USE OF THE SERVICES AND THE SERVICES CONTENT WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.7 IN NO EVENT SHALL THE COMPANY ENTITIES BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE GREATER OF: (i) US$100 AND (ii) THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY FOR THE SERVICES (OR SERVICE-RELATED OFFERINGS PURCHASED ON THE SERVICES, IF APPLICABLE) DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THIS CLAUSE REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS CLAUSE WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS OF USE IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
13. INDEMNIFICATION
Except to the extent prohibited under Applicable Law, you shall indemnify, defend and hold harmless the Company Entities and their consultants, contractors, service providers, successors and assigns from and against any and all suits, actions, proceedings and claims by third parties and all losses, liabilities, damages, judgments, costs and expenses (including reasonable attorneys' fees) arising out of, relating to or in connection with: (i) your use (or misuse) of or access to the Services and/or Services Content; (ii) your violation of any obligation under the Agreement; (iii) your violation of any Applicable Law (including any applicable privacy laws and regulations); (iv) Your Content; or (v) your negligence or wilful misconduct. The Company reserves the right, at its own cost, to assume the exclusive defence and control of any matter subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defences and in the conduct of such defence.
14. CONFIDENTIALITY
14.1 During your access and use of the Services and Services Content, you may obtain the Company’s Confidential Information. Subject to the Agreement, you agree to treat all of the Company’s Confidential Information as strictly confidential and shall not use or disclose such Confidential Information to any third party without our prior written consent. You agree to take proper care and all reasonable measures to protect the confidentiality of Confidential Information in accordance with all Applicable Law and applying not less than the same standard of care as you would apply to your own confidential information but not less than a reasonable standard of care.
14.2 Upon termination of your access to our Services, or at our request, you agree to destroy or return to us all of our Confidential Information in your possession or control and certify to us that this has been done. The confidentiality obligation continues to apply if any of our Confidential Information remains in your possession or control.
15. MODIFICATION TO THE SERVICES
At any time and in the Company’s sole discretion, the Company may (in whole or in part) modify, suspend or discontinue the Services and/or any Services Content without notice, for any reason. We shall have no liability to you or to any third party for any such modification, suspension or discontinuance.
16. ENFORCEMENT
The remedies available to the Company under the Agreement are cumulative and in addition to any others available to the Company. The Company may seek all remedies available to it at law and in equity for any violation of the Agreement. The Company may suspend, terminate or block your access to the Services and/or the Services Content (in whole or in part) for any violation, or suspected violation as we determine, without notice to you. Your violation of the Agreement shall be considered a breach of contract. We reserve the right, but do not assume any obligation, to investigate any suspected violation of the Agreement or any misuse of the Services. In addition, we further reserve the right to report any activity, data or persons to, and otherwise cooperate with: (i) law enforcement authorities; (ii) financial regulators; (iii) system administrators at Internet service providers, networks or computing facilities; and (iv) providers and/or third-party vendors if we suspect that you have violated the Agreement or that you have violated any Applicable Law. You acknowledge that such reporting or cooperation may include, without limitation, providing information relating to you and/or your use of the Services, including without limitation your email address, IP address or other identifying information, to law enforcement authorities, financial regulators, third-party providers, vendors or system administrators. Further, we may disclose any information we think necessary to comply with Applicable Law or other legal process or governmental or regulatory request.
17. GOVERNING LAW; SUBMISSION TO JURISDICTION
17.1 The Agreement and any and all claims, disputes or other legal proceedings by or between you and us, including but not limited to any claims or disputes that are in any way related to or arising out of the Agreement or your use of or access to the Services and Services Content, shall be governed by and construed in accordance with the laws of the British Virgin Islands, without regard to any principles of conflicts of law.
17.2 You irrevocably submit to the non-exclusive jurisdiction of the courts of the British Virgin Islands and consent to the service of process (whether personal or otherwise) by prepaid post (ordinary or registered) to your last known address in the Company’s records which shall be conclusively deemed to be received by you on the day following such posting despite any evidence to the contrary.
17.3 You acknowledge that any breach of either of Clause 6 (Your Responsibilities) or Clause 7 (Ownership and Intellectual Property) would cause immediate and irreparable harm to the Company, for which monetary damages would not be sufficient, and that, in addition to all other remedies available to the Company at law or in equity, the Company shall be entitled to seek injunctive relief without proof of damages or the posting of bond or other security in the event of such a breach or threatened breach.
18. TERMINATION
18.1 If you want to terminate the Services, you may do so by (a) notifying us at any time; and (b) closing your Account; provided, however, that notwithstanding any such termination and for the avoidance of doubt, these Terms of Service will continue to apply with respect to any Game Item owned by you and all of Your Content. These Terms of Service remain in full force and effect while you use the Services.
18.2 You acknowledge and agree that the Company, in its sole and absolute discretion, may (i) stop providing support for or access to the Services at any time, for any reason or no reason, and (ii) terminate your right to use the Services and terminate these Terms immediately at any time without notice or liability to you. The Company shall not be required to provide benefits or other compensation to users in connection with any discontinued Services. Where necessary, the Company will use reasonable efforts to provide reasonable advance notice when it discontinues any Services.
18.3 In the event of termination of these Terms or your rights or licence granted hereunder, you must (i) cease to use the Services; (ii) immediately and permanently remove from all of your devices all aspects of the Services in your possession and control. Upon termination of these Terms for any reason, all licenses granted herein shall be automatically terminated.
18.4 No termination of the Agreement shall limit or affect rights or obligations that accrued prior to the effective date of termination or expiration (including without limitation payment obligations). Clauses 7 (Ownership and Intellectual Property), 12 (Disclaimers and Limitation of Liability), 13 (Indemnification), 14 (Confidentiality), 17 (Governing Law; Submission to Jurisdiction), 18 (Termination) and 20 (General) shall survive any termination or expiration of the Agreement.
19. FORCE MAJEURE
In no event shall the Company be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, infectious diseases, epidemics, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. Our performance under the Agreement is subject to existing laws and legal process, and nothing contained in the Agreement limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of the Services, or any information provided to, or gathered by, us with respect to such use.
20. GENERAL
20.1 The Agreement, and any other terms or documents referenced therein, including our Privacy Policy (which can be accessed at https://ao0-1.gitbook.io/spacebar-universe-1/docs/privacy-policy), constitute the entire agreement between you and the Company relating to your use of the Services and supersede all prior or contemporaneous communications, whether electronic, oral or written, between you and the Company with respect to the Services. A printed version of the Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
20.2 You agree that no joint venture, agency, partnership, or employment relationship exists between you and the Company Entities as a result of the Agreement or use of the Services.
20.3 The Agreement, and any rights and licenses granted thereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void.
20.4 If any provision of the Agreement, including, but not limited to, the warranty disclaimers and limitations of liability set forth in these Terms of Service above, is determined to be invalid or unenforceable under Applicable Law, such provision shall be construed, limited or if necessary severed to the extent necessary to eliminate such invalidity or unenforceability and the validity of the other provisions of the Agreement and the remainder of the provision in question shall not be affected but shall remain in full force and effect.
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