Terms of Use

Last Updated: [June 25, 2025]


These Terms of Service and End User License Agreement (these “Terms”) are an agreement between you and Nexpace (the “Company”, “we”, “our” or “us”).  These Terms govern the access to and use of the platform operated by us, which comprises our websites, mobile applications, forums, marketplaces, blogs, hubs, tools, protocols, games, interactive software products and services, and any supporting servers used to deliver our services (collectively, the “Platform”) and the community which consists of Platform and third-party integrations to the Platform, including decentralized applications (“Dapps”) developed by third parties (“MSU Community”), by all end users (“Users”). The Platform includes a gaming community, including but not limited to MapleStory Universe: MapleStory Universe Web (the “MSU Web”), MapleStory N (“MSN”) and other projects in the MSU Community.

 

By accessing and using the MSU Community, you (i) agree to these Terms and the Additional Terms (as defined below), (ii) affirm that you are at least nineteen (19) years of age, or the age of legal majority in your jurisdiction, whichever is higher and (iii) agree that you will act in full compliance with the relevant laws and regulations in your jurisdiction.  You may not access and use the MSU Community if you (A) do not agree to these Terms and the Additional Terms, (B) are prohibited from accessing or using the MSU Community under relevant laws and regulations, (C) are under nineteen (19) years of age, or the age of legal majority in your jurisdiction, whichever is higher, and/or (D) are a Prohibited User (as defined below) (“Prohibitions”).

 

The following persons are prohibited from using the MSU Community and/or any service or content in relation to the MSU Community (each, a “Prohibited User”): (i) persons who appear on the Office of Foreign Assets Control (OFAC) of the United States Department of the Treasury’s Specially Designated Nationals and Blocked Persons List (SDN), United States Department of Commerce’s Denied Persons List or other similar lists; (ii) persons who are nationals or residents of Cuba, Iran, North Korea, Syria, Crimea, Donetsk, Lugansk or any other country, territory, or jurisdiction that is embargoed by the United States or the United Arab Emirates in each case as listed in Exhibit A of these Terms (collectively, the “Restricted Regions”); (iii) persons, or their affiliates, whose accounts have been subject to termination for cause; (iv) persons who are not individual natural persons, and (v) a person who, directly or indirectly, uses, employs, operates or creates a computer program to simulate the human behavior of a User (“Bots”).  We reserve the right to modify Exhibit A at our sole discretion.

 

By accessing and using the MSU Community, you are representing and warranting that (i) you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and the Additional Terms and to abide by and comply with these Terms and the Additional Terms, and (ii) you are not a Prohibited User.

 

We may implement controls to restrict your access to the MSU Community in any jurisdiction from which the use of the MSU Community would be prohibited.  You agree to comply with any such restrictions, notwithstanding whether such controls to prevent your use of the MSU Community ends up not being effective or can be bypassed by you.  You represent and warrant that you will not access or use the MSU Community or any of its feature in any way that is prohibited, illegal, or otherwise restricted in your jurisdiction.

 

If you violate applicable laws and regulations, governmental policies, court orders and judgments, the terms and conditions set forth in these Terms, notices that we may publish or deliver, or if we otherwise determine at our reasonable discretion that your actions disrupt the normal and healthy operations of the MSU Community, you may be subject to certain sanctions, including those specified in our operation policy.  You agree and acknowledge that sanctions may be imposed against you in order for us to maintain order and safe usage culture in the MSU Community, protect third party rights, comply with relevant laws and regulations, which sanctions may include, among other measures, (i) permanent restriction on use, (ii)  recovery, revocation or confiscation of Digital Assets (as defined below) to the extent permitted under relevant laws and regulations, and to the extent possible from a technical perspective, whether on-chain or off-chain, (iii) suspension (freezing) of your wallet or account, which can result in suspension of Digital Assets inside your wallet, or suspension of transfer within or outside the Platform, (iv) suspension/restriction of transactions, (v) collection of unjust enrichment, and (vi) restoration to original condition.   In addition, you agree and acknowledge that (x) you shall fully cooperate with any measures that we, or our affiliates, may be required to take (whether or not set forth in these Terms or our operation policy) pursuant to relevant laws and regulations, governmental policies, court orders and judgments, and (y) sanctions may be imposed, and/or your information may be provided to the relevant authority pursuant to such measures being taken.  The aforementioned sanctions may apply to any part of your use of the MSN Community, including your use of the Platform or dApps.  You agree and acknowledge that we have full discretion, to the extent permitted by applicable laws and regulations, to take the foregoing measures.

 

Please review these Terms and the Additional Terms carefully before using the MSU Community as they set forth a legally binding agreement between you and the Company. If you do not fully understand these Terms and the Additional Terms, you should not access and use the MSU Community. The Company has no continuing obligation to operate the MSU Community and may change these Terms and/or the Additional Terms or modify, suspend, or terminate any features of the MSU Community at any time in its sole discretion with no liability whatsoever in connection thereto.  Any changes to these Terms and/or the Additional Terms shall be effective immediately when we post them.  By continuing to use the MSU Community, you would be deemed to have accepted such changes to these Terms and/or the Additional Terms.  In the event of termination of these Terms, the rights and duties of the Company and the User hereunder will terminate, provided that Articles III, IV, V, VI, XI through XV and any other provisions of these Terms which by their nature are meant to survive expiration or termination will remain in effect.

 

YOU CONSENT TO ENTERING INTO THESE TERMS ELECTRONICALLY, AND TO THE STORAGE OF RECORDS RELATED TO THESE TERMS IN ELECTRONIC FORM BY COMPANY.

 

I. SCOPE OF THE TERMS II. THE PLATFORM AND THE MSU COMMUNITY III. USE OF THE MSU COMMUNITY IV. LICENSE TO USE NFT V. CONTENT POSTED BY USERS VI. INTELLECTUAL PROPERTY AND CLAIMS OF INFRINGEMENT VII. GAME ITEMS, NXPC, NESO, NFT AND FT VIII. CODE OF CONDUCT IX. THIRD PARTY SERVICES, CONTENT, AND NETWORKS

X. FEES AND PAYMENT

XI. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

XII. INDEMNIFICATION

XIII. GOVERNING LAW AND DISPUTE RESOLUTION

XIV. MISCELLANEOUS

XV. CONTACT US

XVI. COMMUNICATIONS & TEXT MESSAGES

 

I. SCOPE OF THE TERMS

These Terms set forth the rules and guidelines that govern use of the Platform and the MSU Community by all Users.

 

II. THE PLATFORM AND THE MSU COMMUNITY

Notwithstanding any other provisions set forth herein, the provisions of this Article II (The Platform and the MSU Community) shall take precedence over any other provisions of these Terms as they relate to the relevant services in the event of any inconsistency.  To use certain functions of the MSU Community and third party services, content, and networks referenced in Article IX, you may be subject to certain screening and ongoing monitoring procedures applicable or may have to complete certain know your customer (“KYC”) and know your transaction (“KYT”) verifications.  In addition to KYC and KYT verifications, you may also be required to meet additional requirements, including but not limited to retaining at least minimum threshold amount of Digital Assets in your wallet to verify your legitimacy of your account.

 

Each of the services provided on the Platform and transactions supported through the Platform may be changed, delayed, suspended, resumed, or terminated at any time in accordance with requests from the government, investigative authorities, courts, orders, judgments, regulatory compliance needs, blockchain network environments, and/or our operation policy.  Your use of all or part of the services may be restricted if you fail to satisfy the conditions required under relevant laws and regulations, these Terms.

 

1.      General

a.     Managing Items and Digital Assets. Users may set up their accounts and access features through the Platform.  In addition, Users may review and manage digital assets, including but not limited to digital items, characters, tokens used in the MSU Community, non-fungible tokens (“NFTs”), fungible tokens (“FT”), such as NXPC and NESO, and any other digital representations which can be minted into or exchanged into other digital assets (“Digital Asset”).

 

b.     Using of NXPC and Issuance of Items. You may use NXPC earned through rewards or purchased through a third party digital asset exchange, upon which you would be eligible to receive, in accordance with an automated pre-set protocol operating under a pre-determined formula (the “Protocol”) which may be modified at any time at our sole discretion, certain off-chain digital items available in our digital item pool.  Upon receipt of such digital items, you may mint such items, pursuant to which such items shall become an NFT on a blockchain network.  For the avoidance of doubt, all digital items will be issued in accordance with the Protocol or supported blockchain networks which may be amended without prior notice to the maximum extent permitted by law.

 

c.     Digital Asset Rewards. You may earn certain Digital Assets which may be distributed from time to time for free by participating in certain Dapps, challenges or marketing campaigns on the Platform, or by completing certain tasks.

 

d.     On/Off-chain Transaction: By satisfying certain conditions and to the extent permitted under the Protocol you may mint off-chain digital items, which may at any time be specified by us, which may be converted into on-chain Digital Assets.

 

e.     On-chain Digital Asset Conversions: By satisfying certain conditions and to the extent permitted under the Protocol, you may convert various on-chain Digital Assets to other types of Digital Assets. The type of Digital Assets subject to such conversion, together with the relevant conversion mechanism (including conversion rate, fees, conversion limit) may be modified from time to time at our sole and absolute discretion.

 

f.      Cross-network Digital Asset Transfers: By satisfying certain conditions and to the extent permitted under the Protocol, certain eligible Digital Assets may be eligible for cross-network token transfer (bridge) through the use of a set of decentralized open-sourced smart contracts. The type of Digital Assets with respect to which would be supported by the aforementioned bridge function, the bridge limit amount, and/or the applicable blockchain network may be modified from time to time at our sole discretion.  Cross-network token transfers, and any Digital Assets minted therefrom may be affected by third-party goods or services, dApps, and/or blockchain networks.

 

g.     No Cancellation or Revocation: All acts of using/minting/obtaining any Digital Asset or any types of on-chain or off-chain transactions including but not limited to transfer, swap, conversion or bridging on the MSU Community are final, and may not be cancelled or revoked upon confirmation of such acts by the Platform or the Protocol.

 

h.     Fees and other Measures: Fees and expenses incurred in connection with transactions requested by a User shall be borne by such User unless otherwise determined by us.  A transaction may be fully, or partially restricted in the event of User’s failure to satisfy relevant conditions, including User’s failure to provide required information.  Any transaction or request thereof may be suspended in the event of market price fluctuations, technical errors, User’s violation of the applicable laws and regulations, and/or any misconduct by the User, and any loss arising therefrom shall be borne by such User.  In addition to the foregoing, we may take additional measures as required under relevant laws and regulations.

 

2.      MSU Marketplace

MSU Marketplace is a marketplace where Users can trade and transact using certain NFT generated and obtained through the MSU Community.  You may agree with other Users to trade any NFT that meets the conditions prescribed in the Protocol on the MSU Marketplace.

 

3.      MSN Game

a.     Overview. MSN PC or mobile games that are made available through the MSU Community.  MSN Game is a decentralized application operating on a blockchain network that allows its users to obtain, search, use, and/or transfer certain Digital Assets.

 

b.     Operational guidelines. Separate operational guidelines, which would be applicable to each game and may be updated from time to time, would be made available on a real-time basis through MSN Web, the game portal website for MSN.  The most up-to-date version of any such operational guidelines would be deemed as the applicable operational guidelines for the relevant game.

 

c.     Item Enhancements. Depending on how a particular MSN Game is configured, you may enhance or change your Digital Assets (e.g., game items, NFTs, FTs), after payment of a certain fee or digital asset, the value and pricing over which the Company and/or its affiliates have no control.  Any such enhancements may yield different results based on the Protocol, and such results are final, and may not be cancelled or revoked.  Any such enhancements may or may not cause decrease or increase in the value of your Digital Assets, and/or cause your Digital Assets to have different characteristics or use potential.

 

d.     Acquisition of Digital Assets. Prior to or after the official launching of MSU Community or MapleStory IPs, Users may participate in promotional campaigns for the MSU Community or MapleStory IPs and obtain Digital Assets as rewards based on their participation.  These Terms shall fully apply with respect to any Digital Assets obtained pursuant to any participation in promotional campaigns.

 

III. USE OF THE MSU COMMUNITY

A. Ownership to MSU Community. The MSU and Third Party IP (as defined below) are the proprietary property of the Company and/or its affiliates, licensors, or users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests protected pursuant to copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.   The Company and its affiliates, as applicable, reserve all of their rights in connection with the MSU Community and its content, including, without limitation, the MSU IP (as defined below).

 

B.    Limited License. Subject to these Terms, you may access and use the MSU Community to operate systems intended to be operated on the MSU Community on devices that you own or control for your personal, non-commercial, entertainment use only.  Subject to your compliance with these Terms, the Company and its affiliates grant you a non-exclusive, limited, revocable, non-sublicensable and non-transferable license to use the MSU Community and the MSU IP to the extent necessary for such use.  Unless expressly permitted in these Terms, you may not modify (other than to the extent specifically enabled by the user interface of the MSU Community), reproduce (except for a single backup copy and transient copying required to operate the MSU Community), distribute, transmit, display, perform, reproduce, publish, create derivative works from, adapt, sell, rent, lease, sublicense, or otherwise transfer or make available on the MSU Community any portion of such MSU IP or your license thereto.  Without limiting the generality of the foregoing, you agree that you have no right to sell or otherwise transfer your account or any off-chain Digital Asset, including without limitation any game items, off-chain NXPC, off-chain NESO, off-chain NFT, off-chain FT, or any other content or information from the MSU Community, in whole or in part, on internet auction sites (such as eBay or IGE), exchanges, hack sites, private server sites, gold farming sites, or any other third party sites or forums or in return for anything of value (whether fiat currency or otherwise).  You agree and acknowledge that you have no rights in relation to the MSU Community unless expressly granted to you under these Terms.  The Company and its affiliates reserve the right to unilaterally rescind and terminate any licenses granted to you under these Terms if you breach any provision of these Terms.

 

C.    Additional Terms. Some portions of the MSU Community may be subject to and governed by additional terms, conditions, rules, or guidelines on permissible use provided by the Company (the “Additional Terms”).  We will make the Additional Terms available to you through appropriate means, and your acceptance of the Additional Terms is required in order for you to use applicable services.  All of the Additional Terms will form part of these Terms.  In the event of any inconsistency between these Terms and the Additional Terms, the Additional Terms shall prevail.

   

D. Eligibility. By accessing and using the MSU Community, you represent that you are not subject to any of the Prohibitions.

 

E. Account Registration and Wallet. To use the MSU Community, we require you to create an account with us.  In order to create an account with us, you are required to (i) use a pre-existing electronic wallet opened through MetaMask or other third-party wallet linked, (ii) open a new electronic wallet with MetaMask or other third-party wallet, (iii) link a wallet opened through another third party service provider with MetaMask or other third-party wallet (each such electronic wallet in prongs (i) through (iii), a “Third Party Wallet”), or (iv) link a wallet opened through the Company (such wallet, and together with each “Third Party Wallet”, the “Wallet”).

 

If you are not signed into your account opened with the Company, you may not be able to access some portions or features of the MSU Community.  When creating an account, you agree to provide accurate and complete information and to maintain and promptly update such information as necessary and you represent and warrant that you will be providing accurate and complete information and maintaining and promptly updating such information as necessary.  You are prohibited from creating and managing multiple accounts with the intent to disrupt the MSU community or engage in any activities that may cause confusion, including, but not limited to, the manipulation of gameplay or digital asset-related activities within the MSU community.  You agree to keep your username and password for your account opened with the Company confidential and secure and not to use the same password that you use for other websites or services.  You will immediately notify us if you discover or otherwise suspect any unauthorized access to or use of your account.  You may not allow any third party to use your account.   

 

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF YOUR ACCOUNT IS SUBJECT TO YOUR COMPLIANCE WITH THE TERMS AND THE ADDITIONAL TERMS.  We do not recognize or allow the transfer of accounts between Users.  You may not, and may not offer to, purchase, sell, gift, or trade any account.  Any such attempt shall be immediately deemed null and void and may result in the termination and forfeiture of the account.  In response to a violation of these Terms or Additional Terms by a User, we may, without prejudice to any other rights and remedies, (i) suspend or terminate the User’s account or access to the MSU Community, and/or (ii) remove any content that the User has made available on the MSU Community.  We may terminate and delete any account and (unless prohibited by applicable law that cannot be waived) forfeit all content licenses and any necessary off-chain Digital Asset balances remaining in an account which has been dormant for more than two years or as may be required by applicable law.

 

F. Account Termination. You may cancel and terminate your account at any time by visiting the Delete Account option on your My Page screen.  It is your responsibility to properly cancel and terminate your account with us.  We may choose to verify your identity following your request for cancellation or termination of your account with us, and before we close your account.  You acknowledge and agree that upon cancellation or termination of your account, your personal information (including any blockchain information) might not be permanently deleted, and we reserves the right to retain, and process your personal information in accordance with our privacy policy, where such retention and/or processing may be necessary for legal, regulatory compliance, accounting, or business purposes.

 

G.   Removal/Recovery. To the maximum extent permitted under relevant laws and regulations, we may in our sole discretion and without a prior notice suspend, remove, rollback or recover from the MSU Community, any User account, content or Digital Asset.  You agree and acknowledge that we are not liable for any loss that may result from such suspension or removal and would not be required to refund any asset that User maintains on its account.

 

H.    Updates. We may provide you with updates in connection with your access or use of the MSU Community as they become available in our sole discretion.  You acknowledge and agree that we may provide updates to you remotely and automatically, including without limitation by accessing the device on which you use the MSU Community.  Any updates provided or made available by us will form part of these Terms and be binding on you. 

 

I.      Export Controls. You agree to abide by all applicable export laws and regulations when using the MSU Community.

 

IV. LICENSE TO USE NFT

A.    User License to NFT. In the event you acquire NFTs in connection with your use of the MSU Community through valid and lawful means in compliance with these Terms, any Additional Terms and relevant laws and regulations, you will be granted, subject to your continued compliance with these Terms, any Additional Terms and relevant laws and regulations, a worldwide, non-exclusive, non-transferrable (except by the sale or transfer of the relevant NFT as described in Section B below), non-sublicensable, royalty-free license to use, copy, and display the MSU IP contained in such NFTs solely for the following purposes: (a) for your own personal, non-commercial use, (b) in connection with your use of the MSU Community, or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of the relevant NFT, provided that the website/application cryptographically verifies your control over the relevant NFT (the “User License”).

The User License will be effective only if you remain the lawful and valid owner and possessor of the relevant underlying NFT.  Upon sale or transfer of the relevant NFT to a third party, the User License associated therewith, together with all rights and liabilities in relation to such User License, will be concurrently transferred to the relevant third party.

 

B.    Restrictions on License. You agree that you may not, and may not permit any third party to, engage or attempt to engage in any of the following without our express prior written consent: (a) modify the relevant NFT in any way, including, without limitation, modifying the shapes, designs, drawings, attributes, or color schemes thereof; (b) use the relevant NFT to advertise, market, or sell any third party product or service; (c) use the relevant NFT in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (d) other than as expressly permitted by these Terms, sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the relevant NFT; (e) attempt to trademark, copyright, or otherwise acquire or register additional intellectual property rights in or to the relevant NFT; or (f) otherwise utilize the relevant NFT for your or any third party’s commercial benefit.

 

C.    Third Party IP. If the NFT you acquire contains any trademarks, service marks, product names, names, logos, symbols, designs, slogans, trade names, or other designations or combinations of the preceding items (“Trademarks”), any pictorial, graphic, visual, audio, audio-visual, digital, literary, animated, artistic, dramatic, sculptural, musical or any other type of creations and applications, whether finished or not (“Works”), or any other content or elements protected by intellectual property right, each of which is owned by a third party and Company and/or its affiliates do not have the right to use or exploit (collectively, “Third Party IP”), you understand and agree that: (a) you will not have the right to use such Third Party IP in any way except as incorporated in the NFT and subject to the license and restrictions contained herein; (b) depending on the nature of the license granted from the owner of the Third Party IP, we may need to (and reserves every right to) examine and separately approve your ability to use the NFT; and (c) to the extent we inform you of such additional restrictions in writing, you will be responsible for complying with all such restrictions from the date that you receive the notice, and failure to do so will be deemed a breach of the relevant User License.

 

V. CONTENT POSTED BY USERS

A.    You are and will remain solely responsible for all communications, images, videos, sounds, content and any other materials or information that you make available on the MSU Community, including without limitation any text, voice transmissions or recordings, or gameplay clips/screenshots (the “User Content”).

 

B.    Subject to these Terms and any Additional Terms, you are granted a limited, personal, worldwide, non-exclusive, non-transferrable, non-sublicensable, revocable, royalty-free license to use, copy, display, and create derivative works of MSU IP as provided and permitted by us for the creation and display of User Content, solely for non-commercial use.

 

C.    Unless separately approved by us and/or the relevant third party, as applicable, on a case-by-case basis, commercial use of MSU and Third Party IP and User Content, whether on or outside of the MSU Community, is prohibited as described below.

  • You may not demand nor receive monetary compensation from others for creating User Content, regardless of its pretext.

  • You may not sell, assign, publish, distribute, license, or otherwise provide access to User Content or MSU and Third Party IP in return for monetary compensation.

  • You may not submit your User Content or MSU and Third Party IP to competitions that provide monetary incentives, or that may make commercial use of your submissions.

  • Our prior written approval is required for generating any monetary benefit, whether within or outside the MSU Community, from the use of content or items based on or derived from MSU and Third Party IP whose use within the MSU Community is allowed.

 

D.    You represent and warrant that the User Content that you make available on the MSU Community will not:

  • Infringe Third Party IP. You represent and warrant that you own or have all necessary licenses, rights, consents, and permissions to make the User Content available on the MSU Community and that the User Content does not violate any applicable laws, these Terms, or any third party’s right of privacy or publicity.

  • Promote unauthorized sweepstakes or contests, any lottery, or any gambling of any type.

  • Post or encourage hate speech, discriminatory language, obscenities or disruptive language.

  • Threaten or harass (including doxing) another User or Company, regardless of language used.

  • Prevent or impede other Users from finding information related to the MSU Community.

  • Facilitate or promote conduct that in the sole discretion of Company involves or encourages illegal content, pornography, advertisements, piracy, self-harm or harm of others, online pharmacies, illegal drugs, underage drinking, or socially irresponsible behavior due to alcohol or drug consumption (such as drinking and driving).

  • Instruct Users how to make bombs, weapons, drugs, illegal or illicit or dangerous items, or solicit involvement in behavior or organizations that are violent or illegal under applicable laws, including without limitation terrorist threats or activities.

  • Otherwise violate applicable laws and regulations.

 

E.    You acknowledge and agree that we may (but are not required to) moderate, monitor, review, record any User Content (including the content of your oral or written communications) that you make available on the MSU Community and may, without prior notice to you and in our sole judgment, remove the User Content for any or no reason, at any time.  You agree that such monitoring or recording can be made using software that may be installed when you download software to gain access to or use the MSU Community.  Unless required by law, we assume no liability for any failure to remove, or any delay in removing, the User Content and do not assume any responsibility or liability for the use and/or storage of the User Content.

 

F.     You hereby grant as consideration for the right to use the MSU Community and potential earning opportunities associated with such use, Company and its affiliates a royalty-free, perpetual, irrevocable, fully transferable and sub-licensable (including to a User and to a Non-User), non-exclusive, worldwide right and license to use your User Content in any and all media in any manner and for any purpose (including without limitation commercial, advertising, and promotional purposes) to the greatest extent permitted by applicable law, including without limitation the rights to host, store, transfer, transmit, localize, publicly display, publicly perform (including by means of digital audio transmissions and on a through-to-the-audience basis), reproduce (including in timed synchronization to visual images), copy, modify, amend, enhance, publish, distribute, broadcast, or create derivative works from or adapt, transform, use or otherwise exploit by any means whether now known or unknown without any further notice or compensation (other than that stated above) to you of any kind.  To the extent permitted by applicable law, you waive any moral rights of paternity, publication, reputation, or attribution with respect to our and other Users’ use and enjoyment of the User Content in connection with the MSU Community.  The license granted to us and the above waiver of any applicable moral rights shall survive any termination or expiration of these Terms.

 

VI. INTELLECTUAL PROPERTY AND CLAIMS OF INFRINGEMENT

A. MSU IP. The Works, Trademarks, and any other content or elements protected by intellectual property rights, including but not limited to interfaces, text, graphics, trademarks, design, information, artwork, data, code, products, software, sound files, the selection and arrangement thereof, and all other elements comprising or made available through the MSU Community (including any updates thereto) (“MSU and Third Party IP”) are protected under the copyright, trademark laws, proprietary rights and laws, and other intellectual property rights and laws.  Company and/or its affiliates or their licensors own and retain, solely and exclusively, all rights, title, and interest in MSU and Third Party IP that is not Third Party IP, including but not limited to any copyrights (including the exclusive right to create derivative works), trademark rights (including those to the MSU Marks, as defined below), trade secret rights, patent rights, database rights and other intellectual property and proprietary rights therein including but not limited to the “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, urls, and scripts) of the MSU Community (“MSU IP”).  Except as allowed in these Terms, you may not use any MSU IP contained in the MSU Community unless you obtain a separate permission from Company and its affiliates.  Company and its affiliates reserve all rights to the MSU IP not expressly granted under these Terms.

 

B.    MSU Marks. Trademarks (as defined above) displayed on or in connection with the MSU Community, including but not limited to Company’s name and logo, and the names of any Company product (“MSU Marks”), are the intellectual property of Company and/or its affiliates, whether registered or unregistered in the United Arab Emirates and/or other countries.  The MSU Marks may not be copied, imitated or used, in whole or in part, without the prior written permission of Company and/or relevant affiliates. You may not use any metatags or other “hidden text” utilizing any MSU Mark or any other name, trademark or product or service name of Company and/or its affiliates without the prior written permission of Company and/or relevant affiliates.

 

C.    Third Party IP. All other Third Party IP mentioned on the MSU Community or contained in the content linked to or associated with any NFTs displayed on the MSU Community 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 us.

 

D. No Right to Use. You are granted no right or license with respect to any MSU and Third Party IP unless explicitly permitted by these Terms or prior written consent is provided by Company and its affiliates or the owners of the relevant Third Party IP.

 

E.    Third Party Software. Some content made available through the MSU Community may contain watermarks and is controlled by other digital rights management technologies, which will restrict how you may access and use the MSU Community.  Company may access and monitor your device (including without limitation the hard drive and other storage devices, central processing unit, random access memory, video card, and peripheral hardware, software and applications) for third party programs or software that are prohibited under these Terms (“Unauthorized Third Party Software”).  In the event Company detects any Unauthorized Third Party Software, Company may collect additional information, as described in our privacy policy, including without limitation your account name, details about the Unauthorized Third Party Software, and the time and date it was used, and may use such information to enforce these Terms in accordance with our privacy policy.

 

F.    Feedback. The Company welcomes comments and feedback from the Users and fans regarding the MSU Community.  Any ideas, suggestions, proposals, comments, feedback, or other submissions (including without limitation suggestions of new content, features, products, or similar ideas) (collectively, “Feedback”), regardless of whether provided in a public or private medium, will not be treated as confidential or proprietary.  You hereby assign all right, title and interest in the Feedback to the Company.  This means that if you provide Feedback to the Company, you are waiving all of your rights pertaining to such Feedback and are allowing such Feedback to be shared and used by the Company or others for any purpose, including without limitation using, sharing, and commercially exploiting the Feedback in any manner that the Company sees fit without any notice or compensation to you.  The Company does not regularly respond to or acknowledge Feedback and should not be deemed to have any obligation related to your Feedback.

 

G.   Third Party Infringement. Company respects the intellectual property rights of others.  If you have a good faith belief that your intellectual property rights, including but not limited to those to your copyrighted works, have been infringed and is accessible through the MSU Community, you may notify the Company by providing the following information in writing:

  • Description of the intellectual property and its protected work, or a representative list of works or property you claim to have been infringed.

  • Description of the allegedly infringed material and information reasonably sufficient to permit the Company to identify the material.

  • Your name, address and daytime telephone number and an e-mail address.

  • A statement that the information in the notification is accurate and that the complaining party is authorized to act as the owner or on behalf of the owner of an exclusive right that is allegedly infringed.

  • A statement that you have a good faith belief that the use of the material in the manner complained is not authorized by the owner of the intellectual property right, its agent, or the law.

  • A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

If a content deemed to have infringed upon the intellectual property rights is removed, the party that posted the content may receive a notice that it was removed because of claimed infringement.  The Company may provide them with your contact information, including email address and the name of your organization or client, and the contents of your report.  If the party that posted the content believes that the content shouldn’t have been removed, they’ll be encouraged to reach out to you to try to resolve the issue directly, and they may be able to submit a counter-notification under applicable law.  The Company will take actions deemed necessary regarding the Users who repeatedly infringe intellectual property laws.

 

VII. GAME ITEMS, NXPC, NESO, NFT AND FT

A.    Goods or Services. OFFCHAIN OR ONCHAIN DIGITAL ASSETS EXCHANGED FOR (x) OTHER DIGITAL ASSETS, AND (y) ANY PAYMENT INSTRUMENTS WITHIN THE MSU COMMUNITY, (I) ARE REGARDED AS GOODS OR SERVICES, AND ARE NOT CURRENCIES, PAYMENT MEANS OR PREPAID PAYMENT INSTRUMENTS, (II) ARE UTILITY TOKENS FOR USE SOLELY WITHIN THE MSU COMMUNITY, (III) DO NOT REPRESENT A SECURITY, VIRTUAL ASSET, OR FINANCIAL INSTRUMENT UNDER REGULATIONS OF THE FINANCIAL SERVICES REGULATORY AUTHORITY, AND (IV) NESO CANNOT BE WITHDRAWN EXTERNALLY OR CANNOT BE EXCHANGED FOR CURRENCIES.  COMPANY DOES NOT FACILITATE ANY SECONDARY MARKET FOR NXPC and NESO.

 

B.    Pricing; Changes; Fulfillment. Any prices, quotations and descriptions made or referred to on the MSU Community do not constitute an offer and may be withdrawn or revised at any time before our express acceptance of your order.  The Company may amend such prices, quotations and descriptions at any time consistent with applicable law.  The Company reserves the right to notify you of any mistakes in product descriptions or errors in pricing prior to order fulfillment.  In such circumstances, if you choose to continue with fulfilment of the order, you acknowledge that the product or service will be provided in accordance with such revised description or corrected price.

 

C.    Expiration. All off-chain Digital Assets may expire.  All off-chain Digital Assets that you obtain through the MSU Community will be retained subject to these Terms and the Additional Terms in your account until the earlier of the (i) relevant Digital Asset’s expiration date, or (ii) termination or expiration of (A) your account, (B) these Terms, or (C) the MSU Community.  Both on-chain and off-chain Digital Assets may be confiscated/held by the Company and/or its affiliates in the event the relevant user is found to be using the MSU Community in an inappropriate manner.

 

D.    Miscellaneous. Notwithstanding these Terms, the laws in your country may apply to the purchase of goods and services supplied by the Company to you, and you may have rights or remedies as set out in such laws that apply in addition to, or, to the extent that they are inconsistent, instead of, the rights or remedies set out in these Terms.

 

YOU UNDERSTAND AND AGREE THAT WE WILL NOT OFFER REFUNDS FOR DIGITAL ASSETS INCLUDING GAME ITEMS, NXPC, NESO, NFT AND FT UNDER ANY CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION TERMINATION OR EXPIRATION OF YOUR ACCOUNT, THESE TERMS, OR THE MSU COMMUNITY, EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW.

 

VIII. CODE OF CONDUCT

You will not use the MSU Community in any manner which the Company determines in its sole discretion is unlawful or could damage, disable, overburden, or impair the MSU Community or interfere with our or any others’ use and enjoyment of the MSU Community.  The Company has separately established its operation policy which sets forth additional codes of conduct as required to (i) enforce these Terms and (ii) protect the rights and interests of its Users.  By agreeing to these Terms, you agree and acknowledge that you are subject to the terms set forth in our operation policy.  Without limiting the generality of the foregoing, the following conducts are prohibited, subject to applicable law:

  • Using any hacks, cracks, Bots, or third party software that may modify, temporarily or permanently, the code or the user experience of the MSU Community, whether locally on your device or on servers, or using any application, software or technology that is not expressly authorized by the Company that enables cheating, power-leveling, or accomplishing game tasks that cannot be accomplished without the use of such an application, software or technology.

  • Reverse engineering, deriving source code, modifying, decompiling, disassembling the MSU Community or any portion thereof, or otherwise determining or attempting to determine any source code, algorithms, methods or techniques used or embodied in the MSU Community.

  • Impersonating any person or entity or otherwise misrepresenting your affiliation, identity, or the origin of materials you transmit, or misrepresenting that your statements or actions are endorsed by the Company.

  • Using any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, data mine, or in any way reproducing or circumventing the navigational structure or presentation of the MSU Community, or any content contained therein.

  • Accessing or using the MSU community by altering or bypassing connection environment settings, including but not limited to methods of circumventing IP-based restrictions.

  • Removing, altering, or concealing any copyright, trademark, patent or other proprietary notices, legends, symbols, or labels (including any watermark or other digital rights management technology or other information) used on the MSU Community.

  • Taking any action that imposes an unreasonable or disproportionately large load on the Company’s network or infrastructure.

  • Hosting, providing, or developing matchmaking services for the MSU Community without the Company’s prior written approval or creating, using, or maintaining any unauthorized connections to the MSU Community.

  • Intercepting, emulating, or redirecting the communication protocols used by the Company or its designees in any way, including without limitation through protocol emulation, tunneling, packet sniffing, modifying or adding components to software, use of a data mining utility program to intercept, collect, read or mine information generated by the MSU Community, or in any way utilizing a technique now known or hereafter developed that would allow for or otherwise make available unauthorized access to or use of the MSU Community.

  • Using or attempting to use any viruses, malware, or any other computer code, files, programs, software, routine, or device designed to interrupt, destroy, or limit the functionality or proper working of the MSU Community or the Company’s systems or networks, including by engaging in, instigating, or facilitating any denial-of-service attack or similar conduct, or attempting to probe, scan, test the vulnerability of, or breach the security of any system or network.

  • Using macros, auto-looting or robot play, or any other behavior that allows you (or any character you are controlling) to automatically function or effect any action in a game with or without your presence.

  • Creating an unreasonable number of accounts within a short period , or otherwise exceeding your authorized access to any portion of the MSU Community or any database, computer, or device.

  • Distributing unauthorized materials or advertising or promoting goods or services without our permission (including, without limitation, by sending spam, promotional materials, junk mail, chain letters, pyramid schemes or any other form of unauthorized solicitation).

  • Engaging in conduct that is harmful, harassing, defamatory, vulgar, obscene, hateful, threatening, abusive, inflammatory, intimidating, discriminatory, violent or encouraging of violence (including self-harm), sexually explicit, or otherwise objectionable in the Company’s sole discretion, including without limitation looting, kill stealing, making sexual comments, stalking or cursing.

  • Selling, advertising, or posting information on hacks, private servers (including sources thereof), or gold farming for the MSU Community or related to Digital Asset including game items, NXPC, NESO, NFT and FT.

  • Engaging in any sales or other transactions involving Digital Asset including game items, NXPC, NESO, NFT and FT other than in a manner specifically enabled, contemplated, and/or intended for use within the MSU Community.

  • Trading assets either for free or at an abnormal price at the MSU Marketplace.

  • Exploiting the MSU Marketplace system to falsify transaction details or unfairly acquire another User's assets.

  • Creating, utilizing, or transacting in any in-game item created or copied by exploiting a design flaw, undocumented problem, or program bug.

  • Publishing, or sharing in any way, the personal information of other Users, or any material, non-public information about corporate entities without the authorization to do so.

  • Engaging in any other conduct that, in the Company’s sole judgment, exposes us, any of our Users, or any other third party to any liability, damages, or detriment of any type.

 

Violations of system or network security or attempts to disrupt or undermine the operation of the MSU Community may result in civil or criminal liability.  The Company and/or its affiliates may investigate and cooperate with law enforcement authorities to prosecute Users who violate these Terms.  To the maximum extent permitted by relevant laws and regulations and as may be required under relevant laws and regulations, the Company and/or its affiliates may provide Users’ personal information and transaction information to governmental authorities upon request therefrom.

 

THE COMPANY MAY WITHHOLD, SUSPEND, MODIFY, OR TERMINATE YOUR ACCESS TO THE MSU COMMUNITY FOR ANY OR NO REASON AT ANY TIME WITHOUT NOTICE UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW.  If your account is suspended while you are participating in a tournament or competition, the Company assumes no liability in the loss of any potential prizes or recognition related to the tournament or competition.

 

IX. THIRD PARTY SERVICES, CONTENT, AND NETWORKS

The MSU Community may be made available to you through third parties, including the Company’s affiliates and third party service-providers, such as the Apple App Store or Google Play, and may link to or include third party services or content (including without limitation the User Content posted in forums).  The Company does not control, endorse, sponsor, recommend, or otherwise accept responsibility for such third party services or content.  These third party service providers may require you to install additional software, register for additional accounts, agree to their terms and conditions, or take other actions before using the MSU Community.  The use of any third party services or content is at your own risk and is subject to the relevant third party’s terms and conditions.  Under no circumstances will the Company be responsible or liable in connection with your reliance on or use of third party services or content.

 

X. FEES AND PAYMENT

The Company may charge or pass through fees pursuant to the Protocol for some or part of the features we make available through the MSU Community, including transaction or processing fees, blockchain gas or similar network fees.  You will be solely responsible to pay such fees.  Neither the Company nor any services, interfaces, or products provided by the Company shall guarantee the integrity of information provided in connection with gas fees or transaction or processing fees actually paid.  As with all fees charged through a blockchain network, the fees you may be required to pay may change from time to time without prior notice in accordance with the Protocol or rules of the relevant blockchain network.  If you do not wish to accept such changes, the Company may decide to cease providing you with access to the MSU Community in whole or in part.  All fees are non-refundable, to the fullest extent permitted under applicable law.  The Company or its payment processor will charge the payment based on the method you specify at the time of purchase.  You authorize the Company to charge all sums as described in these Terms for Digital Asset including game items, NXPC, NESO, NFT and FT and other features of the MSU Community you select through the designated payment method.  You acknowledge and agree that all information you provide with transactions through the MSU Community, including, without limitation, credit card, bank account, paypal, or other payment information is accurate, current, and complete, and you represent that you have the legal right to use such payment method.

 

When using the MSU Community, your device may connect to or utilize third party networks, including blockchain network, and you may incur fees based on your use of those networks.  You are solely responsible for any and all costs and fees in connection with accessing and using the MSU Community, including without limitation internet service provider fees, telecommunications fees, text messaging fees, excess broadband fees, gas fees, and the costs of any and all devices and equipment used in connection with the MSU Community. 

Additionally, your external wallet provider (i.e. the provider of your Third Party Wallet) may impose a fee for your transactions and activities through MSU Community.  The Company is not responsible for any fees charged by a third party.

 

You will be solely responsible to pay any and all sales, use, value-added, and other taxes, duties, and assessments that may be imposed by any governmental authority associated with your use of MSU Community.

 

XI. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

A. “AS IS”. THE RELATED PARTIES (AS DEFINED BELOW) MAKE NO REPRESENTATIONS OR WARRANTY AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR THE COMPLETENESS, SECURITY, SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, FITNESS, PERFORMANCE, OR INTEROPERABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS, MSU COMMUNITY, THE PROTOCOL, AND ANY CONTENT CONTAINED WITHIN THE MSU COMMUNITY, INCLUDING DIGITAL ASSETS, REWARDS AND/OR TRANSACTIONS, FOR ANY PURPOSE.  YOUR USE OF THE MSU COMMUNITY IS AT YOUR OWN RISK AND YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE MSU COMMUNITY AND ANY DIGITAL ASSETS, REWARDS, AND/OR TRANSACTIONS ASSOCIATED THERETO IS AT YOUR OWN RISK.  THE MSU COMMUNITY IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS OR IMPLIED.  THE RELATED PARTIES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE MSU COMMUNITY, INCLUDING ALL IMPLIED OR STATUTORY WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT, USAGE, QUALITY, PERFORMANCE, SUITABILITY OR FITNESS OF THE MSU COMMUNITY AND THE PROTOCOL FOR ANY PARTICULAR PURPOSE, OR AS TO THE ACCURACY, QUALITY, SEQUENCE, RELIABILITY, WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN WHETHER LATENT OR PATENT.

 

B.    No Liability; Monetary Cap. YOU SPECIFICALLY AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY, OUR AFFILIATES, REPRESENTATIVES, MANAGERS, PARTNERS, SHAREHOLDERS, JOINT VENTURERS, THIRD PARTY CONTRACTORS, EMPLOYEES, LICENSEES, LICENSORS, ADVERTISERS, ADVISORS, DEVELOPERS, SERVICE PROVIDERS, OR AGENTS (THE “RELATED PARTIES”) WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOST PROFITS, OR OTHER DAMAGES WHATSOEVER ARISING IN CONNECTION WITH, WITHOUT LIMITATION, THE USE OF OR INABILITY TO USE THE MSU COMMUNITY, ANY INTERRUPTION IN AVAILABILITY OR TERMINATION OF THE MSU COMMUNITY, DELAY, FAILURE, UNAUTHORIZED ACCESS TO, OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY TRANSACTION ENTERED INTO THROUGH THE MSU COMMUNITY OR ANY ACTIVITIES OR COMMUNICATIONS OF THIRD PARTIES, ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE MSU COMMUNITY, COMPUTER VIRUSES, LOSS OF DATA OR DIGITAL ASSETS, OR USE, MISUSE, RELIANCE, REVIEW, MANIPULATION, OR OTHER UTILIZATION IN ANY MANNER WHATSOEVER OF THE MSU COMMUNITY OR THE DATA COLLECTED THROUGH THE MSU COMMUNITY, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. 

THE RELATED PARTIES WILL ASSUME NO LIABILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE MSU COMMUNITY AND/OR YOUR RECEIPT AND USE OF ANY DIGITAL ASSETS OR REWARDS THEREFROM, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR TRANSACTION INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE MSU COMMUNITY, (5) ANY BUGS, VIRUSES, TROJAN HORSES, HACKING, CYBER ATTACKS OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE MSU COMMUNITY BY ANY THIRD PARTY, (6) ANY THEFT BY ANY THIRD PARTY,  (7) ANY DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT USER CONTENT AND OTHER COMMUNICATIONS MAINTAINED IN THE MSU COMMUNITY, AND/OR (8) ANY ERRORS OR OMMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE MSU COMMUNITY. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE MSU COMMUNITY, OR WITH ANY OF THE TERMS OF THE APPLICABLE AGREEMENTS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE MSU COMMUNITY.  THE MAXIMUM AGGREGATE LIABILITY OF EACH OF THE RELATED PARTIES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL BE THE GREATER OF $100 OR THE AMOUNT YOU PAID TO ACCESS THE MSU COMMUNITY DURING THE THREE MONTH PERIOD PRECEDING THE DATE OF THE CLAIM, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

 

C.    Information and Usage Data Provided and Disclosed through the MSU Community. All information and usage data disclosed and provided to the User by the Company as they relate to the MSU Community will be for general information purposes only, and do not constitute an offer from the Company to sell, a solicitation of an offer to buy, or a recommendation to purchase any Digital Assets, or any financial instrument.  Although we make all efforts to obtain the most accurate and up-to-date information, the Related Parties make no representations or warranties of any kind, either express or implied, including to the completeness, accuracy, reliability, suitability, or availability of the information provided by our website or other means.  Any reliance placed on such information is therefore at your own risk.  You acknowledge and agree that any information you send or receive during your use of the MSU Community may not be secure and may be intercepted or later acquired by unauthorized parties.

 

Information provided through the MSU Community may include content provided by third parties, including materials provided by other users, third-party licensors and service providers, and/or reporting services.  All statements and/or opinions expressed in these materials, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials.  These materials do not necessarily reflect the opinion of the Company.  We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

 

D.    Purchase or Sale of Digital Assets. ANY PURCHASE OR SALE YOU MAKE, ACCEPT, OR FACILITATE WITH RESPECT TO ANY DIGITAL ASSETS INCLUDING FTS OR NFTS WILL BE ENTIRELY AT YOUR OWN RISK.  THE RELATED PARTIES DO NOT CONTROL OR ENDORSE PURCHASES OR SALES OF ANY DIGITAL ASSETS INCLUDING FTS OR NFTS AND EXPRESSLY DENY ANY OBLIGATION TO INDEMNIFY YOU OR HOLD YOU HARMLESS FOR ANY LOSSES YOU MAY INCUR BY TRANSACTING OR FACILITATING TRANSACTION IN CONNECTION WITH DIGIAL ASSETS.  THE RELATED PARTIES DO NOT HAVE THE ABILITY TO REVERSE ANY TRANSACTIONS CARRIED OUT IN THE MSU COMMUNITY.

 

NOTWITHSTANDING ANY OF THE FOREGOING, THE COMPANY RESERVES THE RIGHT TO RESTRICT ANY TRANSACTIONS OR PAYMENTS (SUCH ACTION INCLUDING BUT NOT LIMITED TO CANCELLATION OF ANY TRANSACTION OR PAYMENT BY TRIGGERING OF ADDITIONAL TRANSACTIONS TO CANCEL ORIGINAL TRANSACTIONS INVOLVING DIGITAL ASSETS OR FREEZING YOUR WALLET) UNDERTAKEN OR CARRIED OUT IN THE MSU COMMUNITY IN THE EVENT OF FAILURE BY A USER OR PARTY TO TAKE ACTION WHICH FAILURE WOULD RESULT IN THE RELATED PARTIES AND/OR THE MSU COMMUNITY BEING IRREPARABLY DAMAGED OR ABUSED.

 

E.    Use of Third Party Wallet. THE RELATED PARTIES WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE THIRD PARTY WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM (I) ERRORS INCLUDING FORGOTTEN PASSWORDS AND PRIVATE KEYS OR INCORRECTLY CONSTRUCTED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE AND/OR DATA LOSS; (III) CORRUPTED WALLET FILES; (IV) INTELLECTUAL PROPERTY INFRINGEMENT BY USERS; OR (V) 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 MSU COMMUNITY, YOUR ACCOUNT, OR WALLET.  THE RELATED PARTIES MAKE NO REPRESENTATIONS AND WARRANTIES REGARDING HOW THE MSU COMMUNITY WILL OPERATE WITH ANY SPECIFIC THIRD PARTY WALLET.  IN USING THE THIRD PARTY WALLET, YOU AGREE THAT YOU ARE USING THE WALLET UNDER THE TERMS AND CONDITIONS OF THE APPLICABLE THIRD PARTY PROVIDER OF SUCH THIRD PARTY WALLET. YOU AGREE AND ACKNOWLEDGE THAT WE ARE NOT PARTY TO ANY TRANSACTIONS CONDUCTED USING THE THIRD PARTY WALLET, AND THE COMPANY DOES NOT HAVE POSSESSION, CUSTODY, OR CONTROL OVER ANY DIGITAL ASSETS YOU HAVE IN YOUR THIRD PARTY WALLET.  WHEN USING OR INTERACTING WITH THE MSU COMMUNITY, YOU RETAIN CONTROL OVER YOUR DIGITAL ASSETS AT ALL TIMES.  THE RELATED PARTIES HAVE NO ABILITY TO HELP YOU ACCESS OR RECOVER YOUR PRIVATE KEYS AND/OR SEED PHRASES FOR YOUR THIRD PARTY WALLET.

 

 

F. Loss due to unauthorized access. 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 ACCOUNT, PRIVATE KEYS, WALLETS, OR THE DIGITAL ASSETS LINKED TO YOUR ACCOUNT.  YOU ACKNOWLEDGE THAT IN THE EVENT OF ANY UNAUTHORIZED USE OR ACCESS TO YOUR ACCOUNT, PASSWORD, PRIVATE KEYS, WALLETS, DIGITAL ASSETS LINKED TO YOUR ACCOUNT, OR OTHER BREACH OF SECURITY, YOU ACCEPT THAT THE COMPANY AND ITS AFFILIATES WILL BE UNABLE TO REMEDY ANY ISSUES THAT ARISE.  IF YOU LOSE ACCESS TO YOUR ACCOUNT, PASSWORD, PRIVATE KEYS OR WALLET, YOU ACKNOWLEDGE AND AGREE THAT ANY DIGITAL ASSET YOU HAVE ASSOCIATED WITH YOUR ACCOUNT, PRIVATE KEYS AND/OR WALLET MAY BECOME INACCESSIBLE, AND THE COMPANY AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR SUCH LOSS.

 

G.   Security Risks. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT THE RELATED PARTIES HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO GROSS NEGLIGENCE.

 

H.    Loss due to Use of Blockchain Network. YOU ACKNOWLEDGE THAT THERE ARE INHERENT RISKS INVOLVED WITH USING OR INTERACTING WITH PUBLIC BLOCKCHAINS AND BLOCKCHAIN TECHNOLOGY.  THERE IS NO GUARANTEE THAT SUCH TECHNOLOGY WILL NOT BE UNAVAILABLE OR SUBJECT TO ERRORS, HAKING OR OTHER SECURITY RISKS.   UNDERLYING BLOCKCHAIN PROTOCOLS MAY ALSO BE SUBJECT TO CERTAIN CHANGES IN OPERATING RULES, INCLUDING FORKS, AND IT IS YOUR RESPONSIBILITY TO MAKE YOURSELF AWARE OF UPCOMING OPERATING CHANGES.  

 

THE RELATED PARTIES ARE NOT RESPONSIBLE FOR THE OPERATION OF BLOCKCHAIN-BASED SOFTWARE AND PROTOCOLS AND ARE NOT LIABLE FOR LOSSES RESULTING FROM THE USE OF BLOCKCHAIN OR OTHER FEATURES OF THE BLOCKCHAIN NETWORK OR THE WALLET, INCLUDING BUT NOT LIMITED TO DELAY IN TRANSACTION FOR REASONS INCLUDING NETWORK CONGESTION, LATE REPORT BY DEVELOPERS AND REPRESENTATIVES (OR LACK OF ANY REPORT) OF ANY ISSUES WITHIN THE BLOCKCHAIN NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, ERRORS, HACKING OR OTHER SECURITY RISKS, OR ANY OTHER ISSUES RESULTING IN FUND LOSSES.

 

I. Digital Assets. DIGITAL ASSETS ARE INTANGIBLE ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN NETWORK.  ALL SMART CONTRACTS RUN ON A DECENTRALIZED LEDGER ON THE BLOCKCHAIN NETWORK.  THE RELATED PARTIES (I) HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO THE OWNERSHIP RECORD OR SMART CONTRACTS AND THE RELEVANT RISKS IN RELATION THERETO (WHICH RISKS MAY INCLUDE, WITHOUT LIMITATION, THE POSSIBILITY OF FLAWED OR IMPRESICE SMART CONTRACT CODE, FLAWS IN PROGRAMMING LANGUAGES), (II) MAKE NO OFFER OR INVITATION TO ACQUIRE, PURCHASE, TRANSFER, SELL, OR OTHERWISE DEAL IN ANY DIGITAL ASSET, (III) DO NOT HAVE POSSESSION, CUSTODY, OR CONTROL OVER ANY DIGITAL ASSETS TRANSACTED ON THE MSU COMMUNITY, AND (IV) SHALL NOT BE RESPONSIBLE TO YOU OR ANY THIRD PARTY IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH DIGITAL ASSET ISSUED IN ACCORDANCE WITH THE PROTOCOL OR SUPPORTED BLOCKCHAIN NETWORKS.

 

YOU AGREE AND ACKNOWLEDGE THAT (I) YOU ARE SOLELY RESPONSIBLE FOR SELECTING AND VERIFYING THE DIGITAL ASSETS YOU MAY USE ON THE MSU COMMUNITY, (II) CERTAIN USED DIGITAL ASSETS MAY CEASE TO EXIST IN THE MSU COMMUNITY, AND YOUR USE OF SUCH DIGITAL ASSETS CANNOT BE REVERSED, AND (III) YOU WILL NO LONGER OWN THE DIGITAL ASSETS OR LICENSED RIGHTS TO THE DIGITAL ASSETS UPON YOUR USE THEREOF, IF SUCH DIGITAL ASSET CEASE TO EXIST UPON USE.  YOU AGREE TO RETAIN COMPLETE CONTROL OVER YOUR DIGITAL ASSETS AT ALL TIMES.

 

J. Third Party Services. THE RELATED PARTIES EXPRESSLY DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THIRD PARTY SERVICES. NOTHING HEREIN NOR ANY INVOLVEMENT OF THE THIRD PARTY SERVICE PROVIDERS IN CONNECTION WITH OPERATION OF THE MSU COMMUNITY CONSTITUTES RELATED PARTIES’ ENDORSEMENT, RECOMMMENDATION OR ANY OTHER AFFILIATION OF OR WITH ANY THIRD PARTY SERVICES.

 

K. Volatility in Value. YOU ACKNOWLEDGE THAT DIGIAL ASSETS ARE NEITHER (I) DEPOSITS OF OR GUARANTEED BY A BANK NOR (II) INSURED BY ANY GOVERNMENTAL AGENCY.  THE PRICES OF DIGITAL ASSETS ARE EXTREMELY VOLATILE, SUBJECTIVE AND HAVE NO INHERENT OR INTRINSIC VALUE.  FLUCTUATIONS IN THE PRICE OF DIGITAL ASSETS COULD MATERIALLY AND ADVERSELY AFFECT THE VALUE OF YOUR DIGITAL ASSETS, WHICH MAY ALSO BE SUBJECT TO SIGNIFICANT PRICE VOLATILITY.  RELATED PARTIES DO NOT GUARANTEE THAT ANY DIGITAL ASSET YOU HOLD OR PURCHASED WILL RETAIN THEIR ORIGINAL VALUE, AS THE VALUE OF SUCH DIGITAL ASSETS IS INHERENTLY SUBJECTIVE AND FACTORS OCCURING OUTSIDE OF THE MSU COMMUNITY MAY MATERIALLY IMPACT THE VALUE AND DESIREABILITY OF ANY DIGITAL ASSET YOU HOLD OR PURCHASE.  YOU ACKNOWLEDGE AND AGREE THAT THERE ARE RISKS ASSOCIATED WITH PURCHASING AND HOLDING DIGITAL ASSETS AND USING BLOCKCHAIN TECHNOLOGY.

 

L. Regulatory Uncertainty. THE REGULATORY REGIME GOVERNING BLOCKCHAIN TECHNOLOGIES, CRYPTOCURRENCIES, AND TOKENS REMAIN UNCERTAIN, AND NEW REGULATIONS OR POLICIES MAY HAVE MATERIAL ADVERSE EFFECT ON THE DEVELOPMENT OF THE MSU COMMUNITY, AND POTENTIAL UTILITY OR VALUE OF ANY DIGITAL ASSET YOU HOLD IN RELATION THERETO.

 

M.   Software and Technology Risks. UPGRADES OR UPDATES TO THE MSU COMMUNITY, A HARD FORK IN THE BLOCKCHAIN NETWORK ON WHICH THE MSU COMMUNITY IS BASED, OR A CHANGE IN HOW TRANSACTIONS ARE CONFIRMED IN THE MSU COMMUNITY MAY HAVE UNINTENDED, ADVERSE EFFECTS ON SOME OR ALL OF THE DIGITAL ASSETS YOU HOLD.  THE TECHNOLOGY ON WHICH MSU COMMUNITY RELIES MAY BE SUBJECT TO SUDDEN CHANGES AND THE RELATED PARTIES CANNOT AND DO NOT GUARANTEE THAT YOUR ACCESS TO MSU COMMUNITY WILL BE UNINTERRUPTED OR ERROR FREE.

 

N.    No advice and no fiduciary duties. NEITHER THE MSU COMMUNITY NOR THE DIGITAL ASSETS USED THEREIN ARE INTENDED AS, OR PROVIDES, ANY INVESTMENT, FINANCIAL, OR LEGAL ADVICE WITH RESPECT TO ANY INVESTMENT OR FINANCIAL DECISIONS.  YOU AGREE TO BE HELD COMPLETELY AND FULLY RESPONSIBLE FOR YOUR DECISIONS.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE RELATED PARTIES OR THROUGH THE MSU COMMUNITY, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN.  THESE TERMS ARE NOT INTENDED TO, AND DO NOT, CREATE OR IMPOSE ANY FIDUCIARY DUTIES ON US.  TO THE FULLEST EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE AND AGREE THAT WE OWE NO FIDUCIARY DUTIES OR LIABILITIES TO YOU OR ANY OTHER PARTY, AND TO THE EXTENT ANY SUCH DUTIES OR LIABILITIES MAY EXIST AT LAW OR IN EQUITY, THOSE DUTIES AND LIABILITIES ARE HEREBY IRREVOCABLY DISCLAIMED, WAIVERED, AND ELIMINATED.  YOU FURTHER AGREE THAT THE ONLY DUTIES AND OBLIGATIONS WE OWE YOU ARE THOSE SET OUT EXPRESSLY IN THESE TERMS.

 

YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY HAS MADE THE MSU COMMUNITY AVAILABLE TO YOU AND ENTERED INTO THESE TERMS AND THE ADDITIONAL 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 AGREEMENT BETWEEN US.  THE COMPANY WOULD NOT BE ABLE TO PROVIDE THE MSU COMMUNITY TO YOU WITHOUT YOU AGREEING TO THESE LIMITATIONS.

 

XII. INDEMNIFICATION

You hereby agree to defend, indemnify and hold harmless Related Parties from and against any and all claims, actions, proceedings, liabilities, damages, fines, penalties, and other losses and expenses (including reasonable attorneys’ fees) related to or associated with your use of the MSU Community, any alleged infringement or misappropriation of any intellectual property rights by you, and any alleged violation by you of these Terms.  The Company reserves the right to assume the exclusive defense and control of any matter for which the Company is entitled to indemnification hereunder without limiting your indemnification obligations with respect to that matter.  In such event, you shall provide the Company with such cooperation as the Company reasonably requests.  You may not enter into any settlement or compromise of any such claim without the Company’s written approval, which shall not be unreasonably withheld or delayed.

 

XIII. GOVERNING LAW AND DISPUTE RESOLUTION

The rights and obligations of the Company, users and other parties hereunder and the interpretation of these Terms will be governed by the laws of Abu Dhabi Global Markets (ADGM), without giving effect to its principles of conflicts of law.  If either party brings against the other party any proceeding arising out of these Terms, that party may bring proceedings only in the courts and amicable mechanism for dispute resolution established according to ADGM rules and no other courts or jurisdictions, and each party hereby submits to the exclusive jurisdiction of those courts for purposes of any such proceeding.  To the maximum extent permitted by applicable law, you hereby agree that any claim you may bring against the Company will be solely in your individual capacity, and not as a plaintiff or class member in any purported class, representative, or private attorney general proceeding.  By agreeing to these Terms, you are waiving (i) your right to participate in a class or representative action in court or arbitration, whether as a class representative or class member, including any class claims seeking provisional or injunctive relief, and (ii) your right to join or consolidate your claims with claims of any other person.

 

XIV. MISCELLANEOUS

A.    Entire Agreement. These Terms constitute the entire agreement between you and the Company, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and the Company.

 

B.    Relationship of Parties. You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these Terms or your access to and use of the MSU Community.

 

C.   Severability. If any provision of these Terms is found to be illegal or unenforceable, that provision will be severed.  The remainder of these Terms will remain in full force and effect. The severed provision will be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.

 

D.   Assignment. These Terms may not be assigned, in whole or part, whether voluntarily, by operation of law, or otherwise, by you without the prior written consent of the Company.  The Company may assign, license, delegate or otherwise transfer its rights or obligations hereunder to any third party without restriction.  Subject to the preceding sentences, the rights and liabilities of the parties hereto are binding on, and shall inure to the benefit of, the parties and their respective successors and permitted assigns.  Any attempted assignment other than in accordance with this Article shall be null and void.

 

E.    Captions and Headings. The captions and article and paragraph headings used in these Terms are inserted for convenience only and shall not affect the meaning or interpretation of these Terms.

 

F. Language. These Terms shall be governed, interpreted and construed in the English language only.  Any translations that may be made into any other language shall be for convenience only and shall have no legal force or effect.

 

G.   Waiver. Our failure to enforce any provisions of these Terms or respond to a violation by any party does not waive our right to subsequently enforce any terms or conditions of these Terms or respond to any violations.

 

XV. CONTACT US

If you have questions about these Terms, please contact Company at terms_policy@nexpace.io.

 

XVI. COMMUNICATIONS & TEXT MESSAGES

The communications between you and the Company may take place by electronic means, whether you use the MSU Community or send the Company emails, or whether the Company posts notices on the MSU Community or communicates with you via email.  For the purposes of these Terms, you (a) consent to receive communications from the Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that the Company provides to you electronically shall be deemed to satisfy any legal requirement as if such communications were made in a hardcopy writing.  The foregoing does not affect your non-waivable rights, if any.

 

*     *     *

 


 

Exhibit A

 

List of Restricted Regions

 

The following regions are prohibited from using the MSU Community and/or any service or content in relation to the MSU Community.  Each region may be added or removed at any time depending on the status of crypto sanctions or regulations in each country.

 

Regions include: Afghanistan, Algeria, Austria, Bangladesh, Belgium, Bulgaria, China, Croatia, Crimea, Cuba, Cyprus, Czech Republic, Denmark, Donetsk, Dominican Republic, Egypt, Estonia, Finland, France, Germany, Ghana, Greece, Hungary, Iran, Iraq, Ireland, Italy, Japan, Latvia, Lithuania, Luxembourg, Lugansk, Malta, Morocco, Netherlands, Nepal, North Korea, Oman, Pakistan, Poland, Portugal, Qatar, Romania, Russia, Slovakia, Slovenia, South Korea, Spain, Sweden, Syria, Tunisia, United Arab Emirates, Ukraine, United Kingdom, United States, Vietnam

 

Additionally, services may be prohibited or withheld from regions not explicitly listed above based on legal requirements and other considerations.

 

If you are located in any of the listed regions and choose to use our services, we do not provide any guarantees about your account or any off-chain Digital Asset, including without limitation any game items.  You are solely responsible for any risks that may arise from using the services in these regions.