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Effective Date: [June 24, 2024]
These Terms of Service and End User License Agreement (these “Terms”) are an agreement between you and Nexpace. These Terms govern the access to and use of the Nexpace Platform (the “Platform”) and various other features and services, including but not limited to MapleStory Universe: The Genesis Web (the “MSU Web”) and other projects in the Nexpace Ecosystem (as defined below) related to the Platform, including websites, mobile applications, decentralized applications (“Dapps”), forums, marketplaces, blogs, hubs, tools, protocols, other interactive software products and services or materials (collectively with the Platform, the “Nexpace Ecosystem”) by all end users of the Nexpace Ecosystem ( “Users”).
By accessing and using the Nexpace Ecosystem, you (i) agree to these Terms and the Additional Terms (as defined below) and (ii) affirm that you are at least nineteen (19) years of age. You may not access and use the Nexpace Ecosystem if you (A) do not agree to these Terms and/or the Additional Terms, (B) are prohibited from accessing or using the Nexpace Ecosystem under the applicable law, these Terms and/or the Additional Terms, (C) are under nineteen (19) years of age, and/or (D) are a Prohibited User (as defined below) (“Prohibitions”).
The following persons are prohibited from using the Nexpace Ecosystem and/or any service or content in relation to the Nexpace Ecosystem (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 that 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 Nexpace Ecosystem, 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 Nexpace Ecosystem from any jurisdiction from which the use of the Nexpace Ecosystem would be prohibited. You agree to comply with any such restrictions, notwithstanding whether such controls to prevent your use of the Nexpace Ecosystem ends up not being effective or can be bypassed by you.
Please review these Terms and the Additional Terms carefully before using the Nexpace Ecosystem as they set forth a legally binding agreement between you and Nexpace. Nexpace has no continuing obligation to operate the Nexpace Ecosystem and may change these Terms and/or the Additional Terms or modify, suspend, or terminate any features of the Nexpace Ecosystem at any time in its sole discretion with no liability whatsoever in connection thereto. We will notify you by reasonable means (including by posting the updated Terms or providing notices of update on the Nexpace Ecosystem) of material changes to these Terms and/or the Additional Terms. By continuing to use the Nexpace Ecosystem, you would be deemed to have accepted such changes to these Terms and/or the Additional Terms, which will take effect in accordance with our notice or as otherwise required by applicable law. In the event of termination of these Terms, the rights and duties of Nexpace 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.
PLEASE NOTE THAT ARTICLE XIV CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT MAY AFFECT YOUR RIGHTS FOR RESOLVING ANY DISPUTE WITH US.
YOU CONSENT TO ENTERING INTO THESE TERMS ELECTRONICALLY, AND TO THE STORAGE OF RECORDS RELATED TO THESE TERMS IN ELECTRONIC FORM BY NEXPACE.
I. SCOPE OF THE TERMS
II. THE PLATFORM AND THE NEXPACE ECOSYSTEM
III. USE OF THE NEXPACE ECOSYSTEM
IV. LICENSE TO USE NFT
V. CONTENT POSTED BY USERS
VI. INTELLECTUAL PROPERTY AND CLAIMS OF INFRINGEMENT
VII. GAME ITEMS, NFT AND FT
VIII. FEES AND PAYMENT
IX. CODE OF CONDUCT
X. THIRD PARTY SERVICES, CONTENT, AND NETWORKS
XI. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
XII. INDEMNIFICATION
XIII. GOVERNING LAW
XIV. DISPUTE RESOLUTION
XV. MISCELLANEOUS
XVI. COMMUNICATIONS & TEXT MESSAGES
These Terms set forth the rules and guidelines that govern use of the Platform and the Nexpace Ecosystem by all Users.
II. THE PLATFORM AND THE NEXPACE ECOSYSTEM
Notwithstanding any other provisions set forth herein, the provisions of this Article II (The Platform and the Nexpace Ecosystem) 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 Nexpace Ecosystem and third party services, content, and networks referenced in Article X, you may be subject to certain anti-money laundering (“AML”) or fraud detection system (“FDS”) screening and ongoing monitoring procedures or may have to complete certain know your customer (“KYC”) and know your transaction (“KYT”) verifications.
1. NEXPACE Platform
A. MSU Web
a. Overview. Through the MSU Web, Users may set up their platform 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 Nexpace Ecosystem, non-fungible tokens (“NFTs”), fungible tokens (“FT”) or other digital representations which can be minted into or exchanged into other digital assets (“Digital Asset”)
b. 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.
c. 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 be converted into on-chain Digital Assets. Other than with respect to certain specific items which may at any time be specified by Nexpace, all conversions of off-chain Digital Assets to on-chain Digital Assets are permanent and irrevocable.
d. Cancellation or Revocation. All acts of using/minting/obtaining any Digital Asset on the Nexpace Ecosystem are final, and may not be cancelled or revoked upon confirmation of such acts by the Platform or the Protocol.
B. MSU Marketplace
a. Overview. MSU Marketplace is a marketplace where Users can trade and transact using certain NFT, FT generated and obtained through the Nexpace Ecosystem.
b. MSU Marketplace. You may agree with other Users to trade any NFT that meets the conditions prescribed in the Protocol on the MSU Marketplace. Nexpace and/or its affiliates have no control over any transactions or payments you enter into through the MSU Marketplace, nor do Nexpace and/or its affiliates have the ability to reverse any such transactions or payments.
You agree and acknowledge that Nexpace and/or any of its affiliates (i) are not responsible for the operation of the blockchain-based software and protocols used in the MSU Marketplace; (ii) do not have possession, custody, or control over any Digital Assets transacted on the MSU Web; (iii) do not have possession, custody, or control over any of your funds when you interact on the MSU Marketplace and you retain complete control over your Digital Assets at all times; (iv) cannot and do not guarantee the functionality, security, continuity or availability of the MSU Marketplace. You further agree and acknowledge that (v) the technology on which the MSU Marketplace relies may be subject to sudden changes and Nexpace and/or any of its affiliates cannot and do not guarantee that your access to the MSU Marketplace will be uninterrupted or error free or your Digital Assets will be secure at all times; (vi) all transactions carried out on the MSU Marketplace are peer-to-peer transactions between Users; (vii) there are risks associated with using the MSU Marketplace and you assume all risks associated with engaging in transactions therein; and (viii) Nexpace and/or its affiliates have no liability to you or any third party for any claims or damages that may arise as a result of any payments or transactions taking place via the MSU Marketplace.
Notwithstanding any of the foregoing, Nexpace and/or its affiliates reserve the right to control and/or restrict any transactions/payment etc. (such action including but not limited to cancellation of any transaction or payment including but not limited to the triggering of additional transactions to cancel original transactions involving digital assets or freezing your Wallet (as defined below)) undertaken or carried out in the Nexpace Ecosystem, including but not limited to the MSU Web, in the event of failure by a User or party to take action , which failure would result in Nexpace, its affiliates, and/or the Nexpace Ecosystem being significantly or irreparably damaged or abused. Provided, however, that any such control/restriction of transactions/payment etc. would only be possible in the event you have granted Nexpace and/or its affiliates access to your Wallet (as defined below).
A non-refundable transaction fee (“Gas Fee”) may be imposed pursuant to the Protocol or the rules of the relevant blockchain network in relation to any transaction of NFTs on the MSU Marketplace, and you will be solely responsible to pay Gas Fee for any transaction you enter into through the MSU Marketplace. The amount of Gas Fee will be set forth on the website of the Platform, and may be revised from time to time without prior notice in accordance with the Protocol or the rules of the relevant blockchain network. Any amount of Gas Fee or other transaction fees indicated on the website of the Platform is for reference purposes only, and Nexpace and/or its affiliates make no representations or warranties as to the accuracy or completeness of such information.
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 (collectively, the “Taxes”) associated with your transaction on the MSU Marketplace.
You are solely responsible for assessing the value of any NFT you transact on the MSU Marketplace. The contents, games or Dapps wherein NFT may be used can be terminated, changed, or suspended at any point in time, and any transaction of NFTs may be restricted or delayed for reasons that may or may not be attributable to the blockchain network or other external factors. Nexpace and/or its affiliates make no representations or warranties in relation to the value of any NFT.
2. MapleStory N (“MSN”)
A. MSN Web
a. Overview. Game portal web (providing relevant information, facilitating running of games, providing link to customer service center)
B. MSN Game
a. Overview. MSN PC or mobile games that are made available through the Nexpace Ecosystem. 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 that are made available through, or that can be transacted on the MSU Web.
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 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 of which Nexpace and/or its affiliates have no control over. Any such enhancements may yield different results based on an automated and pre-set protocol or logic operating under a pre-determined formula, 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 Nexpace Ecosystem or MapleStory IPs, Users may participate in promotional campaigns for the Nexpace Ecosystem 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, etc.
III. USE OF THE NEXPACE ECOSYSTEM
A. Ownership to Nexpace Ecosystem. The Nexpace Ecosystem IP (as defined below) are the proprietary property of Nexpace and/or its affiliates, licensors, or users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. Nexpace and its affiliates, as applicable, reserve all of their rights in connection with the Nexpace Ecosystem and its content, including, without limitation, the Nexpace IP (as defined below).
B. Limited License. Subject to these Terms, you may access and use the Nexpace Ecosystem to operate systems intended to be operated on the Nexpace Ecosystem on devices that you own or control for your personal, non-commercial, entertainment use only. Subject to your compliance with these Terms, Nexpace and its affiliates grant you a non-exclusive, limited, revocable, non-sublicensable and non-transferable license to use the Nexpace Ecosystem and the Nexpace 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 Nexpace Ecosystem), reproduce (except for a single backup copy and transient copying required to operate the Nexpace Ecosystem), distribute, transmit, display, perform, reproduce, publish, create derivative works from, adapt, sell, rent, lease, sublicense, or otherwise transfer or make available on the Nexpace Ecosystem any portion of such Nexpace 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 NFT, off-chain FT, or any other content or information from the Nexpace Ecosystem, 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 Nexpace Ecosystem unless expressly granted to you under these Terms. Nexpace 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 Nexpace Ecosystem be subject to and governed by additional terms, conditions, rules, or guidelines on permissible use provided by Nexpace (the “Additional Terms”). Nexpace 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 Nexpace Ecosystem, you represent that you are not subject to any of the Prohibitions.
E. Account Registration and Wallet. To use the Nexpace Ecosystem, Nexpace requires you to create an account with Nexpace. In order to create an account with Nexpace, you are required to (i) use a pre-existing electronic wallet opened through FaceWallet or MetaMask, (ii) open a new electronic wallet with FaceWallet or MetaMask, or (iii) link a wallet opened through another third party service provider (each such electronic wallet, a “Wallet”) with FaceWallet. If you are not signed into your account opened with Nexpace, you may not be able to access some portions or features of the Nexpace Ecosystem. 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 opening and operating multiple accounts using the same registration information. You agree to keep your username and password for your account opened with Nexpace confidential and secure and not to use the same password that you use for other websites or services. You will immediately notify Nexpace 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. Nexpace does 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, Nexpace may, without prejudice to any other rights and remedies (i) suspend or terminate the User’s account or access to the Nexpace Ecosystem, and/or (ii) remove any content that the User has made available on the Nexpace Ecosystem. Nexpace 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.
You are solely responsible for the security of your account and for your Wallet. Nexpace and its affiliates do not have any rights to manage or control your Wallet or any Digital Asset managed through the use of your Wallet.
F. Removal/Recovery. To the maximum extent permitted under relevant laws and regulations, Nexpace may in its sole discretion and without a prior notice suspend, remove, rollback or recover from the Nexpace Ecosystem, any User account, content or Digital Asset. You agree and acknowledge that Nexpace is 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.
G. Updates. Nexpace may provide you with updates in connection with your access or use of the Nexpace Ecosystem as they become available in its sole discretion. You acknowledge and agree that Nexpace may provide updates to you remotely and automatically, including without limitation by accessing the device on which you use the Nexpace Ecosystem. Any updates provided or made available by Nexpace will form part of these Terms and be binding on you.
H. Export Controls. You agree to abide by all applicable export laws and regulations when using the Nexpace Ecosystem.
IV. License to Use NFT
A. User License to NFT. In the event you acquire NFTs in connection with your use of the Nexpace Ecosystem 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 Nexpace 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 Nexpace Ecosystem, 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 Nexpace’s 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 owned by a third party and to which Nexpace and/or its affiliates do not have the right to use or exploit (“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, Nexpace may need to (and reserves every right to) examine and separately approve your ability to use the NFT; and (c) to the extent Nexpace informs 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
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 Nexpace Ecosystem, including without limitation any text, voice transmissions or recordings, or gameplay clips/screenshots (the “User Content”).
You represent and warrant that the User Content that you make available on the Nexpace Ecosystem will not:
Infringe the copyright, trademark, database, design or other intellectual property rights of a third party. You represent and warrant that you own or have all necessary licenses, rights, consents, and permissions to make the User Content available on the Nexpace Ecosystem 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 Nexpace, regardless of language used.
Prevent or impede other Users from finding information related to the Nexpace Ecosystem.
Facilitate or promote conduct that in the sole discretion of Nexpace 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.
You acknowledge and agree that Nexpace may (but is 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 Nexpace Ecosystem and may, without prior notice to you and in its 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 Nexpace Ecosystem. Unless required by law, Nexpace assumes no liability for any failure to remove, or any delay in removing, the User Content and does not assume any responsibility or liability for the use and/or storage of the User Content.
You hereby grant as consideration for the right to use the Nexpace Ecosystem and potential earning opportunities associated with such use, Nexpace 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 Nexpace’s and other Users’ use and enjoyment of the User Content in connection with the Nexpace Ecosystem. The license grant to Nexpace 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. Nexpace 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 Nexpace Ecosystem (including any updates thereto) (“Nexpace Ecosystem IP”) are protected under the copyright, trademark laws, proprietary rights and laws, and other intellectual property rights and laws. Nexpace and/or its affiliates or their licensors own and retain, solely and exclusively, all rights, title, and interest in Nexpace Ecosystem 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 Nexpace 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 Nexpace Ecosystem (“Nexpace IP”). Except as allowed in these Terms, you may not use any Nexpace IP contained in the Nexpace Ecosystem unless you obtain a separate permission from Nexpace and its affiliates. Nexpace and its affiliates reserves all rights to the Nexpace IP not expressly granted under these Terms.
B. Nexpace Marks. Trademarks (as defined above) displayed on or in connection with the Nexpace Ecosystem, including but not limited to Nexpace’s name and logo, and the names of any Nexpace product (“Nexpace Marks”), are the intellectual property of Nexpace and/or its affiliates, whether registered or unregistered in the United Arab Emirates and/or other countries. The Nexpace Marks may not be copied, imitated or used, in whole or in part, without the prior written permission of Nexpace and/or relevant affiliates. You may not use any metatags or other “hidden text” utilizing any Nexpace Mark or any other name, trademark or product or service name of Nexpace and/or its affiliates without the prior written permission of Nexpace and/or relevant affiliates.
C. Third Party IP. All other Third Party IP mentioned on the Nexpace Ecosystem or contained in the content linked to or associated with any NFTs displayed on the Nexpace Ecosystem 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 Nexpace.
D. No Right to Use. You are granted no right or license with respect to any Nexpace Ecosystem IP unless prior written consent is provided by Nexpace and its affiliates or the owners of the relevant Third Party IP.
E. Third Party Software. Some content made available through the Nexpace Ecosystem may contain watermarks and is controlled by other digital rights management technologies, which will restrict how you may access and use the Nexpace Ecosystem. Nexpace 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 Nexpace detects any Unauthorized Third Party Software, Nexpace may collect additional information, as described in the Privacy Policy, including without limitation your account name, details about the Unauthorized Third Party Software, the time and date it was used, and may use such information to enforce these Terms in accordance with the Privacy Policy.
F. Feedback. Nexpace is always pleased to hear from our Users and fans and welcomes any comments and feedback regarding the Nexpace Ecosystem. 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 you provide such Feedback 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 Nexpace. This means that if you provide Feedback to Nexpace, you are waiving all of your rights pertaining to such Feedback and are allowing such Feedback to be shared and used by Nexpace or others for any purpose, including without limitation using, sharing, and commercially exploiting the Feedback in any manner Nexpace sees fit without any notice or compensation to you. Nexpace 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. Nexpace 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 Nexpace Ecosystem, you may notify Nexpace 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 has been infringed.
Description of the allegedly infringing material and information reasonably sufficient to permit Nexpace to locate 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. Nexpace 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. Nexpace will take actions deemed necessary regarding the Users who repeatedly infringe intellectual property laws.
VII. GAME ITEMS, NFT AND FT
A. Goods or Services. OFFCHAIN OR ONCHAIN DIGITAL ASSETS EXCHANGED FOR (x) OTHER DIGITAL ASSETS, AND (y) ANY PAYMENT INSTRUMENTS, ARE REGARDED AS GOODS OR SERVICES, AND ARE NOT CURRENCIES, PAYMENT MEANS OR PREPAID PAYMENT INSTRUMENTS.
B. Taxes. To the extent permitted under applicable law, you agree to pay all charges, fees, and applicable Taxes incurred by you or anyone else using your account or resulting from your use of the Nexpace Ecosystem on your device at the price(s), fees and Taxes then in effect when such charges occurred.
C. Pricing; Changes; Fulfillment. Any prices, quotations and descriptions made or referred to on the Nexpace Ecosystem do not constitute an offer and may be withdrawn or revised at any time before Nexpace’s express acceptance of your order. Nexpace may amend such prices, quotations and descriptions at any time consistent with applicable law. Nexpace 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. Any purchase and sale of NFTs through the MSU Marketplace shall be subject to the terms and conditions set forth in Article II.2.A above.
D. Expiration. All off-chain Digital Assets may expire. All off-chain Digital Assets that you obtain through the Nexpace Ecosystem will be included 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 Nexpace Ecosystem. Each such off-chain Digital Asset may also be confiscated/held by Nexpace and/or its affiliates in the event the relevant user is found to be using the Nexpace Ecosystem in an inappropriate manner.
E. Miscellaneous. Notwithstanding these Terms, the laws in your country may apply to the purchase of goods and services supplied by Nexpace 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 NEXPACE WILL NOT OFFER REFUNDS FOR DIGITAL ASSETS INCLUDING GAME ITEMS, NFT AND FT UNDER ANY CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION TERMINATION OR EXPIRATION OF YOUR ACCOUNT, THESE TERMS, OR THE NEXPACE ECOSYSTEM, EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW.
VIII. FEES AND PAYMENT
Access to the Nexpace Ecosystem or to certain features of the Nexpace Ecosystem may require you to pay fees. Fees are also charged for purchases, transactions, or acquisitions of Digital Asset including game items, NFT and FT or other content through the Nexpace Ecosystem. As with all fees charged through a blockchain network, the fees you may be required to pay in using the Nexpace Ecosystem may change from time to time without prior notice. Before you become obligated to pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are non-refundable, to the fullest extent permitted under applicable law. If you do not wish to accept such changes, Nexpace may decide to cease providing you with access to the Nexpace Ecosystem in whole or in part. Nexpace or its payment processor will charge the payment based on the method you specify at the time of purchase. You authorize Nexpace to charge all sums as described in these Terms for Digital Asset including game items, NFT and FT and other features of the Nexpace Ecosystem you select through the designated payment method.
IX. CODE OF CONDUCT
You will not use the Nexpace Ecosystem in any manner which Nexpace determines in its sole discretion is unlawful or could damage, disable, overburden, or impair the Nexpace Ecosystem or interfere with Nexpace’s or any others’ use and enjoyment of the Nexpace Ecosystem. Nexpace has separately established an 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. Through agreeing to these Terms, you agree and acknowledge that you are subject to the terms set forth in the 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 Nexpace Ecosystem, whether locally on your device or on servers, or using any application, software or technology that is not expressly authorized by Nexpace 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 Nexpace Ecosystem or any portion thereof, or otherwise determining or attempting to determine any source code, algorithms, methods or techniques used or embodied in the Nexpace Ecosystem.
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 Nexpace.
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 Nexpace Ecosystem, or any content contained therein.
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 Nexpace Ecosystem.
Taking any action that imposes an unreasonable or disproportionately large load on Nexpace’s network or infrastructure.
Hosting, providing, or developing matchmaking services for the Nexpace Ecosystem without Nexpace’s prior written approval or creating, using, or maintaining any unauthorized connections to the Nexpace Ecosystem.
Intercepting, emulating, or redirecting the communication protocols used by Nexpace 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 Nexpace Ecosystem, 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 Nexpace Ecosystem.
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 Nexpace Ecosystem or Nexpace’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 more than one account within twenty-four hours or more than five accounts within thirty days, or otherwise exceeding your authorized access to any portion of the Nexpace Ecosystem 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 Nexpace’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 Nexpace Ecosystem or related to Digital Asset including game items, NFT and FT.
Engaging in any sales or other transactions involving Digital Asset including game items, NFT and FT other than in a manner specifically enabled, contemplated, and/or intended for use within the Nexpace Ecosystem.
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 companies without the authorization to do so.
Engaging in any other conduct that, in Nexpace’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 Nexpace Ecosystem may result in civil or criminal liability. Nexpace 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, Nexpace and/or its affiliates may provide User personal information and transaction information to governmental authorities upon request therefrom.
NEXPACE MAY WITHHOLD, SUSPEND, MODIFY, OR TERMINATE YOUR ACCESS TO THE NEXPACE ECOSYSTEM 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, Nexpace assumes no liability in the loss of any potential prizes or recognition related to the tournament or competition.
X. THIRD PARTY SERVICES, CONTENT, AND NETWORKS
The Nexpace Ecosystem may be made available to you through third parties, including Nexpace’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). Nexpace 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 terms and conditions, or take other actions before using the Nexpace Ecosystem. 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 Nexpace be responsible or liable in connection with your reliance on or use of third party services or content.
When using the Nexpace Ecosystem, 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 Nexpace Ecosystem, 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 Nexpace Ecosystem.
XI. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
A. “AS IS”. NEXPACE AND ITS AFFILIATES, DEVELOPERS AND SERVICE PROVIDERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, FITNESS, PERFORMANCE, OR INTEROPERABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS, NEXPACE ECOSYSTEM AND ANY CONTENT CONTAINED WITHIN THE NEXPACE ECOSYSTEM, INCLUDING REWARDS, FOR ANY PURPOSE. YOUR USE OF THE NEXPACE ECOSYSTEM IS AT YOUR OWN RISK AND YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE NEXPACE ECOSYSTEM AND ANY REWARDS ASSOCIATED THERETO IS AT YOUR OWN RISK. THE NEXPACE ECOSYSTEM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS OR IMPLIED. NEXPACE AND ITS AFFILIATES, DEVELOPERS AND SERVICE PROVIDERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE NEXPACE ECOSYSTEM, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE OR OTHERWISE.
B. No Liability; Monetary Cap. YOU SPECIFICALLY AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, NEXPACE, OUR AFFILIATES, REPRESENTATIVES, MANAGERS, PARTNERS, SHAREHOLDERS, JOINT VENTURERS, THIRD PARTY CONTRACTORS, EMPLOYEES, LICENSEES, LICENSORS, ADVERTISERS, OR AGENTS (THE “NEXPACE 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 NEXPACE ECOSYSTEM, ANY INTERRUPTION IN AVAILABILITY OR TERMINATION OF THE NEXPACE ECOSYSTEM, DELAY, FAILURE, UNAUTHORIZED ACCESS TO, OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY TRANSACTION ENTERED INTO THROUGH THE NEXPACE ECOSYSTEM OR ANY ACTIVITIES OR COMMUNICATIONS OF THIRD PARTIES, ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE NEXPACE ECOSYSTEM, COMPUTER VIRUSES, LOSS OF DATA, OR USE, MISUSE, RELIANCE, REVIEW, MANIPULATION, OR OTHER UTILIZATION IN ANY MANNER WHATSOEVER OF THE NEXPACE ECOSYSTEM OR THE DATA COLLECTED THROUGH THE NEXPACE ECOSYSTEM, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF NEXPACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.
THE NEXPACE 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 NEXPACE ECOSYSTEM AND/OR YOUR RECEIPT AND USE OF ANY REWARDS THEREFROM, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE NEXPACE ECOSYSTEM, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE NEXPACE ECOSYSTEM BY ANY THIRD PARTY AND/OR (6) 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 NEXPACE ECOSYSTEM. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE NEXPACE ECOSYSTEM, OR WITH ANY OF THE TERMS OF THE APPLICABLE AGREEMENTS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE NEXPACE ECOSYSTEM. THE MAXIMUM AGGREGATE LIABILITY OF EACH OF THE NEXPACE 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 NEXPACE ECOSYSTEM DURING THE THREE MONTH PERIOD PRECEDING THE DATE OF THE CLAIM, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
C. No Representations and Warranties on Uninterrupted Use. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE NEXPACE PARTIES DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE NEXPACE ECOSYSTEM WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF NEXPACE ECOSYSTEM WILL BE UNINTERRUPTED, TIMELY, SECURE, AND/OR AVAILABLE ON AN ERROR-FREE BASIS, AND (III) THE NEXPACE ECOSYSTEM OR ANY CONTENT, SERVICE OR FEATURE MADE AVAILABLE THROUGH THE NEXPACE ECOSYSTEM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS,
D. Information and Usage Data Provided and Disclosed through the Nexpace Ecosystem. All information and usage data disclosed and provided to the User by Nexpace as it relates to the Nexpace Ecosystem will be for general information purposes only. Although we make all efforts to obtain the most accurate and up-to-date information, the Nexpace 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 Nexpace Ecosystem may not be secure and may be intercepted or later acquired by unauthorized parties.
E. 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 OUTSIDE OF THE NEXPACE ECOSYSTEM WILL BE ENTIRELY AT YOUR OWN RISK. THE NEXPACE PARTIES DO NOT CONTROL OR ENDORSE PURCHASES OR SALES OF ANY DIGITAL ASSETS INCLUDING FTS OR NFTS OUTSIDE OF THE NEXPACE ECOSYSTEM AND EXPRESSLY DENY ANY OBLIGATION TO INDEMNIFY YOU OR HOLD YOU HARMLESS FOR ANY LOSSES YOU MAY INCUR BY TRANSACTING OR FACILITATING TRANSACTION OUTSIDE OF THE NEXPACE ECOSYSTEM.
F. Wallet Use. THE NEXPACE PARTIES WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM (I) ERRORS INCLUDING FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED 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 NEXPACE ECOSYSTEM, OR WALLET.
G. Security Risks. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT THE NEXPACE 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. THE NEXPACE PARTIES ARE NOT RESPONSIBLE FOR LOSSES RESULTING FROM THE USE OF BLOCKCHAIN OR OTHER FEATURES OF THE BLOCKCHAIN NETWORK OR THE WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS AND REPRESENTATIVES (OR LACK OF ANY REPORT) OF ANY ISSUES WITHIN THE BLOCKCHAIN NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES RESULTING IN FUND LOSSES.
I. Digital Assets. DIGITAL ITEMS, CHARACTERS, NFTS, FTS, OR ANY OTHER DIGITAL REPRESENTATIONS AVAILABLE THROUGH THE NEXPACE ECOSYSTEM ARE INTANGIBLE DIGITAL 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 NEXPACE PARTIES (I) HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO THE OWNERSHIP RECORD OR SMART CONTRACTS and (II) MAKE NO OFFER OR INVITATION TO ACQUIRE, PURCHASE, TRANSFER, SELL, OR OTHERWISE DEAL IN ANY DIGITAL ASSET.
J. Third Party Services. THE NEXPACE 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 NEXPACE ECOSYSTEM CONSTITUTES NEXPACE OR ITS AFFILIATES’ ENDORSEMENT, RECOMMMENDATION OR ANY OTHER AFFILIATION OF OR WITH ANY THIRD PARTY SERVICES.
K. Volatility in Value. 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. NEXPACE AND ITS AFFILIATES 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 NEXPACE ECOSYSTEM MAY MATERIALLY IMPACT THE VALUE AND DESIREABILITY OF ANY DIGITAL ASSET YOU HOLD OR PURCHASE.
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 NEXPACE ECOSYSTEM, AND POTENTIAL UTILITY OR VALUE OF ANY DIGITAL ASSET YOU HOLD IN RELATION THERETO.
M. Software Risks. UPGRADES OR UPDATES TO THE NEXPACE ECOSYSTEM, A HARD FORK IN THE BLOCKCHAIN NETWORK UNDER WHICH THE NEXPACE ECOSYSTEM IS BASED ON, OR A CHANGE IN HOW TRANSACTIONS ARE CONFIRMED IN THE NEXPACE ECOSYSTEM MAY HAVE UNINTENDED, ADVERSE EFFECTS ON SOME OR ALL OF DIGITAL ASSETS YOU HOLD.
YOU ACKNOWLEDGE AND AGREE THAT NEXPACE HAS MADE THE NEXPACE ECOSYSTEM 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 BARGAIN BETWEEN US. NEXPACE WOULD NOT BE ABLE TO PROVIDE THE NEXPACE ECOSYSTEM TO YOU WITHOUT YOU AGREEING TO THESE LIMITATIONS.
XII. INDEMNIFICATION
You hereby agree to defend, indemnify and hold harmless Nexpace, its affiliates, and their respective representatives, managers, partners, shareholders, joint venturers, third party contractors, employees, licensees, licensors, advertisers, advisors and agents, 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 Nexpace Ecosystem, any alleged infringement or misappropriation of any intellectual property rights by you, and any alleged violation by you of these Terms. Nexpace reserves the right to assume the exclusive defense and control of any matter for which Nexpace is entitled to indemnification under this Article without limiting your indemnification obligations with respect to that matter. In such event, you shall provide Nexpace with such cooperation as Nexpace reasonably requests. You may not enter into any settlement or compromise of any such claim without Nexpace’s written approval, which shall not be unreasonably withheld or delayed.
XIII. GOVERNING LAW
These Terms shall be governed by and construed in accordance with the laws of the Abu Dhabi Global Markets, and the United Arab Emirates, as applicable in the Abu Dhabi Global Market applicable to contracts made and performed in the Abu Dhabi Global Markets, irrespective of its conflicts of law principles.
XIV. DISPUTE RESOLUTION
This Article XIV sets forth the dispute resolution procedures pursuant to any Dispute (as defined below) between Users and Nexpace.
PLEASE READ THIS ARTICLE CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS. BY AGREEING TO BINDING ARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE.
In order to expedite and control the cost of disputes, Nexpace and you both agree that any legal or equitable claim, dispute, action or proceeding arising from or related to the Nexpace Ecosystem (the “Dispute”) will be resolved as follows to the fullest extent permitted by law:
A. Notice of Dispute. In the event of the Dispute, you or Nexpace must give the other a notice of dispute, which is a written statement that sets forth the name, address, and contact information of the party providing such notice of dispute, the facts giving rise to the Dispute, and a proposed solution. You must send any notice of dispute by mail and email to Nexpace at the mailing and email addresses provided in Article XVI (Contact Nexpace) below. Nexpace will send any notice of dispute to you by mail to your address or by email to your email address.
B. Binding Arbitration. Any effort to resolve the Dispute will be conducted exclusively by binding arbitration as described in this Article. You are giving up the right to litigate (or participate in as a party or class member) all Disputes in court before a judge or jury. Instead, all Disputes will be resolved before neutral arbitrators, whose decision will be final except for a limited right of appeal under the applicable law. Any court with jurisdiction over the parties may enforce the arbitrator’s award.
C. Exceptions to Arbitration. You and Nexpace agree that the following Disputes are not subject to the above provisions concerning binding arbitration:
Any Dispute seeking to enforce or protect, or concerning the validity of, any of your or Nexpace’s intellectual property rights.
Any claim for injunctive relief.
Any claim you are authorized to bring to the attention of any federal, state, or local government agencies that can legally permit those authorities to seek relief from Nexpace on your behalf.
D. Class Action Waiver. Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Neither you nor Nexpace will seek to have any Dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. The arbitrator may not, on his or her own, consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
E. Arbitration Procedures. Any dispute controversy or claim arising under, out of or relating to this contract and any subsequent amendments of this contract, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration under the Arbitration Rules of the International Chamber of Commerce. The number of arbitrators shall be three. The seat of arbitral proceedings shall be Singapore. The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the governing law of this contract.
You may request a telephonic or in-person hearing by following the International Chamber of Commerce rules. In a dispute involving $10,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award relief only to you individually, and only to the extent required to satisfy your individual claim.
F. Arbitrator’s Jurisdiction. The arbitrator shall have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim.
G. Arbitration Fees. Whoever files the arbitration pays the initial filing fee. If Nexpace files, Nexpace pays. If you file, you pay unless you get a fee waiver under the applicable arbitration rules. All other fees will be allocated as provided by the ICC Arbitration rules and applicable law.
H. Disputes Must Be Filed Within One Year. To the extent permitted by law, any Dispute under this agreement must be filed within one year in an arbitration proceeding. The one-year period begins when the Dispute or Notice of Dispute first could be filed. Unless otherwise prescribed by the law, if a Dispute is not filed within one year, it will be permanently barred.
I. Temporary Injunctive Relief. Before the appointment of an arbitrator, either party may seek temporary injunctive relief in any court of competent jurisdiction without waiving its right to arbitration.
J. Severability. If this agreement to arbitrate is found to be illegal or unenforceable, the parties agree to the fullest extent permitted by applicable law that any Dispute relating to your use of the Nexpace Ecosystem or these Terms shall be commenced and heard in the state or federal courts located in Abu Dhabi.
XV. MISCELLANEOUS
A. Entire Agreement. These Terms constitute the entire agreement between you and Nexpace, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Nexpace.
B. Relationship of Parties. You agree that you and Nexpace are independent contractors, and that no joint venture, partnership, employment, or agency relationship exists between you and Nexpace as a result of these Terms or your access to and use of the Nexpace Ecosystem.
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. This agreement may not be assigned, in whole or part, whether voluntarily, by operation of law, or otherwise, by you without the prior written consent of Nexpace. Nexpace 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. 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.
XVI. COMMUNICATIONS & TEXT MESSAGES
The communications between you and Nexpace may take place by electronic means, whether you use the Nexpace Ecosystem or send Nexpace emails, or whether Nexpace posts notices on the Nexpace Ecosystem or communicates with you via email. For the purposes of these Terms, you (a) consent to receive communications from Nexpace in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Nexpace 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.
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The following regions are prohibited from using the Nexpace Ecosystem and/or any service or content in relation to the Nexpace Ecosystem. 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, Bolivia, 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, Singapore, 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, Nexpace does 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.