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Terms of Service

Terms and Conditions


1. Introduction

These Elumia Agreement and Terms of Use, together with any supplemental terms and policies incorporated

herein, constitute a legally binding agreement (collectively, the "Terms

& Conditions") is between Elumia Limited (the "Elumia","We","Us"

or "Our") and you, whether personally or on behalf of an entity (the

"User","Users","Your" or "You")

concerning your access to and use of the www.elumia.io or associated website (the

“Site”) and one or more Elumia applications (the “App”), as well as any other

media form, media channel, APIs, mobile website or mobile application made

available by or on behalf of Elumia and related, linked, or otherwise connected

thereto (collectively, with the Site and any Smart Contracts or other software

or services enabled thereby, the “Services”). The Services include any

distributed application running on one or more blockchain networks, (the

“Blockchains”), using smart contracts (each, a “Smart Contract”) that interact

with or enable the use of a user’s digital creatures (“Elumians”). The Services

also enable users to use or interact with Smart Contracts involving other

digital assets, such as tokens, plots of land, and resources (collectively with

the Elumias, “Digital Assets”). These Digital Assets can be visualized via the

Services and other third-party services.

These Terms & Conditions do not establish any agency relationship, partnership, joint venture, or other

form of partnership between Elumia and Users. Users who create an account on

Elumia Site or Services confirm that you are not citizens of the United States

and you agree that you have read, understood and agreed to be bound by these

Terms and Conditions. 


Elumia's Privacy Policy is also hereby agreed to by the users. Our Privacy Policy explains how we collect, use

and share information about you. By submitting data through the Site and

Services, you consent to the collection, use, and disclosure of your personal

data as described in the Privacy Policy.


These Terms & Conditions may be amended and updated from time to time at Elumia's sole discretion. The

revised versions will be effective as of the time and date posted on the Elumia

Site. We recommend that you review these Terms and Conditions frequently so

that you understand these Terms and Conditions that apply to the use of our

Services. The services may not be accessed or used if you disagree with the

revised Terms and Conditions.


Services are not intended for distribution to any person or entity in any jurisdiction or country where such

distribution or use would be contrary to law or regulation, or where it would

require us to register or comply with any other regulation in that jurisdiction

or country. You are therefore solely responsible for complying with all

applicable laws when you access and/or use Services.


The Services include Marketplace that allows users to offer to sell and sell digital assets to other

users, and offer to buy and buy digital assets from other users. In connection

with such sales, all digital assets available on the marketplace are provided

by or on behalf of sellers. Users agree that, except where Elumia is the seller

in such sale, Elumia shall not be a party to or have any responsibility or

liability for, arising out of, relating to, associated with or resulting from

any disputes between you and any buyer or seller of digital assets in relation

to the use, misuse, provision or failure to provide any digital assets.Users

bear full responsibility for verifying the identity, legitimacy, and

authenticity of all digital assets, including without limitation any Elumias,

which users purchase. 


Elumia is not a broker, financial institution, or creditor.

Services are intended for Users who are at least 18 years old. People under the age of 18 are not permitted to

use or register for the Services.



2.1 Overview Users can access the Services

through an online platform through which they will be able to view, offer to

purchase, and purchase Digital Assets that can be used and deployed in one or

more games that will be made available through the Services. Users of the

Services may be able to mint certain Digital Assets, including Elumias, as

non-fungible tokens (“NFTs”) on the Blockchains. Users must connect a

compatible digital wallet to certain Services in order to access and purchase

Digital Assets.


2.2 Minting Digital Assets 

By minting a Digital Asset as an NFT, you agree to comply with all terms, including any licensing or payment

rights, that are embedded within or otherwise included with such a Digital Asset. Elumia does not guarantee the transferability or utility of Digital Assets to any other platform.


2.3 Terms for Digital Assets

The purchase, sale, or use of Digital Assets comprising Elumia’s Content (described below) may be subject to

limitations or other terms, including, without limitation, fees payable in connection with any subsequent sale of Digital Asset, regardless of whether the sale takes place through the Service or on another platform.(each such

subsequent sale, a “Secondary Sale,” and such fee, a “Secondary Sale Fee”), and Elumia will display such terms at point of sale or otherwise within the Services (the limits and other terms, collectively, the “Digital Asset Terms”).


2.4 Digital Assets Transactions

On the Blockchain, transactions regarding Digital Assets are managed and confirmed. When you engage in a

transaction, you understand that your Blockchain public address may become

publicly visible. Elumia is not and shall not be a party to any transaction or

dispute between any original minter of a Digital Asset (other than any Digital

Asset that we mint) and any subsequent owner of such Digital Asset (unless we

are the owner of such Digital Asset), whether arising from any rights granted

in such Digital Asset or otherwise, unless otherwise specified in connection

with such Digital Asset.


2.5 Rules of the game

The Services may allow you to use certain actions in connection with one or more Digital Assets that result

in the swapping, trading, or exchanging of the Digital Asset for modified, new,

or otherwise different Digital Asset (each a "Play"). You may receive

the Digital Asset with different traits than the Digital Asset that you used in

a Play. For example, you may receive Digital Asset with traits that represent

different elements of rarity or "level" status. Elumia does not

guarantee that the Digital Asset that you receive from a Play will have similar

or equivalent attributes or value to the Digital Asset you initially used.

Elumia is not liable to you for (i) any Digital Asset that you use in a Play,

or (ii) any Digital Asset that you receive in connection with a Play. There may

be instances where a Play results in a Digital Asset being sent to a Null

Address, deleted, or otherwise rendered unusable ("Burned"), in each

case in accordance with the functionality of the Services at the time and any

in-game supplemental terms. Any action that results in such Digital Asset being

irrevocably modified or Burned is permanent and irreversible. In connection

with your use of the Services, you acknowledge and agree that Elumia shall not

be liable for any irrevocably modified or Burned Digital Asset.


2.6 Marketplace

Users can buy, sell, and trade certain Digital Assets on the Elumia marketplace ("Marketplace”).

On the Marketplace, pricing and payment terms will be specified at the point of sale,

including details related to any Digital Assets offered. Elumia reserves the

right to limit the use of the Marketplace to the listing and sale of certain

Digital Assets or collections. Digital Assets listed on the Marketplace are

being offered by individuals seeking to sell such Digital Assets (“Sellers”),

while the actual contracts for sale are between the Sellers and the individuals

seeking to purchase such Digital Assets (“Buyers”). The users who have

purchased Digital Assets on the Marketplace, either as an initial sale or as a

secondary sale, may be able to resell those Digital Assets on the Marketplace

and/or on any third-party marketplace, subject to these terms and conditions

and any supplemental terms & conditions. Elumia is not the seller of any

Digital Asset listed on the Marketplace, and Elumia will not provide or deliver

any Digital Assets except where explicitly noted at time of sale. In our

discretion, we may assist to facilitate the resolution of Disputes through

various programs, but we have no control over whether Sellers will be able to

sell or receive compensation for Digital Assets, whether Buyers will be able to

purchase or pay for Digital Assets, or whether a Buyer and Seller will actually

complete a transaction. Elumia may provide pricing and guidance for Digital

Assets sold by Sellers on our Marketplace, but such information is only for

informational purposes. Elumia does not have control over the quality, safety,

timing, legality, failure to provide, or any aspect whatsoever of any Digital

Assets advertised or sold by Sellers, or of the integrity, responsibility, or

any actions of any users. Elumia does not make any representations regarding

any transactions or interactions, whether public, private, online or offline,

including their suitability, reliability, timeliness or accuracy.


2.7 Selling on the Marketplace




Elumia may ask you for additional information or copies of

identifying documents that will allow us and/or our dApp Providers (defined

below) to identify you to help prevent the funding of terrorism and money

laundering activities. You may be required to provide additional information

and documents at our discretion. You may be removed from the Services and/or

terminated from selling, purchasing or using Digital Assets via the Marketplace

if you fail to provide such information upon request or violate these Terms and

Conditions. When you sell or offer for sale a Digital Asset on the Marketplace,

You hereby appoint Elumia as your limited agent exclusively for the purpose of

receiving, holding and settling payments due to you from the sale of Digital

Assets. In accordance with these Terms and Conditions, Elumia will process and

settle payments that are actually received by Elumia, less any amounts owed to

Elumia, including taxes, fees, and other obligations. You agree that a payment

received by Elumia on your behalf satisfies the payor’s obligation to make

payment to you, regardless of whether Elumia actually settles such payment to

you. In the event Elumia fails to settle any such payments to you as described

in these Terms and Conditions, you will have recourse only against Elumia and

not the payor, since payment is deemed made by the payor to you as soon as

Elumia receives it.


2.8 Disclaimer relating to the Services

In all cases, Elumia's information is intended solely for informational and entertainment purposes

through any platform or through the services. It should not be understood as,

nor is it intended to be, an offer to sell, or the solicitation of an offer to

buy, any interest in any security, entity, investment vehicle or contract,

including, but not limited to, digital assets.


2.9 Updates Services are evolving, and users understand that. Consequently, we may require you to accept updates in

order to continue to use the Services. You acknowledge and agree that we may

update the Services with or without notifying you. In order to use the Services,

you may need to update third-party software from time to time. These Terms and

Conditions shall apply to any future releases, updates or additions to the

Services. Elumia, its suppliers and service providers reserve all rights not

granted in these Terms and Conditions. Under these Terms and Conditions, any

unauthorized use of any Service terminates the licenses granted by us.





3.1 Ownership 

We reserve the right, unless otherwise stated in writing, to hold Elumia's proprietary rights in relation to

the Services and all content and other materials contained therein, including,

without limitation, all designs, text, graphics, pictures, information, data,

software, sound files, and other files (collectively, “Content”) or our

affiliates, licensors or users, as applicable. The Elumia logo and any Elumia

product, service name, logo, slogan, trademark and service mark contained

therein (the "Marks") are owned, controlled by us or licensed to us,

and are protected by copyright and trademark laws, as well as other

intellectual property rights and unfair competition laws applicable to the Hong Kong,

and international conventions. Except as expressly provided in these

Terms and Conditions, no part of the Services and no Content or Marks may be

copied, reproduced, aggregated, republished, uploaded, posted, publicly

displayed, encoded, translated, transmitted, distributed, sold, licensed, or

otherwise exploited for any commercial purposes whatsoever without our express

prior written consent. 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 Elumia.


3.2 Access to Services 

Upon your continued compliance with these Terms and Conditions and eligibility to use the Services, you are

hereby granted a limited, revocable, non-exclusive, non-transferable,

non-assignable, non-sublicensable, “as is” right to access and use the Services

and Content for your own personal, non-commercial use; provided, however, that

(except as and solely to the extent expressly set forth herein) such right does

not include any right to (i) sell, resell, or use commercially the Services or

Content, (ii) distribute, publicly perform, or publicly display any Content,

(iii) modify or otherwise make any derivative uses of the Services or Content,

or any portion thereof, (iv) use any data mining, robots, or similar data

gathering or extraction methods, (v) download (other than page caching) any

portion of the Services or Content, except as expressly permitted by us, and

(vi) use the Services or Content other than for their intended purposes. As to

the Services and all components thereof, including without limitation the Site,

the App, the Content, and the Marks, Elumia reserves all rights not expressly

granted hereunder.

3.3 Legacy Digital Asset License

In connection with any Digital Asset sold by Elumia before April 22, 2022 (each, a “Legacy

Digital Asset”), the terms of this Section 3.3 and only the terms of this Section 3.3 shall apply. Elumia hereby grants you a limited, revocable, royalty-free, worldwide right and license to use the artwork, if any, contained within such Legacy Digital Asset in order to create certain derivative works thereof in digital or tangible form (the “Fan Art”), solely for personal, non-commercial use. Fan Art (i) shall not include any Marks (including without limitation any Elumia logo, Elumia Shard logo, ELU logo, etc.); (ii) must be clearly and prominently designated in all manners and mediums as “Elumia

Fanart”; and (iii) if displayed in any online format, must link (1) to https://www.elumia.io/ AND (2) directly to the precedent Legacy Digital Asset.

If you are the then-current owner of any Legacy Digital Asset, you are granted a limited license, subject to these Terms of Use, to create Fan Art from such Legacy Digital Asset and to use such Fan Art for commercial purposes; provided that your revenue from Fan Art derived from such Legacy Digital Asset must not exceed ten thousand U.S. Dollars ($10,000), except subject to the execution of

a separate commercial license agreement between you and Elumia.



3.4 Digital Asset Terms

With respect to any Digital Asset sold by Elumia and purchased, acquired, or otherwise received by users,

unless otherwise set forth at point of sale or of such Digital Asset, the

following Digital Asset Terms shall apply:



Each Digital Asset may contain or include certain artwork

owned or created by Elumia (the “Artwork”). Users understand and agree that

Elumia owns all legal rights, title and interest in and to the Artwork, and all

intellectual property rights therein. Digital Assets may also embody or include

one or more Marks (collectively with the Artwork embodied by such Digital

Asset, the “Visual IP”). In the Digital Assets, Visual IP is neither stored nor

embedded; it is accessible through Digital Assets. Although each Digital Asset

itself is owned by its then-current owner, the Visual IP embodied therein is

licensed, pursuant to these Digital Asset terms, and not transferred or sold,

to such owner. Users' rights in and to the Visual IP are limited to those

expressly outlined in these Digital Asset Terms. All rights in and to the

Visual IP not expressly granted to you herein are reserved by Elumia and its




As a condition of your lawful acquisition or purchase of a Digital Asset, and your

continued compliance with these Digital Asset Terms, Elumia grants you a

worldwide, non-exclusive, revocable, royalty-free license, with no right to sub-license,

(a) to display the Visual IP, solely for the following purposes: (i) for your

own personal, non-commercial use (e.g., display in a virtual gallery, on a

mobile device, as an avatar, or in your home); (ii) through or as part of a

marketplace allowing the purchase and sale of your Digital Assets in connection

with such potential purchases or sales, provided the marketplace

cryptographically verifies rights to ensure the actual owner can offer Digital

Assets for sale; or (iii) on a third-party website or application that allows

your Digital Assets to be included, involved, or participated in, provided the

website/application cryptographically verifies rights to ensure that only the

actual +owner can view the Digital Asset; and (b) to access certain limited features

or exercise certain privileges on or through the Services, including playing

the games enabled thereby, in accordance with the functionalities of such

Services and as Elumia may modify these functionalities at its sole discretion

from time to time. Digital Assets are provided by Elumia, Visual IP is licensed

to the current owner of the Digital Assets, and the Services are provided

"as is.". Any warranty or condition, whether express or implied, is

hereby disclaimed by Elumia, including, without limitation, any warranty or

condition of title, non-infringement, merchantability, or fitness for a

specific purpose. According to these digital asset terms, the license to

display the Visual IP embodied in a digital asset is automatically and always

transferred with the Digital Assets. Otherwise, the license to display the

visual IP embodied in each Digital Asset is non-transferable. 


You understand and agree that the license granted to you in these Digital Asset Terms applies only to the

extent that you lawfully purchased or acquired a Digital Asset and, with

respect to any such Digital Asset, for so long as you own such Digital Asset.

When you sell, trade, donate, give away, transfer, or otherwise dispose of your

Digital Asset, the license granted in these Digital Asset Terms will terminate

immediately with respect to such Digital Asset without any additional notice to

you, and you will no longer have any rights to the Visual IP embodied in such

Digital Asset. The license granted in these Digital Asset Terms will also

automatically terminate, with all rights returning to Elumia, if: (a) you

breach these Digital Asset Terms or the Terms and Conditions, including any

unauthorized transfers or acquisitions of Digital Assets; or (b) you engage in

any unlawful business practice related to Digital Assets. Elumia may disable

your access to the Visual IP and/or deny you access to the Services and/or any

further benefits, services, or goods associated with the Digital Asset if you

did not lawfully purchase or acquire the Digital Asset or upon any termination

of the license granted in these Digital Asset Terms.


iii. RESTRICTIONS. You agree not to do or allow any third party to do or attempt to do any of the

following without Elumia's express prior written consent in each case: (i)

modify, distort, or perform any other change to the Visual IP in any way, including,

without limitation, the shapes, designs, drawings, attributes, or color

schemes; (ii) use the Visual IP as a brand or trademark or to advertise,

market, or sell any product or service (other than an authorized offering of a

Digital Asset itself); (iii) use the Visual IP 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 or promote illegal

activities; (iv) 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 Visual

IP; (v) attempt to trademark, copyright, or otherwise acquire additional

intellectual property rights in or to the Visual IP; (vi) use the Visual IP in

connection with disparaging statements about Elumia and/or its affiliated

companies, or otherwise damage the goodwill, value, or reputation of Elumia, or

represent or imply that your exercise of the licenses granted hereunder is

endorsed by Elumia and/or its affiliated companies; or (vii) otherwise utilize

the Visual IP for your or any third party’s commercial benefit (except as

otherwise permitted herein and/or other than an authorized offering of the

Digital Asset itself). The restrictions herein will survive the expiration or

termination of the licenses granted. Without limiting the foregoing, the

license granted by these Terms and Conditions does not include: (a) the right

to use the Visual IP in connection with additional digital assets; or (b) the

right to create derivative works of the Visual IP. You may not use or attempt

to register any asset (including, without limitation, any domain names, social

media accounts, or related addresses) that contains or incorporates any Visual

IP, or any other representation, name, or mark that may be confusingly similar

to any of Elumia’s intellectual property.



Subject to these Terms and Conditions, you may transfer to

a third party any Digital Asset that you lawfully own to a third party. If you

transfer any Digital Asset, you must make the transferee aware of these Digital

Asset Terms and make a written agreement with the transferee to follow and be

bound by them. You understand and agree that any transfer of a Digital Asset,

by you or by the then-current owner, is subject to Elumia’s then-current fee as

set forth in the Services.




When you access or use the Services, you consent to receiving communications from us electronically (e.g.,

via email, Discord, or by posting notices to the Services). These

communications may include notices regarding your use of the Service (e.g.,

transactional information) and are part of your relationship with us. You

understand and agree that any notices, agreements, disclosures, or other

communications that we publish electronically will meet all legal communication

requirements, including, but not limited to, written communication

requirements. You should keep copies of electronic communications from us by

printing or saving them. In any case, we are under no obligation to store or

make available any electronic communications for your later use.




5.1 Creating an Account

The Services may require you to create an account in order to access certain features (“Account”). In creating

an Account, you agree to (i) provide accurate, current, and complete personal

information about yourself as requested by the registration form, including

your contact information, such as your email (the “Registration Data”);(ii)

Ensure that your Registration Data is true, accurate, current, and complete,

you need to maintain and update it promptly; (iii) consent to us using your

Registration Data in any manner permitted under applicable law, including

sharing it with third parties; and (iv) consent to receiving electronic

communications (e.g., via email or other means) about your account and

promotional and marketing communications from us or third parties with whom we

have shared your contact information. You represent that you are (A) at least

eighteen (18) years old; and (B) not a person barred from using the Services

under the laws of your place of residence or any other applicable jurisdiction.

All activities under your Account are your responsibility. Any use of a payment

instrument (e.g., your digital wallet) initiated or enabled by or through your

Account is your responsibility. Your accounts and passwords may not be shared

with anyone, and you agree to inform Elumia immediately of any unauthorized use

of your password or any other breach of security. Any information you provide

(including without limitation Registration Data) that is untrue, inaccurate,

not current, or incomplete, or Elumia has reasonable grounds to suspect that

any information you provide is untrue, inaccurate, not current, or incomplete,

Elumia has the right to suspend or terminate your Account without notice and

refuse any and all current or future use of the Services (or any portion

thereof). Except as expressly permitted by us in writing, you agree not to

create an Account using a false identity or information, or on behalf of

someone other than yourself. Elumia reserves the right to remove or reclaim any

username at any time for any reason, including, but not limited to, claims by a

third party that the username violates the rights of the third party. You

acknowledge and agree that you shall have no ownership or other property

interest in your Account, notwithstanding anything to the contrary herein.

Furthermore, you acknowledge and agree that all rights in and to your Account

are and shall forever be owned by and inure to the benefit of Elumia.


5.2 User Representations and Warranties In using the Services, you hereby represent and warrant, to and for the benefit of Elumia, its affiliates, and their respective representatives, as follows:

·      Authority: You have all requisite capacity, power and authority to enter into, and perform your obligations under these Terms and Conditions.

·      Information Accuracy: All information provided by you to Elumia and/or its third-party designees, including Registration Data, is accurate and complete. None of: (i) you; (ii) any of your affiliates; (iii) any other person having a beneficial interest in you; or (iv) any person for whom you are acting as agent or nominee in connection with these Terms and Conditions is: (A) a country, territory, entity or individual included in any trade embargoes or economic sanctions list (such as the United Nations Security Council sanctions list or the Office of Foreign Assets Control of the U.S. Department of the Treasury list as provided at http://www.treas.gov/ofac), or a person or entity prohibited under the OFAC programs, regardless of whether or not they appear on the OFAC list, or a person or entity included in the denied persons or entity list of the U.S. Department of Commerce; or (B) a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure.

·      Independent Investigation and Non-Reliance: You are sophisticated, experienced and knowledgeable regarding blockchain technologies and digital assets. Furthermore, you have conducted your own independent investigation of the Services and the matters contemplated by these Terms and Conditions, formed your own independent judgment regarding the benefits and risks of and the necessary and desirable practices regarding the foregoing, and, in making the determination to use the Services, you have relied solely on the results of such investigation and such independent judgement. Generally, without limiting the scope of this statement, you acknowledge, understand and agree that legal requirements in relation to blockchain technologies and digital assets, including the Digital Assets, are uncertain, and you have conducted an independent investigation of such potentially applicable legal requirements and the resulting risks and uncertainties, including the risk that one or more governmental entities or other parties may assert that any digital assets or cryptographic tokens (including the Digital Assets) constitute securities under applicable law. You hereby irrevocably disclaim and disavow reliance upon any statements or representations made by or on behalf of, or information made available by, Elumia, in determining to enter into these Terms and Conditions or use the Services.

·      Litigation: There are no pending legal proceedings pertaining to your use of the Services or other token- or digital asset trading or blockchain technology activities.

·      Compliance: You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies or token trading activities. No investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity or practice.


You must provide all equipment and software necessary for connecting to the Services, including but not

limited to, a mobile device that is suitable for connecting with and using the Services, in cases where the Services offer a mobile component. You are solely responsible for all fees incurred when accessing the Services, including

Internet connection and mobile fees.




6.1 Prices and payment terms for Digital Assets are as stated at point of sale or otherwise on the Services,

and any payment obligations you incur are binding at the time of purchase. You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which you have contracted to pay at the time of purchase.

For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, shall impact or excuse your obligations regarding any purchase. The acceptance of a particular cryptocurrency as a payment method by Elumia is subject to change at any time in Elumia’s sole discretion.


6.2 By purchasing a Digital Asset, you agree that you have read, understood, and agree to be bound by any

Digital Asset Terms applicable to the sale of that Digital Asset, including any

Secondary Sale Fee (regardless of whether such Secondary Sale Fee is enforced

or supported by the platform, blockchain or marketplace that facilitates a

Secondary Sale). Furthermore, you agree to bind any subsequent purchaser of the

Digital Asset to these Digital Asset Terms.


6.3 Payment processing and related services (e.g., digital wallet management, card acceptance, merchant

settlement) for the Services will be handled by Elumia’s third party dApp

Providors (each, a “dApp Provider”). Your use of the Services and the payment

processing and related services provided by a dApp Provider is subject to your

agreement(s) with such dApp Provider for such Services and payment processing

and related services, as may be modified by the dApp Provider from time to time

(collectively, “dApp Provider Agreement”). In order to use the dApp Provider’s

payment processing and related services, you must provide accurate and complete

information, and you authorize us to share this information with the dApp

Provider and to charge your payment method for all amounts that may become due

under this Agreement. Your use of the dApp Provider’s payment processing and

related services is conditioned upon your compliance with the dApp Provider

Agreement, and if the dApp Provider Agreement is terminated by the dApp

Provider, you may not be able to use the Services, or you may have your use of

the Services suspended or terminated. Upon notice to you, we may change or add

other payment processing services, which may be subject to additional terms and

conditions. We will have no control over the dApp Provider’s payment processing

and related services and cannot reverse or refund any transactions.


6.4 Each Blockchain may charge a transaction fee (a "Gas Fee") for any transaction that occurs on

the Blockchain, such Gas Fee depending on the structure and composition of the

Blockchain. As a result, you may have to pay a Gas Fee for each transaction

carried out through the Services. Gas Fees may vary based on market conditions

on the applicable Blockchain, and Elumia shall have no liability to you in

connection with the same.


6.5 In addition to the Gas Fee, each time you use a Smart Contract to conduct a transaction with another user

via the Marketplace or other parts of the Services, you authorize us to collect

a commission based on the total value of that transaction (each, a

“Commission”). We will receive the Commission directly through the Blockchain

as part of the applicable transaction, and you acknowledge and agree to this.


6.6 In the event Elumia determines it is legally required to collect any Sales Tax (including, without

limitation, any taxes that may become payable as the result of your purchase or

sale of any of your Digital Assets) from you under these Terms and Conditions,

Elumia shall collect such Sales Tax. In the event that any services or

products, or any payments for any services or products, under this Agreement

are subject to any Sales Tax in any jurisdiction and you have not remitted the

applicable Sales Tax to Elumia, you will be responsible for paying any

applicable Sales Tax and any related penalties or interest to the relevant tax

authority, and you will indemnify Elumia for any liability or expense Elumia

may incur in connection with such Sales Taxes. Upon request from Elumia, you

will provide it with official receipts issued by the appropriate taxing

authority, or other such evidence that you have paid all applicable taxes. In

this section,“Sales Tax” means any sales or use tax and any other tax measured

by sales proceeds that is the functional equivalent of a sales tax where the

applicable taxing jurisdiction does not otherwise impose a sales or use tax.




7.1 The term “User Content” refers to any information and/or content that users submit to, or use with, the

Services (e.g., content in the user’s profile or postings) or any of Elumia’s

profiles on other properties (e.g., Discord). Your User Content is solely your

responsibility. All risks associated with the use of your User Content are your

responsibility, including any reliance on its accuracy, completeness, or

usefulness by others, or any disclosure of your User Content that personally

identifies you or any third party. You hereby represent and warrant that your

User Content does not violate our Acceptable Use Policy set forth in Section

10. You may not in any way indicate that Elumia provided, sponsored, or

endorsed your User Content. Since you are solely responsible for your User

Content, you may expose yourself to liability if, for example, your User

Content violates the Acceptable Use Policy. Your User Content may be deleted at

any time without prior notice by Elumia, and Elumia is not obligated to backup

your User Content. If you wish, you are solely responsible for creating and

maintaining your own backup copies of your User Content.


7.2 By this Terms and Conditions, you grant (and you represent and warrant that you have the right to

grant) to Elumia an irrevocable, nonexclusive, royalty-free and fully paid,

worldwide license to reproduce, distribute, publicly display and perform, prepare

derivative works of, incorporate into other works, and otherwise use and

exploit your User Content, and to grant sublicenses of the foregoing rights, to

provide and improve the Services and our other products and services. Regarding

your User Content, you irrevocably waive (and agree to cause to be waived)

any/or claims or assertions of moral rights or attribution. 


7.3 In our sole discretion, we reserve the right (but have no obligation) to review, refuse and/or remove any

User Content, and to investigate and/or take appropriate action against you in

our sole discretion if you violate the Acceptable Use Policy or any other

provision of these Terms and Conditions or otherwise create liability for us or

any other person. Such action may include removing or modifying your User

Content, terminating your access to the Service in accordance with Section 11,

and/or reporting you to law enforcement authorities.


7.4 You understand and agree that submission of any questions, comments, suggestions, ideas, documents,

proposals, feedback, or other information regarding the Services

(“Submissions”) provided by you to us is at your own risk and that Elumia has

no obligations (including without limitation obligations of confidentiality)

with respect to such Submissions. You hereby grant to Elumia a fully paid,

royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully

sublicensable right and license to use, reproduce, perform, display,

distribute, adapt, modify, re-format, create derivative works of, and otherwise

commercially or non-commercially exploit in any manner, any and all

Submissions, and to sublicense the foregoing rights, in connection with the operation

and maintenance of the Services and/or Elumia’s business. You hereby waive any

moral rights to any such Submissions that would limit the foregoing license

grant to the fullest extent permitted by applicable law, and you hereby warrant

that any such Submissions are original with you or that you have the right to

submit such Submissions and grant the foregoing licenses.




You are solely responsible for your interactions with other users and any other parties with whom you

interact; provided, however, that we reserve the right, but have no obligation,

to intercede in any disputes between users. The Services may contain User

Content submitted by other users. User Content is neither under our control nor

under our responsibility. 


We have no obligation to review or monitor, and do not approve, endorse or make any representations or

warranties with respect to, User Content, including without limitation any User

Content embodied by or otherwise made available through the Services. Interacting

with other users and using User Content is at your own risk. You understand and

agree that Elumia will not be responsible for any liability incurred as the

result of your interactions with other users. You should exercise caution and

common sense to protect your personal safety and property when interacting with

other users, just as you would when interacting offline with strangers. Elumia,

our subsidiaries, affiliates, employees, agents, partners, suppliers and

licensors (each, an “Elumia Party” and collectively “Elumia Parties”) are not

responsible for the conduct, whether online or offline, of any user of the

service. You agree that Elumia party will not be liable for any claims,

injuries or damages arising in connection with your interactions with other

users of the service or your use of or your use of or inability to use any

Digital Assets purchased from any seller.





The Services may include links to third-party websites ("Third-Party Websites"), as well as

articles, photographs, texts, graphics, pictures, designs, music, sound, video,

information, applications, advertisements, software, and other content or items

belonging to or originating from third parties ("Third-Party

Content"). By clicking on a link to a Third-Party Website or Third-Party

Content, we will not notify you that you have left the Services and you become

subject to the terms and conditions (including privacy policies) of another

website or destination. Elumia has no control over or responsibility for such

Third-Party Websites and Third-Party Content, and we do not investigate,

monitor, or verify their accuracy, appropriateness, or completeness, and we are

not responsible for any Third-Party Websites accessed through the Site and/or

the App; any Third-Party Content posted on, available through, or installed

from the Site and/or the App; or any advertisements placed on the Site and/or

the App, any services provided on the Site and/or the App, or products sold

through those advertisements; including the content, accuracy, offensiveness,

opinions, reliability, privacy practices, or other policies of or contained in

the Third-Party Websites or the Third-Party Content. Inclusion of, linking to,

or permitting the use or installation of any Third-Party Websites or any

Third-Party Content does not imply approval or endorsement thereof by us. You

should be aware that when you decide to leave the Site and/or the App and

access the Third-Party Websites or to use or install any Third-Party Content,

you do so at your own risk and these Terms and Conditions no longer govern. You

should review the applicable terms and policies of any website to which you

navigate from the Site and/or the App, including privacy and data collection

practices, and/or relating to any applications you use or install from the Site

and/or the App. Any purchase you make through Third-Party Websites will be

through other websites and from other companies, and we take no responsibility

whatsoever in relation to such purchases which are exclusively between you and

the applicable third party. 


You acknowledge and agree that we do not endorse any products and/or services offered on Third-Party Websites;

and you hereby waive any claims against Elumia Parties arising from or related

to any Third-Party Content or Third-Party Websites. If you are an advertiser,

you warrant and represent that you possess all rights and authority to place

advertisements on the Site and/or the App, including, but not limited to,

intellectual property rights, publicity rights, and contractual rights.




The service may be not accessed

or used for any purpose other than that for which we make the Services

available for.


You shall not (and shall not permit any third party) to:


·      use the Services for any purpose that is prohibited by these Terms and Conditions or is inconsistent with applicable law, rule, or regulation;

·      access the Services by automated or other non-human means, whether through a bot, script or otherwise, except subject to a separate written agreement with us for the following purposes:

·      Management of scholarships.

·      Facilitating transparency and analysis through public tools and bots.

·      Developing private, non-commercial tools which store data for analytical purposes. Please note that anyone abusing public APIs by spamming requests may be banned from using such APIs in the future.

·      Breeding, EXCEPT when there is a breeding event happening. In advance, Elumia will announce these events on Discord, Twitter, or other similar channels. Interacting directly with the breeding Smart Contracts is expressly forbidden during breeding events;

·      Frame or use framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of Elumia;

·      Use any metatags or other “hidden text” with Elumia’s name or trademarks;

·      Modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Services, except to the extent the foregoing restrictions are expressly prohibited by applicable law;

·      Remove or destroy any copyright notices or other proprietary markings contained on or in the Services;

·      Take any action or make available any content on or through the Services that (i) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane, including without limitation in an attempt to learn sensitive Account information such as user passwords; (ii) constitute unauthorized or unsolicited advertising, junk or bulk e-mail; (iii) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Elumia’s prior written consent; (iv) impersonates any person or entity, including any employee or representative of Elumia, or uses the username of another user; or (v) interferes with or attempts to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by this Terms and Conditions. Without limiting the foregoing, except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means;

·      Systematically retrieve data or other content from the Services without written permission from us to create or compile, directly or indirectly, a collection, compilation, database, or directory;

·      Use a buying agent or purchasing agent to make purchases on the Services;

·      Circumvent, disable, bypass, or otherwise interfere with or attempt to interfere with any security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein;

·      Misuse our support services or submit false reports of abuse or misconduct;

·      Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools, except for the allowable purposes enumerated at the beginning of this Section 10;

·      Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Site;

·      Sell or otherwise transfer or attempt to transfer your Account;

·      Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise not expressly permitted hereunder;

·      Disparage, tarnish, or otherwise harm or attempt to harm Elumia and/or any of the Services, as determined by us in our sole discretion;

·      Use the Blockchains to carry out any illegal activities in connection with or in any way related to your access to and use of the Services, including but not limited to money laundering, terrorist financing, or deliberately engaging in activities designed to adversely affect the performance of the Blockchains or the Services;

·      Engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading practices;

·      Engage in any practice aimed at manipulating the outcome of any Elumia match, whether it is in the arena or tournaments, or engage in any form of match-fixing, win-trading, or colluding between competitors, that goes against the spirit that all players should play to their best abilities, as determined by Elumia at our sole discretion; or

·      Use an Elumia non-fungible token(s) in any manner not then-currently permitted (a) by the rules of the applicable game; or (b) as communicated by Elumia through official channels such as Discord, Twitter, Substack or other means of communication. Use of an Elumia non-fungible token(s) in any prohibited manner may result in the disqualification and ineligibility of Accounts for rewards, prizes, or other benefits that would otherwise be available to eligible Accounts.


The rights granted to you in these Terms and Conditions are subject to your compliance with the restrictions

set forth in this Section. These Terms and Conditions will apply to any future

release, update, or addition to the Services.


By using the Services, you further represent and warrant that (1) you (a human being) will only use one

Account to earn tokens in any 24-hour period; (2) you, as an Elumias owner, are

responsible for the actions of any “scholars” (players using any Elumias you

own) that play on your behalf, and that their actions can have consequences for

any connected Accounts that you own; (3) you will not manipulate the energy

system, such as gifting Elumias to make use of more energy (This goes under



For the avoidance of doubt, within any 24-hour period, (i) you may use the Services on one Account across

multiple devices; (ii) multiple people including you may log in to a single Account; and (iii) you may own multiple Accounts (however, you cannot play using multiple Accounts in any 24-hour period).


Elumia may restrict or refuse the provision of Services in certain countries or regions at its sole

discretion. The Services may not be intended for use in your jurisdiction. It is your responsibility to ensure that your use of the Services complies with applicable laws.




In case you want to terminate the Services, you may do so by (a) notifying us at any time; and (b) closing

your Account; provided, however, that notwithstanding any such termination and

for the avoidance of doubt, these Terms and Conditions will continue to apply

with respect to any Digital Assets owned by you and all of your User Content.

While you use the Services, these Terms and Conditions remain in full force and

effect. Regardless of any other provisions of these Terms and Conditions, we

reserve the right to, in our sole discretion and without notice or liability,

terminate these Terms and Conditions and/or deny access to and use of the

services (including blocking certain ip addresses) to any person for any reason

or for no reason, including without limitation for breach of any

representation, warranty, or covenant contained in these Terms and Conditions

or for violation of any applicable law, rule, or regulation. we may terminate

your use of or participation in the services or delete your account without

warning, in our sole discretion. For any reason, if we terminate or

suspend your Account, you are prohibited from registering and creating a new

Account under your name, a fake or a borrowed name, or the name of any third

party, or from otherwise using the Services, even if you are acting on behalf

of the third party. Furthermore, we reserve the right to take appropriate legal

action, including without limitation pursuing civil, criminal, and injunctive

redress, as set forth in more detail in Section 17, below. You acknowledge and

agree that any termination of your right to access and use the Services may

involve deletion of your User Content associated with your use of the Services

from our live databases. In the event that Elumia terminates your rights under

these Terms and Conditions, including your right to access and use the Services

or deletion of your User Content, Elumia will have no liability to you

whatsoever. All sections intended by their nature to survive will survive the

termination of these Terms and Conditions.




These Terms and Conditions and your use of the Services are governed by and constructed in accordance with the

laws of the Hong Kong, as applicable to agreements made and to be entirely performed

in the Hong Kong, without regard to its conflicts of law principles.




13.1 Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms

and Conditions (each a “Dispute” and collectively, the “Disputes”) brought by

either you or us (individually, a “Party” and collectively, the “Parties”), the

Parties agree to first attempt to negotiate any Dispute (except those Disputes

expressly provided below) informally and in good faith for at least the lesser

of (i) the time necessary to resolve such Dispute or (ii) thirty (30) days

before initiating the arbitration. Such informal negotiations commence upon

written notice from one Party to the other Party.


13.2 Binding Arbitration

The Disputes (except those Disputes expressly excluded below) will be finally and exclusively resolved by

binding arbitration, if a Party is unable to resolve a Dispute through informal

negotiations. You understand and agree that without this provision, you would

have the right to sue in court and have a jury trial. The arbitration shall be

commenced and conducted under the Commercial Arbitration Rules of the American

Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary

Procedures for Consumer-Related Disputes (“AAA Consumer Rules”), both of which

are available at the AAA website www.adr.org. Your arbitration fees and your

share of arbitration compensation shall be governed by the AAA Consumer Rules

and, where appropriate, limited by the AAA Consumer Rules. We will pay all the

arbitration fees and expenses, if such costs are determined by the arbitrator

to be excessive. Except where otherwise required by the applicable AAA rules or

applicable law, the arbitration can take place in the Hong Kong. Parties may litigate

in court to compel arbitration, stay proceedings pending arbitration, or

confirm, modify, vacate, or enter judgment on the arbitrator's award, except as

otherwise provided herein. In the event that a Dispute proceeds in court rather

than arbitration, the Dispute shall be commenced or prosecuted in the state and

federal courts located in the Hong Kong, sitting in Hong Kong, and the Parties hereby

consent to and waive all defenses of lack of personal jurisdiction, and forum

non conveniens with respect to venue and jurisdiction in such state and federal

courts. In no event shall any Dispute brought by either Party related in any

way to Services be commenced more than one (1) year after the cause of the

action arose. Each Party understands and agrees that, in the event that this

provision is found to be unenforceable, neither Party will elect to arbitrate

any Dispute that falls within that portion of this provision that is found to

be unenforceable. Any Dispute between the parties shall be decided by a

competent court within one of the courts listed or jurisdictions above, and

each Party agrees to submit to the court's personal jurisdiction.


13.3 Exceptions to the Informal

Negotiations and Arbitration The Parties understand and agree that the above provision regarding informal negotiations and binding

arbitration does not apply to the following Disputes: (a) any Dispute involving

enforcing or protecting, or concerning the validity of, the intellectual

property rights of a Party, (b) any Dispute involving, or arising from,

allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c)

any claim for injunctive relief. Each Party understand and agrees that, if any

portion of this provision is found to be unenforceable, then neither Party will

elect to arbitrate any Dispute falling within that portion of this provision

found to be unenforceable, and such Dispute shall be decided by a court of

competent jurisdiction located in the Hong Kong.





You expressly acknowledge and agree that your access to and use of the Services are at your sole risk, and

that the Services are provided “as is” and “as available” without warranties of

any kind, whether express or implied. Elumia parties make no express warranties

and hereby disclaim all implied warranties regarding the Services and any part

of them to the fullest extent permissible pursuant to applicable law

(including, without limitation, the site, any smart contract, or any external

websites), including the implied warranties of merchantability, fitness for a

particular purpose, non-infringement, correctness, accuracy, and reliability.

Without limiting the generality of the foregoing, Elumia Parties do not

represent or warrant to you that: (i) your access to or use of the Services

will meet your requirements, (ii) your access to or use of the Services will be

uninterrupted, timely, secure or free from error, (iii) usage data provided

through the Services will be accurate, (iii) the Services or any content,

services, or features made available on or through the Services are free of

viruses or other harmful components, or (iv) that any data that you disclose

when you use the Services will be secure. some jurisdictions do not allow the

exclusion of implied warranties in contracts with consumers, so some or all of

the above exclusions may not apply to you. You accept the inherent security

risks of providing information and dealing online over the internet and agree

that we have no liability or responsibility for any breach of security unless

it is due to our gross negligence. We will not be responsible or liable to you

for any losses you incur as the result of your use of the Solana network, the electronic wallet, or any other

third-party services or third-party blockchains, including but not limited to

any losses, damages or claims arising from: (a) user error, such as forgotten

passwords or incorrectly construed smart contracts or other transactions; (b)

server failure or data loss; (c) corrupted wallet files; (d) unauthorized

access or activities by third parties, including but not limited to the use of

viruses, phishing, brute forcing or other means of attack. The Digital Assets,

including the Elumias, are intangible assets that exist only by virtue of the

ownership record maintained on the Solana network. All Digital Assets exist

only by virtue of the record thereof on the decentralized ledger within the

Solana network. Elumia does not control Digital Assets and does not make any

guarantees or promises regarding Digital Assets. Elumia is not responsible for

losses due to blockchains or any other features of or inherent to blockchain

technology, including but not limited to late reports by developers or

representatives (or no reports at all) of any issues with the blockchain

supporting any blockchain network or including forks, technical node issues,

and any other issues resulting in losses of funds. You acknowledge and agree

that the Elumia Parties are not liable, and you agree not to seek to hold any

Elumia party liable, for the conduct of third parties, including operators of

external sites, and that you are solely responsible for any economic damages

resulting from such third parties. Your communications and interactions with

other users of the services are solely your responsibility. You understand and

agree that Elumia does not make any attempt to verify the statements of users.

Elumia makes no representations or warranties as to the conduct of users of the

Services or their compatibility with any current or future users of the

Services. You understand and agree to take reasonable precautions in all

communications and interactions with other users of the Services, particularly

if you decide to meet offline or in person. You acknowledge and agree that

Elumia does not conduct background checks on any user. Elumia makes no warranty

that the goods or services provided by third parties will meet your

requirements or be available on an uninterrupted, secure, or error-free basis. 

We are not responsible for any

losses or harms sustained by you due to vulnerability or any kind of failure,

abnormal behavior of software (e.g., smart contract), blockchains, or any other

features of or inherent to the Digital Assets. We are not responsible for any

casualties caused by developers’ or representatives’ delay or failure to report

any issues with any blockchain supporting Digital Assets, including without

limitation forks, technical node issues, or any other issues that result in

losses of any sort. We do not transfer legal ownership of Digital Assets from

the Seller to the Buyer. The Services may be interfered with by numerous

factors outside of our control, and we cannot guarantee continuous access or

secure access to the Services. Consequently, we exclude any implied warranties,

terms, and conditions to the full extent permitted by law.




You acknowledge and agree that, to the fullest extent permitted by law, the Elumia parties will not be liable

to you or to any third party for any indirect, incidental, special,

consequential, or exemplary damages which you may incur, including, without limitation,

any loss of profits (whether incurred directly or indirectly), loss of goodwill

or business reputation, loss of data, cost of procurement of substitute goods

or Services, or any other intangible loss, even if we have been advised of the

possibility of such damages, arising out of or in connection with the terms of

use or any communications, interactions or meetings with other users of the

Services, however caused and under any theory of liability, resulting from: (a)

the use or inability to use the Services; (b) the cost of procurement of

substitute goods or Services resulting from any goods, data, information or

Services purchased or obtained; or messages received for transactions entered

into through the Services; (c) unauthorized access to or alteration of your

transmissions or data; (d) statements or conduct of any third party on the

Services; or (e) any other matter related to the Services, whether based on

warranty, copyright, contract, tort (including negligence), or any other legal

theory. The foregoing limitation of liability shall not apply to liability of a

Elumia party for (i) death or personal injury caused by an Elumia party’s

negligence; or for (ii) any injury caused by a Elumia party’s fraud or

fraudulent misrepresentation. You understand and agree that, to the fullest

extent permitted by law, the Elumia parties will not be liable to you for more

than the greater of (a) the total amount paid to Elumia by you in the

transaction or incident that is the subject of the claim or (b) one hundred us

dollars (us $100.00). You acknowledge and agree that we have made the Services

available to you and entered into these terms and conditions 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. Without these limitations, we

would not be able to provide the Services to you. Accordingly, the foregoing

limitations of liability apply to the fullest extent allowed by law.




You acknowledge and accept each

of the following:

16.1 Blockchain assets' prices

are extremely volatile. Fluctuations in the price of other digital assets could

materially and adversely affect the value of your Digital Assets, which may

also be subject to significant price volatility. We cannot guarantee that any

purchasers of Digital Assets will not lose money.


16.2 You are solely responsible

for determining whether taxes apply to your Digital Asset-related transactions.

Elumis is not responsible for determining the taxes that apply to your

transactions on the Services.


16.3 Digital Assets are not

stored, sent, or received by the Services. The reason for this is that Digital

Assets exist only by virtue of the ownership record maintained on supporting

blockchain of the applicable Digital Assets. Any transfer of Digital Assets

occurs only on the supporting blockchain, and not on the Services.


16.4 There are risks associated with the use of Digital Assets and cryptocurrencies, including, but not limited

to, the risk of hardware, software and Internet connections, the risk of

malicious software introduction, and the risk that third parties may obtain

unauthorized access to information stored within your wallet. You acknowledge

and accept that we will not be held responsible for any communication failures,

disruptions, errors, distortions, or delays that may occur when using

Blockchains or any other blockchain, however caused.


16.5 In this regard, a lack of

interest in the creation and development of distributed ecosystems (including,

but not limited to, Blockchains) could negatively affect the development of the

Elumia ecosystem and therefore the potential value or utility of Digital Assets.


16.6 The legal and regulatory

regime governing blockchain technologies, cryptocurrencies, and tokens is

uncertain, and new regulations or policies may materially adversely affect the

development of the Elumia ecosystem, and therefore the potential utility or

value of Digital Assets.


16.7 Digital Assets made available by Elumia may be adversely affected by upgrades to the Blockchains.



We reserve the right to investigate such violations, if we become aware of any possible violations by

you of these Terms and Conditions. If, as a result of the investigation, we

believe that criminal activity may have occurred, we reserve the right to refer

the matter to, and to cooperate with, any and all applicable legal authorities. 


Except to the extent prohibited by applicable law, we are entitled to disclose any information or materials on

or in the Services, including your Content, in Elumia’s possession in

connection with your use of the Services, to (i) comply with applicable laws,

legal process or governmental request; (ii) enforce these Terms of Use, (iii)

respond to any claims that your Content violates the rights of third parties,

(iv) respond to your requests for customer service, or (v) protect the rights,

property or personal safety of Elumia, its users, or the public, and all law

enforcement or other government officials, as Elumia in its sole discretion

believes to be necessary or appropriate. You hereby consent to such monitoring

by accepting these Terms and Conditions. You acknowledge and agree that you

have no expectation of privacy regarding your use of the Services, including

without limitation text, voice, or video communications.




In accordance with applicable law, you agree to defend, indemnify, and hold harmless Elumia and the Elumia

Parties from and against all actual or alleged third party claims, damages,

awards, judgments, losses, liabilities, obligations, penalties, interest, fees,

expenses (including, without limitation, attorneys’ fees and expenses) and

costs (including, without limitation, court costs, costs of settlement, and

costs of or associated with pursuing indemnification and insurance), of every

kind and nature whatsoever arising out of or related to these Terms and

Conditions or your use of the Service or the Service, whether known or unknown,

foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in

law or equity, whether in tort, contract or otherwise (collectively, “Claims”),

including, but not limited to, damages to property or personal injury, that are

caused by, arise out of or are related to (a) your use or misuse of the

Service, User Content, or any Digital Assets, (b) any Submissions you provide,

(c) your violation of these Terms and Conditions, and (d) your violation of the

rights of any third party, including another user. In the event of a third

party claim, you acknowledge and agree to promptly notify Elumia and cooperate

with the Elumia Parties in defending such Claims. Furthermore, you acknowledge

and agree that the Elumia Parties shall have control of the defense or

settlement of any third-party Claims. This indemnity is in addition to, and not

in lieu of, any other indemnities set forth in a separate written agreement

between you and Elumia.




You hereby release and forever discharge Elumia and the Elumia Parties from, and hereby waive and relinquish,

each and every past, present and future dispute, claim, controversy, demand,

right, obligation, liability, action and cause of action of every kind and

nature (including personal injuries, death, and property damage), that has

arisen or arises directly or indirectly out of, or that relates directly or

indirectly to, the Services (including any interactions with, or act or

omission of, other users). 





These Terms and Conditions,along with any policies or operating rules we post on the Services, or with

respect to the Services, constitute the entire agreement and understanding

between you and us. In the event that we fail to exercise or enforce any right

or provision of these Terms and Conditions, it shall not be construed as a

waiver of such right or provision. To the fullest extent permitted by law,

these Terms and Conditions apply. You may not assign these Terms and

Conditions, or any of your rights or obligations hereunder, by operation of law

or otherwise, without our prior written consent. We may assign any or all of

our rights and obligations to others at any time. All losses, damages, delays,

or failures to act caused by causes beyond our reasonable control are not our

responsibility or liability. In the event that any provision or part of a

provision of these Terms and Conditions is determined to be unlawful, void, and

unenforceable, that provision or part of the provision will be construed in a manner

to reflect, as nearly as possible, the original intention of the Parties, and

the remaining portions will remain in full force and effect. Using the Services

or these Terms and Conditions does not create a joint venture, partnership,

employment or agency relationship between you and us. You acknowledge and agree

that these Terms and Conditions will not be construed against us by virtue of

having drafted them. The communications between you and Elumia may take place

via electronic means, whether you visit the Services or send Elumia e-mails, or

whether Elumia posts notices on the Services or communicates with you via

e-mail. For contractual purposes, you (a) consent to receiving communications

from Elumia in an electronic form; and (b) agree that all terms and conditions,

agreements, notices, disclosures, and other communications that Elumia provides

to you electronically satisfy any legal requirement that such communications

would satisfy if they were to be in writing