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. OUR 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 HIGHLY RECOMMEND THAT
USERS READ THIS IMPORTANT INFORMATION BEFORE USING THE MARKETPLACE TO LEARN
SELLING PROCEDURE.
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. INTELLECTUAL PROPERTY RIGHTS
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:
i. OWNERSHIP OF DIGITAL ASSETS AND ARTWORK.
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
licensors.
ii. LICENSES.
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.
iv. TRANSFERRING YOUR DIGITAL ASSET.
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.
4. COMMUNICATIONS
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. USER REGISTRATION
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. FEES AND PAYMENT
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. USER CONTENT
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.
8. INTERACTIONS WITH OTHER USERS
You are solely responsible for your interactions with other users and any other parties with whom you
interact; provided, however, that we reserve the right, but have no obligation,
to intercede in any disputes between users. The Services may contain User
Content 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.
9. THIRD-PARTY WEBSITES AND
CONTENT
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.
10. ACCEPTABLE USE POLICY
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
multi-accounting).
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.
11. TERMINATION
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.
12. GOVERNING LAW
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. DISPUTE RESOLUTION
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.
14. DISCLAIMERS
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.
15. LIMITATION OF LIABILITY
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.
16. ASSUMPTION OF RISK
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.
17. INVESTIGATIONS
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.
18. INDEMNIFICATION
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.
19. RELEASE
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).
20. MISCELLANEOUS
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
Copyright © 2024. Elumia. All rights reserved.