This Agreement Applies to our Websites, Apps, Software, and Services of Exergy Games
This Agreement applies to our websites, apps, software, and services (collectively, our "Services") including but not limited to Rocket Dogs (the "Game"), Insert Coin (the "Token"), ExergyGames.com, RocketDogs.com, Enforcers.com (the "Website"), Exergy Games LLC, and any entity substaintially controlled by Exergy Games LLC ("Company," "we," "our," or "us"). If you have any questions about this Agreement and the terms herein (the "Terms") please feel free to contact Exergy Games LLC as explained below.
These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services. For purposes of these Terms, "you" and "your" means you as the user of the Services. If you use the Services on behalf of a company or other entity then "you" includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity's behalf.
1. SERVICES; WALLETS; ACCOUNTS
A. Description of the Services. The Services offer a unique gaming experience via the Game and other related experiences through the combination of traditional core game and blockchain mechanics via the Solana blockchain, Ethereum blockchain, and other blockchains we may use from time to time. We do not control the blockchains and are not responsible for their maintenance. You acknowledge and agree that we cannot be held liable or responsible in any way for any damages or losses incurred by any person in connection with any acts or omissions of the blockchains.
B. Game Items. The Services provide an online store and/or a marketplace (the "Marketplace") for you to purchase, transfer, and trade Game-related items such as dogs, rockets, supply boxes, consumables, non-consumables, and other items ("Game Items"). Game Items can be used in the Services in various ways such as to represent in-Game assets that you can use while you play the Game. We make no promises or guarantees regarding the functionality, utility, or value of any Game Items, and such Game Items may evolve and change as we update and modify the Game.
C. Game NFTs. Your purchase of Game Items may be accompanied by non-fungible tokens ("NFTs"), and your acquisition of these NFTs is tracked via the Solana blockchain ("Game NFTs"). Your acquisition of these Game NFTs will give you certain rights and privileges within the Services, for as long as we make the Services and such rights and privileges available to you and as long as the Solana blockchain exists. We do not own, operate, or maintain the Solana blockchain and make no warrants or representations regarding its ownership, operation, or maintenance. However, we strive to ensure that the Game NFTs will exist on the Solana blockchain even after the Game, the Services, and even the Company cease to exist. You are responsible for all payments, fees, and costs when engaging in any transactions involving Game NFTs, including, without limitation, the purchase price, transaction fees, and all other fees associated with your use of the Game NFTs via the Services.
D. Tokens. The Token is an in-Game utility token that may provide limited rights, but is NOT an investment offering or security, and your acquisition of a Token, whether acquiring it from an in-Game activity, airdrop, grant, purchase, gift, and the like is not an investment in the Services, the Game, the Token, the Product Offerings, the Website, the Company, a collection of applications, products, or services, that emerges to support additional Token uses (the "Ecosystem"), or any other Common Enterprise (as defined or interpreted by the SEC or any similar regulatory agency). The Company makes no representations or warranties with respect to the development of the Token, Game, or any future Services or Product Offerings that may provide utility to the Token or its Ecosystem. Your acquisition of the Token is for use in connection with the Services, the Game, or for other personal or collectible purposes, and in each case not for any commercial, investment, or speculative purpose. In addition to the Game, the Token may be incorporated for use in future games or Services at our discretion, and the Token may be held by the Company, its affiliates, and its licensors. Any economic benefit that may be derived from appreciation in the value of the Token is incidental to obtaining it for its use in connection with the Services, the Game, or its collectible purpose. The Company makes no representation or warranties with respect to the development of the Token, the Game, the Ecosystem, or any current or future Services or Product Offerings that may or may not provide utility for the Token or make use of the Token.
E. Marketplace. We provide the Marketplace to be able to sell Game Items and other Services-related offerings (collectively, “Product Offerings”) to you directly from us. The Marketplace will also facilitate peer-to-peer sales conducted via decentralized or third-party exchanges or protocols whereby buyers and sellers can buy, sell, and trade Game NFTs with each other. We may charge a transaction fee on all peer-to-peer sales that occur via the Marketplace or that otherwise involve Game NFTs (which may be calculated as a percentage of the overall sale price of the Game Items). To facilitate transactions via the Marketplace, we have integrated with one or more credit/debit/ACH/bank/wire/SEPA payment processors, third-party exchanges, third-party services, and/or other decentralized protocols. These processors facilitate the exchange of payments, and these protocols facilitate the exchange of cryptocurrency and other assets through one or more blockchains. We do not own or control these processors, third-party exchanges, third-party services, or other decentralized protocols, including the blockchains, we do not control the transfer of cryptocurrency using these third-party services or decentralized protocols, and we do not have the ability to cancel or reverse certain transactions via the Marketplace. Except as may otherwise be provided in these Terms, we do not control or endorse purchases or sales of Game NFTs or other Product Offerings outside of the Services. With respect to Game NFTs that are not sold directly by us, we are not a party to any agreement entered into between an end user buyer and a seller on the Marketplace. Other than with respect to items sold directly by us, we have no control over the conduct of buyers, sellers, and any other users of the Marketplace. We accept no liability for any aspect of the buyer and seller peer-to-peer interaction on the Marketplace.
F. Wallet. To use certain Services, you may be required to link to the Services via a digital wallet made available by a third party and that is compatible with one or more blockchains and the Services (a “Digital Wallet”). A list of supported wallets will be displayed by us, such as on the Services website. Linking a Digital Wallet to the Services may be required to be able to purchase, store, and engage in transactions using the Services, and to connect your Game NFTs with the Services. Digital Wallets are not associated with, maintained by, controlled by, or affiliated with us. We may not be able to help you recover assets stored in your Digital Wallet. We accept no responsibility or liability to you in connection with your use of a Digital Wallet and make no representations or warranties regarding how the Services will operate with any specific Digital Wallet. The private keys, credentials, passwords, seed phrases, or secret recovery passphrases necessary to decrypt or gain access to a Digital Wallet are held solely by you, and not by us. If you choose to transfer items from one Digital Wallet to another, such transfers will occur on the public blockchain and we accept no liability or responsibility for any such transfer, including for any loss, data corruption, or other negative impact that may occur to the Digital Wallets or other assets when attempting to transfer assets between Digital Wallets. We reserve the right, with or without prior notice and in our sole and complete discretion, to discontinue, modify, or limit the operation of any Digital Wallet with the Services. You represent and warrant that you are the lawful owner of any Digital Wallet and that you are using that Digital Wallet under the terms and conditions of the applicable provider of the Digital Wallet. If you have any issues with your Digital Wallet, please contact your Digital Wallet provider.
G. Promotional Codes. We may offer certain promotional codes, referral codes, discount codes, coupon codes, or similar offers ("Promotional Codes") that may be redeemed for discounts on future Product Offerings, or other features or benefits related to the Services, subject to any additional terms that the Company establishes. You agree that Promotional Codes: (a) must be used in a lawful manner; (b) must be used for the intended audience and purpose; (c) may not be duplicated, sold, or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by the Company; (d) may be disabled or have additional conditions applied to them by the Company at any time for any reason without liability to the Company; (e) may only be used pursuant to the specific terms that the Company establishes for such Promotional Code; (f) are not valid for cash or other credits or points; and (g) may expire prior to your use.
H. Changes and Pricing. We may, at any time, revise or change the pricing, availability, specifications, content, descriptions, or features of any Product Offerings sold by us, and to correct pricing errors that may inadvertently occur (and to cancel any orders in our sole discretion that were purchased with pricing errors). All such changes shall be effective immediately upon posting of such new Product Offering prices to the Services. While we attempt to be as accurate as we can in our descriptions for the Product Offerings, we do not warrant that Product Offering descriptions are accurate, complete, reliable, current, or error-free. The inclusion of any Product Offerings for purchase through the Services at a particular time does not imply or warrant that the Product Offerings will be available at any other time. We reserve the right to change prices for Product Offerings displayed on the Services at any time.
I. Surcharge Fee. We may, at any time, require a surcharge fee on certain payment methods (e.g. credit cards). The surcharge fee will be identified as a separate line item.
J. Purchases Made for Personal Consumptive Use. You acknowledge and affirm that you are acquiring Product Offerings, whether through the Marketplace, through the Services, or otherwise through a third party, such as a third-party store or other user, customer, or player, for purposes of use in connection with the Services and, in the case of the Game NFTs, to play the Game or for other personal or collectible purposes, and in each case not for any commercial, investment, or speculative purposes. Any economic benefit that may be derived from appreciation in the value of a Product Offering or Game NFT is incidental to obtaining it for its use in connection with the Services or its collectible purpose.
K. REFUNDS AND RETURNS. ALL SALES ARE FINAL. ALL PURCHASES MADE THROUGH THE SERVICES ARE FINAL, NON-REFUNDABLE, AND NON-RETURNABLE, EXCEPT AS REQUIRED BY APPLICABLE LAW OR REGULATION (AND IN SUCH INSTANCES WHERE REQUIRED BY APPLICABLE LAW, THE COMPANY’S ABILITY TO ISSUE ANY SUCH REFUND OR ACCEPT ANY SUCH RETURN IS LIMITED TO WHETHER THE COMPANY MAY REASONABLY REVERSE OR CANCEL A TRANSACTION). NEVERTHELESS, YOU ACKNOWLEDGE THAT THE COMPANY DOES NOT IN MOST CASES HAVE THE ABILITY TO REVERSE OR CANCEL A TRANSACTION AND IS NOT REQUIRED OR OBLIGATED TO PROVIDE A REFUND OR ACCEPT A RETURN OF ANY PURCHASE FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR TIME, ITEMS, AMOUNTS, OR VALUES IN A GAME ACCOUNT (INCLUDING ANY UNUSED OR PARTIAL USED MEMBERSHIP TIME), EVEN IF AN ACCOUNT IS CLOSED/FROZEN, WHETHER SUCH CLOSURE/FREEZING WAS VOLUNTARY OR INVOLUNTARY.
L. CHARGEBACKS. UPON INITIATION OF ANY CHARGEBACK, YOUR ACCOUNT WILL BE FROZEN (NO TRANSACTIONS WILL BE ALLOWED, E.G. MARKETPLACE, GAME ITEMS, NFTS, GAME NFTS, TOKENS, PRODUCT OFFERINGS, DIGITAL WALLET, PROMOTIONAL CODES, AND SIMILAR TRANSACTIONS) UNTIL THE CHARGEBACK IS RESOLVED. UPON SUCCESSFUL CHARGEBACK, ALL TRANSACTIONS AT ISSUE WILL BE REVERSED AND YOUR ACCOUNT WILL BE UNFROZEN. UPON UNSUCCESSFUL CHARGEBACK, ALL TRANSACTIONS AT ISSUE WILL BE COMPLETED AND/OR CONSIDERED COMPLETE, YOUR ACCOUNT WILL BE UNFROZEN, AND YOUR ACCOUNT WILL BE SUBJECT TO REVIEW. UPON INITIATION OF A CHARGEBACK FOR AN AMOUNT OF $100.00 OR MORE, YOUR ACCOUNT WILL BE SUBJECT TO REVIEW.
B. Other Terms. In connection with your use of the Services, you also agree to abide by the following other Services-related policies: our Discord Rules and our Community Guidelines (as presented to you if you join our Discord channel).
3. ELIGIBILITY; RIGHTS WE GRANT YOU; USAGE LIMITATIONS
A. Eligibility. You must be 13 years of age or older to use the Services. Additional aspects of the Services may have further age restrictions that will be presented to you in connection with those Services. Minors under the age of majority in their jurisdiction but that are at least 13 years of age are only permitted to use the Services if the minor's parent or guardian or other holder of parental authority accepts these Terms on the minor's behalf prior to use of the Services. Children under the age of 13 are not permitted to use the Services. Further, if you use the Services, you may not transfer or provide to us any currency, digital assets, or other items that have been derived from any illegal or unlawful activity. By using the Services, you represent and warrant that you meet these all requirements.
B. User Account. Though your linked Digital Wallet or other unique identifier will function as a unique identifier for you in respect of your use of the Services, we may additionally require you to create an account in order to use certain portions of the Services (to the extent applicable, your "Account"). To the extent that we require you to create an Account, we will provide you with instructions on how to do so, and once created, how to access, edit, and update your Account. In your creation, editing, or updating of any such Account, you agree to provide us with accurate, complete, and updated information. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account.
C. License Grant. Subject to your compliance with these Terms, the Company hereby grants to you, a personal, worldwide, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license to access and use the software provided to you as part of the Services (and, to the extent we offer you any software for download as part of the Services, to download, install, and execute a single copy of such software onto the equipment or device specified by us). This license has the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by these Terms, and subject to the use restrictions described below. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Services or other actions that Company, in its sole discretion, may elect to take.
When you purchase a Game NFT, you acquire the NFT as a token on the blockchain, but you do not own any intellectual property rights in the related content associated with such NFT except for the license grants expressly set forth herein. If you purchase or otherwise lawfully acquire a Game NFT, then subject to your compliance with these Terms, the Company hereby grants you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the content that is specifically associated with such purchased Game NFT, and solely for the following purposes: (a) for your own non-commercial and not-for-profit use within or related to the Services and not otherwise in conflict with these Terms or any other Services-related policies; (b) as part of the Marketplace and any other marketplace that permits the purchase and sale of your Game NFTs, provided that the marketplace cryptographically verifies that only the actual owner can display the content in connection with their sale of their Game NFT; (c) as part of a third-party website or application that permits the display, inclusion, involvement, or participation of your Game NFT, provided that the website/application cryptographically verifies each Game NFT's ownership of the Game NFT to ensure that only the actual owner can display the content, and provided that the content is no longer visible once the owner of the Game NFT leaves the website/application; (d) for storage of the Game NFT in your Digital Wallet or third-party custodial storage; and (e) for your own non-commercial and not-for-profit reproduction of the art associated with the Game NFT on personal apparel. This license only lasts as long as you are the valid owner and holder of the Game NFT associated with the licensed content. If you sell or transfer the Game NFT to another person, this license will transfer to such other owner or holder of the Game NFT, and you will no longer have the benefits of such license. All rights not expressly granted are reserved.
D. Restrictions on Your Use of the Services. You may not do, or assist others in doing, any of the following, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:
i. download, modify, copy, distribute, transmit, translate, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any content or other materials or information contained on, or obtained from or through, the Services, provided, however, that such activities are permitted strictly for non-commercial and not-for-profit uses;
ii. duplicate, decompile, reverse engineer, disassemble, decode or derive source code from the Services (including any underlying idea or algorithm), or attempt to do any of the same, except if we have permitted you to do so (such as under an open source license we have granted);
iii. use, reproduce, or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed by Company on or through the Services, including to promote, advertise, market, or sell any third-party product or service or merchandise, or for any other purpose not expressly authorized;
iv. use, offer, promote, advertise, make available, and/or distribute the following or assist therein:
a. cheats (e.g., methods, not expressly authorized by the Company to influence and/or facilitate the gameplay in an unfair manner, including exploits of any in-Game bugs, and thereby granting you and/or any other user an advantage over other players not using such methods),
b. automation software (bots) (i.e., any code and/or software, not expressly authorized by the Company, that allows the automated control of a Game or any other feature of the Services, e.g., the automated control of a character in a Game),
c. hacks (i.e., accessing or modifying the software of the Services in any manner not expressly authorized by the Company),
d. modifications (mods) not expressly authorized by the Company, or
e. any other code and/or software, not expressly authorized by the Company, including third-party software, that can be used in connection with the Services and/or any component or feature thereof which changes and/or facilitates the gameplay or other functionality;
v. engage in any manipulative activity that violates the integrity of the prices of assets on the Marketplace, including (but not limited to) the manipulative tactics commonly known as spoofing and wash trading;
vi. access or use the Services in any manner that could disable, overburden, damage, disrupt, or impair the Services or interfere with any other party's access to or use of the Services or use any device, software, or routine that causes the same;
vii. attempt to gain unauthorized access to, interfere with, damage, or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
viii. circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Services;
ix. use any unauthorized robot, spider, crawlers, or other automatic device, process, software, or queries that intercepts, "mines," scrapes, or otherwise accesses the Services to monitor, extract, copy, or collect information or data from or through the Services, or engage in any manual process to do the same, provided, however, that the Company may, at its sole and absolute discretion, allow the use of certain third-party user interfaces;
x. exploit a design flaw, undocumented problem, or program bug in the Services, including but not limited to creating, using, or transacting with any in-Game item created or copied by such exploit;
xi. host, provide, or develop matchmaking services for the Game(s), or intercept, emulate, or redirect the communication protocols used by the Company in any way, for any purpose, including without limitation unauthorized play over the internet, network play (except as expressly authorized by the Company), or as part of content aggregation networks;
xii. facilitate, create, or maintain any unauthorized connection to the Services including without limitation (i) any connection to any unauthorized server that emulates, or attempts to emulate, the Services; and (ii) any connection using third-party programs or tools not expressly authorized by the Company;
xiii. allow another party/person/entity access to your account information or game session or otherwise share your account;
xiv. attempt to sell, sublicense, rent, lease, grant a security interest in, or otherwise transfer any copy of the Services, any component thereof, or your rights to the Services to any other party in any way not expressly authorized herein;
xv. introduce any viruses, trojan horses, worms, logic bombs, or other materials that are malicious or technologically harmful into our systems;
xvi. use the Services for illegal, harassing, unethical, or disruptive purposes, including engaging in any conduct intended to disrupt or diminish the game experience for other players or disrupt operation of the Company's Services in any way, including:
1. disrupting or assisting in the disruption of any computer used to support the Services or any Game environment, or
2. harassment, "griefing," abusive behavior or chat, conduct intended to unreasonably undermine or disrupt the Game experiences of others, deliberate inactivity, or disconnecting;
xvii. use the Services in such a way as to infringe the privacy, intellectual property rights, or other rights of third parties;
xviii. violate any applicable law or regulation in connection with your access to or use of the Services; or
xix. access or use the Services in any way not expressly permitted by these Terms.
E. Use of the Services. You are responsible for providing the computer, mobile device, wireless service plan, software, Internet connections, and/or other equipment or services that you need to download, install, and use any aspect of the Services. We do not guarantee that any aspect of the Services can be accessed and used on any particular device or with any particular service plan. We do not guarantee that any aspect of the Services or will be available in, or that orders for Product Offerings can be placed from, any particular geographic location.
F. Monitoring. WHILE RUNNING, THE SERVICES (INCLUDING THE GAME) AND COMPANY MAY MONITOR YOUR COMPUTER OR MOBILE DEVICE'S MEMORY FOR UNAUTHORIZED THIRD-PARTY PROGRAMS RUNNING EITHER CONCURRENTLY WITH A GAME OR OUT OF PROCESS. AN "UNAUTHORIZED THIRD-PARTY PROGRAM" AS USED HEREIN SHALL BE DEFINED AS ANY THIRD-PARTY SOFTWARE PROHIBITED BY THE "RESTRICTIONS ON YOUR USE OF THE SERVICES" SECTION ABOVE. IN THE EVENT THAT THE SERVICES DETECT AN UNAUTHORIZED THIRD-PARTY PROGRAM (a) THE SERVICES MAY COMMUNICATE INFORMATION BACK TO THE COMPANY, INCLUDING WITHOUT LIMITATION YOUR ACCOUNT NAME, WALLET ADDRESS, DETAILS ABOUT THE UNAUTHORIZED THIRD-PARTY PROGRAM DETECTED, AND THE TIME AND DATE; AND/OR (b) THE COMPANY MAY EXERCISE ANY OR ALL OF ITS RIGHTS UNDER THESE TERMS, WITH OR WITHOUT PRIOR NOTICE TO YOU.
Additionally, the Services may include a tool that will allow your computer system to forward information to the Company in the event of a crash of any aspect of the Services, including system and driver data, and by agreeing hereto you consent to the Company receiving and/or using this data.
If the Services detect the use of an Unauthorized Third-Party Program, your access to the Services may be terminated with or without additional notice to you.
4. OWNERSHIP AND CONTENT
A. Ownership of the Services. The Services, including their "look and feel" (e.g., text, graphics, user interface, design, images, logos, icons, software), content (including Game audiovisual assets and artwork), data, information, and other materials, are protected under copyright, trademark, and other intellectual property laws. You agree that the Company and/or its licensors own all right, title, and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (other than Your Content, defined below), including, without limitation, the exclusive right to create derivative works.
B. Ownership of Trademarks. The Company's name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs, and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
C. Ownership of Feedback. We welcome feedback, bug reports, comments, and suggestions for improvements to the Services ("Feedback"). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title, or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title, and interest (including, but not limited to, any intellectual property right) that you may have in and to any and all Feedback.
D. Your Content License Grant. In connection with your use of the Services, you may be able to post, upload, or submit content to be made available through the Services ("Your Content"), such as user profiles, comments, user avatars, guild names, sound files, images, music files, game assets, and other user generated content. In order to operate the Services, we must obtain from you certain license rights in Your Content so that actions we take in operating the Services are not considered legal violations. Accordingly, by using the Services and uploading Your Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify Your Content to be able to operate and provide the Services. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide, and irrevocable, and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations. As part of the foregoing license grant you agree that the other users of the Services shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify, or include a copy of Your Content as part of their own use of the Services. By posting or submitting Your Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power, and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.
5. THIRD-PARTY SERVICES AND MATERIALS
Certain Services may display, include, or make available content, data, information, applications, or materials from third parties ("Third-Party Materials") or provide links to certain third-party websites. By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third-Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third-Party Materials, or third-party websites, or for any other materials, products, or services of third parties. Third-Party Materials and links to other websites are provided solely as a convenience to you.
6. UPDATES AND PATCHES
The Company (or a third party on the Company's behalf) may deploy or provide patches, updates, and modifications to the Services that must be installed for you to continue to use the Services. The Company may update the Services remotely, including, without limitation, any aspect of the Services residing on your computer or game machine, without your knowledge or consent, and you hereby grant to the Company your consent to deploy and apply such patches, updates, and modifications as the Company, in its sole discretion, deems necessary or advisable. You also agree that the Company may change, modify, suspend, "nerf," "buff," discontinue, or restrict your access to any features or parts (including but not limited to Game Items, dogs, rockets, or lore) of the Services at any time without notice or liability to you.
You acknowledge and agree that the Company, in its sole and absolute discretion, may (i) stop providing support for or access to the Services at any time, for any reason or no reason, and (ii) terminate your right to use the Services and terminate these Terms immediately at any time without notice or liability to you.
In the event of termination of these Terms or your rights or license granted hereunder, you must (i) cease to use the Services; (ii) immediately and permanently remove from all of your devices all aspects of the Services in your possession and control. Upon termination of these Terms for any reason, all licenses granted herein immediately shall terminate.
8. DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION
A. DISCLAIMERS. YOUR ACCESS TO AND USE OF THE SERVICES ARE AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS (THE "COMPANY ENTITIES") DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY ENTITIES MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY, OR RELIABILITY OF THE SERVICES; (B) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES; (C) THE OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE; (D) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS; AND (E) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT, YOUR CONTENT, DATA, AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY ENTITIES OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. FOR CLARITY, WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO THE FUNCTIONALITY OF THE SOLANA, ETHEREUM, OR USDC BLOCKCHAINS AND/OR TRANSACTIONS THEREIN.
B. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION, OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE COMPANY ENTITIES' TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF (I) THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR PRODUCT OFFERINGS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM, OR (II) $100 USD. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
C. Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify, and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys' fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your access to or use of the Services; (d) Your Content, or (e) your negligence or willful misconduct.
D. Assumption of Risks. You acknowledge and agree that there are risks associated with purchasing and holding NFTs and using blockchain technology. These include, but are not limited to, risk of losing access to NFTs due to loss of a PIN, wallet keys, two-factor authentication devices, or log-in information, user error when transferring NFTs, custodial error or purchaser error, smart contract error, risk of blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, and volatility risks. You acknowledge that you have obtained sufficient information to make an informed decision to purchase a Game NFT, including carefully reviewing the code of the smart contract and the NFT, and fully understand and accept the functions of the same. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Services, and therefore the potential utility or value of your Game NFTs. Upgrades to any blockchain network or hard forks in such networks, or a change in how transactions are confirmed on such blockchain networks, may have unintended, adverse effects on all blockchains, including any that are related to your Game NFTs.
E. Taxes. You are solely responsible to pay any and all sales, use, value-added, and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the Services. Except for income taxes levied on us, you: (a) will be solely responsible for reporting any tax obligations when, if ever, such obligations arise as a result of your use of the Services or in relation to a Product Offering; (b) will pay or reimburse Company for all national, federal, state, local, or other taxes and assessments of any jurisdiction, including value added taxes and other taxes as may be required, and amounts levied in lieu thereof based on charges set, services performed, or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local, or any other taxing jurisdiction; and (c) will not be entitled to deduct the amount of any such taxes, duties, or assessments from payments (including transaction fees) made to us pursuant to these Terms. Neither these Terms nor any other communication from the Company constitutes tax advice, and users are solely responsible for determining what, if any, taxes apply to their interaction with Product Offerings and the Services.
F. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in operating the Services, when and to the extent such failure or delay is caused by or results from any events beyond the Company's ability to control, including acts of God, flood, fire, earthquake, epidemics, pandemics, quarantine restrictions, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown, shortage of adequate power or electricity, and other similar events beyond our control.
9. GOVERNING LAW; ARBITRATION; CLASS ACTION WAIVER
A. Governing Law. These Terms are governed by the laws of the State of Wyoming, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth herein, or if arbitration does not apply, then the state and federal courts located in Wyoming. You and the Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.
B. Informal Process First. You agree that in the event of any dispute between you and the Company Entities, you will first contact the Company and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action or arbitration.
C. Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, "Claim"), whether based in contract, tort, statute, fraud, or any other legal theory, relating in any way to your use of the Company's services and/or products, including the Services, will be resolved by arbitration, including the resolution of threshold questions as to the arbitrability of the Claim. YOU AND THE COMPANY AGREE THAT "CLAIM" AS DEFINED IN THESE TERMS SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION FOR INTELLECTUAL PROPERTY INFRINGEMENT, MISAPPROPRIATION, DILUTION, OR OTHER MISUSE OF INTELLECTUAL PROPERTY RIGHTS. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (the "Rules") then in effect (those rules are deemed to be incorporated by reference into this section). Any arbitration under these Terms will take place on an individual basis in accordance with the Rules. Class arbitrations and class actions are not permitted. YOU UNDERSTAND THAT BY AGREEING TO THESE TERMS, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION. You and Company further agree: (i) to arbitrate all Claims between the parties pursuant to the provisions in these Terms; (ii) these Terms memorialize a transaction in interstate commerce; and (iii) the Federal Arbitration Act (9 U.S.C. § 1, et seq.) governs the interpretation and enforcement of this Section. The arbitrator's decision(s) shall be made pursuant to the Rules and will be final and binding. The award rendered by the arbitrator may be entered in any court having jurisdiction.
D. Confidentiality. You and Company agree that any Claim that has been submitted to arbitration, and all related proceedings, including any settlement agreement, shall be kept confidential. In the event you or the Company file the arbitration award with any court of competent jurisdiction in order to have that award confirmed in a court order or judgment, or any other proceeding under the Federal Arbitration Act, then each party shall take measures to the extent permitted by applicable law to redact or file under seal any highly sensitive business or personal information that appear in the award and any other supporting documents filed in such a proceeding.
E. Conduct of the Arbitration. Any arbitration will be conducted by a single, neutral arbitrator appointed in accordance with the Rules, except that, if the amount in dispute exceeds $10 million USD, the arbitration shall be conducted by a panel of three neutral arbitrators appointed in accordance with the Rules. The arbitration shall have its seat in Wyoming. The arbitrator will conduct hearings, if any, by videoconference (which you may join telephonically if you are unable to reasonably access or utilize videoconference technology), rather than by personal appearances, during ordinary business hours in the time zone in which the party initiating the arbitration resides. The arbitrator may direct that the hearing be held in person upon the request of any party if the arbitrator concludes that doing so would be appropriate under the circumstances. If the parties are unable to agree on a location, such determination should be made by the arbitrator. For the avoidance of doubt, the arbitration shall be deemed to take place in Wyoming, and any resulting award(s) will be rendered in Wyoming, regardless of the location or method of any hearings.
10. ADDITIONAL PROVISIONS
A. Updating These Terms. We may modify these Terms from time to time. If we make changes that are material, we will use reasonable efforts to attempt to notify you. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.
B. Termination of License and Your Account. If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate immediately and automatically. Additionally, the Company may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If the Company deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name or wallet address. In the event of Account deletion for any reason, the Company may, but is not obligated to, delete any of Your Content. The Company shall not be responsible for the deletion of or failure to delete Your Content. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by the Company or you. Termination will not limit any of the Company's other rights or remedies at law or in equity.
C. Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.
D. Export Laws. You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by the Company hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. You warrant and represent that you're not located in, under the control of, or a national or resident of any embargoed country. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.
E. Miscellaneous. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws.
F. How to Contact Us. You may contact us regarding the Services or these Terms at Exergy Games LLC, 30 N Gould St. Ste 4848, Sheridan, WY 82801.
Last Updated: September 12th, 2022