In force: [June 28, 2022] (the “Effective Date”)
Clancy Euro Ltd is a fully owned subsidiary of Clancy International Inc.
Welcome! Clancy International Inc. (“Clancy”, “we”, “us”, “our”) provides, through its website https://beta.euroreels.clancyworld.com/, the “Platform”), users of the Platform (“Users”, “User”, “you” or “your”) with the opportunity to purchase, sell, collect and display blockchain distributed ledger technology (“DLT”) digital collectible video play cards (“Collectible Video Cards”). All purchases of Packs (as defined in Part 2) will be purchased from Clancy Euro Ltd., a wholly owned subsidiary of Clancy. Clancy is making the Platform available to you, subject to your acceptance of these Terms and Conditions and any terms incorporated herein by reference, including but not limited to, (collectively the “Terms”).
Legally Binding Terms and Conditions
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE PLATFORM, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE TERMS REPRESENT A BINDING CONTRACT. YOUR USE OF THIS PLATFORM IS EXPRESSLY CONDITIONED ON YOUR ACCEPTANCE OF THE TERMS, AND WE ARE ONLY WILLING TO MAKE THE PLATFORM AVAILABLE TO YOU BY YOUR ACCEPTANCE OF THE TERMS. BY USING THE PLATFORM (OR ANY PART OF IT) OR BY INDICATING YOUR ACCEPTANCE BELOW, YOU CONFIRM YOUR AGREEMENT TO THESE TERMS, AND THAT YOU UNDERSTAND THAT YOU ARE BOUND BY THEM. IF YOU DO NOT AGREE WITH ANY PART OF THE FOLLOWING TERMS YOU MAY NOT ACCESS OR USE THE PLATFORM.
BY USING THE PLATFORM, YOU REPRESENT TO US THAT (i) IF YOU ARE AN INDIVIDUAL, YOU ARE OF LEGAL AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU RESIDE TO ENTER INTO THESE TERMS AND YOU ACCEPT AND ARE BOUND BY THESE TERMS; (ii) IF YOU ARE USING THIS PLATFORM ON BEHALF OF A CORPORATION, PARTNERSHIP OR OTHER LEGAL ENTITY, YOU HAVE THE LEGAL RIGHT AND AUTHORITY TO ACCEPT THESE TERMS ON SUCH ENTITY’S BEHALF (AND HEREIN, “YOU” WILL MEAN THAT ENTITY) AND YOU AGREE TO ACCEPT AND BE BOUND BY THESE TERMS; AND (III) YOU ARE NOT PROHIBITED FROM ACCESSING THE PLATFORM OR ITS CONTENTS, PRODUCTS OR SERVICES BY APPLICABLE LAW. IF YOU CANNOT AFFIRM THE FOREGOING, THEN WE ARE UNWILLING TO MAKE THE PLATFORM AVAILABLE TO YOU AND YOU MAY NOT USE THE PLATFORM.
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO YOU, AND SHOULD BE READ CAREFULLY.
THIS AGREEMENT CONTAINS AN ARBITRATION SECTION, WHICH SHOULD BE REVIEWED CAREFULLY AS IT AFFECTS YOUR RIGHTS. THE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RESTRICTING ACCESS TO THE JUDICIAL SYSTEM. BY ACCEPTING THESE TERMS YOU ARE ACKNOWLEDGING THAT YOU ARE BOUND BY THE ARBITRATION PROVISION IN ADDITION TO ALL OTHER PROVISIONS HEREIN, AND THAT YOU WAIVE ANY RIGHT TO HAVE THE DISPUTE DECIDED BY A JUDGE OR JURY, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN ANY COLLECTIVE ACTION, WHETHER THAT BE A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION.
ANY PURCHASE OR SALE YOU MAKE, ACCEPT OR FACILITATE OUTSIDE OF THE PLATFORM OF A COLLECTIBLE VIDEO CARD WILL BE ENTIRELY AT YOUR RISK. WE DO NOT CONTROL OR ENDORSE PURCHASES OR SALES OF COLLECTIBLE VIDEO CARDS OUTSIDE OF THE PLATFORM. WE EXPRESSLY DENY ANY OBLIGATION TO INDEMNIFY YOU OR HOLD YOU HARMLESS FOR ANY LOSSES YOU MAY INCUR BY TRANSACTING, OR FACILITATING TRANSACTIONS, IN COLLECTIBLE VIDEO CARDS OUTSIDE OF THE PLATFORM.
We reserve the right to make changes to these Terms, from time to time, by posting these changes here. Any changes will be in effect as of the “last updated” date referred to at the top of this page. You should review these Terms each time before using the Platform or purchasing any product or using any services that are available through this Platform. If there are material changes to the Terms, we will notify you either by prominently posting a notice of such changes prior to their taking effect or by sending you a notification directly. Your continued use of the Platform after any update constitutes your binding acceptance of such changes.
We may immediately terminate this contract with respect to you (including your access to the Platform and any content on the Platform) if you fail to comply with any of the Terms.
The information and material on the Platform, and the Platform itself, may be changed, withdrawn, or terminated at any time in our sole and absolute discretion and without advance notice to you. You acknowledge that this may impact the use, functionality, or value of Collectible Video Cards. You agree that we will not be liable if, for any reason, all or any part of the Platform is changed, withdrawn, terminated, restricted to users, or unavailable at any time or for any period or if such restriction or unavailability impacts the use, functionality, or value of Collectible Video Cards.
PART 1 -. USE OF PLATFORM – ACCOUNT SET-UP AND SECURITY
You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information throughout your use of the Platform; (c) you will only register and hold one account with us.
You may delete your account at any time under the conditions and pursuant to the instructions set out on the Platform.
The Platform will not be liable for the loss of a Collectible Video Card arising from the deletion of your account. The deletion of your account, regardless of the cause, may result in the permanent loss of your Collectible Video Cards and you are required to save your Collectible Video Cards to an external wallet before any deletion procedure.
You are responsible for maintaining the confidentiality of your account and your Wallet and are fully responsible for all activities that occur under your account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use of your account or any other breach of security.
We shall not be held liable for the loss or theft of a password by you, any loss or damage arising from the resulting account impersonation, or any loss or damage resulting from the unauthorized use of your account or your Wallet. If you lose your password or key, or if your account is compromised due to unauthorized use, you may lose access to your Wallet, account and any Collectible Video Cards.
PART 2 – PURCHASE, COLLECTION AND SHOWCASE OF COLLECTIBLE VIDEO CARDS
The Platform allows you to purchase, collect and showcase Collectible Video Cards from authorized sources.
What are Collectible Video Cards?
Collectible Video Cards are comprised of Content (as defined in Part 5), including, for example photographs, videos and statistics associated with one or more athletes or a sporting moment, which is licenced to the Platform through a licence and made available to you pursuant to the Terms (see Part 3 for additional information). Collectible Video Cards purchased must be used by you in accordance with the Terms or we or our third party licensors may seek to enforce their agreements against you.
Acquiring Collectible Video Cards.
The Platform allows you to purchase, earn, collect and showcase a Collectible Video Card containing Content from third party authorized sources. Each Collectible Video Card is a non-fungible token (“NFT”) minted on the Polygon Mainnet Network. Given the digital nature of a Collectible Video Card, the withdrawal periods in applicable consumer legislation may not apply to these transactions.
Purchasing Collectible Video Cards.
You can purchase Collectible Video Cards: (a) by buying packs of Collectible Video Cards from Clancy Euro Ltd., a wholly owned subsidiary of Clancy, on the Platform (each, a “Pack”). There are different types of Packs available for purchase on the Platform, and we reserve the right to modify the types, prices and numbers of Packs available at our discretion. Depending on the type of Pack you buy, you will collect Collectible Video Cards of varying levels of scarcity. Before you buy a Pack, we will let you know the types of Collectible Video Cards (but not the exact Collectible Video Cards) that are contained in that Pack. Earning Collectible Video Cards.
Collectible Video Cards may be earned without cost by participating in certain challenges or marketing campaigns on the Platform, or by completing certain tasks on the Platform that we may make generally available from time to time.
Subjectivity and Intrinsic Value of Collectible Video Cards.
The value of each Collectible Video Card is inherently subjective, in the same way that the value of other collectibles is inherently subjective. Each Collectible Video Card in and of itself has no inherent or intrinsic value. Some collectors might prefer to have a Collectible Video Card featuring a certain player or moment, while another might prefer an equivalent Collectible Video Card featuring a different player or moment. Each player or sport moment can have more than one Collectible Video Card associated with them or it, and those Collectible Video Cards will each have different characteristics.
Showcasing Collectible Video Cards.
You will be able to organize your Collectible Video Cards into collections on the Platform’s “My Profile” feature of the Platform and also show them to your friends.
PART 3 – PAYMENT, GAS FEES, AND TAXES
Any payments or financial transactions that you engage in via the Platform will be conducted solely through Circle.com. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions. Neither we, nor our affiliates, have any liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Platform, or any other payment or transactions that you conduct via the Polygon Mainnet Network. We do not provide refunds for any purchases that you might make on or through the Platform – whether for Collectible Video Cards, Packs, or anything else.
Gas Fees will not be charged for transactions conducted on the Platform, but transaction processing fees (each, a “Gas Fee”) may be charged if you choose to export your Collectible Video Cards from the Platform. The Gas Fees fund the network of computers that run the Polygon Mainnet Network. This means that you will need to pay a Gas Fee for each transaction that you instigate outside of the Platform. We do not receive or charge Gas Fees and will not be responsible for refunding them.
You will be 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 (collectively, the “Taxes”) associated with your use of the Platform. Except for income taxes levied on us, you: (a) will pay or reimburse us for all national, federal, provincial, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, 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 (b) will not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to these Terms.
To allow us to determine our tax obligations, unless you otherwise notify us in writing, you confirm that you are not a resident in Canada nor are you registered for Goods and services tax /Harmonized sales tax (GST / HST) or Provincial sales taxes (PST) in Canada, and will inform us if your status changes in the future.
PART 4 – OWNERSHIP, LICENCE AND INTELLECTUAL PROPERTY
Definitions. For the purposes of the Terms, the following capitalized terms will mean:
“Content” means the materials owned or lawfully licensed by third parties (e.g. sports club or a player or athletic organisations), including but not limited to photographs, current and historic videos, including practice and game footage, players footage, including rookies and/or other young professional players, club footage, interviews and players and club statistics, on which the third parties Third Party IP.
“Licence” means the licence with respect to the Content granted pursuant to section (c) below in accordance with these Terms.
“Own” means, with respect to a Collectible Video Card, a Collectible Video Card that you have purchased on the Platform or otherwise rightfully acquired from a legitimate source (and not through any of the Prohibited Activities), where proof of such purchase is recorded on the Polygon Mainnet Network.
“Platform Materials” means all Content, designs, systems, methods, information, computer code, art, software, services, “look and feel”, organization, compilation of content, code, data and all other elements of the Platform.
“Purchased Video Card” means a Collectible Video Card that you Own.
“Third Party IP” means whether registered or unregistered any rights in copyright, designs, patents, trademarks, trade names, logos and characters domain names, trade secrets, know-how, database rights, circuit layout rights and all other similar proprietary rights and all extensions and renewals of them anywhere in the world recognized currently or in the future, including Content, which are the exclusive property of third parties and are included in the Collectible Video Cards.
“User Content” means any and all information, data and other content that you submit to, or use with, the Platform, including the account, any interaction with Collectible Video Cards.
Ownership of Platform by Clancy; No Licence
Clancy, its affiliates and our third party licensors, own all legal right, title and interest in and to the elements of the Platform, and all intellectual property rights therein, including the Platform Materials. You acknowledge that the Platform Materials are protected by copyright, trade dress, patent and trademark laws, international conventions, all other relevant intellectual property and proprietary rights, and all applicable laws. The Platform Materials are the copyrighted property of us or our third party licensors, and all trademarks, service marks and trade names associated the Platform or otherwise contained the Platform Materials are proprietary to us or our third party licensors.
Except as set out in the Terms, the Platform and your ownership of any Collectible Video Card does not grant you ownership of, or any other rights with respect to, the content, code, data or other Platform Materials that you may access on or through the platform. We reserve all rights in and to the Platform Materials that are not expressly granted to you in these Terms.
Licence to Owner re Content
Subject to your continued compliance with these Terms and while you continue to own the Purchased Video Card, we grant you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Collectible Video Card and its Content solely for the following purposes:
for your own personal, non-commercial use, and
as part of this Platform that permits the purchase and sale of your Collectible Video Cards, provided that the Platform has cryptographically verified that you are the owner of the Collectible Video Card.
As such, you acknowledge and agree that, pursuant to the License, you may not, nor may you permit any third party to alter, copy, display, broadcast, or otherwise use the Content for any other purpose including but not limited to:
except in relation to your sale of the Collectible Video Card in accordance with these Terms, using the Content for your or any third party’s commercial benefit or to advertise, market, or otherwise sell any third party product or service;
trademarking, copyrighting, or otherwise attempting to acquire or register any intellectual property rights in and to the Content; and
including or otherwise excerpting the Content for use in any form of media, now known or hereinafter devised, except as expressly permitted by these Terms.
If you sell, swap, donate, give away, transfer, or otherwise dispose of the Collectible Video Card for any reason, the License granted herein immediately expires without the requirement of notice, and you will have no further rights in or to the Collectible Video Card and its Content.
Ownership of a Collectible Video Card – but not Content
When you purchase a Collectible Video Card on the Platform in accordance with the Terms, you own the underlying NFT of such Collectible Video Card completely. This means that you have the right to exchange your Purchased Video Card, sell it, or give it away. Except as otherwise permitted by these Terms in cases where we determine that any Collectible Video Card has not been rightfully acquired from a legitimate source (including, without limitation, through any of the Prohibited Activities), at no point will we seize, freeze, or otherwise modify the ownership of any Purchased Video Card.
Except as expressly set forth herein, your use of the Platform and the purchase of the Collectible Video Card, whether through this Platform or otherwise, does not grant you ownership of, license to, or any other rights on any Content, Platform Materials, Third Party IP, code, data, or other Collectible Video Card materials that you may access in the Platform.
For clarity, you understand and agree that you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialize any elements of the Collectible Video Card, including but not limited to the Third Party IP and the Content, without our prior written consent or the written consent of our third party licensors, which may be withheld in our discretion.
Prohibitions on Use of Purchased Collectible Video Cards; Owner Acknowledgements
You hereby undertake that you will not, nor will you permit any third party to, without our and/or our third party licensors prior written consent, as applicable:
modify the Collectible Video Cards or the Content of the Collectible Video Cards, including but not limited to its shapes, designs, drawings, attributes, or colour schemes, text, graphics, photos trademarks, trade names, logos and characters;
use the Collectible Video Cards or the Content to advertise, market, or sell any third party product or service;
use the Collectible Video Cards or the Content in connection with images, videos, or other forms of media that depict use of illegal substances, pornography, illegal activities, IP infringement, racism, hate, hate speech, spam, spyware, mail fraud, pyramid schemes or any other content deemed unacceptable;
apply for, register, or otherwise use or attempt to use any of the intellectual property rights of Clancy or of Third Party IP, including but not limited to trademarks or service marks or any confusingly similar marks, anywhere in the world; or
use, sell, distribute or in any way make available for your own or any third party’s commercial gain or otherwise commercialize merchandise that includes, contains, or consists of the Content included in the Collectible Video Cards.
This clause will survive the termination of the License and the agreement created by accepting these Terms.
Third Party IP; further Owner Acknowledgements
If the Collectible Video Card you purchased contains Third Party IP, you hereby agree that:
you do not have the right to use such Third Party IP in any way except as incorporated in the Collectible Video Card, and subject to the license and restrictions contained herein;
depending on the nature of the license granted from the owner of the Third Party IP, we may and reserve every right to restrict your ability to use the Collectible Video Card; and
to the extent that we inform you of such additional restrictions, you will be responsible for complying with all such restrictions from the date that you receive such notice, and failure to do so will be deemed a breach of the Licence.
You are solely responsible for your User Content and assume all risks associated with it, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate any provision of this Agreement or any applicable law. For the avoidance of doubt, User Content may include third party content you submit. You agree not to submit third party content unless you have the consent of the applicable third party owner of such content. You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Clancy. You acknowledge and agree that we are not responsible for any User Content and make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content.
We reserve the right, but not the obligation, to review any User Content, investigate, and /or take appropriate action against you in our sole discretion, including removing or modifying User Content, terminating your account, and/or reporting you to law enforcement authorities.
Feedback – Grant of licence by You
If you submit comments, bug reports, ideas or other feedback about the Platform to us, including without limitation about how to improve the Platform (collectively, “Feedback”), you agree that we and our successors or assigns are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.
PART 5 – CONDITIONS OF USE AND PROHIBITED ACTIVITIES
YOU AGREE THAT YOU ARE RESPONSIBLE FOR YOUR OWN CONDUCT WHILE ACCESSING OR USING THE PLATFORM, AND FOR ANY CONSEQUENCES THEREOF. YOU AGREE TO USE THE PLATFORM ONLY FOR PURPOSES THAT ARE LEGAL, PROPER AND IN ACCORDANCE WITH THESE TERMS AND ANY APPLICABLE LAWS OR REGULATIONS.
Without limiting the foregoing, you represent, warrant and agree that your use of the Platform will not (and will not allow any third party to):
In any manner(each a “Prohibited Activity”, and collectively, the “Prohibited Activities”):
create user accounts by automated means or under false or fraudulent pretences;
create multiple user accounts;
impersonate another person (via the use of an email address or otherwise);
use, employ, operate, or create a computer program to simulate the human behaviour of a user (“Bots”), including using, employing, or operating Bots or other similar forms of automation to engage in any activity or transaction on the Platform (including, without limitation, purchases of Packs, or of Collectible Video Cards on the Marketplace);
acquire Collectible Video Cards through inappropriate or illegal means (including, among other things, using a stolen credit card, or a payment mechanism that you do not have the right to use, or purchasing a Collectible Video Card and then attempting to charge the cost back to your payment method while still maintaining ownership or control of the Collectible Video Card or selling, gifting or trading the Collectible Video Card to someone else);
use the Platform to upload content that violates any third party right, including any Third Party IP;
use the Platform to carry out any financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments;
otherwise involve or result in the wrongful seizure or receipt of any Collectible Video Cards or other digital assets;
licence, sell, rent lease, transfer, assign distribute, host or otherwise commercially exploit the Platform;
send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;
distribute any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
upload, post, transmit or otherwise make available through the Platform any content that infringes the intellectual proprietary rights of any party;
use the Platform to violate the legal rights (such as rights of privacy and publicity) of others;
engage in, promoting, or encouraging illegal activity (including, without limitation, money laundering);
interfere with other users’ enjoyment of the Platform;
exploit the Platform for any unauthorized commercial purpose;
modify, adapt, translate, or reverse engineer any portion of the Platform;
remove any copyright, trademark or other proprietary rights notices contained in or on the Platform or any part of it;
reformat or frame any portion of the Platform;
display any content on the Platform that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;
use any spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect information about its users for any unauthorized purpose;
access or use the Platform for the purpose of creating a product or service that is competitive with any of our products or services;
abuse, harass, or threaten another user of the Platform or any of our authorized representatives, agents, customer service personnel, chat board moderators, or volunteers (including, without limitation, by filing support tickets with false information, sending excessive emails or support tickets, obstructing our employees from doing their jobs, refusing to follow the instructions of our employees, or publicly disparaging us by implying favouritism by our employees or otherwise); or
use any abusive, defamatory, ethnically or racially offensive, harassing, harmful, hateful, obscene, offensive, sexually explicit, threatening or vulgar language when communicating with another user of the Platform or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers.
Engagement in Prohibited Activities; Effect
If you engage in any of the Prohibited Activities, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account and/or delete your Collectible Video Cards’ images and descriptions from the Platform. If we delete your Collectible Video Cards’ images and descriptions from the Platform, such deletion will not affect your ownership rights in any NFTs that you already Own, but you will not receive a refund of any amounts you paid for those Collectible Video Cards.
IN ADDITION TO OUR RIGHT TO IMMEDIATELY SUSPEND OR TERMINATE YOUR USER ACCOUNT AND/OR DELETE YOUR COLLECTIBLE VIDEO CARDS’ IMAGES AND DESCRIPTIONS FROM THE PLATFORM, WE ALSO RESERVE THE RIGHT, AT OUR SOLE AND ABSOLUTE DISCRETION, WITHOUT NOTICE OR LIABILITY TO YOU, TO TAKE ANY OR ALL OF THE FOLLOWING ACTIONS: (A) TO DEEM ANY TRANSACTION THAT TOOK PLACE VIA OR AS THE RESULT OF SUCH PROHIBITED ACTIVITIES TO BE VOID AB INITIO; AND/OR (B) TO IMMEDIATELY CONFISCATE ANY COLLECTIBLE VIDEO CARDS (INCLUDING THEIR UNDERLYING NFTS) THAT WERE PURCHASED OR ACQUIRED AS THE RESULT OF SUCH ACTIVITIES.
PART 6 – TERMINATION, EFFECT OF TERMINATION AND INVESTIGATIONS
Termination by You
At any time, by terminating your account by following the steps set out in the Platform and ceasing to access and use the platform, you may terminate these Terms. If you terminate your account, or otherwise terminate these Terms, you will not receive any refunds for any purchases that you made or may make on or through the Platform – whether for Collectible Video Cards, Packs, or anything else.
Termination by Us
In addition to our express termination rights set out in these Terms, including for any Prohibited Activities, we may, in our sole discretion and for any or no reason, terminate these Terms and suspend and/or terminate your account(s) for the Platform without the provision of prior notice to you.
You acknowledge that any suspension or termination of your access to the Platform may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination.
Effect of Termination
Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Platform or that is related to your account including User Content, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.
Sections 1 and 3 through 18 will survive the termination or expiration of these Terms for any reason.
Other Remedies Available to Us in Addition to Termination
Reservation of Rights
In addition to our right to terminate these Terms or suspend or terminate your access to or use of the Platform due to your breach of these Terms, the Prohibited Activities or any suspected fraudulent, abusive, or illegal activity, we expressly reserve our ability to seek any other remedies we may have at law or in equity.
Referral to Relevant Governmental Authority
We have the right, without provision of prior notice, to take appropriate legal action, including, without limitation, referral to applicable Law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Platform. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the Platform.
Agreement to Hold Harmless for any Actions taken pursuant to this Part 7
BY USE OF THE PLATFORM YOU HEREBY AGREE TO WAIVE AND HOLD US AND OUR AFFILIATES, PARENTS AND SUBSIDIARIES, AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, THIRD PARTY LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS (THE “RELEASED PARTIES”) HARMLESS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY US AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS OR TERMINATION OF ACCOUNT BY ANY US, THE RELEASED PARTIES OR BY LAW ENFORCEMENT AUTHORITIES. IN ADDITION, YOU HEREBY WAIVE, RELEASE AND FOREVER DISCHARGE THE RELEASED PARTIES FROM AND AGAINST ANY AND ALL MANNER OF LIABILITIES, CLAIMS, DEMANDS, SUITS, DAMAGES (INCLUDING DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL AND CONSEQUENTIAL DAMAGES), LOSSES, INTEREST, COSTS, EXPENSES, DEBTS, ACTIONS AND CAUSES OF ACTION OF ANY KIND, CHARACTER OR NATURE WHATSOEVER, KNOWN OR UNKNOWN, FIXED OR CONTINGENT, INCLUDING THOSE OF LOSS, DAMAGE, INJURY OR DEATH HOWSOEVER ARISING (“CLAIMS”) THAT YOU HAVE, MAY HAVE, OR HAVE EVER HAD RESULTING FROM OR CONNECTED IN ANY WAY WITH THE YOUR USE OF THE PLATFORM, INCLUDING ANYTHING ARISING AFTER THE DATE OF YOUR AGREEMENT TO THESE TERMS.
PART 7 - DISCLAIMERS
IN ADDITION TO ANY DISCLAIMERS SET OUT ELSEWHERE IN THE TERMS, CLANCY AND OUR AFFILIATES EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE PLATFORM IS AT YOUR SOLE RISK, AND THAT THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR SUBSIDIARIES, AFFILIATES, AND THIRD PARTY LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE PLATFORM AND ANY PART OF IT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR PARENT, SUBSIDIARIES, AFFILIATES, AND THIRD PARTY LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (II) YOUR ACCESS TO OR USE OF THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (III) THE PLATFORM AND DATA AND FEATURES MADE AVAILABLE THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, LEGAL, SAFE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, INCLUDING HARMFUL CODE; (IV) THAT ANY ACTIVITIES INCLUDING THE PURCHASE OR SALE OF COLLECTIBLE VIDEO CARDS WILL RESULT IN ANY REVENUE OR PROFITS TO THE USER; OR (V) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE APP 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 A DIRECT RESULT OF 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 POLYGON MAINNET NETWORK, OR YOUR WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; OR (IV) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE APP, THE FLOW NETWORK, OR ANY ELECTRONIC WALLET.
COLLECTIBLE VIDEO CARDS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN POLYGON MAINNET NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE FLOW NETWORK. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS. WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE POLYGON MAINNET NETWORK, OR ANY ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE FLOW NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
PART 8 – LIMITATION OF LIABILITY
YOU UNDERSTAND AND AGREE THAT WE, OUR PARENTS, SUBSIDIARIES, AFFILIATES AND OUR THIRD-PARTY LICENSORS AND THEIR AFFILIATES, ARE NOT LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE LOSS OF INCOME OR PROFIT, INTERRUPTION OF BUSINESS, ANY OTHER FORM OF ECONOMIC LOSS, OR ANY EXTRAORDINARY, INDIRECT OR INCIDENTAL DAMAGE WHICH YOU MAY INCUR, HOWSOEVER CAUSED, INCLUDING ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, DUE TO THE DEVELOPMENT AND DISTRIBUTION OF THE COLLECTIBLE VIDEO CARDS, THE USE AND FUNCTION OF THIS PLATFORM, THE USE OF ANY ELECTRONIC WALLETS, SMART CONTRACTS, CRYPTOCURRENCIES AND/OR NFT AND ANY OTHER TECHNOLOGIES USED FOR THE DEVELOPMENT AND DISTRIBUTION OF THE COLLECTIBLE VIDEO CARDS EVENT IF WE HAVE BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGE.
EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL THE RELEASED PARTIES BE LIABLE FOR NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE RELEASED PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE PLATFORM, THE POLYGON MAINNET NETWORK, ANY LINKED SERVICES OR SUCH OTHER THIRD-PARTY SERVICES, NOR ANY COLLECTIBLE VIDEO CARDS, CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON EVEN IF THE RELEASED PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW.
YOU AGREE THAT, TO THE EXTENT PERMITTED BY LAW, OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE PLATFORM, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE AMOUNTS YOU HAVE ACTUALLY AND LAWFULLY PAID US UNDER THESE TERMS IN THE TWO (2) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.
YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE PLATFORM AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET OUT IN THE TERMS, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND FORMS THE ESSENTIAL BASIS OF THE AGREEMENT BETWEEN US. WE WOULD NOT BE ABLE TO PROVIDE THE PLATFORM TO YOU WITHOUT THESE LIMITATIONS.
PART 9 – INDEMNITY BY YOU
IN ADDITION TO THE INDEMNITIES SET OUT ELSEWHERE IN THESE TERMS, INCLUDING IN PART 7, YOU AGREE TO HOLD HARMLESS AND INDEMNIFY US AND OUR PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, ADVERTISERS, THIRD PARTY LICENSORS, SUPPLIERS OR PARTNERS FROM AND AGAINST ANY CLAIM, LIABILITY, LOSS, DAMAGE (ACTUAL AND CONSEQUENTIAL) OF ANY KIND OR NATURE, SUIT, JUDGMENT, LITIGATION COST AND ATTORNEYS' FEES ARISING OUT OF OR IN ANY WAY RELATED TO: (I) YOUR BREACH OF THESE TERMS; (II) YOUR MISUSE OF THE PLATFORM; OR (III) YOUR VIOLATION OF APPLICABLE LAWS, RULES OR REGULATIONS IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE PLATFORM. YOU AGREE THAT WE WILL HAVE CONTROL OF THE DEFENSE OR SETTLEMENT OF ANY SUCH CLAIMS.
PART 10 - ASSUMPTION OF RISKS BY YOU
Calculation and Submission of Taxes
You are solely responsible for determining what, if any, taxes apply to your Collectible Video Card-related transactions. We are not responsible for determining the taxes that apply to your transactions on the Platform. Please see Part 3 for additional information.
Volatility and Subjectivity of Value
The prices of collectible blockchain assets, like Collectible Video Cards, are extremely volatile and subjective. Collectible Video Cards have no inherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Collectible Video Cards, which may also be subject to significant price volatility. Due to their inherent subjectivity, we cannot guarantee that any Collectible Video Cards purchased will retain their original value, and do not guarantee that you will be able to sell the Collectible Video Cards for any price and do not guarantee that a buyer will be available in the future for a Collectible Video Card.
Use of Blockchain
The Platform does not store, send or receive Collectible Video Cards. Collectible Video Cards exist only by virtue of the ownership record maintained on the Polygon Mainnet Network supporting the Platform. Transfers of Collectible Video Cards occur within the supporting blockchain in the Polygon Mainnet Network and not on the Platform.
Software Risks relating to the Polygon Mainnet Network.
Upgrades on, a hard fork in, or a change in how transactions are confirmed by the Polygon Mainnet Network, may have unintended, adverse effects on all blockchains using Polygon Mainnet Network name standard, including users of the Platform.
Risks relating to Internet Currency
There are risks associated with using an Internet-based currency, 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 electronic wallet. BY USING THE PLATFORM, YOU ACCEPT AND ACKNOWLEDGE THAT WE WILL NOT BE RESPONSIBLE FOR ANY COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE WHEN USING THE POLYGON MAINNET NETWORK, HOWEVER CAUSED.
The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Platform, and therefore the potential utility or value of your Collectible Video Cards.
PART 11 – FORCE MAJEURE
Force Majeure Events
In these Terms a “Force Majeure Event(s)” shall mean: (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19), tsunami, explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this agreement; (f) strikes, labour stoppages or slowdowns or other industrial disturbances; (g) shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity; and (h) other similar events beyond our control.
Effect of a Force Majeure Event
You agree that 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 these Terms, when and to the extent such failure or delay is caused by or results from a Force Majeure Event.
Performance During Force Majeure Events.
If we suffer a Force Majeure Event, we will use reasonable efforts to promptly notify you of the Force Majeure Event, stating the period of time the occurrence is expected to continue. If in our control, we will use diligent efforts to end the failure or delay and/or ensure the effects of such Force Majeure Event are minimized. We will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause. In the event that our failure or delay remains uncured for a period of forty-five (45) consecutive days following written notice given by us under this Section 12, we may thereafter terminate these Terms upon fifteen (15) days' written notice
PART 12 - DISPUTE RESOLUTION; BINDING ARBITRATION
BY ACCEPTING THESE TERMS AND USING THE PLATFORM, YOU AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. FOR GREATER CERTAINTY, YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY.
ADDITIONALLY, YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING, BUT NOT LIMITED TO, CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
You are free to get advice or representation from a lawyer about this arbitration requirement.
Unless otherwise indicated by law, all disputes arising out of or in connection with this agreement, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be referred to and finally resolved by arbitration under the Arbitration Rules (“ADRIC Rules” of the ADR Institute of Canada, Inc. (“ADRIC”), except as modified herein. The arbitration will be in English or French as you choose.).
The place of arbitration shall be Toronto, Ontario, unless the arbitrator considers another location appropriate, including remotely by telephone or internet.
The ADRIC Rules are available by clicking here.
However, before beginning the arbitration, the party with the claim will first try to informally negotiate with the other party, in good faith, a resolution of the dispute for not less than 30 days but no more than 45 days, unless extended by agreement.
Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, we will pay them for you.
The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that they will not appeal any arbitration decision to any court.
Reservation of Our Equitable Remedies.
Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by us through injunctive relief and other equitable remedies without proof of monetary damages.
This arbitration requirement survives the termination of this Agreement and the bankruptcy of any party. If any part of it is deemed invalid or unenforceable, the other parts remain in force.
PART 13 – AMENDMENT TO THE PLATFORMS
We reserve the right to modify or stop the accessibility of the Platform at any time without prior notice to you, including removing or adding features.
PART 14 - LEGAL AGE
PART 16 - THIRD PARTY SITES
The Platform may include hyperlinks redirecting you to other websites or resources (collectively, the “Third Party Sites”), which are provided solely as a convenience. We have no control over the Third Party Sites and decline all responsibility for access, content or use of these sites. We do not endorse any advertising, products or other materials on or made available from or through any Third Party Sites.
YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED AS A RESULT OF THE AVAILABILITY OR UNAVAILABILITY OF THE THIRD PARTY SITES, OR AS A RESULT OF ANY RELIANCE PLACED BY YOU UPON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, PRODUCTS OR OTHER MATERIALS ON, OR MADE AVAILABLE FROM, ANY THIRD PARTY SITE.
PART 17 - GENERAL
The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.
Headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms
We may provide you with any notices (including, without limitation those regarding changes to these Terms, at our discretion) by the email address linked to your account or by posting on the Platform. By providing us with your email address, you consent to our using the email address to send you any notices. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
You may not assign, convey, subcontract or delegate your rights, duties or obligations under these Terms, by law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms, in our sole discretion, to an affiliate, or in connection with an acquisition, sale or merger.
These Terms shall be deemed severable. In the event that any provision is determined to be illegal, void, unenforceable or invalid, such provision shall be deemed severed and such determination shall not affect the validity and enforceability of any other remaining provisions.
No failure or delay on our part to exercise or enforce any right or provision of these Terms will constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of these Terms will be effective only if in writing and signed for and on behalf of us by a duly authorized signatory.
Governing Law and Venue.
To the extent permitted by law, all matters arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would result in the laws of another jurisdiction being applied. Subject to Part 13 (Arbitration), any legal action arising under these Terms will be brought exclusively in the Supreme Court of the Province of Ontario located in Toronto, Ontario, and we and you irrevocably consent and attorn to the personal jurisdiction and venue there.