1.1 Acceptance : You acknowledge and agree that You have read, understood, accepted and agreed to be bound by the terms of these Terms.
1.2 Consequences of non-acceptance : You acknowledge and agree that if You do not agree to these Terms, then We do not grant You and do not intend for You to
1.2.1 have any right to acquire and/or hold and/or store the Digital Pass; and/or
1.2.2 in any way access or use any content and/or access rights under the Digital Pass and/or Access the Platform.
1.3 Affirmation : You re-affirm that
2.1 Corporate Details : Metabay Tech Pte. Ltd.is a company limited by shares incorporated in Singapore with registration number 202222127C. ("We", "Our", "Us"). Our registered address is The Rise @Oxley, 73 Oxley Rise 238699 Singapore.
2.2 Sole Obligor : We are the sole obligorin respect of the Digital Pass and the Platform for the purposes of these Terms. None of Our holding companies, subsidiaries or Affiliates (including any such entities which conduct the business described in the FAQ) have any obligationsto You under these Terms.
3.1 Scope of these Terms : You acknowledge and agree that:
3.1.1 these Terms strictly govern Your Use of any Digital Pass that You may lawfully acquire, whether through a valid purchase in the Digital Pass Acquisition Processor as otherwise permitted;
3.1.2 these Terms strictly govern Your Access of the Platform; and
3.1.3 You shall at all times strictly comply with its terms when Using the Digital Pass or while Accessing the Platform.
3.2 Agreements : By Using the Digital Pass, You unconditionally acknowledge and agree that You have accepted and at all times shall comply with:
3.2.1 these Terms; and
3.3 Non-acceptance : If You do not accept and agree to these Terms, You unconditionally acknowledge and agree that You have no rights whatsoever to Use the Digital Pass or to Access the Platform and You must immediately exit from the Platform.
4.1 Conflict with Electronic Contract : In the event of any conflict between these Terms and the Electronic Contract, the order of priority shall be:
4.1.1 these Terms; and
4.1.2 the Electronic Contract.
4.2 Conflict with FAQ : You acknowledge and agree that the FAQ is not a binding contract and that the terms of these Terms shall prevail over the FAQ in the event of any conflict.
4.3 Conflict with Additional Specific Terms : In the event of any conflict between the provisions in the body of these Terms and the Additional Specific Terms, the order of priority shall be:
4.3.1 these Terms; and
4.3.2 the Additional Specific Terms.
5.1 General Role : You understand and acknowledge that:
5.1.1 We shall create a digital pass which represents certain access rights related to products and services of individuals generally identified as creators, (each such pass a “Digital Pass” which includes unless the context otherwise specifies a Digital Representation thereto);
5.1.2 Our role is limited to making the Platform available for Your Access and the initial purchase of the Digital Pass on the understanding that You may thereafter elect to Use the Digital Pass;
5.1.3 interests in the Digital Pass and consequently, Your interests in the Digital Pass represented by the Digital Pass exist only by virtue of the ownership record maintained on the Polygon network; and
5.1.4 the Platform is a gateway to a distributed application that runs on the Polygon network through which Digital Pass can be purchased from Us through an Electronic Contract. Certain rights attached to the Digital Pass are also embedded into an Electronic Contract. The Electronic Contract and events and transactions processed through the Electronic Contract in respect of the Digital Pass are operationalized through a decentralized ledger within the Polygon net workover which neither Us nor the Platform have control.
5.2 Purchase : You understand and acknowledge that when You purchase a Digital Pass:
5.2.1 You own only the Digital Pass and You only have certain limited rights to the related Digital Representation or any other associated IPR in the related Digital Representation as determined under these Terms;
5.2.2 the successful completion of the Digital Pass Acquisition Process by You in respect of a Digital Pass hall not (save as expressly provided herein)constitute an ongoing contractual relationship between You and Us and also does not constitute deliverables due from Us; and
5.2.3 Your purchase of the Digital Pass shall be without any recourse and/or liability to Us whatsoever.
5.3 No independent investigation by Us : You understand and acknowledge that when You purchase a Digital Pass:
5.3.1 You are not relying on Us having done an independent investigation on:
a) whether the Digital Pass has any IPR attached to them in any jurisdiction;
b) any aspect of the Digital Pass including whether they are accurate, complete, reliable, current or error-free or are unauthorised copies of materials (whether or not any IPR vests in those materials);
c) the exact scope of access rights to creators.
5.4 No responsibility : You understand and acknowledge that We shall not
5.4.1 evaluate claims by any party in relation to whether there is IPR in the Digital Pass or the related Digital Representation;
5.4.2 resolve disputes between You and any subsequent owner of the Digital Pass; or
5.4.3 offer refunds on Digital Pass purchased through the Platform except in limited circumstances.
6.1 Use Right : Subject to Your continuing compliance with these Terms, You are granted a revocable, royalty-free, non-exclusive license to Use the Digital Pass that you own including to utilise the underlying Digital Pass as it may exist from time to time for Your own personal, non-commercial use
6.2 Authorisation : You are specifically authorised to use the Digital Pass as (a) part of a marketplace that permits the purchase and sale of Your Digital Pass, provided that the marketplace cryptographically verifies each owner’s rights to display the underlying Digital Pass for their Digital Pass to ensure that only the actual owner of the Digital Pass can display the underlying Digital Pass; or (b) part of a Third Party website or application that permits the inclusion, involvement, or participation of Your Digital Pass, provided that the website/application cryptographically verifies each Digital Pass owner’s rights to display the underlying Digital Pass for their Digital Pass to ensure that only the actual owner of the Digital Pass can display the underlying Digital Pass, and provided that the underlying Digital Pass is no longer visible once the owner of the Digital Pass leaves or logs out of the applicable website/application.
6.3 Scope of License : The license granted above applies only to the extent that You continue to own the applicable Digital Pass. If at any time You sell, trade, donate, give away, transfer, or otherwise dispose of Your Digital Pass for any reason or We terminate the Terms, the license granted above shall immediately expire with respect to You and that Digital Pass without requiring notice, and You will have no further rights in or to the Digital Pass or the underlying Digital Pass
6.4 No Right : You acknowledge and confirm that except as provided in these Terms, You and any future acquiror of the Digital Pass do not have the right, to reproduce, distribute, or otherwise commercialize any elements of the Digital Pass without Our prior written consent in each case, which consent We may with hold in Our sole and absolute discretion
6.5 Restrictions on IPR : You acknowledge and confirm that the IPR regime governing the Digital Pass is uncertain and evolving. You undertake that whether or not We have registered IPR in Digital Pass, You will not:
6.5.1 apply to register IPR in the Digital Pass or any content accessed through the Digital Pass; and
6.5.2 use any trademarks or service marks, or any confusingly similar marks associated with the Digital Pass, the underlying Digital Pass or the Platform, anywhere in the world,
in each case, without Our prior written consent, which consent We may withhold in Our sole and absolute discretion.
6.6 General Use of Digital Pass : You understand that the Digital Pass is intended to be used in the spirit set out in Terms and the FAQ. You undertake and confirm that You shall not Use the Digital Pass and the underlying Digital Pass in any context which shall be considered, in any relevant jurisdiction as:
6.6.1 breaching an Applicable Law or promoting activity in breach of an Applicable Law
6.6.2 harming minors in any way
6.6.3 promoting, encouraging, or inciting acts of terrorism (including content which supports or celebrates terrorist organizations, their leaders, or associated violent activities)
6.6.4 financing a candidacy, public office or to finance other people's political campaigns;
6.6.5 facilitating fund raising for any harmful or illegal activity such as crimes against private property, distribution of illegal weapons or drug manufacturing;
6.6.6 promoting self-harm, such as that encourage physical self-harm, suicide or eating disorders;
6.6.7 raising money for an illegal purpose or in a manner that encourages others to break the law;
6.6.8 encouraging any medical disinformation related to Covid-19;or
6.6.9 breaching the privacy rights of any person
6.7 Use of Digital Pass involving interaction with Creators : You confirm that any interactions with creators as a result of your holding a Digital Pass shall be done in the spirit of the access rights contemplated under in these Terms and the FAQ. You undertake and confirm that You shall not Use a Digital Pass including in the context of engaging with creators in any context which shall be considered, in any relevant jurisdiction as
6.7.1 harassing, abusive, fraudulent, vulgar, obscene, or involving an objectionable behaviour in any manner;
6.7.2 defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups;
6.7.3 bullying or threating (stalking/inciting others) or any action that may affect the physical integrity of any person or group;
6.7.4 sharing a person's private information or collecting their public information in order to intimidate them;
6.7.5 constituting spam or flooding or phishing activity
6.7.6 unauthorised promotion of a venture or initiative; or
6.7.7 “trashy” as regarded by a reasonable person.
7.1 Digital Pass Acquisition : Strictly subject toClauses6.1,7.12and 7.13,You may :
7.1.1 Access the Platform;
7.1.2 acquire the Digital Passthrough a valid purchase in the Digital Pass Acquisition Process(which shall include payments through Apple Pay, Google Pay and credit card payments) or as otherwise permitted; and
7.1.3 thereafter Use the Digital Pass.
7.2 Platform : You acknowledge and agree that
7.2.1 You can only acquire the Digital Pass from Us through the Platform or as otherwise expressly permitted by Us (we expressly permit purchase through legitimate secondary marketplaces); and
7.2.2 any acquisition and/or Use of the Digital Pass through any other means that are not sanctioned or permitted by Us or considered invalid or not legitimate shall create no obligation on Us towards You under any circumstance.
7.3 No Guarantee of Use : For the purposes of Clause6.1, You acknowledge and agree that We give no guarantees whatsoever in relation to Your future ability to Use the Digital Pass including as contemplated in the FAQ.
7.4 Confirmations in Respect of Value : You acknowledge and agree that
7.4.1 there may be no market-standard, independent valuation process to determine the value of the Digital Pass at any given time;
7.4.2 You may never recover any cash, cryptocurrency or other assets which are used directly or indirectly to acquire the Digital Pass;
7.4.3 We give no guarantees whatsoever on the value of the Digital Pass which may be highly volatile and could reduce to zero; and
7.4.4 We are not selling the Digital Pass to You for any investment or speculative purposes.
7.5 Functionality of the Digital Representation : You acknowledge and agree that
7.5.1 while We will endeavour to offer the access rights under the Digital Pass and the rights of a Digital Representation described in the FAQ, You acknowledge and agree and understand that:
a) the FAQ is of a descriptive and informational nature only and is akin to a concept paper;
b) the FAQ is not binding and does not form part of these Terms;
c) there can be no assurance that the Digital Representation will be capable to have the anticipated functionality including being capable of use on any third-party platforms;
d) the regulatory regime governing the issue and/or use of Digital Representation and the use of cryptocurrency as a medium of payment is uncertain and evolving; and
e) We reserve the right to alter the specific details of the access rights under the Digital Passas outlined in the FAQ at Our sole discretion.
7.6 Possible Changes to Rights Under the Digital Pass : You acknowledge and agree that We may, to the maximum extent practicable, amend the rights attached to the Digital Pass in order to facilitate compliance with any legal or regulatory issues which may arise or shall be anticipated, including the following
7.6.1 the occurrence of a Regulatory Event; or
7.6.2 any additional legal or regulatory risk mitigation in respect of the rights attached to the Digital Pass or the Platform that We decide to undertake at anytime.
7.7 Consequences of Digital Pass Access Rights Change : If We amend the access rights to the Digital Pass pursuant to Clause7.6 above, We shall publish an Important Notice. It is Your responsibility to regularly check for any such notices on The Site.
7.8 Our Rights in Respect of the Digital Pass: You acknowledge and agree that We reserve the right to
7.8.1 procure the implementation of changes to the blockchain platform(including hard and soft forks) to deal with actual or imminent security breaches;
7.8.2 take or procure such other actions as may be required in relation to the Digital Pass or the Platform from a technical perspective; and
7.8.3 change the underlying blockchain protocol for the Digital Representation provided that a user’s pre-existing access rights relating to a creator under the Digital Pass are adequately protected.
7.9 Not an Investment Product : You acknowledge and agree that the Digital Pass does not constitute and is not intended to constitute a security or other investment product issued by Us or Our Affiliates to You and are not:
7.9.1 rights, options, or derivatives in respect of any form of security or other investment product;
7.9.2 rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
7.9.3 units in a collective investment scheme;
7.9.4 a debenture offering a right of redemption of any kind against Us;
7.9.5 units in a business trust; or
7.9.6 any other security or class of securities.
7.10 No Ownership or GovernanceRights : You hereby acknowledge and agree that the Digital Pass:
7.10.1 does not provide You with rights of any type with respect to Us, Our Affiliates or Our respective revenues or assets, including any distribution, redemption, liquidation, proprietary or other payment, financial or legal rights;
7.10.2 does not provide You nor are they intended to represent or confer You with any participation or governance rights in relation to Us or Our Affiliates including:
a) ownership rights or stake;
b) rights to a share or security;
c) voting rights;
d) rights to nominate a director to the board;
e) rights to requisition and/or participate in share holder meetings;
f) rights to receive accounts, financial statements or any other financial data; or
g) any rights similar or equivalent to those in Clauses7.10.2(a) to (f) above
7.10.3 does not provide You with any IPR in respect of Our business or the Platform;
7.10.4 does not entitle You to any say in how We or Our Affiliates conduct Our business;
7.10.5 does not constitute a loan, debenture or similar instrument in any form from You to Us or Our Affiliates;
7.10.6 does not constitute any form of money or legal tender in any jurisdiction or any representation of money (including electronic money or a digital payment that is a medium of exchange accepted by the public as payment);and
7.10.7 does not constitute a good or a service provided by Us or Our Affiliates or any Third Parties to You from a legal, tax, accounting or other perspective.
7.11 Eligibility Criteria : You acknowledge and agree that We may impose eligibility criteria to exercise certain access rights in respect of the Digital Pass which may require You to incur additional time and money costs. In addition, the specific details of the bundle of access rights provided in respect of a Digital Pass may only be notified after Your purchase via an Important Notice
7.12 Compliance-Related Conditionality : Your Use of the Digital Pass and Your Platform Access (including Your use of the Platform to Use the Digital Pass) is strictly conditional on You ensuring that You shall not (and shall not cause or permit anyone else to) breach:
7.12.2 these Terms including for each type of Digital Pass, any Additional Specific Terms that apply; and
7.12.3 Applicable Law.
7.13 You acknowledge and agree that Your Use of the Digital Pass is conditional on Your :
7.13.1 holding a wallet that is at all times capable of holding the Digital Representation thereto and for which You control the private key and which does not belong to an exchange for digital assets; and
7.13.2 continuing to have secure access to such wallet through Your private key.
7.14 Third Party Wallet Service: We may provide You with automatic access to a wallet service provided by Third Parties if You choose to check out with a wallet and credit card. Any such access shall be subject to subject to the terms of access of such Third Party.
7.15 Loss of Access to Digital Representation : If You are no longer in possession of Your private keys or any device associated with Your account or are not able to provide Your login or identifying credentials, You may lose all of Your Digital Pass access rights.
7.16 Additions terms : You confirm that the Digital Representations acquired through the Platform cannot be assigned, exchanged or transferred, free of charge or against payment, before the Primary Sale End Date
8.1 General: You warrant and represent to Us as at the Terms Acceptance Date, the Digital Pass Acquisition Date and at all times that You Use the Digital Pass and that You Access the Platform that:
8.1.1 Reading of Background Materials : You have read and understand:
a) these Terms (including all Exhibits) including the access rights in respect of the Digital Pass described in Clause6, the risk factors in respect of the Digital Pass set out in Exhibit 2and the Additional Specific Terms (if any); and
b) the latest version of the FAQ.
8.1.2 Sufficient Information : You have obtained sufficient information about Us, the Digital Pass and the Digital Pass Acquisition Process to make an informed decision to:
a) Access the Platform;
b) acquire a Digital Pass; and
c) upon acquisition, to continue to hold and store the Digital Pass and Use the Digital Pass including benefitting from the access rights.
8.1.3 Sufficient Industry Knowledge : You have sufficient knowledge and experience in business and financial matters and matters relating to the Digital Pass, including a sufficient understanding of:
a) blockchain, cryptographic tokens, and otherdigital assets;
b) public keys and private keys;
c) smart contracts and their equivalent;
d) digital asset storage mechanisms (such as digital wallets of different kinds);
e) software systems based on blockchain-technology; and
f) consensus algorithms, voting systems and distributed, decentralized or peer-to-peer networks or systems.
8.1.4 Financial Risks : You understand the risks associated with the Digital Pass including:
a)loss of all or any assets used, directly or indirectly ,to acquire the Digital Pass (as no refunds for any purchase of Digital Pass will be available from us other than in limited circumstances);
b) the loss of Digital Pass including loss of access as a result of losing access to your private key;
c) liability to Us (as defined in Clause 18 (Indemnity)and others for Your acts and omissions, including any acts or omissions constituting a breach of these Terms; and
d) inability to transact in the Digital Pass on any active or liquid marketplaces including any platforms operated by Third Parties(including decentralized exchanges) as We will not have control over any such listing and/or purchase process and do not endorse any such Platforms or Third Parties. There may be no active or liquid market for the Digital Pass.
8.1.5 Sufficient Understanding of Digital Representations : You understand and agree that You have a sufficient understanding of Digital Representations.
8.1.6 Sufficient Understanding of Digital Payment Tokens Used for Payment Purposes : You understand and agree that:
a) You should not transact on Our Platform if You are not familiar with any digital payment tokens You use to make payments on the Platform;
b) transacting in digital payment tokens may not be suitable for You if you are not familiar with the technology about the digital payment token services; and
c) You should be aware that the value of digital payment tokens may fluctuate greatly. You should only transact in digital payment tokens if You are prepared to accept the risk of losing all of the money You put into such digital payment tokens.
9.1 Capacity/Authority : You warrant and represent to Us as at the Terms Acceptance Date, the Digital Pass Acquisition Date and at all times that You Use the Digital Pass and that You Access the Platform that:
9.1.1 Access Rights : You have the necessary authority and consent to accept these Terms, to enter into a binding agreement with Us and to enjoy the access rights in respect of the Digital Pass;
9.1.2 Individual : If You are an individual, You are at least 18 years old and of sufficient legal age and capacity to acquire the Digital Pass;
9.1.3 Entity : If You are acting on behalf of an entity:
a) You are duly incorporated and/or organised, validly existing and in good standing under the laws of Your domiciliary jurisdiction and each jurisdiction where You conduct business; and
b) acquiring, attempting to acquire, holding the Digital Pass and enjoying its access rights does not breach Your constitutional documents.
9.1.4 No Conflict : Your entry into these Terms, Your Use of the Digital Pass and Your Platform Access shall not:
a) breach any provision of any judgment, decree or order imposed on You by any court or governmental or regulatory authority; and/or
b) breach or be in conflict with or constitute a default under (with or without the passage of time or the giving of notice) any agreement, obligation, duty or commitment to which You are a party or by which You or Your assets are bound.
9.1.5 No Breach etc : The entry of the Digital Pass Usage Agreement, Your Use of the Digital Pass and Your Platform Access shall not:
a) breach any Applicable Law;
b) require any consents, waivers, approvals or other action from any governmental or regulatory authority of any kind; or
c) be likely to trigger the occurrence of a Regulatory Event.
9.2 Regulatory Matters : You warrant and represent to Us as at the Terms Acceptance Date, the Digital Pass Acquisition Date and at all times that You Use the Digital Pass and that You Access the Platform that You are and shall remain in compliance with:
9.2.1 the Securities Law Representations;
9.2.2 the Sanctions Law Representations;
9.2.3 the AML Representations; and
9.2.4 all other Applicable Laws.
9.3 No Unlawful Use of Digital Pass : You warrant and represent to Us as at the Terms Acceptance Date, the Digital Pass Acquisition Date and at all times that You Use the Digital Pass and that You Access the Platform that You will not use the Digital Pass or Access the Plat form to finance, engage in, or otherwise support any unlawful activities or in a manner which aids or facilitates another party in the same.
10.1 Uncertain Tax Regime: You acknowledge and agree that the tax treatment of a Digital Pass is uncertain and evolving and that Your entry into these Terms, the Use of the Digital Pass and Your Platform Access could subject You to tax consequences in a number of jurisdictions.
10.2 Sole Responsibility for Tax Compliance : You acknowledge and agree that You shall be solely responsible for complying with any tax obligations arising from Your entry into these Terms, the Use of the Digital Pass and Your Platform Access including:
10.2.1 determining what taxes may apply to Your acquisition (through purchase or otherwise), possession, storage, sale or other Use of the Digital Pass or Your Platform Access including, for example, sales, use, value-added and similar taxes; and
10.2.2 complying with any obligations to withhold, collect, report and remit the correct taxes to the appropriate tax authorities in relation to Your acquisition, possession, storage, sale or other Use of Digital Pass or Your Platform Access.
11.1 “As is” Basis of Platform : You acknowledge and agree that
11.1.1 You can only Access the Platform through The Site; and
11.1.2 Your Access to the Platform is subject to these Terms which includes, among other things, an acknowledgement that the Platform is being provided on an “as is” and “as available” basis.
12.1 General: You acknowledge and agree that:
12.1.1 No Solicitation : Neither the FAQ nor these Terms:
a) constitute a prospectus or offering document of any kind;
b) are intended to be a solicitation for investment or an offering of securities in any jurisdiction; or
c) are intended to constitute the basis for an investment decision.
12.1.2 No Exchange : There can be no assurance that the Digital Pass will be exchangeable on any cryptographic exchanges or secondary markets;
12.1.3 Use of Proceeds : Any funds collected by Us through the Digital Pass Acquisition Process and/or the operation of the Platform will be utilised by Us and/or Our Affiliates in their sole discretion; and
12.1.4 No Custodial Services : We do not provide any custodial services for the Digital Pass.
12.2 Independent Contracting Parties : You and We are independent contracting parties, and therefore
12.2.1 neither of us is an agent or fiduciary of the other;
12.2.2 neither of us has the authority to bind the other
12.2.3 Your actions as a User do not create any form of partnership, joint venture, franchise or any other similar relationship between Us and You.
12.3 No Third-Party Involvement : No third-party service provider or third-party website is allowed or has been in any way supported, engaged, authorised or endorsed by Us in connection with the issue of the Digital Pass or the Use of the Digital Pass and We have no relationship in any way with any such third party.
12.4 Not a Financial Institution or Intermediary : You acknowledge and agree that We:
12.4.1 are not a financial institution and are not licensed by or under the supervision of any financial supervisory authority;
12.4.2 do not provide any licensed financial services such as investment services, capital raising, fund management or investment advice;
12.4.3 no communication or information provided to You by Us is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice; and
12.4.4 You have consulted such legal or tax professionals as necessary regarding Your specific situation prior to Accessing the Platform and Using the Digital Pass.
13.1 Confirmation of Sale Procedures: You warrant and represent to Us as at the Terms Acceptance Date, the Digital Pass Acquisition Date and at all times that You Use the Digital Pass that You have read and understood the information about the Digital Pass Acquisition Procedures:
13.2 Consequences of Failure to Comply : By sending Us the payment for the Digital Pass, You acknowledge and agree that:
13.2.1 You are in agreement with the Digital Pass Acquisition Procedures;
13.2.2 Your failure to follow the Digital Pass Acquisition Procedures may result in You not receiving any Digital Pass.
13.3 Finality of Our decision : You also acknowledge and agree that:
13.3.1 We reserve the right to refuse or cancel any requests to purchase Digital Pass from Us as part of the Digital Pass Acquisition Process at any time at Our sole discretion; and
13.3.2 any acquisition of Digital Pass by You from Us in the Digital Pass Acquisition Process is final and there are no refunds or cancellations or compensation in lieu thereof except as may be required by Applicable Law.
13.4 Not a Financial Institution or Intermediary : Authorised Website: You acknowledge and agree that the only official and authorised website in relation to the Digital Pass is The Site.
14.1 Confirmation of Sale Procedures : Security-related matters: You acknowledge and agree that at the Terms Acceptance Date, the Digital Pass Acquisition Date and at all times that You Use the Digital Pass and that You Access the Platform:
14.1.1 Reasonable Security Measures : You shall implement reasonable measures for securing access to the wallet, vault or other storage mechanism utilised to receive and hold the acquired Digital Pass, including any:
a) requisite private keys; and
b) other credentials necessary to access suchstorage mechanisms;
14.2 Security Breach : If You suspect a security breach in any of the security measures detailed in Clause 14.1.1 above, You shall in form Us immediately so We can take any measures We deem necessary to secure Your User Account, The Site, the Platform, the Digital Pass and systems as a whole.
15.1 Compliance with Laws : You acknowledge and agree and undertake that You shal l provide Us or Our nominee with such information as We may deem necessary or appropriate in order to maintain compliance with Applicable Law:
15.1.1 any anti-money laundering laws and any "Know Your Customer" requirements; and
15.1.2 to address any actual inquiries or inquiries that We may (at Our sole discretion) expect from regulatory authorities, courts or arbitral authorities in any jurisdiction including in relation to a Regulatory Event.
15.2 Request for Documents : You acknowledge and agree that such information or documents may include:
15.2.1 identity documents such as passports, driver's licenses, utility bills, other government-issued IDs and photographs;
15.2.2 (for non-individuals) incorporation or not a rised formation documents; and
15.2.3 supporting documentation to confirm Your compliance with Securities Law Representations, Sanctions Law Representations, AML Representations or any Applicable Laws including documents confirming the legitimacy of your source of funds.
15.3 Request for Notarised Documents : You acknowledge and agree that We may require attested or notarised copies of any documents listed in this Clause 15.
15. Consequences of Regulatory Investigations : You acknowledge and agree that by Accessing the Platform, We have the right to investigate any violation of these Terms, determine whether You have violated these Terms and take actions under relevant regulations without Your consent or prior notice and including in response to any requests or demands from regulatory authorities which exercise or purport to exercise jurisdiction over the Digital Pass, the Platform or Us or to avoid the occurrence of a Regulatory Event, protect the rights, property and/or personal safety of Us, the Platform, its users and/or the public, including fraud prevention and/or cause Us reputational harm. You acknowledge and agree that such actions include, to the extent feasible for Us from a technological perspective:
15.4.1 blocking and closing Your transactions on the Platform;
15.4.2 reporting the incident and Your identity (If available) to the authorities;
15.4.3 publishing the alleged violations and actions that have been taken; and
15.4.4 deleting any information that You published or reversing any transactions that are found to be violations.
16.1 “As is” and “As available” Basis of the Digital Pass: You acknowledge and agree that the Digital Pass and the Platform are provided strictly on an “as is” and “as available” basis.
16.2 No Warranties : Neither We nor any of Our Affiliates make any representations or warranties, express or implied, including any warranties of title or implied warranties of merchantability or fitness for a particular purpose with respect to:
16.2.1 the Electronic Contract;
16.2.2 the Digital Pass, the access rights that they offer or other utility;
16.2.3 the ability of anyone to acquire, hold, store or use the Digital Pass; or
16.2.4 the Platform.
16.3 Not Uninterrupted or Error-Free : Without limiting the foregoing, neither We nor Our Affiliates represent or warrant that the process of purchasing and/or acquiring the Digital Pass or Your Platform Access will be uninterrupted or error-free or that the Digital Pass are or will be reliable and error-free.
16.4 Loss of Amounts Paid : You acknowledge and agree that We are not obliged to refund You or any Third Party for any amount paid to acquire the Digital Pass.
16.5 Exclusion : We exclude all conditions, warranties, representations or other terms which may apply to the Digital Pass to the maximum extent permitted by Applicable Law.
17.1 No Refunds : By acquiring the Digital Pass, You acknowledge and agree that unless otherwise agreed.
17.1.1 any and all acquisitions of Digital Passthrough the Digital Pass Acquisition Process are final and non-refundable;
17.1.2 neither We nor Our Affiliates undertake or are required to provide any refund for the acquired Digital Pass for any reason; and
17.1.3 You will not receive or demand cryptocurrency, money or other compensation for any Digital Pass that are not used or remain unused for any reason.
17.2 No responsibility for Third Parties:
17.2.1 We are strictly not responsible for the actions of any Third Parties including any Third Parties that may be needed to Access certain functionality in relation to the Platform and the Digital Pass (which includes any third-party platforms on which you may elect to use the Digital Pass). We will not be liable for the acts or omissions of any such Third Parties, nor will We belivable for any damage that You may suffer as a result of Your transactions or any other interaction with any such third parties.
17.2.2 For the avoidance of doubt, We neither own nor control Meta Mask, Google Chrome or the Polygon network.
17.3 Not Uninterrupted or Error-Free : Platform Unavailability: In this Clause 17, “Platform Unavailability” shall refer to any inability to Use the Digital Passas a result of an inability to Access the Plat form in part or in full for any reason including as a result of:
17.3.1 inability to access or use the material, information, software, facilities, services or content on The Site;
17.3.2 abnormal and unforeseen circumstances beyond Our control, including phone and internet network failures; and/or
17.3.3 You being out of mobile or internet coverage.
17.4 No Liability for Loss or Damages : We shall not be liable to You for any loss or damage of any nature whatsoever, whether direct, indirect or consequential, which is caused or arising out of or in connection with:
17.4.1 Your reliance on the access rights associated with the Digital Pass;
17.4.2 Your Use of, or inability to Use the Digital Pass or Access the Platform including as a result of Platform Unavailability; and/or
17.4.3 any change of the value (if it is ever attributed to it) of the Digital Passor cryptocurrency used to purchase the Digital Pass,
unless it is due to Our wilful misconduct or gross negligence.
17.5 Special considerations in relation to Intellectual Property: You acknowledge and confirm that any breach of these Terms including any intellectual property infringement in relation to the Platform, the Digital Pass, the underlying Digital Representation and the content comprised in them could cause monetary damages and irreparable harm to Us.
17.6 Release of Liability : You acknowledge and agree that We shall not be liable to You for and You irrevocably release Us from all liability whatsoever(irrespective of the basis upon which the liability is claimed) for any damages, liability or losses arising out of or in connection with:
17.6.1 Your reliance on the access rights associated with the Digital Pass;
17.6.2 Your Use of, or inability to Use the Digital Pass or Access the Platform including as a result of Platform Unavailability; and/or
17.6.3 any transaction or relationship between You and any Third-Party provider, including where such transaction or relationship is associated with the ability to Use the Digital Pass or Access the Platform including through the provision of the Platform.
17.7 No Guarantees for Sale or Transfer or Repurchase : You acknowledge and agree that neither We nor Our Affiliates shall guarantee in any way that Digital Pass may be issued to You or sold or transferred by You or repurchased by Us or any Third Party either during or after the Platform Digital Pass Issuance.
17.8 No Liability for Circumstances Beyond Our Control : You shall not have any claim of any nature whatsoever against Us for any failure or delay by Us to carry out any of Our obligations herein as a result of causes beyond Our control, including:
17.8.1 as a direct or indirect result of a Force Majeure Event; or
17.8.2 an act of state or government including regulatory action imposed, any delay in securing any permit, consent or approval required by Us, to provide the access rights associated with the Digital Pass or Access to the Platform; or
17.8.3 any other cause whatsoever beyond Our absolute and direct control.
17.9 Consumer law : The limitations and disclaimer in this Clause 17do not purport to limit Our liability or alter Your rights as a consumer in any manner impermissible under Applicable Law.
17.You acknowledge and agree that for the purposes of this Clause 17, We shall be deemed to include Us, Our Affiliates and the employees, agents, consultants, directors, shareholders and officers of Us and Our Affiliates.
18.1 Indemnity : You acknowledge and agree that You shall fully indemnify Us from and against any and all claim sand/or losses of whatever nature suffered, sustained or incurred, arising out of or in connection with:
18.1.1 Your breach of these Terms;
18.1.2 Your Use of the Digital Pass;
18.1.3 Your Access of the Platform;
18.1.4 Our use of any and all information that You submit to Us including via the Use of the Digital Pass or through your Platform Access in connection with the acquisition, prospective purchase, storage or holding of a Digital Pass or use of the access rights associated with the Digital Pass.
18.2 Affiliates : For the purposes of Clause 18.1, We shall be deemed to include Us, Our Affiliates and the employees, agents, consultants, directors, shareholders and officers of Us and Our Affiliates.
19.1 Termination by You : If You do not accept and agree to these Terms, You unconditionally acknowledge and agree that You have no rights whatsoever to Use the Digital Pass or to Access the Platform and You must immediately exit from the Platform. Upon the occurrence of such an event, the Terms (including the licenses herein), shall be considered terminated with immediate effect.
19.2 Termination by Us : We may, in Our sole and absolute discretion and at any time, seek to terminate or procure the termination of Your ability to Use the Digital Pass or to Access the Plat form and thereby terminate these Terms with immediate effect (which shall also operate as a termination of the licenses in respect of the Digital Pass provided by Us herein)if
19.2.1 a Regulatory Event occurs;
19.2.2 We believe that You are a Restricted Person; or
19.2.3 You breach any of the provisions of Paragraphs 6.5 and 6.6.
19.3 Consequences of termination on accrued rights and obligations : Any termination of the Terms shall be without prejudice to any accrued rights and obligations.
19.4 Consequences of Termination for You : Upon termination of these Terms for any reason, all rights You have in respect of the Digital Pass hall immediately end.
20.1 Media References: You acknowledge and agree that You shall not refer to Us, Our Affiliates or Our licensors in any public media for any purposes unless otherwise agreed.
20.2 Revisions to these Terms : You acknowledge and agree that We may revise these Terms at any time (including to specify and/or update the Additional Specific Terms applicable to a Digital Passat the time of its issue or thereafter) so it is Your responsibility to review these Terms for updates each time You Access the Platform and/or Use the Digital Pass.
20.3 Consequences of Continued Use : Your continued Use of the Digital Pass or Access of the Platform shall be deemed an acceptance by You of the terms of these Terms as revised from time to time pursuant to Clause20.2.
20.4 Relevant Legal Information : You will be able to view, and You agree to check each time You Use the Digital Pass, the current version of these Terms within The Site by clicking the “Terms” link at the bottom of the landing page of The Site.
20.5 Acknowledgment of Reliance : You acknowledge and agree that We can and will rely on the warranties, representations and undertakings You provide to Us in Clauses 8 to 15 inclusive.
20.6 Suspension of Your Access : We may, in Our sole and absolute discretion and at any time, seek to modify, suspend or terminate operation of or access to the Use of Digital Pass or Access of the Platform(including through procuring the termination of your access to the Platform or to a creator) (or any part thereof)which may affect Your rights under the Digital Pass.
20.7 Entire Agreement : These Terms constitute the entire agreement between You and Us relating to Your Use of the Digital Pass and Your Platform Access to the exclusion of all other terms and conditions, and any prior written or oral agreement between both parties.
20.8 No Rights against Affiliates : You acknowledge and agree that these Terms do not create any rights that are enforceable against any of Our Affiliates.
20.9 Assignment and Novation by You : You may not assign, novate, or otherwise transfer all or any of Your rights, benefits or obligations under these Terms without Our prior written approval or unless agreed under these Terms.
20.10 Assignment and Novation by Us : We may assign, transfer or deal in any way with Our rights under these Terms including to an Affiliate or any Third Party without any prior consent or approval from You.
20.11 Failure or Delay : No failure to exercise, nor any delay in exercising, any right, power or remedy under these Terms shall operate as or be deemed a waiver of the same. Waivers must always be given in writing.
20.12 Waiver : Any waiver of any breach of these Terms shall not be deemed to be a waiver of any subsequent breach.
20.13 Illegality : If any provision of these Terms is determined to be invalid, illegal or void by any court or administrative body of competent jurisdiction, these Terms shall be deemed modified to the minimum extent necessary to make it valid and enforceable.
20.14 Deemed Modification Not Possible : Where the deemed modification in Clause 20.13 is not possible, the relevant invalid, illegal or void provision(s) shall be deemed deleted and the rest of these Terms shall still remain in full force and effect.
20.15 No Rights for Third Parties : Except as expressly stated herein, these Terms do not create any rights that are enforceable by any Third Parties. You acknowledge and agree that only the following Persons have rights under these Terms:
20.15.1 You; and
20.15.2 Us and Our Affiliates.
20.16 Notices to Us : All notices under these Terms shall be in writing and shall be delivered by email to the party due to receive it at the party’s designated email address. In Our case, please send it to firstname.lastname@example.org.
20.17 Notices By Us : If We decide, in Our sole discretion, to make any information publicly available to Users in connection with the matters described in these Terms, We shall do so through an Important Notice.
20.18 English Language : These Terms are drawn up in the English language and the English language version of the same shall always prevail over any translation. These Terms shall be construed, interpreted and administered in English.
20.19 Governing Law : These Terms are governed by and shall be construed in accordance with Singapore law.
20.20 Arbitration : Any dispute arising out of or in connection with these Terms shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) and the following shall apply:
20.20.1 the arbitration shall be conducted in accordance with the Arbitration Rules of the SIAC (“SIAC Rules”),which are deemed incorporated by reference in this Clause;
20.20.2 the number of arbitrators shall be three;
20.20.3 the arbitrators nominated by the claimant and the respondent shall jointly nominate the third arbitrator who, subject to confirmation by SIAC, will act as president of the arbitral tribunal;
20.20.4 the arbitrators nominated by the parties to the dispute shall endeavour to agree on the nomination of the third arbitrator within 30 days from the confirmation or appointment of the co-arbitrators;
20.20.5 where the arbitrators nominated by the parties to the dispute are unable to agree on the nomination of the third arbitrator within the time period specified in Clause 20.20.4, the third arbitrator shall be appointed by the SIAC in accordance with the SIAC Rules;
20.20.6 the seat or legal place of arbitration shall be Singapore;
20.20.7 the language used in the arbitral proceedings shall be English;
20.20.8 all documents submitted in connection with the proceedings shall be in the English language, or, if in another language, accompanied by an English translation; and
20.20.9 any award of the tribunal shall be final and binding from the day it is made.
20.21 No Class Action Rights : Any dispute is personal to You and Us and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which any individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
21.1 In these Terms, the following rules of interpretation shall apply.
21.1.1 except where expressly indicated otherwise, references to exhibits are references to the exhibits of these Terms;
21.1.2 a reference to a numbered Clause or Paragraph is a reference to the clause or paragraph of these Terms;
21.1.3 the word “including” and its other grammatical forms shall be construed without any limitation;
21.1.4 headings in these Terms(including headings of sub-clauses) are for convenience only and do not affect the construction or interpretation of these Terms;
21.1.5 a reference to a party shall include that party’s successors and permitted assigns;
21.1.6 any reference to these Terms includes the exhibits to it, each of which forms part of these Terms for all purposes;
21.1.7 the singular includes the plural and vice versa and reference to any gender includes a reference to all other genders;
21.1.8 references in these Terms to any Singapore legal term, Singapore statute or enactment shall be deemed to include any equivalent or analogous terms, or laws or rules, respectively, in any other jurisdiction; and
21.1.9 references in these Terms shall be deemed to be references to these Terms as may from time to time be amended, varied, supplemented, substituted, novated or assigned.
22.1 In these Terms, the defined terms set out below shall have the meaning ascribed to them herein.
22.2 “Access” to the Platform means accessing The Site (whether or not resulting in the purchase of a Digital Pass) and “Platform Access” shall be construed accordingly.
22.3 “Additional Specific Terms” means the specific terms that apply to a particular Digital Pass as notified via an Important Notice.
22.4 “Affiliate” means any entity that is Controlled by a Person or under common Control of that Person.
22.5 “AML Representations” means there presentations and warranties pertaining to anti-money laundering and “know your client” laws set out in Part C of Exhibit 1.
22.6 “Applicable Law” means allnational, state, local, municipal legislation, regulations, statutes, by-laws,approvals and/or other laws and any other instrument having the force of law asmay be issued and in force from time to time (and any amendment or subordinateprovisions) relating to, or connected with, the activities contemplated under theseTerms wherever so located or performed.
22.7 “Control” means the:
22.7.1 ownership or control (whether directly or indirectly) of more than 50 percent of the voting share capital of the relevant entity;
22.7.2 ability to direct the casting of more than 50percent of the votes exercisable at general meetings of the relevant entity on all, or substantially all, matters; or
22.7.3 right to appoint or remove directors of the relevant entity holding a majority of the voting rights at meetings of the board on all, or substantially all, matters;
and the terms “Controls”, “Controlled” and “Controlling” shall have the equivalent grammatical meaning.
22.8 “Digital Pass” shall have the meaning given to it in Clause5.1.1.
22.9 “Digital Pass Acquisition Date” means the date of acquisition of Digital Pass from Us through electronic or other means.
22.10 “Digital Pass Acquisition Process” means the acquisition of Digital Pass by You in accordance with the Platform Digital Pass Acquisition Procedures or other permitted means.
22.11 “Digital Pass Acquisition Procedures” means the procedures in respect of the issue of the Digital Pass by Us as part of the Digital Pass Acquisition Process set out in Exhibit 3.
22.12 “Digital Pass Electronic Contract” means, in relation to a Digital Pass, the blockchain-based electronic protocol used for the (i) initial sale of the Digital Pass by Us; and/or (ii); operationalising certain economic rights attached to the Digital Pass; and(iii) such other matters that we notify via an Important Notice from time to time.
22.13 “Digital Representation” shall mean a digital representation in the form of a digital asset.
22.14 "FAQ" means the document describing the Digital Pass and their access right, the Platform and other matters related to the Digital Pass (as may be amended from time to time) and available on The Site.
22.15 “Force Majeure Event” means any unforeseeable event or occurrence which is beyond the reasonable control of a party and which prevents or delays that party from performing any or all of its obligations under these Terms (e.g acts of God, civil unrest, political situations, pandemics etc.).
22.16 “Important Notice” means a notice accessible at The Site by clicking the "Important Notice" link at the bottom of the landing page of The Site.
22.17 “IPR” means patents, inventions (whether patentable or not), copyrights, moral rights, design rights, trade-marks, trade names, business names, service marks, brands, logos, service names, trade secrets, know-how, domain names, database rights and any other intellectual property or proprietary rights (whether registered or unregistered, and whether in electronic form or otherwise) including rights in computer software, and all registrations and applications to register any of the aforesaid items, rights in the nature of the aforesaid items in any country or jurisdiction, any rights in the nature of unfair competition rights, and rights to sue for passing off.
22.18 “Person” means a legal person, a firm, a body corporate, an unincorporated association, or an authority and such entities’ legal successors or an individual.
22.19 “Platform” means the platform which is maintained by Us for the initial purchase of the Digital Pass which includes The Site and any mobile application that we may make available in the future.
22.20 “Platform Digital Pass Issuance” means the issuance of the Digital Pass by Us through sale or otherwise.
22.21 “Platform Digital Pass Issuance Procedures” means the process set out in Exhibit 3 hereto.
22.22 “Platform Provider” means Us in Our capacity as the provider of the Platform.
22.23 “Primary Sale End Date” means the date on which a Digital Representation of a particular Digital Pass is offered for initial sale on the Platform and which shall be specified on the presentation page of such Digital Pass.
22.25 “Regulatory Event” means:
a) actual action taken, or potential action that We(in Our sole discretion) expect to be taken by a court or regulatory authority in any jurisdiction in relation to the Use of the Digital Pass and all related matters
b) an assertion of IPR by any party in relation to the content comprising the Platform or the Digital Pass.
22.26 “Restricted Person” means a User who is unable or unwilling to give any of the Securities Law Representations, the Sanctions Law Representations or the AML Representations.
22.27 “Sanctions Law Representations” means the representations and warranties pertaining to sanctions laws set out in Part B of Exhibit 1.
22.28 “Securities Law Representations” means the representations and warranties pertaining to securities laws set out in Part A of Exhibit 1.
22.29 “The Site” means the website at www.metabay.co.
22.30 “Third Party” means a natural person or legal entity who is neither You nor Us.
22.31 “Terms” means this agreement as amended from time to time.
22.32 “Terms Acceptance Date” means the date You confirm Your acceptance of these Terms (and the Exhibits hereto),whether through electronic or other means.
22.33 “Use” of the Digital Pass means any use you may make of the Digital Pass either directly or indirectly in connection with:
a) the acquisition of Digital Pass in the Digital Pass Acquisition Processor as otherwise permitted by Us;
b) holding the Digital Pass;
c) storing the Digital Pass;
d) online or offline interactions with creators or third parties facilitated with the Digital Pass; and/or
e) utilising any access rights under the Digital Pass.
22.34 “Virus” means any viruses, worms, trojan horses, cancel bolts or any other computer code designed to disrupt or adversely impact computer systems, networks or devices.
1.1 You acknowledge and agree and undertake that :
1.1.1 You are familiar with all related regulations in the specific jurisdiction in which You are based and that acquiring cryptographic Digital Pass(through purchase or otherwise) in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind;
1.1.2 You agree and acknowledge that no regulatory authority has examined or approved of the information set out in the FAQ or any other material in connection with the Digital Pass;
1.1.3 You will not Use the Digital Pass if such Use would constitute a public offering of the Digital Pass in any country or jurisdiction where action for that purpose is required;
1.1.4 You confirm that the distribution or dissemination of the FAQ, any part there of or any copy thereof, or any Use of the Digital Pass by You, or Access of the Platform by You is not prohibited or restricted by the applicable laws, regulations, or rules in Your jurisdiction, and where any restrictions in relation to possession are applicable, You have observed and complied with all such restrictions at Your own expense and risk without liability to Us;
1.1.5 You will also ensure that no obligations are imposed on Us in any such jurisdiction as a result of any of the actions taken by You in Clause 1.1.4above; and
1.1.6 We will have no responsibility for and You will obtain any consent, approval or permission required by You for, the acquisition, offer, sale or delivery by You of the Digital Pass under the laws and regulations in force in any jurisdiction to which You are subject or in or from which You Use the Digital Pass or Access the Platform.
1.2 You acknowledge and agree that different jurisdictions take different approaches to the characterisation of Digital Representations such as the Digital Pass. Therefore, there may be rules and regulations that apply to Us that we currently cannot anticipate because of the Digital Pass being characterised a security token, a utility token, a payment token or a commodity or because of the Platform being considered as carrying on a regulated activity. Accordingly, You should be aware of the following jurisdiction-specific restrictions that may apply to You.
1.2.1 United States: You are not located or resident in the United States. In addition, the Digital Pass have not been and will not be registered under the U.S. Securities Act of 1933, as amended(the “U.S. Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws in the United States. Accordingly, the Digital Pass are being offered and sold outside the United States in “offshore transactions” as that term is defined in, and in reliance on, Regulation S of the U.S. Securities Act. The Digital Pass have not been recommended by any U.S. federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of the FAQ or any other materials relating to the Digital Pass.
1.2.2 People’s Republic of China: You are not :
a) a citizen or resident (tax or otherwise) of the People's Republic of China (“PRC");
b) a natural person residing in the PRC; or
c) any entity organized or incorporated under the laws of the PRC.
1.2.3 Singapore: You understand and acknowledge that users of the Platform are hereby notified that nothing in the Platform constitutes or shall be deemed to constitute:
a) an offer to provide, or an advertisement containing any offer to provide, to the public in Singapore or any section of the public in Singapore, any type of payment service in the Republic of Singapore or elsewhere;
b) the making of an offer or invitation, or an advertisement containing any offer or invitation, to the public in the Republic of Singapore or any section of the public in the Republic of Singapore, to enter into any agreement relating to the provision by any person of any type of payment service, whether in Singapore or elsewhere.
For the avoidance of doubt, reference to providing a payment service toper sons in Republic of Singapore in the preceding sentence shall include, without limitation: (i) e-money or any digital payment being available for purchase or other acquisition by persons in Republic of Singapore; (ii) e-money denominated in Singapore dollars being available for purchase or other acquisition; and (iii) the facilitation of the exchange of digital payment for Singapore dollars.
You confirm that You understand and agree that documentation relating to the Digital Pass has not been and will not be registered as a prospectus with the Monetary Authority of Singapore.
You confirm that You understand and agree that neither We nor the Platform have been or are proposed to be registered with the Monetary Authority of Singapore and/or licensed under the Singapore Payment Services Act.
2.1 You acknowledge and agree that:
2.1.1 You are not:
a) currently subject to any U.S. sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC'),the United Nations Security Council, the European Union, the United Kingdom or other relevant sanctions authority (collectively, "Sanctions"); nor
b) located, organized or resident in a country or territory that is the subject of Sanctions;
2.1.2 You are not listed in any list of sanctioned persons including those maintained under the Sanctions including the List of Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by OFAC;
2.1.3 You are not directly or indirectly owned or controlled by any Person subject to Clauses 2.1.1 and 2.1.2 above; and
2.1.4 “You” in this Clause 2.1 includes, if You are not a natural person, You and any of Your subsidiaries or, to Your knowledge any director, officer, or employee of You or Your subsidiaries.
2.2.1 represent and covenant that You shall not use the proceeds of the sale of any Digital Pass and will not, directly or indirectly, use, lend, contribute or otherwise make available such proceeds to any of Your subsidiaries, joint venture partners or other Person (A) for the purpose of funding or facilitating any activities or business of or with any Person or in any country that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person(including any Person participating in the acquisition of Digital Passas adviser or otherwise;
2.2.2 acknowledge and agree that none of the Use of the Digital Pass, the execution, delivery and performance of the Digital Pass Usage Agreement, the consummation of any other transaction contemplated under the Digital Pass Usage Agreement will result in a violation by You or Your subsidiary of any of the Sanctions; and
2.2.3 represent that your Use of the Digital Pass hall not violate any law or regulation, including without limitation, any applicable export control laws.
3.2 You undertake that You are not acquiring the Digital Passthrough the proceeds of any illegal activity, including money laundering and the financing of terrorism.
3.2 You confirm that:
a) You shall comply with all laws relating to anti-money laundering and countering the financing of terrorism in Singapore and under all applicable statutes of all jurisdictions in which You are located, resident, organized or operate, and/or to which You may otherwise be subject and the rules and regulations thereunder (collectively, the "Money Laundering Laws"); and/or
b) no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving You or any of Your Affiliates with respect to the Money Laundering Laws is pending or, to the best of Your knowledge (after due and careful enquiry), threatened.
An acquisition of the Digital Pass involves a high degree of risk. Users should carefully consider the following information about these risks before they decide to buy the Digital Pass. If any of the following risks actually occurs, it could have a material adverse effect on the business, the Platform and/or the value of the Digital Pass.
We have described the risks and uncertainties that We believe are material, but these risks and uncertainties may not be the only ones the parties ultimately face. Additional risks and uncertainties, including those We are currently not aware of or deem immaterial, may also have a material, adverse effect on the business, the Platform and/or the value of the Digital Pass.
1.1 Blockchain Delay Risk : On most block chains used for cryptocurrency transactions, timing of block production is determined by proof of work so block production can occur at random times. The respective block chain may not include the User’s transaction at the time User expects and the payment for the Digital Pass may not reach the intended wallet address on the same day that the User sends the cryptocurrency.
1.2 Blockchain Congestion Risk : Most blockchains used for cryptocurrency transactions are prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the network in an attempt to gain an advantage in purchasing a Digital Representation. That may result in a situation where block producers may not include the User’s transaction when the User wants or the User’s transaction may not be included at all.
1.3 Risk of Software Weaknesses : The Electronic Contract concept, the underlying software application and software platform are still in an early development stage and unproven. There are no representations and warranties that the process for creating the Digital Representation will be uninterrupted or error-free. There is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of the cryptocurrency and/or the Digital Representation.
1.4 Risk of New Technology : The Platform, the Digital Pass and all of the matters set forth in the FAQ are new and untested. Users should not rely on the Platform, the Electronic Contractor the ability to receive the Digital Representation associated with the Platform in the future. Also, technology is changing rapidly, so the Platform and the Digital Representation may become outdated. The technology utilized in the Platform depends on public peer-to-peer networks that are not under Our control or influence and are subject to many risks and uncertainties. You are solely responsible for the safekeeping of the private key associated with the blockchain address associated with your use of the services Accessed through the Platform. We will not be able to restore or issue any refund in respect of any use of the Platform due to lost private keys.
1.5 Fork Handling : The blockchain networks accessed through the Platform may be subject to “forks.” Forks occur when some or all individuals or entities running the software clients for a particular blockchain adopt a new client or a new version of an existing client that: (a) changes the protocol rules in backwards-compatible or backwards-incompatible manner that affects which transactions can be added in to later blocks, how later blocks are added to the blockchain, or other matters relating to the future operation of the protocol; or (b) reorganizes or changes past blocks to alter the history of the blockchain. Some forks are“ contentious” and thus may result in two or more persistent alternative versions of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original. We may not be able to anticipate, control or influence the occurrence or outcome of forks, and do not assume any risk, liability, or obligation in connection there with. Without limiting the generality of the foregoing, We do not assume any responsibility to notify You of pending, threatened, or completed forks. We will respond to any forks We determine in Our sole and absolute discretion, and We shall not have any duty or obligation or liability to you if such response(or lack of such response) acts to Your detriment. You assume full responsibility to independently remain apprised of and informed about possible forks, and to manage Your own interests in connection therewith.
1.6 Risks association with the Polygon protocol : Because Digital Pass are based on the Polygon blockchain, any malfunction, breakdown or abandonment of the Polygon protocol may result in the loss of or inability to transfer the Digital Representation. The Polygon network may be prone to periodic congestion during which transactions could be delayed or lost. Individuals may also intentionally spam the Polygon network in an attempt to gain an advantage in purchasing cryptographic Digital Representation. That may result in a situation where block producers may not include a user’s transaction at the time such user expects, or a user’s transaction may not be included at all. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks by undermining or vitiating the crypto graphic consensus mechanism that underpins the Polygon protocol. Also, governmental and regulatory agencies could prohibit the use of current and/or future cryptographic protocols which could adversely impact the ability to transfer the Digital Representation, resulting in a significant loss of value of the Digital Representation. We may make a business decision to switch the Digital Pass to a different protocol going forward which could have better or worse features as compared to Our current protocol.
2.1 Risk of Loss of Access to Wallet : The Digital Representation may be held by a User only on a wallet that is capable of holding the Digital Representation. Accordingly, loss of any details required to obtain access to such wallet could result in an inability to access the User’s Digital Representation, access to the User’s Digital Representation balance and/or any initial balances in blockchains created by third parties. Your Digital Representation will be held in a crypto-wallet. Your digital wallet stores Your private key and public keys. Public keys allow outside parties to transmit crypto currencies into your digital wallet. Private keys allow you to receive, hold, access and transfer Digital Representation. Accordingly, loss of requisite private key(s)associated with Your wallet will result in your inability to access Your Digital Representation, and they will be unrecoverable. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service You use, may be able to misappropriate your Digital Representation. Any errors or malfunctions caused by or otherwise related to the wallet You choose to receive and store Digital Representation, including Your own failure to properly maintain or use such wallet, may also result in the loss of Your Digital Representation.
2.2 No Assurance of Digital Representation Security : While We believe Our platform offers a high degree of security, there can be no assurance of this. The Digital Representation may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the Electronic Contract or the Digital Representation in a variety of ways, including malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Platform rests on an open-source software, there is the risk that the Digital Representation contracts may contain intentional or unintentional bugs or weaknesses which may adversely affect the Digital Representation or result in the loss of Digital Representation, or the loss of ability to access or control the Digital Representation. In the event of such a software bug or weakness, there may be no remedy and Users are not guaranteed any remedy, refund or compensation.
2.3 No Assurance of Digital Representation Security : Attacks on Electronic Contract: The blockchain used for the Electronic Contract is susceptible to mining attacks, including double-spend attacks, majority mining power attacks, "selfish-mining" attacks, and race condition attacks. Any successful attacks present a risk to the Electronic Contract, expected proper execution and sequencing of the Digital Representation transactions, and expected proper execution and sequencing of contract computations.
3.1 Risks Relating to the Commercial success of Our Platform and the Digital Pass : The commercial success of the Platform is subject to a number of factors beyond Our control and/or the control of the Platform Provider, such as:
3.1.1 ability / inability to meet users' expectations regarding the functionality of the Platform and the Digital Pass;
3.1.2 interest from a limited number of users or creators;
3.1.3 limited bandwidth to manage unexpected growth;
3.1.4 inability to continuously adapt the business model underlying the Digital Pass to meet market needs;
3.1.5 significant competition from new and existing players in this space who introduce similar platforms; and
3.1.6 any other new and untested technology that underlies the Platform in the future may not function as planned.
3.2 Risks Relating to the Development and Acceptance of Blockchain Networks : The further development and acceptance of blockchain networks, including the network on which the Digital Representation is based, are part of a new and rapidly changing industry, which is subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of blockchain networks and blockchain-enabled digital representation of rights could have an adverse material effect on the Digital Representation. The growth of the blockchain industry in general, as well as the blockchain networks with which the Digital Representation will rely and interact, is subject to a high degree of uncertainty. The factors affecting the further development of the cryptocurrency industry, as well as blockchain networks, include, without limitation:
3.2.1 worldwide growth in the adoption and use of NFTs, Bitcoin, Ether and other blockchain technologies;
3.2.2 government and quasi-government regulation of NFTs, Bitcoin, Polygon and other blockchain assets and their use, or restrictions on or regulation of access to and operation of blockchain networks or similar systems;
3.2.3 the maintenance and development of the open-source software of the Bitcoin, Polygon and other cryptocurrency networks;
3.2.4 changes in consumer demographics and public tastes and preferences;
3.2.5 the availability and popularity of other forms or methods of buying and selling goods and services, or trading assets including new means of using fiat currencies or existing networks;
3.2.6 general economic conditions and the regulatory environment relating to NFTs and digital assets cryptocurrencies;
3.2.7 a decline in the popularity or acceptance of the Bitcoin, Polygon or other networks; and
3.2.8 the slowing or stopping of the development, general acceptance and adoption and usage of blockchain networks and blockchain assets.
3.3 Risk Related to Reliance on Third Parties : Even if completed, the Platform will rely, in whole or in part, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it including through supporting many of the key technological functions of Our Platform. There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet requirements, all of which might have a material adverse effect on the Platform.
3.4 Dependence of Platform on Senior Management Team : The success of the senior management team of the Platform Provider, is dependent to a large degree on the services of each member of that team including their ability to bring creators on the Platform. The loss or diminution in the services of any member of the senior management team or an inability to attract, retain and maintain additional senior management personnel, could have a material adverse effect on the Platform. Competition for personnel with relevant expertise is intense due to the small number of qualified individuals, and this situation may adversely impact the Platform Provider’s ability to retain existing senior management and/or attract additional qualified senior management personnel, which could, in turn, have a material adverse effect on the Platform.
3.5 Limited Historical Information : We and Our Affiliates are start-up companies, and, therefore have limited prior business operations, financial historical information and other business information relating to the business operations or future prospects of the group.
3.6 Risk of Conflicts of Interest : We may be engaged in transactions with related parties, including companies controlled by Us or in which We own an interest, and other Affiliates, and may continue to do so in the future. Conflicts of interest may arise between any of Our Affiliates and Us, potentially resulting in the conclusion of transactions on terms not determined by market forces.
3.7 Risk Arising from Emerging Markets: We may operate in several emerging markets. Emerging markets are subject to greater risks than more developed markets, including significant legal, economic and political risks. Emerging economies are subject to rapid change and the User understands that the information set out in these Terms and the FAQ may become outdated relatively quickly.
3.8 Lack of Information : A holder of Digital Pass may not be able to obtain all information it would want regarding the Digital Pass on a timely basis or at all going forward. It is possible that the holder may not therefore be aware on a timely basis of material adverse changes that have occurred which could affect the Digital Pass.
3.9 Risks relating to Treasury Management : Our revenues and Our expenses may be different currencies which leaves Us vulnerable to fluctuation in exchange rates. As an example, We may generate revenue from the sale of Digital Passes in cryptocurrency but pay Our creators in fiat.
4.1 Uncertain Regulatory Framework : The regulatory status of cryptocurrency, digital assets, blockchain technology and NFTs is unclear or unsettled in many jurisdictions. Advances in code cracking or technical advances such as the development of quantum computers may present risks to the services delivered through the Platform, which could result in the theft, loss or inaccessibility thereof. It is difficult to predict how or whether governmental authorities will regulate such technologies particularly as We believe the Platform offers several first-of-its-kind access rights. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptocurrency, digital assets, blockchain technology and its applications. Such changes could adversely impact the Digital Pass in various ways, including, for example, through a determination that the Digital Pass are regulated financial instruments that require registration. You should be aware that neither We nor the FAQ nor the Digital Pass are registered with any securities regulator in any jurisdiction including, in Hong Kong, the Securities and Futures Commission or the Hong Kong Monetary Authority or in Singapore, the Monetary Authority of Singapore. We and/or the Platform Provider(as applicable) may cease the distribution of the Digital Pass, the development of the Platform and/or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
It Is pertinent to note that In September 2020, the Financial Action Task Force (FATF) published a report regarding the main risks associated with virtual assets and with platforms offering services relating to such virtual assets. In particular, FATF pointed out that money laundering and other types of illicit activity financing are facilitated by virtual assets, which are more conducive to rapid cross-border transactions in decentralized markets that are not regulated by national authorities; that is, the online marketplaces where cryptocurrencies and decentralized assets are traded on blockchains. Among other things, FATF pointed to the anonymity of the parties to transactions as a factor that increases risk.
4.2 Uncertain Regulatory Framework : Failure to Obtain, Maintain or Renew Licenses and Permits. We may require a number of permits, licenses, authorisations, consents, decrees, waivers, approvals and filings (statutory, regulatory or otherwise) to lawfully operate the business in accordance with Applicable Law (the “Approvals”). There is a risk that requirements for Approvals for the issue of Digital Passthrough the Platform or otherwise may be adopted in the future and may relate to Us. In this case, the business will depend on obtaining such required Approvals, the continuing validity of such Approvals and Our compliance with their terms. Regulatory authorities will exercise considerable discretion in the timing of Approval issuance and renewal and the monitoring of Our compliance with the terms of such Approvals. Requirements which may by imposed by these authorities and which may require Us and/or the Platform Provider to comply with numerous standards, recruit qualified personnel, maintain necessary technical equipment and quality control systems, monitor operations, maintain appropriate filings and, upon request, submit appropriate information to the licensing authorities, may be costly and time- consuming and may result in delays in the commencement or continuation of operation of the Platform. Further, private individuals and the public at large may possess rights to comment on and otherwise engage in the Approval process, including through intervention in courts and political pressure. Accordingly, the Approvals We may need may not be issued or renewed, or if issued or renewed, may not be issued or renewed in a timely fashion, or may involve requirements which restrict Our ability to conduct operations or to do so profitably.
4.3 Uncertain Regulatory Framework : Risk of Government Action: The industry in which We operate is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcementactions. There can be no assurance that governmental authorities will not examine Our operations and/or pursue enforcement actions against Us. All of this may subject Us and/or the Platform Provider to judgments, settlements, fines or penalties, or cause Us to restructure Our operations and activities or to cease offering certain products or services, all of which could harm Our reputation or lead to higher operational costs, which may in turn have a material adverse effect on the Digital Pass and/or the development of the Platform.
4.4 Risk of Burdensomeness of Applicable Laws, Regulations, and Standards: Failure to comply with Applicable Law or the findings of government inspections, or increased governmental regulation of Our operations, could result in substantial additional compliance costs or various sanctions, which could materially adversely affect Our business and the Platform. Our operations and properties are subject to regulation by various government entities and agencies, in connection with ongoing compliance with Applicable Law. One example is a number of data protection, security, privacy and other government- and industry-specific requirements, including those that require companies to notify individuals of data security incidents involving certain types of personal data. Security compromises could harm our reputation, erode user confidence in the effectiveness of our security measures, negatively impact our ability to attract new users, or cause existing users to stop using our Platform. Regulatory authorities exercise considerable discretion in matters of enforcement and interpretation of Applicable Law. Respective authorities have the right to conduct periodic inspections of Our operations and properties throughout the year. Any such future inspections may conclude that We have violated laws, decrees or regulations, and We may be unable to refute such conclusions or remedy the violations. Our failure to comply with existing laws and regulations or the findings of government inspections may result in the imposition of fines or penalties or more severe sanctions or in requirements We cease certain business activities, or in criminal and administrative penalties applicable to Our officers. Any such decisions, requirements or sanctions, or any increase in governmental regulation of respective operations, could increase Our costs and have a material adverse effect on the business and the Platform.
4.5 Risk of New Laws : In addition to existing laws and regulations, various governmental and regulatory bodies, including legislative and executive bodies, in the United States and in other countries may adopt new laws and regulations, or new interpretations of existing laws and regulations may be issued by such bodies or the judiciary, which may adversely impact the development of the crypto economy as a whole and our legal and regulatory status in particular by changing how we operate our business, how our products and services are regulated, and what products or services we and our competitors can offer, requiring changes to our compliance and risk mitigation measures, imposing new licensing requirements, or imposing a total ban on certain crypto asset transactions, as has occurred in certain jurisdictions in the past. For example, under recommendations from the Financial Crimes Enforcement Network, or FinCEN, and the Financial Action Task Force, or FATF, the United States and several foreign jurisdictions are likely to impose the Funds Travel Rule and the Funds Transfer Rule (commonly referred to collectively as the Travel Rule) on financial service providers in the crypto economy. We may face substantial compliance costs to operationalize andcomply with the Travel Rule and may be further subject to administrative sanctionsfor technical violations or customer attrition if the user experience suffers as a result. There are substantial uncertainties on how these requirements would apply in practice, and we may face substantial compliance costs to operationalize and comply with these rules. We may be further subject toad ministrative sanctions for technical violations or customer attrition if the user experience suffers as a result. As another example, the recent extension of anti-money laundering requirements to certain crypto-related activities by the E.U. Fifth Money Laundering Directive has increased the regulatory compliance burden for our business in Europe and, as a result of the fragmented approach to the implementation of its provisions, resulted in potentially distinct and divergent national licensing and registration regimes for us in different E.U. member states. Further E.U.-level legislation imposing additional regulatory requirements in relation to crypto-related activities is also expected in the intermediate term which, among other things, may impose new or additional regulatory requirements on both crypto service providers and issuers of certain crypto assets, which may impact Our operations in the E.U.
4.6 Unlawful or Arbitrary Government Action : Governmental authorities may have a high degree of discretion and, at times, act selectively or arbitrarily, without hearing or prior notice, and sometimes in a manner that is contrary to law or influenced by political or commercial considerations. Moreover, governmental authorities also have the power in certain circumstances, by regulation or government act, to interfere with the performance of, nullify or terminate contracts. Unlawful, selective or arbitrary governmental actions have reportedly included the denial or withdrawal of licenses, sudden and unexpected tax audits, criminal prosecutions and civilactions. Our competitors may receive preferential treatment from the government, potentially giving them a competitive advantage over.
4.7 Risks Relating to Taxation : The tax treatment of acquisition of Digital Pass(through purchase or otherwise) is uncertain and there may be tax consequences for acquirers. Each acquirer must seek its own tax advice in connection with the purchase of Digital Pass. The acquisition of a Digital Pass may result in tax consequences to acquirers, including withholding taxes, income taxes and tax reporting requirements. Each acquirer should consult with and must rely upon the advice of its own professional tax advisors with respect to the tax treatment of the acquisition of a Digital Pass.
5.1 Limited information; No independent investigation : There is no independent investigation done to ensure the uniqueness of content or access rights offered through any Digital Pass. We have not undertaken and will not undertake any investigations, searches or other actions to fully verify all relevant details in respect of the creator or other person associated with a Digital Pass. The Platform will not evaluate the claims of a potential purchaser against Us, resolve disputes between Us and a purchaser or offer refunds on Digital Pass or Digital Pass purchased through the Platform.
5.2 No standardised valuation methodology for digital representations : Investors should note that unlike financial assets, there is no standardised valuation methodology for a Digital Pass. Standards for valuation are ambiguous and little consensus exists about how to conduct a valuation of a Digital Pass. While we expect that our Platform will enable genuine price discovery in relation to the value of a Digital Pass, users should not that any price estimate there will depend on valuations, projections, forecasts and estimates that could be speculative in nature, and it can be expected that some or all of the underlying assumptions may differ or may prove substantially incorrect. Therefore, there can be no assurance that the price at which a Digital Pass is sold on the Platform either as part of an initial sale or a resale will genuinely reflect its value.
5.3 Other Risks : It is important to understand the distinction between the Digital Pass and its associated Digital Representation and that there may be no registrable IP in either. There can be no assurances regarding the digital storage of a Digital Representation.
6.1 Creator-Risks : Access to the Creator may be unavailable for reasons outside of Our control, e.g illness or an interaction being prevented or rendered impossible or infeasible by any regulation of any government authority, public authority or bureau, act of God, civil tumult, strike, weather, epidemic, interruption in or delay of transportation in or delay of transportation services, war conditions or emergencies or any cause beyond Our control and the Creator. The Platform reserves the right to terminate contractual relationships with the Creator in certain scenarios where the Creator may be unwilling or unable to provide the services of a creator on the Platform. If a Creator is unable to provide the services under the Digital Pass, Users shall be given refunds only in certain scenarios.
1.1 Payment for the purchase of Digital Pass from Usshall take place on suchterms as shall be agreed between You and Us at the relevant time and notifiedthrough an Important Notice.
2.1 You can only receive the Digital Pass in a wallet that is capable of holding the Digital Pass.
3.1 We reserve a right in an emergency to stop the process of distribution of the Digital Pass in limited situations, such as, but not limited to:
3.1.1 detection of a serious security issue;
3.1.2 serious network performance issue, depriving all users of equal treatment;
3.1.3 any type of material attack on the Digital Pass, the Platform, The Site or the cryptocurrency networks;
3.1.4 the occurrence of a Regulatory Event; or
3.1.5 We believe that you are a Restricted Person.
4.1 We are entitled, at Our discretion (including for the avoidance of doubt, the occurrence of a Regulatory Event), to perform a refund of payment(partially or in full) made by a person in favour of Us in order to acquire the Digital Pass("Refund Receiver").
4.2 We are not obliged to make a refund of payments in the same amount and same type of cryptocurrency received from You and may make a refund in such digital form and through such digital means that we choose at Our discretion. For the avoidance of doubt, the price of any cryptocurrency received by Us shall not be set in fiat currency and We are under no obligation to the refund the fiat currency equivalent of any cryptocurrency received by Us.
4.3 If We elect to make payments in a cryptocurrency, the Refund Receivershall only receive refund payments into a wallet that is capable of receivingthat cryptocurrency and Weshall not be liable for any delay or failure to makerefund where the delay or failure results from failure of the Refund Receiverto maintain such a wallet.
4.4 Any refunds made in favor of the Refund Receiver will be reduced by an amount of any expenses that We have incurred or may incur in future in this regard, including any exchange fees, bank fees, agency and brokerage fees, taxes, charges, fees for blockchain transactions including gas fees, etc.
5.1 We reserve the right to amend the terms and conditions of the Digital Pass Acquisition Process set out therein, at Our sole discretion, at any time.
5.2 We shall publish a notice on The Site to inform Users of any material changes to the terms and conditions of the Digital Pass Acquisition Process assoon as reasonably practicable. It is Your responsibility to regularly check The Site for any such notices.
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