1. Acceptance of Terms
The Curator makes available the Tools and the Site free of charge in order to allow different interactions with the Decentraland platform (" Decentraland"), a decentralized virtual world. The Curator does not own Decentraland, as ownership is decentralized on the community.
The Curator has not continuing obligation to operate the Tools and the Site and may cease to operate one or more of the Tools in the future, at its exclusive discretion, with no liability whatsoever in connection thereto.
With respect to the source code of the software of the Tools that has been released by the Curator under an open source license, such software code must be used in accordance with the applicable open source license terms and conditions. Other similar tools might be developed in the future by the community or third parties.
The Tools are still in testing phase and are provided on an "as is" and "as available" basis and may contain defects and software bugs. You are advised to safeguard important data, property and content, to use caution, and to not rely in any way on the correct or secure functionality or performance of the Tools.
You hereby represent and warrant that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms. Decentraland is a global platform and by accessing the Content, the Site or Tools, you are representing and warranting that, you are of the legal age of majority in your jurisdiction as is required to access such Tools and Content and enter into arrangements as provided by the Tools. You further represent that you are otherwise legally permitted to use the Tools in your jurisdiction including owning cryptographic tokens of value, and interacting with the Site, Tools or Content in any way. You further represent you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that The Curator is not liable for your compliance or failure to comply with such laws. You further represent and warrant that all funds or assets used by you in connection by you have been lawfully obtained by you in compliance with all applicable laws.
4. Account Access and Security
Access to the Tools is provided via a third party private key manager selected by you (e.g., a Web3 Provider, Metamask, a USB interface for Ledger Wallet, the Mist browser, or other). Security and secure access to each account in the Tools is provided solely by the third party private key manager you select to administer your private key. You and the third party private key manager you select are entirely responsible for security related to access of the Tools. The Curator bears no responsibility for any breach of security or unauthorized access to your account (the "Account"). You are advised to: (a) avoid any use of the same password with your selected third party private key manager that you have ever used outside of the third party private key manager; and (b) keep your password and any related secret information secure and confidential and do not share them with anyone else.
You are solely responsible for all activities conducted through your Account whether or not you authorize the activity. In the event that fraud, illegality or other conduct that violates this Agreement is discovered or reported (whether by you or someone else) that is connected with your Account, the Curator may terminate your Account (or Accounts) as described in Section 14.
You are solely responsible for maintaining the confidentiality of your password and for restricting access to your devices. You are solely responsible for any harm resulting from your disclosure, or authorization of the disclosure, of your password or from any person's use of your password to gain access to your Account.
You must immediately notify the Curator of any unauthorized use of or access to your Account, password, or other breach of security at [email protected], however you accept that due to the nature of the Tools, The Curator will likely be unable to remedy any issues that arise.
The Curator will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations, or for any reason whatsoever, except fraud on our part
The Curator cannot and will not be liable for any loss or damage arising from your sharing or other loss of your private key or related information, or any other damage or loss arising from unauthorized access to your Account.
Transactions that take place using the Tools are confirmed and managed via the Ethereum blockchain. You understand that your Ethereum public address will be made publicly visible whenever you engage in a transaction using the Tools.
If you reside in a jurisdiction where online gambling is banned (such as the United States of America, China and South Korea) you must refrain from accessing Content which includes online gambling. In all cases you must be older than 18 years (or the minimum legal age in your place of residence).
5. Representations and Risks
You acknowledge and agree that your use of the Tools and the Site is at your sole risk. The Tools and the Site are provided on an "AS IS" and "as available" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. You acknowledge and agree that the Curator has no control over, and no duty to take any action regarding: which users gain access to or use the Tools; what effects the Tools may have on you; the LAND you own; how you may interpret or use the Tools; or what actions you may take or fail to take as a result of having been exposed to the Tools. You release the Curator from all liability for your inability to access to the Site, Tools or any Content therein. The Curator is not and cannot be responsible for and makes no representations, warranties or covenants concerning any content contained in or accessed through the Site, Tools, and the Curator will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Tools.
5.2 Sophistication and Risk of Cryptographic Systems
By utilizing the Tools, the Site or interacting with the Tools or platform or anything contained or provided therein in any way, you represent that you understand the inherent risks associated with cryptographic systems; and warrant that you have an understanding of the usage, risks, potential bugs based on novel technology (where applicable), and intricacies of native cryptographic tokens, like Ether (ETH) and Bitcoin (BTC), smart contract based tokens such as those that follow the Ethereum Token Standard ( https://github.com/ethereum/EIPs/issues/20 ), Mana (the ERC20 token that allows users to claim parcels of LAND and interact with each other within the Curator), LAND (the ERC-721 token, associating each LAND parcel's x and y coordinates with a definition of a parcel's 3D scene that makes up the larger metaverse) and blockchain-based software systems.
5.3 Risk of Regulatory Actions in One or More Jurisdictions
The Curator, MANA, LAND and ETH could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of the Curator to continue to develop, or which could impede or limit your ability to access or use the Tools or Ethereum blockchain.
5.4 Risk of Weaknesses or Exploits in the Field of Cryptography
You acknowledge and agree that cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to smart contracts, cryptocurrencies and the Tools, which could result in the theft or loss of your cryptographic tokens or property, among other potential consequences. To the extent possible, the Curator intends to undertake reasonable measures to update the protocol underlying the Tools to account for any advances in cryptography and to incorporate additional security measures that the Curator should become aware of, but the Curator does not guarantee or otherwise represent that the Curator can provide security for the system. By using the Tools you acknowledge and agree to undertake these risks.
5.5 Volatility of Crypto Assets
Some Tools allow the use of MANA, ETH or other similar blockchain technologies. You acknowledge and agree that MANA, Ether and blockchain technologies and associated assets, and other assets are highly volatile due to many factors including but not limited to popularity, adoption, speculation, regulation, technology and security risks. You also acknowledge and agree that the cost of transacting on such technologies is variable and may increase at any time causing impact to any activities taking place on the Ethereum blockchain. The Curator does not invite or makes any offer to acquire, purchase, sell, transfer or otherwise deal in any crypto asset. You acknowledge and agree these risks and represent that the Curator cannot be held liable for changes and fluctuations in value or increased costs.
5.6 Application Security
You acknowledge and agree that the Site, the Tools and related applications are software code and are subject to flaws and acknowledge that you are solely responsible for evaluating any smart contract, code provided by the Site, Tools or Content and the trustworthiness of any third-party websites, products, smart-contracts, or Content you access or use through the Tools. You further expressly acknowledge and agree that Ethereum applications can be written maliciously or negligently, that the Curator cannot be held liable for your interaction with such applications and that such applications may cause the loss of property or even identity. This warning and others later provided by the Curator in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Tools or the Site.
5.7 Third Party Providers
The Curator neither owns nor controls MetaMask, Ledger Wallet, the Mist browser, Google Chrome, the Ethereum network, any Web3 Provider or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Tools. The Curator shall not be liable for the acts or omissions of any such third parties, nor shall the Curator be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.
You are solely responsible for determining what, if any, taxes apply to your LAND parcel related transactions, and any other transaction conducted by you. The Curator is not responsible for determining the taxes that apply to your transactions entered through the Tools or otherwise involving any LAND parcel, or any other related transaction. The Curator is not to act as withholding tax agent in any circumstances whatsoever.
5.9 Uses of the Tools
You acknowledge and agree that the Tools does not store, send, or receive LAND parcels. This is because LAND parcels exist only by virtue of the ownership record maintained on the Tools's supporting blockchain in the Ethereum network. Any transfer of LAND parcel occurs within the supporting blockchain in the Ethereum network, and not within the Tools.
5.10 Risks of Digital Currencies
There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections failure or problems, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that The Curator will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum network, however caused.
5.11 Risks of Changes to Ethereum Platform
Upgrades by Ethereum to the Ethereum platform, a hard fork in the Ethereum platform, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using the ERC-20 standard, ERC-721 standard, or any other future Ethereum standard,.
6. Transactions and Feeds
6.1 If you elect to purchase, trade, or sell a parcel with or from other users via the Tools, any financial transactions that you engage in will be conducted solely through the Ethereum network via MetaMask. The Curator will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, the Curator will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Tools, or any other transactions that you conduct via the Ethereum network or MetaMask.
6.2 Ethereum requires the payment of a transaction fee (a " Gas Fee") for every transaction that occurs on the Ethereum network. The Gas Fee funds the network of computers that run the decentralized Ethereum network. This means that you will need to pay a Gas Fee for each transaction that occurs via the Tools. You accept that the payment of the Gas Fee is inherent to the nature of the Ethereum network and alien to the Curator or due to the use of the Tools.
6.3 Transactions taking place in the Marketplace will derive in a 1% MANA-burn (the "Marketplace Transaction Cost") calculated over the amount of MANA involved in such transactions. Such MANA-burn cost will be borne by the participants to the transaction. All MANA spent under the Marketplace Transaction Cost will be burned (removing it from circulation) and shall not be collected by, or accrue to the benefit of the Curator, or any other party whatsoever.
6.4 You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, "Taxes") associated with your use of the Tools (including, without limitation, any Taxes that may become payable as the result of your ownership, or transfer of any parcel. Except for income taxes levied on The Curator, you: (i) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to these Terms.
The Curator may make changes to the Terms from time to time. When the Curator makes changes, the updated Terms will be made available through the Site and update the "Last Updated" date at the beginning of these Terms accordingly. Please check these Terms periodically for changes. Any changes to the Terms will apply on the date that they are made, and your continued access to or use of the Tools or the Site after the Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, you must not access or use the Tools or the Site.
You affirm that you are over the age of 13, as the Tools is not intended for children under 13. IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD'S USE OF THE TOOLS or the SITE, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.
TO ACCESS CERTAIN CONTENTS YOU WILL NEED TO HAVE A MINIMUM AGE AS DETAILED IN OUR CONTENT POLICY.
10.1 YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITE AND TOOLS. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SITE AND TOOLS MAY NOT BE SECURE AND MAY BE INTERCEPTED OR LATER ACQUIRED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE AND TOOLS IS AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT THE TOOLS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. RECOGNIZING SUCH, YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE CURATOR, ITS AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES OR ANY OTHER DAMAGES BASED ON CONTRACT, TORT, STRICT LIABILITY, INFRINGEMENT OF INTELLECTUAL PROPERTY OR THEFT OR MISAPPROPRIATION OF PROPERTY OR ANY OTHER THEORY (EVEN IF THE CURATOR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE SITE OR TOOLS; THE USE OR THE INABILITY TO USE THE SITE OR TOOLS; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR TOOLS; ANY ACTIONS THE CURATOR TAKES OR FAILS TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND; HUMAN ERRORS; TECHNICAL MALFUNCTIONS; FAILURES, INCLUDING PUBLIC UTILITY OR TELEPHONE OUTAGES; OMISSIONS, INTERRUPTIONS, LATENCY, DELETIONS OR DEFECTS OF ANY DEVICE OR NETWORK, PROVIDERS, OR SOFTWARE (INCLUDING, BUT NOT LIMITED TO, THOSE THAT DO NOT PERMIT PARTICIPATION IN THE TOOLS); ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; INABILITY TO FULLY ACCESS THE SITE OR TOOLS OR ANY OTHER WEBSITE; THEFT, TAMPERING, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, IMAGES OR OTHER CONTENT OF ANY KIND; DATA THAT IS PROCESSED LATE OR INCORRECTLY OR IS INCOMPLETE OR LOST; TYPOGRAPHICAL, PRINTING OR OTHER ERRORS, OR ANY COMBINATION THEREOF; OR ANY OTHER MATTER RELATING TO THE SITE OR TOOLS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
10.2 THE CURATOR HEREBY EXPRESSLY DISCLAIMS, WAIVES, RELEASES AND RENOUNCES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT.
10.3 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE CURATOR, ITS AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES , AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE TOOLS WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE TOOLS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE TOOLS WILL BE ACCURATE, (III) THE TOOLS OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE TOOLS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE TOOLS WILL BE SECURE.
10.4 YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT THE CURATOR, ITS AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
10.5 THE CURATOR, ITS AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ETHEREUM NETWORK OR THE METAMASK OR ANY OTHER ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE TOOLS, ETHEREUM NETWORK, OR THE METAMASK OR OTHER ELECTRONIC WALLET.
10.6 LAND PARCELS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. THE CURATOR HAS NO CONTROL OVER AND MAKES NO GUARANTEES OR PROMISES WITH RESPECT TO THE OWNERSHIP RECORD OR SMART CONTRACTS.
10.7 MANA ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. THE CURATOR HAS NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO THE OWNERSHIP RECORD OR SMART CONTRACTS. THE CURATORS MAKES NO OFFER OR INVITATION TO ACQUIRE, PURCHASE, TRANSFER, SELL OR OTHERWISE DEAL IN MANA.
10.8. THE CURATOR IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAIN OR ANY OTHER FEATURES OF THE ETHEREUM NETWORK OR THE METAMASK OR OTHER ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE ETHEREUM NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
11. Limitation on Liability
11.1 YOU UNDERSTAND AND AGREE THAT THE CURATOR, ITS AFFILIATES, OFFICERS, EMPLOYEES, DIRECTORS, AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF THE CURATORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE TOOLS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) $100.
11.3 YOU ACKNOWLEDGE AND AGREE THAT THE CURATOR HAS MADE THE TOOLS AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. THE CURATOR WOULD NOT BE ABLE TO PROVIDE THE TOOLS TO YOU WITHOUT THESE LIMITATIONS.
11.4 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND SOME JURISDICTIONS ALSO LIMIT DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO PERSONAL INJURY CLAIMS.
12. Proprietary Rights
12.1 All title, ownership and Intellectual Property Rights in and to the Site and the Tools are owned exclusively by the Curator or its licensors. You acknowledge and agree that the Site and Tools contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by The Curator in Section 13, you agree not to copy, modify, rent, lease, loan, sell, distribute, perform, display or create Derivative Works based on the Site and the Tools, in whole or in part. The Curator's exclusive ownership shall include all elements of the Site and Tools, and all Intellectual Property Rights therein. The visual interfaces, graphics (including, without limitation, all art and drawings associated with Tools), design, systems, methods, information, computer code, software, "look and feel", organization, compilation of the content, code, data, and all other elements of the Site and the Tools (collectively, the " Curator Materials") are owned by the Curator, and are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All the Curator Materials are the copyrighted property of the Curator or its licensors, and all trademarks, service marks, and trade names contained in the Curator Materials are proprietary to the Curator or its licensors. Except as expressly set forth herein, your use of the Site and the Tools does not grant you ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through the Site and the Tools. The Curator reserves all rights in and to the Curator Materials not expressly granted to you in the Terms. For the sake of clarity, you understand and agree: (i) that any "purchase" of a parcel, whether via the Tools or otherwise, does not give you any rights or licenses in or to the Curator Materials (including, without limitation, our copyright in and to the art and drawings associated with the Tools and content therein) other than those expressly contained in these Terms; and (ii) that you do not have the right to reproduce, distribute, or otherwise commercialize any elements of the Curator Materials (including, without limitation, our copyright in and to the art and drawings associated with the Tools and content therein) in any way without our prior written consent in each case, which consent the Curator may withhold in its sole and absolute discretion.
12.2 You may choose to submit comments, bug reports, ideas or other feedback about the Site or the Tools, including without limitation about how to improve the Tools (collectively, "Feedback"). By submitting any Feedback, you agree that the Curator is free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.
12.3 You acknowledge and agree that you are responsible for your own conduct while accessing or using the Site and the Tools, and for any consequences thereof. You agree to use the Site and the Tools only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to: (i) send, post, upload, transmit, distribute, disseminate or otherwise make available any Content in violation of our Content Policy, including without limitation, Content that infringes the Intellectual Property Rights of any party and any Content that contains any hate-related or violent content or contains any other material or products that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (ii) distribute viruses, worms, defects, Trojan horses, spyware, time bombs, cancelbots, corrupted files, hoaxes, or any other items of a destructive or deceptive nature, or that may harvest or collect any data or information about other users without their consent; (iii) impersonate another person (via the use of an email address or otherwise); (iv) use the Site or the Tools to violate the legal rights (such as rights of privacy and publicity) of others; (v) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (vi) interfere with other users' enjoyment of the Site or the Tools; (vii) exploit the Site or the Tools for any unauthorized commercial purpose; (viii) post or transmit unsolicited or unauthorized advertising, or promotional materials, that are in the nature of "junk mail," "spam," "chain letters," "pyramid schemes," or any other similar form of solicitation; (ix) modify, adapt, translate, or reverse engineer any portion of the Tools; (x) remove any copyright, trademark or other proprietary rights notices contained in or on the Site or the Tools or any part of it; (xi) reformat or frame any portion of the Site or the Tools; (xii) stalk, harass, or engage in any sexual, suggestive, lewd, lascivious, or otherwise inappropriate conduct with minors on the Site or the Tools; (xiii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Site, the Tools or the Content posted on the Tools, or to collect information about its users for any unauthorized purpose; (xiv) use any cheats, hacks, or any other unauthorized techniques or unauthorized third-party software to cheat in any competition or game that may be offered on the Tools by other Users, or to otherwise disrupt or modify the Tools or the experience of any users on the Tools; (xv) create user accounts by automated means or under false or fraudulent pretenses; (xvi) attempt to gain unauthorized access to any other user's Account, password or Content; or (xvii) access or use the Tools for the purpose of creating a product or service that is competitive with our Tools.
13. Open Source License.
13.1 GRANT OF COPYRIGHT LICENSE. Subject to the terms and conditions of this License, each Contributor hereby grants to you a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute the Work and such Derivative Works in Source or Object form.
13.2 GRANT OF PATENT LICENSE. Subject to the terms and conditions of this License, each Contributor hereby grants to you a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by such Contributor that are necessarily infringed by their Contribution(s) alone or by combination of their Contribution(s) with the Work to which such Contribution(s) was submitted. If you institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Work or a Contribution incorporated within the Work constitutes direct or contributory patent infringement, then any patent licenses granted to you under this License for that Work shall terminate as of the date such litigation is filed.
13.3 REDISTRIBUTION. You may reproduce and distribute copies of the Work or Derivative Works thereof in any medium, with or without modifications, and in Source or Object form, provided that you meet the following conditions: (i) modifications to the Work and the Derivative Works thereof shall not infringe the Curator's Privacy and Content Policies, nor allow the infringement of said policies or of Section 12.3 above, and require any further Contributor to abide by this limitations; (ii) you must give any other recipients of the Work or Derivative Works a copy of this License; (iii) you must cause any modified files to carry prominent notices stating that you changed the files; (iv) you must retain, in the Source form of any Derivative Works that you distribute, all copyright, patent, trademark, and attribution notices from the Source form of the Work, excluding those notices that do not pertain to any part of the Derivative Works; (v) if the Work includes a "NOTICE" text file as part of its distribution, then any Derivative Works that You distribute must include a readable copy of the attribution notices contained within such NOTICE file, excluding those notices that do not pertain to any part of the Derivative Works, in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source form or documentation, if provided along with the Derivative Works; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear. The contents of the NOTICE file are for informational purposes only and do not modify the License. You may add your own attribution notices within Derivative Works that you distribute, alongside or as an addendum to the NOTICE text from the Work, provided that such additional attribution notices cannot be construed as modifying the License.
You may add your own copyright statement to your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of your modifications, or for any such Derivative Works as a whole, provided your use, reproduction, and distribution of the Work otherwise complies with the conditions stated in this License.
13.4 SUBMISSION OF CONTRIBUTIONS. Unless explicitly stated otherwise, any Contribution intentionally submitted for inclusion in the Work by you to The Curator and/or its licensors shall be under the terms and conditions of this License, without any additional terms or conditions. Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement you may have executed with the Curator and/or its licensors regarding such Contributions.
13.5 TRADEMARKS. This License does not grant permission to use the trade names, trademarks, service marks, or product names of the Curator and/or its licensors.
13.6 DISCLAIMER OF WARRANTY. Unless required by applicable law or agreed to in writing, the Curator and/or its licensors provide the Work (and each Contributor provides its Contributions) on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Work and assume any risks associated with your exercise of permissions under this License.
13.7 LIMITATION OF LIABILITY. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Contributor be liable to you for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if such Contributor has been advised of the possibility of such damages.
13.8 ACCEPTING WARRANTY OR ADDITIONAL LIABILITY. While redistributing the Work or Derivative Works thereof, you may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License. However, in accepting such obligations, you may act only on your own behalf and on your sole responsibility, not on behalf of any other Contributor, and only if you agree to indemnify, defend, and hold each Contributor harmless for any liability incurred by, or claims asserted against, such Contributor by reason of your accepting any such warranty or additional liability.
The Site and the Tools provide, or third parties may provide, links to other World Wide Web or accessible sites, applications or resources. Because the Curator has no control over such sites, applications and resources, you acknowledge and agree that the Curator is not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that the Curator shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
15. Termination and Suspension
You shall have a right to terminate your Account at any time by canceling and discontinuing your access to and use of the Tools. The Curator may terminate or suspend all or part of the Site and the Tools and your access to the Site and the Tools immediately, without prior notice or liability. You will not receive any refunds if you cancel your Account, or if these Terms are otherwise terminated. You agree that the Curator, in its sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your Account(s) for the Tools. You agree that any suspension or termination of your access to the Site or the Tools may be without prior notice, and that the Curator will not be liable to you or to any third party for any such suspension or termination. If the Curator suspend or terminate your Account due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies the Curator may have at law or in equity. Upon any termination or expiration your Account, whether by you or us, you may no longer have access to information that you have posted on the Tools or that is related to your Account, and you acknowledge that the Curator will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party. Upon termination of your Account, your right to use the Tools will immediately cease. The following provisions of these Terms survive any termination of these Terms: REPRESENTATIONS AND RISKS; TRANSACTION AND FEES; INDEMNITY; DISCLAIMERS; LIMITATION ON LIABILITY; PROPRIETARY RIGHTS; LINKS; TERMINATION AND SUSPENSION; NO THIRD PARTY BENEFICIARIES; BINDING ARBITRATION AND CLASS ACTION WAIVER; GENERAL INFORMATION.
16. No Third Party Beneficiaries
You agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to the Terms.
17. Notice and Procedure for Making Claims of Copyright Infringement
If you believe that your Intellectual Property Rights (as this term is defined in the Content Policy) or the Intellectual Property Rights of a person on whose behalf you are authorized to act has been infringed, please provide the Curator's Copyright Agent a written Notice containing the following information:
an electronic or physical signature of the person authorized to act on behalf of the owner of the Intellectual Property Right;
a description of the Intellectual Property Right that you claim has been infringed;
description of where the material that you claim is infringing is located on the Tools;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the owner of the Intellectual Property Right, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are Intellectual Property owner or authorized to act on the owner's behalf.
The Curator's Copyright Agent can be reached at email: [email protected]
Upon receipt of your notice, the Curator shall determine if the alleged infraction to the Intellectual Property Right has taken place and shall notify the infringing user. As the Curator does not control the Content being uploaded by the users, if the user does not accept to withdraw the infringing content, the Curator may take any of the following measures, (i) block the infringing Content so as to render it inaccessible through the Tools (although it could be still accessible through other clients); (ii) terminate the infringing user's Account. Any further action, claim or remedy against the infringing user must be undertaken by the aggrieved user.
18. Binding Arbitration and Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT
18.1 Initial Dispute Resolution
The parties shall use their best efforts to engage directly to settle any dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a condition to either party initiating a lawsuit or arbitration.
18.2 Binding Arbitration
If the parties do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution under the Initial Dispute Resolution provision begins, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below.
Specifically, any dispute that is not resolved under the Initial Dispute Resolution provision shall be determined by final and binding arbitration under the London Court of International Arbitration ("LCIA") Rules, which rules are deemed to be incorporated by reference into this clause. The following shall apply in respect of such arbitration: (i) the number of arbitrators shall be three (one nominated by each party and one nominated by the LCIA); (ii) the decision of the arbitrators will be binding and enforceable against the parties and a judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction thereto (provided that in no event will the arbitrator have the authority to make any award that provides for punitive or exemplary damages or to award damages excluded by these Terms or in excess of the limitations contained in these Terms); (iii) the seat, or legal place, of arbitration shall be London, England; and (iv) the language to be used in the arbitral proceedings shall be English, any documents submitted as evidence that are in another language must be accompanied by an English translation and the award will be in the English language. Claimants and respondents shall bear its or their own costs of the arbitration, including attorney's fees, and share equally the arbitrators' fees and LCIA's administrative costs. For purposes of cost sharing, all claimants shall be considered one party and all respondents shall be considered one party. The parties shall maintain strict confidentiality with respect to all aspects of any arbitration commenced pursuant to these Terms and shall not disclose the fact, conduct or outcome of the arbitration to any non-parties or non-participants, except to the extent required by applicable Law or to the extent necessary to recognize, confirm or enforce the final award or decision in the arbitration, without the prior written consent of all parties to the arbitration.
18.3 Class Action Waiver
The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND THE CURATOR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
18.4 Exception - Litigation of Intellectual Property and Small Court Claims
Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its Intellectual Property Rights. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.
18.5 30-day Right to Opt Out
You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the following email address: [email protected]. Your notice must be sent within 30 days of your first use of the Tools, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, the Curator also will not be bound by them.
18.6 Changes to this Section
The Curator will provide 60-days' notice of any changes to this section. Changes will become effective on the 60th day, and will apply prospectively only to any claims arising after the 60th day.
These Terms and the relationship between you and the Curator shall be governed by the laws of the Cayman Islands, without regard to conflict of law provisions.
For any dispute not subject to arbitration you and The Curator agree to submit to the exclusive jurisdiction of the courts with seat in the Grand Court of the Cayman Islands. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.
19. General Information
19.1 Entire Agreement
These Terms (and any additional terms, rules and conditions of participation that the Curator may post on the Site or on the Tools) constitute the entire agreement between you and the Curator with respect to the Tools and supersedes any prior agreements, oral or written, between you and the Curator. In the event of a conflict between these Terms and the additional terms, rules and conditions of participation, the latter will prevail over the Terms to the extent of the conflict.
19.2 Waiver and Severability of Terms
The failure of the Curator to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
19.3 Statute of Limitations
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Site, the Tools or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
19.4 Section Titles
The section titles in the Terms are for convenience only and have no legal or contractual effect.
Users with questions, complaints or claims with respect to the Site or the Tools may contact us using the relevant contact information set forth above and at [email protected].
The following definitions shall apply only to Section 13 of the Terms:
"Contribution" shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as "Not a Contribution."
"Contributor" shall mean the Curator and/or any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work.
"Derivative Works" shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof.
"Legal Entity" shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.
"License" shall mean the terms and conditions for the use, reproduction, and distribution of the open source, as defined by Section 13.
"Licensor" shall mean the copyright owner or entity authorized by the copyright owner that is granting the License.
"Object" form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.
"Source" form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.
"Work" shall mean the work of authorship of the Tools, made available under the License, as indicated by a copyright notice that is included in or attached to the work.