Terms of Use

Last Updated: Nov 3rd, 2019

Chain Clash® is a distributed application that runs on the EOS-network, using specially-developed smart contracts (each, a “Smart Contract”) to enable users to own, transfer, and train unique digital Avatars, which can then be visualized on a website that the user can interact with (the “Site”). The Smart Contracts and the Site are collectively referred to in these Terms as the “App”. Using the App, users can view their Avatars and use the Smart Contracts to acquire, trade, and train Avatars with other App users via traditional auctions.

CHAINWISE Group Blockchain Consulting & Solutions GmbH. ("CHAINWISE", "we", or "us") is making the App available to you. Before you use the App, the Smart Contracts, or the Site, however, you will need to agree to these Terms of Use and any terms and conditions incorporated herein by reference (collectively, these "Terms"). PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE APP, THE SMART CONTRACTS, OR THE SITE. THESE TERMS GOVERN YOUR USE OF THE APP, THE SMART CONTRACTS, AND THE SITE, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. WE ARE ONLY WILLING TO MAKE THE APP, THE SMART CONTRACTS, AND THE SITE AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING THE APP, THE SMART CONTRACTS, THE SITE, OR ANY PART OF THEM, OR BY CLICKING “I ACCEPT” BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN WE ARE UNWILLING TO MAKE THE APP, THE SMART CONTRACTS, OR THE SITE AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE APP, THE SMART CONTRACTS, OR THE SITE.

1. THE APP

A. To most easily use the App, you may first install a web browser (such as the Google Chrome web browser) and an electronic wallet compatible with the Non-Fungible Token (NFT) standard on the EOS network, such as the WOMBAT electronic wallet. WOMBAT and other electronic wallets allow you to purchase, store, and engage in transactions using EOS cryptocurrency. You will not be able to engage in any transactions on the App other than through WOMBAT, or other EOS-compatible browsers or wallets.

B. Transactions that take place on the App are managed and confirmed via the EOS blockchain. You understand that your EOS public address will be made publicly visible whenever you engage in a transaction on the App.

C. We neither own nor control, Google Chrome, the EOS network, 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 App. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.

D. You don’t need to register when start the first time using the app. However, you are responsible for the security of your WOMBAT wallet (and other EOS wallets and associated accounts). If you become aware of any unauthorized use of your password you agree to notify us immediately at issuescc@chainwisegroup.com.

2. THE AVATARS

A. We have utilized Smart Contracts to develop our initial generation of Avatars (“Genesis Edition”). We will start to release a certain number of Genesis Avatars (and make them available for purchase) on the day we first launch the pre-sale app. After the pre-sale (starting November 4th), no new instances of the Genesis Edition Avatars sold during the pre-sale will ever be released. The number of Genesis Edition Avatars is limited based on the Avatar’s “Rarity”. Only one Genesis Edition Avatar of each type and the Rarity “Mythic” will be available, 30 Genesis Edition Avatars of Rarity “Legendary” per type will be available. The overall number of Genesis Edition Avatars of Rarity “Epic” will not exceed 500. The number of Genesis Edition Avatars of Rarities “Rare” and “Common” are not limited.

B. As users train their Avatars, their attributes will change. This might also affect their appearance using our proprietary training algorithm that we have designed as part of the application. Any actions like training and boosting an Avatar will be handled by the Smart Contracts and therefore are traceable on the blockchain.

C. How you develop your Avatars is entirely up to you. Once assigned, attribute points cannot be taken off your Avatars, though.

3. OWNERSHIP; LICENSE; RESTRICTIONS

A. Definitions. For the purposes of this Section 3, the following capitalized terms will have the following meanings:

“Art” means any art, design, and drawings that may be associated with a Avatar that you Own.

“Extensions” means third party designs that: (i) are intended for use as extensions or overlays to the Art, (ii) do not modify the underlying Art, and (iii) can be removed at any time without affecting the underlying Art.

“Own” means, with respect to an Avatar, an Avatar that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.

“Purchased Avatar” means an Avatar that you Own.

“Third Party IP” means any third party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how, personality rights or any other intellectual property rights recognized in any country or jurisdiction in the world.

B. Ownership

i. You Own the NFT. Each is a non-fungible token (an “NFT”) on the EOS blockchain. When you purchase an Avatar, you own the underlying NFT completely. This means that you have the right to trade your NFT, sell it, or give it away. Ownership of the NFT is mediated entirely by the Smart Contract and the EOS Network: at no point will we seize, freeze, or otherwise modify the ownership of any avatar.

ii. CHAINWISE Owns the App. You acknowledge and agree that CHAINWISE (or, as applicable, our licensors) owns all legal right, title and interest in and to all other elements of the App, and all intellectual property rights therein (including, without limitation, all Art, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the App (collectively, the “CHAINWISE Materials”)). You acknowledge that the CHAINWISE Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All CHAINWISE Materials are the copyrighted property of CHAINWISE or its licensors, and all trademarks, service marks, and trade names associated with the App or otherwise contained in the CHAINWISE Materials are proprietary to CHAINWISE or its licensors. Except as expressly set forth herein, your use of the App does not grant you ownership of or any other rights with respect to any content, code, data, or other CHAINWISE Materials that you may access on or through the App. We reserve all rights in and to the CHAINWISE Materials that are not expressly granted to you in these Terms. For the sake of clarity, you understand and agree: (a) that your purchase of an avatar, whether via the App or otherwise, does not give you any rights or licenses in or to the CHAINWISE Materials (including, without limitation, our copyright in and to the associated Art) other than those expressly contained in these Terms; (b) that you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialize any elements of the CHAINWISE Materials (including, without limitation, any Art) without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (c) that you will not apply for, register, or otherwise use or attempt to use any CHAINWISE trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.

C. License to Art

i. General Use. Subject to your continued compliance with these Terms, CHAINWISE grants you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Art for your Purchased Avatar, along with any Extensions that you choose to create or use, solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your Purchased Avatar, provided that the marketplace cryptographically verifies each Avatar owner’s rights to display the Art for their Purchased Avatar to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your Purchased Avatar, provided that the website/application cryptographically verifies each Avatar owner’s rights to display the Art for their Purchased Avatar to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased Avatar leaves the website/application.

ii. Commercial Use. Subject to your continued compliance with these Terms, CHAINWISE grants you a limited, worldwide, non-exclusive, non-transferable license to use, copy, and display the Art for your Purchased Avatar for the purpose of commercializing your own merchandise that includes, contains, or consists of the Art for your Purchased Avatar (“Commercial Use”), provided that such Commercial Use does not result in you earning more than One Hundred Thousand Dollars ($100,000) in gross revenue each year. For the sake of clarity, nothing in this Section will be deemed to restrict you from (i) owning or operating a marketplace that permits the use and sale of Avatars generally, provided that the marketplace cryptographically verifies each Avatar owner’s rights to display the Art for their Purchased Avatar to ensure that only the actual owner can display the Art; (ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of Chain Clash generally, provided that the third party website or application cryptographically verifies each Avatar owner’s rights to display the Art for their Purchased Avatar to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased Avatar leaves the website/application; or (iii) earning revenue from any of the foregoing, even where such revenue is in excess of $100,000 per year.

D. Restrictions. You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without CHAINWISE‘s express prior written consent in each case: (i) modify the Art for your Purchased Avatar in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes (your use of Extensions will not constitute a prohibited modification hereunder); (ii) use the Art for your Purchased Avatar to advertise, market, or sell any third party product or service; (iii) use the Art for your Purchased Avatar in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) use the Art for your Purchased Avatar in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms or solely for your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for your Purchased Avatar, except as expressly permitted in these Terms; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased Avatar; or (vii) otherwise utilize the Art for your Purchased Avatar for your or any third party’s commercial benefit. To the extent that Art associated with your Purchased Avatar or any other Art or asset related to the use of Chain Clash contains Third Party IP (e.g., licensed intellectual property or any personality right from a celebrity, athlete, or other public figure), you understand and agree as follows: (w) that you will not have the right to use such Third Party IP or personality right in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (x) that the Commercial Use license in Section 3.C(ii) above will not apply; (y) that, depending on the nature of the license granted from the owner of the Third Party IP, CHAINWISE may need to pass through additional restrictions on your ability to use the Art; and (z) to the extent that CHAINWISE informs you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of this license. The restrictions in this Section will survive the expiration or termination of these Terms.

E. Other Terms of License. The license granted in Section 3.C above applies only to the extent that you continue to Own the applicable Purchased Avatar. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased Avatar for any reason, the license granted in Section 3.C will immediately expire with respect to that Avatar without the requirement of notice, and you will have no further rights in or to the Art for that Avatar. If you exceed the $100,000 limitation on annual gross revenue set forth in Section 3.C(ii) above, you will be in breach of these Terms, and must send an email to CHAINWISE at legal@chainwisegroup.com within forty-five (45) days, with the phrase “Chain Clash License - Commercial Use” in the subject line, requesting a discussion with CHAINWISE regarding entering into a broader license agreement or obtaining an exemption (which may be granted or withheld in CHAINWISE’s sole and absolute discretion). If you exceed the scope of the license grant in Section 3.C(ii) without entering into a broader license agreement with or obtaining an exemption from CHAINWISE, you acknowledge and agree that: (i) you are in breach of these Terms; (ii) in addition to any remedies that may be available to CHAINWISE at law or in equity, CHAINWISE may immediately terminate the license that was granted to you in Section 3.C, without the requirement of notice; and (iii) you will be responsible to reimburse CHAINWISE for any costs and expenses incurred by CHAINWISE during the course of enforcing these Terms against you.

F. Feedback. You may choose to submit comments, bug reports, ideas or other feedback about the App, including without limitation about how to improve the App (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.

G. Your Obligations. You agree that you are responsible for your own conduct while accessing or using the App, and for any consequences thereof. You agree to use the App 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, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; (ii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iii) impersonate another person (via the use of an email address or otherwise); (iv) upload, post, transmit or otherwise make available through the App any content that infringes the intellectual proprietary rights of any party; (v) use the App to violate the legal rights (such as rights of privacy and publicity) of others; (vi) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (vii) interfere with other users' enjoyment of the App; (viii) exploit the App for any unauthorized commercial purpose; (ix) modify, adapt, translate, or reverse engineer any portion of the App; (x) remove any copyright, trademark or other proprietary rights notices contained in or on the App or any part of it; (xi) reformat or frame any portion of the App; (xii) display any content on the App that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (xiii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the App or the content posted on the App, or to collect information about its users for any unauthorized purpose; (xiv) create user accounts by automated means or under false or fraudulent pretenses; or (xv) access or use the App for the purpose of creating a product or service that is competitive with any of our products or services. If you engage in any of the activities prohibited by this Section, we may, at our sole and absolute discretion, without notice to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account and/or delete your Chain Clash’ images and descriptions from the App and the Site. If we delete your Chain Clash’ images and descriptions from the App and/or the Site, such deletion will not affect your ownership rights in any NFTs that you already Own.

4. FEES AND PAYMENT

A. If you elect to purchase, trade, or train Avatars on the App, or with or from other users via the App, any financial transactions that you engage in will be conducted solely through the EOS network. We 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, we 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 App, or using the Smart Contracts, or any other transactions that you conduct via the EOS network.

B. EOS requires no transaction fee for transactions that occur on the EOS network. However, the user need to lock a certain amount of EOS tokens (“staking”) in its electronic wallet in order to be able to perform actions on the EOS network, including actions needed to play Chain Clash. In addition, the user may need to hold a certain amount of free data storage space on the EOS network (“RAM”) in order to receive digital assets from Chain Clash, transfer digital assets or play Chain Clash. It is the sole responsibility of the user to make sure to have a sufficient amount of staked tokens and RAM in its electronic wallet in order to use Chain Clash.

C. As between us, 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 App (including, without limitation, any Taxes that may become payable as the result of your ownership, transfer, or training of any of your Avatars). Except for income taxes levied on CHAINWISE, 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.

5. TERMINATION

You may terminate these Terms at any time by discontinuing your access to and use of the App. You will not receive any refunds if you terminate these Terms. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your access for the App. You agree that any suspension or termination of your access to the App may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms or suspend or terminate your access to or use of the App 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 we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the App or that is related to your access, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party. Sections 1.C and 3 through 16 will survive the termination or expiration of these Terms for any reason.

6. DISCLAIMERS

A. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE APP IS AT YOUR SOLE RISK, AND THAT THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE APP AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THE SITE, ANY SMART CONTRACT, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE APP WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE APP WILL BE ACCURATE, (III) THE APP OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE APP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE APP WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

B. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

C. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE EOS NETWORK, THE WOMBAT ELECTRONIC WALLET OR ANY OTHER ELECTRONIC WALLETS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (i) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (ii) SERVER FAILURE OR DATA LOSS; (iii) CORRUPTED WALLET FILES; OR (iv) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE APP, EOS NETWORK, THE WOMBAT ELECTRONIC WALLET OR ANY OTHER ELECTRONIC WALLETS.

D. AVATARS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE EOS NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE EOS PLATFORM. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS.

E. CHAINWISE IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE EOS NETWORK, THE WOMBAT ELECTRONIC WALLET OR ANY OTHER ELECTRONIC WALLETS, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE EOS NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

7. LIMITATION OF LIABILITY

A. YOU UNDERSTAND AND AGREE THAT WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY 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 WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

B. 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 APP, 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.

C. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE APP 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. WE WOULD NOT BE ABLE TO PROVIDE THE APP TO YOU WITHOUT THESE LIMITATIONS.

D. 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.

8. ASSUMPTION OF RISK

You accept and acknowledge each of the following:

A. The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Avatars, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of Avatars will not lose money.

B. You are solely responsible for determining what, if any, taxes apply to your Avatar-related transactions. CHAINWISE is not responsible for determining the taxes that apply to your transactions on the App, the Site, or the Smart Contracts.

C. The App does not store, send, or receive Avatars. This is because Avatars exist only by virtue of the ownership record maintained on the App’s supporting blockchain in the EOS network. Any transfer of Avatars occurs within the supporting blockchain in the EOS network, and not on the App.

D. There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that CHAINWISE will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the EOS network, however caused.

E. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the Chain Clash ecosystem, and therefore the potential utility or value of Avatars.

F. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Chain Clash ecosystem, and therefore the potential utility or value of Avatars.

G. Upgrades by EOS to the EOS platform, a hard fork in the EOS platform, or a change in how transactions are confirmed on the EOS platform may have unintended, adverse effects on all blockchains using the dGoods standard, including the Chain Clash ecosystem.

9. INDEMNIFICATION

You agree to hold harmless and indemnify CHAINWISE and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and attorneys' fees arising out of or in any way related to (i) your breach of these Terms, (ii) your misuse of the App, or (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of the App. You agree that CHAINWISE will have control of the defense or settlement of any such claims.

10. EXTERNAL SITES

The App may include hyperlinks to other web sites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.

11. CHANGES TO THE TERMS

We may make changes to the Terms from time to time. When we make changes, we will make the updated Terms available on the App 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 App after the Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, you may not access or use the App.

12. CHANGES TO THE APP

We are constantly innovating the App to help provide the best possible experience. You acknowledge and agree that the form and nature of the App, and any part of it, may change from time to time without prior notice to you, and that we may add new features and change any part of the App at any time without notice.

13. CHILDREN

You affirm that you are over the age of 13, as the App 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 APP, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.

14. Privacy Policy

Our Privacy Policy describes the ways we collect, use, store and disclose your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy.

15. Dispute Resolution; Arbitration

Please read this Section 15 carefully. It requires you to arbitrate disputes with CHAINWISE, and limits the manner in which you can seek relief from us.

The EU Commission runs an internet platform for the online settlement of disputes. The platform serves as a contact point for out-of-court settlement of disputes concerning contractual obligations arising from online sales contracts. Further information is available under the following link: https://ec.europa.eu/consumers/odr.

Disputes arising out of or in connection with these Terms, including without limitation your access or use of the App, the Site, or the Smart Contracts, or to any products sold or distributed through the App, the Site, or the Smart Contracts, can be resolved by arbitration under the rules of EU internet platform.

WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE APP, THE SITE, THE SMART CONTRACTS, OR ANY PRODUCTS SOLD OR DISTRIBUTED THROUGH THE APP, THE SITE, OR THE SMART CONTRACTS: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

16. General

These Terms constitute the entire legal agreement between you and CHAINWISE, govern your access to and use of the App, and completely replace any prior or contemporaneous agreements between the parties related to your access to or use of the App, whether oral or written. There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms create any agency, partnership, or joint venture. The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party. You may not assign any or your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger. Should any part of these Terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions will remain in full force and effect. Our failure to enforce any provision of these Terms will not be deemed a waiver of such provision, nor of the right to enforce such provision. These Terms will be governed by and construed in accordance with the laws of Germany. Any legal action or proceeding arising under these Terms will be brought exclusively in the courts located in Berlin. We will not be liable for any failure or delayed performance of our obligations that result from any condition beyond our reasonable control, including, but not limited to, governmental action, acts of terrorism, earthquake, fire, flood, acts of God, labor conditions, power failures, Internet disturbances, or acts or omissions of third parties. You agree that we may provide you with notices (including, without limitation those regarding changes to these Terms) by email, regular mail, or postings on the App. By providing us with your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.