Date of Last Revision: June 16, 2022
Thank you for visiting wax.io (the “Site”), which is operated by Exposition Park Holdings SEZC, an exempted company incorporated in the Cayman Islands with limited liability (“we,” “us” or “our”) and made available to you, the person or entity who accesses and/or uses it (“you” or “your”) subject to, and only if you accept, these Terms of Service (these “Terms”). If you do not agree with these Terms, you must immediately cease any access to or use of the Site.
IMPORTANT!!! THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US. READ THESE TERMS BEFORE ACCESSING OR USING THE SITE OR ANY OF OUR PRODUCTS OR SERVICES OFFERED THROUGH THE SITE (INDIVIDUALLY, AN “OFFERING” AND COLLECTIVELY, “OUR OFFERINGS”). PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT TERMS AND CONDITIONS REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. IF YOU ACCESS OR USE THE SITE OR ANY OF OUR OFFERINGS, YOU ARE DEEMED TO HAVE UNCONDITIONALLY ACCEPTED, AND WILL BE BOUND BY, THESE TERMS. YOU ARE NOT AUTHORIZED TO ACCESS AND/OR USE THE SITE OR ANY OF OUR OFFERINGS IF YOU DO NOT AGREE TO THESE TERMS.
IF YOU ARE USING OR ACCESSING THE SITE OR ANY OFFERING ON BEHALF OF ANY OTHER PERSON OR ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND THE PERSON OR ENTITY THAT YOU REPRESENT.
The Worldwide Asset eXchange™ a/k/a WAX is a decentralized blockchain-based technology platform (the “Platform”) that enables users to create and trade in non-fungible tokens (“NFTs”) and other assets capable of digital transmission over peer-to-peer networks utilizing blockchain technologies (“Digital Assets”). Given the decentralized nature of the Platform and the diversity of its uses, a number of technology providers, content providers, software developers, users and other parties (including us, our affiliates, and unaffiliated third parties) have developed or offered and continue to develop and offer a wide variety of content, applications, technologies, products and services that make use of the Platform (collectively, the “Ecosystem”). While Our Offerings may be designed to work with the Platform and certain other Ecosystem elements, we do not operate or control the Platform or such other Ecosystem elements, and therefore cannot and do not guarantee that Our Offerings will work as expected, including, without limitation, as to their accessibility, stability, security, functionality, interoperability or performance.
BEFORE PURCHASING OR USING OUR OFFERINGS, PLEASE EDUCATE YOURSELF TO MAKE INFORMED DECISIONS. For your convenience, we have included certain information pertaining to the Platform in ANNEX 1 below. Such information is provided only as an accommodation, and you will at all times be responsible for ensuring that you have obtained, verified and fully understand all information pertinent to the Platform and Ecosystem, and your use thereof, prior to accessing or using the Site or any of Our Offerings. PLEASE BE AWARE THAT WE DO NOT PROVIDE FINANCIAL, INVESTMENT, TAX, LEGAL OR OTHER ADVICE. DECISIONS TO BUY, SELL, TRANSACT IN OR OTHERWISE PERFORM OPERATIONS INVOLVING DIGITAL ASSETS ARE YOUR RESPONSIBILITY AND SHOULD BE TAKEN ONLY BASED ON THE ADVICE OF QUALIFIED EXPERTS.
The Site or any Offering may from time to time include links or otherwise facilitate access to websites, information, content, products, services, software applications, features and other offerings from publicly-available sources or third-party providers (collectively, “Third-Party Offerings”). Your use of any Third-Party Offering is subject to the applicable terms between you and the provider thereof, and you are responsible for complying with those terms. Your use of any Third-Party Offerings is at your own risk, and we make no representations, warranties or guarantees, and disclaim all implied representations, warranties and guarantees, regarding Third-Party Offerings. In particular, we make no representation, warranty or guarantee that any Third-Party Offering will not change or will not be suspended or terminated. By activating or using any Third-Party Offering in conjunction with any of Our Offerings, you grant us permission to share information and data with the applicable third-party providers to the extent necessary to facilitate the provision or use of the applicable Third-Party Offering. The existence of a link between any of Our Offerings and any Third-Party Offering does not constitute or imply an endorsement of such Third-Party Offering.
We may revise or update these Terms (including any applicable Supplemental Terms) from time to time. Please ensure you check the Terms (including any applicable Supplemental Terms) each time you access or use the Site or any of Our Offerings. If we make material changes to these Terms, we will post the revised Terms and the revised effective date at the top of these Terms. Your continued access to or use of the Site or Our Offerings after the date any such changes become effective constitutes your acceptance of the revised Terms. If you do not accept any of the revised Terms, you must immediately discontinue any use of the Site and any of Our Offerings.
Except as set forth above, none of our employees or agents is authorized to modify these Terms with you or otherwise enter into an agreement with you that conflicts with these Terms, except by means of a written agreement signed by our duly authorized representative, and any other purported modifications or alterations or conflicting terms will be null and void.
In addition to complying with the terms of this section, when using the Site or any Offering, you must at all times comply with the terms set forth in the Your Responsibilities section below.
YOU MUST BE AT LEAST 18 YEARS OF AGE TO USE OUR OFFERINGS REGARDLESS OF ANY CONSENT FROM YOUR PARENT OR GUARDIAN. Additionally, certain of Our Offerings may not be appropriate or available for purchase or use in some jurisdictions, and you may not purchase, access or use any Offering if you are not in an approved jurisdiction. You must comply with all applicable national, federal, state, provincial and local laws, statutes, regulations, rules, codes, ordinances, orders and directives (“Applicable Laws”) when using the Site and Our Offerings and, in particular, when buying, selling, transferring or using Digital Assets, all of which activities are at your own risk.
This Site, Our Offerings and the information, content and technology which they contain (collectively, “Content”) are our property or the property of our affiliates or licensors, as applicable, and are protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other foreign and domestic intellectual property laws. All company and product names and logos are trademarks or registered trademarks of their respective owners in certain countries. For the avoidance of doubt, if we elect to license or otherwise permit you or any third parties (such as users or fans of any Offering) to conduct certain additional activities using our Content, we reserve the right to revoke and/or terminate any such licenses and permissions at any time and no act, omission or delay on our part in connection with any of the foregoing shall operate as a waiver of any of our rights or remedies under these Terms or otherwise.
The Site, Our Offerings and Content are provided on an “as is” basis, without any knowledge as to your specific circumstances. The Site, any Offering and/or Content may become unavailable due to maintenance or malfunction of computer equipment or other reasons, and there may also be delays, omissions or inaccuracies in information contained in the Site, any Offering and/or Content. Unless otherwise specified herein, we reserve the right to remove any Content or discontinue any Offering without prior notice. ADDITIONAL IMPORTANT DISCLAIMERS AND LIMITATIONS AFFECTING YOUR RIGHTS ARE SET FORTH IN THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY SECTION, BELOW.
No part of the Site, Our Offerings or Content may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording, except that we authorize you to view, copy, download and print any documentation for Our Offerings published on the Site, provided that you use such documentation solely for noncommercial, informational purposes, that you not modify such documentation, and that you not remove copyright, trademark and other proprietary notices.
Nothing contained on the Site or within any of Our Offerings or Content should be construed as granting, by implication, estoppel or otherwise, any license or right to under any intellectual property right, through the use of framing or otherwise, except as expressly permitted by these Terms or with our prior written permission.
All information and content, including remarks, suggestions, ideas, graphics or other content resulting from your interactions with or in respect of Our Offerings or otherwise communicated to or collected by us through the Site or any of Our Offerings, including through any Discord or other social media channel that we may have established, are our exclusive property. We are entitled to use any such information and content for any purpose, without restriction or compensation to the person creating or submitting such information or content. By creating or submitting any such information or content as aforesaid, you represent and warrant the originality of such information or content and accept all responsibility for its accuracy, appropriateness and legality.
The Site or Content may reference products, services, functionality or other offerings that are not available or approved by applicable regulatory authorities in your country or local jurisdiction. Such references do not imply that we intend to announce or make available such products, services, functionality or other offerings to the general public or in your country or jurisdiction.
You need a supported Web browser to access the Site and to use Our Offerings. You acknowledge and agree that we may cease to support any given Web browser at any time, and that your use of the Site or any Offering will require you to download a supported Web browser. You also acknowledge and agree that the performance of the Site and Our Offerings is dependent on the performance of your computer equipment, your Internet connection and telecommunications services.
If you access Our Offerings through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, accessing or using certain products or services may be prohibited or restricted by your carrier and Our Offerings may not work with all carriers, devices, browsers or operating systems.
You agree that you are responsible for all activities that occur on your account or through the use of your login credentials by yourself or by other persons, whether or not you have authorized such activities or use. If you believe that a third party has access your login credentials, use the password regeneration feature of the Site or Offering as soon as possible to obtain a new password. In all circumstances, you agree not to permit any third party to use or access the Site or any Offering through your login credentials, and you bear all responsibility for any such access or use, whether or not you have authorized such access or use.
You agree that you will not use any form of unauthorized third-party software, scripts or the like, including automation software (bots), mods, scrapers, “userscripts,” “addons,” “extensions,” hacks, etc., to modify, automate and/or change in any way any aspect of the Site, any Offering, or any related process, functionality or technology, including without limitation for purposes of data collection.
Furthermore, as a condition to your use of the Site or any Offering, you agree not to: (a) impersonate or misrepresent your affiliation with any person or entity; (b) access, tamper with, or use any non-public areas of the Site or Offering or our computer systems; (c) attempt to probe, scan or test the vulnerability of the Site, Offering or any related system or network, or breach any security or authentication measures used in connection with the Site, Offering or any of such systems and networks; (d) attempt to decipher, decompile, disassemble, reverse engineer or otherwise investigate any of the software or components used to provide the Site or Offering; (e) reproduce, modify or creative derivative works based upon the Site, Offering or Content, or any portion thereof; (f) harm or threaten to harm other users in any way or interfere with, or attempt to interfere with, the access of any user, host or network, including by sending a virus, overloading, flooding, spamming or mail-bombing the Site or Offering, or otherwise; (g) provide payment information belonging to a third party; (h) use the Site or Offering in an abusive way contrary to its intended use, our policies and instructions, any obligation you owe to any third party, or any Applicable Law; (i) systematically retrieve data or other content from the Site or Offering to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders or otherwise; (j) make use of the Site or Offering in a manner contrary to these Terms or any applicable Supplemental Terms, including by exploiting any part of the Site or Offering for any commercial purpose; (k) infringe third-party intellectual property rights when using or accessing the Site or Offering; (l) make use of, promote, link to, or provide access to materials deemed by us, in our sole and unfettered discretion, to be offensive or cause harm to our reputation, including illegal content and pornographic content and other content deemed by us in our sole discretion to be offensive or injurious to us and/or the Site or Offering (such as Warez sites, IRC bots and bittorent sites); (m) host or provide matchmaking services for the Site or Offering or emulate or redirect the communication protocols used by us in any network feature of the Site or Offering, through protocol emulation, tunneling, modifying or adding components to the Site or Offering, use of a utility program or any other techniques now known or hereafter developed, for any purpose including network play over the Internet, network play utilizing commercial or non-commercial gaming networks or as part of content aggregation networks, websites, or services.
Your online conduct and interaction with other users of the Site and Our Offerings should be guided by common sense and basic etiquette. Without limiting the foregoing, when using the Site or any Offering, you must at all times comply with all policies, rules and guidelines applicable thereto that we may from time to time publish on the Site. We may suspend or terminate your access to the Site and Our Offerings for any conduct we deem improper, including as specified in the Suspension and Termination section below.
You represent, warrant, covenant and agree that (a) you are not located in, and are not a national or resident of, any country or territory subject to territorial embargoes of the United States, United Kingdom, European Union, Australia or Canada, including Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk and Luhansk regions (“Restricted Countries”); and (b) you are not a person or entity, or owned by, under the control of, or affiliated with, a person or entity (i) identified on U.S. or other applicable government restricted party lists, such as the U.S. Office of Foreign Assets Control’s Specially Designated Nationals List, Foreign Sanctions Evaders List or Palestinian Legislative Council List or the U.S. Department of State’s Terrorist Exclusion List; or (ii) engaged in the design, development or production of nuclear, biological or chemical weapons, missiles or unmanned aerial vehicles. Without limiting the foregoing, we may terminate or block your access to the Site and/or Our Services if we identify your IP address, location or address of residence or use of the Site or any Offering as originating from any Restricted Country.
You further represent, warrant, covenant and agree that (a) you will not use, trade, sell or otherwise dispose of any Digital Asset in any manner that is contrary to, or in violation of, any Applicable Law; (b) you have the full right and authority to use the Site and Our Offerings and to be bound by these Terms; and (c) you will at all times comply with Applicable Laws.
Digital Assets and other blockchain elements utilize blockchain-based executable code designed to perform specific actions when predetermined conditions are met (“Smart Contracts”). Examples of operations that may be initiated or executed through one or more Smart Contracts include the opening of NFT “packs” (including the application of rarity factors), or the deduction and distribution of marketplace fees, royalty fees to creators and other transaction-based fees associated with the purchase, sale or other transfer of Digital Assets.
SMART CONTRACTS FORM AN ESSENTIAL PART OF ANY DIGITAL ASSET OR BLOCKCHAIN TRANSACTION. PRIOR TO INITIATING ANY BLOCKCHAIN TRANSACTION, INCLUDING THE PURCHASE OR OTHER TRANSACTION INVOLVING A DIGITAL ASSET, IT IS YOUR RESPONSIBILITY TO REVIEW THE SMART CONTRACT ON THE BLOCKCHAIN TO ENSURE THAT YOU ARE AWARE OF AND FULLY UNDERSTAND ALL TERMS REFLECTED THEREIN. YOU HEREBY CONSENT TO AND AGREE TO BE BOUND BY, AND IRREVOCABLY WAIVE ANY OBJECTIONS TO, THE APPLICABLE SMART CONTRACTS’ TERMS AND THE EXECUTION THEREOF. YOU ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THE SITE OR ANY OFFERING (OR ANY THIRD-PARTY SITE TO WHICH THE SITE OR ANY OFFERING IS LINKED) SUMMARIZES, CHARACTERIZES OR OTHERWISE EXPRESSES ANY TERMS IMPLEMENTED IN ANY SMART CONTRACT, SUCH INFORMATION IS FOR CONVENIENCE ONLY AND THE SMART CONTRACT WILL ALWAYS PREVAIL IN THE EVENT OF ANY INCONSISTENCY.
We will have the right (but not the obligation) to investigate and prosecute violations of these Terms or your use of the Site or Our Offerings, including possible infringement of any intellectual property rights and possible security breaches, to the fullest extent permissible under Applicable Law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms or Applicable Law.
You acknowledge that, although we have no obligation to monitor your access to or use of the Site or Our Offerings, we have the right to do so for the purpose of operating the Site and Our Offerings, to ensure your compliance with these Terms, and to comply with Applicable Law or the order or requirement of a court, administrative agency or other governmental body. You further acknowledge that during the pendency of any investigation, we may revoke your access to the Site and/or any Offering.
You may stop using the Site or any Offering at any time. We reserve the right to refuse service under these Terms to the fullest extent allowed by Applicable Law. Without limiting the foregoing, you agree that we, in our sole discretion, may block access to the Site and/or any Offering for any conduct or activity that we believe, in our sole and unfettered discretion, violates these Terms or any Supplemental Terms, is or may be fraudulent, abusive or illegal, or negatively affects the enjoyment of the Site or any Offering by other users. You acknowledge that we are not required to provide you notice before terminating or suspending your access to the Site or any Offering, but we may choose to do so. If you are blocked by us from accessing the Site or any Offering (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). In the event of any termination or suspension of your account, your obligations under these Terms will continue.
Except to the extent otherwise specified in any applicable Supplemental Terms, we reserve the right to temporarily or permanently discontinue the Site and/or the availability of any Offering at any time, with or without notice.
THE SITE AND OUR OFFERINGS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” AND YOU USE THE SITE AND OUR OFFERINGS AT YOUR OWN RISK. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, WE AND OUR AFFILIATES MAKE NO WARRANTY OR REPRESENTATION AND SPECIFICALLY DISCLAIM (WITHOUT LIMITATION) ALL EXPRESS AND IMPLIED REPRESENTATIONS, WARRANTIES AND GUARANTEES REGARDING THE SITE AND OUR OFFERINGS, INCLUDING (I) THAT THE SITE OR OUR OFFERINGS WILL MEET YOUR REQUIREMENTS OR WILL WORK IN COMBINATION WITH THE PLATFORM OR ANY THIRD-PARTY OFFERING OR ANY ECOSYSTEM ELEMENT PROVIDED BY THIRD PARTIES, (II) THAT THE SITE OR OUR OFFERINGS WILL BE UNINTERRUPTED, WITHOUT PROBLEMS OR ERROR FREE, AND (III) THAT ERRORS IN THE SITE OR OUR OFFERINGS WILL BE CORRECTED; AS WELL AS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE:
THAT YOU ARE DEEMED TO BE FULLY AWARE OF ALL THE LEGAL NORMS, TECHNICAL CONSTRAINTS AND THE USAGE AND INTRICACIES OF PROOF-OF-STAKE BLOCKCHAINS (INCLUDING CRYPTOGRAPHIC TOKENS, SMART CONTRACTS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS) AND TO THE PLATFORM, ECOSYSTEM AND OUR OFFERINGS; AND
THAT THERE ARE INHERENT RISKS ASSOCIATED WITH PURCHASING AND DEALING WITH DIGITAL ASSETS OR OTHERWISE MAKING USE OF BLOCKCHAIN TECHNOLOGIES, INCLUDING THOSE DESCRIBED ON THE RISK DISCLOSURE STATEMENT ATTACHED BELOW AS ANNEX 2; AND
THAT YOU HAVE BEEN WARNED OF, AND YOU EXPRESSLY ACCEPT AND ASSUME, ALL SUCH RISKS; AND
THAT YOU ARE SOLELY RESPONSIBLE FOR ALL BLOCKCHAIN TRANSACTIONS YOU ENGAGE IN AND ALL DIGITAL ASSETS THAT YOU OBTAIN, AND WE SHALL HAVE NO LIABILITY TO YOU OR ANYONE ELSE IN CONNECTION THEREWITH; AND
THAT NO INFORMATION ON THE SITE OR WITHIN THE CONTENT OR ANY OF OUR OFFERING IS INTENDED AS OR SHALL CONSTITUTE THE RENDERING OF LEGAL, ACCOUNTING, TAX OR OTHER PROFESSIONAL ADVICE.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR ANY OF OUR AFFILIATES, SUPPLIERS AND LICENSORS HAVE ANY LIABILITY, WHETHER BASED IN CONTRACT, DELICT OR TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF, OR UNAUTHORIZED ACCESS TO, OR DISCLOSURE OF INFORMATION OR DATA, OR LOSS OF ANY UNREALIZED SAVINGS OR EXPECTED BENEFIT, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE USE, PERFORMANCE, FAILURE OR INTERRUPTION OF THE SITE OR ANY OFFERING, WHETHER FORESEEABLE OR NOT, AND EVEN IF WE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WE DISCLAIM ALL SUCH DAMAGES TO THE MAXIMUM EXTENT ALLOWED BY LAW. IF WE ARE FOUND LIABLE TO PAY YOU ANY DAMAGES, INCLUDING REIMBURSEMENT OF EXPENSES SUCH AS ATTORNEYS’ FEES, OUR TOTAL CUMULATIVE LIABILITY TO YOU UNDER THESE TERMS SHALL NOT EXCEED USD $100. THE ABOVE LIMITATIONS OF LIABILITY WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN SHALL FAIL OF ITS ESSENTIAL PURPOSE.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, AND SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY THEREFORE NOT APPLY TO YOU.
In order to accommodate advanced users’ requests and to build new features and functionalities, we may from time to time release experimental features on the Site or in Our Offerings. These features may not be complete or have been fully tested, which may present heightened risks. They may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information. You can think of these features as beta features. We do not guarantee the stability, functionality, or long-term support of these features. We do not recommend use of these features unless you are an advanced user with strong technical skills. Without limiting any other provision of these Terms, you expressly acknowledge and agree that all use of such features is at your sole risk.
The technology and software underlying the Site and Our Offerings (“Software”) may be subject to export controls and other laws, restrictions, regulations and rules of the United States or other applicable jurisdictions, including but not limited to the U.S. Export Administration Regulations (“EAR”) and Foreign Assets Control Regulations (collectively, “Export Laws”). No Software may be downloaded or otherwise exported or re-exported in violation of any Export Laws or other Applicable Laws. Downloading or using any Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all Applicable Laws regarding your use of Our Offerings including any Software.
You agree to defend, indemnify and hold harmless us, our affiliates and our and their respective employees and agents, from and against all Claims (as defined below) arising out of or in any way connected with your improper use of the Site or Our Offerings or your violation of these Terms, the rights of any third party or any Applicable Law. “Claims” include any past, present, or future actions, causes of action, demands, assertions of rights, costs, demands, expenses, injuries, judgments, losses suits, damages and attorneys’ fees and other costs of defense, of any kind or nature whatsoever, whether in tort, contract, pursuant to statute, at law or equity or otherwise, whether direct or indirect, contingent or absolute, and whether or not known, foreseeable, liquidated, anticipated or suspected.
To the maximum extent permitted by law, and except as otherwise expressly provided herein, you, on behalf of yourself and your past, present and future successors, predecessors, assigns, heirs, affiliates, agents, insurers, representatives, and any individual, person, organization, entity, corporation or representative who or which acquires or succeeds to your rights and responsibilities, absolutely, unconditionally and irrevocably forever release and discharge (and covenant not to sue) us, together with our affiliates and each of our and their respective past, present and future successors, predecessors and assigns, and all of our and their shareholders, parent companies, subsidiaries, affiliates, insurers, representatives, officers, directors and employees, from any and all Claims arising out of or in any way related to your use or inability to access and/or use the Site or any Offering.
Dispute Resolution by Binding Arbitration; Jury Trial Waiver; Class Action Waiver.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
If we are unable to resolve your concerns and a dispute remains between you and us, this Section explains how the parties have agreed to, and shall, resolve it.
You and we agree to make reasonable, good faith efforts to informally resolve any dispute before you initiate formal dispute resolution. You agree to send us a written notice that describes the nature and basis of the claim or dispute and sets forth the relief sought. Written notice to us must be sent via postal mail to the address specified under the “Contact” section at the end of these Terms (“Notice Address”).
FORMAL DISPUTE RESOLUTION: If the parties do not resolve the claim within sixty (60) calendar days after your written notice is received by us, then your options for formal dispute resolution depend upon your country of residence. This Section does not prevent you from bringing your dispute to the attention of any federal, state or local government agencies that can, if Applicable Law allows, seek relief from us for you.
FOR RESIDENTS OF THE UNITED STATES & OTHER JURISDICTIONS THAT ENFORCE BINDING ARBITRATION: YOU AND WE AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY BETWEEN YOU AND US ARISING IN CONNECTION WITH OR RELATING IN ANY WAY TO THESE TERMS OR TO YOUR RELATIONSHIP WITH US AS A USER OF THE SITE OR ANY OF OUR OFFERINGS (WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, AND WHETHER THE CLAIMS ARISE DURING OR AFTER ANY TERMINATION OF THE SERVICE) WILL BE DETERMINED EXCLUSIVELY BY MANDATORY BINDING INDIVIDUAL (NOT CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION) ARBITRATION. YOU AND WE FURTHER AGREE THAT THE ARBITRATOR SHALL HAVE THE EXCLUSIVE POWER TO RULE ON HIS OR HER OWN JURISDICTION, INCLUDING ANY OBJECTIONS WITH RESPECT TO THE EXISTENCE, SCOPE OR VALIDITY OF THE ARBITRATION AGREEMENT OR TO THE ARBITRABILITY OF ANY CLAIM OR COUNTERCLAIM.
Arbitration is a proceeding before a neutral arbitrator, instead of before a judge or jury. Arbitration is less formal than a lawsuit in court, and provides more limited discovery. It follows different rules than court proceedings, and is subject to very limited review by courts. The arbitrator will issue a written decision and provide a statement of reasons if requested by either party. YOU UNDERSTAND THAT YOU ARE GIVING UP THE RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BEFORE A JUDGE OR JURY.
YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER (OR IN A REPRESENTATIVE OR CONSOLIDATED ACTION) IN ANY PURPORTED CLASS OR, REPRESENTATIVE, OR CONSOLIDATED ACTION. Unless both you and we agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding, and the arbitrator specifically does not have the power to alter this. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that Applicable Law precludes enforcement of any of this Section’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
Either you or we may start arbitration proceedings. If you start an arbitration proceeding against us, you agree that you will be responsible for at least half of the cost of the arbitration (and perhaps more in accordance with the arbitrator’s ruling). Any arbitration between you and us will be administered at the International Chamber of Commerce (“ICC”) International Court of Arbitration under the Rules of Arbitration of the ICC then in force including its Expedited Procedure Provisions (collectively, the “Rules and Procedures”), as modified by these Terms, or, if ICC no longer exists or is unable to participate, such other arbitration forum selected by us. The language to be used in the arbitral proceeding shall be English. For more information on the ICC, the Rules and Procedures, or the process for filing an arbitration claim, you may call the ICC in Paris, France at +33 (0) 1 49 53 28 28 or visit the ICC website at https://iccwbo.org.
Unless we expressly agree in writing to the contrary, the parties shall keep confidential all awards and orders in any arbitration pursuant to this Section, as well as all materials in the arbitral proceedings created for the purpose of the arbitration and all other documents produced by another party in the arbitral proceedings not otherwise in the public domain; provided that the foregoing shall not prevent either party from making any disclosure of such to the extent that disclosure is required of a party by a legal duty, to protect or to pursue a legal right, or to enforce or challenge an award in legal proceedings before the appropriate court or other judicial authority. You and we agree that the US Federal Arbitration Act applies and governs the interpretation and enforcement of this provision, to the extent applicable.
The seat and venue of the arbitration is the Cayman Islands. The arbitration will be conducted before one commercial arbitrator from the ICC with substantial experience in resolving commercial contract disputes. As modified by these Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the Rules and Procedures. The ICC Emergency Arbitrator Provisions shall not apply.
The dispute will be resolved by the submission of documents without a hearing, unless a hearing is requested by a party or deemed to be necessary by the arbitrator, in which case, a party may elect to participate telephonically. The arbitrator shall make a decision in writing, and shall provide a statement of reasons if requested by either party. The arbitrator must follow Applicable Law, and any award may be challenged if the arbitrator fails to do so. You and we may litigate in court to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
Nothing in this Section removes or limits our liability for fraud, fraudulent misrepresentation, death or personal injury caused by our negligence, and, if required by Applicable Law, gross negligence. Additionally, notwithstanding this agreement to arbitrate, claims for infringement or misappropriation of the other party’s patent, copyright, trademark, trade secret or other intellectual property rights shall not be subject to arbitration under this Section.
You or we may seek emergency equitable relief before a court located in the Cayman Islands in order to maintain the status quo pending arbitration and you agree to submit to the exclusive personal jurisdiction of the courts located within the Cayman Islands for such purpose. A request for interim measures shall not be deemed to be a waiver of the right to arbitrate.
FOR RESIDENTS OF THE EUROPEAN UNION & OTHER JURISDICTIONS THAT DO NOT ENFORCE THE BINDING ARBITRATION REQUIRED ABOVE: Any non-arbitrable disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of the Cayman Islands. If you start an arbitration proceeding against us, you agree that you will be responsible for at least half of the cost of the arbitration (and perhaps more in accordance with the arbitrator’s ruling).
This Section will survive termination of your account and these Terms as well as any voluntary payment of any debt in full by you or any bankruptcy by you or us. With the exception of any provision of this Section prohibiting arbitration on a class or collective basis, if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting part were not contained herein. If, however, any provision of this Section prohibiting arbitration on a class or collective basis is found to be invalid, unenforceable, or illegal, then the entirety of this arbitration provision will be null and void, and neither you nor we will be entitled to arbitration.
YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THE SITE, ANY OF OUR OFFERINGS OR THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR IT WILL BE FOREVER BARRED.
You agree that you are solely responsible for your interactions with any other user in connection with the Site, Our Offerings and/or the Platform and Ecosystem and we will have no liability or responsibility with respect thereto. We reserve the right, but have no obligation, to become involved in any way with disputes between you and any other user of the Site and/or Our Offerings.
Unless otherwise specified herein, these Terms constitute the entire agreement between you and us with respect to the Site and Our Offerings, and these Terms supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect thereto. Without limiting the foregoing, nothing contained in the Site or any other website or property owned or controlled by us or any of our affiliates shall be construed as a representation, warranty or covenant, or give rise to any liability or obligation on the part of us or any of our affiliates except as expressly set forth in these Terms.
These Terms will be governed by the laws, restrictions, regulations and rules of the State of Delaware, U.S.A., without regard to its conflict of law provisions. With respect to any disputes or claims that do not fall within the agreement to arbitrate, set out above, you and we agree to submit to the personal and exclusive jurisdiction of the courts of the Cayman Islands, which shall be the exclusive and mandatory venue and forum for any such disputes or claims. In connection with any such disputes or claims, you hereby expressly, knowingly, voluntarily and irrevocably (a) consent to the personal jurisdiction and to the exclusive jurisdiction of the courts of the Cayman Islands and (b) waive any objection based on lack of personal jurisdiction, improper venue or forum non conveniens.
If a particular provision of these Terms is held to be invalid by a court of competent jurisdiction, the provision shall be deemed to be severed from these Terms and shall not affect the validity of these Terms as a whole, which shall remain in full force and effect. The parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in any invalid provision.
Any failure by us to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. Any waiver of these Terms or any portion thereof by us must be in writing and signed by an authorized representative of ours.
A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
The section titles in these Terms are for convenience only and have no legal or contractual effect. Whenever examples are used in these Terms with the words “including,” “for example,” “e.g.,” “such as,” “etc.” or any derivation thereof, such examples are intended to be illustrative and not in limitation thereof. Notices to you may be made via either email or regular mail or other electronic service.
You hereby consent to receive service of process by electronic means or social media to the extent allowed by the applicable federal or state court. This constitutes consent in writing as contemplated in Federal Rule of Civil Procedure 5(b)(2)(E) and any applicable state (or other jurisdiction) equivalent.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your use of the Site or any of Our Offerings. You acknowledge and agree that our performance of these Terms is subject to Applicable Laws and that nothing contained in these Terms is in derogation of our right to comply with any governmental, court and law enforcement requests or requirements relating to your use of the Site, Our Offerings or information provided to or gathered by us with respect to such use.
Under California Civil Code Section 1789.3, users of the Service from California USA are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at the address specified below.
If you have any concern, question or complaint regarding these Terms, please contact us at 236 BritCay House Eastern Avenue, George Town, Grand Cayman, Cayman Islands. You may also email us at email@example.com.
While we were the original developer of the Platform and continue to support certain elements of the Ecosystem as described on the Site, the Platform itself is today a decentralized blockchain-based system managed by the WAX community. Without limiting the foregoing, portions of the Site (and its subdomains such as, without limitation, https://developer.wax.io/ or https://labs.wax.io/) may be managed by the WAX community or other third parties and we shall have no liability to you or anyone else for any aspects of the Site managed by members of the WAX community or otherwise outside of our direct control.
We also were the original developer and operator of the WAX Cloud Wallet (and its predecessor, WAX All Access) until the WAX Cloud Wallet and certain related assets were transferred to Wiltin Holdings Ltd. in or about January, 2022. The WAX Cloud Wallet is governed by the Terms of Service with Wiltin Holdings Ltd., which can be found at the https://wallet.wax.io website.
We also were the original developer and operator of the wdny.io website, until wdny.io and certain related assets were transferred to Maitlan Holdings Ltd. in or about January, 2022. The wdny.io site is governed by the separate Terms of Service which can be found at the https://wdny.io/ website.
Additionally, we continue to hold rights in the WAX and Worldwide Asset eXchange™ names and related trademarks and logos.
The Platform is governed by its Constitution, which can be viewed at https://on.wax.io/constitution/.
If you purchased WAX ERC-20 Tokens in EPH’s initial token sale, you will continue to be subject to the Terms of Token Sale published by EPH on October 17, 2017 and updated on November 7, 2017.
If you acquired WAX Protocol Tokens in exchange for WAX ERC-20 Tokens (each as defined in in the Token Swap Terms and Conditions), you will continue to be subject to the Token Swap Terms and Conditions, which can be viewed at https://on.wax.io/token-swap-terms.
The Platform uses a delegated proof of stake system relying on users staking or expending WAXP as a means to reserve computing resources. When WAXP is staked, the token is set aside and stored until a user reclaims it (subject to a 72-hour unstaking period). Users that stake tokens earn the right to vote for block producers, and staked tokens may accrue rewards over time. Click here to learn more about staking and voting.
You acknowledge and agree that there are inherent risks associated with purchasing and dealing with NFTs, cryptocurrencies and other data units stored on a blockchain (collectively, “Tokens”) including any product or service that generates, embeds, relies upon or otherwise utilizes Tokens (collectively, “Blockchain Offerings”), including those outlined below.
Risk of Losing Access to Tokens Due to Wallet Incompatibility: A cryptocurrency wallet must possess technical infrastructure that is compatible with the receipt, storage and transfer of Tokens supported by the relevant blockchain-based platform. Non-compatible wallet addresses may result in loss of access to Tokens.
Risk Associated with Blockchain Protocols: Any malfunction, breakdown, abandonment, unintended function, unexpected functioning of or attack on the Platform or supporting protocols may have an adverse effect on the Tokens and Blockchain Offerings, including causing them to malfunction or function in an unexpected or unintended manner.
Risk Associated with Digital Wallets and Private Keys: Errors or malfunctions related to digital wallets users choose for purposes of receiving and storing Tokens or Blockchain Offerings may result in the loss of Tokens or Blockchain Offerings. Any third party that gains access to or learns of a user’s login credentials or other private keys may be able to dispose of such user’s Tokens and Blockchain Offerings. If a user’s private key or wallet password gets lost or stolen, associated Tokens and Blockchain Offerings may be unrecoverable and permanently lost. Additionally, providing an incorrect wallet address may result in a loss of Tokens or Blockchain Offerings.
Risk of Unfavorable Regulatory Action:
Blockchain technologies and cryptographic tokens have been the subject of scrutiny by various regulatory bodies around the world. Blockchain technology allows new forms of interaction and certain jurisdictions have applied or may apply certain existing regulations on, or have introduced and may introduce new regulations addressing, blockchain technology based applications, which regulations may be contrary to the current setup of the Platform or its smart contract system and, therefore, may result in substantial modifications to the Platform and such smart contract systems, including its termination and the loss of Tokens and/or Blockchain Offerings.
The regulatory status of NFTs, cryptographic tokens and distributed ledger technology (or certain uses thereof) is unclear or unsettled in many jurisdictions, and the regulatory status of each is distinct. To the extent they have not already done so, it is difficult to predict how or whether regulatory authorities may apply existing regulation with respect to such technology and its applications, including specifically (but without limitation to) the Platform and its supported Tokens and Blockchain Offerings. It is likewise difficult to predict how or whether any legislative or regulatory authorities may implement changes to existing law and regulation affecting distributed ledger technology and its applications, including specifically (but without limitation to) the Platform and its supported Tokens and Blockchain Offerings. Regulatory actions could negatively impact the Platform, Tokens and Blockchain Offerings in various ways, including, for purposes of illustration only, through a determination that Tokens are a regulated financial instrument that requires registration, licensing or restriction. We may cease operations in a jurisdiction if regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. The functioning of the Platform and the Tokens and Blockchain Offerings could be impacted by any regulatory inquiries or actions, including restrictions on the use, sale or possession of Tokens or Blockchain Offerings, which restrictions could also impede, limit or end the development of the Platform or Blockchain Offerings and/or result in legal liability.
The cryptocurrency exchange market, the token listing and trading market and initial coin offerings are (and by extension certain of the Platform, Tokens and Blockchain Offerings may be) subject to a variety of federal, state and international laws and regulations, including those with respect to “know you customer” and “anti-money laundering” and customer due diligence procedures, privacy and data protection, consumer protection, data security, and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations could be enacted which could impact the Platform, Tokens and/or Blockchain Offerings including your access to or use thereof. Additionally, Platform users are subject to or may be adversely affected by industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the Platform, Tokens and/or Blockchain Offerings.
Risk of Alternative Platforms: It is possible that alternative applications could be established which use the same open source code and protocol underlying the Platform. Tokens supported by the Platform may have no intrinsic value with respect to such alternative applications. The Platform might compete with such alternative token-based applications, which could potentially negatively impact the Platform, Tokens and/or Blockchain Offerings.
Risk of Insufficient Interest: It is possible that the Platform will not be used by a large number of businesses, individuals, and other organizations and that there will be limited public interest in the creation and development of Tokens and/or Blockchain Offerings. Such a lack of interest could negatively impact the Platform, Tokens and Blockchain Offerings.
Risk of Platform Changes: The Platform may undergo significant changes. Any expectations or assumptions regarding the form and functionality of the Platform and related Tokens or Blockchain Offerings may not be met, for any number of reasons, including the decentralized nature of the Platform, participant behavior, and the types of Blockchain Offerings offered through the Platform. In addition, the Platform may experience malfunctions or otherwise fail to be adequately maintained, which may negatively impact the Platform, Tokens and Blockchain Offerings.
Taxation Risk: The tax characterization of Tokens and Blockchain Offerings may be unclear, unsettled or subject to change. Transactions in Tokens or involving Blockchain Offerings may be considered tax events under applicable laws and regulations. You must seek your own tax advice in connection with creating, holding, selling or otherwise dealing with Tokens, which may result in adverse tax consequences, including tax payment liability and tax reporting requirements.
Risk of Theft and Hacking: Hackers or other groups or organizations may attempt to interfere with Tokens or Blockchain Offerings in several ways, including without limitation denial of service attacks, side-channel attacks, spoofing, smurfing, malware attacks, or consensus-based attacks. Blockchains are 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 Tokens and Blockchain Offerings, including the expected proper execution and sequencing of smart contract computations and Token transactions.
Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography: Advances in cryptography, or technical advances such as the development of quantum computing, could present risks to cryptocurrencies and the Platform, Tokens and Blockchain Offerings by rendering ineffective the cryptographic consensus mechanism that underpins the Platform protocol, which could result in the theft, loss or decreased utility of Tokens and/or Blockchain Offerings. Smart contracts, blockchain application software and blockchain platform protocols are still in an early development stage and relatively unproven. There is no warranty or assurance that the process for creating Tokens on the Platform will be uninterrupted or error-free and there is an inherent risk that software could contain defects, weaknesses, vulnerabilities, viruses or bugs causing, inter alia, the complete loss of Tokens.
Illiquid Market Risk: Third party exchanges and marketplaces that support trading in Tokens are likely to be relatively new and subject to poorly understood regulatory oversight. They may, therefore, be more exposed to fraud and failure than established, regulated exchanges for other products and have a negative impact on the Tokens. To the extent that any third party ascribes an external exchange value to Tokens (e.g., as denominated in a crypto or fiat currency), such value may be extremely volatile and diminish to zero. If (despite his or her representations to the contrary) a user is holding Tokens as a form of investment on a speculative basis or otherwise, or for a financial purpose, with the expectation or desire that their inherent, intrinsic or cash-equivalent value may increase with time, there would be significant risks associated with such speculation or actions, and any errors associated therewith. Notwithstanding the foregoing, we do not offer Tokens on an investment basis.
Risk of Uninsured Losses: Unlike bank accounts or accounts at some other financial institutions, Tokens and any funds held using the Platform are generally uninsured. In the event of any loss, there is no public insurer, such as the FDIC, or private insurer, to offer recourse to users.
Risk Associated with Incomplete Information: You may not have full access to all information relevant to the Platform, Tokens and/or Blockchain Offerings. We do not provide users with recommendations or advice related to Tokens.
Risk Associated with User Created Content: There are inherent risks associated with purchasing user-generated NFTs or other Digital Assets through peer-to-peer transactions, including the risk of purchasing counterfeit, illegitimate or infringing items, mislabeled items, items that are vulnerable to metadata decay, items on Smart Contracts with bugs, and items that may become untransferable.