TERMS OF SERVICE
Last updated: 16 January 2025
These Terms of Service, together with our Privacy Policy and all supplemental terms and other documents referenced in these Terms of Service, as well as any relevant rules or terms and conditions that may apply to any campaigns or activities relating to the Services (the “Terms”) govern your use and access to (in-game) purchases, Games, Digital Assets, Virtual Items, User Generated Content (“UGC”), websites and virtual store and any other related services we may make available from time to time, unless we specifically state otherwise (“Services”).
These Terms form a legally binding contract between you and Palio (“we”, “our” or “us”). By accessing or using any of the Services you accept and agree to these Terms. If you do not agree to these Terms then please do not access, download, purchase or use our Services. These Terms shall apply to your access and use of the Games, your Account, Digital Assets, Virtual Items and other Services at all times and shall continue unless we terminate this contract with you.
Games means the game “Palio: Craft & Trade” and any other games developed and/or made available by us, whether existing now or in the future.
The Services are not intended for distribution, access or use by any person or entity in China, United States and Belgium or in any jurisdiction where such distribution, access or use would be contrary to, prohibited, restricted or taxed by any law or regulation, or which would subject us to any registration or licensing requirements, or any jurisdiction that is subject to a comprehensive U.S. Government embargo (“Embargoed Jurisdiction”) or sanctions administered by an agency of the U.S. Government, any other government, or the United Nations (collectively, “Sanctions”). Accordingly, you are solely responsible for compliance with all applicable laws when you access and/or use the Services.
Without limiting the foregoing, by using the Services, you represent and warrant that: (a) you are not located in, ordinarily resident in, or organized under the laws of any Embargoed Jurisdiction or any jurisdiction which is subject to Sanctions; (b) you are not subject to any Sanctions; (c) you are not owned or controlled, directly or indirectly, by any person that is subject to Sanctions, or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; (d) none of your officers, managers, directors, shareholders or authorized representatives is subject to Sanctions, or is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction, or is owned or controlled, directly or indirectly, by any person that is subject to Sanctions or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction. You further covenant that the foregoing shall be true during the entire period of this agreement. If you access or use the Services, you are solely responsible for ensuring that your access and use of the Services in such country, territory or jurisdiction does not violate any applicable laws.
1. ABOUT YOU
By using the Services, you agree that you are at least 18 years of age (or age of majority otherwise determined in your country of residency, if the age of majority in your country of residency is older than 18 years old).
2. CHANGES TO THESE TERMS & OTHER APPLICABLE TERMS
2.1 We may change these Terms from time to time, for example in order to ensure that we remain compliant with applicable laws or to reflect any changes we make to the Services or otherwise. It is your responsibility to check these Terms regularly before using any of our Services. Your continued use of our Services on or after the date any amendment is effective from, will be deemed your acceptance of the amended Terms.
2.2 In addition to these Terms, the use of specific aspects of the Services and/or more comprehensive or updated version of the Services may be subject to additional terms and conditions which will also apply in full force and effect. By agreeing to these Terms, you also agree to such additional terms.
3. ACCOUNT
3.1 To access and use certain of our Services you may be required to create an account with us and/or with the third party platform (e.g. Xterio, Google, Apple) (“Account”). To create an Account, you must provide truthful and accurate information about yourself on the Account registration page and keep that information up-to-date.
3.2 You may not share your Account with others and are solely responsible for keeping the login credentials to your Account confidential. This includes the selling, buying, trading or otherwise transferring or offering to transfer your Account to anyone else. You are responsible for all activities associated with your Account and may be held responsible for damages, losses or expenses incurred by us or any other user arising out of any activity associated with your Account. You agree that we will not be responsible or liable for any damage, loss or expense, direct, indirect, special, or consequential damage, or economic loss arising from or in connection with any unauthorised use of your Account by someone else either with or without your knowledge. If you become aware of any actual or suspected loss, theft, fraud, or unauthorised use of your Account, please notify us immediately at support@palio.ai or by raising a ticket under ‘Xterio Support’ in the support sub-channel of the Xter.io Discord channel (https://discord.gg/xterio).
3.3 We may Stop your Account or permanently remove any content, Digital Assets or Virtual Items from any of our Services at our reasonable discretion if we have reasonable grounds for believing you have violated any of these Terms. References to “Stopping” or to “Stop” an Account includes temporarily or permanently disabling, suspending, banning or muting an Account. If your Account is muted, you can continue to play but will not be able to use free text chat during the relevant muting period. If your Account is disabled or banned, you will no longer be able to access your Account and any licenses previously granted to you to use our Services will be either temporarily or permanently revoked by us, at our reasonable discretion. THIS MEANS YOU WILL LOSE YOUR ACCOUNT, CHARACTERS AND ANY DIGITAL ASSETS, VIRTUAL ITEMS, IN-GAME ITEMS OR IN-GAME CURRENCY.
3.4 If, acting reasonably, we consider that: (i) these Terms have or may have been breached or may likely be breached by you; and/or (ii) you have committed fraudulent, unlawful or abusive activity including any breach or suspected breach of the rules of conduct set out in Section 7 of these Terms; and/or (iii) it is necessary in order to prevent or stop any harm or damage to us, to any of our Games or Services, to other players, the general public or to you, then it is in our reasonable sole discretion, that we may at any time: (i) Stop any part or all of your Accounts; (ii) restrict your access to any content-uploading or other features of our Games or Services; and/or (iii) restrict your access to or delete Digital Assets, Virtual Items or anything you have acquired by means of Digital Assets and/or Virtual Items. We shall not be responsible if the above-described actions result in the loss of real money by you.
3.5 If we take any of the above actions, you may, by no later than six months following the actions taken under sub-sections 3.3 and/or 3.4, submit an official request to our customer services via Email: support@palio.ai or by raising a ticket under ‘Xterio Support’ in the support sub-channel of the Xter.io Discord channel (https://discord.gg/xterio). All such requests will be dealt by us at our sole discretion acting reasonably.
3.6 TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE, OUR SUBSIDIARIES, AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (EACH, A “RELEVANT PARTY” AND COLLECTIVELY THE “RELEVANT PARTIES”), SHALL NOT BE HELD LIABLE FOR ANY DAMAGES, LOSSES, COSTS, FINES, PENALTIES OR EXPENSES OF WHATEVER NATURE, WHETHER OR NOT REASONABLY FORESEEABLE BY THE RELEVANT PARTIES AND YOU SHALL NOT BE ENTITLED TO ANY REFUND OR COMPENSATION IN CONNECTION WITH YOUR ACCOUNT ARISING FROM: (i) THE UNAUTHORISED USE OF YOUR ACCOUNT; (ii) STOPPING OF YOUR ACCOUNT; AND (iii) RESTRICTION OF YOUR ACCESS TO OUR SERVICES.
4. DELETION AND RECOVERY OF YOUR ACCOUNT
4.1 If you want to permanently delete your Account you may request your Account deletion at any time contacting us at support@palio.ai or by raising a ticket under ‘Xterio Support’ in the support sub-channel of the Xter.io Discord channel (https://discord.gg/xterio).
4.2 We reserve the right to reasonably decide whether to delete your Account and/or content associated with your Account, for example we may refuse such request if deletion would restrict our ability to: (i) investigate or identify illegal activity or violations of our Terms (for example, to identify or investigate misuse of our Services); (ii) protect the safety and security of our Services and users; (iii) comply with a legal obligation, such as the preservation of evidence; or (iv) comply with a request of a judicial or administrative authority, law enforcement or a government agency.
4.3 TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE SHALL NOT BE HELD LIABLE FOR ANY DAMAGES, LOSSES, COSTS, FINES, PENALTIES OR EXPENSES OF WHATEVER NATURE, WHETHER OR NOT REASONABLY FORESEEABLE BY THE RELEVANT PARTIES AND YOU SHALL NOT BE ENTITLED TO ANY REFUND OR COMPENSATION IN CONNECTION WITH YOUR ACCOUNT ARISING FROM: (i) THE DELETION OF YOUR ACCOUNT; (ii) THE DELETION OF CONTENT ASSOCIATED WITH YOUR ACCOUNT; AND/OR (iii) RESTORATION OF YOUR ACCOUNT.
5. LICENSE
5.1 Our Services, Games, Accounts, Virtual Items and all related materials (including without limitation, software, code, information, content, data, text, characters, music, sounds, videos) made available by us or on our behalf and all related copyright and other intellectual property rights in such Services, Games, Virtual Items and materials (together “Content”) are licensed, not sold, to you under these Terms. Subject to your strict compliance with these Terms, we grant you a limited, non-transferable, non-sub-licensable, revocable and non-exclusive license to use our Content for your own personal and non-commercial use.
5.2 If you breach any of these Terms, we may immediately terminate or suspend any license to you at our sole discretion acting reasonably. You acknowledge that all intellectual property and other rights in the Content and Digital Assets are and will remain our sole property or the property of our licensors, as the case may be, and that you will have no ownership, title or other proprietary interest in and to the Content and Digital Assets, regardless of whether you ‘earned’ or ‘purchased’ such Content and/or Digital Assets.
6. YOUR LEGAL OBLIGATIONS AND PROMISES TO US
6.1 You confirm that:
6.1.1 all information and details provided by you are true, accurate and up-to-date;
6.1.2 the rights granted under these Terms are strictly personal to you and you must not make your Account, the Services accessible through your Account, or your password(s) to your Account available to anyone else; and
6.1.3 you will comply with the rules of conduct relating to your use of your Account, the Services, Digital Assets and/or Virtual Items as set out in Sections 7, 8, 9 and 10 and any other restrictions set out elsewhere in these Terms.
6.2 You shall:
6.2.1 comply, at all times with any applicable laws and any request of a judicial or administrative authority, law enforcement or a government agency; and
6.2.2 not at any time engage in any acts or practice that would, directly or indirectly, contravene any anti-bribery, anti-money laundering, and counter-terrorist financing and sanctions statutes or regulations or any similar statute applicable in the relevant jurisdictions, including any polices of any judicial or administrative authority, law enforcement or a government agency implementing or enforcing the foregoing,
notwithstanding anything to the contrary in this Terms, if we believe, that you violate any of either sub-section 6.2.1 or 6.2.2, we may immediately Stop or terminate your Account and/or terminate or suspend any licence granted to you at our sole discretion.
6.3 You will indemnify and hold us (and our shareholders, affiliated companies, officers, directors, employees, contractors, partners and licensors) harmless from and against any claims, losses, fees, expenses (including fees on a solicitor and client basis), damages, liabilities and costs, resulting from (i) your use of your Account or any activity associated with your Account; (ii) your use of the Services and/or Output; (iii) your breach of these Terms; (iv) your breach of any other laws and regulations; (v) your infringement of the rights of a third party; (vi) the submission of your Input and/or UGC in the Services and our use thereof; or (vii) our use of the Output generated, created or produced by you. We reserve the right, at your expense, to assume the exclusive defence and control of any third party claims subject to indemnification by you, in which event you agree to cooperate with us.
6.4 If we take legal action against you for non-payment or any other breach of these Terms, and a court or arbitrator makes an award in our favour, you will be responsible for all costs allowed under the relevant forum.
7. RULES OF CONDUCT AND YOUR USE OF THE SERVICES
7.1 You acknowledge our rules of conduct and agree that in using the Services (including the creation of UGC) you will not:
7.1.1 use or allow the use of the Services for any purpose or activity that is illegal, unlawful or in breach of these Terms;
7.1.2 use, exhibit, display, disclose, reproduce, distribute, publicly display or perform, translate, copy, alter, reformat, modify, adapt, create, publish, republish, lease, license, sublicense, market, sell, offer for sale, import, transfer, commercialize, exploit, derivate works from, deconstruct, reverse engineer, duplicate, decompile or disassemble, in any manner the Services, source code in the Services or any portion thereof, without our prior written consent;
7.1.3 do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Game, without our prior written consent;
7.1.4 sell, rent, lease, share or provide access to your Account or access or attempt to access the Accounts of other users or penetrate or attempt to penetrate any security measures relating to the Services;
7.1.5 partake in any behaviour that we may deem inappropriate and disruptive, or against the tone and nature of the Services;
7.1.6 use abusive, offensive, or defamatory screen names and/or personas, whether created through Services or through third party devices connected to Services;
7.1.7 impersonate any other person, or indicate falsely that you are an employee, officer, director, manager, agent or representative of us or any of our partners or affiliates;
7.1.8 promote, encourage or take part in any activity involving hacking, cracking, phishing, taking advantage of exploits, bots or cheats and/or distribution of counterfeit software and/or counterfeit or legitimate Virtual Items and/or Digital Assets;
7.1.9 embed, upload or transmit (or attempt to embed, upload or to transmit) any files that contain a virus, trojan, worm, spyware, time bombs, corrupted data or other computer programs that may damage, interfere with or disrupt any of the Services;
7.1.10 damage, disable, overburden, obstruct, or impair the functioning of the Game in any manner;
7.1.11 make improper, false or spurious reports to us;
7.1.12 use our Services to build any service or game that may disadvantage or compete with our Services or assist another person in building a service or game that would disadvantage or compete with our Services;
7.1.13 probe, scan or test the vulnerability of our Services, or circumvent or breach the security or authentication measures of our Services;
7.1.14 improperly use in-game support or complaint buttons or make false reports to us;
7.1.15 use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, ‘data mine’ or in any way reproduce or circumvent the content, navigational structure or presentation of our Services;
7.1.16 use any automated means or interface not authorized by us to access the Game or otherwise interfere with or modify the rendering of the Game or functionality;
7.1.17 sell, buy, trade or otherwise transfer or offer to transfer your Account, any personal access to our Services, or content associated with your Account, including Virtual Items, either within our Services or on a third-party website, or in connection with any out-of-game transaction;
7.1.18 apply for refund maliciously or take advantage of rules of third-party platforms for unjust enrichment;
7.1.19 take advantage of the price differential of in-game currency or Virtual Items to make profit by buying and/or selling in-game currency and/or Virtual Items from/in different geographic territories;
7.1.20 exploit the Services, for any commercial purpose, including without limitation (a) gathering Virtual Items, in-game currency, or other in-game resources for sale outside the Game; or (b) performing in-game services in exchange for payment outside the Game, e.g., power-levelling;
7.1.21 use the Services for political, deceptive, harmful, prejudicial, discriminatory, illegal, violent, offensive, obscene, objectionable, racial, religious or otherwise inappropriate reasons;
7.1.22 infringe other third parties’ rights, engage in acts that would possibly infringe other third parties’ rights, or promote, encourage or help others to infringe other third parties’ rights, including but not limited to intellectual property rights; and
7.1.23 collect personal information of third parties by fraudulent means through the Game.
7.2 To the extent the Services functionality technically permits, you shall not post or communicate any person’s “real world” personal information whilst using the Services, particularly not in any chat rooms or forums.
7.3 We reserve the right to access, monitor and/or record any online activities within our Services and by acceptance of these Terms you give us your express consent to access and record your activities.
7.4 Any breach of the above rules of conduct shall be determined by us at our discretion, acting reasonably in all circumstances.
8. AI-GENERATED CONTENT
8.1 Our Services may contain images or other content generated by artificial intelligence (“AI Engine”). You are solely responsible for any text or prompt you input to the AI Engine ("Input") and the resulting outputs, images, derivatives, content and other material you receive from using the tool ("Output") and ensuring such Input and Output complies with these Terms, community guidelines, and all applicable laws. You acknowledge that the Output you receive is based on the Input provided, and that we have no control over any such Input. We do not verify the Output or verify the accuracy, completeness, reliability or legality of the Output and we do not accept any liability arising in any way from your Input or your use of the Output. All Output is provided “as is” and with “all faults”, and we make no representations or warranties of any kind or nature, whether express or implied, with respect to any Output, including any warranties of suitability, accuracy, completeness and non-infringement. You are solely responsible for your Input, including any obligations in relation to its accuracy, quality and legality. You are also solely responsible for your Output, as well as your use and disclosure of such Output. You assume all risks associated with your use of your Input and Output, including any potential copyright infringement claims from third parties, as well as your disclosure of your Input and Output, including any potential breach of personal data claims. We do not accept any liability with regard to your use of your Input and Output, and/or your use of others’ Input and Output.
8.2 You acknowledge and agree not to use any Input, use the AI Engine to intentionally generate, create or produce any Output, or use any Output which:
8.2.1 contains (i) any content from any creative material of third parties; (ii) any depictions of or references to real people, locations, buildings and proprietary assets; (iii) any logos, trademarks, slogans, or other reference to any brand, business or entity, whether currently existing or defunct; or (iv) any other material that may be subject to the rights of a third party;
8.2.2 infringes, misappropriates or otherwise violates the copyright, trademark, trade secret, patent, privacy, publicity, or other intellectual property rights, proprietary rights, property rights and legal rights of any other person or entity (including without limitation, portrait rights or moral rights);
8.2.3 violates any applicable laws or regulations, or causes us or our affiliates or partners to violate any law or regulation;
8.2.4 contains sensitive, deceptive, biased, provocative or controversial content, including without limitation, any content which contains, advocates or promotes hatred, prejudice, discrimination, bigotry, harm, whether in relation to race, religion, gender, culture, country, region, sexual orientation, identity, politics or otherwise;
8.2.5 is harmful, illegal, unlawful, defamatory, discriminatory, slanderous, tortious, disparaging, violent, distressing, offensive, unethical, libelous, profane, obscene, sexually explicit, pornographic, indecent, objectionable, incites racial or religious tension, or is otherwise inappropriate;
8.2.6 contains any viruses, Trojan horses, or other malicious code or material; or
8.2.7 contains any personal data.
Whether the above has been breached shall be determined by us in our sole discretion on a case-by-case basis.
8.3. By accessing our Services, you acknowledge and agree that:
8.3.1 any and all Output, including any intellectual property rights therein, shall exclusively vest with us, and you agree that you will not take any action that might harm or adversely affect such rights. You agree that you do not own any rights, title and interest in and to any and all Output;
8.3.2 to the extent that the above does not apply, you hereby irrevocably convey, transfer and assign, and agree to convey, transfer and assign, to us, all of your right, title and interest in and to any and all Output, including all intellectual property rights therein, throughout the world and in perpetuity. In furtherance of the foregoing, you agree to execute all documents and take all actions which may be necessary or requested by us at any point in time (including beyond the termination or expiry of these Terms) to give effect to the foregoing at no cost to us. In the event you fail to, for any reason whatsoever, execute or deliver any such documents or take such actions reasonably promptly so as to give effect to the foregoing, then to the fullest extent permitted by applicable law, we are hereby authorized and irrevocably appointed as attorney-in-fact of and for you, to make, execute and deliver any and all such documents and take all such actions which may be necessary or reasonable to give effect to the foregoing. We shall have the exclusive right, on a worldwide basis and in perpetuity, to use, exhibit, publicly display, distribute, disclose, reproduce, copy, modify, alter, translate, publish, republish, lease, license, sublicense, upload, post, transfer, transmit, loan, adapt, reformat, excerpt (in whole or in part), sell, offer for sale, import, make derivative works based upon, publicly perform, market, commercialize and otherwise exploit your Output, at our sole and absolute discretion without payment of any royalties or other amounts to you or any other third party. To the extent that such conveyance, transfer and assignment of all right, title and interest in and to the Output and all intellectual property rights therein, worldwide and in perpetuity, to us cannot be undertaken under applicable law, then to the fullest extent permitted by applicable law, you agree that you shall waive, or if a waiver is not legally permissible, you shall not assert any rights against us or our sublicensees, successors or permitted assignees with regard to our, our sublicensees’, our successors’ or permitted assignees’, use, exhibition, public display, distribution, disclosure, reproduction, copy, modification, alteration, translation, publication, republication, leasing, licensing, sublicensing, upload, posting, transfer, transmission, loan, adaptation, reformatting, excerpt (in whole or in part), sale, offer for sale, importation, making of derivative works based upon, public performance, marketing, commercialization and exploitation of such Output, and you shall not grant any third party any license in relation to your Output without our prior written consent;
8.3.3 to the fullest extent permitted by applicable law, you shall waive any and all moral rights and economic rights in such Output throughout the world. To the extent that such rights cannot be waived under applicable law, you agree that you shall not assert such rights against us (and our sublicensees, successors and permitted assignees) and our affiliates.
8.4 By accessing our Services, you represent, warrant and undertake that:
8.4.1 your Output and any and all Input used by you to conceive, discover, develop, produce, author or otherwise create or generate your Output (a) are not previously licensed, exhibited, sold, used, reproduced, performed, published, released, distributed, disclosed, commercialized, or exploited; (b) have not received any award or been submitted for other contests or projects; and (c) are not subject to any rights, title or interest of any third party;
8.4.2 we shall have the exclusive right to use, exhibit, publicly display, distribute, disclose, reproduce, copy, modify, alter, translate, publish, republish, lease, license, sublicense, upload, post, transfer, transmit, loan, adapt, reformat, excerpt (in whole or in part), sell, offer for sale, import, make derivative works based upon, publicly perform, market, commercialize and otherwise exploit your Input and Output, throughout the world and in perpetuity, without additional notification or compensation to you or any other third party, and without any permission or approval required from you or any other third party. You understand that nothing in these Terms shall obligate us to use, exhibit, publicly display, distribute, disclose, reproduce, copy, modify, alter, translate, publish, republish, lease, license, sublicense, upload, post, transfer, transmit, loan, adapt, reformat, excerpt (in whole or in part), sell, offer for sale, import, make derivative works based upon, publicly perform, market, commercialize or otherwise exploit your Input and Output in any way and you will not be entitled to any compensation in connection with your Input and Output in the event we elect to do any of the foregoing. Though we may elect (in our sole discretion) to give you credit for your Input and Output, nothing in these Terms shall obligate us to do so; further, if we elect to give you such credit for your Input and Output, all characteristics of such credit shall be determined by us in our sole discretion. For the avoidance of doubt, any credit provided to you shall not be construed as granting you any rights, title and interest in and to any Input or Output, or acknowledging that you have any rights, title and interest in and to any Input or Output.
9. USER GENERATED CONTENT (UGC)
9.1 User Generated Content (“UGC”) means any form of content generated by a user of the Services (including remarks, suggestions, ideas, graphics, text, images, video, information and messages) communicated, posted, uploaded, or sent by users on or in connection with the Services (other than Input and Output). Our Services may include social elements which permit players to come into contact with and chat to other players. Messages exchanged between players, whether in private in-game messaging or public forums, are included within this definition of UGC.
9.2 You agree, that by submitting any form of UGC, you are giving us a non-exclusive, perpetual, irrevocable, transferable, sub-licensable, worldwide, royalty-free license to use, exhibit, publicly display, distribute, disclose, reproduce, copy, modify, alter, translate, publish, republish, lease, license, sublicense, upload, post, transfer, transmit, loan, adapt, reformat, excerpt (in whole or in part), sell, offer for sale, import, make derivative works based upon, publicly perform, market, commercialize and otherwise exploit such UGC for any purpose including making available of such UGC to any third parties, provided that we may not use UGC in violation of the Privacy Policy. You agree to waive any moral rights and economic rights to the extent permitted by law and that you will not withdraw the submission or attempt to make a charge for its use. Further, you warrant and represent that you are the exclusive copyright and intellectual property rights holder in relation to the submission and that submission in no way breaches the rights of any other person or entity.
9.3 We, or third parties engaged by us, may monitor and/or moderate any UGC but we do not warrant the accuracy, quality, or integrity of any UGC posted via the Game or any part of the Services. By using our Services you acknowledge and accept that you may be exposed to materials you may find offensive or objectionable. We do not endorse any UGC posted on the Services, nor do we warrant its truthfulness or accuracy. However, if someone is violating these Terms or misusing the Services, please report this to us by contacting us at support@palio.ai or by raising a ticket under ‘Xterio Support’ in the support sub-channel of the Xter.io Discord channel (https://discord.gg/xterio). We will review the report and may, at our reasonable discretion, take action against anyone who violates the Terms, such as by revoking or suspending access to certain or all of our Services and terminating or Stopping their Account. We may also take such actions, at our reasonable discretion, in respect of anyone who knowingly submits a false report in bad faith.
9.4 You agree not to upload or transmit via the Services any UGC that is prohibited by applicable law or which is otherwise inappropriate, including but not limited to the following:
9.4.1 hate speech, promotion of cults, and discrimination against any religion and fascist symbols;
9.4.2 child inappropriate content, including sexual exploitation and abuse content, paedophilia content, infant/adolescent exposure, avatars involving minors’ misbehaviour and vulgarity, and children’s cults;
9.4.3 pornographic content including words or pictures representing sexual behaviour, nudity, pictures representing the content of prostitution, and sex properties;
9.4.4 words or pictures of propaganda of terrorist and extremist organisations including its symbols;
9.4.5 content involving, related to or in connection with, the trafficking in drugs and illegal use or consumption of drugs;
9.4.6 content designed to harass, threaten, embarrass, spam or do anything else to another person that is unwanted, such as repeatedly sending unwanted messages or making personal attacks or statements about race, sexual orientation or religion; content relating to the organisation or participation in any activity or group that is harmful, abusive, offensive, obscene, threatening, bullying, vulgar, sexually explicit (including nudity and any form of inappropriate exposure), defamatory, invasive of personal privacy or which encourages conduct that would violate a law or in a reasonable person’s view be objectionable and/or inappropriate;
9.4.7 insulting and defamatory content, including but not limited to content containing language intended to encourage self-harm or suicide;
9.4.8 other content prohibited by law including content and activities such as unlawful non-consensual sharing of private images, pictures that contain icons, logos, and names of other competing gaming platforms, selling of human body parts, pictures that contain information such as QR codes, pictures involving phone numbers, addresses, website links, and other contact information;
9.4.9 content which is harmful, illegal, unlawful, defamatory, discriminatory, slanderous, tortious, disparaging, violent, distressing, offensive, unethical, libelous, profane, obscene, indecent, objectionable, incites racial or religious tension, or is otherwise inappropriate;
9.4.10 content which contains sensitive, deceptive, biased, provocative or controversial content, including without limitation, any content which contains, advocates or promotes hatred, prejudice, discrimination, bigotry, harm, whether in relation to race, religion, gender, culture, country, region, sexual orientation, identity, politics or otherwise;
9.4.11 content which contains (i) any creative material of third parties; (ii) any depictions of or references to real people, locations, buildings and proprietary assets; (iii) any logos, trademarks, slogans, or other reference to any brand, business or entity, whether currently existing or defunct; or (iv) any other content that infringes, misappropriates or otherwise violates the intellectual property rights, proprietary rights, property rights and legal rights of any other person or entity (including without limitation, portrait rights or moral rights);
9.4.12 content which contains any viruses, Trojan horses, or other malicious code or material; and
9.4.13 content which contains any personal data.
9.5 You acknowledge and agree not to use your Digital Assets and/or Virtual Items in any manner not then permitted by us as may be communicated through official channels.
9.6 We reserve the right to remove and permanently delete any UGC, Input and Output from our Services with or without notice. We reserve the right to disclose your identity to any third party that validly claims that any of your UGC, and/or any Input or Output used, generated, created or produced by you infringes such third party’s intellectual property or their privacy. We will also disclose your UGC / Input / Output to third parties and governmental authorities on request where we are legally obliged to do so.
10. DIGITAL ASSETS AND VIRTUAL ITEMS
10.1 The Services may enable users to use or interact with smart contracts on blockchains involving digital assets which we have created and maintain control of, such as non-fungible tokens and fungible tokens (“Digital Assets”). These Digital Assets can be visualized via the Services and may also potentially be capable of interaction with and through third-party services.
10.2 All transactions regarding Digital Assets are managed and confirmed on blockchains. You understand that your blockchain public address (“Wallet”) may be made publicly visible whenever you engage in a transaction. We reserve the right to migrate the Digital Assets to any blockchain and/or token standard should we determine that doing so is necessary for the provision of the Services and/or for the Digital Assets. Notwithstanding any other provision of these Terms, each of the Relevant Parties shall not be responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether or not reasonably foreseeable by each of the Relevant Parties, which you may suffer, sustain or incur, arising out of or relating to such migration of the Digital Assets.
10.3 When you acquire Digital Assets, whether through the Services or otherwise, except where we explicitly state otherwise, we only grant you a personal, limited, non-sublicensable, revocable licence and right to use and access the Digital Assets, for your own personal and non-commercial use. Such licence may be transferrable, but only to the extent permitted by us, in our sole discretion, from time to time. We may change characteristics of the Digital Assets, including their associated visualizations, and to allow for transfers (or not) and any available functionality may be added or removed, from time to time. We may also disable, deactivate or destroy any Digital Assets from time to time, at our reasonable discretion.
10.4 ANY INFORMATION PROVIDED BY OR ON BEHALF OF US ON ANY PLATFORM OR THROUGH THE SERVICES IS FOR INFORMATIONAL AND ENTERTAINMENT PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS, NOR IS IT INTENDED AS, AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, ANY INTEREST IN ANY SECURITY, ENTITY, INVESTMENT VEHICLE OR CONTRACT, INCLUDING, BUT NOT LIMITED TO, WITH RESPECT TO DIGITAL ASSETS.
10.5 “Virtual Items” means the rights that we license to you to access or use certain features that are made available in our Services. Examples may include access to digital or unlockable content, additional or enhanced functionality (including multiplayer services), virtual in-game assets, in-game achievements, and virtual in-game points, coins and currencies. When you sign up or pay for Virtual Items, we grant you a personal, limited, non-transferable, non-sub-licensable, revocable and non-exclusive license to access the selected Virtual Items. Virtual Items have no monetary value and no other value outside of our Services. You are not allowed to sell, trade or transfer your Virtual Items, or exchange them for cash, save for the sale, trading or transfer of certain virtual in-game assets strictly in accordance with such in-game avenues which may be made available by us from time to time. Any payment you make for access to Virtual Items is non-refundable unless otherwise stated by applicable laws or at our sole discretion.
10.6 We may, in our absolute discretion for any reason or no reason, reject or cancel any purchase request, including where we in our absolute discretion determine:
10.6.1 the purchase request to be associated with unusual, illegal or illicit activities, circumstances or transactions; or
10.6.2 the acceptance of the purchase request will or may cause us to be in breach of any applicable laws and regulatory requirements.
10.7 We may allow for the purchase of Virtual Items or Digital Assets through the use of Digital Assets. If so, and where we permit use of Digital Assets for such purpose, you shall transfer the relevant Digital Assets to our wallet address (through the Services, if available, or otherwise).
10.8 You are responsible for implementing all reasonable and appropriate measures for securing your Wallet and any other wallet, vault or other storage mechanism you use to receive and hold the Digital Assets, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Digital Assets. Without prejudice to any other provision, each of the Relevant Parties shall not be responsible or liable for any damages, loss or expense, including direct, indirect, special, or consequential damage, or economic loss, arising from or in connection with: (i) your failure to implement reasonable measures to secure the wallet, vault or other storage mechanism you use to receive and hold the Digital Assets or the relevant access credentials; or (ii) the loss of or unauthorized use of any of your access credentials relevant for the foregoing.
11. PURCHASE AND PAYMENT POLICY
11.1 We aim to ensure that the pricing of our Services (including Digital Assets, Virtual Items, Games and any other goods and services available via third-party stores or on our store) are correct at all times. However, the Game and website pages may not always accurately reflect the correct details at the moment at which you place your order. We also reserve the right to change prices without prior notice at any time before the formation of the contract. We cannot confirm the price of an item until your order is accepted. Where applicable law requires, we will charge applicable value-added or sales taxes on purchases, and you agree to provide the information required to determine the relevant tax rates.
11.2 Payment methods accepted by us are as per those payment methods provided on our store site and by the third-party platform providers such as Apple and Google within our Games at the point of sale.
11.3 We may cancel a payment and make a chargeback to you, including any transaction fees incurred, if any, if we have reason to believe any purchase is incomplete or any purchase is made, or we suspect it is made, fraudulently or in an otherwise non-bona fide manner.
11.4 All credit and charge card holders are subject to validation checks and authorisation by the card issuer. If the issuer of your payment card refuses to authorise payment to us, your order will not be accepted and we will not be liable for any delay or non-delivery.
11.5 It is your own responsibility and you must comply with the terms and conditions applicable to your chosen payment method, as set by the payment provider. We may add or remove any payment methods at our sole discretion and without prior notice to you.
11.6 Each blockchain may require the payment of transaction fee (a “Gas Fee”) for every transaction that occurs on such blockchain, such Gas Fee to be based on the structure and composition of such blockchain. This means that you may need to pay a Gas Fee for each transaction that occurs via the Services. Gas Fees may vary based on market conditions on the applicable blockchain, and we shall have no liability to you in connection with the same.
11.7 In addition to the Gas Fee, each time you use a smart contract to conduct a transaction via the Services, you authorize us to collect a commission based on the rules that may be set out in relation to such Service (each, a "Commission"). You acknowledge and agree that the Commission will be transferred directly to us through the blockchain as a part of the applicable transaction.
11.8 All orders are subject to acceptance by us and availability of the Services. If your order cannot be processed successfully, you will be notified of the reason and receive an explanation, if possible. Please note that any acknowledgement email/message does not mean that your order has been accepted – your order merely constitutes an offer to us to purchase the Services. All orders are subject to acceptance by us. When we make the Services available to you e.g. as a download, this represents our legal acceptance of the offer you made to purchase the Services and the contract between us will then be formed (and we or the third party platform or service provider will debit your account).
12. CANCELLATION AND REFUND POLICY
12.1 All purchases of the licenses to the Services, Games, Digital Assets, Virtual Items or other digital content are final and non-refundable except where required under applicable law.
13. AVAILABILITY AND FUNCTIONALITY
13.1 We reserve the right to limit the amount of Virtual Items and Digital Assets you can purchase from us in a given period. Virtual Items and Digital Assets may only be purchased and used by players in jurisdictions where such activities are permitted under applicable law. Virtual Items and Digital Assets may only be purchased from us or our permitted representatives through the Games or otherwise expressly authorised. We reserve the right to refuse any request to purchase Virtual Items and Digital Assets for any reason.
13.2 We will use reasonable endeavours to maintain the operation of the Services and rectify faults as quickly as possible. We reserve the right to modify, including by way of regular updates, our Services and we may occasionally have to suspend operations of certain Services, with notice whenever reasonably possible, for repair, maintenance, improvement, security or any other reason, provided that we will use commercially reasonable efforts to make any such suspension or interruption period as short as possible. We will not be responsible or held liable for any suspensions, interruptions or errors caused by external forces or circumstances outside our reasonable control.
13.3 We do not warrant that our Games or any part of our Services will be compatible with or capable of being accessed on all devices, platforms, operating systems or equipment, or in conjunction with any particular software or connectivity services not approved by us. We will not be responsible or held liable for any such equipment, software or services. We do not warrant that our Services can be accessed in all geographic locations.
13.4 We do not warrant the ongoing supply of any Games or Services or that content will be available at all times, in all locations, or at any given time or that will continue to offer such Games, Services and content for a particular length of time.
14. UPDATES
14.1 You agree that the Games and any aspect of the Services may automatically download and install updates, upgrades and additional features that we deem reasonably necessary and/or beneficial to our business, operations or to you. These Terms shall apply to any updates, upgrades and/or additional features that are not distributed with a separate license or other agreement.
15. INTELLECTUAL PROPERTY
15.1 You acknowledge that all intellectual property rights in the Services, Games, Digital Assets and Virtual Items and all content appearing within the Services, Games, Digital Assets and Virtual Items belongs to us, our licensors or affiliates and that such rights are merely licensed to you and you do not acquire any ownership rights in the Services, Games, Digital Assets and Virtual Items or any other part of them other than the right to use the Services, Games, Digital Assets and Virtual Items under the terms of this licence.
15.2 Any use by you of any of our intellectual property other than as permitted under these Terms may only be undertaken with our prior express written authorisation. Nothing contained within these Terms shall be construed as conferring any right, whether by implication or otherwise, to use any of our intellectual property in the Services, Games, Digital Assets and Virtual Items other than as expressly permitted in these Terms.
15.3 We reserve the right to stop offering you any of our Games and/or Services at any time either permanently or temporarily, at which point any license previously granted to you to use the Games and/or Services or a part thereof will be automatically terminated or suspended and your Account will no longer be available and be Stopped. Prior to stopping the availability of any of our Games and/or Services, we will use our reasonable efforts to notify before such Games and Services become unavailable. Notification may be given via our websites, official social media channels, push notification, alert, email or other messages. In such an event, we shall not be required to provide refunds, benefits or other compensation to users in connection with such discontinued elements of our Games and/or Services unless required otherwise by law.
15.4 Each Digital Asset may embody or include certain artwork owned or created by us (the “Artwork”). You acknowledge and agree that we and/or our respective licensors owns all legal rights, title and interest in and to the Artwork, and all intellectual property rights therein. Digital Assets may also embody or include one or more registered or unregistered intellectual property owned by us and/or our licensors (together with the Artwork, the “Image IP”). The Image IP is neither stored nor embedded in the Digital Assets but is accessible through the Digital Assets. The Image IP therein is licensed pursuant to sub-section 15.5, and is not transferred or sold to you. The rights that you have in and to the Image IP are limited to those expressly set forth in sub-section 15.5.
15.5 We hereby grant you a non-exclusive, limited, revocable, royalty-free, worldwide right and license (with no right to sub-license) to display and/or use the Image IP with the Digital Asset solely for personal, non-commercial use. This license to display and/or use the Image IP with the Digital Asset is automatically and always transferred with the respective Digital Asset, otherwise, the license to display and/or use the Image IP is non-transferable. Upon such transfer of the Digital Asset, the license granted to you is immediately terminated without notice, and you shall have no further rights in or to the Image IP.
15.6 The foregoing license in sub-section 15.5 shall automatically terminate if you breach this Section 15 or if you engage in any unlawful activity involving the Digital Asset. Furthermore, upon such termination of the license, we shall have the right to disable your access to the Image IP and/or deny you access to the Services and/or any benefits associated with the Digital Asset.
16. SUSPENSION AND TERMINATION
16.1 Acting reasonably, we may suspend, restrict or terminate your access to and/or use of the Games, Digital Assets, Virtual Items and/or any other part of the Services and consequently suspend or terminate the licence granted to you under these Terms, if:
16.1.1 you breach, or are believed or reasonably suspected to have breached, any of the restrictions or provisions in these Terms;
16.1.2 for reasons of a system failure, external attack, malfunction, internal system vulnerability, system flaw, system upgrade, maintenance or repair or due to events beyond our reasonable control; and/or
16.1.3 we decide to withdraw the Game(s), Digital Assets, Virtual Items and/or any other part of the Services from the market for any reason at our sole discretion, acting reasonably.
16.2 We will strive to always give you an initial warning and notice prior to terminating or deleting your access to our Games, Digital Assets, Virtual Items and/or any other Services. But if you have seriously or repeatedly breached our Terms or have been issued with previous warnings, we may move directly to terminating the contract with you under these Terms and your license to access our Games, Digital Assets, Virtual Items and/or any other part of the Services. Under such circumstances we will notify you by email or within the app, website or channel as appropriate subject to Section 23. Upon termination the rights and licence granted herein will be terminated and you shall cease all use of the applicable Games, Digital Assets, Virtual Items and/or any other part of the Services. If we decide to withdraw Game(s), Digital Assets, Virtual Items and/or any other part of the Services from the market, we’ll strive to notify you in advance prior to withdrawing access by email or within the app, website or channel other part of the Services as appropriate subject to Section 23.
16.3 You understand and agree that upon your request to terminate your account or our final decision to terminate your account, you will not receive any compensation or reimbursement for any Games, Digital Assets, Virtual Items and/or Services for any reason, whether such termination was voluntary or involuntary, unless otherwise required by applicable law or policy in your country of residency.
17. THIRD PARTY CONTENT
17.1 Our Services may include hyperlinks to third-party websites and services. We do not control these websites and services and are not liable or responsible for their content or for their collection, use or disclosure of your personal information.
18. DISCLAIMERS AND LIMITS ON LIABILITY
18.1 OUR SERVICES AND ANY INFORMATION OR CONTENT PROVIDED THROUGH OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM ERRORS, BUGS, CORRUPTION, LOSS, INTERFERENCE, HACKING, VIRUSES OR OTHER MALICIOUS, DESTRUCTIVE OR CORRUPTING CODE, AGENT, PROGRAM OR MACROS, OR THAT YOU WILL BE ABLE TO ACCESS OR USE OUR SERVICES AT THE TIMES OR LOCATIONS OF YOUR CHOOSING AND/OR ANY INFORMATION OR CONTENT PROVIDED THROUGH OUR SERVICES. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT: (I) THE ACCURACY, TIMELINESS, ADEQUACY OR COMPLETENESS OF THE INFORMATION, SERVICES AND/OR FUNCTIONS, INFORMATION OR CONTENT PROVIDED THROUGH OUR SERVICES; (II) THAT YOUR USE OF AND/OR ACCESS TO OUR SERVICES AND/OR ANY INFORMATION OR CONTENT PROVIDED THROUGH OUR SERVICES WILL BE UNINTERRUPTED, SECURE OR FREE FROM ERRORS OR OMISSIONS OR THAT ANY IDENTIFIED DEFECT WILL BE CORRECTED; (III) THAT OUR SERVICES AND/OR ANY INFORMATION OR CONTENT PROVIDED THROUGH OUR SERVICES WILL MEET YOUR REQUIREMENTS (INCLUDING REQUIREMENTS THAT OUR SERVICES WILL WORK WITH OR CAN BE ACCESSED ON ANY PARTICULAR DEVICES, PLATFORMS, OPERATING SYSTEMS OR EQUIPMENT, OR IN CONJUNCTION WITH ANY PARTICULAR SOFTWARE OR CONNECTIVITY SERVICES) OR ARE FREE FROM ANY VIRUS, MALWARE OR OTHER MALICIOUS, DESTRUCTIVE OR CORRUPTING CODE, AGENT, PROGRAM OR MACROS; AND (IV) THAT USE OF OUR SERVICES AND/OR ANY INFORMATION OR CONTENT PROVIDED THROUGH OUR SERVICES BY YOU WILL NOT INFRINGE RIGHTS OF THIRD PARTIES.
18.2 TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, THE RELEVANT PARTIES’ TOTAL LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, INCLUDING LIABILITY FOR ANY LOSSES, COSTS, EXPENSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES OR THESE TERMS SHALL NOT EXCEED (IN AGGREGATE) THE MONETARY AMOUNT EQUIVALENT TO THE FEES, RELATING TO THE SERVICES, ACTUALLY PAID BY YOU TO US FOR THE PRECEDING TWELVE (12) MONTHS FROM THE DATE OF THE FIRST CAUSE OF ACTION ARISING, OR WHERE NO FEES RELATING TO THE SERVICES HAVE BEEN PAID BY YOU TO US FOR THE PRECEDING TWELVE (12) MONTHS FROM THE DATE OF THE FIRST CAUSE OF ACTION ARISING, SHALL NOT EXCEED (IN AGGREGATE) USD 100. NOTWITHSTANDING THE FOREGOING, NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT EACH OF THE RELEVANT PARTIES’ LIABILITY FOR FRAUDULENT MISREPRESENTATION, DEATH OR PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES OR AGENTS, OR ANY OTHER LIABILITY THAT CANNOT UNDER ANY APPLICABLE LAW BE EXCLUDED OR LIMITED.
18.3 YOU AGREE AND ACKNOWLEDGE THAT WE HAVE MADE THE SERVICES AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. WE WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO YOU WITHOUT THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY.
18.4 YOU HEREBY RELEASE AND FOREVER DISCHARGE EACH OF THE RELEVANT PARTIES FROM, AND HEREBY WAIVE AND RELIQUISH, EACH AND EVERY PAST, PRESENT AND FUTURE DISPUTE, CLAIM, CONTROVERSY, DEMAND, RIGHT, OBLIGATION, LIABILITY, ACTION AND CAUSE OF ACTION OF EVERY KIND AND NATURE, THAT HAS ARISEN OR ARISES DIRECTLY OR INDIRECTLY OUT OF, OR THAT RELATES DIRECTLY OR INDIRECTLY TO, THE SERVICES (INCLUDING ANY INTERACTIONS WITH, OR ACT OR OMISSION OF, OTHER USERS). IN CONNECTION WITH THE FOREGOING, TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, YOU HEREBY WAIVE ANY LAWS WHICH STATE GENERAL RELEASES DO NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOUR AT THE TIME OF THE RELEASE.
19. ASSUMPTION OF RISK
19.1 Services may use emerging technologies, such as the Xterio Chain. Any malfunction, flaws, breakdown or abandonment of such emerging technologies may have a material adverse effect on the Services, Virtual Items, and/or Digital Assets. Some Services are subject to increased risk through your potential misuse of technologies such as public/private key cryptography. By playing, using and accessing the Services, you explicitly acknowledge and accept these increased risks.
19.2 Please see a non-exhaustive list of some of the abovementioned risks below. Please carefully consider these risks before using any of the Services:
19.2.1 the prices of digital assets on blockchains are extremely volatile and may significantly fluctuate at any given moment for any reason, even becoming worthless. Due to these price fluctuations, you may gain or lose value in your Digital Assets at any given moment, and the fluctuations in the price of other digital assets could materially and adversely affect the value of your Digital Assets, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of Digital Assets will not lose money;
19.2.2 Digital Assets are not legal tender, they may not be backed by any physical assets and may not be backed, guaranteed, or supported by any government or centralized authority. Digital Assets may not have intrinsic value, and their circulation may be limited and restricted;
19.2.3 Digital Assets are generally considered a high-risk asset class and may or may not be considered securities under certain jurisdictions. You must therefore exercise prudent judgment when trading Digital Assets;
19.2.4 the nature of Digital Assets may be very complex, and their terms, features, and/or risks may not be readily or fully understood due to the complex structure, novelty, and reliance on technological features;
19.2.5 during your use of the Services, you may be subject to various fees that may or may not arise directly from us, including fees that arise from any action that you take on the blockchain, whether a successful transaction occurs. These fees are final and irreversible. Prior to making any transactions, you must fully understand all commissions, fees, and costs for which you may be liable. If any of these fees are not clear to you, you must request clarification of what fees will be applicable in specific monetary terms prior to using the relevant Service or entering any transactions;
19.2.6 you are solely responsible for determining what, if any, taxes apply to your transactions relating to your Digital Assets, and to withhold, collect, report and remit the correct amount of taxes to the appropriate tax authorities;
19.2.7 you represent and warrant that you have done sufficient research prior to making any transactions or otherwise interacting with any Digital Assets;
19.2.8 the current regulatory regime(s) governing blockchain technologies, non-fungible tokens, digital assets, and other crypto-based items and collectibles is uncertain and may be constantly changing. New regulations or policies may materially and adversely affect the value and utility of your Digital Assets;
19.2.9 there are risks associated with using Internet and blockchain-based products, such as Digital Assets, Virtual Items and cryptocurrencies, 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 acknowledge that transactions on blockchains are susceptible to mining attacks, including double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks and any successful attacks present a risk to the Digital Assets, including proper execution and sequencing of transactions involving the Digital Assets. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the internet and/or blockchains, however caused;
19.2.10 the use of artificial intelligence is still a new and rapidly evolving area and is fraught with risks, including without limitation, risks relating to hallucinations, misinformation, privacy and security, as well as harmful and unintended outputs. In addition, the development of artificial intelligence is subject to a variety of factors that are difficult to evaluate. Please use our Services discerningly. You accept and acknowledge that to the maximum extent permitted under applicable law, we will not be responsible for the materialisation of any risks associated with your use of artificial intelligence when accessing our Services, as well as any consequences arising as a result thereof;
19.2.11 malicious individuals or organizations may target you and attempt to steal any Digital Assets and/or Virtual Items you may hold or claim any Digital Asset and/or Virtual Item that you may have purchased. You are solely responsible for protecting yourself against such actions;
19.2.12 we do not have ownership or control of the smart contracts deployed by third parties, and we are not responsible and make no guarantees regarding their capabilities, operation, or functionality. We do not control the public blockchains that you interact with, and we do not control certain smart contracts that are integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible, and we have no ability to reverse any transactions on the blockchain; and
19.2.13 we are not responsible for losses or casualties due to developers' or representatives' delay or failure to report any issues with any blockchain supporting Digital Assets, including without limitation, forks, technical node issues, or any other issues that result in losses of any sort.
20. HOW TO CONTACT US FOR SUPPORT OR TO REPORT COMPLAINTS, FAULTS OR ABUSE
20.1 If you require customer support or would like to report a complaint, a fault or abusive behaviour in violation of the rules set out in these Terms or if you have any other questions or comments in relation to our Games, Digital Assets, Virtual Items or other Services then you may contact us at support@palio.ai or by raising a ticket under ‘Xterio Support’ in the support sub-channel of the Xter.io Discord channel (https://discord.gg/xterio).
21. GOVERNING LAW AND DISPUTE RESOLUTION
21.1 We aim at resolving our disputes amicably and we are certain that most of your concerns can be resolved by contacting our dedicated customer service team at support@palio.ai or by raising a ticket under ‘Xterio Support’ in the support sub-channel of the Xter.io Discord channel (https://discord.gg/xterio).
21.2 You and we shall first attempt to resolve any all disputes, claims or controversies arising out of or relating to these Terms, any of our Services and their marketing, or the relationship between you and us (“Disputes”) informally for at least 60 days before initiating arbitration or litigation, if any. The informal negotiations commence upon receipt of written notice from one person to the other (“Notice of Dispute”). The Notice of Dispute must: (a) include the full name and contact information of the complaining party; (b) describe the nature and basis of the claim or Dispute; and (c) set forth the specific relief sought. We will send our Notice of Dispute to your email address, or billing address, if available and applicable. You may send your Notice of Dispute by notifying support@palio.ai. Most Disputes are resolved by our customer service team but if for whatever reason they are not able to solve the issue, you will first be provided an opportunity to escalate the matter to the relevant responsible member of our team.
21.3 Governing Law. You agree that to the maximum extent permitted by applicable laws in your country of residency, the laws of the British Virgin Islands, without regard to principles of conflict of laws and regardless of your location, will govern these Terms and any dispute of any sort that might arise between you and us.
21.4 Claims Covered by Arbitration. All Disputes (except as specifically excluded in the Terms), whether based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, including the validity, enforceability or scope of this Section 21 shall be determined exclusively by binding arbitration. This includes claims that accrued before you entered into these Terms. The only Disputes not covered by this Section are claims regarding the infringement, protection or validity of your, our or our licensors’ intellectual property, trade secrets or copyright, trademark or patent rights.
21.5 You agree to be responsible for all your legal costs and fees incurred in relation to any Dispute between us, and 50% of any costs of arbitration. This will apply notwithstanding the outcome of the arbitration.
21.6 Binding Arbitration. Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the BVI International Arbitration Centre (BVIIAC) under the BVI IAC Arbitration Rules in force when the notice of arbitration is submitted. The law of this arbitration clause shall be the law of the British Virgin Islands. The seat of arbitration shall be Tortola, British Virgin Islands. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English. Neither party shall be required to give general discovery of documents, but may be required only to produce specific, identified documents which are relevant to the dispute.
21.7 Limitations. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN OUR OR YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator shall not consolidate another person’s claims with your claims, and shall not preside over any type of representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favour of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
21.8 For the avoidance of doubt, nothing in this section or in any other part of these Terms shall prevent us from applying (i) to any court of competent jurisdiction; and/or (ii) concurrently in more than one court of competent jurisdiction, for any injunctive or equitable relief in respect of any intellectual property rights infringements.
21.9 Notwithstanding anything to the contrary in these Terms, we have the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or injunctions as may appear reasonably necessary to preserve our rights, provided however that, after the arbitrator is appointed, the arbitrators will have sole jurisdiction to consider applications for provisional relief, and any provisional measure ordered by the arbitrators may be specifically enforced by any court of competent jurisdiction (except that the we will retain the right specified in sub section 21.8 in any event). Any such request for provisional measures submitted to the courts will not be deemed incompatible with the agreement to arbitrate or waiver of the right to arbitrate.
22. GENERAL
22.1 These Terms and any document incorporated by reference constitute the entire agreement between you and us and supersede any previous terms between us in relation to such matters.
22.2 The limitations, exclusions and restrictions in these Terms shall pass to the benefit of our licensors, successors and assigns.
22.3 The headings in these Terms are for ease of reference only and shall be disregarded in construing or interpreting the Terms.
22.4 If we fail to enforce any provision of these Terms, that failure will not preclude us from enforcing either that provision (or any similar provision) on a later occasion. If any provision of these Terms is found by a court to be invalid, we agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision and that other provisions remain in full force and effect.
22.5 We may assign or transfer all or part of our rights or duties under these Terms provided we take reasonable steps to ensure that your rights under these Terms are not prejudiced. As these Terms are personal to you, you may not transfer any of your rights or duties under it without our prior written consent.
22.6 Unless explicitly provided for under these Terms, a person who is not a party to these Terms shall have no rights to enforce any of its terms.
22.7 The controlling language of these Terms is the English language. If there are any conflict between translations of the English language version of these Terms and the English language version of these Terms, the English language version will control.
23. NOTIFICATIONS
23.1 We may provide you with emails, text messages, push notifications, alerts and other messages related to the Services, such as but not limited to important announcements, legal notice, enhancements, offers, products, events, and other promotions to the extent that you have voluntarily bound your device with the Game. After downloading our Games, you may, depending on the device you are using, be asked to accept or deny push notifications/alerts in respect of our other games, services and/or activities. If you deny, you will not receive such push notifications/alerts. If you no longer wish to receive push notifications/alerts from our Game, you may opt out by changing your notification settings on your device.
23.2 All communications and notices made or given pursuant to these Terms must be made in the English language.
24. FORCE MAJEURE
24.1 Force majeure means any cause or event beyond the reasonable control of the affected party including without limitation war, civil war, armed conflict or terrorist attack, nuclear, chemical or biological contamination, pandemic, strikes, civil action, disruption or unavailability of the internet, unscheduled hosting and maintenance to systems, power and data losses, and other acts of God, the change of political relationships between the countries, change of regulations in connection with games in your country of residency, etcetera. We shall not be obliged to perform our obligations under these Terms to the extent that we are prevented from doing so by reason of an event of force majeure. Performance of these Terms may cease during the continuation of the force majeure event and may continue for such time even after that event ceases to the extent necessary for us to fulfil our obligations again. For so long as such force majeure event persists, our obligations under these Terms shall be suspended to the same extent. If such force majeure continues for a continuous period in excess of four months we may terminate access to the applicable Games, Digital Assets, Virtual Items or other Services immediately on service of notice to you.
CLOSED BETA TEST TERMS
Last updated: 16 January 2025
Thank you for your interest in participating in the closed beta test (the “Closed Beta”) for Palio: Craft & Trade (the “Game”), offered by Palio (“Palio”, “us”, “our” or “we”). These Closed Beta Test Terms (“Terms”) apply to your participation in the Closed Beta.
Please read the following Terms carefully, if you wish to participate in the Closed Beta. BY PARTICIPATING IN THE CLOSED BETA, YOU ACKNOWLEDGE THAT YOU HAVE FULLY READ, UNDERSTOOD AND AGREED TO THESE TERMS, AND FURTHER THAT YOU HAVE FULLY READ, UNDERSTOOD AND AGREED TO OUR TERMS OF SERVICE AT https://www.palio.ai/docs/Palio_Terms_of_Service.html (“TERMS OF SERVICE”) AND PRIVACY POLICY AT https://www.palio.ai/docs/Palio_Privacy_Policy.html (“PRIVACY POLICY”), AS AMENDED FROM TIME TO TIME, BEFORE PARTICIPATING IN THIS CLOSED BETA, OR ACCESSING OR USING THE GAME / ANY PALIO MATERIALS / CONFIDENTIAL INFORMATION. THE TERMS OF SERVICE AND PRIVACY POLICY ARE HEREBY INCORPORATED BY REFERENCE IN THESE TERMS.
ACCESSING OR USING THE GAME, ANY PALIO MATERIALS AND/OR CONFIDENTIAL INFORMATION INDICATES YOUR AGREEMENT TO PARTICIPATE, AND YOUR PARTICIPATION IN, THE CLOSED BETA, AS WELL AS YOUR ACCEPTANCE OF THESE TERMS, AND ESTABLISHES A BINDING AND EXECUTED WRITTEN AGREEMENT BETWEEN YOU AND PALIO (“AGREEMENT”). IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE GAME, ANY PALIO MATERIALS OR CONFIDENTIAL INFORMATION.
1. Eligibility and Application
1.1 The Closed Beta will commence on 16 January 2025 at 00:00 UTC and end on 24 January 2025 at 00:00 UTC (“Closed Beta Period”). Notwithstanding the foregoing, we may modify the start and/or end date(s) and time(s) of the Closed Beta Period at our sole discretion, at any time, for any or no reason, and without notice, and we shall have no liability whatsoever to you in the event we elect to do the foregoing.
1.2 By participating in the Closed Beta, you agree that you are at least 18 years of age (or age of majority otherwise determined in your country of residency, if the age of majority in your country of residency is older than 18 years old).
1.3 The Closed Beta and Game are not intended for distribution, access or use by any person or entity in China, United States and Belgium or in any jurisdiction where such distribution, access or use would be contrary to, prohibited, restricted or taxed by any law or regulation, or which would subject us to any registration or licensing requirements, or any jurisdiction that is subject to a comprehensive U.S. Government embargo (“Embargoed Jurisdiction”) or sanctions administered by an agency of the U.S. Government, any other government, or the United Nations (collectively, “Sanctions”). Accordingly, you are solely responsible for compliance with all applicable laws when you participate in the Closed Beta, or access and/or use the Game.
1.4 Without limiting the foregoing, by participating in the Closed Beta or accessing or using the Game, you represent and warrant that: (a) you are not located in, ordinarily resident in, or organized under the laws of any Embargoed Jurisdiction or any jurisdiction which is subject to Sanctions; (b) you are not subject to any Sanctions; (c) you are not owned or controlled, directly or indirectly, by any person that is subject to Sanctions, or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; (d) none of your officers, managers, directors, shareholders or authorized representatives is subject to Sanctions, or is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction, or is owned or controlled, directly or indirectly, by any person that is subject to Sanctions or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction. You further covenant that the foregoing shall be true during the entire period of this agreement. If you participate in the Closed Beta or access or use the Game, you are solely responsible for ensuring that your participation in the Closed Beta or access or use the Game in such country, territory or jurisdiction does not violate any applicable laws. You further covenant that the foregoing shall be true during the entire period of these Terms.
1.5 These Terms apply to your participation in the Closed Beta. You shall comply with these Terms and all other additional guidelines, terms, rules and instructions as issued and/or amended by us from time to time while participating in the Closed Beta and in any online activities related to or arising out of the Closed Beta.
2. Term and Termination
2.1 These Terms shall be effective as of the date you accept these Terms in the manner described herein and shall continue to be in effect until the end of the Closed Beta, our termination or cancellation of the Closed Beta, or our termination of this Agreement with you, whichever is earlier.
2.2 We may terminate this Agreement with you and/or terminate or cancel the Closed Beta at any time, for any or no reason, and without notice, and we shall have no liability whatsoever to you in the event we elect to terminate this Agreement with you and/or terminate or cancel the Closed Beta.
2.3 Upon the end of the Closed Beta, our termination or cancellation of the Closed Beta, or our termination of this Agreement with you, you shall immediately cease all use of the Game, any other Palio Materials, and Confidential Information, and shall promptly return to us all such documents, information and materials in your possession or control. If you have downloaded the Palio Materials and/or Confidential Information, copies of such Palio Materials and/or Confidential Information must be permanently deleted from your computer and system cache.
2.4 Notwithstanding anything else to the contrary in these Terms, all provisions of these Terms which are expressly stated to survive termination or expiry or which by their nature are intended to survive termination or expiry shall survive termination or expiry, including without limitation, clauses 3, 4, 5, 6, 7 and 9.
3. General Roles and Responsibilities
3.1 You are invited as a tester (“Tester”) under the Closed Beta to provide Feedback and help improve the Game by reporting any issues you encounter or discover during the Closed Beta (“Purpose”).
3.2 You agree that you will participate responsibly in the Closed Beta, and that you will be solely responsible and liable for any damages, costs, or expenses incurred by others or us arising directly or indirectly from your participation in the Closed Beta.
3.3 You further understand and agree that:
3.3.1 the Game, test links to the Game, and any early access codes and other materials, data or information supplied to you by us (the Game, test links to the Game, and any early access codes and other materials, data or information supplied or made available to you by us shall collectively be referred to as “Palio Materials”) shall only be used for the Purpose. Any other use is strictly prohibited;
3.3.2 you shall not disclose nor allow any other third party to use the early access code and accompanying password(s) in relation to the Game provided by us to you. You shall be responsible and liable for any losses, damages and costs that arise, directly or indirectly, from the use of your early access code and password(s) by a third party, whether or not such information was made available to such third party intentionally or inadvertently;
3.3.3 you shall use your best efforts to prevent any damage to the Palio Materials and Confidential Information, and shall be solely responsible in the event of any damage caused by you to the Palio Materials and Confidential Information;
3.3.4 you shall be responsible for providing and paying for all expenses that may be necessary for your participation in the Closed Beta, including without limitation, fees for internet access;
3.3.5 you will not be paid for participating in this Closed Beta;
3.3.6 after the Closed Beta is over, your account information, progress, and any in-game items and rewards earned during the Closed Beta will not be carried over to the official version of the Game. Palio may elect (in its sole discretion) to provide rewards for your completion of certain in-Game activities during this Closed Beta. However, such rewards may or may not be made usable in the official version of the Game, and nothing in these Terms or elsewhere (including without limitation, Palio’s social media communications published from time to time) shall obligate Palio to provide such rewards. If Palio elects to provide such rewards, all characteristics, nature and usage of such rewards shall be determined by Palio in its sole discretion, and Palio further reserves the right in its sole discretion to modify or discontinue any rewards at any time without notice to you;
3.3.7 you may only access the Game in safe places and in compliance with applicable law, rules, and regulations. Please ensure that you take appropriate precautions prior to and while accessing and using the Game.
4. Prohibited Conduct
4.1 You acknowledge and agree that you will not:
4.1.1 bypass or ignore instructions that control or restrict access to the Closed Beta and/or Game;
4.1.2 participate in the Closed Beta for purposes inconsistent with these Terms or any other instructions or as part of any effort to compete with us;
4.1.3 breach any term, condition, rule, guideline or obligation set forth in these Terms and/or other additional guidelines, terms, rules and instructions issued by us in relation to the Closed Beta;
4.1.4 cause harm or damage to our and our affiliates’ credibility or reputation;
4.1.5 assign, lease or transfer, directly or indirectly, to another person all or part of the rights that you have as a Tester;
4.1.6 collect personal information of third parties by fraudulent means through the Closed Beta;
4.1.7 test the Closed Beta in a public place without obtaining prior written consent from us;
4.1.8 edit, alter, delete or redistribute any information belonging to us or other parties, or acquired by us, in connection with the Closed Beta or the Game (including without limitation, the Palio Materials, Confidential Information, Feedback and Tester Data);
4.1.9 supply us with falsified, misleading and/or inaccurate information;
4.1.10 embed, upload or transmit (or attempt to embed, upload or to transmit) material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any other Tester’s use and enjoyment of the Game, or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Game;
4.1.11 use, exhibit, display, distribute, disclose, reproduce, copy, modify, alter, translate, publish, republish, lease, license, sublicense, upload, post, transfer, transmit, loan, sell, offer for sale, import, make derivative works based upon, perform, market, commercialize and otherwise exploit the Palio Materials and/or Confidential Information, where such action has not been expressly authorized under these Terms;
4.1.12 access and/or use the Closed Beta / Palio Materials / Confidential Information or data collected from the Closed Beta / Palio Materials / Confidential Information for the purposes of or in connection with any commercial activity, sales activity, marketing activity, or for the purpose of profiting;
4.1.13 access and/or use the Closed Beta / Palio Materials / Confidential Information in any way which violates any law or regulation that applies to you or to us, or in connection with the violation of any law or regulation that applies to you or to us;
4.1.14 access the Closed Beta / Palio Materials / Confidential Information, directly or indirectly, for, on behalf of, or for the benefit of, (a) any natural or legal person that is the subject of Sanctions; (b) any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction or any jurisdiction which is the subject of Sanctions; (c) any legal person owned or controlled, directly or indirectly, by any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; or (d) any legal person owned or controlled, directly or indirectly, by any natural or legal person that is the subject of Sanctions;
4.1.15 harass, discriminate, slander, torment, intimidate, pester, obstruct, or take advantage of, or in any way hurt or damage, other Testers;
4.1.16 access the Closed Beta / Palio Materials / Confidential Information for any illegal or unauthorized purpose;
4.1.17 access the Closed Beta / Palio Materials / Confidential Information to seek to copy, replicate or recreate copyrighted images or content in breach of applicable laws;
4.1.18 access the Closed Beta in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Closed Beta;
4.1.19 engage in fraudulent or manipulative conduct, or such other conduct that is, in our opinion, inappropriate, harmful, or contrary to the spirit and intention of the Closed Beta; and
4.1.20 engage in any other conduct prohibited under the Terms of Service.
4.2 You will comply with any and all demands by us to cease engaging in any conduct prohibited under these Terms.
4.3 Without limiting any other rights or remedies that we may have pursuant to these Terms or under any applicable law, we reserve all rights to suspend and/or terminate your participation in the Closed Beta, for any or no reason, and without notice.
4.4 We further reserve all rights to take any other actions we deem appropriate, in the event you are found, believed or reasonably suspected to have engaged, in our opinion, in any prohibited conduct herein, or to have breached any provisions in these Terms.
4.5 You agree that you will compensate us for any and all damages, costs, or other expenses incurred by us or third parties, whether directly or indirectly, as a result of you engaging in conduct prohibited under these Terms.
5. Intellectual Property Rights
5.1 You acknowledge and agree that (i) any suggestions, ideas, comments, opinions or feedback you provide to us relating to, arising out of, or in connection with the Game or the Closed Beta (collectively, “Feedback”), as well as (ii) any and all data, information and other content generated by your participation in the Closed Beta (including information and data supplied by you through your access and use of the Game and related services) (“Tester Data”), will become our sole and exclusive property. To the extent that the above does not apply, you hereby irrevocably convey, transfer and assign, and agree to convey, transfer and assign, to us, all of your right, title and interest in and to any and all Feedback and Tester Data, including all intellectual property rights therein, throughout the world and in perpetuity. In furtherance of the foregoing, you agree to execute all documents and take all actions which may be necessary or requested by us at any point in time (including beyond the termination or expiry of these Terms) to give effect to the foregoing at no cost to us. In the event you fail to, for any reason whatsoever, execute or deliver any such documents or take such actions reasonably promptly so as to give effect to the foregoing, then to the fullest extent permitted by applicable law, we are hereby authorized and irrevocably appointed as attorney-in-fact of and for you, to make, execute and deliver any and all such documents and take all such actions which may be necessary or reasonable to give effect to the foregoing. To the extent that such conveyance, transfer and assignment of all right, title and interest in and to the Feedback and Tester Data and all intellectual property rights therein, worldwide and in perpetuity, to us cannot be undertaken under applicable law, then to the fullest extent permitted by applicable law, you agree that you shall waive, or if a waiver is not legally permissible, you shall not assert any rights against us or our sublicensees, successors or permitted assignees with regard to our, our sublicensees’, our successors’ or permitted assignees’, use, exhibition, display, distribution, disclosure, reproduction, copy, modification, alteration, translation, publication, republication, leasing, licensing, sublicensing, uploading, posting, transfer, transmission, loan, sale, offer for sale, importation, making of derivative works based upon, performance, marketing, commercialization and exploitation of such Feedback and Tester Data, and you shall not grant any third party any license in relation to your Feedback and Tester Data without our prior written consent.
5.2 Subject to the terms and conditions set forth in these Terms, you are hereby granted a limited, personal, revocable, non‑exclusive, non‑sublicensable, non‑transferable license, during the term of the Closed Beta, to use the Palio Materials as supplied to you by us, solely for the Purpose.
5.3 As between us and you, we shall retain all right, title, and interest in and to the Palio Materials and Confidential Information, including all intellectual property rights therein, and any and all authorized or unauthorized derivative works thereof, including, but not limited to, the Feedback and Tester Data.
5.4 You acknowledge and agree that you shall not have any right to transfer, loan, sell, lease, reproduce, create derivative works of, or otherwise make available to a third party, or consent to transfer, loan, sell, lease, reproduce, create derivative works of, or otherwise make available to a third party, any Palio Materials, Confidential Information, Feedback and Tester Data.
5.5 You shall not have any rights with respect to the Palio Materials and Confidential Information other than those express limited rights specifically set forth in these Terms. Nothing in these Terms shall be construed as granting you any rights, title and interest in and to any Palio Materials and any Confidential Information, expressly or by implication, except the express limited rights specifically set forth herein.
6. Confidential Information
6.1 You agree that you shall not disclose to any third party any confidential, non-public information, of any nature and in any form, made available by Palio to you, through whatever means (whether through any exclusive communication channels specifically set up for purposes of, in relation to, or in connection with the Closed Beta, or through other means), including without limitation information concerning the Game and other Palio Materials, the content, specifications, technology or defects of the Game which may be made known to, obtained and/or discovered by you through the Closed Beta, as well as any knowledge, surveys, documents, news, materials, messages and conversations made available to you in connection with the Closed Beta (“Confidential Information”), except where we expressly permit such disclosure in writing and in such situations where we expressly permit the disclosure in writing, you may only disclose such Confidential Information in accordance with any terms set forth by us.
6.2 The Confidential Information shall only be used by you strictly for the Purpose. No part of the Confidential Information may be used, exhibited, distributed, disclosed, reproduced, copied, modified, altered, translated, published, republished, leased, licensed, sublicensed, uploaded, posted, transferred, transmitted, loaned, sold, offered for sale, imported, used to make derivative works, performed, marketed, commercialized or otherwise exploited by you in any manner not expressly authorized under these Terms, and you further undertake to not permit any of the foregoing. Releasing and/or disclosing information, materials, reviews, screenshots, recordings, podcasts, video footage, and/or live streaming of the Closed Beta content is expressly prohibited.
6.3 This clause 6 shall survive the termination or expiration of these Terms.
7. Disclaimer, Limitations on Liability and Indemnification
7.1 WE DO NOT GUARANTEE THAT THE GAME AND CLOSED BETA WILL BE AVAILABLE AT ALL TIMES, IN ALL LOCATIONS, OR AT ANY GIVEN TIME OR THAT WE WILL CONTINUE TO OFFER THE GAME AND CLOSED BETA FOR A PARTICULAR LENGTH OF TIME (SUCH AS, FOR INSTANCE, THE CLOSED BETA PERIOD HIGHLIGHTED ABOVE). THE CLOSED BETA AND GAME (INCLUDING ANY OUTPUT FROM THE GAME) ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS” BASIS AND EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, WE MAKE NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE CLOSED BETA AND GAME (INCLUDING ANY OUTPUT FROM THE GAME), AND SPECIFICALLY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, IN RELATION TO THE FOREGOING. WE DO NOT WARRANT THAT THE CLOSED BETA AND GAME (INCLUDING ANY OUTPUT FROM THE GAME) WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE, BE FREE OF DEFECTS, SOFTWARE BUGS, VIRUSES OR OTHER HARMFUL COMPONENTS, WILL PROVIDE ACCURATE, RELIABLE AND COMPLETE RESULTS OR BE FIT FOR YOUR PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS OR USE OF THE CLOSED BETA AND GAME (INCLUDING ANY OUTPUT FROM THE GAME) IS DONE AT YOUR SOLE DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING WITHOUT LIMITATION, YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE ACCESS OR USE OF THE CLOSED BETA AND GAME (INCLUDING ANY OUTPUT FROM THE GAME). NEITHER PALIO NOR ANY OF ITS PARENTS, AFFILIATES, RELATED LEGAL ENTITIES, OR ITS OR THEIR RESPECTIVE SHAREHOLDERS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, PARTNERS, SERVICE PROVIDERS, LICENSORS, AND LICENSEES (COLLECTIVELY, “RELEASED PARTIES”) WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO YOUR PARTICIPATION IN THE CLOSED BETA AND/OR ACCESS OR USE OF THE GAME (INCLUDING ANY OUTPUT FROM THE GAME).
7.2 WE DO NOT REPRESENT OR WARRANT THAT THE CLOSED BETA AND/OR GAME (INCLUDING ANY OUTPUT FROM THE GAME) DOES NOT INCORPORATE, INFRINGE, MISAPPROPRIATE OR OTHERWISE VIOLATE THE INTELLECTUAL PROPERTY RIGHTS, PROPRIETARY RIGHTS OR LEGAL RIGHTS OF ANY OTHER PERSON OR ENTITY. YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR ACCESS AND USE OF THE CLOSED BETA AND GAME (INCLUDING ANY OUTPUT FROM THE GAME).
7.3 UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO PALIO’S NEGLIGENCE, WILL RELEASED PARTIES BE LIABLE FOR ANY CLAIMS, COSTS, LOSSES, LIABILITIES, EXPENSES OR DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, LOSS OF PROFIT, LOSS OF REPUTATION AND ALL INTEREST, PENALTIES AND LEGAL COSTS, AND ALL OTHER PROFESSIONAL COSTS AND EXPENSES), HOWSOEVER ARISING OR SUFFERED, RELATED TO (A) THE ACCESS OR USE OF, (B) THE INABILITY TO ACCESS OR USE, OR (C) ERRORS OR OMISSIONS IN THE CONTENTS AND FUNCTIONS OF, THE CLOSED BETA AND THE GAME (INCLUDING ANY OUTPUT FROM THE GAME), EVEN IF PALIO OR AN AUTHORISED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.4 SOME JURISDICTIONS DO NOT ALLOW THE ABOVE LIMITATION OR EXCLUSION, AND ACCORDINGLY THE FOREGOING LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, THE RELEASED PARTIES’ TOTAL LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, INCLUDING LIABILITY FOR ANY LOSSES, COSTS, EXPENSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE CLOSED BETA, GAME AND THESE TERMS SHALL NOT EXCEED (IN AGGREGATE) USD 100. NOTWITHSTANDING THE FOREGOING, NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT EACH OF THE RELEASED PARTIES’ LIABILITY FOR ANY LIABILITY THAT CANNOT UNDER APPLICABLE LAW BE EXCLUDED OR LIMITED.
7.5 YOU WILL FULLY INDEMNIFY, RELEASE AND HOLD US, AND OUR PARENTS, AFFILIATES AND RELATED LEGAL ENTITIES, AND OUR AND THEIR RESPECTIVE SHAREHOLDERS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, PARTNERS, SERVICE PROVIDERS, LICENSORS, AND LICENSEES (COLLECTIVELY, “INDEMNIFIED PARTIES”), HARMLESS FROM AND AGAINST ANY CLAIMS, LOSSES, FEES, EXPENSES (INCLUDING FEES ON A SOLICITOR AND CLIENT BASIS), DAMAGES, LIABILITIES AND COSTS, RESULTING FROM (I) YOUR PARTICIPATION IN THE CLOSED BETA; (II) YOUR ACCESS AND/OR USE OF THE GAME (INCLUDING ANY OUTPUT FROM THE GAME); (III) YOUR BREACH OR ALLEGED BREACH OF THESE TERMS OR THE REPRESENTATIONS, WARRANTIES, AND COVENANTS CONTAINED IN THESE TERMS; (IV) YOUR BREACH OF ANY OTHER LAWS AND REGULATIONS; (V) YOUR INFRINGEMENT OF THE RIGHTS OF A THIRD PARTY; OR (VI) OUR USE OF YOUR FEEDBACK, INPUT AND OUTPUT. WE RESERVE THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENCE AND CONTROL OF ANY THIRD PARTY CLAIMS SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU AGREE TO COOPERATE WITH US AS FULLY AS REASONABLY REQUIRED. YOU WILL NOT IN ANY EVENT SETTLE ANY MATTER WITHOUT OUR PRIOR WRITTEN CONSENT.
7.6 THIS CLAUSE 7 WILL APPLY TO YOU TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
8. Changes to these Terms
8.1 We may in our sole discretion change these Terms from time to time, without prior notice to you. It is your responsibility to check these Terms (latest version is available online at https://www.palio.ai/docs/Palio_Terms_of_Service.html) regularly before participating in, and continuing to participate in, the Closed Beta (via accessing or using the Game / Palio Materials / Confidential Information). Your continued participation in the Closed Beta on or after the date any amendment is effective from, will be deemed your acceptance of the amended Terms.
9. Miscellaneous
9.1 Save for the Released Parties and Indemnified Parties, unless expressly provided for under these Terms, a person who is not a party to these Terms shall have no rights to enforce any of its terms.
9.2 We may assign or transfer all or part of our rights or duties under these Terms provided we take reasonable steps to ensure that your rights under these Terms are not prejudiced. As these Terms are personal to you, you may not transfer any of your rights or duties under it without our prior written consent.
9.3 These Terms and any document incorporated by reference (including without limitation, our Terms of Service and Privacy Policy) as well as any policies, rules, community guidelines and materials posted by us in connection with the Closed Beta from time to time constitute the entire agreement between you and us and supersede any previous terms between us in relation to such matters. The limitations, exclusions and restrictions in these Terms shall pass to the benefit of our licensors, successors and assigns.
9.4 In the event of any conflict between these Terms, the Terms of Service and any other policies, rules, community guidelines and materials in connection with the Closed Beta, unless otherwise expressly stated, the order of precedence will be: (1) these Terms; (2) the Terms of Service; (3) the policies; (4) the rules; (5) the community guidelines; and (6) other materials.
9.5 A failure or delay by Palio to enforce any clause in these Terms or exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other clause, right or remedy.
9.6 If any clause, or part thereof, under these Terms is held to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining portion of the clause and the remainder of these Terms shall, to the fullest extent possible, not be affected, and any clause or part thereof found to be illegal, invalid or unenforceable shall be deemed amended in a manner so as to give effect, to the fullest extent possible whilst remaining legal, valid and enforceable, to the intentions behind such clause or part thereof.
9.7 You agree that to the maximum extent permitted by applicable laws in your country of residency, the laws of the British Virgin Islands, without regard to principles of conflict of laws and regardless of your location, will govern these Terms and any dispute of any sort that might arise between you and us.
9.8 Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the BVI International Arbitration Centre (BVIIAC) under the BVI IAC Arbitration Rules in force when the notice of arbitration is submitted. The law of this arbitration clause shall be the law of the British Virgin Islands. The seat of arbitration shall be Tortola, British Virgin Islands. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English. Neither party shall be required to give general discovery of documents, but may be required only to produce specific, identified documents which are relevant to the dispute.