The following words in these Terms are defined below:
- 1.1 “Affiliate” means any entity that is directly or indirectly controlled by Eternal Dragons or by any of its parent companies.
- 1.2 “Content” means content such as text, files, documents, graphics, images, designs, music, software, audio and video.
- 1.3 “Digital Asset” means any digital representation of value based on, or built on top of, a cryptographic protocol of a computer network, including digital tokens that may be referred to as “cryptocurrency”, “digital payment token” or “virtual currency”.
- 1.4 “NFT” means a non-fungible token or similar digital item implemented on a blockchain (such as the Ethereum blockchain), which uses smart contracts to link to or otherwise be associated with certain Content or data.
- 1.5 “NFT Content” refers to Content relating to or comprising a NFT.
- 1.6 “User”, “you”, and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (i) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (ii) you agree to these Terms on the entity’s behalf.
- 1.7 “Wallet” refers to any relevant and compatible Digital Asset wallet or address.
By using our Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, then you may not access or use the Services.
Your use of the specific Services may be subject to additional terms and policies as may be posted on the Site or Platform from time to time.
Those additional terms and conditions, which are available with the relevant Services, then become part of your contract with us if you use those Services. In the event of a conflict between these Terms and any additional applicable terms we may provide for a specific Service, such additional terms shall control for that specific Service.
You must be at least 18 years of age to use the Services. If you are at least 13 years old but under 18 years old, you may only use the Services through a parent or guardian’s account and with their approval or oversight. That account holder is responsible for your actions using the account. It is prohibited to use our Service if you are under 13 years old. You must not attempt to access or use the Services if you are not permitted to do so, whether by law or under these Terms. By using the Services, you affirm, represent and warrant that you have the right, authority and capacity to enter into these Terms, you meet all of the eligibility requirements, and your access and use of the Services shall not violate any applicable laws including those in your jurisdiction.
5.1 You may purchase or mint NFTs in public sales that we launch on the Platform or a third party platform. A selected number of Users may be eligible to purchase NFTs ahead of the public and such Users will be listed on whitelists or such other priority lists which we may publish from time to time. At any time, there may be more than one such priority list and these lists may be ranked amongst themselves in priority. These priority lists may be over-subscribed, which means that you are not guaranteed the chance to purchase an NFT during an allocated sale period even if you are on the priority list for that sale.
5.2 Users who purchase NFTs can sell their NFTs to others (“Subsequent Purchasers”) on participating third party platforms.
5.3 We will publish these priority lists at such time and in such manner as we consider appropriate in our sole and absolute discretion. We may inform Users of one or more of our considerations for creating these priority lists, but we are not obliged to. We may change our considerations at any time in our sole and absolute discretion. We will decide the content of these priority lists and the ranking amongst the various lists at our sole and absolute discretion regardless of any information we may have provided to you prior to publishing such lists.
5.4 You acknowledge and agree that you have no right to be considered for and listed on any priority list for any reason or at any point of time. You further agree that we are not responsible for or liable to you in respect of the creation and implementation of priority lists in relation to NFT sales, or any consequences of you not being listed on a priority list including any loss of opportunity to make profits that you may experience.
5.5 Users may be able to earn rewards in relation to their NFTs. You acknowledge and agree that in relation to any NFT reward system we may offer:
- (a) You may be required to fulfil certain conditions such as opening a ticket in our Discord channel before being eligible for rewards, and these conditions will be notified to you from time to time;
- (b) We may implement and/or change any features of the reward structure including conditions for eligibility at any time in our sole and absolute discretion;
- (c) We may inform you of material changes and the effective date of such changes on relevant forums such as on our Discord and Twitter channels and it is your responsibility to keep up-to-date with such changes;
- (d) If you continue to use our Services and participate in the reward system, you are deemed to have agreed to these Terms and such other additional terms that we may inform to you such as those relating to sections 5.5(a) to (c) above; and
- (e) We may withhold rewards from any User who breaches these Terms or is blacklisted for any reason in our sole and absolute discretion.
6.1 When you purchase an NFT through the Service (“Purchasers”), you and any “Subsequent Purchasers” are not entitled to any ownership right to, or licences in, any intellectual property of the NFT or any NFT Content, unless otherwise provided for under these Terms. Purchasers and Subsequent Purchasers own personal property rights to that NFT as set out in sections 6.2 and 6.3 below.
6.2 As Purchasers and Subsequent Purchasers, you have a worldwide, non-exclusive, revocable, non-sublicensable, non-assignable, non-transferable, royalty-free, limited and personal licence (the “NFT Licence”) to use, display or perform the NFT Content associated with your purchased NFT solely for the following purposes:
- (a) For your own personal, non-commercial use, including use on the Platform;
- (b) Sharing your purchase, ownership or interest in the NFT, such as promoting or discussing the NFT on social media or other internet-based media applications;
- (c) Accessing features in video games or digital applications provided by Eternal Dragons;
- (d) Attempting to sell or dispose of the NFT, such as making an offer to sell, gift or trade the NFT on the Platform or a third-party platform, marketplace or exchange; or
- (e) As part of a third-party website or application that permits the inclusion, involvement, storage, or participation of your NFT.
6.3 Under the NFT Licence, Purchasers and Subsequent Purchasers agree and acknowledge that they will not do, or attempt to do, the following (“Prohibited Uses”) without Eternal Dragons’ express prior written permission in each case:
- (a) Make commercial use of the NFTs, such as selling access to the NFT Content, selling derivative works containing the NFT Content, or otherwise commercially exploiting the NFT Content;
- (b) Modify, distort, mutilate, or perform any other modification to the NFT Content which would be prejudicial to Eternal Dragons’ brand and/or reputation;
- (c) Use the NFT Content to advertise, market, or sell any third party product or service;
- (d) Use the NFT Content in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, terrorism or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;
- (e) Incorporate the NFT Content in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms;
- (f) Sell, distribute for commercial gain, or otherwise commercialize goods or services that include, contain, or consist of the NFT Content;
- (g) Attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the NFT Content;
- (h) Attempt to mint, tokenize, or create an additional cryptographic token representing the same NFT Content, whether on or off of the Platform;
- (i) Falsify, misrepresent, or conceal the authorship of the NFT Content;
- (j) Use the NFT, including the NFT Content, to conduct or facilitate any type of fraud;
- (k) Use the NFT Content in any pornography;
- (l) Acquire the NFTs to conceal economic activity, launder money or finance terrorism; or
- (m) Use the NFT, including the NFT Content, in any manner which, in our sole discretion, would be prejudicial to Eternal Dragons’ brand and/or reputation.
6.4 If you engage in any Prohibited Uses of your NFT, including its NFT Content, you may lose all your rights under the NFT Licence at our sole discretion. You acknowledge and agree that we may require you to return your NFT without refund and stop all use of your NFT or NFT Content if you engage in Prohibited Uses. We may also seek legal action against you in such a case.
6.5 The NFT Licence in this section only applies if you continue to lawfully own the NFT. If you sell, transfer, gift or otherwise dispose of your NFT for any reason, then the NFT Licence will immediately expire with respect to that NFT and its NFT Content without any notice and you will no longer have any rights under the NFT Licence.
7.1 NFTs or other Digital Assets that you purchase or use in relation to the Services may be held in one or more Wallets of yours. Eternal Dragons does not operate, maintain, control or have custody over any contents of your Wallet. We accept no responsibility for, or liability to, you in connection with your Wallet and make no representations or warranties regarding how the Service will operate with any specific Wallet. Any issues relating to your Wallet should be addressed to your Wallet provider. We are not responsible for any acts or omissions by you in connection with your Wallet as a result of your Wallet being compromised. You will immediately notify us if you discover or otherwise suspect any security issues related to your use of the Services.
7.2 You must provide all equipment, connectivity, and software necessary to connect to the Service. You are solely responsible for any costs and expenses, including Internet connection or mobile fees, which you incur when accessing the Services.
We do not represent, warrant or undertake that we will buy back, redeem, burn or provide any other similar features in relation to NFTs or other Digital Assets. However, we may do any of the foregoing at our discretion. We are not required to warn any User or third party when we decide to exercise this right.
You understand and agree that your purchase, sale, holding, receipt and use of any NFTs, other Digital Assets or assets from the Services does not:
- (a) Represent or constitute a loan or a contribution of capital to, or other investment in Eternal Dragons or its Affiliates;
- (b) Provide you with any ownership interest, equity, security, or right to or interest in the assets, rights, properties, revenues or profits of, or voting rights whatsoever in Eternal Dragons or its Affiliates; and
- (c) Create or imply or entitle you to the benefits of any fiduciary or other agency relationship between Eternal Dragons, its Affiliates, or any of its directors, officers, employees, or agents.
10.1 Unless otherwise indicated in writing by us, the Service and all Content contained therein or made available through the Service, including without limitation the Eternal Dragons logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Eternal Dragons’ Content”), are the proprietary property of Eternal Dragons or our licensors, as applicable. The foregoing does not apply to your own Content that you legally post on the Site or Platform. You may not use any Eternal Dragons’ Content to link to the Service without our express written permission. You may not use framing techniques, metatags or other ‘hidden text’ to enclose any Eternal Dragons’ Content without our express written consent.
10.2 Eternal Dragons and our licensors exclusively own all right, title and interest in and to the Service, including all associated intellectual property rights therein. You acknowledge that the Service is protected by trademark, copyright and other laws. The appearance and style of the Site and Platform constitutes the trademark of Eternal Dragons and licensors, and may not be copied, imitated or used in whole or in part without our express written permission. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service. You also agree that you will not apply for, register, or otherwise use or attempt to use any of our trademarks anywhere in the world without our prior written consent.
10.3 It is Eternal Dragons’ policy to terminate in appropriate circumstances Users who repeatedly infringe or are believed to be repeatedly infringing the intellectual property rights of Eternal Dragons or third parties.
10.4 Provided that you are eligible for use of the Services, and subject to your compliance with these Terms and applicable laws, you are granted a worldwide, non-exclusive, revocable, non-transferable, non-assignable, non-sub-licensable, royalty-free, limited and personal licence solely for your own use in connection with the Services.
10.5 Except for your own Content legally posted on the Site or Platform, you may not republish Eternal Dragons’ Content on any internet, intranet or extranet site or incorporate the Content in any other database or compilation. Any use of Eternal Dragons’ Content other than as specifically authorised herein, without our prior written permission, is strictly prohibited and will terminate the licence granted herein. Such unauthorised use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any licence to intellectual property rights, whether by estoppel, implication or otherwise. This licence is revocable by us at any time without notice and with or without cause.
Where a third party owns the intellectual property, including but not limited to copyright, patents or trade secrets, associated with your purchased NFT from the Service (“Third Party IP”), you acknowledge and agree that:
- (a) Provided that you are eligible for use of the Services, and subject to your compliance with these Terms and applicable laws, you are granted a worldwide, non-exclusive, revocable, non-transferable, non-assignable, non-sub-licensable, royalty-free, limited and personal licence in relation to Third Party IP solely for your own use in connection with the Services;
- (b) You may only use the Third Party IP on an “as is” basis, in its current condition when purchased;
- (c) You may not otherwise modify, edit or change the Third Party IP;
- (d) We may pass on additional restrictions based on our licence under the Third Party IP to you, which may affect your ability to use the NFT or NFT Content; and
- (e) To the extent that we inform you of such additional restrictions in writing, you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of your licence to use the Services and the NFT Licence.
13.1 You are solely responsible for all costs incurred by you in using the Services and determining, collecting, reporting and paying all applicable Taxes. As used herein, “Tax” or “Taxes” refers to any and all federal, state, local, municipal and national taxes, duties, levies, tariffs and other governmental charges, including gross receipts, personal or corporate income, profits, sales, use, occupation, goods and services, value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to any such amounts.
13.2 Subject to section 13.3, all payments you make to Eternal Dragons or other Users under these Terms shall be made in full without any deduction or withholding (whether in respect of set-off, counter-claim, duties, Tax, bank transfer fees, charges or otherwise) unless a deduction or withholding is required by any applicable law, in which event you shall:
- (a) Ensure that the deduction or withholding does not exceed the minimum amount legally required;
- (b) Be liable to pay to us or such other User such additional amount that will result in the net amount received by us or such other User being equal to the amount which would have been received had no such deduction or withholding been made; and
- (c) Pay to the relevant Tax authority, within the period for payment permitted by any applicable law, the minimum amount of the deduction or withholding required by law.
13.3 Your purchase and sale of NFTs or other Digital Assets may be subject to Goods and Services Tax ("GST") or Value Added Tax ("VAT"), as applicable.
13.4 We reserve the right to report any activity occurring using the Services to relevant Tax authorities as required under applicable law. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to our Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any Tax authority including any information derived from the Services.
13.5 We reserve the right to impose any fees, commissions, royalties, and other charges (collectively, the “Fees”) at our sole discretion at any time for your use of our Services.
13.6 We may charge Fees for each sale (including resale) of NFTs or other Digital Assets on the Platform or third-party platforms such as exchanges.
13.7 By buying or selling NFTs or other Digital Assets on the Platform, you agree to pay all applicable Fees and you authorize Eternal Dragons to automatically deduct other Fees (including any gas fees or payment processing fees, as applicable) directly from your payment.
13.8 All Fees are non-refundable except at the sole discretion of Eternal Dragons (for Fees within its control) or applicable third parties.
14.1 Unlawful Purposes
NFTs or other Digital Assets used primarily or substantially for the purpose of raising funds for terrorist organizations are prohibited on the Platform and will be removed.
14.2 Stolen Content
The sale of stolen or otherwise illegally obtained NFTs or other Digital Assets on the Platform is prohibited. If you have reason to believe that an NFT or any Digital Asset supported by the Platform was illegally obtained, please contact us immediately. Transacting illegally obtained NFTs or Digital Assets may result in your access to the Services being suspended.
14.3 Monitoring and Investigations
We are not obligated to monitor access to or use of the Services or to review or edit any Content on the Site or Platform. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable Users’ access to Services or Digital Assets at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services.
14.4 System Maintenance
We may interrupt your access to the Services at our sole discretion for any reason, including but not limited to, updating, maintenance, malfunctioning equipment or repairing the Services.
15.1 You agree not to do any of the following:
- (a) Use, display, mirror or frame the Services or any individual element within the Services, Eternal Dragons’ name, any Eternal Dragons trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;
- (b) Circumvent or attempt to circumvent any Fees owed to us;
- (c) Attempt to hack or hack our Services or any of our Users, or upload any computer viruses including worms, Trojan horses, corrupted files, cancelbots, or any other similar software or programs which may damage the operation of another’s computer or property or interfere with the Services;
- (d) Attempt to access or search the Services or download Content from the Site or Platform using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data-mining tools or the like) other than the software and/or search agents provided by Eternal Dragons or other generally available third-party web browsers;
- (e) Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
- (f) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
- (g) Collect or store any personally identifiable information from the Services from other Users without their express permission;
- (h) Impersonate or misrepresent your affiliation with any person or entity;
- (i) Violate any applicable law or regulation;
- (j) Use the Services for the purpose of concealing economic activity, laundering money, or financing terrorism;
- (k) Engage in deceptive or manipulative trading activities;
- (l) Use the Services to conduct financial activities subject to registration or licensing including, but not limited to, the creation and trading of securities, commodities, options, debt instruments or other financial instruments;
- (m) Use the Services by or on behalf of our competitor for the purpose of interfering with the Services to obtain a competitive advantage;
- (n) Use the Services to post or transmit any unauthorized material including, but not limited to, material that is, in our opinion, likely to cause annoyance, or which is defamatory, racist, obscene, threatening, or pornographic or is otherwise detrimental to or in violation of our systems or a third party’s systems or network security;
- (o) Distribute spam to other Users; or
- (p) Encourage or enable any other person to do any of the foregoing.
15.2 If you become aware of any use of the Services, including the creation, listing, or buying of NFTs, in violation of any of the terms specified in this section, please contact us at firstname.lastname@example.org to report it.
You accept and acknowledge:
16.1 The price of NFTs and other Digital Assets can fluctuate significantly. In using the Services, you may lose all your money that you have used in purchasing or otherwise dealing in Digital Assets.
16.2 You have done your research before you decide to purchase, sell, transfer, or otherwise interact with NFTs or any Digital Assets, and are using the Services at your own risk.
16.3 NFTs or other Digital Assets exist only by virtue of the ownership record maintained on its supporting blockchain. Any transfer of title occurs on the decentralized ledger within such blockchain network. We do not guarantee that we can effect the transfer of title or right in any NFTs or other Digital Assets. Transactions in NFTs or other Digital Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Transactions in NFTs or Digital Assets may be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction.
16.4 The Services may be temporarily unavailable from time to time for maintenance or other reasons. Eternal Dragons will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services, however caused.
16.5 Eternal Dragons will not be responsible for any risks to you from using the Services, which include, but are not limited to:
- (a) Non-recoverable and/or non-reversible transactions;
- (b) Fraudulent and/or fraudulent transactions;
- (c) Unauthorized third-party access such as malicious software, hacking, theft, attacks;
- (d) Hardware, software and/or internet connection failure;
- (e) Changes to the protocol or network of the underlying blockchain including changes in operating rules (“Forks”) which may affect the availability, value, functionality and/or name of a Digital Asset;
- (f) Regulatory changes which may adversely affect the development of the Services and the use of NFTs or other Digital Assets;
- (g) A lack of public interest in the Services which may also negatively impact the potential utility or value of NFTs or other Digital Assets; or
- (h) Changes affecting, or decisions taken by, third-party platforms which may support or perform transactions with respect to any NFTs or other Digital Assets.
16.6 We are not providing any financial, legal, tax, accounting or other professional advice. Nothing from our Services, including any Content on the Platform, should be construed as financial, legal, tax, accounting or other professional advice. If you are in doubt, please consult an independent professional advisor from persons licensed and qualified in the area for which such advice would be appropriate.
17.1 The Services may allow you to access third-party websites or third-party Content. We provide access only as a convenience and are not responsible for the Content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or Content.
17.2 References to any other products, services, Content, processes or other information by name, trademark, manufacturer, supplier or otherwise on the Service does not constitute or imply endorsement, sponsorship or recommendation by Eternal Dragons.
18.1 If you elect to sell, purchase, or trade any NFTs or other Digital Assets, any transactions that you engage in will be conducted solely through the blockchain network governing such Digital Asset and you will be required to make or receive payments exclusively through your Wallet. We will have no control over these payments or transactions, nor do we have the ability to reverse any transactions. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you enter into in relation to the Service.
18.2 Your use of the Services is at your own risk. You understand and agree that the Services provided, including any NFTs or other Digital Assets or assets listed therein, are provided on an “as is” and “as available” basis without warranties or conditions of any kind, either express or implied. Eternal Dragons (and its service providers) make no representation or warranty:
- (a) That the Services will meet your requirements;
- (b) That the Services will be available on an uninterrupted, timely, secure, or error-free basis;
- (c) That the Services or Eternal Dragons’ Content are lawful, accurate, complete, reliable, safe, error-free, free of other viruses or other harmful components;
- (d) As to the value, fairness of price or value of use of any NFTs available for sale on the Platform or subsequently made available for sale on any third-party platform;
- (e) Of title, origin, non-infringement, functionality, merchantability, usage, security, suitability or fitness for any particular purpose, workmanship or technical quality of any NFT or NFT Content; or
- (f) About the identity, legitimacy, authenticity or legal rights of Users to acquire ownership, resell or otherwise deal with NFTs available on the Platform.
18.3 Eternal Dragons disclaims all other warranties or conditions, express or implied, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law, as to the Service and Eternal Dragons’ Content.
18.4 We will not be responsible or liable to you for any loss in relation to your use of Services, NFTs or other Digital Assets, or your disclosure of Content online, including but not limited to any losses, damages or claims arising from:
- (a) User error such as forgotten passwords, incorrectly constructed transactions, or mistyped addresses;
- (b) The purchase or inability to purchase NFTs or Digital Assets on the Platform;
- (c) Compromised or hacked accounts;
- (d) Server failure or data loss;
- (e) Corrupted Wallet files;
- (f) Unauthorized access to applications;
- (g) Any unauthorized third-party activities or breaches of security, including the use of viruses, phishing, bruteforcing or other means of attack against the Services; or
- (h) Issues with the blockchain supporting NFTs or other Digital Assets, including Forks, technical node issues, repudiated transactions, migrations or updates.
18.5 Eternal Dragons will not be responsible or liable to you for any losses when we decide to sell or purchase any quantity of NFTs or other Digital Assets at our sole discretion.
18.6 Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not fully apply to you.
18.7 Nothing in these Terms shall exclude or limit liability of either party for fraud, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.
19.1 To the maximum extent permitted by law, neither Eternal Dragons, nor its service providers involved in creating, producing, or delivering the Services will be liable for: any incidental, special, punitive, exemplary or consequential damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute services of any kind arising out of or in connection with these Terms or from the use of or inability to use the services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Eternal Dragons or its service providers has been informed of, or could foresee, the possibility of such damage.
19.2 To the maximum extent permitted by law, neither Eternal Dragons nor its service providers will be liable for any damages to your computer system, mobile device or data from the use of the Service and any third-party sites.
19.3 To the maximum extent permitted by the law of the applicable jurisdiction, in no event will Eternal Dragons’ total liability, arising out of or in connection with these Terms or from your use of or inability to use the Services, exceed the amounts you have paid or are payable by you to Eternal Dragons for use of the Services, or one hundred US Dollars (USD 100) if you have not had any payment obligations to Eternal Dragons, as applicable.
19.4 The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between Eternal Dragons and you.
20.1 To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Eternal Dragons, and our respective past, present and future Affiliates, employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, agents, representatives, predecessors, successors and assigns, from and against all actual or alleged third-party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to:
- (a) Your use or misuse of the Services;
- (b) Your violation of these Terms;
- (c) Your use or disposal of any NFTs or other Digital Assets;
- (d) Your negligence or willful misconduct; or
- (e) Your violation of the rights of a third party or of applicable law.
20.2 You agree to promptly notify us of any Claims and cooperate with us in defending such Claims. You further agree that Eternal Dragons shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any written agreement between you and Eternal Dragons.
The laws of some jurisdictions may limit or not permit certain provisions of this agreement, such as indemnification, the exclusion of certain warranties or the limitation of liability. In such a case, such provisions will apply only to the maximum extent permitted by the laws of such jurisdictions. Also, you may have additional legal rights in your jurisdiction, and nothing in these Terms will prejudice such rights that you may have as a consumer of the Services under such applicable law.
22.1 We may suspend or terminate your access to the Services at any time in connection with any transaction as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating these Terms or the terms of any third-party service provider. Such suspension or termination shall not be construed as a breach of these Terms by Eternal Dragons. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Services. Such limitations may include where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Services. We also reserve the right to cooperate with law enforcement authorities and disclose any information in our possession or from our Services that we deem necessary to meet any applicable laws, regulations or legal processes.
22.2 You acknowledge and agree that we shall have no liability or obligation to you in such event that we suspend or terminate your access to the Services, and that you will not be entitled to a refund of any amounts that you have already paid to us.
22.3 Upon any termination of these Terms, all sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding such termination. Termination will not limit any of our other rights or remedies at law or in equity.
24.1 Mandatory Arbitration of Disputes
You and Eternal Dragons each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) shall be referred to and finally resolved by arbitration administered will be resolved solely by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this provision. The seat of arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of arbitration shall be English. Any arbitration hearings will take place in the county where you live, unless we both agree to a different location, but will be conducted remotely to the extent permitted by the SIAC Rules. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. This arbitration provision shall survive termination of these Terms.
As limited exceptions to section 23.1 above:
- (a) You and Eternal Dragons both may seek to resolve a Dispute in a small claims court if it qualifies, provided the claims remain only in such court; and
- (b) You and Eternal Dragons each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
24.3 Good faith resolution
You and Eternal Dragons agree to resolve disputes in good faith prior to either party initiating an arbitration, small claims court proceeding or equitable relief for intellectual property infringement. If the parties do not reach agreement to resolve the dispute within thirty (30) days after initiation of this dispute resolution process, either party may commence arbitration, file an action in small claims court, or file a claim for injunctive or equitable relief in a court of proper jurisdiction for matters relating to intellectual property infringement, if the claims qualify.
24.4 Arbitration Costs
Payment of all filing, administration and arbitrator fees will be governed by the SIAC Rules, and we will not seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If you prevail in arbitration you may be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
24.5 Class Action Waiver
You and Eternal Dragons each waive the right to a trial by jury or to participate in a class, representative or consolidated action or proceeding. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding, without the written permission of all parties involved.
25.1 Our right to purchase Digital Assets
We reserve the right to sell or purchase any quantity of Digital Assets at our sole discretion. We are not required to warn any User or third party when we decide to exercise this right.
25.2 Our right to block access
We reserve the right, at any time, in our sole discretion, to block access to the Services from certain IP addresses and unique device identifiers.
25.3 Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between Eternal Dragons and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Eternal Dragons and you regarding the Services.
You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Eternal Dragons may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
25.5 No Waiver
No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
If an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, then the invalid or unenforceable part will be severed from the Terms while the remaining parts of these Terms will remain in full force and effect.
25.7 Notices and communications
By using our Services, you consent to receiving electronic communications from us (including email, Platform messages, or other types of messages). Any notices or other communications provided by Eternal Dragons under these Terms will be given:
- (a) via email; or
- (b) by posting to the Platform. Communication made by email will constitute written notice for the purposes of these Terms when the email is opened and receipt acknowledged (including by way of a mail delivery report or system record confirming receipt by the other party) except where the time of dispatch is not between 09:00am and 5:00pm on a day on which business is generally carried on in the place to which such notice is sent, in which case the notice will be deemed to have been received at the commencement of business on the next such day in that place.
25.8 Waiver of Rights
Eternal Dragons’ failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Eternal Dragons. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
25.9 Force Majeure
Eternal Dragons shall not be liable for any action, omission, duty or obligation due to any occurrence that is beyond our control, including:
- (a) any future laws or regulations;
- (b) any act of God or war;
- (c) terrorism;
- (d) any epidemic or pandemic;
- (e) hacking or other attack on the Services;
- (f) the unavailability, disruption or malfunction of any network or blockchains;
- (g) the unavailability, disruption or malfunction of the Internet; or
- (h) any unavailability, disruption or malfunction of any system, software, network or infrastructure necessary for the Services to function.
We welcome feedback and suggestions for our Services. You agree that any feedback provided to us can be used at our discretion in any manner, without notice and without compensation to you.
If you have any questions about these Terms or the Services, please contact Eternal Dragons at email@example.com