Lastly updated 18/05/2023
Trueplay Inventions Inc., a company duly incorporated and existing under the laws of Republic of Seychelles, under company number 232041, with its registered office at House of Francis, Room 303, Ile Du Port, Mahe, Seychelles, (“Trueplay”, “us”, “our”, or “we”) provides various B2B services as specified in Schedules No.1 which shall be an integral part of these Terms to the Customers/Operators/Users (“Operators“, “you“, “your“) through its website https://trueplay.io/ (“Website”) as well as its integrated Widget (“TRUEPLAY Widget“) which collectively are referred to as “Services” and each individually as “Service”.
These Terms of Use together with Schedules No.1, No.2 and No. 3 which shall be an integral part of these Terms of Use (“Terms”) are agreed to between Trueplay and you personally or entity you represent in cases where you are accessing the Services or using the Services on behalf of another individual, organization, or entity (“Entity”), that Entity (in either case, “you” or “your”).
Throughout these Terms, both Trueplay and Operator may be referred to individually as the Party and collectively as the Parties.
By agreeing to these Terms via “click through” or accessing or using any part of the Website or any Service or Content, you agree to enter into and be bound by these Terms. If you are entering into these Terms on behalf of an Entity, by agreeing to these Terms via “click through” or by accessing or using any of our Services or Content, you represent and warrant that you have authority to bind that Entity to these Terms. If you do not have such authority, or you shall not agree to be bound by these Terms, shall not agree to these terms via “click through” and shall not access or use any of our Services or Content. You agree that you shall be exclusively responsible and liable for any actions conducted without due authorization of an Entity and hold us harmless and indemnify us from any direct, indirect, incidental, special, or consequential damages, including but not limited to loss of profits, data, or goodwill, arising out of or in connection with accessing or using any of our Services on behalf of an Entity which did not granted respective authority and powers to you.
THESE TERMS CONTAIN AN ARBITRATION PROVISION, WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AND PROVISIONS THAT LIMIT AND/OR EXCLUDE OUR RESPONSIBILITY AND LIABILITY TO YOU. YOUR BREACH OF ANY PROVISION OF THESE TERMS MAY AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE SERVICES.
Our Website is for informational purposes only and does not constitute an offer to sell, a solicitation to buy, or a recommendation for any security, nor does it constitute an offer to provide investment advisory or other services by the Trueplay or any of its affiliates, subsidiaries, officers, directors or employees. Nothing in this Website shall be considered as solicitation or offer to make any investment, buy or sell any security or other financial instrument or to offer or provide any investment advice or service to any person in any jurisdiction. Nothing contained in the Website constitutes investment advice or offers any opinion with respect to the making any investment, and the information set forth on this Website should not be taken as advice to buy, sell or hold any investment and in particular any asset. In preparing the information contained in this Website, we have not taken into account the investment needs, objectives and financial circumstances of any particular person. This information has no regard to the specific investment objectives, financial situation and particular needs of any specific recipient of this information. All information is subject to possible correction. Information may quickly become unreliable for various reasons, including changes in market conditions or economic circumstances.
These Terms are effective upon the date you first access the Website or use of any Service or Content.
In this Terms capitalised terms and expressions shall have the meanings set forth below.
Admin Panel means a special panel in the Account of an Operator, which enables an Operator to manage its configurations, settings, content, and features and carry out oversight functions critical to functioning of the tokenized reward system and loyalty program powered by Trueplay.
Affiliates mean in respect of any person or legal entity, any entity that controls, is controlled by, or is under common control with such person or legal entity. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.
Content means the textual, aural, or visual content published on the Website or TRUEPLAY Widget or made available to you by Trueplay during the use of any Service.
DEX means a peer-to-peer marketplace where users can trade cryptocurrencies in a non-custodial manner without needing an intermediary to facilitate the transfer and custody of funds.
Distributed Ledger means a database that is consensually shared and synchronized according to a protocol by nodes participating to a peer-to-peer decentralized network. It allows transactions to have public “witnesses” who can access the recordings shared across that network and can each store an identical copy of it. Any changes or additions made to the ledger are reflected and copied to all nodes. One form of distributed ledger design is the blockchain, which can be either public, permissioned or private.
Earnings mean the amount of Tokens additionally accrued to Operator’s customers according to the requirements of Hold-to-Earn and Play-to-Earn programs. The value of the Earnings shall be calculated in USDT automatically based on USDT to Token exchange rate at the moment of each particular issue of Tokens.
Emission means the amount of Tokens defined as Earnings herein and any other amount of Tokens issued by an Operator by virtue of the Services provided by Trueplay, including but not limited to manual emission of the Tokens by an Operator.
Gaming Account means a user’s account created or otherwise registered on an Operator’s Site.
Hold-to-Earn means the process of locking (freezing) Tokens in TRUEPLAY Widget initiated at the user’s (player’s) sole discretion within any of the allowed period in order to get more Tokens as a reward.
Intellectual Property Rights mean patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Operator’s Site means a website of an Operator, where TRUEPLAY Widget is integrated, and through which Operator’s users gain access to the services of an Operator.
Pledged Amount means a total amount of USDT, which shall be equal to the value of the Tokens to be issued by an Operator by virtue of Trueplay Services rendered hereunder.
Rewards Base means the amount designated to cover an Emission, including Earnings of an Operator’s users as well as the fees due to Trueplay, which shall be equal to total percentage of gross gaming revenue of an Operator allocated to Play-to-Earn and Hold-to-Earn programs.
Tokens mean cryptographic tokens, which are software product (digital resources), issued by an Operator as means of tokenized solution to power an Operator’s reward system and loyalty program unless specifically mentioned otherwise.
Play-to-Earn means the verification and analysis of the gaming activity of a user of an Operator’s Site for the purpose of allocation of Tokens to such user thought TRUEPLAY Widget.
Promo Campaigns mean special promotional activities created and managed by an Operator, which enable Operator’s users to complete specific tasks aimed at attraction of new users to an Operator’s Site and to receive rewards in Tokens for successful fulfilment of tasks.
TRUEPLAY Widget means a relatively simple and easy-to-use software application made for integration into an Operator’s Site and further usage thereof by a user of an Operator’s Site for Play-to-Earn and Hold-to-Earn programs.
USDT means Tether, a blockchain-based cryptocurrency, which tokens in circulation are backed by an equivalent amount of Unites States Dollar.
Listing means successful listing of an Operator’s Token on any DEX.
Liquidity Pool means crowdsourced pool of crypto tokens locked in a Smart Contract that is used to facilitate trades between the assets on a DEX.
Smart Contract means a software code representing a digital token executed on a distributed peer-to-peer network.
We reserve the right to make any changes to these Terms or to Website or to any Service or Content at any time, with or without prior notice, subject to any applicable regulatory requirements, by making those modifications available to you on our Website or by providing notice to you as otherwise permitted herein. You are solely responsible for checking the Terms for any changes. Your continued use of the Website and any Service or Content following any such changes to the Terms or to any Service or Content constitutes your acceptance of those changes. If you do not agree with any changes, you may withhold your consent by not accessing our Website and any Service or Content. You agree that Trueplay and its Affiliates, including their respective directors, officers, members, employees and advisor will not be liable to you or to any third party for any modification of the Terms, Website, Services, or Content, suspension of your access to any Service or Content, or discontinuance of any Service or Content.
Trueplay makes no representations that the Webstie, any Service or Content is appropriate or available for use in any other jurisdictions besides the jurisdiction of Trueplay. Accessing Website, any Service or Content is prohibited from any locations where access to or use of the Website, any Service or Content are prohibited. Detection of the prohibiting regulations in respective jurisdictions shall be at your sole risk.
Subject to your compliance with the Terms, we will permit you to access and use the Website and the Services and Content made available to you through the Website solely for lawful purposes as permitted by the Terms and applicable laws and regulations.
TRUEPLAY Widget is provided solely for use in accessing and using the Services and Content. Subject to your compliance with the Terms, including each applicable Schedule, we will permit you to integrate, and operate TRUEPLAY Widget solely to access and use the Services and Content made available to you through that TRUEPLAY Widget for lawful purposes as permitted by the Terms and applicable laws and regulations. You may integrate TRUEPLAY Widget only on your own Operator’s Site for use in accordance with the Terms, including each Schedule hereto. Except as expressly set forth in these Terms, you are granted no licenses or other rights in or to any Intellectual Property Rights of Trueplay or related to the Website, any Service, Content or TRUEPLAY Widget, except for those necessary to duly use the Website, any Service or TRUEPLAY Widget as permitted herein. You agree not to use, modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit or utilize Website, any Service or TRUEPLAY Widget other than as expressly permitted in these Terms.
You may be able to access certain Services and Content through the Website and TRUEPLAY Widget. To access full scope of Services and Content you will be required to register an account (“Account”) with Trueplay, pass an onboarding procedure and satisfy certain other criteria. Approval of your request to establish an Account will be at the sole discretion of Trueplay. Each Account and the user identification and password for each Account (the “AccountIdentification”) is individual in nature. Each Account is for your individual use and each Account Identification may be used only by you alone. You shall not distribute or transfer your Account or Account Identification without our prior written permission, nor will you provide any third party with the right to access or use your Account or Account Identification. You shall ensure the security and confidentiality of your Account Identification and will notify Trueplay immediately if any Account Identification is lost, stolen, or otherwise compromised or if you are aware of any other breach of security involving your Account. To the fullest extent permissible by applicable laws, you are solely responsible for maintaining the appropriate antivirus software and other protections to prevent cyber-crimes and other identity theft.
You are solely responsible for all use of all Services and Content accessed through your Account. All transactions completed through your Account or under your Account Identification will be deemed to have been lawfully completed by you.
In connection with establishing an Account and onboarding process, you will be asked to submit certain information (“OnboardingInformation”). You agree that: (1) all Onboarding Information you provide will be current, complete, and accurate; and (2) you will promptly update your Onboarding Information to keep it current, complete, and accurate. We reserve the right to suspend or terminate your Account or provision of any Services to you if any Onboarding Information proves to be inaccurate, incomplete, or not up-to-date.
You may not: (a) select or use an Account Identification of another person or entity with the intent to impersonate that person; (b) use an Account Identification that Trueplay, in its sole discretion, deems offensive; (c) attempt to access another Operator’s Account without explicit permission; or (d) access your Account using a method other than the Website or TRUEPLAY Widget interface and instructions provided by us. In the event of any violation of these Terms, or as otherwise permitted herein, we may at our sole discretion suspend or terminate provision of any Services to you and your access to and use of the Website and TRUEPLAY Widget, including your Account, and all Content.
The Website, the Services and Content, and the databases, software, hardware and other technology used by or on behalf of Trueplay to operate and provide TRUEPLAY Widget and provide the Services and Content (collectively, the “Technology”), constitute valuable trade secrets of Trueplay and its suppliers and service providers. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in the Terms or otherwise attempt to gain unauthorized access to the Technology, accounts registered to others or the computers or networks utilized by the Technology, including but not limited to by circumventing or modifying, attempting to circumvent or modify or encouraging or assisting any other person to circumvent or modify any security, technology, device or software that is intended to restrict access to any part of the Technology; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology or do anything that promotes the violation of any applicable laws, regulations or these Terms; (3) alter, modify, reproduce, or create derivative works of the Technology; (4) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of your rights to access or use the Technology or otherwise make the Technology available to any third party; (5) institute, assist or become involved in any type of attack, including distribution of viruses, adware, Trojan horses, spyware, worms or other malicious code, denial of service attacks upon the Technology or other attempts to disrupt the Technology or any other person’s use or enjoyment of the Technology; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) interfere with us, the operation or hosting of the Technology; (8) monitor the availability, performance or functionality of the Technology; (9) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (10) frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) on the Website or TRUEPLAY Widget; (11) use any meta tags or any other hidden text utilizing our name or trademarks; (12) impersonate any person or entity, including Trueplay or third-party providers, or any employee, agent or representative thereof; (13) falsely state or otherwise misrepresent your affiliation with any person or entity; (14) use, facilitate, create or maintain any unauthorized connection to the Technology, including any connection using programs, tools or software not expressly provided by Trueplay or approved in writing by Trueplay; (15) collect data about the Technology, including the performance of vulnerability, load or similar testing of the Technology; (16) access the Technology for purposes of replicating or competing with Trueplay assisting a third party’s efforts to replicate or compete with the Trueplay and (17) make any automated use of the Technology use any automated scripts to collect information from or otherwise interact with the Technology or take any action that imposes or may impose (in Trueplay’s sole discretion) an unreasonable or disproportionately large load on Trueplay’s infrastructure.
Trueplay will provide you with all information necessary to use the Services either in these Terms or during the personal communication with Trueplay manager. You acknowledge that Trueplay is making the Services available through the Internet and that access to the Internet and the Services is dependent on numerous factors, technologies and systems, all of which are beyond control of Trueplay. You acknowledge and agree that Trueplay shall not be liable or responsible for any inability of your access to the Services due to blockchain and/or computer network issues. Trueplay will strive to provide the Services or repair any fault under its full control, as the case may be, in an appropriate and generally accepted manner using the resources available during working hours and business days. You acknowledge and agree that Trueplay may employ, delegate, engage, associate or contract with one or more affiliates, agents or service providers as Treplay may deem necessary or desirable to assist it in providing the Services or discharging its other obligations under these Terms provided that Trueplay shall be as responsible to an Operator for the acts and omissions of any such affiliates, agents or service providers as it is for its own acts and omissions under these Terms.
Trueplay provides Services which are private in nature. Access and use of the Services is limited to Operators which has duly completed an onboarding procedure and settled the respective fees (if applicable).
You are solely responsible for all information and the usage that it makes available via the Services. You agree that you shall not use the Services (1) in a manner that negatively affects other Operators or any third parties or interferes with or disrupts the Services or that could otherwise bring the Services into disrepute; (2) in any manner that intentionally or unintentionally violates any applicable law, regulation or sanctions. IT IS STRICTLY FORBIDDEN FOR PERSONS AND ENTITIES RESIDENT, REGISTERED, INCORPORATED OR PHYSICALLY PRESENT IN THE UNITED STATES OF AMERICA, CHINA AND ANY OTHER JURISDICTION WHERE THE SERVICES MAY CONTRADICT THE LOCAL OR INTERNATIONAL LAWS AND REGULATIONS TO ACCESS THE SERVICES.
You acknowledge and agree that any and all Intellectual Property Rights (including rights to TRUEPLAY Widget) owned as of the Effective Date or thereafter created by either Trueplay or Affiliates, shall not be transferred to you.
You further acknowledge and agree that the Intellectual Property Rights is the exclusive, valuable and confidential property of Trueplay. You acknowledge and agree that you shall not reverse engineer, copy, bug fix, correct, update, transfer, reproduce, republish, broadcast, create derivative works based on or otherwise modify, in any manner, all or any part of the Services, TRUEPLAY Widget or the Intellectual Property Rights. You further agree to keep, the Intellectual Property Rights confidential and not to transfer, rent, lease, loan, sell or distribute, directly or indirectly, all or any portion of the Services, TRUEPLAY Widget or the Intellectual Property Rights to any third party without the prior written consent of Trueplay.
You are hereby provided with non-exclusive, royalty-free license to integrate TRUEPLAY Widget into an Operator’s Site to the extent required for proper provision of the Services by Trueplay.
By accepting these Terms you agree and give legal permission to Trueplay to use or display your name, trademarks, logos or domains exclusively for promotional and marketing purposes on the Website or in other resources where Trueplay may conduct its promotional and marketing campaigns. Notwithstanding other provisions of these Terms, you hereby confirm that such use shall not in any case constitute an unauthorized use of your objects of Intellectual Property Rights, violation of your Intellectual Property Rights, unauthorized disclosure of Confidential Information (as defined herein) and that you shall not make any claims or demands to Trueplay in this regard.
Each Party that receives information (the “Receiving Party”) from the other Party (the “Disclosing Party”) agrees to use reasonable best efforts to protect all non-public information and know-how of the Disclosing Party that is either designated as proprietary or confidential or that, by the nature of the circumstances surrounding disclosure, ought in good faith to be treated as proprietary or confidential (“Confidential Information”) and in any event, to take precautions at least as great as those taken to protect its own Confidential Information of a similar nature.
The foregoing restrictions will not apply to any information that: (1) the Receiving Party can document it lawfully had in its possession prior to disclosure by the Disclosing Party, (2) was in or entered the public domain through no fault of the Receiving Party, (3) is disclosed to the Receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality, (4) is required to be disclosed by governmental or judicial order, requested in response to legal or governmental inquiries, or disclosed in connection with judicial or arbitral proceedings between the Parties, in which case the Party so requested shall give the other Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment or (5) the Receiving Party can document was independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party.
Trueplay undertakes to render the Services in a diligent and professional manner in accordance with applicable IT industry standards.
Trueplay uses commercially reasonable efforts to deliver the Services to the best satisfaction of an Operator and its users. Notwithstanding the aforementioned, an Operator agrees and acknowledges that Services are directly connected to the performance capabilities of respective blockchain, which is beyond Trueplay’s control. Further Operator acknowledges and agrees that Trueplay shall not be liable for any claims, demands, damages, losses, or expenses, including but not limited to direct, indirect, incidental, consequential, or punitive damages, arising out of or in connection with the use of the Services provided by Trueplay which due performance directly or indirectly is connected with blockchain technology. This includes, but is not limited to, any errors, omissions, delays, failures, interruptions, or disruptions in the operation or performance of the Services, or any loss or theft of data, Tokens, other digital tokens or assets stored on or accessed through the blockchain.
Trueplay conducts regular reviews of the Services quality to assess the performance of the Services and identify any areas for improvement. Trueplay may improve its Services in the course of rendering Services ensuring that Operator’s use of the Services is not interrupted or if interrupted ensuring the Operator is notified in advance in any reasonable manner.
Trueplay does not and will not collect or process any personal data of the Operator’s users in the course of rendering its Services. Trueplay acknowledges and agrees that it uses only impersonalized data of Operator’s users for the purpose of providing the Services which cannot be regarded as personal data under the applicable laws and regulations. Trueplay shall not be liable for any claims, damages, losses, or liabilities arising out of or in connection with the use or processing of such impersonalized data. Operator acknowledges that Trueplay takes appropriate measures to protect the confidentiality and security of data, but Trueplay shall not be responsible or liable for any unauthorized access, use, or disclosure of data which may occur in cases beyond the control of Trueplay.
Each Party represents and warrants to the other Party: (1) it is duly organised and validly existing under the laws of the jurisdiction in which it was formed or incorporated; and (2) it has full power and authority to enter into and perform its obligations hereunder.
Except as otherwise specifically provided in these Terms, the foregoing representations and warranties are the only representations and warranties given by Trueplay and all other representations and warranties, whether express or implied by statute or otherwise, are specifically excluded by Trueplay to the extent permitted by applicable law, including, without limitation, implied warranties of merchantability or fitness for a particular purpose.
Trueplay does not warrant the results of use of the Services, and an Operator assumes all risk and responsibility with respect thereto.
Trueplay also does not represent or warrant that the information on its Website or provided by Trueplay is accurate, complete or current.
Operator hereby represents and warrants to Trueplay that:
TRUEPLAY REPRESENTS AND WARRANTS TO YOU THAT IT SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE THE SERVICES WITHOUT INTRODUCING ERRORS OR OTHERWISE CORRUPTING ANY DATA SUBMITTED BY OPERATOR. OPERATOR ACKNOWLEDGES AND AGREES THAT EXCEPT AS SET FORTH IN THE PREVIOUS SENTENCE, THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE BLOCKCHAIN DATA AND THE INFORMATION CONTAINED THEREIN, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TRUEPLAY MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES WILL COMPLY WITH ANY OBLIGATIONS THAT OPERATOR MAY HAVE UNDER ANY APPLICABLE LAWS, RULES, REGULATIONS, OR SIMILAR OBLIGATIONS AND TRUEPLAY SHALL NOT HAVE ANY LIABILITY OR BE RESPONSIBLE FOR ANY DAMAGES, LIABILITIES, PENALTIES, LOSSES, COSTS, OUT-OF-POCKET COSTS OR EXPENSES (INCLUDING ATTORNEYS’ FEES), WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE OPERATOR’S COMPLIANCE WITH ANY OBLIGATIONS UNDER ANY APPLICABLE LAWS, RULES, REGULATIONS, OR SIMILAR OBLIGATION WITHOUT LIMITING THE FOREGOING, TRUEPLAY DOES NOT REPRESENT OR WARRANT THAT (1) THE SERVICES WILL BE ERROR FREE, UNINTERRUPTED OR AVAILABLE AT ALL TIMES; (2) THAT THE SERVICE WILL REMAIN COMPATIBLE WITH, OR OPERATE WITHOUT INTERRUPTION ON, ANY EQUIPMENT PROVIDED BY OPERATOR. OPERATOR ACKNOWLEDGES AND AGREES THAT TECHNICAL PROBLEMS MAY PREVENT TRUEPLAY FROM PROVIDING ALL OR ANY PART OF THE SERVICES AND EXCEPT AS SET FORTH IN THE FIRST SENTENCE OF THIS SECTION, TRUEPLAY MAKES NO WARRANTIES AND OPERATOR RECEIVES NO WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING OR RELATING TO THE SERVICES AND TRUEPLAY HEREBY SPECIFICALLY DISCLAIMS, OVERRIDES AND EXCLUDES. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER WARRANTIES, CONDITIONS, OTHER CONTRACTUAL TERMS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY TRUEPLAY OR ANY OF ITS AGENTS OR AFFILIATES OR OTHERWISE (INCLUDING BUT NOT LIMITED TO, AS TO TITLE, SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, UNINTERRUPTED USE, NONINFRINGEMENT, TIMELINESS, TRUTHFULNESS, SEQUENCE AND ANY IMPLIED WARRANTIES, CONDITIONS AND OTHER CONTRACTUAL TERMS ARISING FROM TRANSACTION USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE).
NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, TRUEPLAY WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, AND / OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS. SPECIFICALLY, TRUEPLAY WILL NOT BE LIABLE FOR OPERATOR’S LOSSES ARISING FROM THE USE OF THE SERVICES IN CASE THEY OCCUR. IN NO EVENT WILL TRUEPLAY’S AGGREGATE LIABILITY UNDER THESE TERMS, WHETHER BASED IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE EXCEED THE TOTAL FEES PAID TO TRUEPLAY BY A PARTICULAR OPERATOR HEREUNDER DURING THE PERIOD SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
By passing the onboarding procedure Operator acknowledges and agree that it shall strictly comply with the obligations imposed on Operator in accordance with any provisions of these Terms and, inter alia, Operator shall ensure that:
Operator shall be responsible for payment of all taxes, fees and surcharges, however designated, imposed on or based upon the use of the Services and rewards obtained by Operator’s users by the use of Services.
Neither Trueplay nor any of its agents, Affiliates shall provide any advice or guidance with respect to the tax obligations of an Operator. Operator is encouraged to seek advice from its own tax advisor to discuss the potential tax consequences of accepting these Terms.
These Terms and any dispute arising out of or in connection with these Terms (the “Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of these Terms, by and under the substantive law of England.
Any Dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration’ Rules, which Rules are deemed to be incorporated by reference into this clause.
The number of arbitrators shall be one.
The seat, or legal place, of arbitration shall be London, United Kingdom.
The language to be used in the arbitral proceedings shall be English.
The governing law of the Terms shall be the substantive law of England.
No Waiver. The failure by either Party to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision. Neither Party will be deemed to have waived any rights or remedies hereunder unless such waiver is in writing and signed by a duly authorized representative of the Party against which such waiver is asserted.
No Claims. Operator undertakes not to make, and not to permit any Operator’s Affiliates to make, any claim or demand, or commence any action asserting any claim or demand against Trueplay or any Trueplay’s Affiliates, or any other person related to Trueplay in respect of any provision of these Terms or any other legal relations which might arise in connection with these Terms.
Severability. Each provision of these Terms is severable and distinct from the others and, if any provision is or at any time becomes to any extent or in any circumstances invalid, illegal or unenforceable for any reason, it shall to that extent or in those circumstances, be deemed not to form part of these Terms, the validity, legality and enforceability of that and all other provisions of these Terms, shall not be affected or impaired, it being the Parties intention that every provision of these Terms shall be and remain valid and enforceable to the fullest extent permitted by law.
Notices. Except as otherwise expressly provided herein, all notices, approvals, consents and other communications required or permitted under these Terms will be invalid unless made in writing and given via mail, fax, email, authorized by each Party as mail address, fax or email «for notices» either in these Terms in any other correspondence circulated between Parties, including in the e-mails, messengers or other means of communication used by the Parties.
The emails of Trueplay to be used for the communications hereunder are as follows:
Assignment. No rights or obligations arising under these Terms may be assigned, transferred, or otherwise disposed of by Operator without the prior written consent of Trueplay. Any attempt to do so is void. However, rights and obligations under these Terms may be transferred, assigned and/or otherwise disposed of by Trueplay without prior written consent of Operator, in which case Trueplay shall be only responsible for amending these Terms on its Website respectively.
Indemnification by Operator. Operator shall defend, indemnify and hold harmless Trueplay, its Affiliates and their respective officers, directors, employees and agents against any and all losses, damages, liabilities, claims, costs and expenses, including reasonable attorneys’ fees, arising out of or in connections with any breach of Operator’s representations, warranties or obligations set forth in these Terms.
Force Major. Neither Party will be liable for any losses arising out of the delay or interruption of its performance of obligations under these Terms due to an acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications, utility, Internet services or network provider services, acts or omissions of a third party or any other occurrences which are beyond such Parties’ reasonable control.
Entire Agreement. These Terms contain (i) the entire agreement and understanding between an Operator and Trueplay relating to the performance of works (rendering services), and the terms and conditions of these Terms shall not be varied otherwise than by incorporated into them on the Website; and (ii) supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties, letters of intent, term sheets and arrangements of any nature, whether in writing or oral, relating to the subject matter of these Terms between an Operator and Trueplay.
The Parties may agree to enter into a separate contracts on an individual basis which would regulate additional aspects of the provision of Services or would supersede these Terms, in which case such Operator may not be bound by certain provisions of these Terms.
English language controls. All documents under these Terms will be in English or, if not in English, will be accompanied by a certified English translation.
Partnership and Joint Venture Excluded. Nothing in these Terms shall create a relationship between the Parties of partnership or joint venture.
Schedule No. 1
TRUEPLAY SERVICES
This Schedule No. 1 is aimed at detailed description of the Services, which may be rendered to you (hereinafter – “Operator”), setting forth Fees and Payments charged by Trueplay and other aspects connected with the provision of Services. This Schedule No. 1 shall constitute and be read as an integral part of the Terms.
The Service does not include issue of any Tokens by Trueplay on its own behalf. All Tokens issued through the Service shall be considered as the Tokens issued by an Operator by means of tokenization technology provided by Trueplay.
Trueplay shall perform only those duties and obligations that are specifically set forth in these Terms, and no implied duties and obligations shall be borne by Trueplay. Trueplay does not act as financial, investment or legal advisor. An Operator agrees that any Tokens issued by means of the Service shall not be treated or presented to Operator’s users as any kind of investment, securities, tokenized securities or ledger-based securities. Further an Operator understands and acknowledges that as the issuer of the Tokens an Operator shall be responsible and liable for obtaining any regulatory permits, licenses, certificates or any other permissions from the state authorities in respective jurisdictions as well as conducting all the necessary legal and corporate works and executing documents which may be required by the applicable laws in connection with the issue of the Tokens.
For the avoidance of doubt, an Operator understands and acknowledges that Trueplay shall not be considered as “issuer” and does not offer “issuance” services within the meaning of the Markets in Financial Instruments EU Directive II (MiFID II), the UK Financial Services and Markets Act 2000 (FSMA) (Regulated Activities) Order 2001, the UK Electronic Money Regulations 2011, the United States Securities Act of 1933, the Securities Exchange Act of 1934, the Swiss Financial Services Act (FinSA) 2018 or any other applicable acts in any equivalent jurisdictions.
Play-to-Earn program is a technology service used by an Operator at its own risk and to its own due diligence and shall not be in any way considered as an investment service.
Play-to-Earn accruals and distributions in favour of an Operator’s users shall be calculated and made at the expense of Rewards Base by applying wagers to gaming activities displayed in the Admin Panel. At any time, Rewards Base shall be up to 15% of gross gaming revenue of an Operator.
Statistics on Play-to-Earn accruals are available in the Admin Panel of an Operator.
Hold-to-Earn program is a technology service used by an Operator at its own risk and to its own due diligence and shall not be in any way considered as an investment service or profits generating or Operator’s profits sharing service.
Hold-to-Earn accruals and distributions in favour of an Operator’s users shall be calculated and made at the expense of Rewards Base, which at any time shall be up to 15% of gross gaming revenue of an Operator.
Statistics on Hold-to-Earn accruals are available in the Admin Panel of an Operator.
Operator agrees and acknowledges that creation and management of Promo Campaigns shall be at an Operator’s risk and to its own due diligence. An Operator shall do its own research and be exclusively and fully liable and responsible for any Promo Campaigns conducted within the jurisdictions where such Promo Campaigns may be not allowed and prohibited by the applicable laws and regulations.
Statistics on Promo Campaigns are available in the Admin Panel of an Operator.
Operator agrees and understands that Trueplay may create and manage blockchain addresses for an Operator and its users only for the purposes of provision of the Services hereunder. Trueplay does not provide any custodial services to any third parties separately from other Services listed herein.
The tariff plans could be found in section “Pricing” on the Website.
If Operator does not fulfil its obligations foreseen by subclauses 5.3.1 – 5.3.3 for any reason, Trueplay shall be entitled, at the Trueplay’s sole discretion, to settle respective obligations at the expense of the Pledged Amount, Tokens and/or other digital assets owned by an Operator, which might be controlled by Trueplay for any reason in the course of fulfilment of these Terms, and Operator hereby fully authorizes Trueplay for any actions which might be performed by Trueplay for such purposes.
Schedule No. 2
TERMS AND CONDITIONS TEMPLATE
[∙] Token Terms and Conditions
Last updated: [∙]
These Terms and Conditions (the “Terms” or “Agreement“) contain the terms and conditions that govern your access to and your use of (i) TRUEPLAY Widget (as these terms defined below), and (ii) the Services (as this term defined below) provided by us as the Operator (also “we“, “us” or “our“) through TRUEPLAY Widget developed for the mentioned purpose by TRUEPLAY.
These Terms and Conditions is an agreement between us as the Operator and you as our customer (“you“).
Please read these Terms carefully before using TRUEPLAY Widget and the Services available through TRUEPLAY Widget. By using TRUEPLAY Widget and the Services provided through TRUEPLAY Widget, you accept these Terms in full and agree to be bound thereby and comply therewith.
These Terms are effective at the time you begin using TRUEPLAY Widget and the Services (the “Effective Date“).
Article 1. Definitions
Blockchain shall mean type of distributed ledger, comprised of unchangeable, digitally recorded, data in packages called blocks.
Gaming Account shall mean your account created or otherwise registered on the Operator’s Site.
Operator shall mean operator of the Operator’s Site.
Operator’s Site shall mean [∙].
Services shall mean any and all services provided or made available to you by us as the Operator through TRUEPLAY Widget, including Play-to-Earn, Hold-to-Earn etc.
Tokens shall mean cryptographic tokens, which are software product (digital resources), issued by Operator as means of tokenized solution to power the Operator’s reward system and loyalty program marked with [•] symbol unless specifically mentioned otherwise.
Play-to-earn shall mean the process in which your gaming activity, as a player on the Operator’s Site, is verified and analyzed for the purpose of allocation of Tokens to your TRUEPLAY Widget account.
TRUEPLAY Widget shall mean a relatively simple and easy-to-use software application made by TRUEPLAY for integration into the Operator’s Site and further usage thereof by you as (1) a user of the Operator’s Site AND (2) as a user of the Operator’s Services available through TRUEPLAY Widget, on terms and conditions of these Terms.
Hold-to-Earn means the process of locking (freezing) Tokens in TRUEPLAY Widget initiated at the user’s (player’s) sole discretion within any of the allowed period in order to get more Tokens as a reward.
Article 2. Use of Services
2.1. You may access and use the Services in accordance with this Agreement. You agree to comply with the terms of this Agreement and all laws, rules and regulations applicable to your use of the Services, TRUEPLAY Widget or Tokens.
2.2. Services are accessed through TRUEPLAY Widget unless otherwise agreed in writing or otherwise offered by us as the Operator.
2.3. Most of our Services regulated by these Terms are designed to be used through TRUEPLAY Widget. Inter alia, the tools in the TRUEPLAY Widget allows you to participate in Hold-to-earn and Play-to-earn.
2.4. In certain Services, third-party content may be used by you at your discretion. Third-party content is governed by this Agreement and, if applicable, separate terms and conditions accompanying such third-party content, which terms and conditions may include separate rules, regulations, fees and charges.
2.5. When you use our Services, you may also be using the services of one or more third parties. Your use of these third party services may be subject to the separate policies, terms of use, and fees of these third parties.
2.6. TRUEPLAY Widget.
2.6.1. TRUEPLAY Widget account. To use TRUEPLAY Widget, you need to create the Gaming Account and to be logged into it on the Operator’s Site. Once you have done it, your TRUEPLAY Widget account will be created automatically.
Any balance in Tokens reflected in your TRUEPLAY Widget account reflects your balance with us as the Operator available through TRUEPLAY Widget only. The balance of your Gaming Account reflects your balance with us in fiat/crypto currency in which your Gaming account is denominated.
2.6.1.1. To top-up your TRUEPLAY Widget account you can use any method made available and shown in the interface of TRUEPLAY Widget.
2.6.1.2. To withdraw the balance from your TRUEPLAY Widget account you can use any method available and shown in the interface of TRUEPLAY Widget.
2.6.1.3. The available balance of your TRUEPLAY Widget account may be used for any purpose or transaction made available through TRUEPLAY Widget.
2.6.1.4. You cannot close your TRUEPLAY Widget account before (i) you withdraw the balance of your TRUEPLAY Widget account in full and (ii) your Gaming Account is closed.
2.6.1.5. Subject to Sub-Clause 2.6.1.4 hereof, we will close your TRUEPLAY Widget account immediately after closure of your Gaming Account.
2.6.2. Play-to-earn. When your Gaming Account is created on the Operator’s Site, all you need to start Play-to-earn is to make wager, bets or otherwise participate in games made available to you by us provided, however, that you wagering and betting real money (not in “play for free”, “play for fun” or any similar mode). The more you wager and bet, the more Tokens you get in result of Play-to-earn.
2.6.2.1. By default, Play-to-earn is enabled when you create the Gaming Account and you start using Play-to-earn from the very beginning of your playing, wagering and betting on the Operator’s Site.
2.6.2.2. We will allocate the respective amount of Tokens considering applicable Play-to-earn rate(s), and the total amount of your wager and bets that have already been done at the time of allocation.
2.6.2.3. Tokens earned by you in the course of Play-to-earn will be credited to your TRUEPLAY Widget account in accordance with the terms and conditions of Play-to-earn applicable at the time respective wagers and bets are made.
2.6.3. Hold-to-earn. In order to start Hold-to-earn, please choose available Hold-to-earn period, which is shown in the TRUEPLAY Widget, choose the amount of Tokens you want to put into Hold-to-earn and push the ”HOLD” button. Please note that we may set a minimum amount of Tokens you may put into Hold-to-earn using the TRUEPLAY Widget. Thus, make sure that you have sufficient amount of Tokens on your TRUEPLAY Widget account.
2.6.3.1. Once Hold-to-earn is started, you may see two balances in your TRUEPLAY Widget account. One balance shows your Tokens put into Hold-to-earn, which are frozen until the end of the Hold-to-earn period. Another balance shows your Tokens which are not put into Hold-to-earn and may be controlled and managed by you as the TRUEPLAY Widget functionality allows.
2.6.3.2. Immediately after the end of Hold-to-earn period(s) chosen by you, we will release (unfreeze) the respective amount(s) of Tokens and transfer your earnings in Tokens from Hold-to-earn to your TRUEPLAY Widget account.
2.6.3.3. Tokens which are on your TRUEPLAY Widget account and were not frozen may:
2.6.3.4. For information purposes only, balance of Tokens on your TRUEPLAY Widget account may be reflected in any other fiat or cryptocurrency. For the mentioned purposes, we may use either our fixed exchange rate or any external source of conversion (swap) rates (e.g. https://currencylayer.com/ etc.).
2.7. Eligibility. To be eligible to enter into this Agreement and to use TRUEPLAY Widget and the Services provided through TRUEPLAY Widget, you must be at least 18 years old, have capacity to enter into legally binding contracts and reside in a country in which the relevant Services are accessible.
2.8. Restricted Jurisdictions. We support residents of more than 160 countries, but unfortunately, there are a few regions we have not rolled out support for yet. If you are a resident of one of the following countries: Australia, Curacao, France, Netherlands and the United States of America (the “Restricted Jurisdictions“), you will have no AND you shall not access to and/or use our Services and TRUEPLAY Widget.
2.9. Sanctioned Countries & Persons. Your use of the Services and TRUEPLAY Widget is subject to international export controls and economic sanctions requirements. By accessing and using TRUEPLAY Widget and the Services, you agree that you will comply with those requirements.
You shall not access to and/or use TRUEPLAY Widget and our Services if you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo, UN sanctions, the European Union or HM Treasury’s financial sanctions regimes (each a “Sanctioned Country“), or if you are a person on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List, or the EU or HM Treasury’s financial sanctions regime (a “Sanctioned Person“).
2.10. By using our Services, TRUEPLAY Widget or Token(-s), you covenant, represent, and warrant that:
2.11. You shall not use the Services, TRUEPLAY Widget and/or Token(-s) if you are prohibited under the applicable law from using it. Any user that is in any manner limited or prohibited from the purchase, possession, transfer, use or other transaction involving any amount of Tokens under the applicable law should not access our Services, TRUEPLAY Widget or Token(-s), and is prohibited from accessing, referencing, engaging, or otherwise using our Services, TRUEPLAY Widget and/or Token(-s).
Article 3. Changes and Modifications
3.1. We may change or discontinue any or all of the Services or change or remove functionality of any or all of the Services from time to time. We will notify you of any material change to or discontinuation of the Services. For any discontinuation of or material change to a Service, we will use commercially reasonable efforts to continue supporting the previous version of the Service for one (1) month after the change or discontinuation (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) would cause us to violate the law or requests of governmental entities).
3.2. We reserve the right, at our sole discretion, to modify or replace any part of this Agreement (including any policies) at any time. Such modification shall take effect immediately upon the new version of these Agreement is published on the Operator’s Site. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes.
Article 4. Conduct and Obligations
4.1. In connection with your use of the Services, TRUEPLAY Widget or Token(-s), you will not:
4.2. Except to the extent caused by our breach of this Agreement, you are responsible for all activities that occur under your TRUEPLAY Widget account and your use of our Services, regardless of whether the activities are authorized by you or undertaken by you, and we and our affiliates are not responsible for unauthorized access to your TRUEPLAY Widget account.
4.3. You are responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect and backup your accounts and content in a manner that will provide appropriate security and protection, which might include use of encryption.
Article 5. Taxes
5.1. The purchase price paid for or consideration for acquisition of Tokens or any accruals of Tokens in accordance with Hold-to-earn and/or Play-to-earn programs are exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase or acquisition of Tokens, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase or acquisition of Tokens.
Article 6. Disclaimer of Warranties and Limitation of Liability
6.1. THE SERVICES, TRUEPLAY WIDGET AND TOKENS ARE PROVIDED ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. YOU ASSUME ALL RESPONSIBILITY AND RISK WITH RESPECT TO YOUR USE OF THE SERVICES, TRUEPLAY WIDGET AND TOKENS, AS WELL AS WITH RESPECT TO BUYING OR ACQUIRING OF TOKENS IN ANY AMOUNT AND THEIR USE.
6.2. YOU HEREBY EXPRESSLY AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, WE DO NOT ACCEPT ANY LIABILITY FOR ANY DAMAGE OR LOSS, INCLUDING LOSS OF BUSINESS, REVENUE, OR PROFITS, OR LOSS OF OR DAMAGE TO DATA, EQUIPMENT, OR SOFTWARE (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR OTHERWISE), RESULTING FROM ANY USE OF, OR INABILITY TO USE, OUR SERVICES, TRUEPLAY WIDGET, TOKENS OR ANY MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES OR CONTENT ON OR RELATED TO OUR SERVICES, TRUEPLAY WIDGET OR FROM ACQUIRING AND/OR RECEIVING OF TOKENS, REGARDLESS OF THE BASIS UPON WHICH THE LIABILITY IS CLAIMED AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
6.3. YOU UNDERSTAND AND AGREE THAT WE SHALL NOT BE HELD LIABLE TO AND SHALL NOT ACCEPT ANY LIABILITY, OBLIGATION OR RESPONSIBILITY WHATSOEVER FOR ANY CHANGE OF THE VALUE OF TOKENS OR ANY OTHER CRYPTO ASSET AND/OR DIGITAL ASSET AND/OR BETA-TOKENS. TO THE EXTENT ALLOWABLE PURSUANT TO APPLICABLE LAW OR REGULATION, THE PURCHASE OR ACQUISITION OF TOKENS BY THE BUYER OR ACQUIRER IS FINAL, AND THUS THERE ARE NO REFUNDS AND/OR CANCELLATIONS. YOU UNDERSTAND AND EXPRESSLY AGREE THAT WE SHALL NOT GUARANTY IN ANY WAY THAT TOKENS MIGHT BE SOLD OR TRANSFERRED DURING OR AFTER THE TOKEN SALE.
6.4. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. YOU UNDERSTAND AND AGREE THAT IT IS YOUR OBLIGATION TO ENSURE COMPLIANCE WITH ANY LEGISLATION RELEVANT TO YOUR COUNTRY OF DOMICILE CONCERNING USE OF SERVICES, TRUEPLAY WIDGET AND BUYING, ACQUIRING OR OTHERWISE RECEIVING TOKENS, AND THAT WE SHOULD NOT ACCEPT ANY LIABILITY FOR ANY ILLEGAL OR UNAUTHORIZED USE OF SERVICES OR TRUEPLAY WIDGET AND FOR BUYING, ACQUIRING OR OTHERWISE RECEIVING TOKENS. YOU AGREE TO BE SOLELY RESPONSIBLE FOR ANY APPLICABLE TAXES IMPOSED ON TOKENS PURCHASED OR ACQUIRED.
6.5. WE DO NOT WARRANT OR REPRESENT THAT ANY INFORMATION ON TRUEPLAY WIDGET IS ACCURATE OR RELIABLE OR THAT TRUEPLAY WIDGET WILL BE FREE OF ERRORS OR VIRUSES, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Article 7. Applicable Law and Dispute Resolution
7.1. This Agreement, its interpretation and any contractual or non-contractual obligations arising from or connected with this Agreement shall be governed by, and construed in accordance with, the laws of the Republic of Seychelles.
7.2. You irrevocably and unconditionally agree that any legal action or proceedings in connection with this Agreement may be brought in the courts of the Republic of Seychelles, which shall have jurisdiction to settle any disputes arising out of or in connection with this Agreement AND submit to the jurisdiction of the courts of the Republic of Seychelles to settle any matter or dispute arising out of or connected with this Agreement.
Article 8. Term, Termination and Suspension
8.1. The term of this Agreement will commence on the Effective Date and will remain in effect for an indefinite period unless terminated.
8.2. Notwithstanding anything contained in these Terms, we reserve the right, without notice and at our sole discretion, to terminate these Terms or suspend your right to access the Services. You may terminate these Terms without notice by discontinuing use of the Services. All rights and licenses granted to you under these Terms will be immediately revoked upon our termination of these Terms or our suspension of your access to the Services.
8.3. We may suspend your right to access or use any portion or all of the Services and/or TRUEPLAY Widget immediately if:
Article 9. Proprietary Rights
9.1. Depending on the Service, you may share your content with us. We obtain no rights under this Agreement from you (including from your licensees and/or licensors) to your content. You consent to our use of your content to provide the Services to you.
9.2. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to do the following:
You obtain no rights under this Agreement from us, our affiliates, licensees and/or our licensors to the Services and TRUEPLAY Widget, including any related intellectual property rights.
9.3. Neither you nor any other user will use the Services and/or TRUEPLAY Widget in any manner or for any purpose other than as expressly permitted by this Agreement. Except as expressly authorized, neither you nor any other user will, or will attempt to:
You will not use our trademarks unless you obtain our prior written consent. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.
9.4. You acknowledge and agree that any materials, including but not limited to questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, regarding the Services and/or TRUEPLAY Widget (collectively, “Feedback“) that are provided by you, whether by email or otherwise, are non-confidential and will become our sole property. We will own exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
Article 10. Miscellaneous
10.1. Buy-back of Tokens. If it is expected that provision of Services to you shall be terminated for any reason (including at our sole discretion), we shall facilitate that Tokens held by you through TRUEPLAY Widget, including current accruals from Hold-to-earn and/or Play-to-earn programs, shall be purchased by us from you at the reasonable rate that will be defined at our sole discretion and you hereby agree with such purchase (buy-back) of Tokens from you at any exchange rate which shall be applied for such purchase (buy-back) of Tokens.
10.2. Data Processing. The transmission of data or information (including communications by e-mail) over the Internet or other publicly accessible networks is not one hundred percent secure, and is subject to possible loss, interception, or alteration while in transit. Accordingly, we do not assume any liability, without limitation, for any damage you may experience or costs you may incur as a result of any transmissions over the Internet or other publicly accessible networks, including but not limited to transmissions involving the Operator’s site or e-mail with us containing your personal information. While we will take commercially reasonable efforts to safeguard the privacy of the information provided to us (if any) and will treat such information in accordance with our Privacy Policy, in no event will the information provided to us be deemed to be confidential, create any fiduciary obligations for us, or result in any liability for us in the event that such information is negligently released by us or accessed by third parties without our consent.
10.3. External Sites. We make no representations whatsoever about any external or third-party websites you may access through TRUEPLAY Widget and/or as a result of the Services provided by us to you. Occasionally, the Operator’s site and/or TRUEPLAY Widget may provide references or links to other websites (“External Websites“). We do not control these External Websites or third-party websites or any of the content contained therein. You agree that we are in no way responsible or liable for the External Websites referenced or linked from the Operator’s site and/or TRUEPLAY Widget, including, but not limited to, website content, policies, failures, promotions, products, opinions, advices, statements, prices, activities and advertisements, services or actions and/or any damages, losses, failures or problems caused by, related to, or arising from those websites. You shall bear all risks associated with the use of such external content and External Websites. External Websites have separate and independent terms of use and related policies. We request that you review the policies, rules, terms and regulations of each External Website that you visit. It is up to you to take precautions to ensure that whatever you select for your use is free of items such as viruses, worms, Trojan horses and other items of a destructive nature.
10.4. Entire Agreement. These Terms is intended to fully reflect the terms of the original agreement between us and you. No provision of these Terms shall be considered waived unless otherwise expressly established hereby or agreed by us and you in writing. No waiver of any provision in these Terms, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of these Terms will not in any way affect, limit, or waive a party’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof.
10.5. Severability. If any term, provision, covenant or restriction of these Terms is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
10.6. Assignment. We reserve the right to assign or otherwise lawfully transfer this Agreement. You will not have the right to assign or otherwise transfer this Agreement without our prior written consent. You shall not assign the Agreement in any manner without our prior written consent and any purported assignment in contravention of this clause 10.6 shall be null and void.
We may assign this Agreement with you to any of our affiliates or to a third party. By accepting these Terms and entering the Agreement, you irrevocably consent for the above-mentioned assignment and/or transfer, including for the transfer of your data and other information in the course of such assignment.
10.7. English Language Controls. These Terms might be published in a number of languages for information purposes and ease of reference. It is only the English version that is the legal basis of the relationship between you and us and in case of any discrepancy between a non-English version and the English version of these Terms, the English version shall always prevail.
10.8. Indemnification. To the extent allowable pursuant to applicable law, you shall indemnify, defend, and hold us and/or our subsidiaries, affiliates, directors, officers, employees, agents, successors, and permitted assignees harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against us arising out of your breach of any warranty, representation, or obligation hereunder. You expressly waive any rights you may have under the applicable law as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims, which you may know or suspect to exist in your favor at the time of agreeing to this indemnification.
10.9. Force Majeure. Neither party nor their respective affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond such party’s reasonable control, including but not limited to acts of God, utilities or other telecommunications failures, cyber attacks, earthquake, storms or other elements of nature, pandemics, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
10.10. Notices. You may send any questions regarding the use of the Services, TRUEPLAY Widget and Tokens or regarding these Terms via e-mail at [∙].
Schedule No.3
PRIVACY POLICY TEMPLATE
Privacy Policy
Last updated: [∙]
This Privacy Policy explains how information is collected, used and disclosed by [∙] (also “Company“, “we“, “us” or “our“), when you access or use TRUEPLAY Widget and/or the Services provided to you by us through TRUEPLAY Widget, or when you otherwise interact with the Company, including through its website [∙] (also “Website“).
Unless specifically stated otherwise in this Privacy Policy, all capitalized terms shall have the meaning ascribed to them in the [∙] Token Terms and Conditions.
Article 1. Collection of Information
Information You Provide to Us. We may collect information you provide directly to us. For example, we collect information you provide when you subscribe to our updates, respond to a survey, fill out any form, request customer support or communicate with us. The types of information we may collect include your ERC-20 or any other address, email address, survey responses and any other information you choose to provide.
If you use our Website, our third-party service provider may collect your payment method information for use in connection with your payments for storage.
Information We Collect Automatically. When you use our Services, we automatically collect information from your devices. For example, we may collect:
Our use of cookies and other technologies may allow us and third parties to collect information about your browsing activities over time and across different websites following your use of our Services.
Information We Collect from Other Sources. We may also receive information about you from other sources, such as when logging into your Website account by using your account credentials for a separate third-party service. We will receive information from that service as indicated in the relevant third party’s authorization screen.
Article 2. Use of Information
We may use information about you for various purposes, including to:
Communicate with you about products, services, promotions, events and other news and information we think will be of interest to you;
Article 3. Sharing Information
We may share personal information with others as follows:
We may also share aggregated or de-identified information, which cannot reasonably be used to identify you.
Article 4. Correct/update/delete information
You have right to access to your personal information and to require the correction, updating or deletion of incorrect or/and inaccurate data. For this, you need to contact us through the following email − [∙]. Nevertheless, this request must comply with [∙] Token Terms and Conditions (available at [∙]) and legal obligations. Upon receipt of your request, we will provide you with the personal information that we collect and store about you and general disclosure of your personal information.
Article 5. Retain of information
In accordance with applicable laws and as needed to provide Services to you, we may hold your personal information. This requirement is conditioned by the need of complying with legal obligations and resolving possible disputes. We may retain your personal information so long as your TRUEPLAY Widget account is active. Moreover, your information may be held beyond the abovementioned period till it is indispensable for us to have relevant information to respond to any issues that may arise later.
Article 6. Analytics Services Provided by Others
We may allow others to provide analytics services on our behalf in connection with our Services. These entities may use cookies and other technologies to collect information about your use of the Services and other websites and apps, including your IP address, web browser, pages views, app performance, time spent on pages and links clicked. This information may be used by Company and others to, among other things, analyze and track data, determine the popularity of certain content and better understand your online activity.
Article 7. Transfer of Information to [•] and Other Countries
Company is based in [∙] and the information we collect is governed by [∙] law. By accessing or using TRUEPLAY Widget and the Services provided through TRUEPLAY Widget or otherwise providing information to us, you consent to the processing and transfer of information in and to [∙] and other countries, where you may not have the same rights as you do under local law. Where this is the case, we will take appropriate measures to protect information about you in accordance with this Privacy Policy.
Article 8. Security
We use relevant electronic and procedural safeguards to protect the privacy of the information you provide to Company from loss, misuse, disclosure, alteration and destruction. Please note that transmission of data or information (including communications by e-mail) over the Internet or other publicly accessible networks is not one hundred percent secure. Please note that we are not liable for the security of any data you are transmitting over the Internet, or third party content.
Article 9. Changes and Assignment
We may change this Privacy Policy from time to time. If we make changes, we will notify you by revising the date at the top of the Privacy Policy and, in some cases, we may provide additional notice (such as adding a statement to our webpage or sending a notification).
We encourage you to periodically check this page for the latest information on our Privacy Policy.
We may assign our rights and obligations under this Privacy Policy without any prior approval from your side by way of either updating this Privacy Policy or sending you respective notification about such assignment, which shall be made within a reasonable time following such assignment.