These Terms (“Terms”) constitute a legally binding agreement, whether personally or on behalf of an entity (“you” or the “user”) and EX Interactive Gaming FZ LLC, a company incorporated in United Arab Emirates with license no. and with its registered address at EX Interactive Gaming FZ LLC, TwoFour54, Abu Dhabi, United Arab Emirates (“Company”, “us”, “we” or “our”).
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE APP, THE SMART CONTRACTS, OR THE SITE.
Ex Sports is a distributed App that runs on the Ethereum / Polygon network, using specially-developed smart contracts (each, a “Smart Contract”) to enable users to buy, trade and sell digital sports collectibles featuring real athletes ("Collectibles") on the Ex Sports website at https://marketplace.ex-sports.io/ ("Site"). The Smart Contracts, the Site and the Software are collectively referred to in these Terms as the “App”. Using the App, users can view their Collectibles and use the Smart Contracts to buy, trade and sell the Collectibles with other App users.
For the purposes of this Section 6, the following capitalized terms will have the following meanings:
“Image” means any name, face, photograph, picture, depiction, figure, painting, portrait, drawing, sketch, representation, signature, likeness, attributes and/or biographical material that may be associated with a Collectible, Product, Service or the App featuring the athlete.
“Extensions” means third party designs that: (i) are intended for use as extensions or overlays to the Image, (ii) do not modify the underlying Image, and (iii) can be removed at any time without affecting the underlying Image.
“Own” means, with respect to a Collectible, a Collectible that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.
“Purchased Collectible” means a Collectible that you Own.
“Third Party IP” means any third party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
Subject to your continued compliance with these Terms, Company grants you a worldwide, non-exclusive, non-transferable, non-assignable, royalty-free, personal and limited license to use, copy, and display the Image for your Purchased Collectibles, along with any Extensions that you choose to create or use, solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase, sale, trade, donation, gift, transfer or disposal of your Purchased Collectible, provided that the marketplace cryptographically verifies each Collectible owner’s rights to display the Image for their Purchased Collectible to ensure that only the actual owner can display the Image; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your Purchased Collectible, provided that the website/application cryptographically verifies each Collectible owner’s rights to display the Image for their Purchased Collectible to ensure that only the actual owner can display the Image, and provided that the Image is no longer visible once the owner of the Purchased Collectible leaves the website/application. All rights not expressly granted to you are reserved by the Company and its licensors.
You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without Company’s express prior written consent in each case: (i) modify the Image for your Purchased Collectible in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes (your use of Extensions will not constitute a prohibited modification hereunder); (ii) use the Image for your Purchased Collectible to advertise, market, or sell any third party product or service; (iii) use the Image for your Purchased Collectible in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) use the Image for your Purchased Collectible in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms or solely for your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Image for your Purchased Collectible; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Image for your Purchased Collectible; or (vii) otherwise utilize the Image for your Purchased Collectible for your or any third party’s commercial benefit. To the extent that Image associated with your Purchased Collectible contains Third Party IP (e.g., licensed intellectual property from a celebrity, athlete, or other public figure), you understand and agree as follows: (x) that you will not have the right to use such Third Party IP in any way except as incorporated in the Image, and subject to the license and restrictions contained herein; (y) that, depending on the nature of the license granted from the owner of the Third Party IP, Company may need to pass through additional restrictions on your ability to use the Image; and (z) to the extent that Company informs you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of this license. The restrictions in this Section will survive the expiration or termination of these Terms.
The license granted in Section 6.3 above applies only to the extent that you continue to Own the applicable Purchased Collectible. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased Collectible for any reason, the license granted in Section 6.3 will immediately expire with respect to that Collectible without the requirement of notice, and you will have no further rights in or to the Image for that Collectible.
You may choose to submit comments, bug reports, ideas or other feedback about the App, including without limitation about how to improve the App (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, non-exclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.
We respect others' intellectual property and ask that you do too. We will respond to notices of alleged copyright infringement if they comply with the law and are properly provided to us. We reserve the right to delete or disable content alleged to be infringing and to terminate repeat infringers.
In addition to the Gas Fee, each time you utilize the Smart Contract to conduct a transaction with another user via the App, you authorize us to collect a commission of 3.75% of the total value of that transaction (each, a “Commission”). You acknowledge and agree that the Commission will be transferred directly to us through the Ethereum network as part of your payment. We will not collect a Commission for interactions that do not involve our marketplace.
As between us, you will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the App (including, without limitation, any Taxes that may become payable as the result of your ownership, transfer, sale, use of or entitlement under any of your Collectibles). Except for income taxes levied on Company, you: (i) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to these Terms.
You undertake not to authorize others to use your identity or user status, and you may not assign or otherwise transfer your User account to any other person or entity.
To become a user, you are required to register and set up an account and to provide information about the business you represent. You warrant that all information supplied by you in using the App are true, accurate and up to date. We reserve the right to decline a registration or App for a user account for any reason or for no reason.
The App may include hyperlinks to other web sites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users and athletes. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.
You may terminate these Terms at any time by canceling your account on the App and discontinuing your access to and use of the App. You will not receive any refunds if you cancel your account, or otherwise terminate these Terms. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the App. You agree that any suspension or termination of your access to the App may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms or suspend or terminate your access to or use of the App due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the App or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.
You accept and acknowledge each of the following:
By agreeing to the Terms, you agree that you shall defend, indemnify and hold the Company, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs and/or regulatory action) arising out of or in connection with: (a) your use of the App in your dealings with third party merchants, providers, partners, advertisers and/or sponsors, or (b) your violation or breach of any of the Terms or any applicable law or regulation, whether or not referenced herein, or (c) your violation of any rights of any third party arranged via the App, or (d) your use or misuse of the App; save to the extent arising out of the fraud, negligence or willful misconduct of the Company. You agree that the Company will have control of the defense or settlement of any such claims.
Nothing in these Terms is intended to create, nor shall it be construed as creating, any exclusive arrangement between the parties to these Terms. These Terms shall not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under these Terms by doing so, including without limitation, any confidentiality obligations.
No provision herein is otherwise enforceable pursuant to the Contracts (Rights of Third Parties) Act by any person who is not a party to these Terms.
If any provision herein is held to be illegal or unenforceable, the same shall be deemed to be deleted from these Terms and shall be of no force and effect; whereas the remainder shall continue in full force and effect.
All the terms and provisions of these Terms shall be binding upon and inure to the benefit of the parties to these Terms and to their respective heirs, successors, permitted assigns and legal representatives. The Company shall be permitted to assign these Terms without notice to or consent from you. You shall have no right to assign or otherwise transfer these Terms, or any of its rights or obligations hereunder, to any third party without the Company’s prior written consent, to be given or withheld in the Company’s sole discretion.
No waiver by us of any of these Terms or default of yours under these Terms shall operate or be construed as a waiver by us of any future defaults or provision.
These Terms contains all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.
By downloading the App, you agree that the laws of United Arab Emirates, without regard to principles of conflict of laws, will govern our relationship and any dispute of any sort that may arise.