Last updated: November 11, 2022
MATCHDAY OFFERS CERTAIN DIGITAL ASSETS AND ANY DIGITAL OR NON-DIGITAL PRODUCTS, SERVICES AND/OR BENEFITS TO BE FURNISHED IN CONNECTION WITH SUCH SALES. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR.
THE SERVICE INCLUDES A MARKETPLACE WHICH ALLOWS USERS (AS DEFINED HEREIN) TO OFFER TO SELL AND SELL TOKENS TO, AND OFFER TO BUY AND BUY TOKENS FROM, OTHER USERS. ALL ITEMS AVAILABLE THROUGH THE MARKETPLACE ARE FURNISHED BY OR ON BEHALF OF SELLERS IN CONNECTION WITH SUCH SALES. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT WHERE MATCHDAY IS THE SELLER IN SUCH SALE, WE SHALL NOT BE A PARTY TO OR HAVE ANY RESPONSIBILITY OR LIABILITY FOR, ARISING OUT OF, RELATING TO, ASSOCIATED WITH OR RESULTING FROM ANY DISPUTES BETWEEN YOU AND ANY SELLER OF TOKENS IN RESPECT OF THE USE, MISUSE, PROVISION OR FAILURE TO PROVIDE ANY TOKENS OR RELATED TOKEN ACCESS SERVICES. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF TOKENS, INCLUDING WITHOUT LIMITATION ANY MATCHDAY NFTS, THAT YOU PURCHASE.
IF YOU ARE A RESIDENT OF THE UNITED STATES, PLEASE READ SECTION 18 OF THIS AGREEMENT CAREFULLY, AS IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE AGREEING TO MANDATORY INDIVIDUAL ARBITRATION FOR THE RESOLUTION OF DISPUTES AND WAIVING YOUR RIGHT TO A JURY TRIAL ON YOUR CLAIMS.
PLEASE BE AWARE THAT SECTION 6 OF THIS AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS FROM US.
THIS AGREEMENT IS IMPORTANT AND AFFECTS YOUR LEGAL RIGHTS, SO PLEASE READ CAREFULLY. BY CLICKING ON ANY “I ACCEPT” BUTTON, CREATING AN ACCOUNT ON THE SERVICE, PURCHASING OR OFFERING TO PURCHASE TOKENS THROUGH THE SERVICE, AND/OR OTHERWISE USING THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ALL OF THE TERMS INCORPORATED HEREIN. If you do not agree to this Agreement, you may not access or use the Service or purchase any Tokens.
Matchday reserves the right to change or modify this Agreement at any time and in our sole discretion. If we make changes to this Agreement, we will provide notice of such changes, such as by sending an email notification, providing notice through the Service or updating the “Last Updated” date at the beginning of this Agreement. By continuing to access or use the Service at any point after such update, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review this Agreement frequently to ensure that you understand the terms and conditions that apply when you access or use the Service. If you do not agree to the revised Terms, you may not access or use the Service.
2. Our Service
a. The Service includes an online platform through which users can view, offer to purchase and purchase unique individual athletes (each such athlete, a “Player”) that can be used and deployed in one or more games (each, a “Game”) made available through the Service. Each Player has a unique collection of skills and attributes that may develop and evolve in unpredictable ways over time.
b. Users of the Service (“Users”) may be able to mint a Player that they have purchased as a non-fungible token (“NFT”) implemented on the Solana blockchain (the “Blockchain Platform”). Certain NFTs minted through the Service may be furnished in connection with additional products, services and/or benefits (such benefits, “Token Access Services” and, collectively with the NFTs, “Tokens”) in each case as set forth under and subject to the then-current terms of such Token and the Service, and as may be subject to change from time to time in Matchday’s sole discretion.
c. A User can participate in one or more Games on the Service by purchasing and create teams of Players, which such Players will be matched up against other Players in accordance with the then-current rules of the applicable Game.
d. In order to access certain Services, including without limitation any Token Access Services, a User must connect a Digital Wallet (as defined below) to the Service and mint and/or transfer one or more Tokens of Players Owned by such User to such Digital Wallet. “Own” means, with respect to a Player or Token, a Player or Token that you have rightfully and lawfully purchased or acquired from a legitimate source, where proof of such purchase or acquisition is recorded on the relevant blockchain.
e. A User can participate in one or more Games on the Service by purchasing and create teams of Players, which such Players will be matched up against other Players in accordance with the then-current rules of the applicable Game. Please carefully read the instructions and other documentation provided in connection with each Game. The rules applicable to each Game are subject to change in Matchday’s sole discretion. Please review the then-current rules of each Game regularly to ensure you are familiar with the then-current terms applicable to your interaction with such Game. To the fullest extent permitted by applicable law, Matchday shall have no liability to you in connection with your interaction with or participation in any Game.
f. You are solely responsible for your interactions with other users and any other parties with whom you interact; provided, however, that we reserve the right, but have no obligation, to intercede in any disputes between users. The Service may contain User Content provided by other users. We are not responsible for and do not control User Content. We have no obligation to review or monitor, and do not approve, endorse or make any representations or warranties with respect to, User Content, including without limitation any User Content embodied by or otherwise made available through Tokens. You use all User Content and interact with other users at your own risk. To the fullest extent permitted by applicable law, you agree that Matchday will not be responsible for any liability incurred as the result of your interactions with other users.
g. The Service includes a marketplace (the “Marketplace”) where Users can offer for sale and sell Tokens, and other Users can offer to purchase, purchase, offer for resale, and resell such Tokens. Pricing and payment terms, including the specific details with relation to the offering of any Tokens, shall be set forth at point of sale. Matchday may in its sole discretion limit the use of the Marketplace to the listing and sale of certain Tokens or collections of Tokens. Certain portions of the Marketplace, including certain Content, may be accessible only through certain Token Access Services. Tokens listed on the Marketplace are being offered by the individuals seeking to sell such Tokens (“Sellers”), and the actual contracts for sale are between the Sellers and the individuals seeking to buy such Tokens (“Buyers”). A User who has purchased a Token on the Marketplace, whether in its initial sale (the “Primary Sale”) or otherwise, may be able to resell that Token (each such sale, a “Secondary Sale”) on the Marketplace and/or on a third-party marketplace, e.g., OpenSea, subject to this Agreement and any terms and conditions for resale provided on the Marketplace.
h. Except where explicitly set forth at point of sale, Matchday is not the Seller of any Token listed on the Marketplace and will not personally provide or deliver any Tokens. While we may, in our discretion, help facilitate resolution of disputes through various programs, we have no control over the quality of Tokens or Token Access Services offered on the Marketplace. We cannot control or guarantee the truth or accuracy of a User’s Content, the ability of Sellers to sell Tokens, the ability of Buyers to pay for Tokens, or that a Buyer and Seller will actually complete a transaction or deliver or return any Tokens listed on the Marketplace. While Matchday may provide pricing and guidance for Tokens sold by Sellers on our Marketplace, such information is solely informational. We do not have control over the quality, timing, legality, failure to provide, or any aspect whatsoever of any Tokens sold by Sellers, or of the integrity, responsibility, or any actions of any Users. Matchday makes no representations about the suitability, reliability, timeliness or accuracy in public, private or offline interactions. When interacting with other Users you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting offline with other persons whom you don’t know. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER MATCHDAY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE. MATCHDAY AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR INTERACTIONS WITH OTHER USERS OF THE SERVICE OR YOUR USE OF OR INABILITY TO USE ANY TOKEN PURCHASED THROUGH THE SERVICE.
i. PLEASE READ CAREFULLY THIS IMPORTANT INFORMATION ABOUT PROCEDURES FOR SELLING ON MATCHDAY BEFORE USING THE MARKETPLACE. To help the government fight the funding of terrorism and money laundering activities, Matchday must obtain, verify, and record information that identifies each person who has an Account which has the ability to list items for sale on Matchday. When you engage in transactions on Matchday, we may ask you to provide additional information or copies of identifying documents that will allow us and/or our Payment Processor(s) (as defined below) to identify you. We reserve the right to require you to provide such additional information and documents in accordance with Section 3(c) of these Terms. Failure to provide such information upon request, as well as any other violation of this Agreement, may result in your removal from the Service, including a termination of your ability to sell through the Marketplace.
j. You understand that the Service is evolving. As a result, we may require you to accept updates to any portion of the Service that you have installed on your computer or mobile device. You acknowledge and agree that we may update the Service with or without notifying you. You may need to update third-party software from time to time in order to use the Service. Any future release, update or other addition to the Service shall be subject to the Agreement. Matchday, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Service terminates the licenses granted by us pursuant to the Agreement.
3. Creating an Account; User Representations and Warranties
a. You must be eighteen (18) years old to use the Service.
b. In order to use certain features of the Service, you must create an account (“Account”). When you create an Account, you agree to (i) provide accurate, current, and complete information about yourself, (ii) maintain and promptly update from time to time as necessary such information, (iii) maintain the security of your Account and accept all risks of unauthorized access to your Account and to the information you provide to us, and (iv) immediately notify us if you discover or otherwise suspect any security breaches related to the Service.
c. You agree that you will not:
d. Matchday may require you to provide additional information and documents from time to time, including without limitation at the request of any competent authority or in order to help Matchday comply with applicable law, regulation, or policy, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism. Matchday may also require you to provide additional information and documents in cases where it has reasons to believe that: (i) your Account or other access to the Service is being used for money laundering or for any other illegal activity; (ii) you have concealed or reported false identification information and other details; or (iii) transactions effected via your Account were effected in breach of this Agreement. In such cases, Matchday, in its sole discretion, may pause or cancel your transactions until such requested additional information and documents have been reviewed by Matchday and accepted as satisfying the requirements of applicable law, regulation, or policy. If you do not provide complete and accurate information and documents in response to such a request, Matchday may refuse to provide any Token, Content (as defined below), product, service and/or further access to the Service to you.
e. When you use the Service, then to the fullest extent permitted by applicable law you hereby represent and warrant, to and for the benefit of Matchday, its affiliates, and its and their respective representatives, as follows:
f. You must provide all equipment and software necessary to connect to the Service. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service.
4. Purchasing a Token
a. In order to mint a Token through the Service, you must first connect and unlock a third-party software-based digital wallet (your “Digital Wallet”) through the Service and provide such information as is requested by Matchday. Your Digital Wallet must be capable of supporting and accepting the Token. The funds available in your Digital Wallet must meet or exceed the price for such Token.
b. Matchday may set limits on or other terms regarding the sale of Tokens comprising Matchday’s Content, including, without limitation, any fee payable in connection with any Secondary Sale of a Matchday NFT (the “Secondary Sale Fee”), whether or not such sale takes place on or through the Service and regardless of whether such Secondary Sale Fee is enforced or supported by the third-party platform or marketplace that facilitates such Secondary Sale, and Matchday will display such terms at point of sale or otherwise within the Service (the “NFT Terms”). When you purchase a Token, you agree to bind any subsequent Owner of such Token to such NFT Terms.
c. Matchday may set limits on or other terms regarding the sale of Tokens, including, without limitation, any fee payable to Matchday in connection with any subsequent sale of a Token after the initial mint of such Token (the “Secondary Sale Fee”), and Matchday will display such terms at point of sale or otherwise within the Service (the “NFT Terms”). Matchday does not guarantee that Tokens will be transferable to any other platform.
d. Matchday is not and shall not be a party to any transaction or dispute between any initial Buyer of a Token and any subsequent owner of such Token, whether arising from any rights granted in that Token or otherwise, unless otherwise set forth in connection with such Token.
e. By purchasing a Token through the Service, you acknowledge and agree that such Token constitutes digital content and you are requesting immediate access to such Token following your purchase. As a result, by purchasing a Token through the Service, you are waiving any right of withdrawal or right of cancellation you may otherwise benefit from under applicable law in relation to your purchase of such Token.
5. Pricing and Fees; Payments
a. All pricing and payment terms for Players are as indicated at point of sale or otherwise on the Service, and any payment obligations you incur are binding at the time of purchase. You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which you have contracted to pay at the time of purchase. For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, shall impact or excuse your obligations with respect to any purchase. Whether a particular cryptocurrency is accepted as a payment method by Matchday is subject to change at any time in Matchday’s sole discretion.
b. Matchday may offer certain Players for sale via auction (“Auction”). The Auction terms are as follows:
c. Payment processing for the Service will be performed by Matchday’s third-party payment processors (each, a “Payment Processor”) (e.g., card acceptance, merchant settlement, Digital Wallet management, and related services). Your use of the Service and the payment processing provided by a Payment Processor is subject to your agreement(s) with such Payment Processor for such Service and payment processing, as may be modified by the Payment Processor from time to time (collectively, “Payment Processor Agreement”). As a condition of using the Payment Processor’s payment processing, you must provide accurate and complete information, and you authorize us to share this information with the Payment Processor and to charge your payment method for all amounts that may become due under this Agreement. All bank, credit card, or other payment information is sent directly to and stored with the Payment Processor using its security protocols. Matchday does not store your payment information on its systems and shall not have any responsibility for the safety or security of that information. Your use of the Payment Processor’s payment processing is conditioned upon your compliance with the Payment Processor Agreement, and if the Payment Processor Agreement is terminated by the Payment Processor, you may not be able to use the Service, or you may have your use of the Service suspended or terminated. We may change or add other payment processing services at any time upon notice to you, which may be subject to additional terms or conditions. Matchday may add or change any Payment Processor at any time. Such services may be subject to additional terms or conditions.
d. By using the Service to offer for sale or sell a Player, you hereby appoint Matchday as your limited payments agent for the sole purpose of receiving, holding and settling payments due and owed to you arising out of the sale of such Player through the Service. Subject to these Terms, Matchday will process such payments and settle payments that are actually received by Matchday, less any amounts owed to Matchday, including taxes, fees and other obligations as applicable. You agree that a payment received by Matchday on your behalf satisfies the Buyer’s obligation to make payment to you, regardless of whether Matchday actually settles such payment to you. If Matchday does not settle any such payments to you as described in these Terms, you will have recourse only against Matchday and not the Buyer, as payment is deemed made by the Buyer to you upon constructive or actual receipt by Matchday.
6. Consent to Electronic Communication
By contacting Matchday via email, signing up to be white-listed for a sale of Tokens, or by using the Service, you consent to receive communications from Matchday (“Communications”) by electronic means (e.g., via Discord or by posting notices to the Service). These communications may include notices about your use of the Service (e.g., transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We have no obligation to store for your later use or access any such electronic communications that we make to you.
Unless otherwise indicated in writing by us, the Service and all content and other materials contained therein, including, without limitation, the Matchday logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Content”) are the proprietary property of Matchday or our affiliates, licensors or Users, as applicable. The Matchday logo and any Matchday product or service names, logos or slogans that may appear on the Service are trademarks of Matchday or our affiliates and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “Matchday,” or any other name, trademark or product or service name of Matchday or our affiliates without our prior written permission. In addition, the look and feel of the Service and Content, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Matchday and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and other names or logos mentioned on the Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Matchday.
8. License to Our Service and Content
a. You are hereby granted a limited, revocable, nonexclusive, nontransferable, non-assignable, non-sublicensable, “as-is” license to access and use the Service and Content for your own personal, non-commercial use; provided, however, that such license is subject to this Agreement and does not include any right to (i) sell, resell, or use commercially the Service or Content, (ii) distribute, publicly perform, or publicly display any Content, (iii) modify or otherwise make any derivative uses of the Service or Content, or any portion thereof, (iv) use any data mining, robots, or similar data gathering or extraction methods, (v) download (other than page caching) any portion of the Service or Content, except as expressly permitted by us, and (vi) use the Service or Content other than for their intended purposes. This license is subject to your compliance with the Acceptable Use Policy set forth in Section 11 below.
b. You are granted a limited, nonexclusive, nontransferable right to create a text hyperlink to the Service for noncommercial purposes, provided that such link does not portray Matchday or our affiliates or any of our Services, Content, products or services in a false, misleading, derogatory or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable in Matchday’s sole discretion. This limited right may be revoked at any time. You may not use a logo or other proprietary graphic of Matchday to link to the Service or Content without our express written permission. Further, you may not use, frame or utilize framing techniques to enclose any Matchday trademark, logo or other proprietary information, including the images found on the Service, the content of any text or the layout or design of any page, or form contained on a page, on the Service without our express written consent.
c. Matchday may from time-to-time change or discontinue any or all aspects or features of the Service, including by (i) altering the smart contracts which are included in the Blockchain Platform pursuant to upgrades, forks, security incident responses or chain migrations, (ii) deactivating or deleting Content that Matchday in its sole discretion determines has been abandoned; or (iii) repossessing any Tokens that Matchday in its sole discretion determines have been abandoned. In such events, you may no longer be able to access, interact with or, read the data from the Service.
d. You acknowledge and agree that the Service may use, incorporate or link to certain software made available under an “open-source” or “free” license (“OSS”), and that your use of the Service is subject to, and you agree to comply with, any applicable OSS licenses. Each item of OSS is licensed under the terms of the end-user license that accompanies such OSS. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the OSS. If required by any license for particular OSS, Matchday makes such OSS, and Matchday’s modifications thereto, available by written request at the notice address specified below.
9. User Content
a. “User Content” means any and all information and content that a user submits to, or uses with, the Site (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy set forth below. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Matchday. Since you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Matchday is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
c. We reserve the right (but have no obligation) to review, refuse and/or remove any User Content in our sole discretion, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy (as defined below) or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your access to the Service in accordance with Section 19, and/or reporting you to law enforcement authorities.
d. You agree that any submission of any ideas, suggestions, documents, and/or proposals to Matchday (collectively, “Feedback”) is at your own risk and that Matchday has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Matchday a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and Matchday’s other products and services.
10. Third-Party Services; Third-Party Terms
The Service may contain links to third-party properties (“Third-Party Properties”) and applications (“Third-Party Applications”). When you click on a link to a Third-Party Property or Third-Party Application, such as a bridge extension, you are subject to the terms and conditions (including privacy policies) of such other property or application. Such Third-Party Properties and Third-Party Applications are not under the control of Matchday. Matchday is not responsible for any Third-Party Properties or Third-Party Applications. Matchday provides links to these Third-Party Properties and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Properties or Third-Party Applications, or their products or services. You use all links in Third-Party Properties, and Third-Party Applications at your own risk. When you leave our Service, our Terms and policies no longer govern. You should review all applicable agreements and policies, including privacy and data gathering practices, of any Third-Party Properties or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
11. Acceptable Use Policy
You agree that you are solely responsible for your conduct while participating in the purchase or sale of Tokens or otherwise accessing or using the Service. You agree that you will abide by this Agreement and will not:
a. Provide false or misleading information to Matchday;
b. Use or attempt to use another User’s linked Digital Wallet without authorization from such User and Matchday;
c. Pose as another person or entity;
d. Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying the Service, or that could damage, disable, overburden or impair the functioning of the Service in any manner;
e. Develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Service;
f. Reverse engineer any aspect of the Service, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Service;
g. Attempt to circumvent any content-filtering techniques we employ, or attempt to access any feature or area of the Service that you are not authorized to access;
h. Use any robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Service, extract data or otherwise interfere with or modify the rendering of Service pages or functionality;
i. Collect or harvest data from our Service that would allow you to contact individuals, companies, or other persons or entities, or use any such data to contact such entities;
j. Use data collected from our Service for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing);
k. Bypass or ignore instructions that control all automated access to the Service;
l. Use the Service for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or this Agreement;
m. Use the Blockchain Platform to carry out any illegal activities in connection with or in any way related to your access to and use of the Service, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Blockchain Platform, or the Service;
n. Engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities, including:
o. Use the Site to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable, (iii) that is harmful to minors in any way, or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
13. Release; Complaints
To the fullest extent permitted by applicable law, you hereby release and forever discharge Matchday and our officers, employees, licensors, agents, successors, and assigns (the “Matchday Entities”) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service (including any interactions with, or act or omission of, other Users of the Service or any Third-Party Properties). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
14. Assumption of Risk Related To Tokens
You acknowledge and agree that:
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Matchday and the Matchday Entities 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 or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to this Agreement or your use of the Service, 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 Service, Content or Tokens, including, without limitation, any act or omission involving any third party in connection with the listing, buying, selling, or trading of any Tokens hereunder; (b) any Feedback you provide; (c) your violation of this Agreement; (d) your violation of the rights of any third party, including another User; (e) any breach or non-performance of any covenant or agreement made by you; (f) your listing, buying, selling, or trading of any Tokens; or (g) any off-chain benefits (including the furnishing, or any failure to furnish, or any acts or omissions of or attributable to you or any third party in respect of the same). You agree to promptly notify Matchday of any third-party Claims and cooperate with Matchday Entities in defending such Claims. You further agree that Matchday Entities 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 A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND MATCHDAY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, CONTENT CONTAINED THEREIN, AND PLAYERS AND TOKENS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND WITHOUT PREJUDICE TO YOUR STATUTORY RIGHTS, MATCHDAY (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. MATCHDAY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE SERVICE OR ANY CONTENT CONTAINED THEREIN. MATCHDAY DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICE. WHILE MATCHDAY ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE AND CONTENT SAFE, MATCHDAY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, CONTENT, OR ANY PLAYERS OR TOKENS LISTED ON OUR SERVICE OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU SUSTAIN AS A RESULT OF YOUR USE OF THE SERVICE. WE TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF TOKENS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED DIGITAL WALLET FILES; (IV) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR TOKENS.
TOKENS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN PLATFORM. WE DO NOT GUARANTEE THAT MATCHDAY OR ANY MATCHDAY ENTITY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY TOKENS. WE CANNOT AND DO NOT GUARANTEE THAT ANY TOKEN WILL HAVE OR RETAIN ANY INHERENT VALUE, OR THAT YOU WILL BE ABLE TO SELL OR RESELL ANY TOKEN PURCHASED THROUGH THE SERVICE.
Matchday is not responsible for any losses or harms sustained by you due to vulnerability or any kind of failure, abnormal behavior of software (e.g., smart contract), blockchains, or any other features of or inherent to the Tokens. Matchday is not responsible for casualties due to developers’ or representatives’ delay or failure to report any issues with any blockchain supporting Tokens, including without limitation forks, technical node issues, or any other issues that result in losses of any sort.
We are not involved in any marketplace transaction between Buyers and Sellers. While we may help facilitate the resolution of disputes through various programs, we have no control over and do not guarantee the quality, safety or legality of Tokens advertised, the truth or accuracy of User Content or listings, the ability of Sellers to sell Tokens, the ability of Buyers to pay for Tokens, or that Buyer or Seller will actually complete a transaction.
We do not transfer legal ownership of Tokens from the Seller to the Buyer. California Commercial Code § 2401(2) and Uniform Commercial Code § 2-401(2) apply to the transfer of ownership between the Buyer and the Seller, unless the Buyer and the Seller agree otherwise. Further, we cannot guarantee continuous or secure access to the Service and operation of the Service may be interfered with by numerous factors outside of our control. Accordingly, to the fullest extent permitted by applicable law, we exclude all implied warranties, terms and conditions.
YOU ACKNOWLEDGE AND AGREE THAT MATCHDAY IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD MATCHDAY LIABLE, FOR THE CONDUCT OF THIRD PARTIES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICE. YOU UNDERSTAND THAT MATCHDAY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICE. MATCHDAY MAKES NO WARRANTY THAT ANY GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
Nothing in this Agreement shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded under the laws applicable to your jurisdiction. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
17. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MATCHDAY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, THE SERVICE, ANY TOKENS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF MATCHDAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICE IS UNDERTAKEN BY YOU AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF MATCHDAY ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, YOUR ACCESS TO AND USE OF THE SERVICE, CONTENT (INCLUDING YOUR CONTENT), OR ANY TOKENS MINTED, PURCHASED, OR SOLD THROUGH THE SERVICE EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT RETAINED BY MATCHDAY IN THE TRANSACTION OR INCIDENT THAT IS THE SUBJECT OF THE CLAIM.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
18. DISPUTE RESOLUTION - US RESIDENTS ONLY. If you are a resident of the United States, please read carefully the following arbitration agreement (“Arbitration Agreement”). It requires you to arbitrate disputes with Matchday and limits the manner in which you can seek relief from us. This Section 18 does not apply to you if you reside outside of the United States.
a. Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Matchday agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Service or of the Site, any Communications you receive, any products sold or distributed through the Site, the Service, or the Agreement and prior versions of the Agreement, including claims and disputes that arose between us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Matchday may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Matchday may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of this Agreement.
b. Informal Dispute Resolution. There might be instances when a Dispute arises between you and Matchday. If that occurs, Matchday is committed to working with you to reach a reasonable resolution. You and Matchday agree that good faith informal efforts to resolve Disputes can result in a prompt, low cost and mutually beneficial outcome. You and Matchday therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Matchday that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to [email protected]. The Notice must include: (1) your name, telephone number, mailing address and email address and/or Digital Wallet address; (2) the name, telephone number, mailing address and email address of your counsel, if any; and (3) a description of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
c. Waiver of Jury Trial. YOU AND MATCHDAY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Matchday are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
d. Waiver of Class and Other Non-Individualized Relief. YOU AND MATCHDAY AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 18(i), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection 18(i) entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Matchday agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Matchday from participating in a class-wide settlement of claims.
e. Rules and Forum. The Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Conference process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Matchday agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address and email address of the party seeking arbitration; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution Conference process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and Matchday otherwise agree, or the Batch Arbitration process discussed in subsection 18(i) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules.
You and Matchday agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
f. Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under subsection 18(i) is triggered, the AAA will appoint the arbitrator for each batch.
g. Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the subsection entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
h. Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Matchday need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Conference process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
i. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Matchday agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Matchday by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Matchday.
You and Matchday agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
j. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: [email protected], within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name, mailing address, email address, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
k. Invalidity, Expiration. Except as provided in the subsection entitled “Waiver of Class and Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Matchday as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
l. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Matchday makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Matchday at [email protected], your continued use of the Site and/or Service, including the acceptance of products and services offered on the Site following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Service or of the Site, any Communications you receive, any products sold or distributed through the Site, the Service, or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted the Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. Matchday will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.
If you want to terminate the Service, you may do so by (a) notifying us at any time; and (b) closing your Account, provided, however, that notwithstanding any such termination and for the avoidance of doubt, the terms of this Agreement shall continue to apply with respect to any Token obtained hereunder. We reserve the right in our sole discretion to modify, suspend, or discontinue the Service, or any features or parts thereof, whether temporarily or permanently, at any time with or without notice to you in our sole discretion. This Agreement, and your access to and use of the Service, shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to any conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of San Francisco, California. However, if you reside in a member state of the European Economic Area or the United Kingdom: (i) you may benefit from additional rights and protection afforded to you by mandatory provisions of the laws of your country of residence, and nothing in this Agreement will affect the application or enforceability of these additional rights and protection; and(ii) you may bring a claim to enforce such additional rights and protection in a court of your country of residence. Notwithstanding anything contained in this Agreement, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Service at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law. Upon termination of your rights under this Agreement, your right to access and use the Service will terminate immediately. You understand that any termination of your right to access and use the Service may involve deletion of your User Content associated with your use of the Service from our live databases. Matchday will not have any liability whatsoever to you for any termination of your rights under this Agreement, including for termination of your right to access and use the Service or deletion of your User Content. All sections intended by their nature to survive will survive the termination of this Agreement. If any term, clause or provision of this Agreement is held invalid or unenforceable, then that term, clause or provision will be severable from this Agreement and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of this Agreement. Your relationship to Matchday is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Matchday. Matchday’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Except as otherwise provided herein, this Agreement is intended solely for the benefit of Matchday and you and shall not confer third party beneficiary rights upon any other person or entity.
20. Contact Information
Email: [email protected]
By purchasing, acquiring, or otherwise receiving an NFT that originated from Play Time, Inc., (“Matchday”) and links to these Matchday NFT Terms (each, a “Matchday NFT”), you agree to these Matchday NFT Terms (the “NFT Terms”). These NFT Terms, along with the Matchday User Terms of Service, made available at below and incorporated herein by reference, are collectively referred to as the “Agreement.”
OWNERSHIP OF MATCHDAY NFTS AND ARTWORK. Each Matchday NFT is a limited-edition digital asset that embodies or includes certain artwork owned or licensed by Matchday (the “Artwork”). You acknowledge and agree that Matchday and its licensors own all legal right, title and interest in and to the Artwork, and all intellectual property rights therein. Matchday NFTs may also incorporate one or more elements of Matchday’s (or, as applicable, its licensors’) trademarks and branding (the “Brand”). Each Matchday NFT is a non-fungible token hosted on the Solana blockchain, ownership of which can be transferred through gift, purchase, or sale. The Artwork is neither stored nor embedded in the Matchday NFTs, but is accessible through the Matchday NFTs. YOU UNDERSTAND AND AGREE THAT, although EACH Matchday NFT itself is owned by its then-current owner, the Artwork embodied thereby and any brand incorporated therein or used therewith is licensed, pursuant to these NFT Terms, and not transferred or sold, to such owner. “Own” means, with respect to a MATCHDAY NFT, a Matchday NFT that you have rightfully and lawfully purchased or acquired from a legitimate source, where proof of such purchase or acquisition is recorded on the relevant blockchain. The rights that you have in and to the Artwork are limited to those expressly stated in the paragraph immediately below. Matchday and its licensors reserve all rights in and to the Artwork and Brand not expressly granted to you herein. FOR THE AVOIDANCE OF DOUBT, THE THEN-CURRENT OWNER OF ANY MATCHDAY NFT DOES NOT ACQUIRE ANY OWNERSHIP RIGHTS IN OR TO THE ARTWORK OR THE BRAND.
LICENSES. Subject to your lawful purchase or acquisition of a Matchday NFT and your continued compliance with this Agreement, Matchday grants you a worldwide, non-exclusive, revocable, royalty-free license, with no right to sub-license, (a) to display the Artwork and any Brand embodied by your Matchday NFTs, solely for the following purposes: (i) for your own personal, non-commercial use (e.g., display in a virtual gallery, on a mobile device, as an avatar, or in your home); (ii) through or as a part of a third-party marketplace that permits the purchase and sale of your Matchday NFTs in connection with such potential purchase or sale, provided that the marketplace cryptographically verifies rights to ensure that only the actual owner can offer a Matchday NFT for sale; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your Matchday NFTs, provided that the website/application cryptographically verifies rights to ensure that only the actual owner can display the Matchday NFT; and (b) to access certain limited features or exercise certain privileges on or through Matchday website(s) and/or mobile application(s) (collectively, the “Matchday Properties”), in each case in accordance with the functionalities of such Matchday Properties and as may be modified by Matchday from time to time in Matchday’s sole discretion. . To the fullest extent permitted by applicable law, Matchday provides each Matchday NFT, licenses the Artwork and Brand to the owner of the Matchday NFT, and provides Matchday Properties on an “AS IS” basis, and expressly disclaims any warranties or conditions of any kind, either express or implied, including, without limitation, any warranties or conditions of title, non-infringement, merchantability, or fitness for a particular purpose. The license to display the Artwork and any Brand embodied by a Matchday NFT is automatically and always transferred with the NFT as provided below. Otherwise the license to display the Artwork and any Brand embodied by each Matchday NFT is non-transferable.
You acknowledge that the license granted to you in this Agreement applies only to the extent that you lawfully purchased or acquired a Matchday NFT and, with respect to a Matchday NFT that you have lawfully acquired, for so long as you own such Matchday NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Matchday NFT for any reason, the license granted in this Agreement to you will immediately expire with respect to such Matchday NFT without the requirement of notice, and you will have no further rights in or to the Artwork or Brand embodied by such Matchday NFT. The license granted in this Agreement will also automatically terminate, with all rights returning to Matchday, if: (x) you breach this Agreement, which shall include, transferring or acquiring a Matchday NFT in a way not specifically permitted hereunder or (y) you engage in any unlawful business practice related to Matchday NFTs. In the event that you did not lawfully purchase or acquire a Matchday NFT or upon any termination of the license granted in this Agreement, Matchday may disable your access to the Artwork and/or Brand and/or deny you access to the Matchday Properties and/or any further benefits, services or goods associated with the Matchday NFT.
RESTRICTIONS. You agree that you will not, nor will you permit any third party to, do or attempt to do any of the following without Matchday’s express prior written consent in each case: (i) modify, distort or perform any other change to the Artwork or Brand embodied by your Matchday NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Artwork or Brand embodied by your Matchday NFTs as a brand or trademark or to advertise, market, or sell any product or service (other than an authorized offering of a Matchday NFT itself); (iii) use the Artwork or Brand embodied by your Matchday NFTs 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 or promote illegal activities; (iv) use the Artwork or Brand embodied by your Matchday NFTs in movies, videos, or any other forms of media, except 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 Artwork or Brand embodied by your Matchday NFTs; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Artwork or Brand embodied by your Matchday NFTs; (vii) use the Artwork or Brand embodied by your Matchday NFTs in connection with defamatory or dishonest statements about Matchday and/or its affiliated companies or which otherwise damage the goodwill, value or reputation of Matchday or represent or imply that your exercise of the licenses granted hereunder is endorsed by Matchday and/or its affiliated companies; or (viii) otherwise utilize the Artwork Brand embodied by your Matchday NFTs for your or any third party’s commercial benefit (other than an authorized offering of the Matchday NFT itself). These restrictions will survive the expiration or termination of licenses granted hereunder. Without limiting the foregoing, the license granted by this Agreement does not include: (i) the right to use the Artwork or Brand in connection with additional NFTs; or (ii) the right to create derivative works of the Artwork. You may not use or attempt to register any asset, including any domain names, social media accounts or related addresses, that contains or incorporates any Artwork, Brand, or any other representation, name or mark that may be confusingly similar to any of Matchday’s intellectual property.
TRANSFERRING YOUR MATCHDAY NFT. You may transfer any Matchday NFT that you lawfully own to a third party, subject to this Agreement. After any such transfer, your licenses to the Artwork and Brand will immediately terminate. Your licenses will also immediately terminate if you breach this Agreement. If you transfer any Matchday NFT, you must make the transferee aware of, and you must cause any such transferee to agree in writing to comply with and be bound by, this Agreement.
You acknowledge and agree that any transfer of this Matchday NFT, by you or by the then-current owner, is subject to a fee payable to Matchday equal to no greater than 10% of the total consideration paid for the Matchday NFT in connection with any such transfer, excluding any marketplace fees.