Please read and accept these TERMS & CONDITIONS before completing your submission of information and account registration with Summoners Arena Limited.
These Terms and Conditions (the ‘Agreement’) is entered into
BY AND BETWEEN:
1. You (the "Customer", "you" or "your"); and
2. SUMMONERS ARENA LIMITED., a company duly organized and validly existing under the laws of British Virgin Island and having its principal place of business at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (the "Summoners", "we" or "our").
(i) Summoners Arena is a distributed application that currently runs on the Binance Smart Chain using specially-developed smart contracts to enable users to own, transfer, battle, and summon unique digital heroes. It also enables users to own and transfer other digital assets like items, guilds and lands. Using the Summoners Platform, users can view their assets and acquire, trade, battle, and summon heroes with other Summoners Platform users.
(ii) The Customer wishes and agrees to download, access and/or use of Summoners Arena’s Games (each a "Game" and together the "Games"), the Summoners Platform and the Service on your Equipment
NOW THEREFORE, in considerations of mutual promises and covenants contained herein, and hereto agree as follows:
Section 1: Definitions
1.1) Account means the account registered by Customer associated with the Customer’s email address, and approved by Summoners, on Summoners Platform to access and/or use the Games and the Games Service.
1.2) Equipment means the electronic devices (e.g. computer, mobile phone, tablet) used by Customer to access Summoners Platform.
1.3) Heroes means an in-game product available for purchase
1.4) Summoners Platform includes the website www.summonersarena.io and/or any websites belong to Summoners or any companies affiliated with Summoners, the smart contracts between Summoners and customers, as well as relevant mobile/computer application(s).
1.6) Purchase Price means the amount of price that the Customer pays to Summoners in relation to the Games
1.7) Submission means any questions, comments, suggestions, ideas, feedback, or other information regarding the Games, Services and/or Summoners Platform provided by you to us or purportedly from you through Summoners’s network and system and upon which Summoners received and is authorized to act
1.8) Services means any form of services that Summoners may offer you pursuant to this Agreement in relation to the Games and the Summoners Platform and as you may from time to time subscribe to and “Service” shall be construed accordingly. For example, Account is included in Services.
Section 2: In-game Purchases
2.1) Any purchases (summoning heroes, buying heroes) on Summoners Platform will be conducted solely through the Binance Smart Chain via a wallet like MetaMask.
2.2) Summoners will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Summoners Platform, or any other transactions that you conduct via the Binance Smart Chain network.
Section 3: Submission
You acknowledge and agree that Submission is non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions to any lawful purpose, commercial, or otherwise, without acknowledgment or compensation to you. You hereby waive any moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there should be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
Section 4: Indemnification
The Customer agrees to release, indemnify and hold harmless Summoners, our affiliates, our and their respective officers, directors, employees and agents from and against any claims, liabilities, damages, losses and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way related to the Customer’s complaints relating to the Games, Services and Summoners Platform. For the avoidance of doubt, this indemnification, defense and hold harmless obligation shall survive this Agreement and the termination of the Customer’s use of the Games, Services and Summoners Platform provided by Summoners.
Section 5: Assumption of Risks
You accept and acknowledge each of the following:
5.1) The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Heroes, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of Heroes will not lose money.
5.2) You are solely responsible for determining what, if any, taxes apply to your Heroes-related transactions. Summoners Arena is not responsible for determining the taxes that apply to your transactions on the Summoners Platform.
5.3) Summoners Platform does not store, send, or receive Heroes. This is because Heroes exist only by virtue of the ownership record maintained on Summoners Platform’s supporting blockchain on the Binance Smart Chain network. Any transfer of Heroes occurs only on the Binance Smart Chain network.
5.4) There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorised access to information stored within your wallet. You accept and acknowledge that Summoners Arena will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Binance Smart Chain network, however caused.
5.5) A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the Summoners Arena ecosystem, and therefore the potential utility or value of Heroes.
5.6) The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Summoners Arena ecosystem, and therefore the potential utility or value of Heroes.
Section 6: Underwriting & Privacy.
6.1) Notwithstanding the above, the Customer agrees for Summoners to use the Customer’s personal information as set out on Summoners Platform.
Section 7: Intellectual Property
7.1) Unless otherwise indicated, the Games, Services and Summoners Platform are our proprietary property and all source code, database, functionality, software, website design, audio, video, text, photographs, and graphics (collectively the “Content”) and trademarks, service marks and logos contained therein are owned, controlled by us or licensed to us, and are protected by the laws of the British Virgin Islands and relevant jurisdiction.
7.2) Other than the Content contributed and owned by users, you acknowledge that all copyright, trademarks, and other intellectual property rights in and relating to the Games, Services and Summoners Platform are owned by or licensed to us.
7.3) Subject to these Terms and Conditions, we grant you, and you agree to receive, a non-exclusive, non-transferable, personal, revocable limited license to access and/or use the Games, Services and Summoners Platform (but not any related object and source code) for your own personal private use only. Other than this, you have no ownership or property interest in any of our Games, Services or Summoners Platform.
7.4) You must not copy, distribute, make available to the public or create any derivative work from the Games, Services or Summoners Platform without Summoner’s prior consent in writing
Section 8: Registration in the Summoners Platform and use of Services
8.1) When you accept theseT&Cs, you are creating your Summoners account associated with your email address. You will be asked to provide your information in accordance with know-your-customer requirements which will be used to determine your eligibility to use the Games, Services and Summoners Platform, such as but not limited to:
(a). First name
(b). Last name
(c). Phone number
(d). Email address
(e). Government I.D.
(h). Date of birth
(i). Place of birth
(j). Present address
8.2) You represent that all information which you will provide is true and accurate. You will keep your information up to date by informing us of any change/s through the management of your account.
8.3) By registering an Account, you represent that you are at least eighteen (18) years old and has full capacity for civil acts under the laws applicable to you. If you are under 18 years old, your legal guardian has reviewed and agreed to these terms and conditions and is happy for you to access and/or use the Summoners Platform and the Services. You are responsible for providing correct registration information. We reserve the right to request for additional information to add in account verification, as well as close, suspend or limit your access to the Summoners Platform in the event of incomplete or incorrect information provided. You may only have one (1) Account to access and use the Games, Services and Summoners Platform.
8.4) You hereby irrevocably authorize Summoners to act on all Submission received from you (or purportedly from you) through the Summoners Platform and to hold you liable in respect thereof. Summoners may nevertheless refuse to carry out any Submission in Summoners’s sole and absolute discretion.
8.5) Summoners shall be entitled to accept and to act upon any Submission, even if that Submission is otherwise for any reason incomplete or ambiguous.
8.6) Summoners shall be deemed to have acted properly and to have fully performed all the obligations owed to you notwithstanding that the Submission may have been initiated, sent or otherwise communicated in error or fraudulently, and you shall be bound by any Submission on which Summoners may act if Summoners has in good faith acted in the belief that such instructions have been sent by you.
8.7) You agree to indemnify, and shall release, Summoners and its directors, officers, employees, agents and representatives and those of its affiliates (collectively, the ‘Summoners Indemnified Parties’), from and against all claims, losses, damages, costs and expenses howsoever arising in consequence of, or in any way related to Summoners having acted (or failed to act) in accordance with the whole or any part of any of your Submission.
8.8) You acknowledge that, to the full extent permitted by law, Summoners shall not be liable for any unauthorized drawing, transfer, disclosure, or any activity or any incident on your Account by the fact of the knowledge and/or use or manipulation of your password, ID or any means whether or not occasioned by your negligence.
8.9) In the event of any conflict between any terms of any Submission received by Summoners from you and this Agreement, this Agreement shall prevail.
Section 9: Personal Information
9.1) You hereby agree and authorize Summoners to use and verify your Personal Information and the relevant information (i) for the purposes set forth herein and (ii) to the extent Summoners otherwise determines is necessary and/or advisable, in its sole discretion, to comply with applicable law.
9.2) Summoners reserves the right to request further information from you pertaining to your registration of an Account. Failure to provide such information within the time required by Summoners may result in declining to register your Account. Failure to provide evidence of your identity may be deemed by Summoners as a possible fraudulent attempt to access the Summoners Platform and/or the Services.
9.3) You can request to cancel your Summoners account by requesting it from Customer Care in Section 18. Once the account is cancelled, you can no longer log in to your cancelled account on the Games or Summoners Platform.
Section 10: Rights and Obligations of Customer
10.1) Customer has following rights:
(a). to request Summoners to provide Services in accordance with the terms and conditions confirmed by Summoners via Summoners Platform;
(b). to request Summoners, to the best knowledge of Summoners, to provide necessary information for the performance of this Agreement, which, for the avoidance of doubt, does not include information relating to the Heroes;
10.2) Customer has following obligations:
(a). to not use the Summoners Platform for any commercial endeavours without the prior consent of Summoners in writing;
(b). to be solely responsible for all materials that the Customer make available via Summoners Platform;
(c). to not disguise, anonymise or hide your IP address or the source of any materials related to Summoners Platform that you may upload
(d). to not remove or amend any proprietary notices or other ownership information from our Games or any other part of the Summoners Platform
(e). to not interfere with or disrupt the Summoners Platform or servers or networks that provide the Summoners Platform
(f). to not attempt to decompile, reverse engineer, disassemble or hack any of the Summoners Platform, or to defeat or overcome any of our encryption technologies or security measures or data transmitted, processed or stored by us
(g). to not 'harvest', 'scrape' or collect any information about or regarding other people that use the Summoners Platform, including, but not limited to any personal data or information (including by uploading anything that collects information including but not limited to 'pixel tags' cookies, graphics interchange formats ('gifs') or similar items that are sometimes also referred to as 'spyware' or 'pcms' (passive collection mechanisms
(h). to not sell, transfer or try to sell or transfer an account with us or any part of an account
(i). to not disrupt the normal flow of a Game or otherwise act in a manner that is likely to negatively affect other players' ability to compete fairly when playing our Games or engaging in real time exchanges
(j). to not use the Summoners Platform to cheat or design or assist in cheating (for example, by using automated means or third party software to play), or to otherwise circumvent technological measures designed to control access to, or elements of, the Summoners Platform, or to do anything else that a reasonable person is likely to believe is not within the spirit of fair play or these terms;
(k). to not unilaterally terminate this Agreement except for circumstances clearly set out under this Agreement.
(l). to at all times follow the security procedures recommended by Summoners. The Customer acknowledges that any failure on his/her part to follow the recommended security procedures may result in a breach of their Account’s confidentiality. In particular, the Customer shall ensure that the Account is not used by anyone other than the Customer.
(m). to be responsible for ensuring the proper performance of the Customer’s Equipment. Summoners shall neither be responsible for any errors or failures caused by any malfunction of the Customer’s Equipment nor shall Summoners be responsible for any computer virus or related problems that may be associated with the use of Summoners Platform and the Equipment. The Customer shall be responsible for charges due to any service provider providing the Customer access to Summoners Platform and/or the Equipment and Summoners shall not be responsible for losses or delays caused by any such service provider.
Section 11: Rights and Obligations of Summoners
11.1) Summoners has following rights
(a). to not have the obligation to issue invoices to Customers with respect to the heroes;
(b). to automatically suspend or block an Account in the event that Summoners has reason to believe that the Account is being used for fraudulent or suspicious activities or by an unauthorized person. The Customer shall hold Summoners free from liability for such suspension or blocking or any loss or damage which the Customer may suffer as a result thereof.
11.2) Summoners has following obligations
(a). to ensure transparency in data management in accordance with terms and conditions of this Agreement;
(b). to provide reasonable support and answer Customer’s inquiries as quickly, professionally as possible, with all expertise and knowledge in the scope related to the above transactions;
Section 12: Representation and Warranties
12.1) The Customer represents and warrants that the Customer: (a) has the right, power, and ability to enter into and perform under this Agreement and use our Games, Services and the Summoners Platform (b) shall fulfill all obligations under this Agreement and other related polices as announced on Summoners Platform from time to time; and (c) provides true, accurate, complete and updated information.
12.2) By entering into this Agreement, the Customer agrees that all terms and conditions mentioned herein are reasonable and fair for both the Customer and Summoners.
12.3) The Customer further agrees that he/she
(a). is not a minor in the jurisdiction in which he/she resides;
(b). will not access the Games or the Summoners Platform through automated and non-human means (e.g. a bot, script or otherwise);
(c). will only use one in-game account to earn tokens in any 24-hour period; and
(d). complies with the laws applicable to you when accesing and/or using the Games, Services and Summoners Plarform
12.4) Customer agrees to indemnify and hold Summoners harmless from any legal liabilities and compensations relating to:
(a). Any claim by the Customer regarding the quality and technical defects of the Games, Services and Summoners Platform provided by Summoners;
(b). Complaints, requests, and lawsuits made or conducted by any competent State bodies with respect to Customer.
12.5) Summoners represents that it shall comply with its obligations under this Agreement and the law of British Virgin Islands. Summoners agrees to indemnify and hold Customer harmless from any legal liabilities and compensations arising out of complaints, requests, and lawsuits made or conducted by any competent State bodies with respect to Summoners’s provision of the Games and Services via Summoners Platform.
12.6) Summoners makes no warranties that the Summoners Platform shall be uninterrupted or error-free. Summoners disclaims all representations and warranties to Summoners Platform, including but not limited to the warranties of merchantability and fitness for a specific purpose. Further, Summoners does not represent that the information or content accessible through Summoners Platform (including third-party website and materials) is accurate, complete and current and all information, including applicable fees and availability, shall be subject to change without prior notice to the Customer. The Customer assumes all risks associated with the use of Summoners Platform, the Games, the Services and any information available and/or accessed through Summoners Platform and any security features provided for Summoners Platform.
Section 13: Effectiveness & Term
The Customer understands that your use of the Application constitutes the Customer’s agreement to all such terms, conditions, and any rules of conduct as Summoners may implement. In addition, the Customer is deemed to have signed this Agreement and agree to the T&Cs upon clicking the ‘Accept’ or ‘Submit’ option, as the case may be, on the Summoners Platform asking the Customer to confirm to have read, understood and agreed to abide by this Agreement (the Effective Date). By downloading the Summoners Platform and opening an Account, the Customer agrees to comply with this Agreement and the Customer affirms that this Agreement is without prejudice to any other right that Summoners may have in law or otherwise
Section 14: Confidential Information
Subject to provisions of the Privacy Policies, all information supplied by Customer shall be treated as confidential and shall not be disclosed or used other than to satisfy the requirements of this Agreement unless the information is or comes into the public domain otherwise than by breach of this Section 9. Similarly, any written material, information, data, specifications or drawings supplied by Customer to Summoners shall remain subject to Customer’s copyright and shall not be copied or used for any purpose other than satisfying the requirements of this Agreement.
Section 15: Customer’s Breach of this Agreement
15.1) Each of the following shall constitute a breach of the Customer under this Agreement:
(a). The Customer’s failure to comply with any of the covenants or obligations expressed or implied in this Agreement;
(b). The Customer’s violation of any law, regulation, judgment, or administrative decision or decree, including non-payment of taxes, in circumstances where Summoners reasonably believes that said violation will have an adverse effect on the Customer’s ability to meet the Customer’s obligations under this Agreement.
15.2) At any time after an Event of Default has occurred and is continuing, Summoners may, without prejudice to any other right or remedy granted to it under any law:
(a). terminate this Agreement and deny access to and use of the Summoners Platform without warning; and
(b). obtain indemnification upon demand against any reasonable loss or expenses, which Summoners may incur.
Section 16: Termination
16.2) If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or a borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating and suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
16.3) The Customer agrees that if Summoners asserts a claim against the Customer (including any and all appeals), arising out of or related to this Agreement, Summoners shall be entitled to recover from the Customer all amounts Summoners incurs related to litigation (including actual attorneys’ fees and costs) if Summoners prevails on the claim in whole or in part. Summoners shall have the right to collect from the Customer attorneys’ fees and cost incurred by Summoners in handling any administrative or informal disputes with the Customer, if Summoners prevails in such dispute, in whole or in part.
Section 17: Assignment
17.1) The Customer may not assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of his/her rights and obligations under this Agreement
17.2) Supplemental terms and conditions or documents that may be posted on the Summoners Platform from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion to make changes or modifications to these terms at any time, your continued use of our Services after the terms have been updated shall confirm your acceptance of the updated terms.
Section 18: Notice & Customer Care
All communications and notices provided for hereunder shall be in writing and shall be by email to the designated recipient or their respective successors as follows:
If to the Customer:
The address and contact details as provided by you upon registration with the Summoners Platform; provided, that any changes therein must be reflected by you in the Summoners Platform; and
If to Summoners:
Attn to: Summoners Arena Limited
Address: OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands
Email address: [email protected]
Section 19: Governing Law
This Agreement is governed by and interpreted in accordance with the laws of the British Virgin Islands.
Section 20: Dispute Resolution
20.1) Any dispute arising out of or in connection with this Agreement shall be finally resolved under the Commercial Arbitration Rules of the American Arbitration Association
20.2) In no event shall any Dispute brought by either Party related in any way to the Games, Service or Summoners Platform be commenced more than one (1) year after the cause of the action arose.
20.3) If any of the provisions of this Agreement, or portions thereof, are found to be invalid by competent jurisdiction, the remainder or this Agreement shall nevertheless remain in full force and effect. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. All terms of the ‘whereas’ clauses shall be incorporated in, and become part of, this Agreement. The Agreement shall be binding on, and shall inure to the benefit of, the successors and permitted assigns of the parties.
20.4) You agree and acknowledge that Summoners’ total, aggregate liability to you for any and all claims arising out of or relating to these terms or your access to and use of the Summoners Platform is limited to one hundred (100) US Dollars.
Section 21: Language
This Agreement is made in English.