✳️Terms of Use

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you") and Astraeus PTE. LTD. (“we", “us", or “our") concerning your access to and use of the Meta Merge app as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “App"). Meta Merge is a distributed application that is currently running on the 【BSC】 Network (the "Blockchains"), using specially-developed smart contracts (each, a “Smart Contract”) to enable users to own, transfer, battle, and breed genetically unique digital creatures. It also enables users to own and transfer other digital assets like NFT, and token related items. The Smart Contracts are collectively referred to in these Terms as the “App”. Using the App, users can view their assets and use the Smart Contracts to acquire, trade, and breed creatures with other App users.

WE ARE ONLY WILLING TO MAKE THE APP AND THE SMART CONTRACTS AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING THE APP, THE SMART CONTRACTS OR ANY OTHER OFFICIAL META MERGE PRODUCT, YOU ARE CONFIRMING THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ALL OF THESE TERMS OF USE. THE APP ALLOWS USERS TO US TOKENS TO PURCHASE CERTAIN GAME ITEMS AND MAY INVOLVE NFT RELATED PRODUCTS. YOU UNSERTAKE THAT YOU ARE THE RESIDENT OF TERRITORY THAT ALLOWS THE USE AND APPLICATION OF TOKEN AND NFT SERVICES ; YOU ARE ADULT WITH THE CAPACITY TO MAKE DECISIONS AND USE TOKEN AND FIAT MONEY OF YOUR OWN WHEN YOU OBTAIN CERTAIN ITEMS OR SERVICES IN THE APP. IF YOU DO NOT AGREE AND/OR ACCEPT ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE APP AND THE SMART CONTRACTS AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the App, and the Smart Contracts 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 of Use at any time and for any reason. We will alert you of any changes by updating the “Last Updated" date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the App, and the Smart Contracts after the date such revised Terms of Use are posted.

The App is intended for users who are at least 18 years old. People under the age of 18 are not permitted to use or register for the App, and the Smart Contracts.

The information on the App, and the Smart Contracts are not intended for distribution to any person or entity in any jurisdiction where such distribution or use would be violation of law or regulation, or which would subject us to any registration requirement within such jurisdiction. Accordingly, if you access the App while breaking the local laws are doing it on your own initiative and you will have to deal with any consequences and liabilities if applicable.

1. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the App and the Smart Contracts are our proprietary property and all source code, database, functionality, software, website design, audio, video, text, photographs, and graphics on the Apps (collectively, the “Content") and trademarks, service marks and logos contained therein (the “Marks") are owned, controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of Singapore, foreign jurisdiction and international conventions. Except as expressly provided in these Terms of Use, no part of the App as well as the Smart Contract and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the App and the Smart Contracts, you are granted a limited license to access and use or to download or print a copy of any portion of the Content to which you have properly gained access solely to your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the App, the Content, and the Marks.

Provided that you own, or get permission from someone who owns visual asset in the App, you are granted a limited license to create fan-art which can be used commercially given that you follow the terms set herein:

Fan artwork must not use official Meta Merge assets (the Meta Merge logo, Meta Merge trademark, etc), but creating derivate non-commercial official assets as inspiration is acceptable. Creating original fanart without monetizing it is acceptable without any license or ownership.

2. USER REPRESENTATIONS

By using the App and the Smart Contracts, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, legal and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the App and the Smart Contracts through automated and non-human means, whether through a bot, script or otherwise. Except as expressly mentioned herein;

i. Building public tools and bots that facilitate management transparency and data analysis.

ii. Building private, non-commercial tools which store data for analytical purposes. Anyone abusing public APIs by spamming requests will be banned from using such APIs in the future.

iii. Breeding, EXCEPT when there is a breeding event happening. Meta Merge will announce these events at least 1 week in advance on Discord and Twitter. Interacting with the breeding smart contracts directly during breeding events is expressly prohibited.

iv. Buying or selling on the Meta Merge Marketplace.

(6) you shall not use the App and the Smart Contracts for any illegal and unauthorized purpose; and (7) your use of the App, and the Smart Contracts will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the App, and the Smart Contracts (or any portion thereof). (8) you (a human being) will only use one in-game account to earn tokens in any 24-hour period. (9) you are responsible for the actions of any "MMMs" (players using any MMMs you own) that play on your behalf, and that their actions can have consequences for any connected accounts that you own. (10) you will not manipulate the energy system, such as gifting any player to make use of more energy (This goes under multi-accounting). (11) you have not been included in any trade embargoes or economic sanctions list (such as united nations security council sanctions list), the list of specially designated nationals maintained by OFAC (the office of foreign assets control of the US department of the treasury), or the denied persons or entity list of the US department of commerce. (12) That Meta Merge or third-party providers we work with, may store the IP address you use to access the App. (13) you can only qualify for one leaderboard reward each season.

Meta Merge Limited reserves the right to choose which markets and jurisdictions to conduct its business and may restrict or refuse, at its sole discretion, the provision of Meta Merge services in certain countries or regions.

3. GAMES OF SKILL

By utilising the App (including participating in any competitions, contests and games thereon) and Smart Contracts, each user acknowledges and agrees that he/she is participating in a game of skill. Games of skill are legal, as they are generally excluded from the ambit of gambling legislations around the world. The App and Smart Contracts may not be used for any form of illicit gambling, betting, or wagering (howsoever named).

All competitions, contests and games offered on the App and Smart Contracts are games of skill. Winners and/or ranked players on the leader-board are determined by the objective criteria accompanying the rules of each competition, contest or game.

Participating in any game or contest available on the platform does not create any obligation on our part to award any player with any earnings, prize or rewards. Rewards (if any) is entirely dependent on each player's skill as a player vis-a-vis other players in the relevant competition, contest or game.

In the event that your usage of the App and Smart Contracts constitutes any form of gambling, betting, or wagering (howsoever named) under any laws applicable to you, you shall not be allowed to utilise the App and Smart Contracts.

4. USER REGISTRATION

Using the app requires proper registration. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim or change a username you select if we decide, by sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

5. PROHIBITION

You shall not access or use the App and the Smart Contracts for any purpose other than that for which we make the App, and the Smart Contracts available. The App and the Smart Contracts may not be used in connection with any commercial endeavors except if entering into a binding contract with Astraeus PTE. LTD. Without limitation to the generality of the foregoing, you shall not:

i. Create, send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;

ii. Systematically retrieve data or other content from the App, and the Smart Contracts to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

iii. Make any unauthorized use of the App and the Smart Contracts, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.

iv. Use a buying agent or purchasing agent to make purchases on the App, and the Smart Contracts.

v. Use the App and the Smart Contracts to advertise or offer to sell goods and services.

vi. Circumvent, disable, or otherwise interfere with security-related features of the App and the Smart Contracts, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the App and the Smart Contracts and/or the Content contained therein.

vii. Engage in unauthorized framing of or linking to the App, and the Smart Contracts.

viii. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.

ix. Submit false reports of abuse or misconduct.

x. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

xi. Interfere with, disrupt, or create an undue burden on the App, and the Smart Contracts.

xii. Attempt to impersonate another user or person or use the username of another user.

xiii. Sell or otherwise transfer your profile.

xiv. Use any information obtained from the App, and the Smart Contracts in order to harass, abuse, or harm another person.

xv. Use the App, and the Smart Contracts as part of any effort to compete with us or otherwise use the App, and the Smart Contracts and/or the Content for any revenue-generating endeavor or commercial enterprise.

xvi. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the App, and the Smart Contracts.

xvii. Attempt to bypass any measures of the App designed to prevent or restrict access to or any portion of the App, and the Smart Contracts.

xviii. Harass, intimidate, or threaten any of our employees or agents engaged in providing any portion of the App, and the Smart Contracts to you.

xix. Delete the copyright or other proprietary rights notice from any Content.

xx. Copy or adapt the App’s software and code.

xxi. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the App and the Smart Contracts.

xxii. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).

xxiii. Except as may be the result of standard search engines or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the App and the Smart Contracts, or using or launching any unauthorized script or other software.

xxiv. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the App, and the Smart Contracts.

xxv. Use the App, and the Smart Contracts in a manner inconsistent with any applicable laws or regulations.

xxvi. Engage in any practice that aims to manipulate the outcome of any match, whether in the arena or tournaments. All players should play to the best of their abilities and any sort of match-fixing, win-trading, or colluding between competitors is strictly prohibited.

6. FEE AND PAYMENT

Any purchases from the APP will be done through smart contracts on a blockchain using a wallet like Metamask or 【Particle Network】wallet. Any financial transactions that you engage in will be conducted solely through the Blockchain via an e-wallet. We will have no insight into or control over these payments or transactions, nor do we be able to reverse any transactions. Thus, 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 App or using the Smart Contracts.

BNB Smart Chain requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the BSC network. The Gas Fee funds the network of computers that run the decentralized BSC network. This means that you will need to pay a Gas Fee for each transaction that occurs via the App.

In addition to the Gas Fee, each time you utilize a Smart Contract to conduct a transaction with another user via the App, you authorize us to collect a commission of 5% of the total value of that transaction (each, a “Commission”). You acknowledge and agree that the Commission will be transferred directly to us through the BSC Network as a part of the transaction.

As between us, you will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the App (including, without limitation, any Taxes that may become payable as the result of your ownership or transfer of your MMMs). Except for income taxes levied on Meta Merge, you: (i) will pay or reimburse us for all national, federal, state, local, or other taxes and assessments of any jurisdiction, including value-added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to these Terms.

7. USER GENERATED CONTENT

By acceptance of these Terms, you agree and acknowledge that all information and content provided by you, including your username, your contact list, images, graphics, or skins generated, or any interactions, messages, posts, comments or user generated content in any communication channel (including without limitation via the App, Twitter, Discord or Telegram) (the "UGC") shall be considered non-confidential and non-proprietary information.

By creating such UGC, you specifically grant us a non-exclusive, irrevocable, transferable, sub-licensable, royalty-free, worldwide license to use, copy, duplicate store, present and publish all or any part of the UGC, and we shall be free to use such UGC in any manner or media whatsoever, on an unrestricted basis and without any attribution or royalties or other compensation to you, including, without limitation, within or outside the App, and in any digital or printed media.

You acknowledge that you shall be responsible for any UGC that you submit or transmit through the App, including your responsibility as to the legality, reliability, appropriateness, originality and copyright of any such information or material. Additionally, you represent and warrant that: (i) you own all right title and interest in any UGC provided by you, (ii) such UGC does not violate any applicable laws, and (iii) the posting of your UGC by us (in any manner or media whatsoever, on an unrestricted basis) does not (and will not) violate Section 5 or otherwise violate any privacy rights, publicity rights, copyright, contract rights or any other rights of any individual or make derogatory remarks regarding, defame or otherwise criticise any person or entity. You shall be solely liable for any damage resulting from any infringement or other violation of the copyright, trademarks or other proprietary rights of any individual or entity, and for any other harm or losses resulting from any UGC.

You may choose to submit comments, bug reports, ideas or other Submissions about the App, including without limitation about how to improve the App (collectively, "Submissions"). By submitting any Submissions, you agree that we are free to use such Submissions at our discretion and without additional compensation to you, and to disclose such Submissions to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Submissions for any purpose.

8. THIRD-PARTY APP AND CONTENT

The App (or you may be sent via the App) links to other apps (“Third-Party Apps") as well as articles, photograph, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content"). Such Third-Party Apps and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Apps accessed through the App, or any Third-Party Content posted on, available through, or installed from the App, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Apps or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Apps or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the App and access the Third-Party Apps or to use or install any Third-Party Content, you do so at your own risk and you should be aware of these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the App or relating to any applications you use or install from the App. Any purchase you make through Third-Party Apps will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products and services offered on Third-Party Apps and you should hold us harmless from any harm caused by your purchase of such products and services. Additionally, you should hold us harmless from any losses sustained by you or harm caused to you relating to resulting in any way from any Third-Party Content or any contact with Third-Party Apps.

9. ADVERTISER

We allow advertisers to display their advertisements and other information in certain areas of the App such as sidebar advertisements or banner advertisements. If you are an advertiser, you should take full responsibility for any advertisements you place on the App, and any services provided on the App, or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the App, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.

10. TERMINATION

These Terms of Use remain in full force and effect while you use the App and the Smart Contracts. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE APP AND THE SMART CONTRACT (INCLUDING BLOCKING CERTAIN IP ADDRESSES) TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE APP AND THE SMART CONTRACT OR DELETE YOUR ACCOUNT WITHOUT WARNING, IN OUR SOLE DISCRETION.

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. IF THE APP TERMINATES THE ACCOUNT, THEN VISUAL ASSETS EXISTING IN THE APP WILL BE DELETED DUE TO YOUR BREACH AND YOU ACKNOWLEDGE THAT WE WILL HAVE NO OBLIGATION TO MAINTAIN ANY SUCH INFORMATION IN OUR DATABASES OR TO FORWARD ANY SUCH INFORMATION TO YOU OR TO ANY THIRD PARTY.

Sections 1, 2, 7, 8, 9, 11, and 12 through 18 will survive the termination or expiration of these Terms for any reason.

11. GOVERNING LAW

This Terms of Use and your use of the App, and the Smart Contracts are governed by and constructed in accordance with the laws of Singapore applicable to agreements made and to be entirely performed in Singapore, without regard to its conflicts of law principles.

12. DISPUTE RESOLUTION

i. Informal negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a “Dispute" and collectively, the “Disputes") brought by either you or us (individually, a “Party" and collectively, the “Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating the arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

ii. Binding Arbitration

If a Party is unable to resolve a Dispute through informal negotiations, the Disputes (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the prevailing arbitration rules of the Singapore International Arbitration Centre (“SIAC”), which are available at the website https://siac.org.sg and expressly incorporated in this Section. Except where otherwise required by the applicable rules or applicable law, the arbitration can take place in the Singapore. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgement on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the local courts located in Singapore, and the Parties hereby consent to and waive all defenses of lack of personal jurisdiction, and forum non-convenience with respect to venue and jurisdiction in such courts.

In no event shall any Dispute brought by either Party related in any way to the App and the Smart Contracts be commenced more than one (1) year after the cause of the action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed or jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

iii. Exceptions to the Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provision concerning informal negotiations and binding arbitration: (a) any Dispute seeking to enforce or protect, or concerning the validity of, and of the intellectual property rights of a Party, (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal and unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed or jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

13. DISCLAIMERS

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE APP AND THE SMART CONTRACTS ARE AT YOUR SOLE RISK, AND THAT THE APP AND THE SMART CONTRACTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE APP AND THE SMART CONTRACTS AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, ANY SMART CONTRACT, OR ANY EXTERNAL APPS), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE APP AND THE SMART CONTRACTS WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE APP AND THE SMART CONTRACTS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE APP AND THE SMART CONTRACTS WILL BE ACCURATE, (III) THE APP AND THE SMART CONTRACTS OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE APP AND THE SMART CONTRACTS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE APP AND THE SMART CONTRACTS WILL BE SECURE. 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.

YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE BNB SMART CHAIN, PARTICLE NETWORK, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE APP, BSC NETWORK, OR THE METAMASK ELECTRONIC WALLET.

MMMs ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE BNB SMART CHAIN. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE BSC NETWORK. META MERGE LIMITED HAS NO CONTROL OVER AND MAKES NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS. META MERGE IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE BNB SMART CHAIN, PARTICLE NETWORK. INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE BNB SMART CHAIN, PARTICLE NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

14. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, YOU UNDERSTAND AND AGREE THAT WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, YOU AGREE AND ACKNOWLEDGE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE APP AND THE SMART CONTRACTS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) ONE HUNDRED (100) US DOLLAR.

YOU AGREE AND ACKNOWLEDGE THAT WE HAVE MADE THE APP AND THE SMART CONTRACTS AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. WE WOULD NOT BE ABLE TO PROVIDE THE APP AND THE SMART CONTRACTS TO YOU WITHOUT THESE LIMITATIONS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND SOME JURISDICTIONS ALSO LIMIT DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO PERSONAL INJURY CLAIMS.

15. ASSUMPTION OF RISK

You accept and acknowledge each of the following:

A. 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 MMMs, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of MMMs will not lose money.

B. You are solely responsible for determining what, if any, taxes apply to your MMM-related transactions. Meta Merge is not responsible for determining the taxes that apply to your transactions on the App or the Smart Contracts.

C. The App does not store, send, or receive MMMs. This is because MMMs exist only by virtue of the ownership record maintained on the App’s supporting blockchain on the network. Any transfer of MMMs occurs only on the BSC network.

D. 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 unauthorized access to information stored within your wallet. You accept and acknowledge that Meta Merge will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ronin network, however caused.

E. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the MMM ecosystem, and therefore the potential utility or value of MMMs.

F. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the MMM ecosystem, and therefore the potential utility or value of MMMs.

G. Upgrades by Game Developer to the BNB SMART CHAIN may have unintended, adverse effects on all Meta Merge assets.

16. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by third party due to or arising out of: (1) use of (2) breach of these Terms of Use, (3) any breach of your representations and warranties set forth in these Terms of Use, (4) your violation of the rights of a third party, including but not limited to intellectual property rights, or (5) any overt harmful act toward any other use of the App and the Smart Contracts with whom you connected via the App and the Smart Contracts. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action or proceeding which is subject to this indemnification upon becoming aware of it.

17. CHANGES TO THE APP

We are constantly innovating the App and Smart Contracts to help provide the best possible experience. You acknowledge and agree that the form and nature of the App and Smart Contracts, and any part of it, may change from time to time without prior notice to you, and that we may add new features and change any part of the App or Smart Contracts at any time without notice.

18. USER DATA

Our Privacy Policy describes the ways we collect, use, store and disclose your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with the aforementioned Privacy Policy.

We will maintain certain data that you transmit to the App and the Smart Contracts for the purpose of managing the performance of the App and the Smart Contracts, as well as data relating to your use of the App and the Smart Contracts. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that release to any activity you have undertaken using the App and the Smart Contracts. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

19. MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the App and the Smart Contracts, or in respect to the App and the Smart Contracts constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.

If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, and unenforceable, that provision or part of the provision is deemed severable these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the App. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.

There are no third party beneficiaries to these Terms. A person who is not a party under these Terms has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce or to enjoy the benefit of these Terms.

The parties are independent of each other, and nothing in these Terms create any agency, partnership, joint venture or any similar relationship, nor cause the parties to be deemed acting in concert in any respect.

You may not assign any or your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. Notwithstanding anything contained herein, we may assign our rights and obligations under these Terms in our sole discretion (without your consent) to an affiliate for any reason, including without limitation any assignment or novation in connection with a reincorporation to change our domicile.

LAST UPDATED: 22.06.2023