Cheeze Wizards Terms of Service
Last Updated: May 17, 2019
Cheeze Wizards™ is a tournament battle game that runs on the Ethereum network, using a set of specially-developed smart contracts (each, a “Smart Contract”) to enable players to buy wizards and use them to compete in a global contest of skill (the “Game”). The Smart Contracts and the Game are collectively referred to as the “Service” in these Terms of Service (these “Terms”). USE OF THE SERVICE IS PROHIBITED IF YOU ARE LOCATED IN A PROHIBITED JURISDICTION. YOU MAY NOT PARTICIPATE IN YOU ARE LOCATED IN SUCH A JURISDICTION, AND YOU WILL NOT BE ENTITLED TO ANY PRIZE, EVEN IF YOU WIN THE GAME. SEE SECTION 18 FOR MORE INFORMATION.
Udderly Fantastic Entertainment Ltd. ("UFE", "we", or "us") is making the Service available to you. Before you use the Service, you will need to agree to these Terms. PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE. THESE TERMS GOVERN YOUR USE OF THE SERVICE, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. WE ARE ONLY WILLING TO MAKE THE SERVICE AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING THE SERVICE, IN WHOLE OR IN PART, OR BY INDICATING YOUR ACCEPTANCE OF THESE TERMS DURING THE SIGNUP PROCESS, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN WE ARE UNWILLING TO MAKE THE SERVICE AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.
THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER, GOVERNING DISPUTES BETWEEN YOU AND US. PLEASE REVIEW THAT PROVISION CAREFULLY, SINCE IT AFFECTS YOUR RIGHTS. BY USING THE SERVICE, IN WHOLE OR IN PART, OR BY AGREEING TO THESE TERMS, YOU UNDERSTAND AND AGREE TO BE BOUND BY THE ARBITRATION PROVISION.
1. THE SERVICE
To most easily use the Service, you should first install a web browser (such as the Google Chrome web browser) and an electronic wallet compatible with the Non-Fungible Token (NFT) standard on the Ethereum network, such as the Dapper(™) electronic wallet (the “Dapper Interface”). The Dapper Interface and other electronic wallets allow you to purchase (either directly via Coinbase if you are in the United States, or via other third party sites), store, and engage in transactions using Ethereum cryptocurrency (ETH). You will not be able to engage in any transactions on the Service other than through your electronic wallet, or other Ethereum-compatible browsers.
Transactions that take place on the Service are managed and confirmed via the Ethereum blockchain. You understand that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the Service.
We neither own nor control Coinbase, Google Chrome, the Ethereum network, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Service. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.
You must provide accurate and complete registration information when you create an account for the Service. By creating an account, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update as necessary your account information. You are responsible for the security of your account and your electronic wallet (and other Ethereum wallets and accounts). If you become aware of any unauthorized use of your password or of your account with us, you agree to notify us immediately at email@example.com.
2. PURCHASING YOUR WIZARDS
To participate in the Game, you must purchase at least one wizard (each, a “Wizard”). Wizards are NFTs that cost ETH to purchase. When you purchase a Wizard from us, you are automatically entered into a global contest of skill that will allow you to compete to be the last Wizard standing (a “Tournament”). You can only buy Wizards from us via the Service. If you buy a wizard from somewhere other than the Service, that wizard may not be eligible to compete in the Tournament. You can purchase more than one Wizard. Every Wizard that you buy will be automatically entered into the Tournament. You cannot buy a Wizard from us and not have it be entered into the Tournament.
Each Wizard that you buy will have an amount of power associated with it (“Power”) that is used to determine its strength during the Tournament, how much damage it can inflict on other Wizards, and how much damage it can suffer before it is eliminated from the Tournament. When you initially purchase a Wizard from us, its price will reflect the amount of Power associated with it.
When Wizards duel one another, they do so by simultaneously casting a series of different spells (each, a “Spell”) that are selected by the Wizard’s owner. The winner of each round of the duel will be determined entirely by the Spells cast by each Wizard in that round. The winner of the duel is determined by combining the results of each round of the duel together, and comparing who won the most rounds.
Wizards come in two forms: neutral or aligned. Neutral Wizards have no special affinities – this means that they are equally adept at casting all of the different Spell types. If you purchase an aligned Wizard, however, you will have the ability to select one Spell type that your Wizard is especially proficient at casting. This proficiency will be reflected in the potential to do additional damage to your opponent when you cast that Spell type. Each Wizard’s public profile will indicate: that Wizard’s Power; whether that Wizard is neutral or aligned (and, if they are aligned, which Spell that Wizard has an affinity for casting); a list of all previous duels that Wizard has fought; and the Spells that the Wizard used in each of its previous duels.
All neutral Wizards will be made available for purchase for the same flat fee. As a result, all neutral Wizards will have the same amount of Power when they are purchased. The Power for each aligned Wizard, on the other hand, will rise based upon the Power of the last aligned Wizard sold, and the prices for each Wizard will vary according to its initial Power at the time of purchase.
When you buy a Wizard, fifty percent (50%) of the ETH from your purchase goes into a prize pool that will ultimately be awarded to the winner of the Tournament (the “Big Cheeze”). The other fifty percent (50%) of the ETH from your purchase is kept by UFE as a fee for providing the Service (the “Service Fee”), and is used to (i) offer secondary prizes associated with the Game; (ii) cover the “gas fees” for all of the duels, as described below; and (iii) cover other costs associated with providing the Service to you.
We may offer a pre-sale option as part of the Game, allowing you to pre-purchase Wizards for the Tournament before the Tournament Smart Contracts are complete. If we offer a pre-sale option, the purchasing process will be the same as described above. Once the Smart Contracts are complete, we will automatically transfer your purchased Wizards onto the Tournament Smart Contracts (we will cover any “gas fees”, described below, involved in doing so), and automatically enter your Wizards into the Tournament. All Wizards purchased during the pre-sale must participate in the Tournament.
3. THE TOURNAMENT
You need to own at least one Wizard to participate in the Tournament. Your Wizards are inextricably linked to the Tournament you have bought them for. If we ever introduce a new Tournament, unless we provide you with a way to “recharge” your Wizard or otherwise enter an alternative NFT to participate in that Tournament, you will need to buy a new Wizard to participate in that Tournament.
The Tournament will include the following discrete phases: (i) the “Buy Phase”, before the Tournament begins, when players can purchase Wizards; (ii) the “Buy and Fight Phase”, when the Tournament has officially begun, but players can still purchase Wizards in order to participate; and (iii) the “Blue Mold” phase, when the Tournament continues, no new Wizards can be purchased, and a Blue Mold (described below) is used to ensure that the Tournament ends in a timely fashion. Before the Tournament begins, we will inform you of the duration of each of the above phases.
The “Blue Mold” is a cutoff point that eliminates any Wizards from the Tournament that are below a certain Power threshold. We implement the Blue Mold to keep the Tournament moving forward towards a single winner in a timely fashion. If the Power level of a Wizard falls below the level of the Blue Mold, that Wizard will be eliminated from the Tournament. At regular intervals clearly defined at the beginning of the Tournament, the cutoff level for the Blue Mold will be increased by a predefined amount (also clearly defined at the beginning of the Tournament). All Wizards whose Power level falls below the new Blue Mold value will be eliminated from the Tournament. In the unlikely event that all Wizards are eliminated from a Tournament as the result of a Blue Mold, the Big Cheeze will be split amongst all the Wizards that were eliminated by that Blue Mold based on the ratio of each Wizard’s power to the sum of the Power of all the Wizards eliminated by the Blue Mold.
If your Wizard is at risk of being eliminated by a Blue Mold, you have two choices: you can duel another Wizard to take some of their Power (to get you above the Blue Mold), or you can try to “Ascend” (defined below).
You will have the option to Ascend if your Wizard’s Power is in the “danger zone” – a range that is clearly defined at the beginning of the Tournament – and you are in an “Ascension Window” (defined below). Once you Ascend, your Wizard will remain in ascension until the current Blue Mold passes (the “Ascension Period”). If no other Wizard challenges your Wizard during the Ascension Period, your Wizard will survive the Blue Mold. If, however, another Wizard challenges yours during the Ascension Period, you are forced to accept the challenge; and, if you lose the resulting duel, your Wizard will be eliminated from the Tournament (even if your Power was not reduced to 0 by the duel itself).
Once a Tournament begins, players will be given specific periods of time each day when they are permitted to send requests to duel one another (each, a “Fight Window”), as well as periods when eligible Wizards can elect to Ascend (each, an “Ascension Window”). We will inform you of the Fight Windows and Ascension Windows before the Tournament begins, and then again periodically during the course of the Tournament.
We can create a new Tournament at any time. When we announce a new Tournament, we may make the following information available to prospective participants: (i) if there is a cap, the number of neutral and aligned Wizards who will be allowed to participate; (ii) the initial (and, for aligned Wizards, the increasing) prices of the Wizards that will participate in that Tournament; (iii) the duration of the Buy Phase, the Buy and Fight Phase, and the Blue Mold Phase; (iv) the relevant Fight Windows and Ascension Windows; and (v) any other relevant information related to that Tournament.
4. DUEL MECHANICS
A duel is a battle between two Wizards. You can challenge other Wizards to a duel, or other Wizards can challenge you to a duel. No one is ever forced to accept a challenge. The only exception is when your Wizard is Ascending; in that case, you are forced to accept the first challenge that is made to you.
You can only challenge other Wizards to duels, and other Wizards can only challenge you to duels, during a Fight Window. Challenges are only valid during a particular Fight Window. This means that if you challenge another Wizard (or another Wizard challenges you) during a Fight Window and you/they do not accept the challenge, that challenge will automatically expire at the end of that Fight Window.
You can challenge any other Wizard during a Fight Window. We encourage you to challenge Wizards whose Power is similar to yours; challenging Wizards whose Power is much greater than yours is likely to get you eliminated from the Tournament very quickly.
The duel does not begin until both Wizards have accepted the challenge. Once both Wizards have accepted a challenge, the Game will inform each player that the duel has begun. At this point, neither player may back out of the duel. Each player will have fifteen (15) minutes (the “Spell Window”) to select five (5) Spells for the duel, in the order in which the player wishes the Spells to be cast (e.g., Water, Water, Fire, Air, Water). To aid in Spell selection, each player will be able to see the other Wizard’s duel history, Spells used, and the order in which they were used.
If neither player selects their Spells during the Spell Window, the duel will not occur, and no Power will be redistributed. If one player selects his or her Spells during the Spell Window but the other player does not, the player who selected his/her Spells during the Spell Window automatically wins that duel as though their opponent has selected the losing options for all Spells.
Once both players have selected their Spells during the Spell Window, the Game will send each player a notification that the duel has taken place. The players can then log in to the Game to watch a real-time simulation of the duel, and see the results.
The result of each round of a duel will be either: (i) “win”, where the Spell your Wizard cast beats the Spell your opponent cast (e.g., you selected Water when the other Wizard selected Fire); (ii) “loss”, where the Spell your Wizard casts loses to the Spell your opponent cast (e.g., you selected Water, but your opponent selected Air); or (iii) “draw”, where you and your opponent selected the same Spell.
The winner of each duel is determined by which Wizard wins the most rounds of the duel. At the end of a duel, Power is redistributed based on the relative initial Power of each Wizard and the margin of victory.
If there is no winner – meaning that the occurrence of one or more “draws” results in each Wizard winning the same number of rounds – then no Power is redistributed.
If a Wizard’s Power is reduced to zero, that Wizard is eliminated from the Tournament. You cannot recover the ETH you paid to buy that Wizard, and the Service Fee is not refundable.
5. THE BIG CHEEZE
The Game continues until only one Wizard remains. The Ethereum account registered to the owner of the winning Wizard will have the sole ability to withdraw the Big Cheeze, which will be held in escrow by the Tournament Smart Contract. If the Big Cheeze is not claimed by the winning Wizard within twelve (12) months of the conclusion of the Tournament, rights to the Big Cheeze will revert to UFE.
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 Service (including, without limitation, any Taxes that may become payable as the result of your winning the Big Cheeze). Except for income taxes levied on UFE, you: (i) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to these Terms. You confirm that you are not a resident in Canada nor are you registered for Goods and services tax / Harmonized sales tax (GST / HST) or Provincial sales taxes (PST) in Canada, and will inform UFE if your status changes in the future.
Any financial transactions that you engage in via the Service will be conducted solely through the Ethereum network. We 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 Service, or using the Smart Contracts, or any other transactions that you conduct via the Ethereum network.
Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. The Gas Fee funds the network of computers that run the decentralized Ethereum network. In partial consideration of receiving the Services Fee, UFE will pay the Gas Fee for each Wizard duel. You agree not to abuse this process, or to engage in duels that force draws with the purpose of forcing UFE to pay Gas Fees. In such a situation, or in any similar situation in which we, in our sole discretion, determine that you are attempting to abuse this process, UFE reserves the right to stop paying the Gas Fees associated with the abusive activity. Except as otherwise expressly set forth in these Terms, you will be responsible to pay any Gas Fee for any transaction that occurs via the Service.
6. OWNERSHIP; LICENSE; RESTRICTIONS
For the purposes of this Section 6, the following capitalized terms will have the following meanings:
“Art” means any art, design, and drawings that may be associated with a Wizard that you Own.
“Extensions” means third party designs that: (i) are intended for use as extensions or overlays to the Art, (ii) do not modify the underlying Art, and (iii) can be removed at any time without affecting the underlying Art.
“Own” means, with respect to a Wizard, a Wizard that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.
“Purchased Wizard” means a Wizard that you Own.
“Third Party IP” means any third party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
i. You Own the NFT. Each Wizard is a non-fungible token (an “NFT”) on the Ethereum blockchain. When you purchase a Wizard, you own the underlying NFT completely. This means that you have the right to trade your NFT, sell it, or give it away. Ownership of the NFT is mediated entirely by the Smart Contract and the Ethereum Network: at no point will we seize, freeze, or otherwise modify the ownership of any Wizard.
ii. UFE Owns the Service. You acknowledge and agree that UFE (or, as applicable, our licensors) owns all legal right, title and interest in and to all other elements of the Service, and all intellectual property rights therein (including, without limitation, all Art, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Service (collectively, the “UFE Materials”)). You acknowledge that the UFE Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All UFE Materials are the copyrighted property of UFE or its licensors, and all trademarks, service marks, and trade names associated with the Service or otherwise contained in the UFE Materials are proprietary to UFE or its licensors. Except as expressly set forth herein, your use of the Service does not grant you ownership of or any other rights with respect to any content, code, data, or other UFE Materials that you may access on or through the Service. We reserve all rights in and to the UFE Materials that are not expressly granted to you in these Terms. For the sake of clarity, you understand and agree: (a) that your purchase of a Wizard, whether via the Service or otherwise, does not give you any rights or licenses in or to the UFE Materials (including, without limitation, our copyright in and to the associated Art) other than those expressly contained in these Terms; (b) that you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialize any elements of the UFE Materials (including, without limitation, any Art) without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (c) that you will not apply for, register, or otherwise use or attempt to use any UFE trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.
C. License to Art.
i. General Use. Subject to your continued compliance with these Terms, UFE grants you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Art for your Purchased Wizards, along with any Extensions that you choose to create or use, solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your Purchased Wizards, provided that the marketplace cryptographically verifies each Wizard owner’s rights to display the Art for their Purchased Wizard to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your Purchased Wizard, provided that the website/application cryptographically verifies each Wizard’s owner’s rights to display the Art for their Purchased Wizard to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased Wizard leaves the website/application.
ii. Commercial Use. Subject to your continued compliance with these Terms, UFE grants you a limited, worldwide, non-exclusive, non-transferable license to use, copy, and display the Art for your Purchased Wizard for the purpose of commercializing your own merchandise that includes, contains, or consists of the Art for your Purchased Wizard (“Commercial Use”), provided that such Commercial Use does not result in you earning more than One Hundred Thousand Dollars ($100,000) in gross revenue each year. For the sake of clarity, nothing in this Section will be deemed to restrict you from (i) owning or operating a marketplace that permits the use and sale of Wizards generally, provided that the marketplace cryptographically verifies each Wizard owner’s rights to display the Art for their Purchased Wizard to ensure that only the actual owner can display the Art; (ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of Wizards generally, provided that the third party website or application cryptographically verifies each Wizard owner’s rights to display the Art for their Purchased Wizard to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased Wizard leaves the website/application; or (iii) earning revenue from any of the foregoing, even where such revenue is in excess of $100,000 per year.
You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without UFE’s express prior written consent in each case: (i) modify the Art for your Purchased Wizard in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes (your use of Extensions will not constitute a prohibited modification hereunder); (ii) use the Art for your Purchased Wizard to advertise, market, or sell any third party product or service; (iii) use the Art for your Purchased Wizard in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) use the Art for your Purchased Wizard in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms or solely for your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for your Purchased Wizard, except as expressly permitted in these Terms; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased Wizard; or (vii) otherwise utilize the Art for your Purchased Wizard for your or any third party’s commercial benefit. To the extent that Art associated with your Purchased Wizard contains Third Party IP (e.g., licensed intellectual property from a celebrity, athlete, or other public figure), you understand and agree as follows: (w) that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (x) that the Commercial Use license in Section 3.C(ii) above will not apply; (y) that, depending on the nature of the license granted from the owner of the Third Party IP, UFE may need to pass through additional restrictions on your ability to use the Art; and (z) to the extent that UFE informs you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of this license. The restrictions in this Section will survive the expiration or termination of these Terms.
E. Other Terms of License.
The license granted in Section 6.C above applies only to the extent that you continue to Own the applicable Purchased Wizard. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased Wizard for any reason, the license granted in Section 6.C will immediately expire with respect to that Wizard without the requirement of notice, and you will have no further rights in or to the Art for that Wizard. If you exceed the $100,000 limitation on annual gross revenue set forth in Section 6.C(ii) above, you will be in breach of these Terms, and must send an email to UFE at firstname.lastname@example.org within forty-five (45) days, with the phrase “Cheese Wizard License - Commercial Use” in the subject line, requesting a discussion with UFE regarding entering into a broader license agreement or obtaining an exemption (which may be granted or withheld in UFE’s sole and absolute discretion). If you exceed the scope of the license grant in Section 6.C(ii) without entering into a broader license agreement with or obtaining an exemption from UFE, you acknowledge and agree that: (i) you are in breach of these Terms; (ii) in addition to any remedies that may be available to UFE at law or in equity, UFE may immediately terminate the license that was granted to you in Section 6.C, without the requirement of notice; and (iii) you will be responsible to reimburse UFE for any costs and expenses incurred by UFE during the course of enforcing these Terms against you.
You may choose to submit comments, bug reports, ideas or other feedback about the Service, including without limitation about how to improve the Service (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.
G. Your Obligations.
You agree that you are responsible for your own conduct while accessing or using the Service, and for any consequences thereof. You agree to use the Service only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; (ii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iii) impersonate another person (via the use of an email address or otherwise); (iv) upload, post, transmit or otherwise make available through the Service any content that infringes the intellectual proprietary rights of any party; (v) use the Service to violate the legal rights (such as rights of privacy and publicity) of others; (vi) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (vii) interfere with other users' enjoyment of the Service; (viii) exploit the Service for any unauthorized commercial purpose; (ix) modify, adapt, translate, or reverse engineer any portion of the Service; (x) remove any copyright, trademark or other proprietary rights notices contained in or on the Service or any part of it; (xi) reformat or frame any portion of the Service; (xii) display any content on the Service that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (xiii) use any spider, site search/retrieval application, or other device to retrieve or index any portion of the Service or the content posted on the Service, or to collect information about its users for any unauthorized purpose; (xiv) create user accounts by automated means or under false or fraudulent pretenses; or (xv) access or use the Service for the purpose of creating a product or service that is competitive with any of our products or services. If you engage in any of the activities prohibited by this Section, we may, at our sole and absolute discretion, without notice to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account and/or delete your Wizards’ images and descriptions from the Service and the Game. If we delete your Wizards’ images and descriptions from the Service and/or the Game, such deletion will not affect your ownership rights in any NFTs that you already Own, but those Wizards will be automatically eliminated from the Tournament, and you will not receive a refund of any amounts you paid for those Wizards.
You may terminate these Terms at any time by canceling your account on the Service and discontinuing your access to and use of the Service. You will not receive any refunds if you cancel your account, or otherwise terminate these Terms. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the Service. You agree that any suspension or termination of your access to the Service may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms or suspend or terminate your access to or use of the Service due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, in each case as determined in our sole discretion, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Service or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party. Sections 1.C, and 5 through 19 will survive the termination or expiration of these Terms for any reason.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THAT THE SERVICE IS 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 SERVICE AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THE GAME, ANY SMART CONTRACT, OR ANY EXTERNAL WEBSITES), 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 PARENT, SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE SERVICE WILL BE ACCURATE, (III) THE SERVICE OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SERVICE 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.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ETHEREUM NETWORK OR YOUR ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (i) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (ii) SERVER FAILURE OR DATA LOSS; (iii) CORRUPTED WALLET FILES; OR (iv) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE, ETHEREUM NETWORK, OR ANY ELECTRONIC WALLET.
WIZARDS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS.
UFE IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE ETHEREUM NETWORK OR ANY ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE ETHEREUM NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
9. LIMITATION OF LIABILITY
YOU UNDERSTAND AND AGREE THAT UFE, ITS PARENT, 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.
YOU AGREE THAT UFE’S 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 SERVICE, 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 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) $100.
YOU ACKNOWLEDGE AND AGREE THAT UFE HAS MADE THE SERVICE 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. UFE WOULD NOT BE ABLE TO PROVIDE THE SERVICE 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.
CALIFORNIA RESIDENTS: If you are a California resident, you waive California Civil Code 1542, which says “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor.”
10. ASSUMPTION OF RISK
You accept and acknowledge each of the following:
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 Wizards, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of Wizards will not lose money.
You are solely responsible for determining what, if any, taxes apply to your Wizard-related transactions or any prize (including, without limitation, the Big Cheeze) that you may win. UFE is not responsible for determining the taxes that apply to your transactions on the Service, the Game, or the Smart Contracts.
The Service does not store, send, or receive Wizards. This is because Wizards exist only by virtue of the ownership record maintained on the Service’s supporting blockchain in the Ethereum network. Any transfer of Wizards occurs within the supporting blockchain in the Ethereum network, and not on the Service.
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 electronic wallet. You accept and acknowledge that UFE will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum network, however caused.
A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the Cheese Wizards ecosystem, and therefore the potential utility or value of your Wizards.
The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Cheese Wizards ecosystem, and therefore the potential utility or value of your Wizards.
Upgrades by Ethereum to the Ethereum platform, a hard fork in the Ethereum platform, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using the ERC-721 standard, including the Cheese Wizards ecosystem.
You agree to hold harmless and indemnify UFE and its parent, subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and attorneys' fees arising out of or in any way related to (i) your breach of these Terms, (ii) your misuse of the Service, and (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of the Service. You agree that UFE will have control of the defense or settlement of any such claims.
12. EXTERNAL SITES
The Service may include hyperlinks to other websites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.
13. CHANGES TO THE TERMS
We may make changes to the Terms from time to time. When we make changes, we will make the updated Terms available on the Service and update the “Last Updated” date at the beginning of these Terms accordingly. Please check these Terms periodically for changes. Any changes to the Terms will apply on the date that they are made, and your continued access to or use of the Service after the Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, you may not access or use the Service.
14. CHANGES TO THE SERVICE
We are constantly innovating the Service to help provide the best possible experience. You acknowledge and agree that the form and nature of the Service, 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 Service at any time without notice.
You affirm that you are over the age of 18. The Service is not intended for children under 18. If you are under the age of 18, you may not use the Service. We do not knowingly collect information from or direct any of our content specifically to children under the age of 18. If we learn or have reason to suspect that you are a user who is under the age of 18, we will unfortunately have to close your account. Other countries may have different minimum age limits, and if you are below the minimum age for providing consent for data collection in your country, you may not use the Service without obtaining your parents’ or legal guardians’ consent. IF YOU ARE 18 OR OLDER, BUT UNDER THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE (IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY), THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF ANYONE UNDER THE LEGAL AGE OF MAJORITY, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD'S USE OF THE SERVICE, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.
17. DISPUTE RESOLUTION; ARBITRATION AND WAIVER OF CLASS, GROUP OR REPRESENTATIVE CLAIMS
Please read this Section 17 carefully. It requires you to arbitrate disputes with UFE, its parent, subsidiaries, and affiliates, and limits the manner in which you can seek relief from us. If you are located in the United States, this Section 17 shall be construed under and according to the U.S. Federal Arbitration Act, and questions regarding its enforceability or scope shall be reserved to the arbitrator to the maximum extent permitted by applicable law.
All disputes arising out of or in connection with these Terms, including without limitation your access to or use of the Service, or to or of any products sold or distributed through the Service will be referred to and finally resolved by individual (not group or class) arbitration under the rules of the British Columbia International Commercial Arbitration Centre. The appointing authority will be the British Columbia International Commercial Arbitration Centre. The case will be adjudicated by a single arbitrator and will be administered by the British Columbia International Commercial Arbitration Centre in accordance with its applicable rules. Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, UFE will pay them for you. The place of arbitration will be Vancouver, British Columbia, Canada. You may choose to have the arbitration conducted by telephone or video conferencing, based on written submissions. The language of the arbitration will be English. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek and obtain temporary injunctive relief in any jurisdiction in any court of competent jurisdiction until an arbitrator can be empaneled and can agree to continue, modify, or terminate such relief, and each party agrees that these Terms are specifically enforceable through injunctive relief and other equitable remedies without proof of monetary damages. In addition, either party may bring a motion or action to compel arbitration pursuant to this Section or to enforce any arbitral award issues hereunder in any court of competent jurisdiction.
WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE SERVICE, OR ANY PRODUCTS SOLD OR DISTRIBUTED THROUGH THE SERVICE: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OR GROUP OF CLAIMANTS, OR IN ANY REPRESENTATIVE CAPACITY ON BEHALF OF OTHER CLAIMANTS, IN ANY LAWSUIT OR ARBITRATION.
In the event a decisionmaker of competent jurisdiction finally determines all or a portion of this Section 17 to be unenforceable or otherwise invalid, the Section shall be reformed to effectuate as closely as possible the intent of the parties in agreeing to this Section. In the event the arbitration requirement is invalidated, any legal action or proceeding arising under these Terms will be brought exclusively in the federal or provincial courts located in Vancouver, British Columbia, and the parties irrevocably consent to the personal jurisdiction and venue there.
18. PROHIBITED JURISDICTIONS AND PARTICIPANTS
Employees of UFE, and their respective parents, subsidiaries, affiliates, promotion and advertising agencies, and members of their immediate families (including, without limitation, spouse and parent, children and siblings and their respective spouses, regardless of where they reside) and persons living in the same household, whether or not related, of such employees may not use the Service, except on a non-competitive basis that is subject at all times to UFE’s internal policies.
Residents of the following jurisdictions may not use the Service: (i) Canada; (ii) the States of Arkansas, Arizona, Kentucky, Maryland, South Carolina, and Tennessee; or (iii) any other jurisdiction where applicable laws prohibit your use of the Service or participation in the Game for any reason (each, a “Prohibited Jurisdiction”). Identification of a particular jurisdiction as prohibited reflects an administrative decision by UFE and not a determination as to the legality of the Service in that jurisdiction. UFE reserves the right to revisit the list of Prohibited Jurisdictions, and add or remove particular jurisdictions at any time.
A person falling within the scope of paragraphs A or B of this Section (each, a “Prohibited Participant”) will not be eligible to win the Big Cheeze, or any other prize the Game may offer. If we learn or have reason to suspect in our sole discretion that you are a Prohibited Participant, we will unfortunately have to close your account and terminate your access to the Service. BY USING THE SERVICE OR BY AGREEING TO THESE TERMS, YOU ARE CONFIRMING THAT YOU ARE NOT A PROHIBITED PARTICIPANT.
These Terms constitute the entire legal agreement between you and UFE, govern your access to and use of the Service, and completely replace any prior or contemporaneous agreements between the parties related to your access to or use of the Service, whether oral or written. There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms create any agency, partnership, or joint venture. The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party. 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. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger. Should any part of these Terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions will remain in full force and effect. Our failure to enforce any provision of these Terms will not be deemed a waiver of such provision, nor of the right to enforce such provision. These Terms will be governed by and construed in accordance with the laws of the province of British Columbia, Canada and the federal laws of Canada applicable therein, excluding its conflicts of law rules and principles. We will not be liable for any failure or delayed performance of our obligations that result from any condition beyond our reasonable control, including, but not limited to, governmental action, acts of terrorism, earthquake, fire, flood, acts of God, labor conditions, power failures, Internet disturbances, or acts or omissions of third parties. You agree that we may provide you with notices (including, without limitation those regarding changes to these Terms) by email, regular mail, or postings on the Service. By providing us with your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.