This website is owned and operated by Leonis Pty Ltd ACN 639 363 447 (hereafter referred to as ‘Leonis’, ‘us’, ‘we’ and ‘our’). As noted above, your continued use of our website indicates your agreement to these terms and conditions of use (Website Terms).
Please read the following Website Terms to understand your rights and obligations when accessing our Website.
We may also offer additional products and services from time to time to you. By browsing or accessing our Website using the Services, you agree to be bound by these Website Terms and acknowledge that you have read and understood them. If you do not accept these Website Terms, you must immediately cease using our Website.
We reserve the right to amend these Website Terms from time to time. Amendments will be effective as soon as such changes are notified on the Website. Your continued use of the Website and our Services following such notification constitutes agreement by you to be bound by these Website Terms as amended.
You should regularly review these Website Terms. Where there is inconsistency between the content on the Website and these Website Terms, the Website Terms shall prevail to the extent of any inconsistency.
These Website Terms constitute the entire agreement between you and us with respect to their subject matter and supersede all prior agreements and understandings between you and us in connection with the Website.
You may access some areas of the Website without registering your details with us. However, to use the Services, you must provide us with some of your personal information and apply to register an account (Account).
To obtain an Account, you must:
be at least 18 years of age; and
submit all identity verification and other documents or information requested by us during the Account application process.
We may accept or reject your application for an Account at our sole discretion, without providing reasons.
You agree to keep your Account information accurate and complete. You will not be able to use the Services if you provide invalid, expired or incorrect information.
You acknowledge and agree that you are responsible for any activity that occurs through your Account and you will not sell, transfer, license or assign your Account to anyone else.
You agree that you will not create an Account for another person, and will not hold more than one Account, unless permitted by us in writing.
By applying for and registering an Account, you agree:
to provide us with current, accurate, and complete information about you as prompted by the Account application process, and to keep such information updated; and
that you will not use any Account, other than your own, or access the Account of any other user at any time, or assist others in obtaining unauthorised access.
The registration or use of your Account by another person without obtaining our prior express permission will result in the immediate suspension your Account. Any attempt to do so or to assist others (users or otherwise), or the distribution of instructions, software or tools for that purpose, will result in the Accounts of such users being terminated.
You acknowledge and agree that you are responsible for maintaining the confidentiality of your Account information, including your password, safeguarding your own digital assets, and for all activity associated with your Account. If there is suspicious activity related to your Account, we may, but are not obligated, to request additional information from you, including authenticating documents, and to freeze any transactions pending our review.
Your non-compliance with any request we make in relation to your Account will result in suspension or termination of your Account. You are required to notify us immediately of any unauthorised use of your Account or password, or any other breach of security.
For the avoidance of doubt, any user who violates these rules may be terminated, and thereafter held liable for losses incurred by us or any affected user.
The content and information we present on our website is intended to provide a summary of the subject matter covered. While we use all reasonable steps to ensure the accuracy and completeness of information and content on our website, to the greatest extent permitted by law, including the Australian Consumer Law, we give you no warranty concerning the accuracy or completeness of our content or information. Content and information on our website may change without notice to you, but we do not warrant that we will keep this content or information updated. We are not liable to you or anyone else if the content or information on our website is not up-to-date, accurate or complete.
We are not liable to you or anyone else if any part of our website (or a website we link to) causes interference with or damage to your computer systems (including your mobile devices). You must take such precautions as you feel are sufficient to protect yourself from any malware, viruses or any other way in which our website (or a website we link to) could damage your computer systems (including your mobile devices).
In Australia, our services come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in these terms and conditions purports to modify or exclude the conditions, warranties and undertakings, and any other legal rights, arising under the Australian Competition and Consumer Act or any other laws. Any and all other warranties or conditions which are not guaranteed by the Australian Consumer Law or the Competition and Consumer Regulation 2010 are expressly excluded where permitted, including liability for loss of expectations, loss of profits, incidental or consequential loss or damage caused by breach of any express or implied warranty or condition.
To the extent that we are in breach of any consumer guarantee, your sole remedy will be for us to provide to you the features or service that was previously provided, or to pay for those features or services to be re-performed for you.
In Australia, our services come with guarantees that cannot be excluded under Schedule 2 to the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law).
Nothing in these Website Terms excludes, restricts or modifies or purports to exclude, restrict the conditions, warranties and undertakings arising under the Australian Consumer Law. Our liability for death or personal injury arising from our negligence or for any condition, warranty, right or liability implied in these Website Terms by law cannot be excluded.
Our Website is provided to you strictly on an “as is” and “as available” basis. You acknowledge that:
your use of the Website and Services is at your own risk and is also subject to the terms and conditions of the websites, products and services of our Affiliates that you access via our Website or Services;
prior to accepting these Website Terms you have been given a reasonable opportunity to examine and satisfy yourself as to the contents of these Website Terms; and
at no time prior to accepting these Website Terms have you relied on our skill or judgement, and you acknowledge that it would be unreasonable for you to do so.
To the maximum extent permitted by law, all other warranties or conditions which are not guaranteed by law are expressly excluded, including liability for loss of expectations, loss of profits, incidental or consequential loss or damage caused by breach of any express or implied warranty or condition. In particular, we do not warrant:
that your access to the Website or our Services will be free from interruptions, errors or viruses; or
the accuracy, adequacy or completeness of information on the Website (nor do we undertake to keep the Website updated).
To the extent that we are in breach of any consumer guarantee or any other warranty or condition that cannot be excluded from these Website Terms:
your sole remedy will be for us to provide the features or services that were previously provided; and
our maximum liability to you is limited to the purchase price of the goods or services you purchased in your last transaction using our Services or $100, whichever is lower.
To the maximum extent permitted by law, we do not accept responsibility for any loss or damage (including indirect, special or consequential loss or damage), however caused and whether or not foreseeable (whether in contract, tort, for breach of statutory duty or otherwise), even if we have previously been advised of the possibility of such loss or damage which you may directly or indirectly suffer in connection with:
your use of the Website or our Services or any linked website, content, products and services (together, the linked services) (including interference with or damage to your computer or mobile devices arising in connection with any such use);
the Website or our Services being interrupted or unavailable;
errors or omissions from the Website or our Services;
any failure or lack of any security measures by us, or any third party including in relation to the storage or transfer of;
viruses, malicious codes or other forms of interference effecting the Website or our Services or any linked services;
your use of or reliance on information contained on or accessed through the Website or our Services or any linked services, which information may be incorrect, incomplete, inadequate or outdated;
goods or services supplied pursuant to or in any way connected with the Website or our Services;
unauthorised access to or use of, our servers and/or any information stored on them; or
any failure or omission on our part to comply with our obligations as set out in these Website Terms.
We do not accept responsibility for inaccuracies or errors in any information about, or advertisements in respect of, goods and services, contained in the Website which are supplied by our Affiliates. The placement of such advertisements does not constitute a recommendation or endorsement by us of the relevant goods or services and the third party or owner of the linked services is solely responsible for any representations made in connection with information in respect of it and its goods and services displayed on the Website.
To the maximum extent permitted by law, you agree to indemnify and keep indemnified Leonis, our Affiliates and their Personnel against any action, liability, cost, claim, loss, damage, proceeding or expense suffered or incurred directly or indirectly arising from your use of the Website or the Services, or from your violation of these Website Terms.
You must ensure that your access to the Website and our Services is not illegal or prohibited by laws which apply to you in the jurisdiction in which you are located.
You must take your own precautions to ensure that the process which you employ for accessing the Website and our Services does not expose you to the risk of viruses, malicious computer code or other forms of interference emanating from the Website or our Services (or any linked services) which may damage your own computer system.
You agree that you will not rely on any information contained on the Website or the availability of such information and that any decision you make in relation to the Website or our Services will be as a result of your own independent assessment of such information.
Even though we intend on providing accurate information on the Website, we cannot guarantee that the information on the Website is accurate, complete or updated, or free from technical inaccuracies or typos. In an effort to continue providing you with complete and accurate information to the extent possible, the information on the Website may change or be updated from time to time without advance notice.
The content of the Website and our Services (including its “look and feel”, text, graphics, images, logos, icons, photographs, editorial content, sound recordings, software and other material) is owned by us or licensed to us by third parties and protected under applicable laws.
Other than for the purposes of, and subject to the conditions prescribed under, the Copyright Act 1968 (Cth) and similar legislation which applies in the jurisdiction in which you are located, and except as expressly authorised by these Website Terms or in writing by us, you may not in any form or by any means:
copy, adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of the Website or the Services; or
commercialise any information, products or services obtained from any part of the Website or the Services.
All rights not expressly granted under these Website Terms are expressly reserved.
Subject to the terms and conditions in these Website Terms, we grant you a limited licence to access the website and view and use the content.
The Website is provided for your personal, non-commercial use only.
You warrant to us and agree that you are 18 years of age or over and have full legal capacity to access the Website under the laws of Australia or the laws of the jurisdiction in which you reside.
If we become aware that you are under 18 years old and have used or accessed or are using or accessing the Website or the Services, we may terminate or suspend your Account without notice to you and any digital assets in your Account may be forfeited and we will have no further obligations to you. Once your Account is cancelled, it cannot be re-activated and we reserve the right to deny you access to the Services.
You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, licence, commercially exploit, create derivative works from, transfer, or sell any content, software, products or services contained within or derived from the Website or the Services without our prior written approval.
You may not use the Website or the Services, or any of our content, to further any commercial purpose, including any advertising or advertising revenue generation activity on your own website without our express, prior written consent.
Your use of the Website and our Services is subject to international export controls and financial export requirements. By sending, receiving, purchasing, selling, trading or storing Tokens via the Services, you declare and undertake that you are aware of and subject to these requirements. Without limiting the foregoing, you are not entitled to use the Services if:
You are a citizen or resident of Cuba, Iran, North Korea, Sudan or Syria or any other country subject to US embargo, UN sanctions, the HM financial sanctions regime, or if you are on the list of specific citizens by the US Ministry of Finances or the list of people denied by the US Ministry of Trade, a non-verified list, the financial sanctions regime of the Ministry of Finances; or
you intend on supplying any digital asset purchased or stored to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to US embargo or the HM financial sanctions regime (or to a citizen or resident of any of these countries), or to a person on the list of specific persons, the list of denied persons, the non-verified list, the list of entities of the financial sanctions regime of HM.
The Website may contain links to linked services. Those links are provided for convenience only and may not remain current or be updated by us.
We are not responsible for the content or privacy policies or practices of persons or companies associated with linked services. We will not be liable to you or any other person for any loss or cost arising in respect of use or access to linked services. When you access any linked services you do so entirely at your own risk.
Linked services should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those linked services, or of any information, graphics, materials, products or services referred to or contained on those Linked Websites, unless and to the extent stipulated to the contrary.
We do not grant you any intellectual property rights in any thing (including information and content such as films, sound recordings, literary works and artistic works, whether in a material form or not) on or accessible via the Website (Materials).
You must not reproduce the Materials or communicate the Materials to the public (including via any form of linking) without our prior written approval. Any permitted use or disclosure (including reproductions and communications to the public) of any Materials by you are on the basis that:
such use and disclosure is at your own risk, including the risk of being sued for intellectual property infringement or misleading or deceptive conduct;
you ensure that all links to Materials are presented or used in a way that makes it clear that our Website and Services are the source of the Materials;
you ensure that anyone who uses or reproduces your links to the Materials does so on the same terms as a person who accesses the Materials directly from the Services;
you ensure that anyone who uses or reproduces your links to the Materials is not able to circumvent the limits (including technological restrictions and as to location) applying in respect of the Materials were the Materials to be accessed or sought to be accessed directly from the Services rather than via their links;
you do not link the Materials in a way that damages or takes advantage of our reputation, including in a way that suggests or implies that you have any association or affiliation with us or approval or endorsement; and
you otherwise comply with our directions, including any take down or cease or desist directions.
You must only use the Website and our Services for lawful purposes. You are prohibited from doing any act that we, acting reasonably, consider to be inappropriate, or which is unlawful or prohibited by any laws applicable to the Website and our Services, including but not limited to any act which would constitute a breach of privacy, using the Services to defame or libel us, our employees or any other person.
You must not:
reverse engineer the code contained in the Website or upload files which contain viruses or malware which may cause damage to our property or the property of other individuals or post or transmit to our Website any material which we have not authorised including material which is, in our sole opinion, likely to cause annoyance, or which is racist, defamatory, obscene, threatening, pornographic or otherwise or which is detrimental to or in violation of our security protocols;
damage, disrupt, interfere with or misuse the Website, including by data mining, hacking, data harvesting or scraping or using similar data gathering and extraction tools in respect of the Website;
launch any automated program or script, including web crawlers, web robots, web indexers, bots, viruses or worms or any program which makes multiple server requests per second or impairs the operation and/or performance of the Website; or
use any device, software or routine intended to damage or interfere with the proper working of the Website or to intercept or sequester any system, data, images or other multimedia elements from the Website.
You consent to any act or omission which would otherwise constitute an infringement of your moral rights you may have in respect of Visitor Material. This consent survives any termination of these Website Terms.
You agree that we will have no obligations with respect to any Visitor Material, and that we and anyone we designate will be free to copy, disclose, distribute, incorporate and otherwise use any Visitor Material and all data images, sounds, text and other things embodied in the Visitor Material for any and all commercial and non-commercial purposes.
By posting, uploading or transmitting any Visitor Material, you represent and warrant that any Visitor Material does not and will not:
breach any applicable law;
contain any viruses or any other harmful program;
contain any defamatory, obscene or offensive material;
promote violence or discrimination;
infringe the intellectual property rights of another person;
breach any legal duty owed to a third party (such as a duty of confidence);
promote illegal activity or breach the privacy of any other person;
be threatening, abusive or invade another person’s privacy or be likely to harass, upset, embarrass or annoy any other person;
give the impression that the Visitor Material originates from us;
be used to impersonate another person or to misrepresent your affiliation with another person; or
contain any unsanctioned advertising, promotional materials, or other forms of unsanctioned solicitation, including without limitation, junk mail, spam, chain letters or any unsolicited mass distribution of email.
The prohibited acts set out in clause 13.4 are not exhaustive. We reserve the right (but do not undertake, unless required by law, any obligation) to edit or remove any Visitor Material without notice to you, in our sole discretion.
You grant us an irrevocable, perpetual, exclusive, transferable, royalty free worldwide licence to use, copy, modify and distribute any Visitor Material in any manner we think fit (including without limitation, by reproducing, altering or communicating the Visitor Material to the public). You also grant us the right to sublicense these rights.
All Visitor Material contained on the Website is for information purposes only and does not constitute advice from us. Visitor Materials reflect the opinions of users who have used the Website and any statements, advice or opinions provided by such persons are theirs alone. To the maximum extent permitted by law, including any restrictions contained in the Australian Consumer Law, we assume no responsibility or liability to any person for any Visitor Materials, including without limitation, any errors, defamatory statements, obscenity, omissions or misrepresentations in any such Visitor Materials.
From time to time we may make certain offers, or carry out promotions or contests. Additional terms may apply to those offers, promotions or contests and you must agree to those additional terms. In the event of any inconsistency between these Website Terms and the terms of any offer, promotion or contest, the terms of the offer, promotion or campaign prevail over these Website Terms to the extent of any inconsistency.
No data transmission over the internet can be guaranteed as totally secure. Whilst we strive to protect such information, we do not warrant and cannot ensure the security of any information which you transmit to us.
Any information which you transmit to us is transmitted at your own risk. Once we receive your transmission, we will take reasonable steps to preserve the security of such information.
While we endeavour to ensure the Website is available 24 hours a day, we are not under any obligation to do so, and will not be liable to you if the Website is unavailable at any time or for any period. Your access to the Website or our Services may also be restricted at our discretion.
Your access to the Website or the Services may be terminated at any time by us without notice to you. Following termination we will have no further obligations or liabilities to you. Any exclusions of liability or other provisions contained in these Website Terms which by their nature survive termination of these Website Terms will survive any such termination.
If any provision of these Website Terms is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof will to that extent be severed and deemed not to form part of these Website Terms but the legality, validity and enforceability of all other provisions of these Website Terms will not be affected.
These Website Terms are governed by the laws in force in the State Victoria and you agree to submit to the exclusive jurisdiction of the courts of that State in respect of any dispute arising from these Website Terms.
In these Website Terms:
Affiliate means a third party with whom we have entered into an agreement to assist our provision of the Website or our Services, and to or from which you hereby instruct us to obtain or send data, including payment instructions;
Personnel means any employee, contractor, subcontractor, agent, partner, shareholder, ultimate beneficial owner, director or officer of a party;
Leonis, we, us and our and similar terms are a reference to Leonis Pty Ltd (ACN 639363 447) and our related entities;
Website means www.guildofguardians.com and/or any other website as we may operate from time to time.
When you purchase non-fungible tokens (NFTs) for use in Guild of Guardians (GoG) from Leonis Pty Ltd ACN 639363447 (Leonis, us) you must agree to the terms and conditions set out in this document (NFT Terms), which apply to you and any subsequent person to whom you sell the NFT(s) you purchased from us in the first instance.
All NFTs purchased or procured by you are subject to these NFT Terms, unless otherwise agreed in writing and by purchasing or pre-purchasing any NFT you are agreeing to be bound by these NFT Terms.
The use of any NFTs with GoG is subject to these NFT Terms together with any other terms and conditions which may apply to the use of GoG.
Termination of these NFT Terms will not affect any obligations which have arisen prior to termination.
We may conduct pre-sales of NFTs from time to time, either as a stand-alone or with bundles, including for early access or for expansions of GoG.
Orders placed for pre-purchase of NFTs are non-refundable, cannot be cancelled for change of mind, and require payment of the Purchase Price at the time of the pre-purchase.
We may require that register an account with us to pre-purchase an NFT.
We may that you nominate your Digital Wallet at the time of the order, or nominate a Digital Wallet at a later time, for delivery of any pre-purchased NFT.
We will undertake reasonable endeavours to delivery any pre-purchased NFTs to your nominated Digital Wallet by any date we provide for delivery. You acknowledge, however, that the delivery date may change for reasons including for reasons outside or within our control, including at our sole discretion.
We may list NFTs for sale from time to time, which may be stand-alone or as part of a bundle of other digital goods.
Orders placed for NFTs are non-refundable, cannot be cancelled for change of mind, require payment in full of the Purchase Price at the time of purchase and may require that you connect or provide a Digital Wallet for delivery of the NFT at the time of sale.
You must make payment in full in any nominated Digital Currency or via any other nominated payment method as a pre-condition to any purchase of an NFT.
In the event that any payment is reversed or becomes invalid, including via either a double spend attack or recall or refund request by a payment processor, you agree to immediately return to us any NFTs the subject of a sale where the Purchase Price has no longer been retained in full by us.
Risk and title in any NFT purchased transfers to you upon delivery of the NFT.
Except as expressly stated in these NFT Terms, nothing in these NFT Terms are intended to give you ownership of any Intellectual Property Rights in, or other rights in respect of, any trademarks, business names, logos, trading styles, get-up, processes, methodologies or other intellectual property belonging to us or our licensors. All ownership of Intellectual Property Rights in the NFTs remains with the creator.
Subject to your continued compliance with these NFT Terms, we grant you a non-exclusive, transferable, worldwide, royalty free and limited licence to use, copy and display the design and art associated with the NFTs you have purchased.
You agree that you may not, nor permit any third party to, without our written consent, modify the art or design associated with an NFT you have purchased; or use such NFT to promote, advertise, market or sell any third party product or service; or use the NFT in connection with images, videos or other media which depict hatred, intolerance, violence or cruelty; or attempt to trademark or copyright other acquire additional intellectual property rights to the design or art associated with the NFT; or use the NFT for any commercial benefit.
Your licence terminates immediately if you:
Use the NFT in any way which would be reasonably considered to bring the Intellectual Property Rights owner into disrepute, or which would be reasonably seen to disparage the Intellectual Property Rights owner; and
Use the NFT for any unlawful or illegal purpose; and
You sell the NFT, and do not ensure that the buyer is notified of and agrees to be bound by these NFT Terms.
These NFT Terms may be terminated with immediate effect:
If one of the warranties in clause 6 is breached; or
by either party if the other party commits any material breach of its obligations under these Terms and fails to remedy such breach (if capable of remedy) within 30 days of receipt of notice from the non-defaulting party requiring it to do so.
Termination of these Terms does not affect the rights of the parties which have accrued prior to termination.
You acknowledge and agree that:
we provide NFTs solely on a proprietary basis for use with GoG and if we transact with you we do so solely on a bilateral basis;
NFTs are not intended for speculative use, are not sold or represented to be financial product and nothing we publish is in any way financial advice to you or any other person;
NFTs experience may have extreme price volatility, including being worthless in the future;
we are not providing and will not provide any fiduciary, advisory, brokerage, exchange or other similar services to you or any other person;
you are solely responsible for any decision to enter into a transaction subject to these NFT Terms, including the evaluation of any and all risks related to any such transaction;
a significant degree of IT sophistication is required to safely deal in and store NFTs of any kind using a Digital Wallet;
we are not a custodian for the purposes of the Corporations Act, and transfers of any NFTs are for transaction purposes only;
all transactions entered into and conducted under these Terms are deemed to have occurred within the jurisdiction of New South Wales, Australia;
we are not responsible for any Loss caused by your failure to act in accordance with our policies, procedures or in accordance with our reasonable directions;
you purchase NFTs entirely at your own risk and understanding we have not made any representations or warranties as to the IT security or ongoing availability of such NFTs or that your access to use your NFTs in GoG or in any other way will be uninterrupted, timely or secure at all times;
you understand and acknowledge that your ownership of NFTs remains contingent upon you remaining in control of the seed phrases and private key associated with your Digital Wallet and that we will not store any information in connection with your Digital Wallet beyond that required for the sale of NFTs or the interaction of your Digital Wallet with GoG;
we do not and cannot guarantee there will be any use for, or any particular price available for any NFT you purchase from us; and
we do not represent or guarantee any outcomes, or any financial return from your acquisition of any NFT from us, save the ability to use the NFT within GoG for such time as we choose to support and off GoG, and such access to GoG may be subject to further terms and conditions, including payment of subscription fees.
We represent and warrant that:-
We own, or use under licence, the Intellectual Property Rights in the NFTs which we sell and are legally entitled to, and are capable of, selling the NFTs offered for sale;
We will give you notice before we discontinue or alter the rights or features of any NFTs which you have purchased, subject to any other terms and conditions applying to GoG; and
We will undertake reasonable efforts to delivery any pre-purchased NFTs within the planned time indicated for delivery.
You warrant and assure us that in acquiring an NFT (from us or a third party):
You are sufficiently experienced and educated to make decisions regarding the procurement or purchase of NFTs from us, including sufficient experience in dealing with and storing NFTs using a Digital Wallet;
You have all necessary experience, resources, certificates, licences, permits and approvals to procure or purchase of NFTs applicable in Your Jurisdiction, and that any transactions under these NFT Terms or in your use of GoG will be legal under the applicable laws of your Your Jurisdiction;
all information you supply to us is true and accurate as at the time it is given, and that any Digital Wallet address you provide to us has been generated in accordance with best practice security measures and no other party, other than you or your authorised representative, has used, or has access to, the seed phrases, private keys or analogous passwords required to effect transfers from, the Digital Wallet;
as far as you are aware, there are no facts, circumstances or other information which both:
you have not fully and fairly disclosed to us in a manner and to an extent that it would impact out ability to make a reasonable assessment of those facts, matters and circumstances prior to entering into a transaction to sell you an NFT; and
is of such nature and materiality that a reasonable person, had it been made aware of, could not reasonably be expected to consider prior to entering into a transaction for the sale of NFTs;
you are not involved in any capacity in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration (nor which are pending or threatened) concerning NFTs;
if we request, you will identify and substantiate the source of funds involved in transactions to acquire NFTs;
no Digital Currency transferred to us as part of a Purchase Price has been derived from any illegal or unlawful activity;
you are the lawful owner of any Digital Wallet nominated for delivery of NFTs and each Digital Wallet is owned and operated solely for your benefit, and no person has any right, title or interest in you nominated Digital Wallet; and
you have had the opportunity to obtain independent legal advice in relation to the terms and effect of these Terms.
You represent and warrant to us that each of the Purchaser Warranties is true and accurate, and not misleading or deceptive as at the date of these Terms and, except as expressly stated, will be true, accurate and not misleading or deceptive each time a NFTs are provided to you.
You must disclose to us anything that has or will constitute a material breach of a Purchaser’s Warranty or cause a Purchaser’s Warranty to be untrue or inaccurate, as soon as practicable after you become aware of it.
Each party warrants and assures the other party that:
if it is a company, it is duly incorporated and validly exists under the law of its place of incorporation;
(b) it is not subject to an Insolvency Event; and
these terms constitute a legal, valid and binding terms enforceable in accordance with its terms by appropriate legal remedy.
Certain legislation, including the Australian Consumer Law (ACL) contained in the Competition and Consumer Act 2010(Cth and similar consumer protection laws and regulations, may provide you with rights, warranties, guarantees and remedies relating to your purchase of NFTs which cannot be excluded, restricted or modified in these NFT Terms (Statutory Rights).
Nothing in these NFT Terms does, or is intended to, exclude any Statutory Rights which you are entitled.
Where the Purchase Price has been paid in a Digital Currency and you are entitled to a refund in relation to a Statutory Right or for any reason, you agree the refund is to be made in the same form of Digital Currency used in the initial transaction, or at our option in Australian dollars equivalent to the value of the Digital Currency used in the initial transaction on the date the Purchase Price was paid.
Where a warranty is given ‘to the best of a party’s knowledge, belief and awareness’, or ‘as far as the party is aware’ or with a similar qualification as to the relevant party’s awareness or knowledge, the party giving the warranty will be deemed to know or be aware of a particular fact, matter or circumstance if that party’s directors or senior management employees are aware of that fact, matter or circumstance, or would have become aware if they had made reasonable enquires as at the date of these Terms.
You hereby indemnify us and our Personnel and will keep us and our Personnel indemnified at all times to the fullest extent permitted by law in respect of any Loss or Claim which we or our Personnel may suffer, sustain or incur arising from, or connected with, a breach of a Purchaser Warranty without limitation.
In addition, you must indemnify us and our Personnel and keep us and our Personnel indemnified at all times to the fullest extent permitted by law in respect of any Claim which we or our Personnel may suffer, sustain or incur arising from, or connected with, any breach of these NFT Terms, other than a breach of a Purchaser Warranty, or any breach of all applicable laws, reduced to the extent of the Loss in respect of the Claim was caused by the negligent act or omission of us or our Personnel.
In the absence of a material breach of these NFT Terms by us or the gross negligence, fraud or wilful misconduct by us when providing NFTs to you under these NFT Terms, we will not be liable to you on account of anything done, omitted or suffered by us acting in good faith when providing NFTs to you pursuant to these NFT Terms, including in respect of a Force Majeure Event.
Subject to clause 7.1, we will not be liable for the performance, errors or omissions of unaffiliated, nationally or regionally recognised third parties or decentralised networks such as, by way of example and not limitation, blockchain networks (whether private or public) courier companies, national postal services and other delivery, telecommunications and other companies not under our reasonable control, and third parties not under our reasonable control providing services to the blockchain industry generally, such as, by way of example and not limitation, companies and other entities providing processing and payment or transaction services (including “Layer 2” services), banking partners, custody services, market making services and/or third party pricing services and decentralised blockchain networks such as, by way of example and not limitation, the blockchain(s) upon which any NFT depends or forks of those blockchain(s).
We will have no liability or responsibility for your compliance with laws or regulations governing the transfer and use of NFTs. Further, you are solely responsible for compliance with all applicable requirements of any laws, rules, and regulations of governmental authorities in Your Jurisdiction.
You further acknowledge that neither we nor any of our Personnel is, and will not be, by virtue of providing NFTs to you, an advisor or fiduciary to you.
Neither party to these NFT Terms will be liable to the other for any Claim, howsoever arising, for loss of profits, loss of opportunity, loss of expectation, loss of chance, or in the nature of an indirect or consequential loss.
You agree that our liability to you arising in respect of any matters in connection with these NFT Terms are limited to the greater of:
(a) The total amount paid to us for any NFT, in respect of a claim concerning an NFT; or
Each Party acknowledges that it may receive access to Confidential Information (Receiving Party) of the other party (Disclosing Party) pursuant to these Terms.
The Receiving Party will not, and must ensure that each member of the Receiving Party’s Personnel do not, use the Confidential Information for any purpose other than strictly for the purposes of complying with the Receiving Party’s obligations, or exercising the Receiving Party’s rights, under these Terms.
The Receiving Party will ensure that the Receiving Party, and each member of the Receiving Party’s Personnel, will not disclose or permit the disclosure of the Confidential Information to any person other than to the extent the Receiving Party can prove:
the disclosure is to a member of the Receiving Party’s Personnel who requires the Confidential Information for the purpose of performing the Receiving Party’s obligations under these Terms, is aware of the Receiving Party’s obligations under this clause 8 and has agreed to comply with the Receiving Party’s obligations under this clause 8 as if the person was a party to these Terms;
the disclosure is in accordance with the Disclosing Party’s specific and prior written consent; or
the disclosure is required by law.
Without prejudice to any other rights or remedies that a Disclosing Party may have, the Receiving Party acknowledges that damages alone would not be an adequate remedy for any breach or threatened breach by the Receiving Party of this clause 8 and accordingly, the Disclosing Party shall be entitled without proof of special damage to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of this clause.
The Purchase Price for any transaction will be considered to be inclusive of any applicable Sales Tax.
If any additional Sales Tax is appliable by virtue of any law under Your Jurisdiction, you agree to pay such amount as is payable on behalf of us, and inform us of that payment forthwith.
Any reference to a cost or expense incurred by a party in these Terms excludes any amount of Sales Tax forming part of the relevant cost or expense when incurred by the party for which the party can claim an input tax credit.
Unless a provision of these NFT Terms expressly state otherwise, a notice, consent, approval, waiver or other communication (notice) in connection with these NFT Terms must be in writing and in English and sent to, in the case of us, our nominated email or via the GoG interface, of in the case of you, to your nominated email or published on the GoG website with public access to such notice.
Any notice will be deemed to be received within 24 hours of sending the electronic message or publication online.
A party must immediately notify the other party in writing of any changes to its contact details.
A party must not begin legal proceedings in connection with a dispute arising out of or in connection with these Terms unless the steps in this clause 14 have been followed. However, this limitation does not apply:
to a party who wants to apply for equitable relief or urgent interlocutory relief; or
to a party who attempts in good faith to comply with clauses14.2, 14.3 and 14.4 but cannot do so because the other party does not comply with those clauses.
If a dispute arises out of or in connection with these Terms (including the validity, breach or termination of it), a party may notify the other party to the dispute. The notice must specify the dispute and indicate that the notifying party wants the dispute to be referred to mediation.
If the dispute is not resolved within 10 Business Days after a notice under clause14.2 has been served (Notice Period), the dispute is by this clause 14.3 submitted to mediation.
The mediation must be conducted in New South Wales in accordance with the mediation guidelines / rules of the Resolution Institute, save any process in this clause which is inconsistent with those guidelines or rules.
If the parties have not agreed on the mediator and the mediator’s remuneration within 5 Business Days after the end of the Notice Period:
the mediator is the person appointed by; and
the remuneration of the mediator is the amount or rate determined by,
the President of the Law Society of New South Wales or the President’s nominee, acting on the request of any party.
If the dispute is not resolved within 1 month after the appointment of the mediator, any party may take legal proceedings to resolve the dispute.
Each party must keep confidential, all information relating to the subject matter of a dispute as disclosed during or for the purposes of dispute resolution under this clause14, unless that party is compelled by an regulatory or government authority, court or tribunal to disclose that information.
These Terms are governed by the laws of New South Wales and Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales and the New South Wales division of the Federal Court of New South Wales and the courts of appeal from them.
We reserve the right to amend these NFT Terms from time to time. Amendments will be effective as soon as such changes are notified to you in writing from time to time. Where there is inconsistency between these NFT Terms and other content displayed as part of the GoG Platform concerning the sale of NFTs, the content of these NFT Terms will prevail to the extent of any inconsistency
We will not be liable for any delay or failure to perform our obligations under these NFT Terms if such delay is due to any circumstances beyond our reasonable control (including but not limited to epidemics, pandemics, blockchain congestion or attacks, Government sanctions or orders, whether known or unknown at the time the parties enter into these NFT Terms) (Force Majeure Event).
A provision of these NFT Terms or a right created under it may not be waived except in writing signed by the party granting the waiver.
A party may exercise a right at its discretion and separately or together with another right. If a party exercises a single right or only partially exercises a right, then that party may still exercise that right or any other right later. If a party fails to exercise a right or delays in exercising a right, then that party may still exercise that right later.
The rights and remedies provided in these NFT Terms are cumulative with and not exclusive of the rights and remedies provided by law independently of these NFT Terms.
The rights and obligations of the parties (including under the warranties) will not merge on completion of any transaction under these NFT Terms. They will survive the execution and delivery of any assignment or other document entered into for the purpose of implementing any transaction.
These NFT Terms are for the benefit of the parties and their successors and assigns. The parties and their successors and assigns are bound by these Terms.
To the extent that any party purchasing an NFT from you is taking an assignment of these NFT Terms, you must provide that party with a link or copy of these NFT Terms.
We may assign our rights under these NFT Terms without your consent, including ay any time.
If any provision of these NFT Terms are void, voidable, unenforceable, illegal, prohibited or otherwise invalid in a jurisdiction, in that jurisdiction the provision must be read down to the extent it can be to save it but if it cannot be saved by reading it down, words must be severed from the provision to the extent they can be to save it but if that also fails to save it the whole provision must be severed. That will not invalidate the remaining provisions of these NFT Terms nor affect the validity or enforceability of that provision in any other jurisdiction where it is not invalid.
These NFT Terms constitute the entire agreement of the parties in respect of the subject matter of these NFT Terms and supersedes all prior discussions, representations, undertakings and agreements.
None of our agents or representatives are authorised to make any representations, conditions or agreements not expressed by us in writing nor are we bound by any such statements.
Each party must, at its own expense, do everything reasonably necessary to give effect to these NFTs Terms and the transactions contemplated by it, including but not limited to the execution of documents.
Nothing in these NFT Terms constitutes the parties as partners or agents of the other and no party has any authority to bind the other legally or equitably save as expressly stated in these NFT Terms.
In these NFT Terms, a reference to the awareness or knowledge by you is a reference to the actual knowledge, information and belief you have as at the date of any transaction taking place pursuant to these NFT Terms.
Each party must pay its own fees, costs and expenses incurred by it incident to or in connection with the negotiation, preparation, execution, delivery and completion of these NFT Terms and the transactions contemplated by these NFT Terms including without limitation its own legal, accounting and corporate advisory fees.
In these NFT Terms:
Business Day means any day except a Saturday or a Sunday or other public holiday in New South Wales;
Claim includes a claim, notice, demand, action, proceeding, litigation, investigation, however arising whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a party to these Terms and where and to the extent the context permits, includes all associated Loss;
Confidential Information means:
information, in any form, relating to a party’s business including but not limited to any products, fees, markets, operations, processes, techniques, technology, forecasts or strategies; and
negotiations in relation to, and the terms of, these Terms,
information in the public domain other than because of a breach of these Terms; or
information already known to a party prior to the disclosure by the other party;
Corporations Act means the Corporations Act 2001 (Cth);
Digital Currency means a cryptographically secured virtual currency or virtual asset which we identify as an acceptable means of payment or transacting with us;
Digital Wallet means the applicable location, wallet, address, account or storage device designated by you for the delivery of the NFTs provided by us;
GoG means the Guild of Guardians online game and associated software interfaces for that game, including the home website for Guild of Guardians;
Purchase Price means the amount advertised for the purchase (or pre-purchase) of any NFT or bundle containing an NFT, which may be denominated in a Digital Currency;
Sales Tax means any form of value added tax including GST as defined in section 195-1 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or other similar sales tax;
Insolvency Event means the happening of any of the following events in relation to a body corporate:
the body corporate becomes an externally-administered body corporate
a person is appointed a controller (as defined in section 9 of the Corporations Act), administrator, receiver, provisional liquidator, trustee for creditors in bankruptcy or an analogous appointment is made in respect of the body corporate;
in Australia, the body corporate is taken to have failed to comply with a statutory demand within the meaning of section 459F of the Corporations Act;
the body corporate suspends payment of its debts, or enters, or takes any step towards entering, a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors;
a secured creditor of the body corporate enforces its security in relation to its debt for an amount in excess of $50,000; or
the body corporate is, or its directors state that it is, unable to pay its debts as and when they become due and payable;
Intellectual Property Rights means all present and future intellectual and industrial property rights conferred by statute, at common law or in equity and wherever existing, including:
patents, inventions designs, copyright, trade marks, brand names, product names, domain names or rights in designs, art, images, drawings, know how, product names, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration
any application or right to apply for registration of any of these rights
any registration of any of those rights or any registration of any application referred to in paragraph (b); and
all renewals and extensions of these rights;
Loss includes and loss, damage, cost, charge, liability or expense (including legal costs and expenses);
Own means, with respect to an NFT, any NFT we have issued where proof of ownership is recorded on a blockchain system and you control the private key associated with a Digital Wallet to which the NFT is associated or located;
Personnelmeans any employee, contractor, subcontractor, agent, partner, shareholder, ultimate beneficial owner, director or officer of a party;
Your Jurisdiction means the country or state where you are ordinarily resident or from which you enter into any agreement with us; and
Your Warranties means the warranties set out in clause 5.1.