TERMS AND CONDITIONS
Troverse Planet Collection is a collection of 10,000 digital artwork (referred to as “NFTs”) running on the Ethereum network, using the so-called smart contracts (each, a “Smart Contract”) that allow users to acquire, buy, sell and transfer, the unique digital assets known as Planets (hereafter “Planet”) through the website located at www.troverse.io (the “Site”) as a portal. The Smart Contracts, the Site and standalone executable game build, including the Galaxy Explorer, are collectively referred to in these T&C as the “App”, “Project” or “Troverse Project”. Using the App, users can use the Smart Contracts to acquire, buy, sell, own, trade and transfer Planets on the Ethereum network.
Before using the App, the Smart Contracts, or the Site, you must agree to these T&C and any other terms and conditions incorporated or referenced herein (the T&C and any other terms and conditions incorporated or referenced herein are collectively referred to as the “Terms”).
PLEASE READ THESE TERMS CAREFULLY BEFORE MAKING A PURCHASE OF AN NFT AND/OR USING THE APP. THESE TERMS GOVERN YOUR PURCHASE of NFT AND USE OF THE APP, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. THE COMPANY IS ONLY WILLING TO MAKE THE NFT AND THE APP AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING THE APP, OR ANY PART OF THEM, YOU ARE CONFIRMING THAT YOU FULLY 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 APP, THE SMART CONTRACTS, OR THE SITE AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE APP, THE SMART CONTRACTS, OR THE SITE.
1. FEES AND PAYMENT
The website will only handle financial transactions that are conducted through the Ethereum network if you choose to purchase a Planet through it. Payments and transactions will be out of our control and we won't be able to reverse them by the nature of blockchain technology. If you engage in any transactions or conduct any other transactions via the Ethereum network, we will not be liable for any claims or damages arising from such transactions.
Transactions on Ethereum are subject to a fee (also referred to as “Gas Fee”) that is charged at the beginning of the transaction cycle. Using the Gas Fee, the decentralized Ethereum network can maintain its network of computers. Therefore, all transactions will be subject to a fee. The Gas Fee does not go to us nor do we have control over its pricing.
In addition to the Gas Fee, each time you utilize a Smart Contract to conduct a transaction with another user via the App, you authorize us to collect a commission of 5% of the total value of that transaction (each, a “Commission”). You acknowledge and agree that the Commission will be transferred directly to us through the Ethereum Network as a part of the transaction.
As between us, you will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the App (including, without limitation, any Taxes that may become payable as the result of your ownership, transfer, or breeding of any of your Planets). Except for income taxes levied on the company, 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.
2. INTELLECTUAL PROPERTY RIGHTS AND RESTRICTIONS
Unless otherwise indicated, the Site and the App and the Smart Contracts are our proprietary property and all source code, database, functionality, software, website design, audio, video, text, photographs, and graphics on the Site and the Apps (collectively, the “Content") and trademarks, service marks and logos contained therein (the “Marks") are owned, controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the British Virgin Islands, foreign jurisdiction and international conventions.
By using the App and/or purchasing NFT, you confirm to not be listed, or associated with any person or entity being listed, on any of the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, the US Department of State’s Debarred Parties List, the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, or the Swiss SECO’s Overall List of Sanctioned Individuals, Entities and Organizations.
You confirm to not be domiciled in or organized under the laws of any country, whose legislation conflicts with the present purchase of NFTs on the Ethereum blockchain or the purpose of The Company in general. You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without the Company’s express prior written consent in each case: (i) use the art of your purchased Planet 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; (ii) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the art of your purchased Planet; or (e.g., licensed intellectual property from a celebrity, athlete, or other public figures), you understand and agree as follows: (iii) 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. The restrictions in this Section will survive the expiration or termination of these Terms.
3. 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 Planets, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of Planets will not lose money.
You are solely responsible for determining what, if any, taxes apply to your Troverse-related transactions. The company is not responsible for determining the taxes that apply to your transactions on the App, the Site, or the Smart Contracts.
The App does not store, send, or receive Planets. This is because Planets exist only by virtue of the ownership record maintained on the App’s supporting blockchain on the Ethereum network. Any transfer of Planets occurs only on the Ethereum network.
There are risks associated with using a cryptocurrency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that the company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the App, however caused.
A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the further developments, and therefore the potential utility or value of Planets.
The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the project, and therefore the potential utility or value of Planets.
4. LIMITATION OF LIABILITY
NOTHING IN THESE TERMS WILL PREJUDICE THE STATUTORY RIGHTS THAT YOU MAY HAVE AS A CONSUMER OF THE SERVICES. SOME COUNTRIES, STATES, PROVINCES, AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY AS STATED IN THIS SECTION, SO THE BELOW TERMS MAY NOT FULLY APPLY TO YOU. INSTEAD, IN SUCH JURISDICTIONS, THE EXCLUSIONS AND LIMITATIONS BELOW SHALL APPLY ONLY TO THE EXTENT PERMITTED BY THE LAWS OF SUCH JURISDICTION.
THE SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES ARE PROVIDED BY THE COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
TRANSACTIONS ON THE APP ARE MANAGED AND CONFIRMED VIA THE ETHEREUM BLOCKCHAIN. WE NEITHER OWN NOR CONTROL METAMASK, 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 APP. 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 ARE RESPONSIBLE FOR YOUR METAMASK WALLET (AND OTHER ETHEREUM WALLETS) AND THE PRIVATE KEY TO ACCESS IT.
TO THE FULL EXTENT PERMISSIBLE BY LAW, THE COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS. FURTHER, TO THE FULL EXTENT PERMISSIBLE BY LAW, THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED US $100.00. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION.
In the event of any Force Majeure Event (including a pandemic), breach of these Terms, or any other event that would make provision of the App or the Site commercially unreasonable for Company or contributing individuals and corporations, we may, in our discretion and without liability to you, with or without prior notice, suspend your access to all or a portion of the App or the Site.
We may terminate your access to the App or the Site as far as technically feasible in our sole discretion, immediately and without prior notice, and delete or deactivate your Account and all related information and files in such account without liability to you, including, for instance, in the event that you breach any term of these Terms.
6. THIRD-PARTY SITES
The App 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, are not monitoring their content and are providing the respective links for informational purposes only. 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 content or 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 content or materials on, or made available from, any External Sites.
7. CHANGES TO THE TERMS
It is possible for us to make changes to these Terms at any time without prior notice. It is your responsibility to review them frequently to stay up-to-date. By continuing to access or use the Site by the time the Terms have been updated, you are deemed to have unconditionally accepted the updated Terms.
8. WAIVER OF CLASS ACTION LAWSUITS
All claims and disputes within the scope of these Terms must be litigated on an individual basis and not on a class or collective basis, only individual relief is available, and claims of more than one customer or user cannot be consolidated with those of any other customer or user.
10. AGE ELIGIBILITY
The Troverse Project is offered and available only to users who are 18 years of age or older.
By using the App, you represent and warrant that you are of legal age to form a binding contract with Troverse and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the App.
You agree that you will be responsible for your use of the App or the Site and holding one or more of The Company’s NFTs and you agree to defend, indemnify, and hold harmless The Company and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the “The Company Entities”) from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of the App, site or NFTs at any time; (ii) your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. The Company reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with The Company’s defense of such claim.
12. GOVERNING LAW
If a provision of these terms is unenforceable as written, but could be changed to make it enforceable, that provision should be modified to the minimum extent necessary to make it enforceable. Otherwise, that provision should be removed.
You may not assign your agreement with the company. The company may assign your agreement to any affiliate of the company, any other company that obtains control of the company, or any other company that buys assets of the company related to the forum. Any attempted assignment against these terms has no legal effect.
Neither the exercise of any right under this Terms, nor waiver of any breach of this Agreement, waives any other breach of this Agreement.
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 WILFUL INTENT OR 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 THE METAMASK 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 APP, ETHEREUM NETWORK, OR THE METAMASK ELECTRONIC WALLET.
PLANETS ARE INTANGIBLE DIGITAL OBJECTS 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.
THE COMPANY IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE ETHEREUM NETWORK OR THE METAMASK 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.