1. These Terms of Service (Terms) form a contract between Edenloop
Network Inc. (Eden Horse, us, we) and the Eden Horse user (Users, you), which you
must accept to use any part of Eden Horse.
2. Eden Horse is a distributed application that runs on the
Ethereum network, using uniquely developed smart contracts (Smart Contracts) to
enable users to purchase, sell, breed and race statistically unique digital
thoroughbreds, which can then be visualized on a APP that the user can interact
and earn Ethereum from Eden Horse.
3. PLEASE READ THESE TERMS CAREFULLY BEFORE USING EDEN HORSE, THE SMART
CONTRACTS, OR THE WEBSITE. THESE TERMS GOVERN YOUR USE OF THE WEBSITE, THE SMART
CONTRACTS, AND THE WEBSITE, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT
WITH YOU FOR THAT PURPOSE. WE ARE ONLY WILLING TO MAKE EDEN HORSE SMART
CONTRACTS, AND THE WEBSITE AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY
USING EDEN HORSE, THE SMART CONTRACTS, THE WEBSITE, OR ANY PART OF THEM, OR
PURCHASING AN NON-FUNGIBLE TOKEN (NFT), YOU ARE CONFIRMING THAT YOU UNDERSTAND
AND AGREE TO BE BOUND BY ALL OF THESE TERMS, INCLUDING ANY AMENDED 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 EDEN HORSE, THE SMART CONTRACTS, THE WEBSITE, OR AN NFT,
AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS
OR USE EDEN HORSE, THE SMART CONTRACTS, OR THE WEBSITE. Using Eden Horse
4. Restrictions
a. Eden Horse is only available to users over the age of 18. You must not create
an account if you are under the age of 18.
b. You must not, under any circumstances:
i. use exploits, automation software, bots, mods, or any unauthorized
third-party software designed to modify or interfere with the Eden Horse
service, any Eden Horse game, any Eden Horse smart contract, any Eden Horse NFT,
or any Eden Horse game experience or without Edenloop Network Inc.’s express
written consent, modify or cause to be modified any files that are a part of the
service or any Eden Horse platform or game.
ii. disrupt, or assist to disrupt, any computer, network or server used to
provide the Eden Horse service or game environment.
iii. obtain, or attempt to gain, unauthorized access to the Eden Horse service
or to any account of another Eden Horse user.
c. You agree that you will not use a name for any NFT or user that is likely to
be offensive, derogatory, prejudicial, inflammatory or inappropriate for use in
the Eden Horse community. Edenloop Network Inc. reserves the right upon to
cancel the name of any NFT or user which Edenloop Network Inc. determines in its
absolute discretion to be offensive, derogatory, prejudicial, inflammatory or
inappropriate for use in the Eden Horse community by giving the NFT owner or
user written notice (which may provided after the name has been cancelled).
Where such a determination is made, the NFT name or user name will be changed to
a generic name and the NFT owner or account registrant will be able to choose a
new name. You agree that the determination of Edenloop Network Inc. is final and
not reviewable, and that repeated breaches of this clause may result in
suspension of the user’s account or the ability for the NFT to participate in
Eden Horse and/or the termination of the Licence issued under clause
23.b.
d. We reserve the right to suspend or terminate a User account for breach of
these Terms of Service by the User or fraudulent, harmful, criminal or unfair
behavior of a User, to include:
i. we suspect the User of committing fraud in connection with these
Terms;
ii. the User engaging in suspicious transactions;
iii. if we suspect the User has used, is using, or will use confidential
information of Edenloop Network Inc. in any manner not authorized by Edenloop
Network Inc.
iv. the User does not comply with some or all of these Terms;
v. The User’s account login and password are in the possession of a third
party.
vi. Participation in the game by repeating certain patterns and abusing.
e. Eden Horse is not available in every region. We reserve the right to restrict
or block access to our services based on the User's
location.
5. Eden Horse has utilized Smart Contracts to develop the Eden
Horse racehorses. Eden Horse will release a certain number of racehorses into the
marketplace and make them available for purchase to the public at the Company’s
discretion. As described below, the racehorses may breed
offspring.
6. WHEN PARTICIPANTS COMPETE IN RACES USING THEIR 2ND GENERATION RACEHORSE,
THEY ARE UTILIZING SKILL TO CHOOSE THE WEATHER AND TRACK SURFACE. GAMES ARE
PERMITTED IN MOST JURISDICTIONS AND DO NOT CONSTITUTE GAMBLING (WHICH GENERALLY
REQUIRES A GAME OF CHANCE, PRIZE, AND CONSIDERATION TO PLAY). SOME JURISDICTIONS
LIMIT GAMES OF SKILL WHERE PAYMENTS ARE INVOLVED. IT IS YOUR RESPONSIBILITY TO
DETERMINE WHETHER THE JURISDICTION IN WHICH YOU ARE LOCATED PERMITS SKILL-BASED
COMPETITIONS. WHEN YOU PARTICIPATE IN COMPETITIONS, THESE TERMS OF SERVICE SHALL
APPLY.
7. As users breed their 1st Generation Dams, new 2nd Generation
Racehorses (offspring) will be created. Using Eden Horse’s proprietary algorithm,
each thoroughbred created from breeding will have a unique profile value. Each
offspring will carry over certain characteristics from its mother (mare) and its
father (stallion) such as its bloodline, breed type and
genotype.
8. How you breed your thoroughbreds is entirely up to each user.
The only restrictions that we place are that female (mare/filly) and male
(stallion/colt) racehorses must mate together. In addition, male-to-male racehorses
and female-to-female thoroughbreds cannot breed together and racehorses cannot breed
with brothers, sisters, parents or grandparents.
9. To most easily use Eden Horse, we strongly recommend that you first
install the Google Chrome web browser. Once you have installed Chrome, you will need
to install a browser extension called MetaMask. MetaMask is an electronic digital
wallet, which allows you to purchase, store, and engage in transactions using
Ethereum or any other ERC-20 cryptocurrency. You will not be able to engage in
any transactions on Eden Horse other than through MetaMask (or other
Ethereum-compatible browsers) or an email address.
10. Eden Horse will only recognize you as a user and you will only be
able to interact with Eden Horse, if your Ethereum electronic digital wallet is
connected and unlocked through your MetaMask account or your email address.
There is no other way to sign up as a user, or to interact directly with Eden
Horse. BY USING OUR SERVICES YOU AGREE THAT YOU ARE GOVERNED BY THE TERMS OF
SERVICE AND PRIVACY POLICY FOR THE APPLICABLE EXTENSIONS. FOR METAMASK, THOSE
TERMS ARE AVAILABLE AT (
https://metamask.io/terms.html)
and (
https://metamask.io/privacy.html).
11. You are responsible for any Internet connection and
telecommunication fees and charges that you incur when accessing Eden
Horse.
12. You understand that your Ethereum public address will be made
publicly visible whenever you engage in a transaction on Eden
Horse.
13. 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 Eden
Horse. Eden Horse 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.
14. You must provide accurate and complete registration information
when you create an account on Eden Horse. 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 MetaMask wallet (and other
Ethereum wallets and email accounts).
15. You may not share or transfer any account. You may not disclose
your password or other credentials to anyone. You agree to immediately notify Eden
Horse by sending an email to us at contact@edenloop.io concerning any known or
suspected unauthorized use(s) of your account or any known or suspected breach of
security, including loss, theft or unauthorized disclosure of your password. You
understand and agree that you shall be liable for all activities that occur under
any account created for your use, even if such activities were not committed by you.
We are not responsible for any loss or damage arising from your failure to maintain
the confidentiality of your password or of your account.
16. Transactions
a. if you elect to purchase, sell or breed racehorses using Eden Horse, or with
or from other users in Eden Horse, any financial transactions that you engage in
will be conducted solely through the Ethereum network via MetaMask. 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 App, or using the
Smart Contracts, or any other transactions that you conduct via the Ethereum
network or MetaMask.
17. 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. This means
that you will need to pay a Gas Fee for each transaction that occurs via the
App.
18. In addition to the Gas Fee, each time you utilize a Smart
Contract to conduct a transaction with another user via Eden Horse, you authorize
Eden Horse to collect a commission on certain events only (a “Commission”). These
events include purchasing, selling or breeding of a thoroughbred on the App. You
acknowledge and agree that the Commission will be transferred directly to us through
the Ethereum network as part of your payment.
In order to swap event assets (referral points etc),
ETH and Gold Ticket, you MUST purchased at least 27 ea General
Tickets.
19. When you purchase or Procure non-fungible tokens (NFTs) for use
in Eden Horse you must agree to the following terms and conditions (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, or to whom you otherwise transfer the
NFT(s) you Procured.
20. Applicability of NFT Terms
a. All NFTs purchased or Procured by you are subject to these NFT Terms, unless
otherwise agreed in writing and by purchasing, or pre-purchasing or Procuring
any NFT you are agreeing to be bound by these NFT Terms.
b. The use of any NFTs with Eden Horse is subject to these NFT Terms together
with any other terms and conditions which may apply to the use of Eden Horse
including without limitation our Privacy Policy and any ancillary document
relating to the License referred to in clause 23.b.
c. Termination of these NFT Terms for any reason will not affect any obligations
which have arisen prior to termination.
21. Purchasing NFTs
a. Pre-sales of NFTs.
i. 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 Eden
Horse.
ii. 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.
iii. We may require that you register an account with us to pre-purchase an NFT.
iv. We may require 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.
v. We will undertake reasonable endeavors to deliver 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) at our sole
discretion.
b. Sales of NFTs
i. 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.
ii. 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.
iii. If you engage in a secondary sale of your NFT to another purchaser, that
transaction may involve third party platforms or Blockchain digital wallets
which are not associated with us, and may be subject to transaction fees charged
by that network. Should any transfer be conducted using a marketplace we
provide, then fees and charges may apply to those transactions payable to us at
the time of the transaction.
iv. Eden Horse's NFT is responsible for transactions on the Marketplace
(edenhorse.net) and is not responsible for transactions on other exchanges and
between individuals.
c. Pre-conditions to sale
i. 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.
ii. In the case of a primary sale, we will have no obligation to transfer any
NFT to you until we have received the Purchase Price in full for any NFT. If you
make payment to our Digital Wallet, you must ensure your transfer is made to the
correct wallet address.
d. Title and Risk
i. Risk and title in any NFT purchase transfers to you upon purchase of the NFT
and you are responsible for ensuring your Digital Wallet is accurately linked.
If you lose your private key or login or seed phrase for your Digital Wallet you
will lose access to your NFTs stored in your Digital Wallet.
e. Refunds - Risk in value of Digital Currency
i. Refunds are not available for NFTs purchased on Eden Horse Marketplace and
where ownership has been transferred.
f. Gameplay
i. NFTs purchased or Procured by you may be used for gameplay in Eden Horse,
which may provide additional features and services.
ii. Gameplay in Eden Horse may be subject to further instructions, restrictions,
terms and conditions as detailed in these Terms, Eden Horse or on the Website,
including in respect of our stud and breeding programs and racing
game.
iii. We do not represent or guarantee that your access to Eden Horse will be
uninterrupted or will be maintained into the future.
iv. The Ethereum amount swapped based on the dollar price of the day will be set.
v. Super League Withdrawal Policy
a. You can apply for withdrawal when you reach 780 golden horse tickets.
b. The amount of golden horse tickets acquired at the event or free of charge is excluded at the withdrawal.
- Includes accumulated amounts from partnerships, events and referral.
c. At the time of initial withdrawal, at least a Blue Racehorse set must be purchased to withdraw.
d. After satisfying the condition c, withdrawal approval will be made only when SS League bets are made at least five times.
e. Earnings on cumulative amounts and referral from partnerships and events will be admitted when recruited persons buy at least Blue Racehorse set.
You must meet all of the above conditions to be approved for withdrawal.
f. More than 92 golden tickets that is accumulated by bets, cumulative amounts,
referral and etc by amounts from partnership or event activities are not admitted and not included in the withdrawal.
g. More than 780 golden tickets that is accumulated by bets, cumulative amounts,
referral and etc by amounts from partnership or event activities are not admitted and not included in the withdrawal.
22. Intellectual Property Licence in NFTs
a. We grant, to the party who Owns an NFT we have issued for the time that party
Owns the NFT (Term), a licence in respect of the Art associated with the NFT
purchase subject always to these NFT Terms in force at the date of sale or
transfer together with any other terms and conditions which may apply to the
NFT.
b. The Licence is assignable, transferable and revocable on the terms of these
NFT Terms, and is for your personal, non-commercial, royalty free use of the NFT
(including to sell or transfer on a Marketplace) and to display and enjoy the
Art associated with the NFT anywhere in the world (Licence).
c. Upon your sale of the NFT you Own, the Licence transfers to the purchaser who
then Owns the NFT and will be subject to the Licence and these NFT Terms. For
the avoidance of doubt, the transfer of the Licence does not constitute a
commercial use for the purposes of clause b.
d. With immediate effect upon your sale of the NFT you Own, your rights under
the Licence pursuant to clause b shall cease to apply and will no longer be in
force and effect. You will no longer be entitled to use the Art (or any
reproductions of the Art) upon sale by you of the NFT.
e. Except as expressly stated in these NFT Terms, nothing in these NFT Terms are
intended to, or shall operate to, give you ownership of any Intellectual
Property Rights in, or other rights in respect of the Intellectual
Property.
f. There is no transfer of title or ownership of any Intellectual Property or
any Intellectual Property rights upon the sale of the NFT under these NFT
Terms.
g. The NFT may not be used in any way which would:
i. modify any Art;or
ii. use the Art to market or to sell third-party products or for any other
commercial benefit; or
iii. use the Art in connection with images of hatred, violence or other
inappropriate behaviour be reasonably considered to bring the Intellectual
Property Rights owner into disrepute; or
iv. seek to trademark or acquire Intellectual Property Rights in the Art;
or
v. take, appropriate or represent any ownership in the Intellectual
Property; or
vi. assert any right to or over the Intellectual Property in any manner
inconsistent with the rights under these NFT Terms; or
vii. take any action which would or might invalidate, challenge, oppose or
otherwise put in dispute the owner’s title to the Intellectual Property; or
be reasonably seen to disparage the Intellectual Property Rights of the
owner; or
viii. contravene the moral rights of the artist or licensor of the
Art; or
ix. contravene the Website Terms or these NFT Terms; or
x. cause, permit or assist any other person directly or indirectly to do any of
the above act.
h. For the avoidance of any doubt:
i. the restrictions on the License survive termination or assignment transfer of
the License; and
ii. the purchase of an NFT does not grant you any ownership or license for any
Intellectual Property Rights over Eden Horse or any aspect of Art used in our
NFTs other than as expressly set out in these NFT Terms; and
iii. the License granted under this clause is limited to the time you Own the
NFT and upon your sale of the NFT to another party the License is assigned to
the purchaser of the NFT and your rights under the License cease to have any
effect, and you must draw to the other party’s attention the contents of these
NFT Terms prior to your sale of the NFT;
iv. the sale of your NFT does not constitute a “commercial use” of your NFT for
the purposes of these NFT Terms.
23. Termination
a. Termination with cause.
b. These NFT Terms and the License may be terminated with immediate
effect:
i. by us if any of the warranties in clause 26 are breached; or
ii. by us if the limitations of the Licence in clause 23.g are breached;
or
iii. 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.
c. Termination of these Terms does not affect the rights of the parties which
have accrued prior to termination.
24. Acknowledgements
You acknowledge and agree that:
a. we provide NFTs solely on a proprietary basis for use with Eden Horse and if
we transact with you we do so solely on a bilateral basis;
b. 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;
c. NFTs may experience or may have extreme price volatility, including being
worthless in the future;
d. we are not providing and will not provide any fiduciary, advisory, brokerage,
exchange or other similar services to you or any other person;
e. 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;
f. a significant degree of IT sophistication is required to safely deal in and
store NFTs of any kind using a Digital Wallet;
g. we are not a custodian for the purposes of the Corporations Act, and
transfers of any NFTs are for transaction purposes only;
h. all transactions entered into and conducted under these Terms are deemed to
have occurred within the jurisdiction of Canada;
i. 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;
1. you purchase NFTs entirely at your own risk and understanding and 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 Eden Horse or
in any other way will be uninterrupted, timely or secure at all
times;
j. you understand and acknowledge that your ownership of NFTs remains contingent
upon you remaining in control of the seed phrases and private key(s) 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 Eden Horse;
k. 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
l. we do not represent or guarantee any outcomes, or any financial return from
youracquisition of any NFT from us, save the ability to use the NFT within Eden
Horse for such time as we choose to support on and off Eden Horse, and such
access to Eden Horse may be subject to further terms and conditions, including
payment of subscription fees.
25. Warranties
a. Our Warranties
We represent and warrant
that:
i. We own, or have the right to use under license, 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;
ii. 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 Eden Horse; and
iii. We will undertake reasonable efforts to deliver any pre-purchased NFTs
within the planned time indicated for delivery.
b. Purchaser warranties
You warrant and assure us
that in acquiring an NFT (from us or from a third party or existing NFT
holder):
i. You have all necessary experience, resources, certificates, licenses,
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
Eden Horse will be legal under the applicable laws of Your
Jurisdiction;
ii. 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;
iii. As far as you are aware, there are no facts, circumstances or other
information which both:
i. 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
ii. 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;
iv. 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;
v. If we request, you will identify and substantiate the source of funds
involved in transactions to acquire NFTs;
vi. No Digital Currency transferred to us as part of a Purchase Price has
been derived from any illegal or unlawful activity;
vii. 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 your nominated Digital Wallet;
and viii. You have had the opportunity to obtain independent legal advice in
relation to the terms and effect of these Terms.
26. Continuous warranties
You represent and warrant to us that each of the Purchaser Warranties in
clause 26.b is true and accurate, and not misleading or deceptive as at the date of
these NFT Terms and, except as expressly stated, will be true, accurate and not
misleading or deceptive each time an NFT or NFTs are provided to you.
27. Notification
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.
28. Mutual warranties
Each party warrants and assures the other party that:
a. if it is a company, it is duly incorporated and validly exists under the
law of its place of incorporation; and
b. these terms constitute a legal, valid and binding terms enforceable in
accordance with its terms by appropriate legal
remedy.
29. Consumer Guarantees
a. Nothing in these NFT Terms does, or is intended to, exclude any Statutory
Rights which you are entitled to.
30. Knowledge and awareness
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 enquiries as at the date of these NFT Terms.
31. Limitation of liability
a. Limitation of liability
i. 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.
b. Third party services
i. Subject to clause 36.a.i., we will not be liable for the performance,
errors or omissions of unaffiliated, nationally or regionally recognized third
parties or decentralized networks such as, by way of example and not limitation:
blockchain networks (whether private/permissioned 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” or similar
“roll-up” or optimization services), banking partners, custody services, market
making services and/or third party pricing services and decentralized 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).
c. Compliance with laws – No monitoring responsibilities
i. 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.
ii. 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.
d. No liability for Consequential
Loss
Neither party will be liable to the other for any Loss or
Claim in the nature of consequential or indirect loss, including without
limitation loss of prizes, loss of chance, loss of expectations, or loss or
opportunity.
e. Liability Cap
i. Our total liability to you under any circumstances is limited to
A. the amount for which an NFT was originally sold by us ; or
B. the amount of Commission we received for a Breeding service for NFTs
created through Breeding;
and we shall not be liable for any amount above these
sums.
GENERAL CONDITIONS
32. Notices
a. Unless a provision of these Terms expressly state otherwise, a notice,
consent, approval, waiver or other communication (notice) in connection with
these Terms must be in writing and in English and sent to, in the case of us,
our nominated email or via the Eden Horse interface, of in the case of you, to
your nominated email or published on the Eden Horse website with public access
to such notice.
b. Any notice will be deemed to be received within 24 hours of sending the
electronic message (unless a rejection message is received) or publication
online.
c. A party must immediately notify the other party in writing of any changes
to its contact details.
33. Disputes
a. Proceedings suspended
i. You 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 36 have
been followed. However, this limitation does not apply:
ii. to a party who wants to apply for equitable relief or urgent
interlocutory relief; or
iii. to a party who attempts in good faith to comply with clauses b, c and d
but cannot do so because the other party does not comply with those
clauses.
b. Notice of dispute
i. 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.
c. Commencement of mediation
i. If the dispute is not resolved within 10 Business Days after a notice
under clause b has been served (Notice Period), the dispute is by this clause c
submitted to mediation.
ii. The mediation must be conducted in Canada in accordance with the
mediation guidelines / rules of the Resolution Institute, save any process in
these Terms which is inconsistent with those guidelines or rules will take
precedence to the extent of any inconsistency.
d. If dispute not resolved
i. If the dispute is not resolved within 1 month after the appointment of
the mediator, you may take legal proceedings in connection with the
dispute.
e. Confidentiality
i. 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 clause 36, unless that party is compelled by a regulatory
or government authority, court or tribunal to disclose that
information.
34. Governing law and jurisdiction
These Terms are governed by the laws of Canada.
35. Amendment
We reserve the right to amend these Terms from time to time in our absolute
discretion. Amendments will be effective as soon as such changes are
notified to you in writing from time to time.
36. Precedence
Where there is inconsistency between the Terms and other content displayed
as part of the Eden Horse Platform concerning the sale of NFTs, the content of the
Terms will prevail to the extent of any inconsistency.
37. Force Majeure
We will not be liable for any delay or failure to perform our obligations
under these 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 Terms) (Force Majeure Event).
38. Waiver
A provision of these Terms or a right created under it may not be waived
except in writing signed by the party granting the waiver.
39. Exercise of a right
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.
40. Remedies cumulative
The rights and remedies provided in these Terms are cumulative with and not
exclusive of the rights and remedies provided by law independently of these
Terms.
41. No merger
The rights and obligations of the parties (including under the warranties)
will not merge on completion of any transaction under these Terms. They will survive
the execution and delivery of any assignment or other document entered into for
the purpose of implementing any transaction.
42. Assignment
a. These 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.
b. To the extent that any party purchases an NFT from you, they are deemed
to have taken an assignment of these Terms as published at the time of the
purchase and you must provide that party with a link or copy of these
Terms.
c. We may assign our rights under these Terms without your consent at any
time by giving you written notice.
43. Severance
If any provision of these 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 Terms
nor affect the validity or enforceability of that provision in any other
jurisdiction where it is not invalid.
44. Entire agreement
a. These Terms constitute the entire agreement of the parties in respect of
the subject matter of these Terms and supersedes all prior discussions,
representations, undertakings and agreements.
b. None of our agents or representatives are authorized to make any
representations, conditions or agreements not expressed by us in writing nor are
we bound by any such statements.
45. Further assurances
Each party must, at its own expense, do everything reasonably necessary to
give effect to these Terms and the transactions contemplated by it, including but
not limited to the execution of documents.
46. Relationship
Nothing in these 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 Terms.
47. Knowledge
In these 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 Terms.
48. Costs
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 Terms and the transactions contemplated by these Terms including
without limitation its own legal, accounting and corporate advisory
fees.
49. Definitions
In these Terms:
Art means any art, design, wording and
drawings that are associated with an NFT that you Own;
Breed means the creation of an NFT
racehorse, as set out in clauses 7, 8 and 9;
Business Day means any day except a Saturday
or a Sunday or other public holiday.
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:
a. 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
b. negotiations in relation to, and the terms of, these Terms,
but not:
c. information in the public domain other than because of a breach of these
Terms; or
d. information already known to a party prior to the disclosure by the other
party;
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
“Metamask” location, public key or wallet address, account or storage device which
we choose to support for the delivery of the NFTs provided by us;
Digital Wallet means the applicable
“Metamask” location, public key or wallet address, account or storage device which
we choose to support for the delivery of the NFTs provided by us;
Privacy Policy means the privacy policy on
the Website as may be varied from time to time.
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;
Intellectual Property means any and
all intellectual property in the NFT and the Art including all copyright, patents,
trade marks, business names, domain names, trading styles, get-up, designs, knowhow,
processes, methodologies and all current and future registered and unregistered
rights, development or enhancement of the Intellectual Property owned by us or by
our licensors.
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:
a. patents, inventions, discoveries, designs, copyright, trade marks, trade
names, brand names, business 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;
b. any application or right to apply for registration of any of these rights
or other rights of a similar nature arising or capable of arising under statute
or at common law anywhere in the world;
c. other intellectual property as defined in Article 2 of the Convention
Establishing the World Intellectual Property Organisation 1967;
d. any registration of any of those rights or any registration of any
application referred to in paragraph (b.); and
e. all renewals and extensions of these rights;
Loss includes and loss, damage, cost,
charge, liability or expense (including legal costs and expenses);
Marketplace means a software platform or
software (including a Blockchain digital wallet) which permits the transfer,
purchase or sale of an NFT, provided that the Marketplace at all times
cryptographically verifies the NFT owner’s right to Own the NFT.
NFT Terms mean the terms and conditions of
these Terms that specifically relate to the purchase and ownership of NFTs in
particular clauses 20-33.
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;
Personnel means any employee, contractor,
subcontractor, agent, partner, shareholder, ultimate beneficial owner, director or
officer of a party;
Procure means to obtain, and includes to
Breed;
Purchaser Warranties means the warranties
set out in clause 26.(b.).
Your Jurisdiction means the country or
state where you are ordinarily resident or from which you enter into any agreement
with us.
Website means
https://edenhorse.net/
and/or any other website Edenloop Network Inc. may operate from time to
time.
Website Terms means the terms and
conditions on the Website (if any) as may be varied from time to time
Eden Horse means the Eden Horse online game
and associated software interfaces for that game, including the home website for
Eden Horse, elements of which are located on the Ethereum Blockchain.