Last updated: 21st February 2024

These Terms of Service (together with the Privacy Policy and any other terms, policies and regulations referred herein “Terms”) between Xterio Labs Limited (“Xterio”, “we“,“us“, “our“) and any publisher, developer, user, person or entity (“you“) governs your utilization, access to and use of the Xterio Web3 Games ecosystem (“Xterio Platform” or “Platform”), the Xterio website (the “Site”) and the gaming-as-a-service solution ([https://xter.io]), the affiliated Games, applications, Virtual Items, information, User Generated Content and any products, APIs, mobile apps, and any other software, tools, features, or functionalities provided on or in connection with our and other services that link to these Terms (“Services”) provided by or on behalf of us. These Terms constitute a legally binding contract between you and Xterio. By using the Services you accept and agree to be bound and abide by these Terms. If you do not want to agree to these Terms, you must not access or use the Services. Capitalized terms not defined herein shall have the same meanings ascribed to them as set out in our Privacy Policy.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. AS OUTLINED IN SECTION 13 BELOW, THEY INCLUDE A MANDATORY ARBITRATION AGREEMENT AND REQUIRE ANY DISPUTES BETWEEN US TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN BY A JUDGE OR JURY IN COURT. BY USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

TO ENTER INTO THE CONTRACT CREATED BY THESE TERMS, YOU MUST BE AN ADULT OF THE LEGAL AGE OF MAJORITY IN YOUR COUNTRY OF RESIDENCE. YOU ARE LEGALLY AND FINANCIALLY RESPONSIBLE FOR ALL ACTIONS USING OR ACCESSING OUR SERVICES, INCLUDING THE ACTIONS OF ANYONE YOU ALLOW TO ACCESS TO YOUR ACCOUNT. YOU AFFIRM THAT YOU HAVE REACHED THE LEGAL AGE OF MAJORITY, UNDERSTAND AND ACCEPT THESE TERMS (INCLUDING ITS DISPUTE RESOLUTION TERMS). IF YOU ARE UNDER THE LEGAL AGE OF MAJORITY, YOUR PARENT OR LEGAL GUARDIAN MUST CONSENT TO THESE TERMS.

1. Who May Use the Services

You may use the Services only if you agree to form a binding contract with Xterio, and are not a person barred from receiving services under the laws of any jurisdiction applicable to you. In any case, you must have the legal capacity to form a binding contract with us under applicable law. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you warrant that you are authorized to do so and have the authority to bind such entity to these Terms, in which case the words “you” and “your” as used in these Terms shall refer to such entity. You represent and warrant that you will comply fully with these Terms and with all applicable laws and regulations relating to your use of the Services.

Without limiting the foregoing, by using the Services, you represent and warrant that: (a) you are not located in, ordinarily resident in, or organized under the laws of any jurisdiction that is subject to a comprehensive U.S. Government embargo (“Embargoed Jurisdiction“); (b) you are not subject to any sanctions administered by an agency of the U.S. Government, any other government, or the United Nations (collectively, “Sanctions”); (c) you are not owned or controlled, directly or indirectly, by any person that is subject to Sanctions, or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; (d) none of your officers, managers, directors, shareholders or authorized representatives is subject to Sanctions, or is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction, or is owned or controlled, directly or indirectly, by any person that is subject to Sanctions or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction. You further covenant that the foregoing shall be true during the entire period of this agreement. If you access or use the Services outside the United States, you are solely responsible for ensuring that your access and use of the Services in such country, territory or jurisdiction does not violate any applicable laws.

We may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of these Terms. In such cases, we, in our sole discretion, may disable your Account and block your ability to access the Services until such additional information and documents are processed. If you do not provide complete and accurate information in response to such a request, we may refuse to restore your access to the Services.

2. Description of the Services

Generally. Xterio is a decentralized play-and-earn gaming platform which includes or may include (a) a Game gallery, where Game information including genres, release status, real-time popularity, player feedback, promotional information and marketing materials are displayed, (b) a NFT launchpad (the “Launchpad”), where users can purchase non-fungible tokens (“NFTs”) from Game developers, (c) a NFT marketplace, where users can sell and purchase NFTs in a secondary market (the “Marketplace”), and (d) an asset (dashboard) page, where users can view and transfer their NFTs to their self-controlled third-party non-custodial crypto wallets.

No Responsibility for the Marketplace. We reject any responsibility for NFTs offered by third-parties (other users) on the marketplace. Any purchases on the marketplace will be done peer-to-peer through smart contracts (each a “Smart Contract“) on the underlying distributed-ledger network. Any transaction that you engage in will be conducted solely through the distributed-ledger network underlying the respective NFTs via a supported third-party account (wallet) solution. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse, stop or execute any transactions. We disclaim any liability to you or to any third party for any claims or damages that arise as a result of any transaction that you engage in via the platform.

Connecting Third-party Wallet Solutions. You can connect your web3 third-party wallet to the Xterio Platform. We will never take custody or control over any NFTs or other digital assets stored in a user’s wallet. The Xterio Platform does not store, send or receive any NFTs or other digital assets, but such transactions occur directly on the supported underlying distributed-ledger networks. You can use any compatible web3 wallet to send and receive any NFTs or other digital assets with other users of the Xterio Platform. When you create a compatible third-party web3 wallet, a cryptographic private and public key pair is generated that you must use to send and receive any NFTs or other digital assets supported on the Xterio Platform. You are solely responsible for storing a backup of any wallet, private key(s), or transaction information that you maintain in the wallet or otherwise with the Services.

No Control over Digital Assets. We have no control over any NFTs or other digital assets in relation to the Xterio Platform and cannot ensure that any transaction details a user submits via its wallet will be confirmed and processed on the underlying distributed-ledger network. We cannot assist you to cancel or otherwise modify any transaction or detail that you have submitted to the underlying distributed-ledger network.

No Storage of any Wallet Credentials. We do not receive or store your wallet password, or its private keys. We cannot assist you with password or private key retrievals. You are solely responsible for remembering, storing and keeping secret your password and private keys. Any NFT or digital asset that you have stored within a supported web3 third-party wallet may become inaccessible if you do not know or keep secret its private keys and password.

Multi-chain Compatibility The Xterio Platform has multi-chain compatibility so that Game developers can choose the underlying distributed-ledger network on which they want to deploy their web3 Games. Each user can store items, characters, digital rewards, and other digital assets on underlying distributed-ledger networks compatible with the Xterio Platform that allow for decentralized, immutable record of ownership.

Gaming Rewards. Each user of any Game on the Xterio Platform or the Site or any Game contained on the Site or associated websites, may be able to earn or receive gaming rewards. Gaming rewards consist of Game tokens and NFTs reflected on the underlying distributed-ledger network on which the respective Game is deployed. Gaming rewards are digital assets that do not function as financial instruments and are not attributed to the financial market. Gaming rewards are not financial instruments and are not being offered to investors. Gaming rewards may reside solely within the underlying distributed-ledger network and may or may not have value. You acknowledge that gaming rewards are granted by the developers or publishers of the respective Games and that we are neither responsible nor control the granting or issuance of any Game rewards, unless we are the Game developer.

Evolution of the Services. Our Services evolve constantly. As such, the Services may change from time to time, at our discretion. We may stop (permanently or temporarily) providing the Services or any features within the Services to you or to users generally. We also retain the right to create limits on use at our sole discretion at any time. We may remove Games visible on the Xterio Platform, suspend or terminate users, and reclaim usernames without liability to you.

3. Using the Services

Your Account. You need to create an account to use our Services. Your account will be governed by the Privacy Policy, which are incorporated by reference, in addition to these Terms. You are responsible for safeguarding your account, so use a strong password and limit its use to this account. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above. Your account should be kept personal to you and not shared with other people.

You can control most communications from the Services. We may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your account, and you may not be able to opt-out from receiving them.

User Conduct. Your use of the Services must not violate any applicable laws, regulations, including gaming and gambling laws, financial market laws, export control laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Services complies with laws and any applicable regulations.

You must at all times observe the highest standards of personal integrity. You are required to behave in a professional manner in your interactions with other users, Games, members of the administration team, the media, sponsors and fans.

You may not use, or encourage, instigate, promote, facilitate, or instruct others to use, the Services for any illegal, harmful, fraudulent, or infringing purpose. You may not use obscene gestures, profanity, or references to drugs, sex or violence in your username, team names, Game chat, lobby chat or any public facing media. This rule applies to English and all other languages and includes abbreviations and/or obscure references. In addition to the foregoing, all usernames and team names may be reviewed by us. Usernames and team names may be denied at any time that may not reflect our professional standards.

You also agree that you will not:

Use or attempt to use another user’s Account without authorization from such user;
Pose as another person or entity, or use a wallet to engage in a transaction on Xterio that is owned or controlled, in whole or in part, by any other person;
Claim an Xterio username for the purpose of reselling it, confusing others, deriving others’ goodwill, or otherwise engage in name squatting;
Access the Services from a different blockchain address if we’ve blocked any of your other blockchain addresses from accessing the Services, unless you have our written permission first;
Distribute spam, including through sending unwanted tokens or NFTs to other users;
Use the Services – including through disseminating any software or interacting with any API – that could damage, disable, overburden, or impair the functioning of the Services in any manner;
Bypass or ignore instructions that control access to the Services, including attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to Xterio;
Use our Services for commercial purposes inconsistent with these Terms or any other instructions;
Use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Services, extract data, or otherwise interfere with or modify the rendering of Services pages or functionality;
Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Services, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Service;
Sell or resell the Services or attempt to circumvent any Xterio fee systems;
Engage in behaviors that have the intention or the effect of artificially causing an item or collection to appear at the top of search results, or artificially increasing view counts, favorites, or other metrics that Xterio might use to sort search results;
Use the Services or data collected from our Services for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing);
Use the Services for or in connection with money laundering, terrorist financing, or other illicit financial activity, or in any way in connection with the violation of any law or regulation that applies to you or to us;
Use the Services, directly or indirectly, for, on behalf of, or for the benefit of, (a) any natural or legal person that is the subject of Sanctions; (b) any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; or (c) any legal person owned or controlled, directly or indirectly, by any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction.
Use the Services to carry out any financial activities subject to registration or licensing, including but not limited to creating, offering, selling, or buying securities, commodities, options, or debt instruments;
Use the Services to create, sell, or buy tokens, NFTs or other items that give owners rights to participate in an ICO or any securities offering, or that are redeemable for securities, commodities, or other financial instruments;
Use the Services to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;
Use the Services to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items;
Infringe or violate the intellectual property rights or any other rights of others;
Create or display illegal content, such as content that may involve child sexual exploitation;
Create or display NFTs or other items that promote suicide or self-harm, incites hate or violence against others, or doxes another individual;
Use the Services for any illegal or unauthorized purpose, including creating or displaying illegal content, such as content that may involve child sexual exploitation, or encouraging or promoting any activity that violates the Terms of Service;
Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services.

Any form of cheating will not be tolerated. All users are prohibited from influencing or manipulating Games on the Xterio Platform so that the outcome is determined by anything other than its merits. Examples of cheating include but are not limited to: collusion, match fixing or any other action to intentionally alter, or attempt to alter, the results of any Game, including losing a Game with another user in order to advance one or the other’s rank, attempts to interfere with another user’s connection to the Game service through Distributed Denial of Service (DDoS) or any other means, tampering with the entry process or the operation of Games, any use of bots, hacks, or any code or software not expressly authorized by the Game developer that allows the automated control of Games visible on the Xterio Platform, or any component or feature thereof. Any of these types of actions, or any intentional use, or attempted use, of any bugs or exploits in the Game may result in a forfeit of the Game and disqualification from Games.

You agree not to misuse our Services, for example, by interfering with them or accessing them using a method other than the interface and the instructions that we provide. You may not do or attempt to do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, our computer systems, or the technical delivery systems of our providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) interfere with, or disrupt, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services. We also reserve the right to access, read, preserve, and disclose any information that you have provided in connection with the Services as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public. We do not disclose personally identifying information to third parties except according to our Privacy Policy.

If you use developer features and are interested in publishing a Game on the Xterio Platform, you agree to our separate developer guidelines and developer platform license agreement.

Play to Earn Gaming Universe. You are solely responsible for determining what, if any, taxes apply to you and play to earn mechanisms, and any other transactions conducted by you. If you elect to engage in any play to earn mechanisms (including, but not limited to, any mechanism that permits you to play any Games or use any Services on the Xterio Platform, Site or otherwise), you will be responsible to pay and all sales, use, value-added or other taxes, duties and assessments now or hereinafter claimed or imposed by any governmental authority. You (i) shall reimburse us for all federal, state, cantonal, 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 services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to these Terms.

You further acknowledge that we are not responsible, and you accept sole responsibility for any and all missed Game tokens, rewards or otherwise, regardless of the source of any error, fault or otherwise. Any and all play to earn mechanisms in place (including, but not limited to, the method, amounts or otherwise) are not permanent and may or may not be changed at any time.

4. Your Right to Use the Services

We give you a limited, personal, worldwide, royalty-free, non-assignable, non-sub-licensable and non-exclusive right to use the software provided to you as part of the Services. This right has the sole purpose of enabling you to use and enjoy the benefits of the Services as provided by us via the Platform, in the manner permitted by these Terms. This right will immediately end upon the expiry or termination of these Terms for any reason.

Nothing in the Terms gives you a right to use our name or any of our logos, domain names, other distinctive brand features, and other proprietary rights. All right, title and interest in and to the Services are and will remain the exclusive property of us and our licensors. Any feedback, comments, or suggestions you may provide regarding us or the Services is entirely voluntary and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you.

5. Your Connection to the Services

You may need to approve access to the distributed-ledger network on which web3 components of the Xterio Platform are deployed and grant access to your web3 wallet address to connect and use some of our Services. In addition, we may allow you to connect third party services to our Services. If you rely on third party services in relation to your use of our Services, you should refer to their respective terms of service and privacy policies. All such third party providers and their services, sites and technologies are in no way endorsed, controlled or verified by Xterio. Xterio does not guarantee the performance of such third party services, sites and technologies and makes no warranty of any kind and is not responsible for any disruption, problem, damage, data loss, cost or inconvenience caused by such third party providers. You are responsible for safeguarding your credentials, recovery phrase, or the private key to connect to the Services and to access third party services; make sure that you store everything in a safe place. Your wallet should be kept personal to you and not shared with other people. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above. You can control most communications from the Services. We may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services, and you may not be able to opt-out from receiving them.

6. Specific Risks associated with the Services

Distributed-Ledger Network Risk. You warrant that you accept the risk of distributed-ledger networks and protocols, including instability, congestion, high transaction costs, information insecurity, regulatory risk, and technological and operational error. You understand these risks may result in delay or failure to process transactions and potentially high transaction fees or third party fees. You acknowledge that we are not responsible for any diminished Services, related features, or capabilities resulting from distributed-ledger network risks. In the event of a material increase or decrease to transaction fees, third party fees, or operational degradation, congestion, failure or other disruption of the underlying distributed-ledger network, we may, at our sole discretion, make any adjustments to the Services.

Distributed-Ledger Network Modification Risk. You warrant that you are familiar with and accept the risks associated with distributed-ledger network development and code changes. Distributed-ledger technologies are still under development and may undergo significant changes over time. Distributed-ledger network contributors may make changes to features and specifications of the consensus algorithm or other parts, and may fork the distributed-ledger network protocol. Such changes may include or result in the elimination or support for specific algorithms and applications.

Digital Rewards. Digital rewards are not considered legal tender, are not issued or backed by any government, and have fewer regulatory protections than traditional currency. Moreover, digital rewards are not insured against theft or loss by any insurance corporation or any investor protection.

Market Risk. The value of NFTs and digital rewards are derived from supply and demand in the global marketplace, which can rise or fall independent of any government currency. Holding NFTs and digital rewards carries exchange rate and other types of risk. The value of NFTs and digital rewards may be derived from the continued willingness of market participants to exchange traditional government currency for digital rewards, which may result in the potential for permanent and total loss of value of a particular digital reward should the market disappear. The volatility and unpredictability of the price and value of NFTs and digital rewards, relative to government currency, may result in significant loss over a short period of time. We do not warrant the value of any NFT, digital reward or any distributed-ledger network and explicitly warn you that that there is no reason to believe that any NFT or other gaming reward will increase in value, and that they may hold no value, decrease in value, or entirely lose value.

Regulatory Risk. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of virtual NFTs and other gaming rewards. The regulatory status of cryptographic tokens, digital assets and distributed-ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, distributed-ledger technology and its applications. Such changes could negatively impact the Services in various ways, including, for example, through a determination that any of the above are regulated financial instruments that require registration. We may cease any distribution of any of the above, the development of the Xterio Platform or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so. The industry in which we operate is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental, quasi- governmental, regulatory or other similar types of (including banking) authorities will not examine our operations or pursue enforcement actions against us. Such governmental activities may or may not be the result of targeting us in particular. All of this may subject us to judgments, settlements, fines or penalties, or cause us to restructure our operations and activities or to cease offering certain products or services, all of which could harm our reputation or lead to higher operational costs, which may in turn have a material adverse effect on the Services.

Technology Risk. Virtual NFT and digital reward transactions may be irreversible and losses due to fraudulent or accidental transactions may not be recoverable. Some virtual transactions are deemed to be made when recorded on a public ledger, which may not necessarily be the date or time the user initiated the transaction. The nature of such virtual transactions may lead to an increased risk of fraud or cyber-attacks.

7. Fees we may Charge

We reserve the right to charge fees for the use of all or specific functions of the Services (including additional functionalities added to the Platform in the future), now or in the future and as set out in connection with the respective Service (see fees and payment terms when accessing a fee-based service). We and the Game developers may charge you fees for the use of the Games and related Virtual Items and Game Services offered on the Xterio Platform. Some features of the Services may require the possibility of automated fee collection (direct debit) or other payment solutions through APIs, which require the use of supported third-party solutions. Such third-party solutions and payment providers may require you to agree to their terms and conditions and set up a separate account. The terms of such third-party service providers are specific to them. You should make yourself aware of such third party terms, before making any payment or receiving such third-party services. By using any of the supported third-party solutions for automated collection, you acknowledge that such solutions are not offered by us, they are governed by separate terms and conditions, we do not have control, and we are not responsible for any costs, expenses, other liabilities, damages or losses you may incur as a result of using such solutions. The support of a specific solution on the Platform is neither a recommendation nor a guarantee or warranty by us for such a solution.

8. Information and Content Available

The Services include information and content from us as well as from websites, databases, Games, or platforms offered by independent third parties, including Game developers and publishers. Links to such other websites, databases, Games, or platforms or information and content from such websites, databases, Games, or platforms are neither a recommendation nor a guarantee or warranty and do not mean that we agree with the intended usability, contents, functionalities of such websites, databases, Games and platforms.

Any use or reliance on any information or content available via the Services - whether provided by us or by third-parties - obtained by you through the Services is at your own risk and you acknowledge that we exclude all liability to the extent permitted by applicable law. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any information and content made available via the Services.

9. Privacy

Our Privacy Policy [https://xter.io/privacy-policy] describes how we collect, handle, store and transfer the data you provide to us when you use our Services. You understand that the collection, processing, and use of such data by us and our affiliates (as outlined in the Privacy Policy), including the transfer of the data to other countries, is required to perform the Services.

10. Ending These Terms

12.1. General

You may end your legal agreement with us at any time by deactivating your accounts by contacting us at customerservice@xter.io and discontinuing your use of the Services.

We may suspend or terminate your account or cease providing you with all or part of the Services at any time for any or no reason, including, but not limited to: (i) if we believe you have violated these Terms, (ii) if we believe you pose a security or other risk or possible legal exposure for us, our affiliates or any third party; (iii) if we believe you could adversely impact us, the Services or any other Xterio Platform user, (iv) if we believe your account should be blocked due to prolonged inactivity; (v) our decision to withdraw any aspect of the Services, Platform, Game(s) or Virtual Items; (vi) for reasons of a system failure, maintenance or repair due to events beyond our reasonable control; or (vii) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceedings in any jurisdiction. We will make reasonable efforts to notify you through the Services the next time you attempt to access the Services, depending on the circumstances.

Effect of Suspension. If we suspend your account for all or part of the Services, you remain responsible for all fees and charges that you may incur during the period of suspension; and your entitlement or access to any results or rewards that may have occurred during your suspension of the Services may be prevented or limited.

Effect of Termination. If we terminate your account or cease providing you with all or part of the Services, or if these Terms terminate or expire for any other reason, then all your rights under these Terms shall immediately terminate including, without limitation, your license to use any intellectual property associated with the Services, except that the following sections shall continue to apply: sections 9, 11, 12 and 13; and upon termination of your account, the Services and/or these Terms for any reason, you shall remain responsible for all fees owed to us incurred through the termination date.

11. Limitations, Release, and Indemnification

WE DO NOT GUARANTEE THE ONGOING SUPPLY OF THE PLATFORM, OR SERVICES OR THAT THE GAMES AND CONTENT APPEARING ON THE PLATFORM WILL BE AVAILABLE AT ALL TIMES, IN ALL LOCATIONS, OR AT ANY GIVEN TIME OR THAT WE WILL CONTINUE TO OFFER SUCH GAMES, SERVICES AND CONTENT FOR A PARTICULAR LENGTH OF TIME. The Services are provided on an “as is” and “as available” basis and may contain defects and software bugs. You acknowledge and agree that your use of the Services is at your sole risk. By using the Services you agree that our liability, and that of our parent(s), affiliates, related legal entities, officers, directors, employees, agents, representatives, partners, and licensors, is limited to the maximum extent permissible in your country of residence.

You agree that Xterio will not be liable for any failure or delay in the performance of these Terms where such failure or delay results from any cause beyond our reasonable control, including without limitation, any acts of God, labour or other industrial disputes, pandemic, electrical or power outages, utilities or other telecommunications failures, blockages, embargoes, riots, upgrades to the acts or orders of government, acts of terrorism or war.

If you have a dispute with one or more users of the Services (including, but not limited to developers that offer Games on the Xterio Platform), you agree to release us from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of your use of the Services, including but not limited to your violation of these Terms.

12. Intellectual Property

The Services, including their “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, and scripts), proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, the Xterio logo, XSoul and the various badges awarded by XSoul, and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of Xterio or our affiliates, licensors, or users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates, licensors, and users, as applicable, reserve all rights in connection with the Service and its content, including, without limitation, the exclusive right to create derivative works.

Xterio’s name, logo, trademarks, and any Xterio product or service names, designs, logos, and slogans are the intellectual property of Xterio or our affiliates or licensors and may not be copied, imitated or used, in whole or in part, without our prior written permission in each instance. You may not use any metatags or other “hidden text” utilizing “Xterio” or any other name, trademark or product or service name of Xterio or our affiliates or licensors without our prior written permission. In addition, the “look and feel” of the Services constitutes the service mark, trademark or trade dress of Xterio and may not be copied, imitated or used, in whole or in part, without our prior written permission.

You acknowledge that all intellectual property rights (including without limitation all copyrights, patent, trademark and design rights) in the Platform, Services, Games and Virtual Items and all content (including but not limited to visual interfaces, graphics, associated art and drawings, designs, systems, methods, information, computer code, software, services, look and feel; compilations and data) appearing on and within the Platform, Services, blockchain, Games and Virtual Items throughout the world belongs to us, our licensees or affiliates or respective Game developer and that such rights are licensed to you and you do not acquire any ownership rights in the Platform, Services, Games and Virtual Items or any other part of them other than the right to use the Platform Services, Games and Virtual Items under these Terms. Any use by you of any of intellectual property other than as permitted under these Terms may only be undertaken with the prior express written authorisation by the relevant intellectual property owner. Nothing contained within these Terms shall be construed as conferring any right, whether by implication or otherwise, to use any intellectual property in the Platform, Services, Games, Virtual Items or other content other than as expressly permitted in these Terms.

13. General

We may revise these Terms from time to time for any reason. The changes will not be retroactive, and the most current version of the Terms, available on our site at [https://xter.io/terms-of-service], will govern our relationship with you. It is your responsibility to check these Terms regularly before using any of our Services. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.

These Terms and any document incorporated by reference constitute the entire agreement between you and us and supersede any previous terms between us in relation to such matters. The limitations, exclusions and restrictions in these Terms shall pass to the benefit of our licensors, successors and assigns. These Terms are drafted in the English language and may be translated into other languages. The English language version of these Terms shall prevail if there is a conflict or inconsistency or clarification required with other language versions. The headings in these Terms are for ease of reference only and shall be disregarded in construing or interpreting the Terms. If we fail to enforce any provision of these Terms, that failure will not preclude us from enforcing either that provision (or any similar provision) on a later occasion.

If any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect. Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

We may transfer all or part of our rights or duties under these Terms provided we take reasonable steps to ensure that your rights under these Terms are not prejudiced. As these Terms are personal to you, you may not transfer any of your rights or duties under it without our prior written consent. A person who is not a party to these Terms shall have no rights to enforce any of its terms.

These Terms are an agreement between you and Xterio Labs Limited. If you have any questions about these Terms, please contact customerservice@xter.io.

These Terms are governed by the laws of Hong Kong. The United Nations Convention on the International Sale of Goods shall not apply.

Any dispute, controversy, difference or claim arising out of or relating to these Terms. Including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English. Neither party shall be required to give general discovery of documents, but may be required only to produce specific, identified documents which are relevant to the dispute.