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Terms of Use

TERMS OF USE

The WorldHeroes AceMeta.io website (https://worldheroes.theacemeta.io) (the “Site”) allows users the opportunity to purchase unique Ethereum blockchain-tracked, non-fungible tokens (NFTs) (“WorldHeroes NFTs”) that serve as digital collectibles and are originally minted by The AceMeta Company Pte. Ltd. (“TAMc”, “we”, or “us”). These Terms of Use (“Terms”) are a legally binding agreement between you and TAMc and set forth the terms for your use of the Site (however accessed, whether via web, mobile, or otherwise) and the limited services made available through the Site as described herein (collectively, the “Services”).

BY USING THE SITE OR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT USE THE SITE OR SERVICES.

For clarity, these Terms of Use (“this Agreement”) does not govern your use of TAMc’s and its affiliates’ other websites (e.g., theacemeta.com) and associated mobile applications, nor any other product or service purchased from a TAMc website or application besides the WorldHeroes NFTs.

1. Purchasing WorldHeroes NFTs.

Third Party Vendors. All transactions made through the Services are managed and confirmed on the Ethereum blockchain, and are processed by third-party vendors (collectively, “Third Party Vendors” and each a “Third Party Vendor”), rather than by TAMc. For example, in order to initiate the minting and purchase of a WorldHeroes NFT, and to display, store, trade and sell your WorldHeroes NFT, you may need to set up, respectively, an electronic wallet with Metamask (provided by ConsenSys Software Inc.) and an account with the Nifty Gateway (Gemini Trust Company, LLC) or OpenSea marketplace (Ozone Networks, Inc.). By using the Services to do any of the foregoing, you agree to the terms of service, and, where applicable, the privacy policies of such Third Party Vendors, including without limitation the Metamask terms of service and privacy policy, Nifty Gateway terms of use and privacy policy, and the OpenSea terms of service and privacy policy. Except as expressly set forth herein, those Third Party Vendor terms govern the transaction that is effectuated on the Ethereum blockchain when you request TAMc to mint any WorldHeroes NFT, including any related decentralised technologies (e.g., Ethereum), websites, services, tools, applications, smart contracts, and APIs which are provided by such Third Party Vendors. For clarity, the Services do not include services provided by Third Party Vendors.

You hereby expressly grant TAMc the right, power, and authority to transmit your information to such Third Party Vendors as reasonably necessary for TAMc to provide the Services to you. TAMc has no affiliation with any Third Party Vendors, and TAMc does not and will not collect or receive any of the information, including any personal information, that you provide to such Third Party Vendors, except for any information that may be publicly available on the Ethereum blockchain. Because TAMc has no control over Third Party Vendors, or their websites or mobile applications, you acknowledge and agree TAMc is not responsible for the availability of such external websites, mobile applications or resources accessible from those Third Party Vendors, and does not endorse and is not responsible or liable for any content, advertising, products, services, or other materials available from such websites or mobile applications, nor does TAMc endorse any such websites, mobile applications or resources, or the content, products, services or advertisements accessible on such websites or mobile applications.

Purchase Terms. You may initiate a purchase of WorldHeroes NFT(s) by selecting “Mint” on the Site. As this is a blind drop, each buyer will receive a random WorldHeroes NFT from the collection that will be revealed upon the end of the minting period.

All purchases effected through the Site are final and non-refundable. Purchases may be made by using one or more cryptocurrencies that we may elect to accept from time to time. We retain the right in our discretion to limit the dollar (or equivalent in other currencies) amount and number of any transactions on the Site. TAMc is under no obligation to accept cryptocurrencies and we retain the right in our sole discretion to determine what currencies or payment option(s) to accept at any time. You acknowledge and agree that all transactions effectuated through the Site are publicly visible on the Ethereum blockchain when made.

You are responsible for all payments, fees and costs when engaging in any transactions involving WorldHeroes NFTs, including, without limitation, the purchase price, transaction fees (e.g., “gas” fees) and all other fees associated with your use of the Services or the services of Third Party Vendors, including but not limited to purchasing, trading and “burning” a WorldHeroes NFT. You also are solely responsible for payment of all national, federal, state, local or other taxes of any jurisdiction, of whatever nature whether now in effect or imposed in the future by any national federal, state, local, international or any other governmental authority or taxing jurisdiction, including, without limitation, any income, sales, use, value-added (VAT), goods and services and other taxes and duties associated with your use of the Services, the services of Third Party Vendors, and your purchase of WorldHeroes NFTs from any party. You are solely responsible for any tax reporting for transactions in which you may be a seller of WorldHeroes NFTs.

Secondary Sales. You may have the limited right to sell or transfer your WorldHeroes NFTs on the OpenSea marketplace. We do not monitor or control any marketplace purchases or sales, or any other activity beyond that on the Site.

Limited License. In connection with your purchase of one or more WorldHeroes NFT, and subject to your compliance with the terms of this Agreement, TAMc may grant you a limited license to display the original artwork that was minted as a WorldHeroes NFT and is associated with the WorldHeroes NFT(s) that you purchase (“Artwork”). The terms of said limited license, including restrictions on the use of any such Artwork and provisions related to the term and termination of same, can be found here (“Limited License”).

2. Ownership.

You acknowledge and agree that TAMc (or, as applicable, its licensors) owns all legal right, title and interest in and to the content of the Site, the Artwork, and all intellectual property rights therein. Any rights that you may have in and to the Artwork are limited to those expressly described in the Limited License. TAMc (on behalf of itself and, as applicable, its licensors) reserves all other rights in and to the Artwork, including all copyright in and to the Artwork (e.g. the right to reproduce and make copies, to prepare derivative works, to distribute, sell, or transfer, to display, to perform, and to publicly display and publicly perform).

3. DISCLAIMER OF WARRANTIES

IF YOU CHOOSE TO USE THE SITES OR SERVICES, YOU DO SO VOLUNTARILY AND AT YOUR SOLE RISK. THE SITES AND SERVICES ARE PROVIDED “AS IS” AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, WE DISCLAIM ALL WARRANTIES OR OTHER TERMS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR TERMS OF SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT: THAT THE SITES OR SERVICES, OR ANY OF THEIR FUNCTIONS, WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT ANY PART OF THE SITES OR SERVICES, OR THE SERVERS THAT MAKE THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITES OR SERVICES WITH REGARD TO CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, APPROPRIATENESS FOR ANY PURPOSE, OR OTHERWISE. DUE TO THE NATURE OF THE INTERNET, TAMc CANNOT GUARANTEE THE CONTINUOUS AND UNINTERRUPTED AVAILABILITY AND ACCESSIBILITY OF THE SITES OR SERVICES. TAMc MAY RESTRICT THE AVAILABILITY OF THE SITES OR SERVICES OR CERTAIN AREAS OR FEATURES IF NECESSARY, IN VIEW OF CAPACITY LIMITS, THE SECURITY OR INTEGRITY OF ITS SERVERS, OR TO CARRY OUT MAINTENANCE MEASURES THAT ASSIST IN THE PROPER OR IMPROVED FUNCTIONING OF THE SITES OR SERVICES. IF YOU ARE DISSATISFIED WITH ANY OF THE MATERIALS CONTAINED IN THE SITES OR SERVICES, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF OUR SITES OR SERVICES.

You agree that the WorldHeroes NFTs are not and shall not be based upon or redeemable for any tangible or physical item, fractionalised, or capable of use as a coupon, investment, security or other financial instrument or knowingly marketed in any other manner that would cause transactions to be governed by any applicable securities laws, including but not limited to the United States Securities Act of 1933 and Singapore’s Securities and Futures Act 2001 (2020 Rev. Ed.), and are not convertible virtual currencies.

You acknowledge and agree that the characterisation and regulatory scheme governing NFTs, cryptocurrencies, and blockchain technology is uncertain and continually evolving, and is accompanied by inherent risks, including risks related to faulty or insufficient hardware, software, or internet connections; introduction or intrusion of malicious code or software; hacking or unauthorised access to the Site, your digital wallet or information stored therein, or of theft or diversion of funds therefrom; volatility and unstable or unfavourable exchange rates; and the risk of unfavourable regulatory intervention and/or tax treatment in relation to transaction in cryptocurrency. You further acknowledge and agree that digital assets are highly experimental, risky, and volatile, and your use of the Site and Services to purchase digital assets may carry substantial financial risk, including the risk of loss in trading digital assets. By using the Site or Services, you represent that you have sufficient knowledge, sophistication, and experience with respect to NFTs, cryptocurrency, and blockchain technology, to make your own evaluation of the merits and risks of any transaction conducted via the Site or Services or any digital asset associated with such transaction. Under no circumstances will the operation of all or any portion of the Site or Services by TAMc be deemed to create a relationship that includes the provision or tendering of investment advice or advice in relation to NFTs, cryptocurrency and/or blockchain technology.

4. Indemnification.

You shall indemnify, defend (at TAMc’s request) and hold harmless TAMc, its affiliates and licensors, and their respective officers, agents, directors, representatives, contractors, and employees, from and against any and all claims, suits, demands, actions, losses, liabilities, damages, judgements, penalties, fines, expenses and other costs (including legal fees) arising from your breach or alleged breach of this Agreement.

5. Limitation of Liability.

In no event will TAMc be liable to you for any special, incidental, exemplary, indirect, punitive, or consequential damages (including loss of profits) with respect to the subject matter of this Agreement, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not you have been advised of the possibility of such loss or damage. TAMc’s aggregate liability under this Agreement shall not exceed the net revenues actually received by TAMc in connection with any transaction in which you purchased or sold your WorldHeroes NFT. The foregoing limitation of liability shall only apply to the extent permitted by applicable law. In no event will TAMc be liable for any inability by you to access the Artwork for any reason, including as a result of any downtime, failure, obsolescence, removal, termination or other disruption relating to (a) the servers upon which the Artwork is stored; (b) the Services (whether provided by any Third Party Vendor or otherwise); or (c) any other NFT platform.

6. Assignment.

TAMc will have the unrestricted right to assign this Agreement and to assign, subcontract, license and sublicense any or all of its rights and obligations hereunder. This Agreement is personal to you and shall not be assigned or transferred by you. Any other attempt by you to assign, sub-license, or transfer your rights under this Agreement shall be null and void.

7. Remedies.
Your rights and remedies in the event of any breach of this Agreement are subject to Sections 5 and 9 of this Agreement and are strictly limited to the right, if any, to recover damages in an action at law as stated therein, and you acknowledge that your remedy of money damages is adequate. You will not be entitled by reason of any such breach, and you will not seek, any equitable relief, whether injunctive or otherwise.

8. Governing Law.

This Agreement shall be governed by and construed and interpreted in accordance with the laws of Singapore.

9. Dispute Resolution

In the event of any dispute, you and we agree to send a written notice to the other providing a reasonable description of the dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us but if no such information exists or if such information is not current, then we have no obligation under this section. Your notice to us must be sent to us at contact@theacemeta.io or to The AceMeta Company Pte. Ltd. at 256 Bedok Road, Singapore 469425. For a period of 60 days from the date of receipt of notice from the other party, TAMc and you will engage in a dialogue in order to attempt to resolve the dispute, though nothing will require either you or TAMc to resolve the dispute on terms either you or TAMc, in each of our sole discretion, are unsatisfactory. Nothing in this section will prevent a party from pursuing their claims in court or another complaint process.

You hereby irrevocably submit to the non-exclusive jurisdiction of the Courts of the Singapore in relation to any dispute arising out of or relating to this Agreement, and consent to service of process by mail or in any other manner permitted by the relevant law.

If you have any comments, queries or complaints about these Terms or our Services, please contact us at contact@theacemeta.io.

10. No Rights Of Third Parties.

You agree that there are no third-party beneficiaries to these Terms.

11. Miscellaneous Terms.

This Agreement constitutes the complete understanding and agreement of you and TAMc with respect to the Site and Services and supersedes any and all prior or contemporaneous written or oral agreements between you and TAMc with respect thereto. No right or term of this Agreement will be deemed waived, and no breach of this Agreement excused, unless the waiver or consent is in writing and signed by you and TAMc. Any modification or amendment to this Agreement must be made in writing and signed by you and TAMc.