Terms and Conditions

Transcription

1 Terms and Conditions

2 Table of Contents 1. DEFINITIONS GENERAL INFORMATION SALE OF MINGOTOKEN THIRD-PARTY WEBSITES AND SERVICES INDEMNIFICATION DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY INTELLECTUAL PROPERTY RIGHTS JURISDICTION AND DISPUTE RESOLUTION ENTIRETY OF AGREEMENT ASSIGNMENT SEVERABILITY of 8

3 Welcome to the Gaming-Stars.net ( Gaming-Stars, we, us or our ) website (the Website ). Please read carefully these Terms and Conditions (the Terms ) before using the Website or participating in any fundraising through the Website, as they affect your obligations and legal rights, including, but not limited to, waivers of rights and limitation of liability. To participate in the Gaming-Stars Pre-sale (the Pre-sale ), you should also read these Terms and accept them. If you do not agree with these Terms, you shall not use the Website or buy Gaming Coins ( GAMES ). IMPORTANT Ownership of GAMES during the Pre-sale carries no rights express or implied. Purchases of GAMES are non-refundable. Purchasers should have no expectation of governance of the Gaming-Stars platform. By participating in the sale of GAMES, you expressly acknowledge and represent that you have carefully reviewed the Terms and fully understand the costs and benefits of purchasing GAMES and agree to be bound by these terms. You further represent and warrant that, to the extent permitted by law, you are authorized to purchase GAMES in your relative jurisdiction, are of legal age to be bound by law, and will not hold Gaming-Stars, its parents and affiliates, and the officers, directors, agents, joint ventures, employees and suppliers of Gaming-Stars, GAMES or our parent or affiliates, now or in the future and any other member of the Gaming-Stars Team (collectively the Gaming- Stars Team & Parties ) liable for any losses or any special, incidental, or consequential damages arising out of, or in any way connected with the sale of GAMES. 1. DEFINITIONS 1.1. Agreement these Terms and all other operating rules, policies, and procedures that may be published from time to time on the Website (including privacy policy, cookie policy, etc.) Blockchain type of distributed ledger, comprised of unchangeable, digitally recorded data in packages called blocks Ether or ETH cryptocurrency of Ethereum blockchain Ethereum open-source, public, blockchain-based distributed computing platform featuring smart contract functionality Initial Coin Offering or ICO the official fundraising period to fund longterm development of the Gaming-Stars platform Gaming Coins or GAMES ERC-20 token on the Ethereum public blockchain that will be the primary currency for Gaming-Stars during the Pre-sale and token sale period. 2 of 8

4 2. GENERAL INFORMATION 2.1. These Terms are a legally binding Agreement between you, the User, and Gaming- Stars, also individually referred to as a Party and collectively as the Parties These Terms define basic mutual rights and obligations of Gaming-Stars and the User during their use of the Website or Gaming-Stars application, including, but without limitation, for the purpose of buying GAMES By using the Website, the User accepts these Terms in full and agrees to be bound thereby and comply therewith These Terms are effective at the time the User begins using the Website. The User may withdraw from his/her obligation under the Terms at any time by discontinuing the use of the Website and relinquishing all ownership of any GAMES The User acknowledges and accepts that: these Terms are subject to change, modification, amendments, alterations or supplements at any time without prior written notice, at our sole discretion, by updating this posting; the User s continued use of the Website or ownership of GAMES after the amendments shall constitute the User s consent hereto and acceptance hereof; we reserve the right, at our own and complete discretion, to modify or to temporarily or permanently suspend or eliminate the Website, and/or disable any access to the Website By using this Website, you covenant, represent, and warrant that: you are of an age of majority to enter into this Agreement, meet all other eligibility and residency requirements, and are fully able and legally competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth herein and to abide by and comply herewith; you are aware of the merits, risks and any restrictions associated with cryptographic tokens (their buying and use), cryptocurrencies and Blockchainbased systems, as well as you know to manage them, and you are solely responsible for any evaluations based on such knowledge; 3 of 8

5 you have necessary and relevant experience and knowledge to deal with cryptographic tokens, cryptocurrencies and Blockchain-based systems, as well as you understand their frameworks You shall not use the Website if you are prohibited under applicable law from using it. In particular, should any limitation or prohibition as to your purchase or use of any amount of GAMES exist under applicable law, we persistently recommend you not use this Website nor buy GAMES. 3. SALE OF MINGOTOKEN 3.1. You may purchase GAMES within the period of the Gaming-Stars Pre-sale set out herein and after on different exchanges During the Pre-sale, Gaming-Stars is going to sell tokens for $1,000,000 in equivalent ETH. The price of 1,000 (one thousand) GAMES is 1 ETH without discount GAMES is proof of the holder s membership in the Gaming-Stars platform ecosystem, but not in the legal entity. GAMES allows holders to transact value with other Gaming-Stars Users The Pre-sale will start on November 23th, 2017 at 12:00pm GMT and will continue until December 23th, 2017 at 12:00pm GMT The Pre-sale will be broken into nine (4) discount phases: The first day, participants will receive a 50% discount on the price of GAMES The second day, participants will receive a 45% discount on the price of GAMES From the third day of the pre-sale, participants will receive a 35% discount on the price of GAMES Users who participate on day 1 or day 2 of the main token-sale (not the pre-sale) will receive a 25% discount on the price of GAMES. 4 of 8

6 3.6. BY BUYING GAMES HEREUNDER THE USER REPRESENTS AND WARRANTS THAT HIS/ HER FUNDS IN NO WAY CAME FROM ILLEGAL OR UNETHICAL SOURCES YOU ARE ONLY ALLOWED TO PURCHASE GAMES IF YOU COVENENT, REPRESENT, AND WARRANT THAT YOU ARE NEITHER A U.S. CITIZEN OR PERMANENT RESIDENT OF THE UNITED STATES, NOR DO YOU HAVE A PRIMARY RESIDENCE OR DOMICILE IN THE UNITED STATES, INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, AND ANY OTHER POSSESSIONS OF THE UNITED STATES. SHOULD THIS CHANGE AT ANY TIME, YOU SHALL IMMEDIATELY NOTIFY US. WE RESERVE THE RIGHT TO REFUSE THE SALE OF GAMES TO ANYONE WHO DOES NOT MEET THE CRITERIA NECESSARY FOR THEIR BUYING, AS SET OUT HEREUNDER AND BY THE APPLICABLE LAW. IN PARTICULAR, WE MAY REFUSE THE SALE OF GAMES TO U.S. CITIZENS, PERMANENT RESIDENTS OF THE UNITED STATES AND THOSE USERS WHO DO NOT MEET ANY CRITERIA SPECIFIED HEREIN YOU ARE ONLY ALLOWED TO PURCHASE GAMES IF YOU COVENENT, REPRESENT, AND WARRANT THAT YOU ARE NEITHER A CHINESE CITIZEN OR PERMANENT RESIDENT OF THE PEOPLE S REPUBLIC OF CHINA, NOR DO YOU HAVE A PRIMARY RESIDENCE OR DOMICILE IN CHINA OR ANY OTHER POSSESSIONS OF CHINA. SHOULD THIS CHANGE AT ANY TIME, YOU SHALL IMMEDIATELY NOTIFY US. WE RESERVE THE RIGHT TO REFUSE THE SALE OF GAMES TO ANYONE WHO DOES NOT MEET THE CRITERIA NECESSARY FOR THEIR BUYING, AS SET OUT HEREUNDER AND BY THE APPLICABLE LAW. IN PARTICULAR, WE MAY REFUSE THE SALE OF GAMES TO CHINESE CITIZENS, PERMANENT RESIDENTS OF THE PEOPLE S REPUBLIC OF CHINA AND THOSE USERS WHO DO NOT MEET ANY CRITERIA SPECIFIED HEREIN. 4. THIRD-PARTY WEBSITES AND SERVICES 4.1. The pages of the Website may contain links to third-party websites and services. Such links are provided for your convenience, but their presence does not mean that they are recommended by us. In addition, we do no guarantee their safety and conformity with any user expectations. Furthermore, we are not responsible for maintaining any materials referenced from another site, and make no warranties for that site or service in such context We assume no obligations in the event of any damage or loss, or any other impact, directly or indirectly resulting from the use of any content, goods or services available on or through any such third-party websites and resources. 5 of 8

7 5. INDEMNIFICATION To the extent allowable pursuant to applicable law, the User shall indemnify, defend, and hold harmless Gaming-Stars and/or its subsidiaries, affiliates, directors, officers, employees, agents, successors, and permitted assignees from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable attorneys fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against the Gaming-Stars Team & Parties arising out of a breach of any warranty, representation, or obligation hereunder. 6. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY 6.1. THIS WEBSITE AND GAMES ARE PROVIDED ON AN AS IS BASIS AND WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. YOU ASSUME ALL RESPONSIBILITY AND RISK WITH RESPECT TO YOUR USE OF THE WEBSITE AND BUYING OF ANY AMOUNT OF GAMES AND THEIR USE YOU HEREBY EXPRESSLY AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, THE WEBSITE OWNER DOES NOT ACCEPT ANY LIABILITY FOR ANY DAMAGES OR LOSS, INCLUDING LOSS OF BUSINESS, REVENUE, OR PROFITS, OR LOSS OF OR DAMAGE TO DATA, EQUIPMENT, OR SOFTWARE (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR OTHERWISE), RESULTING FROM ANY USE OF, OR INABILITY TO USE, THIS WEBSITE OR MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES OR CONTENT ON THIS WEBSITE, FROM BUYING OF GAMES OR THEIR USE BY THE USER, REGARDLESS OF THE BASIS, UPON WHICH THE LIABILITY IS CLAIMED AND EVEN IF WEBSITE OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE YOU UNDERSTAND AND AGREE THAT THE WEBSITE OWNER SHALL NOT BE HELD LIABLE TO AND SHALL NOT ACCEPT ANY LIABILITY, OBLIGATION OR RESPONSIBILITY WHATSOEVER FOR ANY CHANGE OF THE VALUE OF GAMES OR ETH. THE WEBSITE OWNER SHALL NOT PROVIDE TH USER REFUND POSSIBILITIES (PAYOUT LIQUIDITY) FOR PURCHASED GAMES. THE USER UNDERSTANDS AND EXPRESSLY AGREES THAT THE WEBSITE OWNER SHALL NOT GUARANTY IN ANY WAY THAT GAMES MIGHT BE SOLD OR TRANSFERRED DURING OR AFTER THE PRE-SALE IN ANY CASE, THE TOTAL AMOUNT OF OUR AGGREGATE LIABILITY HEREUNDER MAY NOT EXCEED 500 (FIVE HUNDRED) USD. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY 6 of 8

8 TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. YOU UNDERSTAND AND AGREE THAT IT IS YOUR OBLIGATION TO ENSURE COMPLIANCE WITH ANY LEGISLATION RELEVANT TO YOUR COUNTRY OF DOMICILE CONCERNING THE USE OF THIS WEBSITE AND THE BUYING AND USE OF GAMES, AND THAT THE WEBSITE OWNER SHOULD NOT ACCEPT ANY LIABILIATY FOR ANY ILLEGAL OR UNAUTHORIZED USE OF THIS WEBSITE AND USE AND BUYING OF GAMES. YOU AGREE TO BE SOLELY RESPONSIBLE FOR ANY APPLICABLE TAXES IMPOSED ON TOKENS PURCHASED HEREUNDER THE WEBSITE OWNER DOES NOT WARRANT OR REPRESENT THAT ANY INFORMATION ON THE WEBSITE IS ACCURATE OR RELIABLE OR THAT THE WEBSITE WILL BE FREE OF ERROR OR VIRUSES, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OF THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WEBSITE OWNER SHALL NOT BE LIABLE FOR UNINTERUPTED AVAILABILITY OF THE WEBSITE AT ALL TIMES, IN ALL COUNTRIES AND/OR ALL GEOGRAPHIC LOCATIONS, OR AT ANY GIVEN TIME. 7. INTELLECTUAL PROPERTY RIGHTS 7.1. In no way shall this Agreement entitle the User to any intellectual property of Gaming-Stars, including the intellectual property rights for the Website and all text, graphics, user interface, visual interface, photographs, trademarks, logos, artwork, and computer code, design, structure, selection, coordination, expression and other content connected to the Website. Arrangement of such content is owned by the Gaming-Stars Team & Parties and is protected by the Intellectual Property Rights and fair competition laws There are no implied licenses under the Agreement, and any rights not expressly granted to the User hereunder are reserved by us. 8. JURISDICTION AND DISPUTE RESOLUTION 8.1. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the laws of Ukraine. 7 of 8

9 8.2. To resolve any dispute, controversy or claim between the Parties arising out of or related to this Agreement, or breach thereof, the Parties agree first to negotiate in good faith for a period of not less than sixty (60) days following written notification of such conflict or claim from one Party to the other If negotiations do not resolve the dispute, controversy or claim to the reasonable satisfaction of all Parties during such period, then the Parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Ukraine under the applicable law as set forth in 9.1 hereof. 9. ENTIRETY OF AGREEMENT This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings, either oral or written, with respect hereto. 10. ASSIGNMENT This Agreement, including without limitation any Licenses granted hereunder, may not be assigned, in whole or in part, by either Party without the prior written consent of the other Party. 11. SEVERABILITY If any provision of this Agreement or the application of this Agreement to any Party or circumstance shall to any extent be held invalid or unenforceable by a court of competent jurisdiction, then (i) the remainder of this Agreement and the application of that provision to Parties or circumstances other than those as to which it is specifically held invalid or unenforceable shall not be affected, and every remaining provision of this Agreement shall be valid and binding to the fullest extent permitted by Laws, and (ii) a suitable and equitable provision shall be substituted for such invalid or unenforceable provision in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision. 8 of 8