TheMall Terms & Conditions of Use
Last revised: January 31, 2023
MetaVRse Inc. (“MetaVRse”, “we”, “our” or “us”) offers an online platform (the “MetaVRse Platform”) that enables user to buy, sell, rent, transfer, use, access or otherwise dispose of non-fungible tokens in the form virtual property located in a shopping centre owned by us in the metaverse (“Virtual Property”). You might access the MetaVRse Platform through a web browser (“Platform Web Portal”) or through applications (each, a “Platform App”). The MetaVRse Platform, the Platform Web Portal, and the Platform Apps are collectively the “Services”.
BY USING AND ACCESSING THE SERVICES, YOU ACKNOWLEDGE, AGREE AND ASSUME THERE ARE RISKS ASSOCIATED WITH THE PURCHASE, OWNERSHIP, LISTING, SALE, TRANSFER AND OTHER DISPOSITION OF VIRTUAL PROPERTY OR OTHER DIGITAL ASSETS. METAVRSE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION THEREWITH, AND YOU ACKNOWLEDGE AND AGREE THAT YOUR USE AND ACCESS OF THE SERVICES IS AT YOUR OWN RISK.
YOU ACKNOWLEDGE AND AGREE THAT METAVRSE IS NOT A BROKER, REALTOR, FINANCIAL INSTITUTION OR CREDITOR AND IS PROVIDING AN ONLINE SERVICE THAT FACILITATES TRANSACTIONS BETWEEN A BUYER AND SELLER BUT, UNLESS OTHERWISE SET OUT IN THE APPLICABLE PURCHASE AGREEMENT, IS NOT A PARTY TO ANY AGREEMENT FOR THE PURCHASE OR SALE OF VIRTUAL PROPERTY OR BETWEEN YOU AND ANY OTHER USER ON THE PLATFORM WEB PORTAL OR THE PLATFORM APP.
These Terms are effective on the earlier of the date (a) you click to accept these Terms, or (b) you first sign up for an account, download a Platform App, use the Platform Web Portal, or otherwise use the MetaVRse Platform or the Services. You acknowledge the MetaVRse Privacy Statement located at https://metavrse.com/privacy (the “Privacy Statement”), as revised from time to time, and you consent and agree to our collection, use and disclosure of personal information as described in the Privacy Statement.
1. Your Account. You can use the Services in two ways: either as a guest or a registered user. Guests do not require any form of registration with MetaVRse, though use of the Services may be limited . For full access to the Services, you must register for a MetaVRse account, and each registered user shall be considered a “Member” under these Terms . You must provide the information reasonably requested by MetaVRse for that purpose. In order to make purchases through the MetaVRse Platform, both guests and Members may be required to connect a third party electronic wallet to your account. Regardless of your level of access, you are responsible for maintaining the confidentiality of your username, password and private keys of your account, as applicable. MetaVRse may also allow you to register using Third Party Services (as defined in Section 14). MetaVRse recommends that you use a strong password, that you change it frequently, and that you do not reuse passwords. You agree not to disclose your username or password or your private key to your electronic wallet to any third party. MetaVRse may reject, or require that you change, your username or password. You represent and warrant to MetaVRse that you have not misrepresented any information that you have provided to MetaVRse in connection with your account. You are solely responsible for all activities that occur under your account. If you become aware of any unauthorized use of your account, you must notify MetaVRse immediately. MetaVRse does not have access to your electronic wallet or private key and cannot initiate a transfer of Virtual Property or other digital assets or otherwise access your electronic wallet. It is your responsibility to update or change your account information, as appropriate. If you access the Application from outside of Canada (excluding Quebec) or the United States of America, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.
2. KYC/AML/ATF Compliance.
2.1. MetaVRse may require you to provide additional information and documents at the request of any competent authority or in case of application of any applicable law or regulation, including laws relating to anti-money laundering or anti-terrorism financing. MetaVRse may also require you to provide additional information and documents in cases where it has reasons to believe that: (i) your account is being used illegal or unauthorized activity, including money laundering; (ii) you have provided false or inaccurate identification information and other details; or (iii) actions and activities from your account were in breach of these Terms.
2.2. In each such case, MetaVRse, in its sole discretion, may disable (or terminate) your account until such additional information and documents are reviewed by MetaVRse and are accepted as satisfying the requirements of applicable law.
2.3 Where you do not provide complete and accurate information and documents in response to such a request, MetaVRse reserves the right to refuse to provide the Services to you and report any activity occurring using the Services to relevant tax authorities as required under applicable law. You are solely responsible for maintaining all relevant tax information and records and complying with any requirements relating to the reporting of income or taxes that you may have as it relates to the Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Services.
2.4 In accordance with anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary to use and access the Services. Such limitations may include rejecting transaction requests, freezing funds, or otherwise restricting you from using or accessing the We reserve the right to suspend or terminate your use or access of the Services, in whole or in part, at any time in connection with any transaction as required by applicable law, any governmental authority, or if we, in our sole discretion, determine that you are violating these Terms.
3. Purchase Agreement. If you have purchased one or more Virtual Property from MetaVRse Properties Inc. directly, or in the case of secondary transactions, another user through the Services, your use of the Services in respect of the purchase is also governed by the Purchase Agreement terms provided prior to your completion of the transaction through the MetaVRse Platform, and a copy of said Purchase Agreement can be provided if you contact us at [email protected]
4. Your Privacy and Personal Information. For a summary of how MetaVRse collects, uses and discloses personal information, please see MetaVRse’s Privacy Statement.
5. License. MetaVRse grants you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use the Platform Apps and the Platform Web Portal to access and use the end user functionality of the MetaVRse Platform and of the Services, and the content that MetaVRse and other MetaVRse Platform users make available to you on the MetaVRse Platform and the Services (“Content”), in each case subject to and conditional on your continued compliance with the terms and conditions of these Terms. These Terms permit you to use the MetaVRse Services for your personal use only, and not for any commercial purpose other than for transactions enabled by the functionality of the MetaVRse Platform. For greater certainty, MetaVRse, in its sole discretion, may terminate or suspend your license to use the MetaVRse Platform and/or some or all of the Services or Content at any time, for any reason or no reason, with or without notice to you, and without any liability to you or any other person. If MetaVRse terminates or suspends your license to use some or all of the Services or Content, these Terms will nevertheless continue to apply in respect of your use of the Services and Content prior to such termination or suspension.
6.1. Any purchase or sale of Virtual Property on the MetaVRse Platform shall be governed by the terms of the Purchase Agreement, as the case may be. If you elect to sell, purchase, or trade any Virtual Property, any transactions that you engage in will be conducted solely through the blockchain network governing such Virtual Property and you will be required to make or receive payments exclusively through the third-party cryptocurrency wallet you have connected to your account. We have no insight into or control over these transactions, and cannot reverse or modify a transaction. You release MetaVRse and its officers, directors, agents, investors, subsidiaries and employees from any and all claims, demands, lawsuits, proceedings or damages (direct, indirect, or otherwise) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any transaction that you engage through your use or access of Services.
6.2. While the Services facilitate the transactions for the purchase and sales of Virtual Property, except as otherwise set out in the Purchase Agreement, MetaVRse is not a party to any transaction between users. MetaVRse does not control, authenticate or review any Virtual Property minted for sale by users, nor does MetaVRse assume any responsibility for the accuracy, reliability or completeness of any information provided by sellers of Virtual Property. In the event you have a dispute with any seller or purchaser of Virtual Property through a secondary transaction, as the case may be, you agree to address such dispute directly with the user. You release MetaVRse and its officers, directors, agents, investors, subsidiaries and employees from any and all claims, demands, lawsuits, proceedings or damages (direct, indirect, or otherwise) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any such dispute.
7. Your Content.
7.2. MetaVRse will use Your Content in connection with providing the Services to you and to other users of the Services. MetaVRse may make Your Content available to the public, including to other users of the MetaVRse Platform. You agree that by uploading, or otherwise providing any of Your Content on or through the MetaVRse Platform, you grant to MetaVRse a perpetual, worldwide, irrevocable, non-exclusive, sublicensable, royalty-free license to use, reproduce, process, display, publish, distribute, and make available to the public all or any portion of such Your Content in connection with providing the Services to you and to other users, and to incorporate Your Content in any form into the Services. This license includes the right to host, index, cache or otherwise format Your Content. In posting Your Content, you represent to MetaVRse that you have obtained at your own expense all necessary consents, rights and permissions required to grant to MetaVRse the license provided in this Section 7.2.
7.3. You represent and warrant that you own Your Content or have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to MetaVRse and MetaVRse’s use of Your Content will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any third party.
7.4. You agree that MetaVRse is not responsible for any violations of any third-party intellectual property rights in any of Your Content. You agree to pay all royalties, fees and any other monies owing to any person by reason of the Your Content uploaded, displayed or otherwise provided by you to the MetaVRse Platform. You will only include in Your Content the personal information of another individual if you have the express permission of that individual or if you are otherwise entitled to do so at law.
7.5. Your Content shall not:
- violate any applicable law including any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or that otherwise may be in conflict with these Terms.
- in any manner violate any third party right or any agreement between you and a third party.
- include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic (unless otherwise agreed upon by the parties), violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in MetaVRse’s sole discretion.
- promote, sell, advertise or provide the services of promoting, advertising or the sale of any weapons, firearms, or ammunition/
- involve, provide, or contribute any false, inaccurate, or misleading information.
- impersonate or attempt to impersonate us, our employee(s), another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing or that are not yours).
- transmit, or procure the sending of, any advertisements or promotions, sales, or encourage any other commercial activities, including, without limitation, any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation.
- encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm us or users of the MetaVRse Platform or other Services or expose them to liability.
- cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person.
- promote any illegal activity, or advocate, promote, or assist any unlawful act.
- give the impression that they originate from or are endorsed by us or any other person or entity if this is not the case.
7.6. We have the right, without notice to:
- remove, disable or refuse to post any of Your Content for any or no reason in our sole discretion.
- at all times, take such actions with respect to any of Your Content MetaVRse deems necessary or appropriate in our sole discretion.
- take appropriate legal action, including, without limitation, referral to law enforcement or any other governmental authority with respect to Your Content or your use of any of the Services. Without limiting the foregoing, we will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the MetaVRse Platform or other Services.
8. Unacceptable Use. You will not (a) make the MetaVRse Platform, Platform Apps, Platform Web Portal, or other Services or the Content available to, or use the MetaVRse Platform, Platform Apps, Platform Web Portal, or other Services or the Content for the benefit of, anyone other than yourself, (b) sell, resell, license, sublicense, distribute, make available, rent or lease the MetaVRse Platform, Platform Apps, Platform Web Portal, or other Services or the Content, or include the MetaVRse Platform, Platform Apps, Platform Web Portal, or other Services or the Content in a service bureau or outsourcing offering, (c) use the MetaVRse Platform, Platform Apps, Platform Web Portal, or other Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights, including intellectual property rights and privacy rights, (d) use the MetaVRse Platform, Platform Apps, Platform Web Portal, your Virtual Property or other Services to send spam, or to store or transmit any virus, Trojan horse, worm, or other software, script or code, the effect of which is to permit unauthorized access to, or to alter, disable, encrypt, erase, or otherwise harm, any computer, systems, software or data (“Malicious Code”), (e) interfere with or disrupt the integrity or performance of the MetaVRse Platform, Platform Apps, Platform Web Portal, or other Service, (f) attempt to gain unauthorized access to the MetaVRse Platform, other Services or Content or their related systems or networks, (g) access or use any MetaVRse intellectual property except as permitted under these Terms, (h) copy or make derivative works from all or any part of the MetaVRse Platform, Platform Apps, Platform Web Portal, or other Services or the Content or any part, feature, function or user interface of the MetaVRse Platform, Platform Apps or Platform Web Portal, (i) frame or mirror any part of the MetaVRse Platform, Platform Apps, Platform Web Portal, or other Services or the Content, or otherwise incorporate any portion of the MetaVRse Platform, Platform Apps, Platform Web Portal, or other Services or the Content into any product or service, (j) access or use the MetaVRse Platform, Platform Apps, Platform Web Portal, or other Services in order to build a competitive product or service or to benchmark with a non-MetaVRse product or service, (k) reverse engineer the MetaVRse Platform, Platform Apps, Platform Web Portal, or other Services, or any software used to provide them (to the extent such restriction is permitted by applicable laws), (l) access or use any part of the MetaVRse Platform, other Services or Content that is (expressly or implicitly) not intended for use by you, (m) use any non-MetaVRse automation code in relation to the MetaVRse Platform, Services or Content (including any “bot” or “spider”), (n) collect or harvest any information from the MetaVRse Platform, other Services or Content in a bulk or systematic way, (o) remove, alter, or obscure any proprietary notices on the MetaVRse Platform, Platform Apps, Platform Web Portal, or other Services or the Content, (p) probe, scan, or test the vulnerability of the MetaVRse Platform, Platform Apps, Platform Web Portal, or other Services or any network connected to them, or breach the security or authentication measures on them or on any network connected to them, (q) collect, harvest, reverse look-up, trace, or otherwise seek to obtain any information on any other user of or visitor to the MetaVRse Platform or other Services, (r) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the MetaVRse Platform or other Services or any systems or networks connected to them, (s) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message you send to MetaVRse or any other person on or through the MetaVRse Platform, Platform Apps, Platform Web Portal, or other Services; (t) create user accounts by automated means or under false or fraudulent pretenses; (u) use, employ, operate, or create a computer program to simulate the human behaviour of a user (“Bots”); (v) use, employ or operate Bots or other similar forms of automation to engage in any activity or transaction through the use of the Services; (w) acquire Virtual Property or any other digital assets through inappropriate or illegal means, including among other things, a payment mechanism you do not have a right to use; (x) purchase, sell or facilitate the purchase or sale of any user’s accounts to other users or third parties for cash or cryptocurrency consideration outside of the Services; or (y) otherwise wrongfully seize or receive any Virtual Property or other digital asset made available through the Services.
9. Mobile Device Data Charges. You are solely responsible for any data charges and similar fees associated with your use of the MetaVRse Platform or the other Services through a mobile device.
10. Reservation of MetaVRse Rights. MetaVRse and its licensors have and will retain all right, title and interest in and to the MetaVRse Platform, Platform Apps, Platform Web Portal, and other Services and Content and the software and systems used to provide them (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights), and all copies, modifications and derivative works of any of them. You acknowledge that you are obtaining only a limited right to access and use the MetaVRse Platform, Platform Apps, Platform Web Portal, and other Services. No rights are granted to you under these Terms other than as expressly set forth in these Terms. Without limitation, you have no right to use any trademarks owned or used by MetaVRse.
11. Open Source. The Platform Apps may contain or be provided together with free or open-source software. Notwithstanding the sections titled “License” and “Reservation of MetaVRse Rights”, each item of free or open-source software is subject to its own applicable license terms, which can be found at https://metavrse.com/osslicenses/ or in the applicable documentation or the applicable help, notices, about or source files as required by the terms of the applicable open-source license. Copyrights to the free and open-source software are held by the respective copyright holders indicated therein.
12. License to Use Your Feedback. You grant to MetaVRse and its affiliates a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by you.
13. Third Party Services. The MetaVRse Platform and other Services may allow you to access and use services provided by third parties (“Third Party Services”). You are responsible for all fees and taxes that may be charged for the use of Third Party Services. You use any Third Party Services at your own risk. MetaVRse makes no representations or warranties with respect to, nor does it guarantee or endorse, any Third Party Services. MetaVRse does not guarantee the continued availability of Third Party Services, and MetaVRse may disable a Third Party Service in MetaVRse’s sole discretion. Your dealings with the provider of any Third Party Services are solely between you and the provider. Accordingly, MetaVRse expressly disclaims responsibility and liability for all Third Party Services, and you agree that MetaVRse shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as a result of your use of Third Party Services. If you have any issues with a Third Party Service, you must contact the provider of the Third Party Service directly.
14. Links to Other Sites. The MetaVRse Platform, Services or Content may provide links to other sites on the Internet for your convenience in locating or accessing related information, products, and services. These sites have not necessarily been reviewed by MetaVRse and are maintained by third parties over which MetaVRse exercises no control. Accordingly, MetaVRse expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites. Moreover, these links do not imply an endorsement with respect to any third party or any website or the products or services provided by any third party.
15. Content, Functionality and Access. MetaVRse may at any time, with or without notice, without liability, and for any reason (a) remove any Content from the MetaVRse Platform or other Services, (b) remove any functionality from the MetaVRse Platform or other Services, (c) change any functionality on the MetaVRse Platform or other Services, (d) modify any Platform App or Platform Web Portal, and (e) deny any person access to the MetaVRse Platform or other Services. MetaVRse furthermore reserves the right to take any action related to the MetaVRse Platform, Platform Apps, Platform Web Portal, other Services or to Content that is required to comply with applicable law.
16. Disclaimer of Warranties.
16.1. THE METAVRSE PLATFORM, PLATFORM APPS, PLATFORM WEB PORTAL, AND OTHER SERVICES, ANY VIRTUAL PROPERTY OR OTHER DIGITAL ASSETS AVAILABLE BY WAY OF THE SERVICES, ANY SMART CONTRACT OR BLOCKCHAIN APPLICATION AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOUR USE OF THE METAVRSE PLATFORM, PLATFORM APPS, PLATFORM WEB PORTAL, AND OTHER SERVICES AND THE CONTENT IS AT YOUR OWN RISK.
16.2. METAVRSE DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, COVENANTS AND CONDITIONS (EXPRESS, IMPLIED OR STATUTORY) IN CONNECTION WITH THE METAVRSE PLATFORM, PLATFORM APPS, PLATFORM WEB PORTAL, AND OTHER SERVICES, ANY VIRTUAL PROPERTY OR OTHER CRYPTOCURRENCY ASSETS AVAILABLE BY WAY OF THE SERVICES, ANY SMART CONTRACT OR BLOCKCHAIN APPLICATION, AND THE CONTENT, INCLUDING ANY WARRANTIES, REPRESENTATIONS, COVENANTS, CONDITIONS, OR OTHER TERMS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, AND NON-INFRINGEMENT. METAVRSE MAKES NO REPRESENTATION OR WARRANTY OR ANY OTHER TERM THAT METAVRSE PLATFORM, PLATFORM APPS, PLATFORM WEB PORTAL, AND OTHER SERVICES AND THE CONTENT WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION, OR THAT THE METAVRSE PLATFORM, PLATFORM APPS, PLATFORM WEB PORTAL, AND OTHER SERVICES AND THE CONTENT WILL BE SECURE, OR THAT THE PLATFORM APPS OR ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE METAVRSE PLATFORM OR OTHER SERVICES, OR THAT THE CONTENT, WILL BE FREE OF MALICIOUS CODE. METAVRSE IS NOT RESPONSIBLE FOR THE SECURITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE METAVRSE PLATFORM OR THE OTHER SERVICES.
16.3. METAVRSE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT ANY THIRD PARTY WEBSITES OR RELATED CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THE METAVRSE PLATFORM, OTHER SERVICES OR CONTENT.
16.4. METAVRSE MAKES NO REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, MADE BY OR ON BEHALF OF METAVRSE, IN CONNECTION WITH THE PRICE OR VALUE OF ANY VIRTUAL PROPERTY OR OTHER DIGITAL ASSET SOLD OR PURCHASED BY WAY OF THE SERVICES, INCLUDING THAT THE PRICE OR VALUE IS FAIR OR ACCURATE.
16.5. VIRTUAL PROPERTY ARE DIGITAL ASSETS EXISTING ONLY BY VIRTUE OF OWNERSHIP RECORD MAINTAINED ON THE ASSOCIATED BLOCKCHAIN NETWORK, AND METAVRSE MAKES NO REPRESENTATION,WARRANTY OR GUARANTEE THAT METAVRSE CAN EFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHTS IN ANY VIRTUAL PROPERTY OR ASSOCIATED CONTENT OR ITEMS.
16.6. METAVRSE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE BLOCKCHAIN NETWORK, OR YOUR ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; OR (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE APP, THE BLOCKCHAIN NETWORK, OR ANY ELECTRONIC WALLET. METAVRSE IS NOT RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE VIRTUAL PROPERTY. METAVRSE IS NOT RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE VIRTUAL PROPERTY, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.
16.7. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE METAVRSE PLATFORM, PLATFORM APPS, PLATFORM WEB PORTAL, AND OTHER SERVICES AND THE CONTENT IS TO STOP USING THEM.
17. Limitation of Liability. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF METAVRSE (AND METAVRSE’S DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, SUPPLIERS AND AGENTS, AND THE PROVIDERS OF CHANNELS, THIRD PARTY SERVICES AND THIRD PARTY CONTENT, AND THE SUPPLIERS OF PRODUCTS) FOR ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING LEGAL FEES AND EXPENSES) (COLLECTIVELY “LOSSES”) TO YOU RELATED TO THE METAVRSE PLATFORM, PLATFORM APPS, PLATFORM WEB PORTAL, AND OTHER SERVICES, THE VIRTUAL PROPERTY, BLOCKCHAIN NETWORKS OR SMART CONTRACTS, OR THE CONTENT, OR THESE TERMS, EXCEED THE LESSER OF THE DIRECT DAMAGES SUFFERED BY YOU THROUGH USE OF THE SERVICES IN THE SIX (6) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE OR FIVE HUNDRED CANADIAN DOLLARS (CAD500.00).
18. No Claim for Certain Damages. IN NO EVENT WILL METAVRSE (OR METAVRSE’S DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, SUPPLIERS OR AGENTS, OR THE PROVIDERS OF CHANNELS, THIRD PARTY SERVICES AND THIRD PARTY CONTENT, AND THE SUPPLIERS OF PRODUCTS) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR AGGRAVATED DAMAGES, OR FOR ANY LOSS OF REVENUE, SAVINGS, INCOME, BUSINESS, PROFIT, GOODWILL OR REPUTATION WHATSOEVER BASED ON ANY LEGAL THEORY (INCLUDING TORT OR NEGLIGENCE), AND EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
19. Some Disclaimers, Exclusions or Limitations May Not Apply. In some circumstances, applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages. Solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you.
20. Indemnity. You will indemnify and hold MetaVRse (and MetaVRse’s directors, officers, employees, partners, suppliers and agents) harmless from all Losses arising from your use of the MetaVRse Platform, Platform Apps, Platform Web Portal, or other Services, the Virtual Property or any blockchain network or smart contract, or the Content, or your breach of any of these Terms, and from all Losses resulting from any of Your Content that is untrue, inaccurate or incomplete.
21. Failure to Comply. If you fail to comply with these Terms, then, without limiting any other right or remedy available to MetaVRse, MetaVRse may suspend or terminate your license to use all or any part of the MetaVRse Platform, Platform Apps, Platform Web Portal, or other Services or the Content.
22. Export Controls. These Terms are expressly made subject to any laws, regulations, orders or other restrictions on export from the United States of America (U.S.) or Canada of the MetaVRse Platform, Platform Apps, Platform Web Portal, or other Services or the Content, or any information about any of them, which may be imposed from time to time by the governments of the U.S. or Canada. You shall not export MetaVRse Platform, Platform Apps, Platform Web Portal, or other Services or the Content, or any information about any of them without the prior written consent of MetaVRse and compliance with such laws, regulations, orders and other restrictions. You represent and warrant that (a) you are not located in a country that is subject to a U.S. or Canadian government embargo, or that has been designated by the U.S. or Canadian government as a “terrorist supporting” country, and (b) you are not listed on any U.S. or Canadian government list of prohibited or restricted parties.
23. Amendments. The “last updated” legend above indicates when these Terms were last amended. MetaVRse may unilaterally amend all or any part of these Terms at any time by updating these Terms on the MetaVRse Platform. We will provide you with notice of the proposed amendments by posting an amended version of these Terms with a new version date. We will include a link to the previous version of the Terms beneath the new version date. The amendments will take effect 30 days after the date on which the amended version is posted. Prior to that date, the previous version of the Terms will continue to apply. If you disagree with any amendments, you may refuse the amendments and cease using the MetaVRse Platform, Platform Apps, Platform Web Portal, and other Services and the Content within the 30-day notice period. There will be no cost or penalty for doing so. If you continue to access or use the MetaVRse Platform, Platform Apps, Platform Web Portal, or other Services or the Content after the 30-day period, you thereby agree to the amended Terms. You agree to review these Terms regularly to determine your rights and responsibilities.
24. Governing Law & Jurisdiction. These Terms, and any dispute, controversy or claim arising under, out of, in connection with, or related to (a) the MetaVRse Platform, Platform Apps, Platform Web Portal, or other Services or the Content, or (b) these Terms, or their subject matter, negotiation, performance, renewal, termination, interpretation, or formation, shall be governed by and interpreted according to the arbitration laws of the the Province of Ontario, as applicable and the laws of Ontario, without regard to any conflicts of law rules that might apply the laws of any other jurisdiction. Except as otherwise expressly set forth in Section 26 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that You and MetaVRse are not required to arbitrate will be the provincial and federal courts located in the Province of Ontario, and you and MetaVRse each waive any objection to jurisdiction and venue in such courts., notwithstanding the foregoing, (a) you agree that MetaVRse shall be entitled to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction anywhere in the world restraining any breach, threatened or actual, of your obligations under any provision of these Terms, and (b) you agree that MetaVRse shall be entitled to seek and be awarded an order from a court of competent jurisdiction anywhere in the world for the purpose of recognizing and enforcing any interim or final judgement, order, injunction, award or other relief granted or provided by the courts of Ontario, and you hereby waive any defence you might then have to the granting of such an order.
25. Dispute Resolution.
25.1. Mandatory Arbitration of Disputes. MetaVRse and You each agree that any dispute, claim or controversy arising out of or relating to (a) the MetaVRse Platform, Platform Apps, Platform Web Portal, or other Services or the Content, or (b) these Terms or the breach, termination, enforcement, interpretation or validity thereof (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. MetaVRse and You agree that the Canadian Arbitration Act governs the interpretation and enforcement of these Terms, and that MetaVRse and You are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
25.2. Exceptions. As limited exceptions to Section 26.1 above: (i) both parties may seek to resolve a Dispute in small claims court if it qualifies; and (ii) MetaVRse retains the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of MetaVRse’s intellectual property rights in the Services.
25.3. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the Canadian Arbitration Association (“CAA”) under its Arbitration Rules (the “CAA Rules”) then in effect, except as modified by these Terms. The CAA Rules are available at www.canadianarbitrationassociation.ca. A party who wishes to start arbitration must submit a written Notice for Arbitration to CAA and give notice to the other party as specified in the CAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The Parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
25.4. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the CAA Rules, and MetaVRse won’t seek to recover the administration and arbitrator fees MetaVRse is responsible for paying, unless the arbitrator finds your Dispute frivolous. If MetaVRse prevails in arbitration MetaVRse will pay for all of its attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
25.5. Injunctive and Declaratory Relief. Except as provided in Section 26.2 above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or MetaVRse prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
26. Injunction. You acknowledge that any breach, threatened or actual, of these Terms will cause irreparable harm to MetaVRse, such harm would not be quantifiable in monetary damages, and MetaVRse would not have an adequate remedy at law. You agree that MetaVRse shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction anywhere in the world restraining any breach, threatened or actual, of your obligations under any provision of these Terms, and without the necessity of showing or proving any actual or threatened damage or harm, notwithstanding any rule of law or equity to the contrary. You hereby waive any requirement that MetaVRse post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to MetaVRse to enforce any provision of these Terms.
27. Class Action Waiver. Any proceedings to resolve or litigate any dispute, controversy or claim arising under, out of, in connection with, or related to (a) the MetaVRse Platform, Platform Apps, Platform Web Portal, or other Services or the Content, or (b) these Terms, or their subject matter, negotiation, performance, renewal, termination, interpretation, or formation, will be conducted solely on an individual basis. Neither you nor MetaVRse will seek to have any such dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. If this class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then this section will not apply to those parts.
28. General. If any provision of these Terms is unlawful, void, or unenforceable, then that provision shall be deemed severed from the remaining provisions and shall not affect the validity and enforceability of the remaining provisions. All rights and remedies of MetaVRse granted or recognized in these Terms are cumulative, are in addition to and not in substitution for any rights or remedies at law, and may be exercised at any time and from time to time independently or in any combination. In these Terms (a) references to currency are to the lawful money of Canada, (b) “person” includes individuals, corporations, partnerships, joint ventures, associations, trusts, unincorporated organizations, societies and all other organizations and entities recognized by law, and (c) “including” (and similar variations) means including without limitation. These Terms, together with any additional service terms presented on the MetaVRse Platform, Platforms Apps, or the Platform Web Portal (“Additional Service Terms”) represent the entire agreement between you and MetaVRse with respect to use of the MetaVRse Platform, Platform Apps, Platform Web Portal, and other Services and Content, and they supersede all prior or contemporaneous terms, agreements, communications and proposals, whether electronic, oral, or written between you and MetaVRse with respect to any of the foregoing. Failure by MetaVRse to insist on strict performance of any of the terms or conditions of these Terms or any Additional Service Terms will not operate as a waiver by MetaVRse of that or any subsequent default or failure of performance. MetaVRse’s affiliates, MetaVRse’s directors, officers, employees, partners, suppliers, and agents are third party beneficiaries of the sections titled “Disclaimer of Warranties”, “Limitation of Liability”, “No Claim for Certain Damages” and “Indemnity”. Apple, Google, and their subsidiaries are third party beneficiaries of these Terms. There are no other third-party beneficiaries of these Terms. You may not assign these Terms without the prior written consent of MetaVRse. MetaVRse may assign these Terms without restriction. These Terms will enure to the benefit of and will be binding on you and MetaVRse and your and its respective successors and permitted assigns.