These MetaVerseBooks and/or MVB Worlds Metaverse platform Terms of Use (the “Terms”) set forth the terms and conditions under which VerseBooks, Inc., a company incorporated in the State of Nevada, and its subsidiaries and affiliates (collectively, “MetaVerseBooks”, “VerseBooks”, “MVB Worlds”, “us”, “our”, or “we”), and you (“you” or “your”) agree to be governed as it relates to any of your activity in MVB Worlds, a decentralized, community-driven platform created and owned by VerseBooks, Inc. dba MetaVerseBooks (“MetaVerseBooks”). These Terms govern your access to, use of, and interaction with MetaVerseBooks, including any content, functionality, and services offered on or through MetaVerseBooks and your creation of any Assets and/or Games (defined below) (collectively, the “Services”).
Please read these Terms carefully before you start to use MVB Worlds. By using MVB Worlds, you accept and agree to be bound and abide by these Terms, the extra Terms of Use which can be found at URL: https://metaversebooks.com/terms and our Privacy Policy, which can be found at the following URL: Privacy Policy , you must not access or use MetaVerseBooks.
MVB Worlds is offered and available to users who are 14 years of age or older. By accessing or using MVB Worlds, you represent and warrant that you are of legal age to form a binding contract with MVB Worlds and meet the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use MVB Worlds.
METAVERSEBOOKS
MVB Worlds enables users such as you to participate in various interactive gaming experience and create, buy, transfer, and trade unique digital game assets in various formats (each, an “Asset” and together, the “Assets”), which can then be used in MVB Worlds for game-making purposes. MVB Worlds further enables users such as you to purchase and publish onto parcels in MVB Worlds within which you can create Assets and visual scripting using various software as Unreal Engine, which creates an interactive experience built for, and published on MVB Worlds deployed on independent servers provisioned by users via third party providers such as make.live (each, a “Game”). A Game may be made available to users of MVB Worlds and you will control the pricing and business model (free, free-2-play or premium) of the Game.
By utilizing our Services, you affirm that you are aware and acknowledge that MVB Worlds is a non-custodial provider of software services that has developed and distributed MVB Worlds where various aspects of the Services occur without any involvement or actions taken by MVB Worlds or any third-party.
ASSET & GAME CREATION
You may create, upload, and exchange Assets and create Games that comply with these Terms, including the following requirements:
PARCELS
You may purchase Parcels within MVB WORLDS. Within your parcels, you may edit your Metadata to adjust title, description, URL link, preview image, and logo. All Metadata (and any URL, images, or logos to which it links or that are uploaded) must comply with these Terms and specifically cannot link to or contain any material or content that is pornographic, threatening, harassing, libelous, hate-oriented, harmful, defamatory, racist, xenophobic, or illegal. We reserve the right to moderate and/or delete any Metadata that does not comply with these Terms.
SALE OF ASSETS AND GAMES; PAYMENT
You may make your Asset eligible to be sold in MVB Worlds marketplace. You and MVB Worlds shall mutually agree on the price for the Asset in MVB Worlds marketplace. You will control the scarcity of the Asset in MVB Worlds marketplace. Any revenue earned in MVB Worlds marketplace for sales of the Asset, minus any transaction fees, shall be paid to you immediately on the blockchain by the purchaser of your Asset. A Game may be made available for sale to users of MVB Worlds and you will control the pricing and business model (free, free-2-play or premium) of the Game. Any revenue earned in MVB Worlds marketplace for sales of a Game, minus any transaction fees, shall be paid to you immediately on the blockchain by the purchaser of your Game.
If you elect to purchase and/or sell Assets and/or Games in MVB Worlds, any financial transactions that you engage in will be conducted solely through the Polygon network via MetaMask (or other Polygon-compatible wallets and browsers). MVB Worlds has no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, MVB Worlds will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in on MVB Worlds.
Each sales transaction that occurs in MVB Worlds will be subject to a fee payable by the purchaser to MVB Worlds. Such fee will be automatically applied as part of the sales transaction.
As between you and MVB Worlds, you will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on MVB Worlds’ net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of MVB Worlds (including, without limitation, any Taxes that may become payable as a result of your ownership, transfer, or creation of any Assets and/or Games).
OWNERSHIP OF MVB WORLDS CONTENT
By using the Services, you will encounter “MVB Worlds Content”, which includes all of the images, text, information, data, audio, video, graphics and other material included on, or otherwise made available through the Services, excluding your Assets and/or Games. Except as otherwise set forth in these Terms, we do not claim ownership over your Assets and/or Games.
All MVB Worlds Content is owned by MVB Worlds or its licensors, and is protected by U.S. and international copyright laws, trademark laws and/or other proprietary rights and laws. As between you and MVB Worlds and its licensors, MVB Worlds or its licensors own and retain, solely and exclusively, all rights, title and interest in and to the Services, and all MVB Worlds Content that we or our licensors create and that we make available to you through the Services, including but not limited to any and all copyrights, trademark rights, trade secret rights, patent rights, database rights and other intellectual property and proprietary rights therein. All logos and trademarks, service marks, logos and trade names displayed on or in connection with the Services are the registered and unregistered trademarks and service marks of MVB Worlds or third parties in the United States and/or other countries. Your use of the Services does not grant you any ownership over any MVB Worlds Content, and except for the limited license we grant you under these Terms, your use of the Services does not grant you any license or permission under any copyright, trademark or other intellectual property rights of MVB Worlds or any third party. We reserve all rights not expressly granted to you in these Terms.
We grant you a limited, non-exclusive, non-sublicensable and non-transferable license to use the Services as they are provided to you by us, only as set forth in these Terms. Except as expressly permitted in these Terms, you may not reproduce, distribute, adapt, modify, translate, create derivative works from, publish or otherwise use any portion of the Services or MVB Worlds Content for any purpose without express prior written permission from us or the applicable rights holder. Any commercial exploitation of the Services or MVB Worlds Content without express prior written permission from us or the applicable rights holder is strictly prohibited.
All software and software-as-a-service used in connection with the Services (“Software”) is proprietary to MVB Worlds or to third parties, and except as may be required to exercise the foregoing license grant, any use, redistribution, sale, decompilation, reverse engineering, disassembly, translation or reduction of such software to human-readable form is prohibited. You agree that MVB Worlds may update the Software without notice, at any time and in our sole discretion, and that these Terms will apply to any updated versions.
OWNERSHIP OF ASSETS AND GAMES
During the operation of the Services, you may upload certain Assets and Games that you have created to MVB Worlds in accordance with these Terms. Except as otherwise set forth in these Terms, you remain the owner of your Assets and Games at all times, and MVB Worlds does not claim any ownership rights in your Assets and Games. Assets and Games are otherwise subject to the following provisions. These Terms apply to all Assets and Games that you contribute to MVB Worlds or to any MVB Worlds website.
You are solely responsible for ensuring that any Assets and Games you submit to the Services comply with any applicable laws and third party rights, including but not limited to any intellectual property rights, privacy rights and publicity rights. You agree that any information included in your Assets and Games may be used in accordance with our Privacy Policy . MVB Worlds always has the right, in its sole discretion, to accept or reject any Assets and/or Games.
By using the Services, you grant MVB Worlds a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sub-licensable (through multiple tiers), transferable right and license to use, reproduce, publicly display, distribute and adapt the publicly shared Assets and Games for the purposes of developing, distributing, providing, improving, and promoting the Services, our activities, and your publicly shared Assets and Games. You further grant MVB Worlds the right to use your name and trademarks, if any, in connection with our use of your publicly shared Assets and Games.
You may make your Assets and Games available for purchase in MVB Worlds. Each Asset is a non-fungible token (a “NFT”) on the blockchain. When you upload an Asset and make it available for sale in MVB Worlds marketplace, you retain ownership of all intellectual property rights associated with such Asset but you agree to make a certain number of the Assets available for sale as NFTs. End users who purchase the Asset own that underlying, purchased NFT completely and have the right to sell, trade, donate, give away, transfer, or otherwise dispose of the NFT as they see fit; provided, however, that each Asset will be tokenized so that it will have provable scarcity and proof of ownership.
If you make your Assets and Games available to other users hereunder, you acknowledge and accept that such Assets and Games (i) may be made available for purchase in MVB Worlds; (ii) can be downloaded from a third party application or website operated by MVB Worlds; and (iii) that the purchase of such Assets and Games is governed by these Terms.
MVB Worlds attempts to make sure that all Assets and Games uploaded to MVB Worlds are uploaded and made available for sale by their original creator, but MVB Worlds is not liable if another user breaches any of our terms and conditions (including these Terms) and/or creates Assets or Games of which they are not the original creator.
If you purchase an Asset in MVB WorldsV, please be aware that the creator of the Asset retains copyright to the Asset, which means you cannot use the Asset for commercial purposes of any kind; provided, however, that you do acquire the right to display and resell the Asset.
USER CONTENT
1.1 User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Site (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 1.3). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Company. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Company is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
1.2 License. You hereby grant (and you represent and warrant that you have the right to grant) to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
1.3 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:
1.4 Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section Error! Reference source not found., and/or reporting you to law enforcement authorities.
1.5 Feedback. If you provide Company with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.
REPRESENTATIONS AND WARRANTIES
You warrant and represent that: (a) you own or otherwise control all of the rights to your Assets and Games; (b) the Assets and/or Games are your original creations and are solely the result of your artistic effort; (c) the Assets and/or Games are free and clear of liens or encumbrances from any source whatsoever; (d) you know of no adverse claims to the Assets and/or Games; (e) you have secured or will have secured prior to submitting the Assets and/or Games to MVB Worlds, any and all necessary rights, clearances and/or licenses with respect to the Assets and/or Games, and any other materials and elements embodied in or used in connection with the Services; (f) none of the Services and/or other materials provided, created, produced, compiled, developed or otherwise supplied hereunder, shall violate or infringe upon the copyright, trademark, privacy, creative or other rights of any person, firm, corporation or other third party by reason of distribution, exhibition or other use; (g) any Asset and/or Game you upload to MVB Worlds or any information incorporated into your Land profile is not libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, or offensive; and (h) you have not entered into and will not enter into any agreement adverse to or inconsistent with these Terms.
FEEDBACK
We appreciate your feedback and suggestions about our Services and you agree that any feedback or suggestions submitted to us about the Services are entirely voluntary and that we will be free to use any such feedback or suggestions as we see fit and without any obligation to you.
RIGHT TO MONITOR, MODERATE, OR REMOVE
You agree that you bear all risks associated with your Assets and Games. You are solely responsible for safeguarding your Assets and Games, and MVB Worlds has no duty to store copies of Assets and Games for future availability to you or any user except as otherwise provided under these Terms.
MVB Worlds does not permit the infringement of intellectual property rights on the Services, and will remove Assets and/or Games from the Services if properly notified that such Assets and/or Games infringe on another’s intellectual property rights. We reserve the right to remove Assets and Games from the Services, in whole or in part, without prior notice, for any reason or for no reason at all. Without limiting our right to terminate a user pursuant to these Terms, we reserve the right to terminate the account of any user of the Services who has been notified of infringing activity and/or has had Assets and/or Games removed from the Service. We also reserve the right to decide whether Assets and/or Games are appropriate and comply with these Terms for violations other than violations of intellectual property law. This shall extend to the right of MVB Worlds to edit, modify, moderate, re-format, change or otherwise remove all or part of the descriptions, comments and/or annotations that you and/or third parties add and/or make in relation to your Assets and/or Games in any manner that we may determine, whenever we deem it appropriate.
INDEMNIFICATION
RESTRICTIONS AND OBLIGATIONS
It is important to MVB Worlds that the Services be used safely, and in accordance with the law, for the enjoyment of all users. You agree that you will not use the Services to:
DISCLAIMERS; LIMITATION OF LIABILITY
NOTHING IN THESE TERMS WILL PREJUDICE THE STATUTORY RIGHTS THAT YOU MAY HAVE AS A CONSUMER OF THE SERVICES. SOME COUNTRIES, STATES, PROVINCES, AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY AS STATED IN THIS SECTION, SO THE BELOW TERMS MAY NOT FULLY APPLY TO YOU. INSTEAD, IN SUCH JURISDICTIONS, THE EXCLUSIONS AND LIMITATIONS BELOW SHALL APPLY ONLY TO THE EXTENT PERMITTED BY THE LAWS OF SUCH JURISDICTION. THE SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES ARE PROVIDED BY MVB WORLDS ON AN “AS IS” AND “AS AVAILABLE” BASIS. MVB WORLDS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY LAW, MVB WORLDS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MVB WORLDS DOES NOT WARRANT THAT THE SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
TO THE FULL EXTENT PERMISSIBLE BY LAW, MVB WORLDS WILL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS THESE TERMS. FURTHER, TO THE FULL EXTENT PERMISSIBLE BY LAW, MVB WORLDS’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED US $100.00. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION.
MODIFYING AND TERMINATING THE SERVICE
At any time and without notice, MVB Worlds reserves the right to modify or stop offering all or part of the Services. MVB Worlds may, in its sole discretion and at any time, refuse anyone who requests access to MVB Worlds, terminate your rights to create and/or upload Assets and Games, and/or block or prevent your access to and use of any Services or features governed by these Terms; provided, however, that you will remain the owner of your Assets and Games in accordance with these Terms.
OTHER WEBSITES AND SERVICES
The Services may contain links and features that enable you to access other third-party websites or services (“Third-Party Services”) that are not owned or controlled by us. Such Third-Party Services are governed by their own terms of use. We do not control Third-Party Services, and we are not responsible for the contents of any linked site. A link does not imply endorsement of, sponsorship of, or affiliation with the Third-Party Services by MVB Worlds. Please exercise caution before proceeding to any Third-Party Services or entering into any transaction with third parties linked to from the Services. MVB Worlds may in no circumstances be held liable for the technical availability of Third-Party Services, the content, advertising, products and/or services available on Third-Party Services, or any transactions that take place between a user and Third-Party Services whom the user has been directed via the Services. MVB Worlds may in no circumstances be a party to any disputes whatsoever between you and third parties concerning Third-Party Services.
JAPAN RESIDENTS NOTIFICATION
If you are resident of Japan, you may participate in contests and different activities to obtain rewards; due to restrictions in Japan, these rewards will not include ANY restricted form of payments.
GOVERNING LAW; FORUM
The rights and obligations of the parties hereunder and the interpretation of these Terms will be governed by the laws of the State of Nevada (USA), without giving effect to its principles of conflicts of law. If either party brings against the other party any proceeding arising out of these Terms, that party may bring proceedings only in the courts of Nevada and no other courts, and each party hereby submits to the exclusive jurisdiction of those courts for purposes of any such proceeding.
AMENDMENT
MVB Worlds reserves the right to amend these Terms at any time by posting a notice on this page. Any user using the Services after an amendment has become effective accepts the Terms as amended. A user who does not accept the amended Terms shall cease use of the Services.
IN GAME ITEMS, VIRTUAL GOODS, IN GAME CURRENCY AND PURCHASES
What is Virtual Content? (Virtual content includes stuff like game currency and virtual goods, such as virtual event tickets, skins, avatar wearable items, accessories, etc.)
When using the MetaVerseBooks metaverse gaming platform “MVB Worlds”, we may provide you with opportunities to acquire a limited license to access virtual goods, such as virtual event tickets, skins, avatar wearable items, etc., (“Virtual Goods”) and in-game currency called VerseCoin (VSC) (“Game Currency”), associated with your account (collectively, “Virtual Content”). VerseCoin (VSC) (“Game Currency”) can be obtained solely through purchasing VerseCoin (VSC) (“Game Currency”) directly in the in game store or via puirchasing a bundled item containing VerseCoin (VSC) (“Game Currency”) using the in game store. VerseCoin (VSC) (“Game Currency”) can be used to purchase various (“Virtual Goods”) such as virtual event tickets, skins, avatar wearable items, accessories, and other in game items that we will make available in MVB Worlds from time to time at the sole discretion of MetaVerseBooks. VerseCoin (VSC) (“Game Currency”) cannot be exchanged for any monetary value. VerseCoin (VSC) (“Game Currency”) cannot be exchanged or used to access (“Virtual Events”) and (“Concerts”) You can’t transfer it or redeem VerseCoin (VSC) (“Game Currency”) for any type of “real world” money. You can’t obtain any refunds for purchasing a license to access Virtual Content when purchased using VerseCoin (VSC) (“Game Currency”), except as expressly permitted by us in writing. Game Currency may only be used for the specific game for which it was purchased, “MVB Worlds” unless we say otherwise at the time of purchase.
How do I get a “limited license” to access Virtual Content? (Buy it, earn it, or receive it.)
We may provide you with various opportunities to acquire a limited license to access Game Currency or Virtual Content, including:
Do I “own” the Virtual Content I unlock? (No. What you “unlock” is not the virtual good itself, but rather, a non-transferable limited license to access it.)
You have no ownership or other property interest in any of the Virtual Content you unlock, regardless of how you acquired access to it. Virtual Content has no monetary value. You can’t transfer it or redeem Virtual Content for any type of “real world” money. You can’t obtain any refunds for purchasing a license to access Virtual Content, except as expressly permitted by us. You can find our current content refund policy.
I don’t own my Virtual Content?
When you obtain Virtual Content from MVB Worlds, what we are actually giving you is a personal, non-exclusive, non-transferable, non-sublicenseable, revocable, limited right and license to use that Virtual Content only in connection with your use of the applicable MVB Worlds metaverse gaming platform.
Notwithstanding anything to the contrary in these Terms, you acknowledge and agree that you shall have no ownership or other property interest in your account, and that all rights in and to your account are and shall forever be owned by and inure to the benefit of MetaVerseBooks. You further acknowledge and agree that you have no title, ownership, or other proprietary interest in any Virtual Content, regardless of any consideration offered or paid in exchange. Furthermore, except in cases of willful misconduct or gross negligence, or to the extent these Terms say otherwise, MetaVerseBooks shall not be liable in any manner for the destruction, deletion, modification, impairment, hacking, or any other damage or loss of any kind caused to Virtual Content, including the deletion of Virtual Content upon the termination or expiration of your account or our reasonable changes to the MVB Worlds metaverse gaming platform.
Will my Virtual Content always be available? (Not necessarily, no.)
In an effort to constantly improve the MVB Worlds metaverse gaming platform, evolve our games and keep the MVB Worlds metaverse gaming platform., safe, fun, and secure, we have the right to delete, alter, move, remove, re-package, re-price, or transfer any and all Game Content, including Virtual Content, in whole or in part, at any time, with or without notice to you, and with no liability of any kind to you. For example, your Virtual Goods may (and likely will) evolve over time to improve the MVB Worlds metaverse gaming platform or for regulatory or legal reasons. If we decide to entirely retire certain Virtual Goods that you recently purchased, we will provide you with a replacement. We won’t delete your Game Currency without notice (such as through posts on our website, app or game), unless your account is terminated by us for a legitimate reason or by you under these terms and conditions. We may sometimes change the purchasing power of Game Currency (for example, we might increase the number of Game Currency needed to purchase Virtual Goods, such as skins). We normally only do this in incremental steps but we’ll give you notice (such as through posts on our website, app or game) if we plan to make changes that will significantly impact your Game Currency in a negative way. We don’t provide or guarantee, and expressly disclaim, any value, cash or otherwise, attributed to any data residing on servers we operate or control, including any Game Content or Virtual Content attributed to your account. If we allow the sale or transfer of your right to access certain Game Content or Virtual Content, it may only be conducted via services approved or provided by us, if any.
Xsolla Technology
MVB Worlds metaverse gaming platform uses Xsolla as a global distributor of in-game items/keys/inconvertible but not ANY NFTs. For clarity of any doubt, ANY NFTs distributed, sold, minted, or traded in MVB Worlds metaverse are not distributed, sold, traded, minted, marketed or otherwise using ANY Xsolla technology.
Refund Policy
MVB Worlds metaverse gaming platform does not enable users to request a refund in partial or full amount after purchasing and activating in-game items, keys, virtual currency, bundles, event tickets, virtual content and/or getting NFTs.
What Are My Tax Responsibilities and Liabilities?
Your responsibilities relating to Game Currency are to (Pay applicable taxes; verify that all transactions with us are correct, etc.)
You’re solely responsible for paying any applicable taxes related to acquiring, using, or accessing Game Currency. Game Currency may be sold or issued by us in bundles and the price may vary depending on the amount you purchase and where you’re purchasing. As we feel it necessary, in our reasonable discretion (or as prescribed by law), we may limit the total amount of Game Currency that may be purchased for any one game or that may be held in your account in the aggregate.
Additionally, price and availability of Game Currency and Virtual Goods are subject to change. We may restrict how much Game Currency you can purchase and/or use based on your location as we have different approaches in different locations.
You should verify that the proper amount of Game Currency has been added to or deducted from your account during any given transaction. Please notify us immediately if you believe that a mistake has been made with respect to your Game Currency balance. We’ll investigate your claim, and in doing so, may request some additional info to verify it.
Virtual Events and Concerts
MVB Worlds metaverse gaming platform may host (“Virtual Events”) and (“Concerts”) from time to time at our sole discretion. In order to gain access to these (“Virtual Events”) and (“Concerts”) you must purchase the required Virtual Goods to access the (“Virtual Events”) and (“Concerts”). (“Virtual Events”) and (“Concerts”) may not be purchased or accessed using in Game Currency. VerseCoin (VSC) (“Game Currency”) cannot be exchanged or used to access (“Virtual Events”) and (“Concerts”). There are no additional licenses required by law for MVB Worlds metaverse gaming platform to host (“Virtual Events”) and (“Concerts”).
NFT Terms and Conditions
TERMS OF NON-FUNGIBLE TOKEN ISSUANCE AND GAME USE
Effective Date: October 20, 2022
These Terms of Non-Fungible Token Issuance and Game Use (“Terms”) form a contract between the owner (“us” or “we”) of the video game application MVB Worlds metaverse gaming platform (“MetaVerseBooks”, “MVB Worlds” or “Game”), and you (“user” or “you”), which you must accept to use any part of MVB Worlds.
The non-fungible tokens (“NFTs”) issued under these Terms utilize the Polygon blockchain network (the “Network”) identified at the official MetaVerseBooks website at www.MetaVerseBooks.com (the “Website”), using smart contracts (“Smart Contracts”) to enable users to hold and transfer the NFTs, and subject to further conditions described below, to utilize the NFTs in the Game (“Services”).
PLEASE READ THESE TERMS CAREFULLY BEFORE USING NFTS, MVB WORLDS, THE SMART CONTRACTS, THE SERVICES, OR WEBSITE. THESE TERMS GOVERN YOUR USE OF THE NFTS, MVB WORLDS, THE SMART CONTRACTS, THE SERVICES AND THE WEBSITE, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. WE ARE ONLY WILLING TO MAKE NFTS, MVB WORLDS, THE SMART CONTRACTS, THE SERVICES AND THE WEBSITE AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING MVB WORLDS, THE SMART CONTRACTS, THE SERVICES, THE WEBSITE, OR ANY PART OF THEM, OR BY ACQUIRING NFTS, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS, INCLUDING ANY AMENDED TERMS. IF YOU DO NOT HAVE AUTHORITY TO AGREE, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN WE ARE UNWILLING TO MAKE AN NFT, MVB WORLDS, THE SMART CONTRACTS OR THE WEBSITE AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACQUIRE AN NFT OR ACCESS OR USE MVB WORLDS, THE SMART CONTRACTS, THE WEBSITE OR THE SERVICES.
IF YOU DO NOT AGREE WITH THESE TERMS OR IF YOU ARE A PROHIBITED PERSON THEN YOU ARE NOT PERMITTED TO ACQUIRE THE NFTS FROM MVB WORLDS OR ANY OTHER PERSON. BY ACQUIRING NFTS FROM MVB WORLDS OR ANY OTHER PERSON YOU ACKNOWLEDGE THAT YOU HAVE FULLY READ, UNDERSTAND AND IRREVOCABLY ACCEPT AND AGREE TO BE BOUND BY THESE TERMS.
NFTS DO NOT REPRESENT OR CONFER ANY OWNERSHIP RIGHT OR STAKE, SHARE, OR EQUIVALENT RIGHTS, OR ANY RIGHT TO RECEIVE INTELLECTUAL PROPERTY RIGHTS IN OR RELATING TO MVB WORLDS, ANY COMPANY ASSOCIATED WITH MVB WORLDS OR ANY AFFILIATE OF MVB WORLDS. THE NFTS ARE NOT INTENDED TO BE OR TO REPRESENT A STOCK, A LOAN CONTRACT, A COMMODITY, A CURRENCY, A SHARE, AN INSTRUMENT CREATING OR ACKNOWLEDGING INDEBTEDNESS, AN INSTRUMENT GIVING ENTITLEMENTS TO SECURITIES, A CERTIFICATE REPRESENTING CERTAIN SECURITIES, AN OPTION, A FUTURE OR A CONTRACT FOR DIFFERENCE IN THE USA OR IN ANY PERMITTED JURISDICTIONS.
PLEASE REVIEW THE ARBITRATION PROVISION SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE ALL PERSONS TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION AND TO WAIVE ANY RIGHT TO PROCEED AS A REPRESENTATIVE OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING. BY ACQUIRING AN NFT OR USING OTHER SERVICES OR ACCESSING THE WEBSITE, THE GAME OR THE SMART CONTRACTS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
Each NFT incorporates Art and other distinctive elements intended to enhance play of the Game but may not be unique. We intend to make a certain number of NFTs available to the public via the Website. We expect to initially release a series of Genesis NFTs in the following classes: (1) Condos; (2) Land Parcels; (3) Vehicles; and (4) Specialty Items. However, we make no representation or warranty that we will release any additional NFTs or as to the number of NFTs released. The NFTs are for use in the Game and are not intended for investment or speculative purposes. We also intend that each Genesis NFT will constitute an invitation, revocable by us in our sole discretion, to play the Game once it is made available (such as in “alpha testing”).
NON-FUNGIBLE TOKENS
a. When you acquire or procure NFTs for use in MVB WORLDS you must agree to the following NFT-related terms and conditions. Any sale or transfer must provide for the transfer of all of your rights then outstanding with respect to such NFT. Anyone receiving such NFTs from you agrees to and is bound by these Terms. The NFT will remain subject to these Terms in perpetuity, and any purchase, acquisition, possession, or use of the NFTs by a subsequent holder of the NFT will be subject to these Terms.
Applicability
All NFTs acquired or procured by you are subject to these Terms, unless otherwise agreed in writing by us, and by acquiring any NFT you are agreeing to be bound by these Terms.
The use of any NFTs with MVB WORLDS is subject to these Terms together with any other terms and conditions which may apply to the use of MVB WORLDS including without limitation Website Terms, Game Terms, our Privacy Policy and any ancillary document relating to the License.
Acquiring NFTs
Acquisitions of NFTs.
We may issue NFTs from time to time, either as a stand-alone or with bundles, including for early access or for expansions of MVB WORLDS. Issuances may be at different prices, including discounted pre-sales, promotional giveaways or reserves for future issuance.
We reserve the right to issue NFTs to affiliates, subject to any restrictions we deem appropriate or to no restrictions.
We may require that you register an account with us to acquire an NFT, and to provide any additional information that we reasonably request.
We may require that you share your Digital Wallet at the time of the order, or nominate a Digital Wallet at a later time, for delivery of any NFTs.
We will undertake reasonable endeavors to deliver any acquired NFTs to your Digital Wallet by any date we provide for delivery. You acknowledge, however, that the delivery date may change for reasons (including for reasons outside or within our control) at our sole discretion.
Risk and title in any NFT transfers to you upon our transfer of the NFT and you are responsible for ensuring your Digital Wallet is accurately linked. If you lose your private key or login or seed phrase for your Digital Wallet you will lose access to your NFTs stored in your Digital Wallet. We encourage the use of secure, offline storage measures for NFTs.
Sales and Transfers By You of NFTs
Subject to applicable law, if you transfer your NFT to another, that transaction may involve third party platforms, Networks or Digital Wallets, none of which are associated with us, and may be subject to transaction fees charged by a platform with a portion of that transaction fee allocated to us. Should any transfer be conducted via a third party platform, then third party platform fees and charges may apply to those transactions at the time of the transaction, including fees and charges payable to us.
If at any time you sell or otherwise transfer the NFT for any reason, you acknowledge and agree that you (i) will have no further rights in or to the Art and (ii) shall communicate these limitations and restrictions to any party to whom you transfer the NFT, which limitations and restrictions will be included in the metadata of the NFT comprising the NFT. You shall not remove any limitations or restrictions from the metadata of the NFT.
In no event shall we be responsible for any resales, secondary market sales or other transfers of the NFT or Art or any iterations of the same. Transfer of ownership to an NFT will not guarantee continuing access to the Art to which it relates.
Gameplay
NFTs purchased or procured by you may be used in the Game, which may provide additional features and services when the Game is made available to you.
The Game may be subject to further instructions, restrictions, terms and conditions as detailed in these Terms, the Game Terms, or Website Terms.
We do not represent or guarantee that your access to the Game will be uninterrupted or will be maintained into the future. Use and play of NFTs is intimately tied to the operations of Game, and we cannot guarantee that Game or any of its promoted elements will ever be publicly launched or maintained in the future.
Intellectual Property License in NFTs
We grant to the party who Owns an NFT for the time that party Owns the NFT (the “Term”), a non-exclusive, revocable license in respect of the Art associated with the NFT subject always to these Terms.
The License is assignable, transferable and revocable on the terms of these Terms, and is for your personal, non-commercial use of the NFT (including to sell or transfer on a third-party marketplace) and to display and enjoy the Art associated with the NFT anywhere in the world (as set forth in (a)-(b), the “License”).
Upon your transfer of the NFT you Own, the License transfers to the recipient who then Owns the NFT and will be subject to the License and these Terms. For the avoidance of doubt, the transfer of the License does not constitute a commercial use restricted by the License.
With immediate effect upon your sale of the NFT you Own, your rights under the License shall cease to apply and will no longer be in force and effect. You will no longer be entitled to use the Art (or any reproductions of the Art) upon sale by you of the NFT.
Except as expressly stated in these Terms, nothing in these Terms is intended to, or shall operate to, give you ownership of any Intellectual Property Rights in, or other rights in respect of our Intellectual Property. You acknowledge our title to the Intellectual Property comprising the NFTs, and shall not at any time do or permit to be done any act of thing which you know or should know will in any way impair or otherwise encumber these rights.
There is no transfer of title or ownership of any Intellectual Property or any Intellectual Property rights upon the sale of the NFT under these Terms.
All goodwill that derives from the use of the Intellectual Property shall inure solely to our benefit, and you will not contest or aid in contesting the validity or ownership of any Intellectual Property Rights or take any action in derogation of our rights therein, including, without limitation, applying to register, alone or as part of another trademark, any trademark, trade name, internet domain name, or other designation that is confusingly similar to any Intellectual Property.
We will not be liable for any loss whatsoever related to damage or corruption to the Art, failure of the NFT to reference the Art, or loss of, or other security or persistence issues related to, the Art.
The NFT may not be used in any way which would:
Third-Party Intellectual Property Rights:
If an NFT contains the Intellectual Property Rights of any party other than the Issuer, you understand and agree as follows: (a) we may need to (and reserve every right to) pass through additional restrictions on your ability to use the third-party Intellectual Property Rights; and (b) to the extent that we inform you of such additional restrictions, you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of the license contained in these Terms.
For the avoidance of any doubt:
Termination
The License may be terminated with immediate effect by us if:
Acknowledgements and Assumption of Risk
You acknowledge and agree that:
USING MVB WORLDS
Restrictions
MVB WORLDS is only available to users over the age of 16. You must not create an account if you are under the age of 16 without parental consent. No one under the age of 13 is permitted to create an account nor use MVB WORLDS. By using the Website and/or Services, you represent and warrant that you meet the foregoing eligibility requirements.
You must not, under any circumstances:
MVB WORLDS will only recognize you as a user and you will only be able to interact with MVB WORLDS if your Digital Wallet is connected and unlocked and you have completed the account opening process.
Transactions that take place on MVB WORLDS are managed and confirmed via the Network. You understand that your Network public address will be made publicly visible whenever you engage in a transaction on MVB WORLDS.
You must provide accurate and complete registration information when you create an account on MVB WORLDS. By creating an account, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update as necessary your account information. You are solely responsible for the security of your account and your Digital Wallet.
You may not share or transfer any account. You may not disclose your password or other credentials to anyone. You agree to immediately notify us by sending an email to us at support@mvbmetaverse.com concerning any known or suspected unauthorized use(s) of your account or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your password. You understand and agree that you shall be liable for all activities that occur under any account created for your use, even if such activities were not committed by you. We are not responsible for any loss or damage arising from your failure to maintain the confidentiality of your password or of your account.
FEES AND OTHER EXPENSES
If you elect to acquire an NFT, or with or from other users in MVB WORLDS, any financial transactions that you engage in will be conducted solely through the Network via your Digital Wallet. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Website, or using the Smart Contracts, or any other transactions that you conduct via the Network or your Digital Wallet.
Networks require the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Network. The Gas Fee funds the network of computers that run the decentralized Network. This means that you will need to pay a Gas Fee for each transaction. We are not responsible for Gas Fees associated with any transactions and will not reimburse users for incurred Gas Fees, even if an NFT is issued “for free” or “without charge”.
You authorize us to collect a commission on your transfers or subsequent actions regarding NFTs without further disclosure to you (a “Commission”). These events include, without limitation, in-Game purchases and transactions on third party platforms. You acknowledge and agree that the Commission may be transferred directly to us through the Network or via a third party NFT trading platform as part of your payment. Part of all of a Commission may be paid to third parties to which we have an obligation, for example, artists or software licenses.
You are responsible for any Internet connection and telecommunication fees and charges that you incur when accessing your Digital Wallet, MVB WORLDS or the Smart Contracts.
Warranties
No warranties by us
YOU UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF ANY SERVICES, AN NFT, MVB WORLDS, THE WEBSITE AND/OR THE SMART CONTRACTS IS AT YOUR SOLE RISK, AND THAT THE SERVICES, NFTS, MVB WORLDS THE WEBSITE AND THE SMART CONTRACTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES, NFTS, THE WEBSITE, MVB WORLDS AND THE SMART CONTRACTS AND ANY PART OF THEM, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF ANY SERVICES, AN NFT, MVB WORLDS, THE WEBSITE OR ANY SMART CONTRACTS WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF ANY SERVICES AN NFT, MVB WORLDS, THE WEBSITE AND/OR THE SMART CONTRACTS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH MVB WORLDS, THE WEBSITE AND/OR THE SMART CONTRACTS WILL BE ACCURATE, (III) NFTS, MVB WORLDS, THE WEBSITE AND THE SMART CONTRACTS OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH ANY NFT, MVB WORLDS, THE WEBSITE AND/OR THE SMART CONTRACTS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE AN NFT, MVB WORLDS, THE WEBSITE AND/OR SMART CONTRACT WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Your warranties
You warrant and assure us that in acquiring an NFT (from us or from a third party or existing NFT holder):
if you are an entity, you are duly formed and validly exist under the laws of your place of formation;
these terms constitute your legal, valid and binding agreement enforceable against you in accordance with the terms set forth herein;
As far as you are aware, there are no facts, circumstances or other information which both:
Continuous warranties
You represent and warrant to us that each of the Acquiror Warranties is true and complete, and not misleading or deceptive as at the date of these Terms and, except as expressly stated, will be true, accurate and not misleading or deceptive each time an NFT or NFTs are purchased or held by you.
Notification
You must disclose to us anything that has or will constitute a material breach of any or your warranties or cause any of your warranties to be untrue or inaccurate, as soon as practicable after you become aware of it.
Consumer Guarantees
Certain legislation may provide you with rights, warranties, guarantees and remedies relating to your acquire of NFTs which cannot be excluded, restricted or modified in these Terms (“Statutory Rights”).
Nothing in these Terms does, or is intended to, exclude any Statutory Rights to which you are entitled.
Submissions
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding MVB WORLDS (“Submissions“) provided by you to us are non-confidential and should become our sole property. We own exclusive rights, including all Intellectual Property Rights, and should be entitled to the unrestricted use and dissemination of these Submissions to any lawful purpose, commercial, or otherwise, without acknowledgment or compensation for you. You hereby waive any moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there should be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
Indemnity
You hereby indemnify us and our third party contractors, employees, partners, agents, Directors, subsidiaries, associates, and any third-party employees and/or Directors (“Personnel”) and will keep us and our Personnel indemnified at all times to the fullest extent permitted by law in respect of any Loss or Claim which we or our Personnel may suffer, sustain or incur arising from, or connected with, a breach of an Acquiror Warranty or your violation of any applicable laws, rules, or regulations in connection with use of an NFT, MVB WORLDS or the Website, without limitation.
In addition, you must indemnify us and our Personnel and keep us and our Personnel indemnified at all times to the fullest extent permitted by law in respect of any Claim which we or our Personnel may suffer, sustain or incur arising from, or connected with, any breach of these Terms, other than a breach of an Acquiror Warranty, or any breach of all applicable laws, reduced to the extent of the Loss in respect of the Claim was caused by our or our Personnel’s gross negligence, willful misconduct or fraud.
Pursuant to the Contracts (Rights of Third Parties) Act (Revised), any Personnel who is not a party to these Terms may enforce any rights granted to it pursuant to these Terms in its own right as if it were a party to these Terms.
Limitation of liability
Limitation on Amount
YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE NFTS, MVB WORLDS, THE WEBSITE OR THE SMART CONTRACTS YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE SERVICES, THE NFTS, MVB WORLDS THE WEBSITE OR THE SMART CONTRACTS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US TO ACQUIRE THE NFT OR NFTS TO WHICH THE DISPUTE RELATES, OR (B) ONE HUNDRED (100) US DOLLARS.
YOU ACKNOWLEDGE AND AGREE THAT WE HAVE TAKEN THE ACTIONS CONTEMPLATED BY THESE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE SERVICES, THE NFTS, MVB WORLDS, THE WEBSITE OR THE SMART CONTRACTS TO YOU WITHOUT THESE LIMITATIONS.
Limitation of Scope
In the absence of our gross negligence, fraud or willful misconduct by us when providing NFTs to you under these Terms, we will not be liable to you on account of anything done, omitted or suffered by us acting in good faith when providing NFTs to you pursuant to these Terms, including in respect of a Force Majeure Event.
You are solely responsible for any risks associated with the transferring, creating, holding, storing, or use of NFTs or a Digital Wallet, as applicable, including network failures or disruptions; corrupted wallet files; viruses, phishing, bruteforcing, hacking, security breaches, mining attacks, or other means of attack against the NFT; risk of losing access to the NFT due to loss of private key(s); custodial or buyer error; regulatory interference in one or more jurisdictions; token taxation; personal information disclosure; uninsured losses; failure to provide appropriate maintenance (including without limitation hosting of Art); and other unanticipated risks. We will not be responsible for any such risks or losses. Once you receive the NFT, you irrevocably release us and our affiliates from any and all claims, causes of action, liabilities, damages, losses, and expenses (including but not limited to reasonable attorneys’ fees) for loss of or damage to the NFT.
Third party services
We will not be liable for the performance, errors or omissions of unaffiliated, nationally or regionally recognized third parties or decentralized networks such as, by way of example and not limitation: Networks (whether private/permissioned or public) courier companies, national postal services and other delivery, telecommunications and other companies not under our reasonable control, and third parties not under our reasonable control providing services to the blockchain industry generally, such as, by way of example and not limitation, companies and other entities providing processing and payment or transaction services (including “Layer 2” or similar “roll-up” or optimization services), banking partners, custody services, market making services and/or third party pricing services and decentralized blockchain networks such as, by way of example and not limitation, the blockchain(s) upon which any NFT depends or forks of those blockchain(s).
No liability for Certain Losses
Neither party will be liable to the other for any Loss or Claim in the nature of consequential or indirect loss, including without limitation loss of profits, loss of chance, loss of expectations, or loss or opportunity, or any incidental, special, punitive or exemplary damages.
Third-party Websites and Content
The Website may provide links to other websites (“Third-Party Websites“) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content“). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Website, or any Third-Party Content posted on, available through, or installed from the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Website and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk and you should be aware these Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from MVB WORLDS or relating to any applications you use or install from MVB WORLDS. Any purchase you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products and services offered on Third-Party Websites and you hold us harmless from any harm caused by your purchase of such products and services. Additionally, you hold us harmless from any losses sustained by you or harm caused to you relating to resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
Compliance with laws – No monitoring responsibilities
We will have no liability or responsibility for your compliance with laws or regulations governing the transfer and use of NFTs. Further, you are solely responsible for compliance with all applicable requirements of any laws, rules, and regulations of governmental authorities in Your Jurisdiction.
You further acknowledge that neither we nor any of our Personnel is, and will not be, by virtue of providing NFTs to you, an advisor or fiduciary to you.
The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development the potential value of your NFTs. You accept and acknowledge that we will not be responsible for the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the NFTs.
While you may currently be in compliance with buying an NFT, you may not be able to sell or trade NFTs in your jurisdiction.
GENERAL CONDITIONS
Tax
You are solely responsible for any Taxes now or hereafter assessed on your Ownership, use or transfer of the NFT, including any of the foregoing assessed on any subsequent sale of the NFT. The holder of the NFT must pay or reimburse us (if we are required or elect to pay) for all Taxes relating to the Ownership, use or transfer of the NFT. We may deduct any required payments under this Clause from any payment owed in the future to the holder of the NFT. You have no right to deduct the amount of Taxes from any payment owed to us.
Notices
Unless a provision of these Terms expressly state otherwise, a notice, consent, approval, waiver or other communication (notice) in connection with these Terms must be in writing and in English and sent to, in our case, our nominated email, and, in your case, published on the Website with public access to such notice.
Any notice will be deemed to be received within 24 hours of sending the electronic message (unless a rejection message is received) or publication online.
A party must immediately notify the other party in writing of any changes to its contact details.
Governing law
These Terms shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, and shall be interpreted in all respects as a State of Nevada (USA) contract. Any dispute, controversy, claim or action arising from or related to your use of the NFTs, the Game, the Website or these Terms likewise shall be governed by the laws of the State of Nevada (USA), exclusive of choice-of-law principles.
Mandatory Resolution of Disputes Through Arbitration
Covered Claims
Except for excluded claims described below in paragraph b, you and we each agree that any Claim arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, (b) your use of the NFTs, the Game, the Website or the Smart Contracts or (c) your access to or use of the Services at any time, will be subject to and finally resolved by confidential, binding arbitration and not in a class, representative or consolidated action or proceeding. If you are in the United States, the interpretation and enforceability of this arbitration provision will be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. Arbitration will be conducted through the use of videoconferencing technology (unless both arbitration parties agree that an in-person hearing is appropriate given the nature of the dispute) before a single arbitrator in accordance with the Rules for Non-Administered Arbitration of International Disputes of the International Institute for Conflict Prevention and Resolution, as amended from time to time (the “CPR Rules“). The “Neutral Organization” designated to perform the functions specified in Rules 5, 6 and 7 of the CPR Rules shall be the International Institute for Conflict Prevention and Resolution. The arbitrator selected by the arbitration parties must be a licensed attorney in the State of Nevada (USA) with at least fifteen (15) years of experience in commercial disputes and have previously served or being currently serving as a sole arbitrator or co-arbitrator in a proceeding governed by the CPR Rules or predecessor rules of the International Institute for Conflict Prevention and Resolution. If the arbitrator is not jointly appointed by the arbitration parties within thirty (30) days of the commencement of the arbitration, the vacancy will be filled by an arbitrator meeting the above qualifications selected by International Institute for Conflict Prevention and Resolution. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. If the arbitral parties do not promptly agree on to seat of arbitration if an in-person hearing is selected, the seat will be the State of Nevada (USA). The language of the arbitral proceedings will be English. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law, and the arbitral decision may be enforced in court. The prevailing party will be entitled to its costs of the arbitration (including the arbitrator’s fees) and its reasonable attorney’s fees and costs.
Excluded Claims
The following Claims will be excluded from arbitration as described in paragraph a: causes of action or claims in which either party seeks injunctive or other equitable relief for the alleged unlawful use of its intellectual property, including without limitation copyrights, trademarks, trade names, trade secrets, or patents or its confidential information or private data. The parties shall be at liberty to pursue claims or causes of actions excluded from arbitration through any court of competent jurisdiction.
Delegation.
The arbitrator will have the power to hear and determine challenges to his or her jurisdiction, including any objections with respect to the existence, scope or validity of the arbitration agreement. This authority extends to jurisdictional challenges with respect to both the subject matter of the dispute and the parties to the arbitration. Further, the arbitrator will have the power to determine the existence, validity, or scope of the contract of which an arbitration clause forms a part. For the purposes of challenges to the jurisdiction of the arbitrator, each Clause within this paragraph 31 will be considered as separable from any contract of which it forms a part. Any challenges to the jurisdiction of the arbitrator, except challenges based on the award itself, will be made not later than the notice of defense or, with respect to a counterclaim, the reply to the counterclaim; provided, however, that if a claim or counterclaim is later added or amended such a challenge may be made not later than the response to such claim or counterclaim as provided under CPR Rules.
Class Action Waiver.
You and we expressly intend and agree that: (a) class action and representative action procedures are hereby waived and will not be asserted, nor will they apply, in any arbitration pursuant to these Terms; (b) neither you nor we will assert class action or representative action claims against the other in arbitration or otherwise; (c) each of you and us will only submit their own, individual claims in arbitration and will not seek to represent the interests of any other person, or consolidate claims with any other person; (d) nothing in these Terms will be interpreted as your or our intent to arbitrate claims on a class or representative basis; and (e) any relief awarded to any one user cannot and may not affect any other user. No adjudicator may consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding.
Confidentiality.
You, us and any other arbitration parties will maintain the confidential nature of the arbitration proceeding and any award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
JURY TRIAL WAIVER: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING OF ANY KIND WHATSOEVER ARISING OUT OF OR RELATING TO THESE TERMS OR ANY BREACH THEREOF, ANY USE OR ATTEMPTED USE OF THE NFTS, THE GAME, THE WEBSITE, THE SMART CONTRACTS OR THE SERVICES BY YOU, AND/OR ANY OTHER MATTER INVOLVING THE PARTIES.
Amendment
We reserve the right to amend these Terms from time to time in our absolute discretion. Any changes to these Terms will be in effect as of the “Effective Date” referred to in these Terms, and you waive any right to receive specific notice of such changes. It is your responsibility to periodically review these Terms to stay informed of updates. Your continued use of the NFTs, Game, the Services, the Smart Contracts or the Website will constitute your acceptance and agreement to such changes.
Precedence
Where there is inconsistency between the Terms and other content displayed as part of the Website or MVB WORLDS concerning the sale of NFTs, the content of the Terms will prevail to the extent of any inconsistency.
Force Majeure
We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstances beyond our reasonable control (including but not limited to epidemics, pandemics, blockchain congestion or attacks, Government sanctions or orders, whether known or unknown at the time the parties enter into these Terms) (each a “Force Majeure Event”).
Waiver
A provision of these Terms or a right created under it may not be waived except in writing signed by the party granting the waiver.
Exercise of a right
A party may exercise a right at its discretion and separately or together with another right. If a party exercises a single right or only partially exercises a right, then that party may still exercise that right or any other right later. If a party fails to exercise a right or delays in exercising a right, then that party may still exercise that right later.
Remedies cumulative
The rights and remedies provided in these Terms are cumulative with and not exclusive of the rights and remedies provided by law independently of these Terms. Without limiting the generality of the foregoing, termination of the License shall not excuse, constitute an exclusive election with respect to or otherwise foreclose any other remedy to which we are entitled.
No merger
The rights and obligations of the parties (including under the warranties) will not merge on completion of any transaction under these Terms. They will survive the execution and delivery of any assignment or other document entered into for the purpose of implementing any transaction.
Assignment
Severance
If any provision of these Terms are void, voidable, unenforceable, illegal, prohibited or otherwise invalid in a jurisdiction, in that jurisdiction the provision must be read down to the extent it can be to save it but if it cannot be saved by reading it down, words must be severed from the provision to the extent they can be to save it but if that also fails to save it the whole provision must be severed. That will not invalidate the remaining provisions of these Terms nor affect the validity or enforceability of that provision in any other jurisdiction where it is not invalid.
Entire agreement
These Terms, and the materials incorporated herein (including the Website Terms and the Game Terms) constitute the entire agreement of the parties in respect of the subject matter of these Terms and supersedes all prior discussions, representations, undertakings and agreements. None of our agents or representatives are authorized to make any representations, conditions or agreements not expressed by us in writing nor are we bound by any such statements.
Relationship
Nothing in these Terms constitutes the parties as partners or agents of the other and no party has any authority to bind the other legally or equitably save as expressly stated in these Terms.
Costs
Each party must pay its own fees, costs and expenses incurred by it incident to or in connection with the negotiation, preparation, execution, delivery and completion of these Terms and the transactions contemplated by these Terms including without limitation its own legal, accounting and corporate advisory fees.
Definitions
In these Terms:
Acquiror Warranties means the warranties set out in Clause 20.b;
Art means any art, design, wording and drawings that are associated with an NFT that you Own;
Business Day means any day except a Saturday or a Sunday or other public holiday in USA;
Claim includes a claim, notice, demand, action, proceeding, litigation, investigation, however arising whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a party to these Terms and where and to the extent the context permits, includes all associated Loss;
Digital Currency means a cryptographically secured virtual currency or virtual asset which we identify as an acceptable means of payment or transacting with us;
Digital Wallet means the a software application, public key or wallet address, account or storage device utilized in connection with the Ownership of the NFTs provided by us;
Game Terms means the terms and conditions for access or use of the Game Terms as may be varied from time to time;
Insolvency Event means, in relation to a person, such person: (a) stops or suspends or threatens in writing to stop or suspend payment of all or a class of its debts; (b) is insolvent within the meaning of any law applicable to it or unable or taken to be unable to pay its debts, or a court is required by law to presume that such person is insolvent; or (c) has a receiver, manager, receiver and manager, administrator, or trustee or other like custodian lawfully appointed by any person over all or any of its assets or undertaking or any step preliminary to the appointment of any of them is taken, or has an application or order made, proceedings commenced, resolution passed or proposed in a notice of meeting or an application to a court or other steps taken for: (i) its winding up, liquidation (other than a voluntary liquidation for the purposes of a bona fide proposal or plan of arrangement which has been approved by such person’s creditors) or dissolution; or (ii) such person to enter an arrangement, compromise or composition with or assignment for the benefit of its creditors, a class of them or any of them, and, in the case of any application, proceeding, notice or step, it is not withdrawn, stayed, struck out or dismissed within 21 days after it is made;
Intellectual Property means any and all intellectual property in the NFT and the Art including all copyright, patents, trademarks, business names, domain names, trading styles, get-up, designs, knowhow, processes, methodologies and all current and future registered and unregistered rights, development or enhancement of the Intellectual Property owned by us or by our licensors;
Intellectual Property Rights means all present and future intellectual and industrial property rights conferred by statute, at common law or in equity and wherever existing, including:
Loss includes and loss, damage, cost, charge, liability or expense (including legal costs and expenses);
MVB WORLDS means the MVB WORLDS online game and associated software interfaces for that game, including the Website, elements of which are located on the Network;
NFT means a non-fungible token issued by us for use in MVB WORLDS;
Own means, with respect to an NFT, any NFT we have issued where proof of ownership is recorded on a Network and you control the private key associated with a Digital Wallet to which the NFT is associated or located;
Person includes an individual, association, partnership, corporation, company, other body corporate, trust, estate, and any form of organization, group, or entity (whether or not having separate legal personality);
Personnel means any employee, contractor, subcontractor, agent, partner, shareholder, ultimate beneficial owner, director or officer of a party;
Privacy Policy means the privacy policy on the Website as may be varied from time to time;
Prohibited Jurisdiction means the Cayman Islands, Cuba, Democratic People’s Republic of North Korea, Islamic Republic of Iran, Libya, People’s Republic of China, South Sudan, Sudan (North), Syria, Crimea, Donetsk People’s Republic and Luhansk People’s Republic (each a region of Ukraine annexed by the Russian Federation), any jurisdiction in which the entry into these Terms or the ownership of the NFTs is prohibited by applicable law;
Prohibited Person means any of the government of Venezuela; any Person resident of, with its principal office in or controlled by, or any government or government official of, any Prohibited Jurisdiction; and any Sanctioned Person;
Sanctions List means the “Specially Designated Nationals and Blocked Persons” (“SDN”) List and the Non-SDN List, including the “Sectoral Sanctions Identifications List”, published by the Office of Foreign Asset Control of the U.S. Department of the Treasury; and, any other foreign terrorist organization or other sanctioned, restricted, or debarred party list published by the Cayman Islands Monetary Authority, or under applicable law of or by governments of the United States, the Cayman Islands (including any sanctioned, restricted, or debarred party list under the laws of the United Kingdom and applicable in the Cayman Islands), or the United Nations;
Sanctioned Person refers to any Person or Digital Wallet address that is: (i) specifically listed in any Sanctions List; (ii) directly or indirectly owned 50 percent or more by any Person or group of Persons in the aggregate, or a Digital Wallet associated with such Person or Persons, referred to in any Sanctions List, or government or government official of any Prohibited Jurisdiction; or (iii) that is subject to any government approval or otherwise sanctioned, restricted, or penalized under applicable laws;
Taxes means sales, use, value-added, and other taxes, duties and assessments (except taxes on our income);
Your Jurisdiction means the country or state where you are ordinarily resident or from which you enter into any agreement with us;
Website means www.metaversebooks.com and/or any other related website that is officially posted and authorized as a related website on www.mvbworlds.com from time to time;
Website Terms means the terms and conditions for access or use of the Website (if any) as may be varied from time to time.
