The Machines Arena Terms and Conditions

Introduction Users interacting with the www.themachinesarena.com website (hereafter the “website” or the “The Machines Arena website”) are subject to the Terms and Conditions (the “Terms”), a legally binding agreement between the users and Directive Games Limited (the “Company”). This agreement governs users access to this website, including without limitation users participation in the Mint, Airdrop, Auction, Sale and overall ownership of NFTs, our services both online and offline, and any other software provided or in connection with those services. The Company, at its sole discretion or to be in compliance with applicable laws, reserves the right to add and amend the existing Terms and Conditions without prior notice. Any change will be promptly posted on the The Machines Arena website. Users that continue accessing the Company services are deemed to have accepted any revision, changes and updates to the terms. The information published on the website is not in any way intended to provide financial advice. The participation in the Mint, Airdrop, Auction or Sale of NFTs carries significant risk factors. The Company, and any person associated with these two entities in any capacity, deny liability for any loss or damage suffered by users. None of the digital assets available during the Mint, Sale or Auction activities on the The Machines Arena website are to be considered, registered or categorized as securities or financial products in general in any jurisdiction. In particular, any product available for Sale, Mint, Airdrop or Auction has not been and will not be registered under the Securities Act of 1993 (US) (Securities Act) or the securities laws of any state of the United States of America (USA). As a result of this, none of the consumer protections associated with securities regulation apply to any activity conducted through the website. The sole purpose of the Mint, Sale, Airdrop, Auction and other activities conducted through the website is to produce and develop digital assets for personal enjoyment and or use in the The Machines Arena game upon its commercialization. No digital assets should be acquired or traded with the prospect of any financial return. Definitions Non-Fungible Tokens (NFTs) are unique forms of digital content (the “Content”) created on the Ethereum blockchain using an “ERC-standard” smart contract. Unless Specific Terms apply, the non-fungible token will be created using the ERC-721 standard, further information which is available at https://ethereum.org/en/developers/docs/standards/tokens/erc-721/. When the non-fungible token smart contract is deployed on the Ethereum blockchain a permanent and unchangeable record is created on the Ethereum ledger. The Machines Arena NFTs comprise of Non Fungible Tokens that can be obtained through the The Machines Arena website, either for free or for sale. This process is also referred to as “Mint”, a process through which users interact with the smart contract and ownership of the Content is transferred from the Company to the user. A person with the lawful ability to sign transactions through the wallet that they successfully connect to the website to mint, purchase or receive NFTs in accordance with these Terms are referred interchangeably as Participant or Buyer (herein the “Buyer”), regardless of whether they purchased the NFT through a sale or auction process or the NFT was received for free as part of a promotion. Any person who purchases or receives an NFT from the NFT original Buyer is also referred to as the Subsequent Buyer upon assuming beneficial ownership of the NFT. For a transaction to be processed on the Ethereum Blockchain, users may need to pay a fee, paid in Ether (aka ETH), the native cryptographic token of the Ethereum Blockchain, to the Ethereum network and not paid or determined by the Company. Such fee is referred to as Gas Fee. NFT ownership and licensing is regulated as described in Section 4 below. The term "Inconvertible Virtual Currency" or "IVC" refers to a type of digital currency created and controlled by Directive Games Limited, which represents a digital token of value within Directive Games’ platform. IVC has no intrinsic value outside of Directive Games’ platform and does not represent real-world money, credit, or any monetary value. Privacy Policy For the most updated Privacy Policy users should refer to https://www.directivegames.com/privacypolicy . To the extent that any statement in these Terms is inconsistent with statements made on other parts of the The Machines Arena website, the statements in these Terms will prevail. Additionally, when users connect their wallet to the website, we may collect the IP address from the device users use and users Ethereum public address. If users make enquiries, submit comments, bug reports, decide to report suspicious market activity or provide any feedback and information, it is agreed that such information can be used at our sole discretion and could be disclosed to third parties on a non-confidential basis. Users agree to grant a perpetual, irrevocable, non-exclusive, worldwide license and all rights necessary for us to incorporate and use their feedback for any purpose. Users may register users interest to receive news about The Machines Arena and upcoming activities related to the game, the Mint, Sale or Auction of NFTs and other digital assets but this does not mean users have created an account with us. When users register, users will provide us with users email address. We will handle users email address and any other personal information we collect as a result of email correspondence with users in accordance with our Privacy Policy. NFT ownership and licensing Subject to any Specific Terms, all NFT Buyers are subject to the License terms set out below. All NFT Buyers agree to the conditions of the Licence and any Specific Terms, which are each subject to change from time to time. NFT Buyer do not secure any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights associated with the Content of any NFT or other token that can be generated or received by ownership of the NFT, other than the rights afforded by the limited License granted by these Terms. Directive Games expressly reserve all rights to copyright underlying NFTs minted or airdropped for free or sold on the website, including but not limited to the right to reproduce, communicate to the public, prepare derivative works or adaptations, to perform, and to distribute. Specifically, Directive Games expressly grant to the NFT Buyer a limited, worldwide, non-sublicensable, royalty-free intellectual property license to use and display any intellectual property (including copyright) that resides in the Content for private or domestic purposes. The NFT Buyer limited license to display the Content, or perform the Content in the case of audio-visual works, includes, but is not limited to, the right to display or perform the Content privately or publicly: (i) for the purpose of promoting or sharing the NFT Buyer’s purchase, ownership, or interest in the Content, for example, on social media platforms, blogs, digital galleries, or other Internet-based media platforms; (ii) for the purpose of sharing, promoting, discussing, or commenting on the Content; (iii) on third party marketplaces, exchanges, platforms, or applications in association with an offer to sell, or trade, the NFT associated with the Content; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments, including simultaneous display of multiple copies of the Content within one or more virtual environments. NFT Buyer has the right to sell, trade, transfer, or use their The Machines Arena NFTs. NFT Subsequent Buyers are subject to the License Term contained herein and may not make “commercial use” of the underlying Content including, for example, by selling copies of the Content, selling access to the Content, selling derivative works embodying the Content, or otherwise commercially exploiting the Content. The NFT Buyer agrees that it may not, nor permit any third party, to do or attempt to do any of the foregoing without the Company’s express prior written consent in each case: (i) modify, distort, mutilate, or perform any other modification to the Content which would be prejudicial to the Company’s honor or reputation; (ii) use the Content to advertise, market, or sell any third party product or service; (iii) use the Content in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) incorporate the Content in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms or solely for an NFT owner’s personal, non-commercial use; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Content; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Content; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing the same Content, whether on or off of the The Machines Arena website; (viii) falsify, misrepresent, or conceal the authorship of the Content; or (ix) otherwise utilize the Content for the NFT owner’s or any third party’s commercial benefit. The user agrees and acknowledges that the lawful ownership, possession, and title to Content is a necessary and sufficient condition precedent to receiving the limited license rights to the underlying Content provided by these Terms. Any subsequent transfer, dispossession, burning, or another relinquishment of an NFT or the Content will immediately terminate the former owner’s rights and interest in the license or Content as provided by these Terms. All NFT Buyers and Subsequent NFT Buyers irrevocably release, acquit, and forever discharge Directive Games and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement for The Machines Arena’ use of Content in accordance with these Terms, including without limitation, The Machines Arena solicitation, encouragement, or request for persons or third parties to host the Content for the purpose of operating a distributed database and The Machines Arena’ deployment or distribution of a reward, a token, or any other token or digital asset to users or third parties for hosting Content on a distributed database. Inconvertible Virtual Currency Users may obtain IVC by purchasing with real-world currency, earning them through certain activities within the platform, or receiving them as promotional gifts and use them exclusively within Directive Games’ platform to enhance use experience or access specific features IVC canno be exchanged for real-world money, goods or services outside of Directive Games’ platform. IVC is not backed by any tangible asset, has no cash value and is not redeemable for any sum of money or monetary value from the Company. Xsolla is a global distributor of IVC and the Company may use Xsolla to facilitate the purchase of IVC. The Company does not provide any refund or credit for any IVC used to activate in-game items or mint NFTs. Aknowledgements, representations and warranties NFT Buyers acknowledge, understand and agree that: All NFTs and representations made in relation to the NFTs, the The Machines Arena game and the The Machines Arena ecosystem are subject to change by the prevailing model of governance at any time They bear full responsibility for verifying the legitimacy, authenticity, and legal right to acquire ownership, resell, license or otherwise deal with NFTs they receive or bid on The Machines Arena NFTs may comprise or may be encumbered by copyright or trademark rights in respect of the NFT or the works it references The price of an NFT received or purchased on the The Machines Arena website may have been influenced by activity outside of the control of the Company; Under no circumstances will the operation of all or any portion of the The Machines Arena website be deemed to create a relationship that includes the provision or tendering of investment, financial, legal, tax or accounting advice; The Company is not a fiduciary nor owes any duties to any Participant or NFT Buyer or Subsequent NFT Buyers, including the duty to ensure fair pricing of NFTs They are solely responsible for any fees, including any internet connection fees or mobile fees and Gas Fees, that are incurred when accessing the The Machines Arena website and any third-party software; the value of gas fees changes, often unpredictably, and is entirely outside of the control of the The Machines Arena website or smart contracts and under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on the The Machines Arena website or smart contracts be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to a Participant; Gas Fees are non-refundable under all circumstances; They are solely responsible for seeking independent professional legal and tax advice in relation to their participation in the purchase of an NFT, even if such NFT is received for free They are solely responsible for any and all sales, use, value-added, royalty withholding taxes and other taxes, duties and assessments now or hereafter claimed or imposed by any governmental authority associated with their use of the The Machines Arena website and including, without limitation, any taxes that may become payable as the result of their acquisition of an NFT They solely bear the risk of initiating, interacting with, participating in any interaction with the The Machines Arena website and take full responsibility and liability for the outcome of any transaction they initiate, whether or not the The Machines Arena website, smart contracts, third-party software, Participants and other actors behave as expected or intended They understand that blockchain and smart contract technologies are experimental, speculative and inherently risky and they are willing to accept the risks associated with cryptographic systems such as smart contracts, the Ethereum blockchain, non-fungible tokens and Third-Party Extensions like MetaMask the The Machines Arena smart contracts may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the Ethereum blockchain (i.e., "forks"), which can adversely affect the smart contracts and may expose users to a risk of total loss, forfeiture of users tokens or digital assets, or lost opportunities to buy and sell tokens or digital assets The Machines Arena website, smart contracts and the Ethereum blockchain could be impacted by one or more regulatory inquiries, regulatory enforcement actions, or legislative change which could impede or limit the ability of the Company to continue to develop the The Machines Arena website which could impede or limit users ability to access or use the website or the Ethereum blockchain Buyers represent and warrant that they are knowledgeable, experienced and sophisticated in using blockchain technology, the The Machines Arena website, and in initiating Ethereum-based transactions Buyers represent and warrant that they have made enquiries to be satisfied as to the legitimacy, authenticity, and legal right to acquire ownership, resell, license or otherwise deal with NFTs they bid on, purchased or received via the The Machines Arena website; Buyers represent and warrant that they have made enquiries to confirm they are eligible and/or not prohibited from receiving or submitting Bids in Sales or Auctions and paying the Sale Price or Auction Price to perform the legally binding condition of payment following a Successful Bid in an Auction; Buyers represent and warrant that they will not accept, solicit, offer, Bid, engage with the smart contracts, or otherwise transact on or off of the The Machines Arena website with the intent to artificially devalue, inflate, or otherwise deceptively influence, misrepresent, or cause to be misrepresented the price of an NFT or NFT Collection; and they will not engage in any unlawful or deceptive conduct that may prevent competitive or fair bidding, artificially inflate or deflate the price of an NFT, simulate demand for an NFT, or any other anti-competitive bidding Directive Games warrant and represent that: To the To the maximum extent permitted by law we make no warranties or representations about this website or the Content, including but not limited to warranties or representations that they will be complete, accurate or up-to-date, that access will be uninterrupted or error-free or free from viruses, or that this website will be secure. To the maximum extent permitted by law, the Company makes no claim, representations or warranties as to the value, fairness of price or value of use of any NFTs available through the The Machines Arena website or subsequently made available for sale on third-party sites; of title, non-infringement, functionality, merchantability, usage, security, suitability or fitness for any particular purpose, workmanship or technical quality of any NFT, smart contract code, or software; About the identity, legitimacy, authenticity or legal rights to acquire ownership, resell, license or otherwise deal with NFTs available on the The Machines Arena website; that the The Machines Arena website, smart contracts, NFTs (including the delivery of Content which require third party processing and/or intervention), Ethereum blockchain and any third-party software will be available on an uninterrupted, timely, secure, or error-free basis or are or will be free of malicious code or will be accurate, complete or reliable. We reserve the right to restrict, suspend or terminate without notice users access to this website, any Content, or any feature of this website at any time without notice and we will not be responsible for any loss, cost, damage or liability that may arise as a result. We reserve the right, in our sole and absolute discretion, to amend, modify, alter or supplement the smart contracts accessible through the The Machines Arena website or through which the Services are provided from time to time. Website content While we use all reasonable attempts to ensure the accuracy and completeness of the information on our website, to the extent permitted by law, we make no warranty regarding the information on this website. Users should monitor any changes to the information contained on this website. We are not liable to users or anyone else if interference with or damage to users computer systems occurs in connection with the use of this website or a linked website. Users must take users own precautions to ensure that whatever users select for users use from our website is free of viruses or anything else (such as worms or Trojan horses) that may interfere with or damage the operations of users computer systems. We may, from time to time and without notice, change or add to the website (including the Terms) or the information, products or services described in it. However, we do not undertake to keep the website updated. We are not liable to users or anyone else if errors occur in the information on the website or if that information is not up-to-date. This website is for users personal, non-commercial use only. Users may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, create derivative works from, transfer, or sell any Content, software, products or services contained within this website. Users may not use this website, or any of its Content, to further any commercial purpose, including any advertising or advertising revenue generation activity on users own website. Our website may contain links to websites operated by third parties. Those links are provided for convenience and may not remain current or be maintained. Unless expressly stated otherwise, we do not endorse and are not responsible for the content on those linked websites and have no control over or rights in those linked websites. Unless otherwise indicated, we own, have the right to use or license from third parties all rights, title and interest (including copyright, designs, patents, trademarks and other intellectual property and proprietary rights) in this website (whether registered or unregistered in any jurisdiction) and in all of the material (including all text, graphics, logos, audio, video and software) made available on this website (whether registered or unregistered in any jurisdiction) including through The Machines Arena NFTs (Content). Users use of this website and use of and access to any Content does not grant or transfer any rights, title or interest to users in relation to this website or the Content. However we do grant users a licence to access the website and view the Content on the terms and conditions set out in this Agreement and, where applicable, as expressly authorised by us and/or our third party licensors. Any reproduction or redistribution of this website or the Content is prohibited and may result in civil and criminal penalties. Unacceptable activities Users must not do any act that we would deem to be inappropriate, is unlawful or is prohibited by any laws applicable to our website, including but not limited to: any act that would constitute a breach of either the privacy (including uploading private or personal information without an individual's consent) or any other of the legal rights of individuals; the infringement of any third party intellectual property rights through users use of the website; listing NFTs for sale or auction, making bids during an Auction, and acquiring NFTs, for the purpose of concealing economic activity, laundering money, or financing terrorism; using the The Machines Arena website and smart contracts to conceal or transfer proceeds or tokens or assets relating to criminal activity or to pay for an NFT for any other reason than to obtain the NFT; using this website to defame or libel us, our employees or other individuals; uploading files that contain viruses that may cause damage to our property or the property of other individuals; posting or transmitting to this website any non-authorised material including, but not limited to, material that is, in our opinion, likely to cause annoyance, or which is defamatory, racist, obscene, threatening, pornographic or otherwise or which is detrimental to or in violation of our systems or a third party's systems or network security; engaging in any attack, hack, denial-of-service attack, interference, or exploit of any The Machines Arena smart contract notwithstanding that an operation performed by a person that is technically permitted by a The Machines Arena smart contract may nevertheless be a violation of our Terms and the law; using the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner; developing, utilizing, or disseminating any software, or interacting with any API in any manner, that could damage, harm, or impair the The Machines Arena website, smart contracts or the Services reverse engineering any aspect of the Services, or doing anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Service, area or code of the Service; using any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the Services, extract data or otherwise interfere with or modify the rendering of Service pages or functionality; using data collected from our Services to contact individuals, companies, or other persons or entities; using data collected from our Services for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing); bypassing or ignoring instructions that control all automated access to the Services; using the Service for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms using the Ethereum blockchain to carry out any illegal activities, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Ethereum blockchain, or the Services; engaging in deceptive or manipulative trading activities; placing misleading bids or offers. If we allow users to post any information to our website, we have the right to take down this information at our sole discretion and without notice. Acceptance of Terms By using or accessing the The Machines Arena website in any manner, users affirm, represent and warrant that: have read, understand and agree to be bound by all of the Terms (including any Specific Terms and Additional Terms, our Privacy Policy and other agreements incorporated into these Terms); have the right, authority and capacity to enter into these Terms in users own capacity or on behalf of someone else; meet all of the eligibility and any other requirements; and access and use of the The Machines Arena website is permitted by and shall not violate any applicable laws including those in users jurisdiction. If users do not understand or accept these Terms, users must exit The Machines Arena website immediately and users are prohibited from visiting, accessing, or using any Services of the Company. If users are 13 or older but under the age of 18, users represent that users have reviewed these Terms with users parent or legal guardian to make sure that users and users parent or legal guardian understand these Terms. If users are a parent or guardian permitting a person under the age of 18 (a Minor) to create an account, users agree to: exercise supervision over the Minor's use of our website; assume all risks associated with the Minor's use of our website, including the transmission of content or information to and from third parties via the Internet; ensure that the content and information that the Minor may encounter on our website are suitable for the Minor; assume liabilities resulting from the Minor's use of our website; ensure the accuracy and truthfulness of all information submitted by the Minor; and provide the consents contained in these Terms on behalf of the Minor. We may ask users to confirm that users have users parent's or guardian's permission and that they have agreed to these Terms on users behalf, and, even if we do not do this, we will assume that this is the case and will provide access to our website and users account on this basis. Risks All transactions involving tokens and digital assets carry risk including the possibility of the reduction of value of or capacity to use digital assets or tokens users acquire. In decentralised technology, there is no proven economic model that values any or all the smart contracts, the auditing of those smart contracts and the network effects of interactions with smart contracts. There is also no clear model demonstrating the impact of externalities (such as unrelated third-party influencers). All The Machines Arena NFTs can be freely exchanged or traded and accordingly their price outside of the game will be influenced by external market forces. Their value will fluctuate and may fluctuate extremely. Their value may reduce to zero. There is limited or no history upon which users can evaluate the likely value of these NFTs. As digital assets are subject to only limited regulation, there is a risk that markets for such digital assets are inefficient and / or subject to manipulation. This means that users may not be protected if the The Machines Arena ecosystem fails or is hacked. There is also a risk that any NFT users acquire in the The Machines Arena ecosystem could be stolen or exploited by a smart contract vulnerability. The level of this risk will vary based on how users hold and use users NFTs and users security practices including in relation to users digital wallets. All interactions made through the The Machines Arena website are facilitated and run through MetaMask which is a third-party electronic wallet extension (Third-party Extension. The The Machines Arena website is the interface for an Ethereum-based distribution, sale and auction application, which allows each user to interact with the smart contracts deployed to the Ethereum blockchain to assist with such facilitation. By using a Third-party Extension and a Third-party Platform to access the The Machines Arena website users agree to be governed by the terms of service and privacy policy for the applicable Third-party Extension and applicable terms for the Third-party Platform. For example, the MetaMask Terms of Service and Privacy Policy are available at (https://metamask.io/terms.html) and (https://metamask.io/privacy.html) respectively, but may be updated from time to time. In connecting their MetaMask wallet to The Machines Arena website, each transaction is passed on to MetaMask, which completes the transaction on users’ behalf and the The Machines Arena NFT is minted to the NFT Buyer’s wallet. Users should also be wary of scams designed to convince users to sell or lend users NFTs and should only engage with The Machines Arena in accordance with these Terms. General Users use of the The Machines Arena website and these Terms are governed by the law of Republic of Panama and users submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in the Republic of Panama. If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions. To the maximum extent permitted by law, in no event shall the Company be liable for any direct and indirect loss, damage or expense – irrespective of the manner in which it occurs – which may be suffered due to: users use of our website; users participation in Airdrops, free Mints, Sales or Auctions; the information or materials contained on or via our website (including smart contracts and NFTs), or as a result of the inaccessibility of this website and/or the fact that certain information or materials contained on it are incorrect, incomplete, insecure, unstable, unreliable or not up-to-date; acts or omissions of any third parties, or users transactions or any other interaction with any such third parties or third-party software; any smart contract or related failures, risks, or uncertainties associated with the Ethereum blockchain such as forks, technical node issues, repudiated transactions, migrations and updates or any other issues causing losses; user error such as forgotten passwords or seed phrases and users standards of personal security that mean users lose control of users MetaMask wallet and/or the tokens or digital assets displayed therein; To the extent of any liability that cannot lawfully be limited, the Company’s liability for damages under these Terms shall in all cases be limited to, and under no circumstances shall exceed the value of proceeds actually received by the Company after deducting all costs, fees, and liabilities incurred by or on behalf of the Company.