END USER LICENCE AGREEMENT
Last updated: July 8th, 2022
1. Your Agreement
1.1 This User Agreement is a contract between you (“you”) and Infinity Interaction Pte Ltd, a company incorporated in Singapore (“we” or “us”), and governs your access to and use of the Platform only. The Platform includes the Project R game (“Game”), any applications, portals, websites and smart contracts developed by us and related services. By using, visiting, accessing or registering an Account with our Platform, you agree to accept and be bound by the terms and conditions set out in this Agreement (“Terms”) and the policies referenced herein and/or available by hyperlink. Please read this Agreement carefully and in its entirety.
1.2 If you do not agree to be bound by these Terms or with any subsequent amendments, changes, or updates, you may not use our Platform. If you use or continue to use our Platform upon being notified of any amendments, changes, or updates, you will be bound by these Terms, as amended from time to time. Your only recourse in the case of your unwillingness to be bound by these Terms is to stop using our Platform.
1.3 To the maximum extent permitted by Applicable Law, we reserve the right to unilaterally make amendments to these Terms from time to time at our sole discretion and without prior notice to you. You should check back on the Platform often to confirm that your copy and understanding of these Terms is current and correct. Your non-termination or continued use of the Platform after the effective date of any amendments, changes, or updates constitutes your acceptance of these Terms, as modified by such amendments, changes, or updates.
1.4 These Terms are effective upon the date of your electronic acceptance, or use, or visit, or access, or registration with the Platform, whichever is earlier (“Effective Date”).
2. Definitions and Interpretation
In these Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings:
“Account” means the account that a User opens with us for the usage of and access to our Platform;
“Applicable Law” means, with respect to any person, any and all applicable constitutions, treaties, statutes, laws, by-laws, regulations, ordinances, codes, rules, rulings, judgments, rules of common law, orders, decrees, awards, injunctions or any form of decisions, determinations or requirements of or made or issued by, governmental, statutory, regulatory, administrative, supervisory or judicial authorities or bodies or any court, arbitrator or tribunal with competent jurisdiction, whether in Singapore or elsewhere, as amended or modified from time to time, and to which such person is subject;
“User” means any natural person who has registered for, or has created, or has been assigned an Account on the Platform to use the Platform and who has agreed to be bound by these Terms, whether or not they are a paying or non-paying User.
“Intellectual Property Rights” includes all the worldwide rights, titles and interests including but not limited to copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in software, database rights, rights in confidential information (including know-how), patents, rights to inventions, trade secrets, and all other intellectual property and similar rights which subsist or will subsist now or in the future in any part of the world;
“In-Game Assets” means digital assets native to the Game which may or may not be represented by digital tokens;
“PDPA” means the Personal Data Protection Act 2012 of Singapore, as amended from time to time, and includes all subsidiary legislation and any guidelines issued or released by the Personal Data Protection Commission of Singapore;
“Personal Data” means any data, whether true or not, about an individual who can be identified (a) from that data; or (b) from that data and other information to which we have or are likely to have access, including data in our records as may be updated from time to time. Examples of such Personal Data include an individual’s name, NRIC, passport or other identification number, telephone number(s), residential address, email address and any other information relating to any individual;
“Term” means the duration of the agreement entered into between us and the User;
“Third Party Service Provider(s)” means any third party service provider which provides services which are necessary in order for us to operate the Platform and any third party service provider which we engage in relation to the storage and/or processing of content and Personal Data;
2.2.1 References to “day”, “month” or “year” is a reference to a day, month or year respectively in the Gregorian calendar.
2.2.2 References to a time is a reference to Singapore time.
2.2.3 The expression “person” means any individual, corporation, partnership, association, limited liability company, trust (including a business trust and a real estate investment trust), governmental or quasi-governmental authority or body or other entity or organisation (whether incorporated, incorporated, having separate legal personality, or otherwise).
2.2.4 Where the words “include(s)” or “including” are used in these Terms, they are deemed to have the words “without limitation” following them and “otherwise” shall not be construed as limited by words with which it is associated.
3. Usage of the Platform, Registration and Account
3.2 You confirm that (i) you are more than 21 years old, (ii) you will only register an Account with us in your real name, (iii) you have not been restricted by us in using our Platform and (iv) you are otherwise fully able and competent to accept, abide and comply with these Terms. Individuals under the age of 21 years old are expressly prohibited from using the Platform.
3.3 When registering to gain access to and use our Platform, you agree to provide us with true, accurate, current and complete information and details and other information that we may reasonably require you to provide. We reserve the right to immediately suspend or terminate without notice to you any Account if we discover that any information provided or submitted to us is untrue, inaccurate or incomplete.
3.5 Save that we will comply with all Applicable Law relating to data privacy (including the PDPA), nothing in these Terms shall be deemed to impute an obligation of confidentiality on us with respect to your registration information. If required by law (including a court order and a government or regulatory demand or requirement having the force of law), we will disclose such information as so ordered.
3.6 To access and use the Platform, you may be required to install a browser extension which allows you to interact with your Ethereum wallet address and the Platform through your browser. If you do not wish to use or connect an Ethereum wallet address, your access to and use of the Platform may be limited and we will not be required to compensate you for such limited access. In certain circumstances, you may be restricted from linking your cryptocurrency-exchange-based wallets with the Platform, and we will not be liable for any damage or loss you may suffer as a result of your attempt to use such prohibited wallets with the Platform.
3.7 Each User is solely responsible for:
3.7.1 the management of their Account and password. Each User is solely responsible for restricting access to your computer(s) and maintaining the confidentiality and security of your Account, login details, passwords, and all activities that occur under that Account. You must notify us in writing immediately if you become aware of any unauthorised use of your Account or password. You agree that the Account will be used by you only and will not be shared with or transferred to others.
3.7.2 any activity on the Platform via your Account, whether you know about such activity or not, arising out of any failure to keep your password confidential and you may be held liable for any losses arising out of such a failure. We cannot and will not be liable for any loss or damage arising therefrom.
3.7.3 implementing reasonable measures for securing access to your Ethereum wallet and associated third party accounts. If your private key(s) or other credentials are lost or compromised, you may lose access to your Account and In-Game Assets. We will not be responsible for any such losses.
3.8 For security purposes, including the investigation of whether any User is using the Platform for fraud or other suspicious or unlawful activity, we have the right and sole discretion to immediately:
3.8.1 suspend your access to your Account;
3.8.2 terminate your Account;
3.8.3 restrict your access to the entire Platform or parts thereof;
3.8.4 suspend the provision of any services to you;
3.8.5 report your activity to the relevant law enforcement authorities and provide evidence in support for such authorities to conduct their investigations; and/or
3.8.6 take any action which we deem appropriate in the circumstances.
4. Users’ Obligations
4.1 You agree not to:
4.1.1 use the Platform other than as authorised and in accordance with these Terms;
4.1.2 copy or use our content in connection with a service or platform deemed competitive by us;
4.1.3 copy, modify, translate or create derivative works of our content or any part of our Platform;
4.1.4 send spam or other unwelcomed communications, or material that is against public interest, order, national harmony or offends good taste and decency, to others, or act in an unlawful, defamatory, libellous, abusive, discriminatory or otherwise objectionable manner as determined by us, through the use of our Platform;
4.1.5 both during and after the Term, disparage the Platform, or its employees, products, business or any affiliates;
4.1.6 use any device, software, routine or use the Platform in any way that interferes with any application, function, or use of the Platform, that is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication, including our security mechanisms of the Platform;
4.1.7 sell, sublicense, time-share, or otherwise share access to the Platform with any third party;
4.1.8 Reformat, frame, mirror, decompile, disassemble or reverse-engineer the underlying software or application that is part of the Platform or otherwise attempt to derive its source code;
4.1.9 use the Platform either directly or indirectly to support any activity that is illegal, fraudulent, abusive and/or amoral including violating our Intellectual Property Rights or that of others;
4.1.10 use the Platform in such a way or attempt to commercially exploit any part of the Platform without our permission;
4.1.11 access and/or use the Platform for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; and
4.1.12 authorize any third parties to do any of the above.
4.2 You warrant that:
4.2.1 you will comply with any and all rules, regulations and/or Applicable Laws and regulations governing the practice of law in your jurisdiction in connection with the use of the Platform;
4.2.2 you are not barred to access, visit, use or register with the Platform under any Applicable Law;
4.2.3 you have full power and authority to enter into this Agreement;
4.2.4 you have provided accurate and complete registration information when you created an Account;
4.2.5 you have conducted your own due diligence and you have obtained sufficient information about us and the Platform to make an informed decision to carry out any transactions on or through the Platform (including the receiving and collecting of In-Game Assets), and you are fully able to bear the risks thereof;
4.2.6 you undertake to keep us, and our affiliates, officers, agents, partners, and employees indemnified against any losses, damages, costs, liabilities and expenses (including, without limitation, legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of your breach of any of the warranties and/or Terms or any alleged negligence or wilful misconduct.
5. Intellectual Property Rights
5.1 You acknowledge and agree that we (or our licensors, or third-party developers, as the case may be) own all legal right, title and interest in and to all elements of the Platform and the Game, and all Intellectual Property Rights therein.
5.2 Subject to your compliance with these Terms, we grant you a personal, limited, non-transferable, revocable and non-exclusive license to access and use the Platform, and related services, for non-commercial purposes for the duration of the Term.
5.3 Except for the limited license granted to you in these Terms, your use of the Platform, including any application, website, portal, smart contracts, our Game and all related services, does not grant you ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through the Platform. We (or our licensors, as the case may be) shall retain all right, title or interest in or to the Intellectual Property Rights mentioned directly above. The Platform and all related services, or any part of it, may not be reproduced, duplicated, copied, sold, resold, visited, published, displayed, or otherwise exploited for any commercial purpose without our prior express written consent. All rights not expressly granted are reserved by us.
5.4 This Agreement does not cover your use of any in-Game content, or related content of the Game for fan work. If you wish to create any fan work, please contact us and seek the necessary permissions.
5.5 You may choose to submit comments, bug reports, ideas or other feedback about the Platform (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties. You hereby grant us a perpetual, irrevocable, non-exclusive, worldwide licence under all rights necessary for us to incorporate and use your Feedback for any purpose.
6. Ownership of In-Game Assets
6.1 Where In-Game Assets are digital tokens, you acknowledge that we do not store any of the digital tokens representing your In-Game Assets. These will be stored in your personal blockchain wallet and recorded on the blockchain.
6.2 For the avoidance of doubt, you understand and agree: (i) that your “purchase” of an In-Game Asset, whether on or through the Platform or otherwise, does not give you any rights or licenses in or to the Intellectual Property Rights of all elements of that In-Game Asset, including but not limited to all visual elements, unless otherwise stated; and (ii) that you do not have the right to reproduce, distribute, or otherwise commercialize any elements of the In-Game Assets in any way without our prior written consent in each case, which may be withheld in our sole discretion for whatever reason.
7.1 You are solely responsible for complying with any applicable tax laws or regulations arising from your transactions conducted on or through the Platform, including but not limited to any ownership, sale, transfer, receipt or gift of In-Game Assets.
8. Service and Access
8.1 We (a) do not warrant that your use of the Platform will be uninterrupted, bug-free or error-free or that the Platform will meet your requirements; (b) are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet; (c) shall not be responsible for non-performance of the Platform caused by any use that is contrary to our instructions, or modification or alteration by any party other than us or our representatives, and will only provide support to correct such non-performance at our sole discretion; and (d) shall not be responsible for any loss or damage arising from your failure to keep your Account or passwords secure and confidential.
8.2 You acknowledge that the Platform may be subject to limitations, interruptions, delays and other problems, owing to Platform-, server- or systems-maintenance, or inherent in the use of such communications facilities over the Internet. Downtime or any interruption in the provision of the Platform shall not entitle any User to any reimbursement, compensation or payment of any amounts from us.
8.3 You acknowledge that you are responsible for implementing sufficient security measures or arrangements with regard to anti-virus protection. To the maximum extent permitted by law, we will not be liable to any User for any loss or damage suffered, caused by a distributed-denial-of-service attack, ransomware attack, virus, or other harmful act caused by third parties which may infect or harm the Platform.
8.4 Your use of the Platform is at your own risk. The Platform is provided to you on an “as is” and “as available basis”, without any warranties of any kind either express or implied. We do not represent or warrant that the Platform, or any of the content displayed are free of viruses or other malware, or that the Platform will otherwise meet your needs or expectations.
9. Third Party Service Providers
9.1 Your use of our Platform may be provided by or may incorporate the services provided by Third Party Service Providers (“Third Party Services”).
9.2 You acknowledge that we may engage and incorporate the services of Third Party Service Providers to assist in providing and/or enhancing the Platform and services to you, such as webpage hosting service providers or payment processors. You hereby consent and authorise us to delegate the authorisations you provide to us to such Third Party Service Providers as we deem necessary to provide the Platform and services to you.
9.3 The use of Third Party Services may also require your agreement to certain additional terms and conditions provided by the applicable Third Party Service Provider. These additional terms and conditions will be made available to you when, and if, you use the Third Party Services.
9.4 You acknowledge that Third Party Service Providers are independent contractors as stipulated, and we do not provide or exercise any control or oversight over the performance of Third Party Services. You also acknowledge we are not responsible for the acts or omissions of Third Party Services Providers, even if the Third Party Services are provided through or linked to our Platform.
9.5 In the event the performance of Third Party Services requires disclosure to and/or access of Personal Data, to the extent permitted by Applicable Law including the PDPA, you agree that you will not hold us responsible for any breach on the part of the Third Party Service Providers, including but not limited to losses and/or damages suffered by you arising out the unauthorised disclosure and/or access of Personal Data by the Third Party Service Providers.
9.6 You also acknowledge and accept that a Third Party Service Provider may change, modify or discontinue, temporarily or permanently, any Third Party Services used by you, without notice to you. We will use our best endeavours to provide notice to you within a reasonable period of time if and when we become aware of such change, modification, suspension and/or discontinuance of Third Party Services.
10. Personal Data
11. Limitation of Liability
11.1 Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.
11.2 We shall not be liable whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise for:
11.2.1 any indirect, incidental, exemplary, punitive or consequential loss, costs, damages, charges or expenses;
11.2.2 any actions taken by us in good faith in accordance with the information and instructions you have provided to us via the Platform or otherwise;
11.2.3 any loss or damage caused by malware, distributed denial-of-service attack, or other harmful material that may infect your device, programs, data or other proprietary material due to your use of the Platform;
11.2.4 any damages relating to your access to, use of, or inability to access or use the Platform;
11.2.5 any damages relating to any conduct or content of any third party or another User, including without limitation, defamatory, offensive, unlawful or illegal conduct; and
11.2.6 any consequences arising in connection with an event that is outside our reasonable control.
11.3 Our total aggregate liability whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, including any professional and legal costs, arising in connection with the performance or contemplated performance of these Terms shall be limited to USD 100.
12.1 If you wish to terminate your Account, you may click ‘Delete Account’ or words to that effect on the Platform. You agree that, upon termination of your Account, you will not receive any compensation or refund, and you may no longer be able to access any information on your Account, including but not limited to the visual elements of your In-Game Assets.
12.2 We have the right to terminate or temporarily suspend your Account and/or access to the Platform in the event that:
12.2.1 you breach any provision of these Terms;
12.2.2 you are suspected of having engaged in any fraudulent, abusive or illegal activity in connection with the Platform or any part of it;
12.2.3 we determine that your actions are likely to cause legal liability for us or that you have misrepresented any data or information required by us;
12.2.4 we are required to do so in order to comply with any Applicable Laws or regulations; or
12.2.5 any other circumstances as we may deem fit or for no reason at all.
12.3 Any termination, suspension or sanction imposed on your Account does not preclude us from seeking other remedies that we may have at law or in equity.
12.4 Termination of these Terms shall not affect Clauses 4.2.6 (Warranties), 7 (Payment), 8 (Service and Access), 9 (Third Party Service Providers), 11 (Limitation of Liability), 12 (Termination), 13 (General Terms), and 14 (Governing law and Dispute Resolution) of these Terms.
12.5 For the avoidance of doubt, the termination of your Account will not affect your ownership of the digital tokens representing your In-Game Assets. However, you may no longer have access to the visual elements of your In-Game Assets and the user interface of the Platform to transfer your In-Game Assets to others.
13. General Terms
13.1 Assignment. You may not assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms. However, we may at any time assign, transfer, charge, subcontract or deal in any other manner, with all or any of our rights or obligations under these Terms without your consent.
13.2 Third party rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any provision of these Terms.
13.3 Non-waiver. No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
13.4 Severability. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
13.5 Entire Agreement. These Terms constitute the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter.
14. Governing Law and Dispute Resolution
14.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of Singapore.
14.2 Dispute Resolution. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English. The arbitral award made and granted by the arbitration tribunal shall be final, binding and incontestable, may be enforced by a party against the assets of the other party/parties wherever those assets are located or may be found and may be used as a basis for judgement thereon in Singapore or elsewhere.