Terms of Use

  1. INTRODUCTION

    These Super Whale Terms of Use, together with any supplemental terms and policies incorporated herein, constitute a legally binding agreement (collectively, the “Terms” or “Terms of Use”) made between you, whether personally or on behalf of an entity (“you”) and Super Whale Limited (“Super Whale ”, “we”, “us”, or “our”) concerning your access to and use of the www.Super Whale.com website (the “Site”) and one or more Super Whale applications (the “App”), as well as any other media form, media channel, mobile website or mobile application made available by or on behalf of Super Whale and related, linked, or otherwise connected thereto (collectively, with the Site and the App and any Smart Contracts or other software or services enabled thereby, the “Services”). The Services include any distributed application running on one or more blockchain networks, which may include the Ethereum Network and Ronin Network (the “Blockchains”), using smart contracts (each, a “Smart Contract”) that interact with or enable the use of a user’s digital creatures (“Super Whales”). The Services also enable users to use or interact with Smart Contracts involving other digital assets, such as tokens, plots of land, and resources (collectively with the Super Whales, “Digital Assets”). These Digital Assets can be visualized via the Services and other third-party services.

    The Services are not intended for distribution to any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject us to any registration requirement or other regulation within such jurisdiction or country. Accordingly, you are solely responsible for compliance with all applicable laws when you access and/or use the Services.

    The Services are intended for users who are at least 18 years old. People under the age of 18 are not permitted to use or register for the Services.

    THE SERVICES INCLUDE A MARKETPLACE WHICH ALLOWS USERS TO OFFER TO SELL AND SELL DIGITAL ASSETS TO, AND OFFER TO BUY AND BUY DIGITAL ASSETS FROM, OTHER USERS. ALL DIGITAL ASSETS AVAILABLE THROUGH THE MARKETPLACE ARE FURNISHED BY OR ON BEHALF OF SELLERS IN CONNECTION WITH SUCH SALES. YOU AGREE THAT, EXCEPT WHERE Super Whale IS THE SELLER IN SUCH SALE, WE SHALL NOT BE A PARTY TO OR HAVE ANY RESPONSIBILITY OR LIABILITY FOR, ARISING OUT OF, RELATING TO, ASSOCIATED WITH OR RESULTING FROM ANY DISPUTES BETWEEN YOU AND ANY BUYER OR SELLER OF DIGITAL ASSETS IN RESPECT OF THE USE, MISUSE, PROVISION OR FAILURE TO PROVIDE ANY DIGITAL ASSETS. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF DIGITAL ASSETS, INCLUDING WITHOUT LIMITATION ANY Super WhaleS, THAT YOU PURCHASE. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR.

    PLEASE BE AWARE THAT SECTION 13 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND US. AMONG OTHER THINGS, SECTION 13 INCLUDES AN AGREEMENT TO ARBITRATE, WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL INDIVIDUAL ARBITRATION. PLEASE CAREFULLY READ SECTION 13.

    PLEASE BE AWARE THAT SECTION 4 OF THESE TERMS OF USE CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL, TEXT MESSAGE, CALLS AND PUSH NOTIFICATION.

    WE ONLY MAKE THE SERVICES AVAILABLE TO YOU ON THE TERMS SET FORTH IN THESE TERMS OF USE. BY USING THE SERVICES OR ANY OTHER PRODUCT OR SERVICE MADE AVAILABLE BY Super Whale , YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE AND/OR ACCEPT THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

    Please refer to our Privacy Policy for information about how we collect, use and share personal information about you. By submitting data through the Services, you expressly consent to the collection, use and disclosure of your personal data in accordance with the Privacy Policy.

    We reserve the right to change or modify these Terms of Use at any time and in our sole discretion. If we make changes to these Terms of Use, we will provide notice of such changes, for example by sending an email notification (if we have a valid email for you), providing notice through the Services or updating the “Last Updated” date at the beginning of these Terms of Use. By continuing to access or use any Services at any point after such update, you confirm your acceptance of the revised Terms of Use and all of the terms incorporated therein by reference. We encourage you to review these Terms of Use frequently to ensure that you understand the terms and conditions that apply when you access or use the Services. If you do not agree to the revised Terms of Use, you may not access or use the Services.

  2. OUR SERVICES

    1. General. The Services include an online platform through which users can view, offer to purchase and purchase Digital Assets that can be used and deployed in one or more games made available through the Services. Users of the Services may be able to mint certain Digital Assets, including Super Whales, as non-fungible tokens (“NFTs”) on the Blockchains. In order to access certain Services, including to purchase any Digital Assets, a user must connect a compatible digital wallet to the Services.
    2. Minting Digital Assets. By minting a Digital Asset as an NFT, you agree to comply with any terms, including licenses or payment rights that are embedded within or otherwise included with any such Digital Asset. Super Whale does not guarantee that Digital Assets will be transferable to or have any utility in connection with any other platform.
    3. Digital Asset Terms. There may be limits on or other terms applicable to the purchase, sale or use of Digital Assets comprising Super Whale ’s Content (defined below), including, without limitation, any fee payable in connection with any subsequent sale of a Digital Asset, regardless of whether such sale takes place on or through the Service (each such subsequent sale, a “Secondary Sale,” and such fee, a “Secondary Sale Fee”), and Super Whale will display such terms at point of sale or otherwise within the Services (the limits and other terms, collectively, the “Digital Asset Terms”).
    4. Transacting in Digital Assets. All transactions regarding Digital Assets are managed and confirmed on the Blockchain. You understand that your Blockchain public address may be made publicly visible whenever you engage in a transaction. Super Whale is not and shall not be a party to any transaction or dispute between any initial minter of a Digital Asset (other than any Digital Asset that we mint) and any subsequent owner of such Digital Asset (unless we are the owner of such Digital Asset), whether arising from any rights granted in that Digital Asset or otherwise, unless otherwise set forth in connection with such Digital Asset.
    5. Game Rules. You may be able to use the Services to take certain actions in connection with one or more Digital Assets that results in a swap, trade, or other exchange of that Digital Asset for a modified, new, or otherwise different Digital Asset (each, a “Play”). A Digital Asset that you receive in connection with or as a result of a Play may have different traits than the Digital Asset that you used in such Play, such as traits that represent different elements of rarity or “level” status. Super Whale does not represent that any Digital Asset that you receive from a Play will have similar or equivalent attributes or value to the Digital Asset that you originally used in such Play. Super Whale shall have no liability to you in connection with (i) any Digital Asset that you use in a Play, or (ii) any Digital Asset that you receive in connection with a Play. In some instances, a Play may result in a Digital Asset being sent to a null address, erased, or otherwise rendered unusable (“Burned”), in each case in accordance with the then-current functionality of the Services and any in-game supplemental terms. Any action that results in such Digital Asset being irrevocably modified or Burned is permanent and irreversible. You acknowledge and agree that Super Whale shall not be liable to you in connection with any Digital Asset that is irrevocably modified and/or Burned as a result of or in connection with your use of the Services.
    6. Marketplace. Certain Digital Assets can be bought, sold, and traded with other users on the Super Whale marketplace (“Marketplace”). Pricing and payment terms on the Marketplace, including specific details relating to the offering of any Digital Assets, will be set forth at the point of sale. Super Whale may, in its sole discretion, limit the use of the Marketplace to the listing and sale of certain Digital Assets or collections of Digital Assets. Digital Assets listed on the Marketplace are being offered by the individuals seeking to sell such Digital Assets (“Sellers”), and the actual contracts for sale are between the Sellers and the individuals seeking to buy such Digital Assets (“Buyers”). A user who has purchased a Digital Asset on the Marketplace, whether in its initial sale or via Secondary Sale, may be able to resell that Digital Asset on the Marketplace and/or on a third-party marketplace, subject to these Terms of Use and any supplemental terms and conditions. Except where explicitly set forth at point of sale, Super Whale is not the Seller of any Digital Asset listed on the Marketplace and will not provide or deliver any Digital Assets. While we may, in our discretion, help facilitate resolution of Disputes through various programs, we have no control over the ability of Sellers to sell or receive compensation for Digital Assets, the ability of Buyers to purchase or pay for Digital Assets, or that a Buyer and Seller will actually complete a transaction on the Marketplace. While Super Whale may provide pricing and guidance for Digital Assets sold by Sellers on our Marketplace, such information is solely informational. We do not have control over the quality, safety, timing, legality, failure to provide, or any aspect whatsoever of any Digital Assets advertised or sold by Sellers, or of the integrity, responsibility, or any actions of any users. Super Whale makes no representations about any transactions or interactions, whether public, private, online or offline, including with regard to the suitability, reliability, timeliness or accuracy thereof.
    7. Selling on the Marketplace. PLEASE CAREFULLY READ THIS IMPORTANT INFORMATION ABOUT PROCEDURES FOR SELLING ON THE MARKETPLACE BEFORE USING THE MARKETPLACE. To help prevent the funding of terrorism and money laundering activities, Super Whale may ask you to provide additional information or copies of identifying documents that will allow us and/or our dApp Providers (defined below) to identify you. We reserve the right to require you to provide such additional information and documents. Failure to provide such information upon request, as well as any other violation of these Terms of Use, may result in your removal from the Services and/or a termination of your ability to sell, purchase or use Digital Assets via the Marketplace. By using the Marketplace to offer for sale or sell a Digital Asset, you hereby appoint Super Whale as your limited agent for the sole purpose of receiving, holding and settling payments due and owed to you arising out of the sale of Digital Assets through the Services. Subject to these Terms of Use, Super Whale will process such payments and settle payments that are actually received by Super Whale , less any amounts owed to Super Whale , including taxes, fees and other obligations as applicable. You agree that a payment received by Super Whale on your behalf satisfies the payor’s obligation to make payment to you, regardless of whether Super Whale actually settles such payment to you. If Super Whale does not settle any such payments to you as described in these Terms of Use, you will have recourse only against Super Whale and not the payor, as payment is deemed made by the payor to you upon constructive or actual receipt by Super Whale .
    8. DISCLAIMERS WITH RESPECT TO THE SERVICES. ANY INFORMATION PROVIDED BY OR ON BEHALF OF Super Whale ON ANY PLATFORM OR THROUGH THE SERVICES IS FOR INFORMATIONAL AND ENTERTAINMENT PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS, NOR IS IT INTENDED AS, AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, ANY INTEREST IN ANY SECURITY, ENTITY, INVESTMENT VEHICLE OR CONTRACT, INCLUDING, BUT NOT LIMITED TO, WITH RESPECT TO DIGITAL ASSETS.
    9. Updates. You understand that the Services are evolving. As a result, we may require you to accept updates to continue to use any portion of the Services. You acknowledge and agree that we may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use the Services. Any future release, update or other addition to the Services shall be subject to these Terms of Use. Super Whale , its suppliers and service providers reserve all rights not granted in these Terms of Use. Any unauthorized use of any Services terminates the licenses granted by us pursuant to these Terms of Use.

  3. INTELLECTUAL PROPERTY RIGHTS

    1. Ownership. Unless otherwise indicated in writing by us, the Services and all content and other materials contained therein, including, without limitation, all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, the “Content”), are the proprietary property of Super Whale or our affiliates, licensors or users, as applicable. The Super Whale logo and any Super Whale product, service name, logo, slogan, trademark and service mark contained therein (the “Marks”) are owned, controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the Cayman Islands, foreign jurisdictions and international conventions. Except as expressly provided in these Terms of Use, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Super Whale .
    2. Access to Services. Subject to your ongoing compliance with these Terms of Use and eligibility to use the Services, you are hereby granted a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, “as is” right to access and use the Services and Content for your own personal, non-commercial use; provided, however, that (except as and solely to the extent expressly set forth herein) such right does not include any right to (i) sell, resell, or use commercially the Services or Content, (ii) distribute, publicly perform, or publicly display any Content, (iii) modify or otherwise make any derivative uses of the Services or Content, or any portion thereof, (iv) use any data mining, robots, or similar data gathering or extraction methods, (v) download (other than page caching) any portion of the Services or Content, except as expressly permitted by us, and (vi) use the Services or Content other than for their intended purposes. We reserve all rights not expressly granted hereunder in and to the Services and all components thereof, including without limitation the Site, the App, the Content, and the Marks.
    3. Legacy Digital Asset License. With respect to any Digital Asset sold by Super Whale prior to April 22, 2022 (each, a “Legacy Digital Asset”), the terms of this Section 3(c) and only the terms of this Section 3(c) shall apply. Super Whale hereby grants you a limited, revocable, royalty-free, worldwide right and license to use the artwork, if any, contained within such Legacy Digital Asset in order to create certain derivative works thereof in digital or tangible form (the “Fan Art”), solely for personal, non-commercial use. Fan Art (i) shall not include any Marks (including without limitation any Super Whale logo, Super Whale Shard logo, SLP logo, etc.); (ii) must be clearly and prominently designated in all manners and mediums as “Super Whale Fanart”; and (iii) if displayed in any online format, must link (1) to https://www.SuperWhale.co/ AND (2) directly to the precedent Legacy Digital Asset. If you are the then-current owner of any Legacy Digital Asset, you are granted a limited license, subject to these Terms of Use, to create Fan Art from such Legacy Digital Asset and to use such Fan Art for commercial purposes; provided that your revenue from Fan Art derived from such Legacy Digital Asset must not exceed ten thousand U.S. Dollars ($10,000), except subject to the execution of a separate commercial license agreement between you and Super Whale .
    4. Digital Asset Terms. With respect to any Digital Asset sold by Super Whale and purchased, acquired, or otherwise received by you, unless otherwise set forth at point of sale or of such Digital Asset, the following Digital Asset Terms shall apply:
      1. OWNERSHIP OF DIGITAL ASSETS AND ARTWORK. Each Digital Asset may embody or include certain artwork owned or created by Super Whale (the “Artwork”). You acknowledge and agree that Super Whale owns all legal right, title and interest in and to the Artwork, and all intellectual property rights therein. Digital Assets may also embody or include one or more Marks (collectively with the Artwork embodied by such Digital Asset, the “Visual IP”). The Visual IP is neither stored nor embedded in the Digital Assets but is accessible through the Digital Assets. ALTHOUGH EACH DIGITAL ASSET ITSELF IS OWNED BY ITS THEN-CURRENT OWNER, THE VISUAL IP EMBODIED THEREIN IS LICENSED, PURSUANT TO THESE DIGITAL ASSET TERMS, AND NOT TRANSFERRED OR SOLD, TO SUCH OWNER. The rights that you have in and to the Visual IP are limited to those expressly set forth in these Digital Asset Terms. Super Whale and its licensors reserve all rights in and to the Visual IP not expressly granted to you herein.
      2. LICENSES. Subject to your lawful purchase or acquisition of a Digital Asset and your continued compliance with these Digital Asset Terms, Super Whale grants you a worldwide, non-exclusive, revocable, royalty-free license, with no right to sub-license, (a) to display the Visual IP, solely for the following purposes: (i) for your own personal, non-commercial use (e.g., display in a virtual gallery, on a mobile device, as an avatar, or in your home); (ii) through or as a part of a marketplace that permits the purchase and sale of your Digital Assets in connection with such potential purchase or sale, provided that the marketplace cryptographically verifies rights to ensure that only the actual owner can offer a Digital Asset for sale; or (iii) as part of a third-party website or application that permits the inclusion, involvement, or participation of your Digital Assets, provided that the website/application cryptographically verifies rights to ensure that only the actual owner can display the Digital Asset; and (b) to access certain limited features or exercise certain privileges on or through the Services, including to play the games enabled thereby, in each case in accordance with the functionalities of such Services and as may be modified by Super Whale from time to time in Super Whale ’s sole discretion. Super Whale PROVIDES EACH DIGITAL ASSET, LICENSES THE VISUAL IP TO THE THEN-CURRENT OWNER OF THE DIGITAL ASSET, AND PROVIDES THE SERVICES ON AN “AS IS” BASIS. Super Whale EXPRESSLY DISCLAIMS ANY WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE LICENSE TO DISPLAY THE VISUAL IP EMBODIED BY A DIGITAL ASSET IS AUTOMATICALLY AND ALWAYS TRANSFERRED WITH THE DIGITAL ASSET AS PROVIDED IN THESE DIGITAL ASSET TERMS. OTHERWISE, THE LICENSE TO DISPLAY THE VISUAL IP EMBODIED BY EACH DIGITAL ASSET IS NON-TRANSFERABLE. You acknowledge that the license granted to you in these Digital Asset Terms applies only to the extent that you lawfully purchased or acquired a Digital Asset and, with respect to any such Digital Asset, for so long as you own such Digital Asset. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Digital Asset for any reason, the license granted in these Digital Asset Terms will immediately terminate with respect to such Digital Asset without the requirement of notice, and you will have no further rights in or to the Visual IP embodied by such Digital Asset. The license granted in these Digital Asset Terms will also automatically terminate, with all rights returning to Super Whale , if: (a) you breach these Digital Asset Terms or the Terms of Use, which shall include any unauthorized transfer or acquisition of a Digital Asset; or (b) you engage in any unlawful business practice related to Digital Assets. In the event that you did not lawfully purchase or acquire a Digital Asset or upon any termination of the license granted in these Digital Asset Terms, Super Whale may disable your access to the Visual IP and/or deny you access to the Services and/or any further benefits, services, or goods associated with the Digital Asset.
      3. RESTRICTIONS. You agree that you will not, nor will you cause or permit any third party to, do or attempt to do, any of the following without Super Whale ’s express prior written consent in each case: (i) modify, distort, or perform any other change to the Visual IP in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Visual IP as a brand or trademark or to advertise, market, or sell any product or service (other than an authorized offering of a Digital Asset itself); (iii) use the Visual IP 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 or promote illegal activities; (iv) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Visual IP; (v) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Visual IP; (vi) use the Visual IP in connection with disparaging statements about Super Whale and/or its affiliated companies, or otherwise damage the goodwill, value, or reputation of Super Whale , or represent or imply that your exercise of the licenses granted hereunder is endorsed by Super Whale and/or its affiliated companies; or (vii) otherwise utilize the Visual IP for your or any third party’s commercial benefit (except as otherwise permitted herein and/or other than an authorized offering of the Digital Asset itself). These restrictions will survive the expiration or termination of licenses granted hereunder. Without limiting the foregoing, the license granted by these Terms of Use does not include: (a) the right to use the Visual IP in connection with additional digital assets; or (b) the right to create derivative works of the Visual IP. You may not use or attempt to register any asset (including, without limitation, any domain names, social media accounts, or related addresses) that contains or incorporates any Visual IP, or any other representation, name, or mark that may be confusingly similar to any of Super Whale ’s intellectual property.
      4. TRANSFERRING YOUR DIGITAL ASSET. You may transfer to a third party any Digital Asset that you lawfully own to a third party, subject to these Terms of Use. If you transfer any Digital Asset, you must make the transferee aware of, and you must cause any such transferee to agree in writing to comply with and be bound by, these Digital Asset Terms. You acknowledge and agree that any transfer of a Digital Asset, by you or by the then-current owner, is subject to Super Whale ’s then-current fee as set forth in the Services.

  4. COMMUNICATIONS

    By accessing or using the Services, you consent to receive communications from us by electronic means (e.g., via email, Discord, or by posting notices to the Services). These communications may include notices about your use of the Service (e.g., transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we publish electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We have no obligation to store for your later use or access any such electronic communications.

  5. USER REGISTRATION

    1. Creating an Account. In order to access certain features of the Services, you may be required to create an account on the Services (“Account”). In creating an Account, you agree to (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form, including contact information such as your email (the “Registration Data”);(ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete; (iii) consent to us using your Registration Data in any manner permitted under applicable law, including sharing it with third parties; and (iv) consent to receive electronic communications from us (e.g., via email or other means) regarding notices about your account and other promotional and marketing communications from us or third parties with whom we have shared your contact information. You represent that you are (A) at least eighteen (18) years old; and (B) not a person barred from using the Services under the laws of your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You are responsible for any use of any payment instrument (e.g., your digital wallet) initiated or enabled by or through your Account. You may not share your Account or password with anyone, and you agree to notify Super Whale immediately of any unauthorized use of your password or any other breach of security. If you provide any information (including without limitation Registration Data) that is untrue, inaccurate, not current, or incomplete, or Super Whale has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current, or incomplete, Super Whale has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself, except to the extent expressly permitted by us in writing. Super Whale reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Super Whale .
    2. User Representations and Warranties. When you use the Services, you hereby represent and warrant, to and for the benefit of Super Whale , its affiliates, and their respective representatives, as follows:
      • Authority. You have all requisite capacity, power and authority to enter into, and perform your obligations under these Terms.
      • Accuracy of Information. All information provided by you to Super Whale and/or its third-party designees, including Registration Data, is accurate and complete. None of: (i) you; (ii) any of your affiliates; (iii) any other person having a beneficial interest in you; or (iv) any person for whom you are acting as agent or nominee in connection with these Terms is: (A) a country, territory, entity or individual included in any trade embargoes or economic sanctions list (such as the United Nations Security Council sanctions list or the Office of Foreign Assets Control of the U.S. Department of the Treasury list as provided at http://www.treas.gov/ofac), or a person or entity prohibited under the OFAC programs, regardless of whether or not they appear on the OFAC list, or a person or entity included in the denied persons or entity list of the U.S. Department of Commerce; or (B) a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure.
      • Independent Investigation and Non-Reliance. You are sophisticated, experienced and knowledgeable regarding blockchain technologies and digital assets. Additionally, you have conducted an independent investigation of the Services and the matters contemplated by these Terms, have formed your own independent judgment regarding the benefits and risks of and necessary and desirable practices regarding the foregoing, and, in making the determination to use the Services, you have relied solely on the results of such investigation and such independent judgement. Without limiting the generality of the foregoing, you understand, acknowledge and agree that the legal requirements pertaining to blockchain technologies and digital assets generally, including the Digital Assets, are uncertain, and you have conducted an independent investigation of such potentially applicable legal requirements and the resulting risks and uncertainties, including the risk that one or more governmental entities or other persons may assert that any digital assets or cryptographic tokens (including the Digital Assets) may constitute securities under applicable legal requirements. You hereby irrevocably disclaim and disavow reliance upon any statements or representations made by or on behalf of, or information made available by, Super Whale , in determining to enter into these Terms of Use or use the Services.
      • Litigation. There is no legal proceeding pending that relates to your activities relating to the Services or other token- or digital asset- trading or blockchain technology-related activities.
      • Compliance. You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies or token trading activities. No investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity or practice.

    You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.

  6. FEES AND PAYMENT

    1. All pricing and payment terms for Digital Assets are as indicated at point of sale or otherwise on the Services, and any payment obligations you incur are binding at the time of purchase. You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which you have contracted to pay at the time of purchase. For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, shall impact or excuse your obligations with respect to any purchase. Whether a particular cryptocurrency is accepted as a payment method by Super Whale is subject to change at any time in Super Whale ’s sole discretion.
    2. When you purchase a Digital Asset, you agree that you have read, understand, and agree to be bound by any Digital Asset Terms applicable to the sale of that Digital Asset, including any Secondary Sale Fee (regardless of whether such Secondary Sale Fee is enforced or supported by the platform, blockchain or marketplace that facilitates a Secondary Sale). You further agree that you will bind any subsequent purchaser of the Digital Asset to such Digital Asset Terms.
    3. Payment processing and related services (e.g., digital wallet management, card acceptance, merchant settlement) for the Services will be performed by Super Whale ’s third-party dApp providers, such as Metamask and Ronin Wallet (each, a “dApp Provider”). Your use of the Services and the payment processing and related services provided by a dApp Provider is subject to your agreement(s) with such dApp Provider for such Services and payment processing and related services, as may be modified by the dApp Provider from time to time (collectively, “dApp Provider Agreement”). As a condition of using the dApp Provider’s payment processing and related services, you must provide accurate and complete information, and you authorize us to share this information with the dApp Provider and to charge your payment method for all amounts that may become due under this Agreement. Your use of the dApp Provider’s payment processing and related services is conditioned upon your compliance with the dApp Provider Agreement, and if the dApp Provider Agreement is terminated by the dApp Provider, you may not be able to use the Services, or you may have your use of the Services suspended or terminated. We may change or add other payment processing services at any time upon notice to you, which may be subject to additional terms or conditions. We will have no control over the dApp Provider’s payment processing and related services and cannot reverse or refund any transactions.
    4. Each Blockchain may require the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on such Blockchain, such Gas Fee to be based on the structure and composition of such Blockchain. This means that you may need to pay a Gas Fee for each transaction that occurs via the Services. Gas Fees may vary based on market conditions on the applicable Blockchain, and Super Whale shall have no liability to you in connection with the same.
    5. In addition to the Gas Fee, each time you use a Smart Contract to conduct a transaction with another user via the Marketplace or other parts of the Services, you authorize us to collect a commission based on the total value of that transaction (each, a “Commission”). You acknowledge and agree that the Commission will be transferred directly to us through the Blockchain as a part of the applicable transaction.
    6. If Super Whale determines it has a legal obligation to collect any Sales Tax (including, without limitation, any taxes that may become payable as the result of your purchase or sale of any of your Digital Assets) from you in connection with these Terms, Super Whale shall collect such Sales Tax. If any services or products, or payments for any services or products, under this Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Super Whale , you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Super Whale for any liability or expense Super Whale may incur in connection with such Sales Taxes. Upon Super Whale ’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section,“Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

  7. USER CONTENT

    1. “User Content” means any information and content that a user submits to, or uses with, the Services (e.g., content in the user’s profile or postings) or any of Super Whale ’s profiles on other properties (e.g., Discord). 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 set forth in Section 10. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Super Whale . Since 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. Super Whale 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.
    2. You hereby grant (and you represent and warrant that you have the right to grant) to Super Whale 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, to provide and improve the Services and our other products and services. 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.
    3. We reserve the right (but have no obligation) to review, refuse and/or remove any User Content in our sole discretion, 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 access to the Service in accordance with Section 11, and/or reporting you to law enforcement authorities.
    4. You acknowledge and agree that submission of any questions, comments, suggestions, ideas, documents, proposals, feedback, or other information regarding the Services (“Submissions”) provided by you to us is at your own risk and that Super Whale has no obligations (including without limitation obligations of confidentiality) with respect to such Submissions. You hereby grant to Super Whale a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Submissions, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or Super Whale ’s business. To the fullest extent permitted by applicable law, you hereby waive any moral rights to any such Submissions that would limit the foregoing license grant, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions and grant the foregoing licenses.

  8. INTERACTIONS WITH OTHER USERS

    You are solely responsible for your interactions with other users and any other parties with whom you interact; provided, however, that we reserve the right, but have no obligation, to intercede in any disputes between users. The Services may contain User Content provided by other users. We are not responsible for and do not control User Content. We have no obligation to review or monitor, and do not approve, endorse or make any representations or warranties with respect to, User Content, including without limitation any User Content embodied by or otherwise made available through the Services. You use all User Content and interact with other users at your own risk. You agree that Super Whale will not be responsible for any liability incurred as the result of your interactions with other users. When interacting with other users you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting offline with other persons whom you don’t know. WE, OUR SUBSIDIARIES, AFFILIATES, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS AND LICENSORS (EACH, AN “Super Whale PARTY” AND COLLECTIVELY “Super Whale PARTIES”) ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE. NO Super Whale PARTY WILL BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR INTERACTIONS WITH OTHER USERS OF THE SERVICE OR YOUR USE OF OR YOUR USE OF OR INABILITY TO USE ANY DIGITAL ASSET PURCHASED FROM A SELLER.

  9. THIRD-PARTY WEBSITES AND CONTENT

    The Services may contain links to third-party websites (“Third-Party Websites”) as well as articles, photograph, text, graphics, pictures, designs, music, sound, video, information, applications, advertisements, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). When you click on a link to a Third-Party Website or Third-Party Content, we will not warn you that you have left the Services and you become subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Content are not under the control of Super Whale and 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 Site and/or the App; any Third-Party Content posted on, available through, or installed from the Site and/or the App; or any advertisements placed on the Site and/or the App, any services provided on the Site and/or the App, or products sold through those advertisements; 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 Site and/or the App 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 of these Terms of Use 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 the Site and/or the App or relating to any applications you use or install from the Site and/or the App. 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 hereby waive any claims against Super Whale Parties arising from or related to any Third-Party Content or Third-Party Websites. If you are an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Site and/or the App, including, but not limited to, intellectual property rights, publicity rights, and contractual rights.

  10. ACCEPTABLE USE POLICY

    You may not access or use the Services for any purpose other than that for which we make the Services available.

    You shall not (and shall not permit any third party) to:

    • use the Services for any purpose that is prohibited by this Agreement or is inconsistent with applicable law, rule, or regulation;
    • access the Services through automated or other non-human means, whether through a bot, script or otherwise, except subject to a separate written agreement with us for the following purposes:
      • Scholarship management.
      • Building public tools and bots that facilitate transparency and analysis.
      • Building private, non-commercial tools which store data for analytical purposes. Note that anyone abusing public APIs by spamming requests may be banned from using such APIs in the future.
      • Breeding, EXCEPT when there is a breeding event happening. Super Whale will announce these events in advance on Discord, Twitter, or similar communication Interacting with the breeding Smart Contracts directly during breeding events is expressly prohibited;
    • Frame or use framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of Super Whale ;
    • Use any metatags or other “hidden text” using Super Whale ’s name or trademarks;
    • Modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Services, except to the extent the foregoing restrictions are expressly prohibited by applicable law;
    • Remove or destroy any copyright notices or other proprietary markings contained on or in the Services;
    • Take any action or make available any content on or through the Services that (i) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane, including without limitation in an attempt to learn sensitive Account information such as user passwords; (ii) constitute unauthorized or unsolicited advertising, junk or bulk e-mail; (iii) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Super Whale ’s prior written consent; (iv) impersonates any person or entity, including any employee or representative of Super Whale , or uses the username of another user; or (v) interferes with or attempts to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by this Agreement. Without limiting the foregoing, except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means;
    • Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
    • Use a buying agent or purchasing agent to make purchases on the Services;
    • Circumvent, disable, bypass, or otherwise interfere with or attempt to interfere with any security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein;
    • Make improper use of our support services or submit false reports of abuse or misconduct;
    • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools, except for the allowable purposes enumerated at the beginning of this Section 10;
    • Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Site;
    • Sell or otherwise transfer or attempt to transfer your Account;
    • Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise not expressly permitted hereunder;
    • Disparage, tarnish, or otherwise harm or attempt to harm Super Whale and/or any of the Services, as determined by us in our sole discretion;
    • Use the Blockchains to carry out any illegal activities in connection with or in any way related to your access to and use of the Services, including but not limited to money laundering, terrorist financing, or deliberating engaging in activities designed to adversely affect the performance of the Blockchains or the Services;
    • Engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading practices;
    • Engage in any practice that aims to manipulate the outcome of any Super Whale match, whether in the arena or tournaments or engage in any sort of match-fixing, win-trading, or colluding between competitors that goes against the spirit that all players should play to the best of their abilities, as determined by Super Whale in our sole discretion; or
    • Use an Super Whale non-fungible token(s) in any manner not then-currently permitted (a) by the rules of the applicable game; or (b) as communicated by Super Whale through official channels such as Discord, Twitter, Substack or other means of communication. Use of an Super Whale non-fungible token(s) in any prohibited manner may result in the disqualification and ineligibility of Accounts for rewards, prizes, or other benefits that would otherwise be available to eligible Accounts.

    The rights granted to you in these Terms of Use are subject to your compliance with the restrictions set forth in this Section. Any future release, update or other addition to the Services shall be subject to the Terms of Use.

    By using the Services, you further represent and warrant that (1) you (a human being) will only use one Account to earn tokens in any 24-hour period; (2) you, as an Super Whale owner, are responsible for the actions of any “scholars” (players using any Super Whales you own) that play on your behalf, and that their actions can have consequences for any connected Accounts that you own; (3) you will not manipulate the energy system, such as gifting Super Whales to make use of more energy (This goes under multi-accounting).

    For the avoidance of doubt, within any 24-hour period, (i) you may use the Services on one Account across multiple devices; (ii) multiple people including you may log in to a single Account; and (iii) you may own multiple Accounts (however, you cannot play using multiple Accounts in any 24-hour period).

    Super Whale may restrict or refuse, at its sole discretion, the provision of the Services in certain countries or regions. The Services may not be intended for use in your jurisdiction. You are solely responsible for ensuring that your use of the Services complies with applicable law.

  11. TERMINATION

    If you want to terminate the Services, you may do so by (a) notifying us at any time; and (b) closing your Account; provided, however, that notwithstanding any such termination and for the avoidance of doubt, these Terms will continue to apply with respect to any Digital Asset owned by you and all of your User Content. These Terms of Use remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, TERMINATE THIS AGREEMENT AND/OR DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES) TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR FOR VIOLATION OF ANY APPLICABLE LAW, RULE, OR REGULATION. WE MAY TERMINATE YOUR USE OF OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT WITHOUT WARNING, IN OUR SOLE DISCRETION. If we terminate or suspend your Account for any reason, you are prohibited from registering and creating a new Account under your name, a fake or a borrowed name, or the name of any third party, or from otherwise using the Services, even if you are acting on behalf of the third party. In addition to terminating and suspending your Account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress, as set forth in more detail in Section 17, below. You understand that any termination of your right to access and use the Services may involve deletion of your User Content associated with your use of the Services from our live databases. Super Whale will not have any liability whatsoever to you for any termination of your rights under this Agreement, including for termination of your right to access and use the Services or deletion of your User Content. All sections intended by their nature to survive will survive the termination of this Agreement.

  12. GOVERNING LAW

    These Terms of Use and your use of the Services are governed by and constructed in accordance with the laws of the Cayman Islands, as applicable to agreements made and to be entirely performed in the Cayman Islands, without regard to its conflicts of law principles.

  13. DISPUTE RESOLUTION

    1. Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally and in good faith for at least the lesser of (i) the time necessary to resolve such Dispute or (ii) thirty (30) days before initiating the arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
    2. Binding Arbitration. If a Party is unable to resolve a Dispute through informal negotiations, the Disputes (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer-Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitration compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, we will pay all the arbitration fees and expenses. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration can take place in the Cayman Islands. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgement on the award entered by the arbitrator. If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in the Cayman Islands, sitting in Grand Cayman, and the Parties hereby consent to and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. In no event shall any Dispute brought by either Party related in any way to Services be commenced more than one (1) year after the cause of the action arose. Each Party agrees that, if this provision is found to be unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed or jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
    3. Exceptions to the Informal Negotiations and Arbitration. The Parties agree that the following Disputes are not subject to the above provision concerning informal negotiations and binding arbitration: (a) any Dispute seeking to enforce or protect, or concerning the validity of, the intellectual property rights of a Party, (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. Each Party agrees that, if any portion of this provision is found to be unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be unenforceable, and such Dispute shall be decided by a court of competent jurisdiction located in the Cayman Islands, sitting in Grand Cayman.

  14. DISCLAIMERS

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICES ARE AT YOUR SOLE RISK, AND THAT THE SERVICES 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, Super Whale PARTIES MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES AND ANY PART OF THEM (INCLUDING, WITHOUT LIMITATION, THE SITE, ANY SMART CONTRACT, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, AND RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Super Whale PARTIES DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE, (III) THE SERVICES OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SERVICES 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. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ETHEREUM NETWORK, RONIN NETWORK, THE METAMASK ELECTRONIC WALLET, RONIN ELECTRONIC WALLET, OR ANY OTHER THIRD-PARTY SERVICES OR THIRD-PARTY BLOCKCHAINS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK. THE DIGITAL ASSETS, INCLUDING THE Super WhaleS, ARE INTANGIBLE ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE RONIN NETWORK. ALL DIGITAL ASSETS EXIST ONLY BY VIRTUE OF THE RECORD THEREOF ON THE DECENTRALIZED LEDGER WITHIN THE RONIN NETWORK. Super Whale HAS NO CONTROL OVER AND MAKES NO GUARANTEES OR PROMISES WITH RESPECT TO ANY DIGITAL ASSETS. Super Whale IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF OR INHERENT TO BLOCKCHAIN TECHNOLOGY, INCLUDING BUT NOT LIMITED TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORTS AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING ANY BLOCKCHAIN NETWORK OR INCLUDING FORKS, TECHNICAL NODE ISSUES, AND ANY OTHER ISSUES RESULTING IN LOSSES OF FUNDS. YOU ACKNOWLEDGE AND AGREE THAT THE Super Whale PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD ANY Super Whale PARTY LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF ECONOMIC DAMAGES FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU UNDERSTAND THAT Super Whale DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS. Super Whale MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON. YOU ACKNOWLEDGE AND AGREE THAT Super Whale DOES NOT CONDUCT BACKGROUND CHECKS ON ANY USER. Super Whale MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. We are not responsible for any losses or harms sustained by you due to vulnerability or any kind of failure, abnormal behavior of software (e.g., smart contract), blockchains, or any other features of or inherent to the Digital Assets. We are not responsible for casualties due to developers’ or representatives’ delay or failure to report any issues with any blockchain supporting Digital Assets, including without limitation forks, technical node issues, or any other issues that result in losses of any sort. We do not transfer legal ownership of Digital Assets from the Seller to the Buyer. Further, we cannot guarantee continuous or secure access to the Services and operation of the Services may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions.

  15. LIMITATION OF LIABILITY

    YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE Super Whale PARTIES WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS OF USE OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE THE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (e) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF AN Super Whale PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY AN Super Whale PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY AN Super Whale PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. YOU AGREE AND ACKNOWLEDGE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE Super Whale PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO Super Whale BY YOU IN THE TRANSACTION OR INCIDENT THAT IS THE SUBJECT OF THE CLAIM OR (B) ONE HUNDRED US DOLLARS (US $100.00). YOU AGREE AND ACKNOWLEDGE THAT WE HAVE MADE THE SERVICES AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. WE WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO YOU WITHOUT THESE LIMITATIONS. THE FOREGOING LIMITATIONS OF LIABILITY APPLY TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.

  16. ASSUMPTION OF RISK

    You accept and acknowledge each of the following:

    1. The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Digital Assets, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of Digital Assets will not lose money.
    2. You are solely responsible for determining what, if any, taxes apply to your Digital Asset-related transactions. Super Whale is not responsible for determining the taxes that apply to your transactions on the Services.
    3. The Services do not store, send, or receive Digital Assets. This is because Digital Assets exist only by virtue of the ownership record maintained on the applicable Digital Asset’s supporting blockchain. Any transfer of Digital Assets occurs only on the supporting blockchain, and not on the Services.
    4. There are risks associated with using Digital Assets and cryptocurrencies, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Blockchains or any other blockchain, however caused.
    5. A lack of use or public interest in the creation and development of distributed ecosystems (including without limitation the Blockchains) could negatively impact the development of the Super Whale ecosystem, and therefore the potential utility or value of Digital Assets.
    6. The legal and regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Super Whale ecosystem, and therefore the potential utility or value of Digital Assets.
    7. Upgrades to the Blockchains may have unintended, adverse effects on the Services, including any Digital Assets made available by Super Whale .

  17. INVESTIGATIONS

    If we become aware of any possible violations by you of these Terms of Use, we reserve the right to investigate such violations. If, as a result of the investigation, we believe that criminal activity may have occurred, we reserve the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. We are entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including your Content, in Super Whale ’s possession in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce these Terms of Use, (iii) respond to any claims that your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Super Whale , its users, or the public, and all law enforcement or other government officials, as Super Whale in its sole discretion believes to be necessary or appropriate. By agreeing to these Terms of Use, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning your use of the Services, including without limitation text, voice, or video communications.

  18. INDEMNIFICATION

    To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Super Whale and the Super Whale Parties from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to these Terms of Use or your use of the Service or the Service, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Service, User Content, or any Digital Assets, (b) any Submissions you provide, (c) your violation of these Terms of Use, and (d) your violation of the rights of any third party, including another user. You agree to promptly notify Super Whale of any third-party Claims and cooperate with the Super Whale Parties in defending such Claims. You further agree that the Super Whale Parties shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND Super Whale .

  19. RELEASE

    You hereby release and forever discharge Super Whale and the Super Whale Parties from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including any interactions with, or act or omission of, other users). IN CONNECTION WITH THE FOREGOING YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, OR ANY SIMILAR LAW OR RULE IN YOUR JURISDICTION, WHICH STATES IN SUBSTANCE: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

  20. MISCELLANEOUS

    These Terms of Use and any policies or operating rules posted by us on the Services, or with respect to the Services, constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. You may not assign these Terms of Use, or any of your rights or obligations hereunder, by operation of law or otherwise, without our prior written consent. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, and unenforceable, that provision or part of the provision will be construed in a manner to reflect, as nearly as possible, the original intention of the Parties, and the remaining portions will remain in full force and effect. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Services. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. The communications between you and Super Whale may take place via electronic means, whether you visit the Services or send Super Whale e-mails, or whether Super Whale posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Super Whale in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Super Whale provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, which may include without limitation the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”) or any comparable law or rule of your jurisdiction.

LAST UPDATED: Feb 3rd, 2024