JAKAVERSE TERMS OF USE

These Terms of Use (the “Terms”) set forth the terms and conditions under which Mr.Jakaphan Prachuabmoh, (the “Company” or “We”) and you as the user of the Jakaverse platform, a decentralized and community-driven platform created and managed on Web 3 foundation by us (“Jakaverse”) that contains various functionalities, including without limitation NFT (as defined below) first sale, NFT creation platform and marketplace, games, blog and events and any other rewarding features and functions made available from time to time by the Company, all of those functions and features are referred to herein as the "Tools".

Please read these Terms that will govern your access to, use of, and interaction with Jakaverse, including any content, functionality, and Tools offered on or through Jakaverse and your creation of any Assets (as defined below) and/or Games (as defined below) (collectively, the “Services”).

Acceptance of the Terms

By using or otherwise access the Tools or any other Services of Jakaverse, it shall be deemed that you:
accept and agree to be bound by these Terms;
accept that the Tools are still in testing phase and that you use at your own risk, as further explained hereunder;
accept and understand that associated risks that the digital assets may have in the future, for the clarity purpose, you acknowledge and agree that cryptography in digital assets world is a progressing field - advances in code cracking or technical advances may present risks to smart contracts, and the Tools, which could result in the theft or loss of your cryptographic tokens or property, among other potential consequences which the Company shall not be able to guarantee or represent in whatsoever form;
consent to the collection, use, disclosure and other handling of information by the Company as described in the Privacy Policy (deeplink). If you do not agree to the Terms, then you must not access or use the Tools or the Services.

Disclaimer and Modification of Terms of Use

You acknowledge and agree that your use of the Tools and the Services of Jakaverse is at your sole risk. The Tools and Services on Jakaverse are provided on an "AS IS" and "AS AVAILABLE" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement.

The Company reserves the right, at the sole discretion, to modify or replace the Terms at any time; provided that the Company will announce the modifications thereof on Jakaverse where you shall be responsible for reviewing and becoming familiar with any such modifications. Your continuous use of Jakaverse after any modification to the Terms constitutes your acceptance of the Terms as modified.

Eligibility

You hereby represent and warrant that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms, including without limitation:

you are representing and warranting that you are of the legal age of maturity in your jurisdiction;
you are otherwise legally permitted to use Jakaverse in your jurisdiction including owning cryptographic tokens, and interacting with the Jakaverse, Tools, Services or Content in any way; and
you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that the Company is not liable for your compliance or failure to comply with such laws.

Account Access and Security

Account used to access Jakaverse (the “Account”) is provided via a third party private key manager selected by you to connect and interact with the Company and/or other users on Jakaverse (the “Private Key Manager”), which the Company does not have any controlling or intervention power over. You, therefore, shall acknowledge and accept that:

you and the Private Key Manager are entirely responsible for security related to the Account;
the Company bears no responsibility for any breach of security or unauthorized access to your Account that will be caused and arisen directly between you and the Private Key Manager; and
you are solely responsible for all activities conducted through your Account whether or not you authorize the activity;
you are solely responsible for maintaining the confidentiality of your Account and for restricting access to your devices. For clarity purposes, you acknowledge and agree that due to the nature of Jakaverse, the decentralized and self-executed platform, the Company will be unable to remedy any issues that has already been transacted on network;
the Company will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations, or for any reason whatsoever, except fraud on our part, in particular, the Company cannot and will not be liable for any loss or damage arising from your sharing or other loss of your private key or related information, or any other damage or loss arising from unauthorized access to your Account; and
you are solely responsible for determining what, if any, taxes apply to any sale and purchase and any other transaction conducted by you. The Company does not, and will not, have any insight into or control over any transactions conducted by you in Jakaverse, and thus is not responsible for determining the taxes that apply to your transactions entered through the Tools or any other related transaction, and is not to act as a withholding tax agent in any circumstances whatsoever, except obliged under the applicable jurisdiction of the place of incorporation of the Company.

Notwithstanding the above statement relating to the Access security, you shall also acknowledge and understand that transactions that take place using the Tools and/or Services are confirmed and managed via the Ethereum blockchain where your Ethereum public address will be made publicly visible whenever you engage in a transaction using the Tools.

Jakaverse

Jakaverse enables users such as you to:

create, buy, transfer, and trade unique digital assets (each, an “Asset” and together, the “Assets”), which can then be used on Jakaverse for game-making and other defined purposes;
sell-purchase and publish onto land parcels in Jakaverse within which you can create Assets and visual scripting using Jakaverse game or other features, which creates an interactive experience built for, and published on, Jakaverse (each, a “Game”); provided that it is understood that such Game and Assets may be made available for use or purchase to other users of Jakaverse where you will control the pricing and business model (free, free-2-play or premium) while the Company shall not have any intervention or involvement between the transaction undertaken and entered into between you and other users at your own risk.

For clarification purposes, you acknowledge and agree that the Company and Jakaverse do not store, send, or receive any physical assets or games from the relevant user and all the Assets and Games exist only by virtue of the ownership record maintained on the Tools' supporting blockchain in the Ethereum network. Therefore, there is no directly enforceable linkage between the Assets and Games created and transferred in Jakaverse and the physical assets that you can make any claim or demand over.

Asset and Game Creation

You may create, upload, and exchange Assets and create Games that comply with these Terms, including the following requirements:

Assets must be unique. The Company retains the right to moderate and review Assets for copyright infringement and to remove Assets from Jakaverse that potentially violate these Terms, including without limitation the Assets that exhibit obvious visual similarities to a pre-existing Asset as determined at the Company’s sole and final discretion .
Assets and Games must not be pornographic, threatening, harassing, libelous, hate-oriented, harmful, defamatory, racist, xenophobic, or illegal, as will be determined by the Company in its sole discretion.
By uploading an Asset to Jakaverse, you agree never to publish the Asset elsewhere.

You are solely responsible for ensuring that any Assets you submit to the Services comply with any applicable laws and third party rights, including but not limited to any intellectual property rights, privacy rights and publicity rights and You shall acknowledge that the Company always has the right, in its sole discretion, to accept or reject any Assets and/or Games.

Upon the creation or receipt of the Assets and/or Games, you may edit your metadata to adjust title, description, URL link, preview image, and logo. All Metadata (and any URL, images, or logos to which it links or that are uploaded) must comply with these Terms and specifically cannot link to or contain any material or content that is pornographic, threatening, harassing, libelous, hate-oriented, harmful, defamatory, racist, xenophobic, or illegal. We reserve the right to moderate and/or delete any metadata that does not comply with these Terms.

Asset and Game Sale and Payment

You may make your Asset and/or Game available to be sold in the Jakaverse marketplace where You will control the scarcity of the Asset in the Jakaverse marketplace subject to the following terms and conditions and other provisions under these Terms:

any revenue earned in Jakaverse marketplace for sales of the Asset, minus any transaction fees (including without limitation the fee collected by the Company and the network transaction fees), shall be paid to you immediately on the blockchain by the purchaser of your Asset;
if you elect to purchase and/or sell Assets and/or Games on Jakaverse, any financial transactions that you engage in will be conducted solely through the Ethereum network directly and exclusively between you and the counterparties in the peer-to-peer manner. The Company has no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions; and, consequently, the Company shall have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in on Jakaverse;
for the network transaction fees, you acknowledge and agree that the cost of transacting on such technologies is variable and may increase at any time causing impact to any activities taking place on the Ethereum blockchain and such circumstances cannot be controlled or intervened by the Company, consequently, the Company shall not be held liable for changes and fluctuations in value or increased costs whatsoever;
as between you and the Company, you will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on the Company’s net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of Jakaverse (including, without limitation, any Taxes that may become payable as a result of your ownership, transfer, or creation of any Assets and/or Games).

Proprietary Rights

Jakaverse Content

By using the Services, you will encounter “Jakaverse Content”, which includes all of the images, text, information, data, audio, video, graphics and other material included on, or otherwise made available through Jakaverse, excluding your Assets and/or Games. All Jakaverse Content is owned by Jakaverse or its licensors, and is protected by the applicable copyright laws, trademark laws and/or other proprietary rights and laws. As between you and Jakaverse and its licensors:

Jakaverse or its licensors own and retain, solely and exclusively, all rights, title and interest in all Jakaverse Content that we or our licensors create and that we make available to you, including but not limited to any and all copyrights, trademark rights, trade secret rights, patent rights, database rights and other intellectual property and proprietary rights therein;
your use of Jakaverse does not grant you any ownership over any Jakaverse Content, and except for the limited license we grant you under these Terms, in particular as defined under c. below. The Company reserves all rights not expressly granted to you in these Terms;
the Company grant you a limited, non-exclusive, non-sublicensable and non-transferable license to use Tools and/or Services on Jakaverse only as set forth in these Terms;
except as expressly permitted in these Terms, you may not reproduce, distribute, adapt, modify, translate, create derivative works from, publish or otherwise use any portion of the Jakaverse Content for any purpose without express prior written permission from us or the applicable rights holder. Any commercial exploitation of the Services or Jakaverse Content without express prior written permission from us or the applicable rights holder shall be the material breach of your obligations.

OWNERSHIP OF ASSETS AND GAMES

During the use and operation of Jakaverse, you may upload certain Assets and Games that you have created to Jakaverse in accordance with these Terms. Except as otherwise set forth in these Terms:

you remain the owner of your Assets and Games at all times and you are solely responsible for ensuring that any Assets and Games you submit to Jakaverse comply with any applicable laws and third party rights; provided that Jakaverse always has the right, in its sole discretion, to accept or reject any Assets and/or Games based on the monitor of the relevant intellectual property and proprietary rights;.
by using Jakaverse, you grant the Company a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sub-licensable (through multiple tiers), transferable right and license to use, reproduce, publicly display, distribute and adapt the publicly shared Assets and Games for the purposes of developing, distributing, providing, improving, and promoting Jakaverse, our activities, and your publicly shared Assets and Games;
you further grant Jakaverse the right to use your name and trademarks, if any, in connection with our use of your publicly shared Assets and Games.

In particular, for each Asset that is a non-fungible token (a “NFT”) on the blockchain, when you upload an Asset and make it available for sale in Jakaverse marketplace, unless defined otherwise, you explicitly represent and warrant that:

you own or otherwise control all of the rights to your Assets and Games;
the Assets and/or Games are your original creations and are solely the result of your artistic effort;
the Assets and/or Games are free and clear of liens or encumbrances from any source whatsoever and you have secured or will have secured prior to submitting the Assets and/or Games to Jakaverse, any and all necessary rights, clearances and/or licenses with respect to the Assets and/or Games; and
the use of Jakaverse shall not violate or infringe upon the copyright, trademark, privacy, creative or other rights of any person by reason of Jakaverse distribution, exhibition or other use.

For any sale and purchase transactions entered into between you and the counterparty (i.e. end-user), it is agreed and understood as follows:

you retain ownership of all intellectual property rights associated with such Asset but you agree to make a certain number of the Assets available for sale as NFTs;
end users who purchase the Asset own that underlying, purchased NFT completely and have the right to sell, trade, donate, give away, transfer, or otherwise dispose of the NFT as they see fit;
if you make your Assets and Games available to other users hereunder, you acknowledge and accept that such Assets and Games (i) may be made available for purchase in Jakaverse; (ii) can be downloaded from a third party application or website operated by Jakaverse; and (iii) that the purchase of such Assets and Games is governed by these Terms; and
Jakaverse shall not be held liable if another user breaches any of our terms and conditions (including these Terms) and/or creates Assets or Games of which they are not the original creator.

For clarification purposes, you are fully aware and understand that you are solely responsible for safeguarding your Assets and Games, and Jakaverse has no duty to store copies of Assets and Games for future availability to you or any user except as otherwise provided under these Terms.

User Content

“User Content” means any and all information and content that you submit to, or use on Jakaverse (e.g., content in your profile or postings). For those User Content, you:

shall be solely responsible for your User Content and you shall 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.
represent and warrant that your User Content does not violate our Acceptable Use Policy (as defined below) and in particular, not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by the Company;
acknowledge that your User Content may be deleted at any time without prior notice if you are in breach of the defined Terms at the sole and absolute discretion of the Company; and
grant (and you represent and warrant that you have the right to grant) to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in Jakaverse; provided that 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.

In addition to the defined User Content, if you provide Company with any feedback or suggestions regarding Jakaverse (the “Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate; provided that it is understood by you that the Company will treat any Feedback you provide to Company as non-confidential and non-proprietary.

Acceptable Use Policy.

The following terms constitute our “Acceptable Use Policy”:

You agree not to use Jakaverse to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
You agree not to: (i) upload, transmit, or distribute to or through Jakaverse any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through Jakaverse unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use Jakaverse to harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to Jakaverse, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to Jakaverse (or to other computer systems or networks connected to or used together with Jakaverse), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of Jakaverse; or (vi) use software or automated agents or scripts to produce multiple accounts on Jakaverse, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) Jakaverse (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from Jakaverse for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).

The Company reserves the right (but has no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with the Terms and/or reporting you to law enforcement authorities.

Prohibited Uses

In addition to the restriction and prohibitions defined under other provisions hereunder, you agree that you shall not use Jakaverse to:

decompile, disassemble, reverse engineer, copy, transfer, or otherwise use Jakaverse, Jakaverse Content, Assets, and Games, except as permitted by these Terms;
promote any illegal activity, or advocate, promote or assist any unlawful act;
violate the legal rights (including the rights of publicity and privacy) of others or that otherwise may be in conflict with these Terms and our Privacy Policy;
transmit any material or content that attempts to falsely state or otherwise misrepresent your identity or affiliation with a person or entity;
use Jakaverse in a manner that (a) is likely to interrupt, suspend, slow down or hinder the continuity of Jakaverse, (b) constitutes an intrusion or attempt to break into Jakaverse’s computer or networking systems, (c) will divert of Jakaverse system resources, (d) may place a disproportionate load on the infrastructure of Jakaverse, and (e) constitutes an attack on security and authentication measures of Jakaverse’s computer or networking systems;
intrude into a third party’s computer system, engage in any activity that may damage, control, interfere with or intercept all or part of a third party’s computer system and violate its integrity or security, or otherwise transmit any materials or content that is harmful for third party information systems (including but not limited to viruses, worms, Trojans); and/or
engage in activity which operates to defraud Jakaverse, Jakaverse users, or any other person; or
otherwise use Jakaverse for purposes other than those for which they were designed and defined under these Terms;

Right to Monitor, Moderate or Remove

As the moderator and manager of Jakaverse, the Company reserves the right to:

remove Assets and Games from the Services, in whole or in part, without prior notice, for any reason or for no reason at all, in particular in case any Assets and/or Games are made in violation of these Terms;
without limiting our right to terminate a user pursuant to these Terms, terminate the account of any user on Jakaverse who has been notified of infringing activity and/or has had Assets and/or Games removed; and/or
edit, modify, moderate, re-format, change or otherwise remove all or part of the descriptions, comments and/or annotations that you and/or third parties add and/or make in relation to your Assets and/or Games in any manner that we may determine, whenever we deem it appropriate.

Indemnification

You agree to indemnify and hold Jakaverse, its directors, officers and employees harmless from and against any claims, causes of action, demands, loss or damage by reason of:

a breach of any representation, warranty or covenant hereunder;
any exhibition, presentation, distribution or exploitation of your Assets and/or Games or any rights therein; and
the negligence, fault or default of you, your employees, authorized agents, servants or independent contractors hired by you, or any subcontractor hired by any of the foregoing.

You agree to notify Jakaverse promptly, in writing, of any legal claim or action of which you have knowledge, which is in any way related to these Terms, your Assets, your Games, or your obligations hereunder.

It is agreed and understood that the warranties, representations and indemnifications contained herein shall survive any termination or expiration of these Terms or your relationship with Jakaverse.

Limitation of Liability

To the fullest extent permissible by the applicable laws:

Jakaverse shall not be held liable for any loss of profits or any indirect, incidental, punitive, special or consequential damages arising out of or in connection with the compliance with these Terms; and
Jakaverse aggregate liability arising out of or in connection with these Terms shall not exceed the total fees that Jakaverse is collecting from each user.

Termination and Suspension

You shall be entitled to terminate your Account at any time by canceling and discontinuing your access to and use Jakaverse; provided that you will not receive any refunds if you cancel your Account, or if these Terms are otherwise terminated.

The Company may decide to terminate or suspend all or part of Jakaverse and your access immediately, without prior notice or liability. In particular, in the event of your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, the Company may, without limitation, suspend your Account, block any infringing User Content, Assets and/or Games and adopt any other action deemed necessary to prevent future breaches, in addition to any other remedies the Company may have at law or in equity.

Upon any termination or suspension of your Account, you may no longer have access to information that you have posted on Jakaverse or that is related to your Account, and you acknowledge that the Company will have no obligation to maintain any such information in the relevant databases or to forward any such information to you or to any third party. Upon termination of your Account, your right to use the Tools will immediately cease.

At any time and without notice, Jakaverse reserves the right to modify or stop offering all or part of Jakervese; refuse anyone who requests access to Jakaverse; terminate your rights to create and/or upload Assets and Games; and/or block or prevent your access to and use of any Jakaverse; provided, however, that you will remain the owner of your Assets and Games in accordance with these Terms.

Other Websites and Services

Jakaverse may contain links and features that enable you to access other third-party websites or services (the “Third-Party Services”) that are not owned or controlled by the Company and the Company shall not be held responsible for the contents of any linked site.

For the avoidance of doubt, a link does not imply endorsement of, sponsorship of, or affiliation with the Third-Party Services by the Company and/or Jakaverse. The Company shall in no circumstances be held liable for the technical availability of Third-Party Services, the content, advertising, products and/or services available on Third-Party Services, or any transactions that take place between a user and Third-Party Services whom the user has been directed via the Services; and shall in no circumstances be a party to any disputes whatsoever between you and third parties concerning Third-Party Services.

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Waiver

The failure of the Company to enforce or to require your performance at any time of any one of the provisions of these Terms shall not be construed to be a waiver of such provisions, and shall not affect either the validity of these Terms or any part hereof or the right of the Company thereafter to enforce each and every provision in accordance with these Terms.

Severability

If there is invalidity of any provision of these Terms, the parties agree that such invalidity shall not affect the validity of the remaining portions of these Terms, and further agree to substitute for such invalid provision a valid provision which most clearly approximate the intent and economic effect of the invalid provision.

Governing Law and Forum

The rights and obligations of the parties hereunder and the interpretation of these Terms will be governed by the laws of Thailand where the Company is incorporated and operating from without giving effect to its principles of conflicts of law.

If either party brings against the other party any proceeding arising out of these Terms, that party may bring proceedings only in the courts of Singapore and no other courts, and each party hereby submits to the exclusive jurisdiction of those courts for purposes of any such proceeding.