Terms and Conditions

Last updated: February 1st, 2018

Aethia is a distributed application that runs on the Ethereum blockchain. It uses custom developed Ethereum smart contracts (each, a “Smart Contract”) to enable users to battle, own, breed, sire, and buy digital and fictional creatures (each, an “Ethergotchi”). These creatures can be seen and visualized on a website that the user can interact with (the “Site”). The Smart Contracts and the Site are collectively referred to in these Terms as the “Application”. Upon launch of the full game, the date of which is to be decided, of the Application, users will be able to view their creatures and use the Smart Contracts to buy eggs from the Application and/or buy, breed, and battle creatures with users on the Application.

Aethia Team (“Aethia Team,” “we,” or “us”) is making the Application available to you. Before using the Application, the Smart Contracts, or the Site, you will need to agree to these Terms of Use (these “Terms"). PLEASE READ THESE TERMS WITH CARE BEFORE YOU USE THE APPLICATION, THE SMART CONTRACTS, OR THE SITE. THESE TERMS GOVERN YOUR USE OF THE APPLICATION, THE SMART CONTRACTS, AND THE SITE, UNLESS WE HAVE EXECUTED A DISTINCT AND UNIQUE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. WE ARE ONLY WILLING TO MAKE THE APPLICATION, THE SMART CONTRACTS, AND THE SITE AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING THE APPLICATION, THE SMART CONTRACTS, THE SITE, OR ANY PART OF THEM, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO ALL OF THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THE TERMS OUTLINED, THEN WE ARE UNWILLING TO MAKE THE APPLICATION, THE SMART CONTRACTS, OR THE SITE AVAILABLE TO YOU.

1. The Aethia Creatures

A. We utilize Ethereum Smart Contracts to have users interact with creatures in the Application. Eggs sold from the Application to users are sold on a dedicated sale page (the “Store”). Eggs will eventually hatch digitally and turn into creatures.

B. Users will be able to interact with creatures on the Application in a variety of ways. These ways are still being developed and are yet to be fully decided upon. By buying eggs or creatures, you understand that you consent to the risk that you may not agree with the decisions made by the developers of the Application regarding its game mechanics, rules, sale of eggs, and anything else related to the Application.

2. The Application

A. Transactions that take place on the Application are confirmed and managed via the Ethereum blockchain. You understand that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the Application.

B. We neither own nor control Coinbase, Google Chrome, MetaMask, the Ethereum network, or any other third party site, product, or service that you might visit, access, or use for the purpose of enabling you to use the various features provided by the Application. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of interacting with any such third parties.

C. You must provide accurate and complete registration information when you create an account for the Application. You are responsible for the security of your MetaMask wallet (and other Ethereum wallets) and for any and all use of your account, whether you knew about the use or not. If you become aware of any unauthorized use of your password or of your account, you agree to notify us immediately at [email protected]

D. It is possible for you to interact with the Application Smart Contracts via the Ethereum network, without using the Application as a portal. The process for doing this can be complex. If you do not know how to do this, we recommend using the Site.

3. Fees and Payment

A. If you elect to purchase eggs on the Store in the Application, any financial transactions that you engage in will be conducted through the Ethereum network. We will have no insight into or control over these transactions or payments, nor do we have the ability to reverse any transactions. Additionally, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in through the Application, or independently using the Smart Contracts.

B. Ethereum requires the payment of a transaction fee for every transaction that occurs on the Ethereum network. This fee funds the network of computers that run the decentralized Ethereum network. Because of this, you will still need to pay this fee for each transaction that occurs via the Ethereum network- even if you interact directly with the Ethereum network without using the Application as a portal.

C. As between us, you will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the Application (including, without limitation, any Taxes that may become payable as the result of your ownership, transfer, or breeding of any of your Aethia creatures or eggs). Except for income taxes levied on Aethia Team, you: (i) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to these Terms.

4. Ownership; Restrictions

A. You acknowledge and agree that we (or, as applicable, our licensors) own all legal right, title and interest in and to all elements of the Application, and all intellectual property rights therein. The visual interfaces, graphics (including, without limitation, all art and drawings associated with the creatures), systems, design, methods, computer code, software, services, “look and feel”, organization, information, compilation of the content, code, data, and all other elements of the Application (collectively, the “Assets”) are owned by Aethia Team, and are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Assets are the copyrighted property of Aethia Team or its licensors, and all trademarks, service marks, and trade names contained in the Assets are proprietary to Aethia Team or its licensors. Except as expressly set forth herein, your use of the Application does not grant you ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through the Application. We reserve all rights in and to the Assets not expressly granted to you in the Terms. For the sake of clarity, you understand and agree: (i) that your “purchase” of an egg, whether via the Application or otherwise, does not give you any rights or licenses in or to the Assets (including, without limitation, our copyright in and to the art and drawings associated with that egg and resulting creature) other than those expressly contained in these Terms; and (ii) that you do not have the right to reproduce, distribute, or otherwise commercialize the Assets (including, without limitation, our copyright in and to the art and drawings associated with that egg and/or creature) in any way without our prior written consent in each case, which we may withhold in our sole and absolute discretion.

B. You agree that you are responsible for your own conduct while accessing or using the Application, and for any consequences thereof. You agree to use the Application only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; (ii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iii) impersonate another person (via the use of an email address or otherwise); (iv) upload, post, transmit or otherwise make available through the Application any content that infringes the intellectual proprietary rights of any party; (v) use the Application to violate the legal rights (such as rights of privacy and publicity) of others; (vi) engage in, promote, or encourage illegal activity; (vii) interfere with other users’ enjoyment of the Application; (viii) exploit the Application for any unauthorized commercial purpose; (ix) modify, adapt, translate, or reverse engineer any portion of the Application; (x) remove any copyright, trademark or other proprietary rights notices contained in or on the Application or any part of it; (xi) reformat or frame any portion of the Application; (xii) display any content on the Application that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (xiii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Application or the content posted on the Application, or to collect information about its users for any unauthorized purpose; (xiv) create user accounts by automated means or under false or fraudulent pretenses; or (xv) access or use the Application for the purpose of creating a product or service that is competitive with any of our products or services.

C. You may choose to submit bug reports, comments, ideas or other feedback about the Application, including without limitation about how to improve the Application (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, non exclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.

5. Termination

You may terminate these Terms at any time by canceling your account on the Application and discontinuing your access to and use of the Application. You will not receive any refunds if you cancel your account, or otherwise terminate these Terms. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the Application. You agree that any suspension or termination of your access to the Application may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms or suspend or terminate your access to or use of the Application due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Application or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party. Sections 2.B and 3 through 14 will survive the termination or expiration of these Terms for any reason.

6. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE APPLICATION IS AT YOUR SOLE RISK, AND THAT THE APPLICATION IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE APPLICATION AND ANY PART OF IT (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, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE APPLICATION WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE APPLICATION WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE APPLICATION WILL BE ACCURATE, OR (III) THE APPLICATION OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE APPLICATION ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

7. Limitation of Liability

A. YOU UNDERSTAND AND AGREE THAT WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, 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.

B. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE APPLICATION 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 APPLICATION TO YOU WITHOUT THESE LIMITATIONS.

8. Indemnification

You agree to hold harmless and indemnify Aethia Team and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and attorneys’ fees arising out of or in any way related to (i) your breach of these Terms, or (ii) your violation of applicable laws, rules or regulations in connection with your access to or use of the Application.

9. External Websites

The Application may include hyperlinks to other websites or resources (collectively, “External Websites”), which are provided solely as a convenience to our users. We have no control over any External Websites. You acknowledge and agree that we are not responsible for the availability of any External Websites, and that we do not endorse any advertising, products or other materials on or made available from any External Websites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Websites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Websites.

10. Children

You affirm that you are over the age of 13, as the Application is not intended for children under 13. IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD’S USE OF THE APPLICATION, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.

11. Changes to the Terms

We may make changes to the Terms from time to time. When we make changes, we will make the updated Terms available on the Application and update the “Last Updated” date at the beginning of these Terms accordingly. You will be notified of any change to these Terms upon your first subsequent use of the Application. Any changes to the Terms will apply on the date that they are made, and your continued access to or use of the Application after the Terms have been updated will constitute your binding acceptance of the updates.

12. Changes to the Application

We are constantly innovating the Application to help provide the best possible experience. You acknowledge and agree that the form and nature of the Application, and any part of it, may change from time to time without prior notice to you, and that we may add new features and change any part of the Application at any time without notice.

13. Privacy Policy

Our Privacy Policy describes the ways we collect, use, store and disclose your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy.

14. General

These Terms constitute the entire legal agreement between you and Aethia Team, govern your access to and use of the Application, and completely replace any prior or contemporaneous agreements between the parties related to your access to or use of the Application, whether oral or written. There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms create any agency, partnership, or joint venture. The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party. You may not assign any or your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger. Should any part of these Terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions will remain in full force and effect. Our failure to enforce any provision of these Terms will not be deemed a waiver of such provision, nor of the right to enforce such provision. For all legal matters with respect to the contractual relationship between the operator and the user, Dutch law exclusively applies. The sole place of jurisdiction for any and all disputes for both parties is the company seat of Aethia Team.