Terms & Conditions
Latest Update: February 24, 2023
Please read these Terms and Conditions carefully, as they constitute the User Agreement and Terms of Service (the “Terms”) between Element United DAO LLC (the “Company”) and any person, customer, or entity (referred as the “User”) and govern the User’s use of the website located at https://goldcrewatlas.com/ (the “Site”) and ownership of Gold Crew Atlas nonfungible tokens (“NFTs”). The Site is an open-source software portal to the Gold Crew Atlas Platform (the “Platform”) made available the Company. The Platform, which is operable with desktop enables Users to mint, create or purchase NFTs for access to participate in certain community-oriented opportunities provided by the Platform in operable association with a decentralized blockchain (the “Element Blockchain”). To make these Terms easier to read, the Site and the Company’s services on the Platform are collectively called the “Interface.” These Terms may be amended and updated from time to time at the sole discretion of the Company. Revised versions will be considered effective as of the date and time posted on the Interface.
NOTICE ON PROHIBITED USE – RESTRICTED USERS: THE COMPANY PLATFORM AND ANY RELATED SERVICES ARE NOT OFFERED TO AND MAY NOT BE USED BY:
USERS WHO RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN ANY RESTRICTED TERRITORY, AS DEFINED BELOW (EACH SUCH USER FROM A RESTRICTED TERRITORY, A “RESTRICTED USER”).
THE COMPANY DOES NOT MAKE EXCEPTIONS. THEREFORE, IF YOU ARE A RESTRICTED USER, THEN DO NOT ATTEMPT TO USE THE COMPANY PLATFORM OR ANY RELATED SERVICES. USE OF A VIRTUAL PRIVATE NETWORK (“VPN”) OR ANY OTHER SIMILAR MEANS INTENDED TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN IS PROHIBITED.
BY AGREEING TO THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND THE COMPANY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTIONS 14 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 14 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 13 (GOVERNING LAW) WILL APPLY INSTEAD.
- Agreement to Terms
- Changes to these Terms or the Interface
The Company may update the Terms from time to time in the Company’s sole discretion. The Company will notify Users of any updates by posting the updated Terms on the Site and/or may also send other communications. It’s important that Users review the Terms whenever the Terms are updated. If a User continues to use the Interface after updated Terms have been posted, it means that the User has accepted and agreed to the updated changes. If you don’t agree to be bound by the changes, you may not use the Interface anymore. Because technical features of the Interface are evolving over time the Company may change or discontinue all or any part of the Interface, at any time and without notice, at the Company’s sole discretion.
- Who May Use the Interface?
A User may use the Interface only if the User is at least 18 years of age (or such other minimum age at which the User can provide consent to data processing under the laws of the territory in which the User resides), and not otherwise barred from using the Interface under applicable law. In order to protect the integrity of the Interface, the Company reserves the right, at any time, in the Company’s sole discretion, to block access to the Interface from certain IP addresses and unique device identifiers. For the purposes of the Terms, “Restricted Territory” means of Algeria, Bangladesh, Bolivia, Belarus, Burundi, Burma (Myanmar), Cote D’Ivoire (Ivory Coast), Crimea and Sevastopol, Cuba, Democratic Republic of Congo, Ecuador, Iran, Iraq, Liberia, Libya, Mali, Morocco, Nepal, North Korea, Somalia, Sudan, Syria, Venezuela, Yemen, Zimbabwe or any other country to which Canada, Panama, the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions.
(a) Wallet Connection. For certain features of the Interface Users will need to connect a third-party digital asset wallet (“Wallet”). Additionally, certain features of the Interface require that a User must first successfully complete the membership sign-up process, wherein a User must represent and warrant that the information the User provides in the membership questionnaire is accurate, complete and current . If a User does not provide accurate, complete and current information, the Company may suspend, restrict, or terminate the User’s access to the Interface.
(b) Additional Information. The Company may require a User to provide additional information and documents at the request of any competent governmental authority or in case of application of any applicable law or regulation, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism. The Company may also require a User to provide additional information and documents in cases where it has reasons to believe that: (i) a User’s access to the Interface is being used for money laundering or for any other illegal or unauthorized activity; (ii) a User has concealed or reported false identification information and other details; or (iii) transactions effected via a Wallet were affected in breach of these Terms. In each such case, the Company, in its sole discretion, may disable (or terminate) the User’s access to the Interface until such additional information and documents are reviewed by the Company and are accepted as satisfying the requirements of applicable law. If a User does not provide complete and accurate information and documents in response to such a request, the Company may prohibit the User’s use of Interface. The Company reserves the right to report any activity occurring using the Interface to relevant tax authorities as required under applicable law. A User is solely responsible for maintaining all relevant tax records and complying with any reporting requirements the User may have as related to the Interface. Furthermore, a User is solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Interface.
(c) Third-party Applications. Users may grant the Company permission to access third-party apps. Users may also revoke that permission. For example, a User may grant the Company access to the User’s third-party services, such as Metamask®, in order for some features of the Interface to operate. Each time a User seeks to connect a third-party service to the Interface, that third-party service will ordinarily present a page that describes the information that the Company may access. At any time, a User can revoke the Company’s access to those services using the respective third party’s security settings page.
- About the Interface.
(a) Interface. The Interface operates with a distributed application operable with a decentralized blockchain network, using smart contracts (each a “Smart Contract”) to enable its Users to own, buy, sell, transfer, and share unique NFTs and digital rewards that can be visualized on the Site through the Interface. The Site facilitates User access the Platform to mint, create, purchase or receive NFTs and digital rewards, including the Gold Crew Atlas NFT.
(b) Element Node. An Element Node is a computer software and hardware system operably connected to the Interface. The Element Node supports blockchain-facilitated video games by maintaining the cryptography and confirming transactions on a decentralized blockchain (the “Element Blockchain”) through operable association with the Interface. Used herein, “Element Node” may represent either the node itself or a license to run said node. The Element Nodes when communicatively combined form the “Element Node Network.” Owners of Element Nodes can earn Element Digital Rewards by operating their nodes in accordance with automated algorithmically driven Smart Contracts conforming with provisions of a distributed governance framework (DGF) set forth and initiated in a charter ratified by a community of owners of Element nodes comprising the Element Node Network and corresponding to the Element Blockchain.
(c) Element Blockchain. The Element Blockchain allows each User to store items, characters, digital rewards, and other attributes on the Element Blockchain public ledger that allows for decentralized, immutable record of ownership. Each User owns the non-fungible token (an “NFT”) for any of the in-game items on the Element Blockchain. When a User purchases, earns, or receives any NFT or digital reward via a Smart Contract process, the User owns completely and outright the NFT and/or digital reward. For the avoidance of doubt, the User acknowledges and agrees that while the User may own an NFT or digital reward, the underlying embedded intellectual property rights may be subject to certain licensing requirements, and the Company can only convey such rights to Users so long as the Company holds a valid license to the intellectual property. If such license terminates, the Company, and by extension the User, may not have any rights to the underlying embedded intellectual property in the User’s NFTs or Platform assets, and the underlying embedded intellectual property may be changed or removed at the Company’s determination.
(d) Digital Rewards. Each User of any game associated with the Element Blockchain, or the Site, or any game facilitated by the Interface, may be able to earn or receive digital rewards. A “Digital Reward” consists of a representation of an Element Digital Reward, or other game tokens and NFTs, reflected on the Element Blockchain and/or Interface and the Site, which may or may not be bridged to other blockchains (including but not limited to Ethereum) through a minting process solely at the option and action of the User. When referencing the NFTs on the Platform themselves in the singular and not specifically as a part of the Element Digital Reward, same shall be referred to herein as “Platform Asset.” The Element Digital Reward is a digital reward and not a Security Token. The Element Digital Reward is not being offered to investors and there is no Initial Coin Offering (ICO) to promote the Element Digital Reward. Like BTC (which is the digital reward generated from the Bitcoin blockchain), the Element Digital Reward is created through a unique blockchain protocol. The Element Digital Reward, any NFT, and any other digital reward may reside solely within the Element Blockchain, and may or may not have value. The Company cannot, and does not, control whether any of the Element Digital Reward, any NFT, and any other digital reward has monetary value on any other blockchain. On the Element Blockchain, the Site, or any website or app associated with the Interface, neither the Element Digital Reward, nor NFT, nor other digital reward may be exchanged for currency.
(a) Interface Fees. The Platform requires payment of various fees, such as a minting fee, for use of certain features on the Interface and the User agrees agree to pay such fees.
(b) Blockchain Transaction Fees. The delivery and receipt of any of the User’s NFT or digital rewards through the Interface and/or the GCA App may be subject to network or transaction fees charged by the blockchain associated with the User-selected algorithm (“Blockchain Transaction Fees”), which are non-refundable. Blockchain Transaction Fees are paid to emit, record, verify, and process a transaction on the blockchain. Any withdrawal or transfer of the User’s NFT or digital reward are subject to Blockchain Transaction Fees.
(c) Other Third-Party Fees. Certain digital apps, app addresses, tools, and third-party software and devices (“Third-Party Fees”) used by the User may also charge the User a fee, including a per transaction or transfer fee, which are non-refundable. The User is responsible for satisfying any such fee(s). The User should note that any such fees may significantly reduce the User’s rewards and therefore the User is responsible for managing the selection, use, rate and frequency of their receipt of rewards to any such Third-Party Fees.
The User is responsible for any taxes, and the User will pay for the Company Services without any reduction for taxes. If the User is required by law to withhold any taxes from its payments to the Company, the User must provide the Comany with an official tax receipt or other qualified documentation to support such withholding, including value added tax (“VAT”), if applicable. The User will be liable to pay (or reimburse the Company) for any taxes, interest, penalties or fines which may arise from any mis-declaration made by the User. The User shall pay the Company for all taxes and governmental fees the Company is required to collect or pay upon sale or delivery of the Company Services.
POTENTIAL USERS OF NFTS OR DIGITAL REWARDS ARE FOREWARNED OF POSSIBLE FINANCIAL LOSS AT THE TIME SUCH REWARDS ARE EXCHANGED FOR FIAT CURRENCY DUE TO AN UNFAVORABLE EXCHANGE RATE. MOREOVER, A FAVORABLE EXCHANGE RATE AT THE TIME OF EXCHANGE MAY RESULT IN A TAX LIABILITY. USERS SHOULD CONSULT A TAX ADVISOR REGARDING ANY TAX CONSEQUENCES ASSOCIATED WITH THE PURCHASE, SALE, TRADE, RECEIPT OR OTHER USE OF DIGITAL REWARDS.
- Access to Programs.
Access to Programs. The Interface will provide users the access to participate in certain promotions, community organization tools, events, opportunities, or programs (each a “Program”, and collectively, “Programs”). Your participation in each Programs will be subject to additional terms and conditions specific to each such Program.
- Gold Crew Atlas NFTs.
Gold Crew Atlas NFTs. Through your participation in the Interface, you may connect with third-party minting services or receive NFTs from the Interface (such NFTs, the “Gold Crew Atlas NFTs). You agree that you are not purchasing the Gold Crew Atlas NFTs for speculative or investment purposes. It is not the intent nor the desire of the Company, its founders or business partners to imbue Gold Crew Atlas NFT with any monetary value.
(a) Non-Commercial License. Subject to a User’s compliance with these Terms and excepting with regard to sub-section 9(c), herein below, the Company hereby grants to the User, for so long as the User owns a Gold Crew Atlas NFT (as recorded on the relevant blockchain), a non-exclusive, worldwide, royalty-free, revocable license, with no right to sublicense, to use, copy, display the Gold Crew Atlas Art (as defined below) linked to the User’s purchased Gold Crew Atlas NFT for the following purposes: (i) for the User’s own personal, non-commercial use, including to create a reasonable number of back-up copies and a physical print out, each to be retained only for so long as the User owns the associated Gold Crew Atlas NFT; (ii) to sell or otherwise transfer the associated Gold Crew Atlas NFT consistent with the ownership of it (e.g., posting a sales listing on NFT Site); and (iii) to use the Gold Crew Atlas NFT in connection with the Interface or any third party offering compatible with the Gold Crew Atlas NFT. Each Gold Crew Atlas NFT may be compatible with, or support entitlements within, one or more applications offered by the Company or a third party. The Company is not responsible for any such applications or entitlements except as may be provided by the Company to the User pursuant to separate terms and conditions, and the same are governed solely between agreements between User and such third party. “Gold Crew Atlas Art” means the digital art, e.g., a particular character or other 3D interactive asset with a combination of traits which image(s) consists of elements compiled by the underlying Gold Crew Atlas NFT Smart Contract and owned by the Company.
(b) Third Party Content. From time to time, the Company may collaborate with third parties to create NFTs which include artwork, images, works of authorship, logos, trademarks, service marks, or trade dress owned by a third party (“Third Party Content”). The Non-Commercial and Commercial licenses set forth, respectively, is sub-sections 9(a) herein above, do not extend to any NFT or Art that contains Third Party Content, and a User may not use, copy, reproduce, display, create derivative works of, or create new NFTs based on such Third Party Content, or any portion thereof, for any Commercial Use, unless the Company and/or the applicable third party(ies) expressly provide consent in writing or by public announcement. It is the User’s responsibility to determine whether any NFT includes Third Party Content.
(c) Modifications and Derivatives. The User acknowledges and agrees that the Company may also modify, create derivative works of, and update any Gold Crew Atlas Art and may create works of authorship similar or identical to the User’s own adaptations, derivative works, and modifications of any Gold Crew Atlas Art. Accordingly, on behalf of the User and the User’s heirs, successors and assigns, the User irrevocably covenants and agrees not to assert or bring any suit, claim, demand or challenge against the Company or its affiliates or licensees in connection with the Company’s use of any Gold Crew Atlas Art or any adaptations, derivative works, and modifications thereto, even if such artwork or content is similar to or the same as any adaptations, derivative works or modifications in any Gold Crew Atlas Art that has been created by the User.
(d) Transfer. The licenses referenced in Sub-sections 9(a-d) are non-transferrable, except that said licenses will automatically transfer in connection with a permitted transfer of the Gold Crew Atlas NFT. An NFT User/purchaser represents and warrants that it will not transfer a Gold Crew Atlas NFT in any subsequent transaction to a transferee that is (i) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; or is (ii) listed on any U.S. Government list of prohibited or restricted parties (“Prohibited Transferees”).
(e) The Company’s Rights and Obligations to the Gold Crew Atlas Art and Gold Crew Atlas NFTs. The User acknowledges and agrees that the Company is not responsible for repairing, supporting, replacing, or maintaining any Site hosting or portal and/or opportunities provided by the Platform pertaining in any way to the Gold Crew Atlas Art or other applications or entitlements which the Gold Crew Atlas NFT is compatible with, nor does the Company have the obligation to maintain any connection or link between a Gold Crew Atlas NFT and the corresponding Art.
(f) Restrictions. Notwithstanding any of the above, you may not use the Gold Crew Atlas Art in any way that constitutes unlawful, defamatory, harassing, abusive, fraudulent, racist, hateful, vulgar, cruel, illegal or obscene activity, or that promotes any such activity.
(a) Trademarks. Nothing in the licenses, as referenced in Sub-sections 9(a-g) herein above,will be interpreted to grant a User any rights to Gold Crew Atlas Trademarks belonging to the Company. Without the Company’s written permission, a User may not use any Gold Crew Atlas Trademarks for any Commercial Use, including to register any domain names or social media accounts using Gold Crew Atlas Trademarks. This prohibition includes any Gold Crew Atlas Trademarks that may be displayed or contained in any Gold Crew Atlas Art for a User’s Gold Crew Atlas NFT (and a User will need to modify the Gold Crew Atlas Art to remove or obfuscate such Gold Crew Atlas Trademarks before making any Commercial Use of such Gold Crew Atlas Art). A User may not remove, delete or obscure any trademark notice, copyright notice or other intellectual property notice in any Gold Crew Atlas NFT or Gold Crew Atlas Art.
(b) Intellectual Property Restrictions. User acknowledges and agrees that the Company, any game developer, or third party contract provider (or, as applicable, any licensors) own all legal right, title and interest in and to all elements of their respective intellectual property rights therein. The visual interfaces, graphics (including, without limitation, all art and drawings associated with the), design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of any content provided on the Site, Platform, Interface, the GCA App, or Element Blockchain are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All such intellectual property are the property of its owners or licensors, and all trademarks, service marks, and trade names are proprietary to its owner or licensors. Except as expressly set forth herein, the use of the Company Services and GCA App does not grant User any ownership of or any other rights with respect to any content, code, data, or other materials that the User may access on or through the Site, Platform, Interface or GCA App. When a User purchases or owns a Platform Asset, the User owns the underlying NFT completely for as long as the User owns the Platform Asset, subject to the these Terms and any accompanying license restrictions for the Platform Asset. Ownership of the NFT is mediated entirely by the Smart Contract and applicable Blockchain Network (or any other applicable network): at no point may the Company seize, freeze, or otherwise modify the ownership of the Platform Asset. The User acknowledges and agrees that while the User may own a Platform Asset, the underlying embedded intellectual property rights may be subject to certain licensing requirements, and the Company can only convey such rights to Users so long as the Company holds a valid license to the intellectual property. If such license terminates, the Company, and by extension the User, may not have any rights to the underlying embedded intellectual property in the User’s owned Platform Asset, and the underlying embedded intellectual property may be changed or removed at the Company’s determination.
- User Obligations.
(a) Responsibility for Conduct. User takes responsibility for all of User’s activities that occur via the Site, Platform, Interface and/or GCA App and for User’s use of the Company Services, and User accepts all risks of any authorized or unauthorized access to User’s account(s) associated with the Site, Platform, Interface and/or GCA App, to the maximum extent permitted by law. User represents and warrants that the User is familiar with and accepts the risks associated with digital Apps and private keys, including the risks described herein. User is solely responsible for its own conduct while accessing or using the Site, Platform, Interface, GCA App and/or the Company Services, and for any consequences thereof. User agrees to use the Site, Platform, Interface, GCA App, the Company Services and the Element Blockchain 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, User 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 Site, Platform, Interface, GCA App and/or the Company Services any content that infringes the intellectual proprietary rights of any party; (v) use the Site, Platform, Interface, GCA App and/or the Company Services to violate the legal rights (such as rights of privacy and publicity) of others; (vi) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (vii) interfere with other users’ enjoyment of the Site, Platform, Interface, GCA App, Company Services and/or the Element Blockchain; (viii) exploit the Site, Platform, Interface, GCA App and/or the Company Services for any unauthorized commercial purpose; (ix) modify, adapt, translate, or reverse engineer any portion of the Site, Platform, Interface, GCA App and/or the Company Services; (x) remove any copyright, trademark or other proprietary rights notices contained in or on the Site, Platform, Interface, GCA App, the Company Services and/or Element Blockchain or any part of it; (xi) reformat or frame any portion of the Site, Platform, Interface and/or GCA App; (xii) display any content on the Site, Platform, Interface, GCA App, the Company Services and/or the Element Blockchain 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 Site, Platform, Interface and/or GCA App or the content posted on the Site, Platform, Interface and/or GCA App, or to collect information about its users for any unauthorized purpose; (xiv) create user accounts by automated means or under false or fraudulent pretenses; (xv) trick, defraud, or mislead the Company or Users, with specific to an attempt to learn sensitive account information; (xvi) attempt to impersonate another User; (xvii) attempt to bypass any security measure of the Site, Platform, Interface, GCA App and/or the Company Services; (xvii) copy or adapt the Site, Platform, Interface, GCA App and/or the Company Services; or, (xviii) disparage, tarnish, or otherwise harm, in the Company’s sole discretion, the Company and/or the Site, Platform, Interface, GCA App and/or the Company Services.
(b). Regulatory and Compliance Suspensions or Terminations. The Company may suspend or terminate a User’s access to the Interface at any time in connection with any transaction as required by applicable law, any governmental authority, or if the Company in its sole and reasonable discretion determine the User is violating these Terms or the terms of any third-party service provider. Such suspension or termination shall not be constituted a breach of these Terms by the Company. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, the Company may impose reasonable limitations and controls on the ability of a User or any beneficiary to utilize the Interface. Such limitations may include where good cause exists, rejecting transaction requests, freezing accounts, or otherwise restricting the User from using the Interface.
- General Prohibitions and the Company’s Enforcement Rights.
User Agrees not to do any of the following:
(a) Use, display, mirror or frame the Site, Platform, Interface and/or GCA App or any individual element within the Site, Platform, Interface and/or GCA App, the Company’s name, any Company trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without the Company’s express written consent.
(b) Access, tamper with, or use non-public areas of the Site, Platform, Interface and/or GCA App, Company’s computer systems, or the technical delivery systems of Company’s providers.
(c) Attempt to probe, scan or test the vulnerability of any Company system or network or breach any security or authentication measures.
(d) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by the Company or any of the Company’s providers or any other third party (including another user) to protect the Site, Platform, Interface and/or GCA App.
(e) Attempt to access or search the Site, Platform, Interface and/or GCA App or download content from the Site, Platform, Interface and/or GCA App using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by the Company or other generally available third-party web browsers.
(f) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation.
(g) Use any meta tags or other hidden text or metadata utilizing Company trademark, logo URL or product name without the Company’s express written consent.
(h) Use the Interface, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms.
(I) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Interface to send altered, deceptive or false source-identifying information.
(j) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Platform, Interface and/or GCA App.
(k) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site, Platform, Interface and/or GCA App.
(l) Collect or store any personally identifiable information from the Site, Platform, Interface and/or GCA App from other users of the Site, Platform, Interface and/or GCA App without their express permission.
(m) Impersonate or misrepresent your affiliation with any person or entity.
(n) Violate any applicable law, rule, or regulation concerning the integrity of trading markets, including (but not limited to) the manipulative tactics commonly known as spoofing and wash trading.
(o) Violate any applicable law or regulation.
(p) Encourage or enable any other individual to do any of the foregoing.
The Company is not obligated to monitor access to or use of the Site, Platform, Interface and/or GCA App or to review or edit any content. However, the Company has the right to do so for the purpose of operating the Site, Platform, Interface and/or GCA App, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. If a User believes the company has erroneously disabled the User’s access to the Site, Platform, Interface and/or GCA App, the User may contact the Company at firstname.lastname@example.org. The Company has the right to investigate violations of these Terms or conduct that affects the Site, Platform, Interface, GCA App and/or the Company Services.. The Company may also consult and cooperate with law enforcement authorities to prosecute Users who violate the law.
- User Conduct.
Users must at all times observe the highest standards of personal integrity. Users are required to behave in a professional manner in their interactions with other Users, the Company, members of an administration team, the media, sponsors, and fans. This includes but is not limited to the following: conduct on live streams, videos, in-person at events and on stage, or anything public-facing.
Users may not use obscene gestures, profanity, or references to drugs, sex or violence in their Team Names, User handles, game chat, lobby chat live interviews or any public facing media. This rule applies to English and all other languages and includes abbreviations and/or obscure references. In addition to the foregoing, all Team Names and User handles may be reviewed by the Company. Team Names, and User handles may be denied at any time that may not reflect the professional standards of the Company. Effected teams will be required to submit and play under another approved name.
Users must compete to the best of their ability at all times. Any form of cheating will not be tolerated. All Users are prohibited from influencing or manipulating a game or match so that the outcome is determined by anything other than its merits. Examples of cheating would include but are not limited to: collusion, match fixing or any other action to intentionally alter, or attempt to alter, the results of any game or match, including losing a game or match with another User in order to advance one or the other’s rank; attempts to interfere with another User’s connection to the game service through Distributed Denial of Service (DDoS) or any other means; tampering with the entry process or the operation of matches and games; any use of bots, hacks, or any code and/or software not expressly authorized by the Company that allows the automated control of the Company Services, including online gaming services, or any component or feature thereof; any intentional use, or attempted use, by a User of any bugs or exploits in the game may result in a forfeit of the match and disqualification from matches and games; the Company, at its discretion, will determine bugs and exploits; and any known bugs or exploits must be presented to the Company before play begins.
The Company is committed to providing a competitive environment that is free of harassment and discrimination. In furtherance of this commitment, Users are prohibited from engaging harassment or discrimination based on race, color, religion, gender, national origin, age, disability, sexual orientation or any other status or characteristic protected by law.
- Disciplinary Action.
In order to preserve the integrity of the Gold Crew Atlas game, the Site, Platform, Interface and/or GCA App, and the Company’s reputation for open and fair game competition, the Company will have the right to monitor compliance with these Terms and Rules of User Conduct, investigate possible breaches of these Terms and Rules of User Conduct, and impose sanctions for violations. Users agree to cooperate with the Company in any such investigation. If the Company determines that a User has been cheating or has otherwise violated the Rules of User Conduct, the User may be immediately disqualified and removed from the Gold Crew Atlas game. In addition, the Company may, in its sole discretion:
• Issue a warning to the User and publish that warning publicly;
• Disqualify the User from participating in any future events;
• Withhold or Revoke any part of the points and prizes awarded to the User;
• Terminate all licenses granted to the User for the Gold Crew Atlas Game and any other Company titles; and/or
• Terminate all Company accounts that are held by the User.
The Company’s determination as to the appropriate disciplinary action will be final and binding. The Company reserves the right to lock out Users whose eligibility is in question or who have been disqualified or are otherwise ineligible. The failure by a User to cooperate with any internal or external investigation that the Company conducts relating to a violation of these Terms and Rules of User Conduct or applicable law is, itself, a violation of the Rules.
- Disclosures & Risks.
(a) Notification. The Company notifies each User of certain disclosures and risks associated with blockchain, NFT and digital rewards and their associated technology and protocols. The Company Services are not an investment product, and no action, notice, communication by any means, or omission by the Company shall be understood or interpreted as such. The Company has no influence whatsoever on the Element Blockchain, the transactions and consensus protocols, or the NFTs or digital rewards, including the Element Digital Reward. Ownership of a GCA App or Element Node or the use of Company Services does not represent or constitute any ownership right or stake, share or security, debt or equivalent right, or any right to receive any future revenue or form of participation in or relating to any blockchain or digital reward, including the Element Blockchain or Element Digital Reward.
(b) Digital Rewards. Digital rewards are not considered legal tender, are not issued or backed by any government, and have fewer regulatory protections than traditional currency. Moreover, digital rewards are not insured against theft or loss by any insurance corporation or any investor protection, including the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
(c) Market Risk. The value of NFTs and digital rewards are derived from supply and demand in the global marketplace, which can rise or fall independent of any government currency. Holding NFTs and digital rewards carries exchange rate and other types of risk. The value of NFTs and digital rewards may be derived from the continued willingness of market participants to exchange traditional government currency for digital rewards, which may result in the potential for permanent and total loss of value of a particular digital reward should the market disappear. The volatility and unpredictability of the price and value of NFTs and digital rewards, relative to government currency, may result in significant loss over a short period of time. The Company cannot guarantee or warrant the value of any NFT, digital reward or blockchain, including the Element Blockchain and Element Digital Reward, and explicitly warns the User that that there is no reason to believe that any NFT or blockchain reward will increase in value, and that they may hold no value, decrease in value, or entirely lose value.
(d) Regulatory Risk. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of virtual NFTs and blockchain rewards. The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact the Company Services in various ways, including, for example, through a determination that any of the above are regulated financial instruments that require registration. The Company may cease any distribution of any of the above, the development of the Site, Platform, Interface and/or GCA App or cease Company Services and/or operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so. The industry in which the Company operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental, quasi-governmental, regulatory or other similar types of (including banking) authorities will not examine the operations of the Company and/or pursue enforcement actions against the Company. Such governmental activities may or may not be the result of targeting the Company in particular. All of this may subject the Company to judgments, settlements, fines or penalties, or cause the Company to restructure its operations and activities or to cease offering certain products or services, all of which could harm the Company’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the Company Services.
(e) Technology Risk. Virtual NFT and digital reward transactions may be irreversible and losses due to fraudulent or accidental transactions may not be recoverable. Some virtual transactions are deemed to be made when recorded on a public ledger, which may not necessarily be the date or time the user initiated the transaction. The nature of such virtual transactions may lead to an increased risk of fraud or cyber-attacks.
- Changes to the Element Node Network and Element Blockchain Protocol.
The Company and User recognize that from time to time, in accordance with automated algorithmically driven Smart Contracts conforming with provisions of a distributed governance framework (DGF) set forth and initiated in a charter ratified by a community of owners of Element nodes comprising the Element Node Network and corresponding to the Element Blockchain (the “Element Node Network Community”), amendments will be made to the Element Node Network Community charter affecting the Element Blockchain protocol. The Company and User both specifically agree that the Company may, from time to time, present the Element Node Network Community with proposed amendments (the “Proposed Amendments”) that the Element Node Network Community will then vote on whether to implement or not (the “Governance Vote”). The User understands that the Proposed Amendments will be made at the discretion of the Company, and the Company owes the User no duty or obligation to make proposals in its best interests. The User specifically understands that there may come a time when the Company proposes an amendment that is not in or in direct opposition to the User’s best interests, financial or otherwise (including, but not limited to a change in the distribution calculation), and the User has no legal recourse against the Company should any Proposed Amendment be approved and implemented through the Governance Vote. The User’s only recourse is to vote against said Proposed Amendment. The Company and the User both agree that one such Proposed Amendment may be to change the specifications, including, but not limited to the internet connection, Random Access Memory, Central Processing Unit requirements, extra space, and any other requirements needed to run the Element Nodes (the “Specifications”). The Company and User further agree that while the Specifications may be minimal on the effective date of this Agreement, this is subject to change through the Proposed Amendment and the Governance Vote. While the Company does represent and covenant that the Site, Platform, Interface and/or GCA App will be able to be run using the current Element Node specifications, the Company does not and cannot represent or covenant that any rewards earned (financial or otherwise) for doing so are not subject to change.
- No Fiduciary Duties
The Site, Platform, Interface, GCA App and/or Company Services are not intended to, and do not, create or impose any fiduciary duties on the Company. To the fullest extent permitted by law, any user of the Interface acknowledges and agrees that the Company owes no fiduciary duties or liabilities it or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. Any User of the Site, Platform, Interface, GCA App and/or Company Services further agrees that the only duties and obligations that the Company may owe are those set out expressly herein.
- Links to Third Party Websites or Resources
The Site, Platform, Interface, GCA App and/or Company Services may allow a User to access third-party websites or other resources. The Company may provide such access only as a convenience and is not responsible for the content, products or services on or available from those resources or links displayed on such third-party websites. The User acknowledges sole responsibility for and assumes all risk arising from, the User’s use of any third-party resources.
(a) General. The Company may suspend or terminate the User’s right to access or use Site, Platform, Interface, GCA App and/or Company Services immediately and without notice if: (i) the Company determines the User’s use of the Site, Platform, Interface, GCA App and/or Company Services poses a security risk to the Company or any third party, could adversely impact the Company, the Company Services, the Element Blockchain or any other Company users, or could subject the Company, its affiliates, or any third party to liability, or could be fraudulent; (ii) the User is in breach of these Terms; (iii) the User initiated a chargeback or dispute with respect to any payment or purchase associated with the Site, Platform, Interface, GCA App, Platform Assets and/or Company Services; (iv) the User has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; or (v) for any other reason at the Company’s discretion.
(b) Effect of Suspension. If the Company suspends a User’s right to access or use any portion or all of the Site, Platform, Interface, GCA App and/or Company Services, the User shall remain responsible for all fees and charges the User incurs during the period of suspension, including any Maintenance Fees and Blockchain Transaction Fees; and the User may be in violation of a hosting agreement or the blockchain protocols, which may prevent or limit the User’s entitlement or access to any results or rewards that may have occurred during the User’s suspension of the Site, Platform, Interface, GCA App and/or Company Services. User agrees to pay any fee charged by the Company to reconnect the Site, Platform, Interface, GCA App and/or Company Services.
(c) Effect of Termination. If the Company terminates the User’s right to access or use any portion or all of the Site, Platform, Interface, GCA App and/or Company Services, then all of the User’s rights under these Terms immediately terminate and the User shall remain responsible for all fees owed to the Company incurred through the termination date.
- Force Majeure.
The Company and its affiliates will not be liable for any failure or delay in performance of obligation under these Terms where the failures or delay results from any cause beyond reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. Force Majeure events include, but are not limited to, upgrades to the validation rules of a given blockchain (e.g., a “hard fork” or “soft fork”).
- Warranty Disclaimers
THE SITE, PLATFORM, INTERFACE, GCA APP, COMPANY SERVICES, GOLD CREW ATLAS NFTS AND OTHER PLATFORM ASSETS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, AND THE COMPANY EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. The Company makes no warranty that Site, Platform, Interface, GCA App and/or Company Services will meet User’s requirements or be available on an uninterrupted, secure, or error-free basis. The Company makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on Site, Platform, Interface, GCA App and/or associated with Company Services.
THE COMPANY WILL NOT BE RESPONSIBLE OR LIABLE TO USER FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO USER FOR, ANY USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CRYPTOCURRENCY WALLETS OR CORRUPT FILES; (IV) UNAUTHORIZED ACCESS TO INTERFACE; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST ANY BLOCKCHAIN NETWORK UNDERLYING THE INTERFACE.
THE ELEMENT DIGITAL REWARDS, GOLD CREW ATLAS NFTS AND OTHER DIGITAL REWARDS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DISTRIBUTED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK, WHICH THE COMPANY DOES NOT CONTROL. THE COMPANY DOES NOT GUARANTEE THAT IMPOSTORS CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY ELEMENT DIGITAL REWARD, GOLD CREW ATLAS NFT AND OTHER DIGITAL REWARD. USER BEARS FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS PURCHASED THROUGH THE SITE, PLATFORM, INTERFACE, GCA APP, COMPANY SERVICES OR ASSOCIATED THIRD-PARTY SERVICES. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, THE COMPANY MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ELEMENT DIGITAL REWARDS, GOLD CREW ATLAS NFTS, PLATFORM ASSETS AND OTHER DIGITAL REWARDS ON THE SITE, PLATFORM, INTERFACE, GCA APP OR ASSOCIATED WITH COMPANY SERVICES OR ANY PURPORTED SUBSEQUENT TRANSACTIONS.
By accessing and using the Site, Platform, Interface, GCA App and/or Company Services and receiving any Element Digital Reward, Gold Crew Atlas NFT, Platform Assets or other Digital Rewards, the User represents that the User understands the inherent risks associated with using cryptographic and blockchain-based systems, and that the User has a working knowledge of the usage and intricacies of digital assets such as bitcoin (BTC), ether (ETH), and other digital tokens such as those following the Ethereum Token Standard (ERC-20). The User further understands that the markets for these digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. The User acknowledges that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase at any time. The User further acknowledges the risk that the User’s digital assets may lose some or all of their value while they are supplied to or from the Site, Platform, Interface, GCA App and/or associated with Company Services. Still further, the User acknowledges that the Company is not responsible for any of these variables or risks and cannot be held liable for any resulting losses that the User may experience while accessing the Site, Platform, Interface, GCA App and/or associated Company Services. Accordingly, the User understands and agrees to assume full responsibility for all of the risks of accessing and using and interacting with the Site, Platform, Interface, GCA App and/or associated Company Services.
The User will indemnify and hold the Company and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Site, Platform, Interface, GCA App and/or associated Company Services, (b) the User’s User Content, or (c) the User’s violation of these Terms.
- Limitation of Liability
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THE COMPANY NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, PLATFORM, INTERFACE, GCA APP OR ASSOCIATED COMPANY SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, PLATFORM, INTERFACE, GCA APP OR ASSOCIATED COMPANY SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL THE COMPANY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, PLATFORM, INTERFACE, GCA APP OR ASSOCIATED COMPANY SERVICES EXCEED THE AMOUNTS THE USER HAS PAID OR ARE PAYABLE BY THE USER TO THE COMPANY FOR USE OF THE SITE, PLATFORM, INTERFACE, GCA APP OR ASSOCIATED COMPANY SERVICES OR ONE HUNDRED DOLLARS ($100), IF THE USER HAS NOT HAD ANY PAYMENT OBLIGATIONS TO THE COMPANY, AS APPLICABLE.
(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND USER.
- Governing Law and Forum Choice
These Terms and/or any claim or action, in whole or in part, related thereto arising out of the User’s use of the Site, Platform, Interface, GCA App and/or associated Company Services will be governed by the laws of the State of Utah, USA, without regard to its conflict of laws provisions. The 1980 United Nations Conventions on Contracts for the International Sale of Goods does not govern these Terms. Except as otherwise expressly set forth in Section 27 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that User and the Company are not required to arbitrate will be the courts located in the State of Utah, USA, and User and the Company each waive any objection to jurisdiction and venue in such courts.
- Dispute Resolution
(a) Mandatory Arbitration of Disputes. The User and the Company each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site, Platform, Interface, GCA App and/or associated Company Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. The User and the Company agree that the laws of the State of Utah, USA govern the interpretation and enforcement of these Terms, and that the User and the Company are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
(b) Exceptions. As limited exceptions to Section 27(a) above: (i) the User and the Company both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) the User and the Company each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
(c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by JAMS under its JAMS Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect, except as modified by these Terms. The JAMS Rules are available at https://www.jamsadr.com/. A party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules. JAMS provides a form Demand for Arbitration at https://www.jamsadr.com/.
Any arbitration hearings will take place in Utah County in the State of Utah, USA, unless both parties agree in writing to a different location, but will be conducted remotely to the extent permitted by the JAMS Rules. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
(d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, and neither the Company, nor the User will seek to recover the administration and arbitrator fees that each party is responsible for paying, unless the arbitrator finds a party’s Dispute Claims frivolous. If either party prevails in arbitration then the prevailing party will be entitled to seek an award of attorneys’ fees and expenses to the extent provided under applicable law.
(e) Injunctive and Declaratory Relief. Except as provided in Section 27(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that the User or the Company prevails on a claim and seeks public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The User and the Company each agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
(f) Class Action Waiver. THE USER AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THE USER’S OR THE COMPANY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with the User’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
(g) Severability. With the exception of any of the provisions in Section 27(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
- General Terms
(a) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between the Company and the User regarding the Site, Platform, Interface, GCA App and/or associated Company Services, and these Terms supersede and replace all prior oral or written understandings or agreements between the Company and the User regarding the Site, Platform, Interface, GCA App and/or associated Company Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. The User may not assign or transfer these Terms, by operation of law or otherwise, without the Company’s prior written consent. Any attempt by the User to assign or transfer these Terms, without such consent, will be null. The Company may freely assign or transfer these Terms without restriction. Subject to the foregoing, thes Terms will bind and insure to the benefit of the parties, their successors and permitted assigns.
(c) Notices. Any notices or other communications provided by the Company under these Terms will be given: (i) via email; or (ii) by posting to the Site, Platform, Interface and/or GCA App . For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
(d) Waiver of Rights. The Company’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
(e) Feedback. The Company appreciates feedback, comments, ideas, proposals and suggestions for improvements to the Site, Platform, Interface, GCA App and/or associated Company Services (“Feedback”). If a User chooses to submit Feedback, the User agrees that the Company is free to use it (and permit others to use it) without any restriction or compensation to the User.