My Neighbor Alice Marketplace Terms and Service
Effective as of 2022-06-30 Last Revised as of 2023-10-19
Please read and agree to these Terms and Service (the "Terms") carefully before using My Neighbor Alice Marketplace, or any other clients, domains, launcher, applications, products, software, platform, services and/or content (collectively, the “Marketplace”) provided by Alice Foundation Ltd. (“Alice”, “We”, “Us”) and its affiliates, whether as a guest or registered user.
Acceptance of Terms
Your (“you”, “participant”, “user”, or “buyer”), use or access to the Marketplace is conditioned on your unconditional acceptance of and compliance with these Terms. If you disagree with any part of the Terms, then you may not access or use the Marketplace.
By accessing the Marketplace, purchasing any digital assets and/or Non-fungible tokens (“NFTs”) and/or calling an action on the Marketplace or on a Marketplace smart contract, you are deemed to be unconditionally bound by, and accept these Terms, Code of Conduct, Cookie Policy, Game Terms, and our Privacy Policy, incorporated herein by reference, as set out below (“Acceptance”).
If you do not unconditionally agree to these Terms, you are not authorized to test, purchase goods, acquire, use, access, connect to or register to access Marketplace and the goods or services provided and/or facilitated by the Marketplace and you must immediately cease doing so. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have full authority to bind the company or legal entity (and its employees) to this agreement. The Terms may be amended from time to time by Alice and any changes do not change your unconditional acceptance of these Terms. These Terms must be read in conjunction with our Privacy Policy, Cookie Policy, Code of Conduct and the Alpha Season Version of the My Neighbor Alice Game Terms and Conditions (“Game Terms”) which is hereby incorporated into these Terms by reference.
Subject to the Terms, Alice hereby grants you to, a royalty-free, revocable, limited, non-exclusive license during the term of this document to possess and to use a copy of the Marketplace. The Marketplace is being distributed by Alice. You are not allowed to make a charge for distributing this application, either for profit or merely to recover media and distribution costs.
You will not utilize the Marketplace if you are a resident or national of a jurisdiction where access, sales, purchases and/or trades at the Marketplace is prohibited under local laws. Your access to the Marketplace is always initiated on your own accord, and you are solely responsible for ensuring compliance with applicable local laws.
The use of our Marketplace is strictly prohibited and not available to individuals residing in the following countries: North Korea, Russia, Iran, Cuba, Syria, Afghanistan, Belarus, Myanmar, Central African Republic, Congo, Ethiopia, Iraq, Lebanon, Libya, Mali, Nicaragua, Somalia, South Sudan, Sudan, Venezuela, the United States of America, Zimbabwe, Yemen, Tunisia, Haiti, Burundi, Democratic Republic of the Congo.
By accessing or attempting to use our Marketplace from any of the aforementioned countries, you acknowledge and agree that you are prohibited from doing so. We reserve the right to monitor user activity and take necessary measures to enforce this restriction, including but not limited to blocking access, terminating accounts, or refusing service. Please note that this list of restricted countries may be updated periodically without prior notice. It is your responsibility to ensure compliance with any applicable laws or regulations in your jurisdiction before accessing or using our Marketplace. We appreciate your cooperation and adherence to these Terms, as they are necessary to maintain compliance with legal and regulatory requirements.
By using the Marketplace I confirm that I have read these Terms and Conditions and agree to be unconditionally bound by them, and agree to proceed.
Age Limit
The Marketplace and the NFTs and/or digital assets are offered and available to Buyers who are 18 years of age or older. By purchasing, acquiring, accessing, or using NFTs and/or digital assets, you represent and warrant that you are of legal age to form a binding contract with Alice and meet the foregoing eligibility requirement. If you do not meet this requirement, you must not purchase, acquire, access, or use NFTs and/or digital assets.
Changes To These Terms
Alice may revise and update these Terms from time to time in its sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of our Marketplace thereafter. Any changes to these Terms will be in effect as of the “Last Revised” date referred to at the top of this page.
Your continued use of the Marketplace after following the posting of the revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding for you.
Digital Assets
The NFTs, and digital assets are not a representation of money or electronic money, or any security, commodity, bond, debt instrument, unit in a collective investment scheme or any other kind of financial instrument or investment. Alice does not facilitate the transmission of fiat currency on behalf of users or other third parties, nor does it assist with the conversion of NFTs and/or digital assets to fiat currency.
1. Privacy Policy Security And Support
It is your responsibility to know, understand and abide by our Privacy Policy, which is incorporated herein by reference. Any information that you may provide to Alice during your use of the Marketplace is subject to Alice’s Privacy Policy. Any information that you may provide to a third-party site during your use of the Marketplace is subject to the third-party site’s privacy policy, and your use of any third-party site included in the Marketplace is governed by the terms of service of the applicable third-party site.
You are solely responsible for ensuring that any process, devices and/or services you employ to access or use the Marketplace do not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system and/or any data contained therein. To the greatest extent permitted by law and without limiting the generality of this Section, Alice excludes any liability for any interference or damage to your devices, computer system and/or any data contained therein in connection with your access or use of the Marketplace or any of the Alice-websites or Alice-applications.
2. Alice Marketplace
Alice offers a marketplace where individuals are able to purchase Plots (NFTs) which represents virtual land in the game My Neighbor Alice (“MNA”). The Plots and NFTs will exist on the Chromia Relational Blockchain or Binance Smart Chain Network. The Plots are in finite supply, may have different characteristics
and relative value and may enable users to create, buy, transfer and trade unique digital game assets on your Plot in MNA for game-making purposes and/or may be used as collateral/security in MNA. Plots would have no useability outside of the MNA platform. Plots and the NFTs do not have any tangible or physical manifestation.
It thus must be stated that Alice owns all rights, title, and interest in and to any art, design, photograph, and drawing that may be associated with any MNA Plot that you Own, and all intellectual property rights therein.
Alice is developing the game My Neighbor Alice which is continuously expanding and thus you may see changes to our Marketplace without a warning. Due to the evolving nature of technologies, the development of the game My Neighbor Alice and the way we do business, we reserve the right, with or without notice, to modify, suspend, terminate, or discontinue providing the Marketplace at any time. We release updates on a regular basis, some of which are not publicly announced. These are done to improve system stability, add new features, allow us time to perform routine maintenance, or comply with applicable law. We are not liable in the event that we modify, suspend, terminate or discontinue any part of the Marketplace.
2.1. Revenue, sales and rentals
Any revenue earned for sales or rentals of Plots and/or digital assets performed within the Marketplace, minus any transaction fees, shall be paid to you promptly on the Chromia Relational Blockchain or Binance Smartchain by the purchaser of the Plots and/or digital assets. If you elect to sell or rent your Plot and/or digital assets, or perform any transactions relating to the sale or transfer of Plots and/or digital assets, any transactions that you engage in will be conducted solely through Chromia Relational Blockchain or Binance Smartchain via MetaMask (or other EVM-compatible wallets and browsers). Such sales, rental, economic activities or other transactions relating to Plots and/or digital assets shall be a direct contractual relationship between the seller and purchaser of the relevant Plots and/or digital assets, and Alice is not a party to said contract, and shall in no circumstances be deemed to a seller or distributor of Plots and/or digital assets. Accordingly, Alice has no control over these payments or transactions, nor do we have the ability to reverse any transactions, and cannot provide any guarantee, warranty or assurance regarding such transactions.
Alice will have no liability to you or to any third party for any loss, claims or damages that may arise as a result of any transactions that you engage in regarding Plots and/or digital assets. Alice is not your agent, advisor, intermediary or fiduciary for any action which you perform within. Alice reserves the right to charge the
purchaser a fee for sales transactions and a royalty fee that occur in the Marketplace. Such fee will automatically be applied as part of the sales transaction.
As between you and Alice, you will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on Alice’s net income) now or hereafter claimed or imposed by any governmental authority (collectively, "Taxes") associated with your use of Plots and/or digital assets (including, without limitation, any Taxes that may become payable as a result of your ownership, renting out or transfer of Plots and/or digital assets).
Plots and/or digital assets are not a representation of money or electronic money, or any security, commodity, bond, debt instrument, unit in a collective investment scheme or any other kind of financial instrument or investment. Alice does not facilitate the transmission of fiat currency on behalf of users or other third parties, nor does it assist with the conversion of Plots and/or digital assets to fiat currency. Plots and/or digital assets are distributed on a spot and unmargined basis, and Alice is not under any obligation to return to the buyer any amount of any original purchase price.
3. Your Account
We reserve the right to require that you register with us in order to mint, buy and sell NFTs and/or digital assets at the Marketplace.
If you are required to register an account with us or any third-party, you agree to provide accurate, current, and complete information about yourself as part of that process.
When registering you may be required to select a username and password, private key, or other form of secure authentication that will be used to access your account ("Password"). You are responsible for any use of your Password, whether by you or others. You agree to keep your Password confidential and not share it with anyone else. You agree not to log into another user's account or try to gain access to another user's account. Alice is not liable for any loss or damage arising from your failure to protect your username, Password, or any other personal information, including but not limited to loss of access to any NFTs and/or digital assets.
You acknowledge and agree that certain data pertaining to you, which you may view as sensitive, will be accessible to the public through the Chromia Relational Blockchain or Ethereum Blockchain, or Binance Smart Chain Network. Such data includes but is not limited to information identifying and/or otherwise pertaining to your User Account.
You authorize Alice to act on instructions received through use of your Password, and that Alice may, but is not obligated to, deny access, or block any transaction made through use of your Password without prior notice. We reserve the right to cancel your account, without notice, for any reason, at any time.
You are also responsible for any problems that arise as a result of your account's use. Any damage to our system or our Marketplace caused by your account will be your responsibility.
4. Compliance
You acknowledge that certain operations in respect of the Marketplace may constitute and/or otherwise fall within the scope of regulated activities under applicable laws in certain jurisdictions. You acknowledge that you may not use the Marketplace to engage into any such activities and that Alice makes no representation in respect of, or otherwise in connection with, the suitability of the Marketplace and/or any output generated by using the Marketplace, to engage into any regulated activity regarding the Marketplace or such output’s compliance with laws and regulations applicable to such activities. Alice neither recommends, nor otherwise advises that you engage in such activities. If you choose to engage in regulated activities, you do so at your own risk and sole responsibility.
In particular, you are solely responsible for your compliance with any applicable laws and regulatory requirements, including any applicable provisions of financial markets laws. You herewith expressly and unconditionally agree to ensure compliance with any applicable legal requirements at your own cost and responsibility in using the Marketplace and/or any output in connection with the Marketplace.
5. Know Your Customer ("KYC")
Alice may require users to register and under-go proper KYC process as per instructed by Corruption, Drug Trafficking And Other Serious Crimes (Confiscation of Benefits) Act in Singapore. The KYC process is governed by our KYC Policy, which outlines the specific requirements, procedures, and documentation necessary for KYC verification. You can access our KYC Policy here: KYCAML.doc
KYC checks will be conducted on specific transactions and users in accordance with our internal policies and regulatory obligations. We have partnered with Blockpass, a reputable third-party KYC service provider, to facilitate the KYC verification process. By using our marketplace, you agree to comply with Blockpass.org's terms of service and privacy policy, in addition to our own terms and policies.
Users are responsible for ensuring the accuracy and completeness of the information provided during the KYC process. Providing false or misleading information may result in account suspension or legal action. We reserve the right to suspend or terminate your access to our marketplace if you fail to meet KYC requirements, pose a risk to the security and integrity of the platform, or violate our terms and policies.
We may update our KYC requirements and procedures from time to time to reflect changes in regulations or our business practices.
6. User Restrictions
You are solely responsible for your actions, content and behavior of your account. You agree that you will not under any circumstances:
access the Marketplace for any reason other than your personal, non-commercial use solely as permitted by the normal functionality of the Marketplace,
collect or harvest any personal data of any user of the Marketplace, including their private information, IP address, or other network profile data,
use the Marketplace for the solicitation of business in the course of trade or in connection with a commercial enterprise,
distribute any part or parts of the Marketplace without our explicit written permission (except for the operators of public search engines (e.g. Google) who is granted permission to use spiders to copy materials from the site for the sole purpose of creating publicly-available searchable indices but retain the right to revoke this permission at any time on a general or specific basis),
use the Marketplace for any unlawful purpose or for the promotion of illegal activities,
engage in, or attempt to engage in, harassment, threats, abuse, stalking, spamming, or vandalism,
interfere or attempt to interfere with the proper operation of the Marketplace or prevent others from
using the Marketplace, or disrupt the normal flow of dialogue with an excessive number of messages
(flooding attack) to our Marketplace, or negatively affect other people’s ability to use the Marketplace,
make any automated use of the Marketplace or the related systems, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or
network infrastructure,
publish or link to malicious content of any sort, including that intended to damage or disrupt another
user’s browser or computer,
develop, invoke, or utilize any code to disrupt, diminish the quality of, interfere with the performance
of, or impair the functionality of our Marketplace,
circumvent, disable or otherwise interfere with any security-related features of the Marketplace or features that prevent or restrict use or copying of content, or enforce limitations on use of the Marketplace or the content accessible via the Marketplace,
use the Marketplace in a manner that is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes,
attempt to incite other people to commit unlawful or harmful acts, intimidate or threaten other users, or distribute private data or information, or
use the Marketplace in a manner that is inconsistent with applicable law and these Terms.
The above mentioned restrictions are not an exhaustive list. You agree not to allow or encourage any third party to use any of our Marketplace to commit any of the above-mentioned or similar acts. We handle each instance of violation or alleged violation of these Terms on a case-by-case basis. We reserve the right to act or refrain from acting on any violations in any way we deem appropriate.
Any form of violation of theses Terms may result in any of the following:
We may issue a warning and demand that you remedy your violation, where applicable,
We may refuse, disable, or restrict certain portions of your access to our system,
We may delete content or data that you have added to our system,
We may completely ban you from accessing our system,
We may delete your account entirely from our system, with no liability to you, or
We may take legal action against users who violate these Terms.
In the event that any individual has had their access blocked or is banned under this provision, they are prohibited from seeking access to the Marketplace, either a portion or the entirety, unless Alice provide explicit permission.
7 Representation And Warranties
7.1. User representation and warranties
By using and accessing our Marketplace, you represent and warrant that:
You will submit true, current and complete registration information and maintain the accuracy of such information,
You are not under the age of 18 and that you have the legal capacity to agree and comply with these Terms,
You will not use our Marketplace for any illegal or unauthorized purpose, and
Your use of the Marketplace will not violate any applicable law or regulation.
7.2. Alice representation and warranties
Alice does not make any representation or give any warranty in respect to any characteristics of Alice. All warranties are expressly excluded to the maximal extent permitted under applicable laws. In particular, while Alice has endeavoured to take all reasonable measures and apply appropriate care in the preparation of the content of the Marketplace, Alice neither represent nor warrant that:
the Marketplace run uninterrupted and error-free, or
the use of the Marketplace is fit for any particular purpose and does not infringe upon any third-party’s intellectual property rights, or
any information contained in the Marketplace is accurate, adequate, complete or error free, and
except when otherwise stated in writing Alice, the copyright holders and/or other parties provide the
Marketplace "as is" without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. The entire risk as to the quality and performance of the Marketplace, any NFTs and/or digital assets that you own is with you.
8. Intellectual Property
You acknowledge and agree that Alice and our licensors retain ownership of all intellectual property rights of any kind related to the Marketplace, including applicable copyrights, trademarks and other proprietary rights. Other product and company names that are mentioned on the Marketplace may be trademarks of their respective owners. Alice reserve all rights that are not expressly granted to you under these Terms of Use.
9. Third Party Websites And Content
The Marketplace may contain features and functions that link to third-party websites, servers, directories, systems, networks or any other kind of third-party hosting or hosted content. Anytime you access this content, what you do with it is between you and the provider of that content. We do not endorse or support
any third-party content, and cannot be held responsible for what is contained on external systems. We expressly disclaim any responsibility for what happens on third-party systems. Third-party systems are not a part of our Marketplace in any way, and we imply no affiliation or endorsement by having them on our system. Access and use of such third party sites or applications, including the information, material, products and services on third party sites or applications, or available through third party sites, is solely at your own risk.
10. Disclaimer Of Warranties
The Marketplace is provided “as is”, without warranty of any kind. Without limiting the foregoing, Alice expressly disclaim all warranties, whether express, implied or statutory, regarding the service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non infringement. Without limiting the foregoing, Alice make no warranty or representation that access to or operation of the service will be uninterrupted or free of errors. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the service. Some jurisdictions limit or do not permit disclaimers of warranty, so this provision may not apply to you.
11. Limitation Of Liability And Indemnity
Save where expressly provided, all conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this license or any collateral contract, whether by statute, common law or otherwise, are hereby excluded to the maximum extent permitted by law. Nothing in this license shall operate to exclude or limit the Alice’s liability for:
death or personal injury caused by its negligence, or
fraud; or any other liability which cannot be excluded or limited under applicable law.
In no event unless required by applicable law or agreed to in writing will Alice or any licensor, successors, affiliates, contractors, employees, suppliers, partners or agents be liable to you for any compensatory, direct, indirect, incidental, general, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, cost of cover, goodwill, use, data, data being rendered inaccurate or losses sustained by you or third parties or other intangible losses, even if such holder or other party has been advised of the possibility of such damages, arising from or relating to these Terms or your use or the inability to use the Marketplace.
These limitations shall also apply with respect to damages incurred by reason of any products or services sold or provided on any third party sites or otherwise provided by any third parties other than Alice (including third party application developers) and received by you through or advertised on the services or received by you on any third party sites.
To the fullest extent permitted by law, Alice shall not be liable to the User for any costs, expenses, loss, or damage (whether direct, indirect, or consequential and whether economic or other) arising from the User's exercise of the rights granted to it under this agreement.
The User shall indemnify Alice against all liabilities, costs, expenses, damages, and losses (including any direct, indirect, or consequential losses, loss of profit, loss of reputation and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other [reasonable] professional costs and expenses) suffered or incurred by the Licensor arising out of or in connection with:
the Users exercise of the rights granted to it under this agreement,
the Users breach or negligent performance or non-performance of this agreement, including any
product liability claim relating to Licensed Products manufactured, supplied, or put into use by the
Licensee,
the enforcement of this agreement, and
any claim made against Alice by a third-party for death, personal injury or damage to property arising
out of or in connection with defective Licensed Products, to the extent that the defect in the Licensed Products is attributable to the acts or omissions of the Licensee, its employees, agents, sub-licensees, or subcontractors.
This indemnity shall not apply to any liabilities, costs, expenses, damages, or losses incurred by Alice directly or as result of any material breach by Alice of any term of this agreement, or any act of gross negligence or wilful misconduct by Alice.
Liability under this indemnity is conditional on Alice discharging the following obligations. If any third-party makes a claim, or notifies an intention to make a claim, against Alice which may reasonably be considered likely to give rise to a liability under this indemnity (“Claim”), Alice shall:
as soon as reasonably practicable, give written notice of the Claim to the Users, specifying the nature of the Claim in reasonable detail;
not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Users (such consent not to be unreasonably conditioned, withheld or delayed) provided that Alice may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the Licensee, but without obtaining the Users consent if Alice reasonably believes that failure to settle the Claim would be prejudicial to it in any material respect;
give the Users and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives, or advisers, and to any relevant assets, accounts, documents and records within the power or control of Alice, so as to enable the Users and its professional advisers to examine them and to take copies (at the Licensee's expense) for the purpose of assessing the Claim; and
subject to the Users providing security to Alice to Alice’s reasonable satisfaction against any claim, liability, costs, expenses, damages, or losses which may be incurred, take such action as the Users may reasonably request to avoid, dispute, compromise or defend the Claim.
OR be deemed to have given to the Users sole authority to avoid, dispute, compromise or defend the Claim.
If a payment due from the Users under this (Protection of the Copyright and the Mark) is subject to tax (whether by way of direct assessment or withholding at its source), the Licensor shall be entitled to receive from the Licensee such amounts as shall ensure that the net receipt, after tax, to the Licensor in respect of the payment is the same as it would have been were the payment not subject to tax.
Nothing in this clause shall restrict or limit the Alice’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.
Nothing in this agreement shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence.
12. Termination
We may, at our sole discretion at any time, and for any reason or no reason, and without notice or liability, immediately terminate your access to all or any part of the Marketplace. Termination may include, but not be limited to removal of your access to, or listing of the Marketplace on Alice media properties or platform; or the deletion of all account information related to the Marketplace from Alice’s media properties; and barring any further use of or access to the Marketplace by you. Alice may terminate this Agreement if, in Alice sole discretion, Alice determines that there has been a breach of these Terms, a material breach of any other agreement including the Code of Conduct, Privacy Policy and/or Game Terms between you and Alice or a violation of law. Upon termination, all licenses granted herein end immediately. You will cease using the Marketplace and NFTs and/or digital assets. Termination of these Terms will not relieve you of your obligation to pay any amounts you owe up to and including the date of termination.
13. Governing Law And Dispute Resolution
To the maximum extent allowed under applicable laws, these Terms are governed by the substantive laws of Singapore, to the exclusion of its rules of conflict of laws and to the exclusion of international treaties.
Any dispute, controversy or claim arising out of, or in connection with, these Terms, or the existence, breach, termination, or invalidity thereof, or any non-contractual obligations arising out of or in connection with these Terms, shall be finally settled by arbitration in accordance with the SIAC Arbitration rules 2019 the at the Singapore International Arbitration Centre (SIAC) for the time being in force, which rules are deemed to be incorporated by reference in this clause.
The seat of the arbitration shall be Singapore. The Tribunal shall consist of three (3) arbitrators. The language of the arbitration shall be in English.
All arbitral proceedings, all information disclosed and all documents submitted or issued by or on behalf of any of the disputing parties or the arbitrators in any such proceedings as well as all decisions and awards made or declared in the course of any such proceedings shall be kept strictly confidential and may not be used for any other purpose than these proceedings or the enforcement of any such decision or award nor be disclosed to any third-party without the prior written consent of the party to which the information relates or, as regards to a decision or award, the prior written consent of all the other disputing parties.
14. Relationship Of The Parties
You, third parties, and we are all independent parties with respect to each other. These Terms not mean an agency or partnership between us and you or any third party. It also does not constitute a joint venture, or an employment relationship. You agree that Alice has no special relationship with or beneficiary duty to you. No parties to these Terms (including us, you, and any third party) have the right to enter into an agreement for or on the behalf of any other agreeing party. No parties to these Terms may become involved in a situation that results in obligation or liability of any other agreeing party.
15. Entire Agreement
These Terms, our Privacy Policy, our Code of Conduct and Game Terms constitute the sole and entire agreement between you and Alice regarding the Marketplace and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Marketplace. The failure of Alice to exercise or enforce any right or provision of this agreement shall not constitute a waiver of such right or provision. If any provision of this agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this agreement remain in full force and effect.
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