TO BE ELIGIBLE TO PARTICIPATE IN THE RAXWORLD, LLC (“RAXWORLD” or “WE” or “THE COMPANY”) NFT AUCTION (“AUCTION”) YOU MUST SATISFY THE ELIGIBILITY REQUIREMENTS SET FORTH BELOW. BY PARTICIPATING AND BIDDING IN THIS AUCTION, YOU HEREBY (the “PARTICIPANT” or “YOU”) AGREE TO THE TERMS HEREIN, WHICH SHALL CONSTITUTE A LEGALLY BINDING CONTRACT BETWEEN RAXWORLD AND YOU. YOU ARE ADVISED TO READ THEM CAREFULLY BEFORE PARTICIPATING. WITHOUT LIMITATION, THIS CONTRACT PROVIDES TERMS TO THE EFFECT THAT RAXWORLD BE INDEMNIFIED FROM ANY LIABILITY ARISING OUT OF OR RELATED TO ANY BREACH BY YOU IN RESPECT OF ANY TERMS HEREIN, ANY CLASS ACTIONS (IF APPLICABLE), REPRESENTATIVE PROCEEDINGS AND JURY TRIALS BE WAIVED BY YOU, DISPUTES BE SETTLED BY MANDATORY BINDING ARBITRATION, AND THAT YOUR RIGHTS AND REMEDIES BE LIMITED IN ACCORDANCE WITH THE TERMS HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT PARTICIPATE IN THE AUCTION.
ELIGIBILITY
In order to be eligible to participate in the Auction, you must (a) be 18 years old or older, (or the applicable age of majority and contractual capacity in your jurisdiction); (b) have a digital wallet capable of supporting an ERC721 token (“Wallet”) (certain Wallets, such as those offered by Metamask, are available for free); and (c) not be in, under the control of, or a national or resident of Cuba, Iran, North Korea, the regions of Crimea, Donetsk and Luhansk in Ukraine, Russia, Sudan, Afghanistan or Syria or any other country subject to United States embargo, UN sanctions, HM Treasury’s financial sanctions regime, or on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List HM Treasury’s financial sanctions regime.
GENERAL
Our Privacy Policy, KYC Policy and any other mandatory policies can be accessed at tribute-auction.raxworld.io ("Auction Site”) or other agreements entered into separately between you and RAXWORLD are considered an integral part of these Terms and shall have the same legal effect. Your participation in the Auction is conditional on the acceptance of all supplementary terms as may from time to time be published on the Auction Site.
We may amend or modify these Terms at our discretion at any time by posting such amended or modified Terms on the Auction Site. Any and all modifications or changes shall become effective upon the date of publication of the same and the participant agrees and acknowledges that the Company will not explicitly notify the Participant of the possible amendments and modifications. By continuing to participate in the Auction once the revised Terms are effective, you agree to be bound by such Terms.
RISKS
Please note the following risks of using the Auction Site or participating in the Auction: The risk of loss in holding any cryptographic tokens can be substantial. You should therefore carefully consider whether holding any cryptographic tokens is suitable for you in light of your financial condition, including the RAXworld Mysterybox NFTs (defined below). In considering whether to hold any cryptographic tokens, you should be aware that the price or value of cryptographic tokens can change rapidly, decrease, and potentially even fall to zero. You assume all risks when using the Auction Site or Auction.
When using the Auction Site or participating in the Auction, you acknowledge that the Company and its affiliates and the directors, officers, employees, agents, advisors, licensors, attorneys, independent contractors, providers, subsidiaries of the Company and its affiliates, shall in no event be liable, directly or indirectly, for any losses, claims, damages or liabilities, general, special, compensatory, consequential and/or incidental, incurred by you arising out of or relating to or in connection with the Auction Site or Auction, the RAXworld Mysterybox NFTs or any relevant digital assets (if applicable), any performance or non-performance of the Auction Site or Auction, or any other product, service or other item provided by or on behalf of Us and our affiliates, including but not limited to loss of profits, loss of value, loss of goodwill, loss of data and any other damages.
You understand and agree that any NFT, blockchain technology, distributed ledger technology, smart contracts and related projects are new and relatively untested and outside of our control. Any adverse changes in market forces, the technology and regulatory environment impacting our performance shall forthwith absolve Us from responsibility in this regard, including but not limited to hacking attacks, possible theft, unfavourable regulatory action, or unclear legal/tax status of NFT(s), weakness or exploits in the field of cryptography, application security breaches, breaches of any third-party providers, or materialized risks of changes to the Ethereum platform.
You agree and acknowledge that we do not make any representations and warranties on the liquidity, the present and future valuation of RAXworld Misterton NFTs or any NFTs, any other blockchain assets or digital assets in respect of the Auction (if applicable). You acknowledge that (i) the value of the said tokens and/or assets may be extremely volatile and may fluctuate from time to time; (ii) the fluctuations in the price of the said tokens or other digital, virtual and/or blockchain assets may materially and adversely affect the valuation of the same; and (iii) the value of the said tokens and/or assets may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for the same in the Secondary Sale (defined below), Approved Marketplace (defined below)or any other applicable platforms and therefore the value of the said tokens may be subject to the potential for permanent or total loss of value.
While we implement reasonably practicable procedures, measures, and steps to safeguard the security and the integrity of the Auction Site and Auction, we cannot and do not guarantee absolute security over the internet and/or electronic storage and do not represent, warrant, or undertake that the Auction Site and Auction, the content therein, any services provided therein are free of viruses or other harmful components. You agree and acknowledge that we do not represent or warrant the Auction Site and Auction are secure from a hacker or other malicious attack, which may result in the stealing or the loss of your confidential information or any other data (if any).
You acknowledge that we use blockchain technologies and/or any equivalent or similar technologies to create, mint, develop and/or tokenize relevant digital assets in respect of the Auction Site or Auction (including inter alia the RAXworld Mystery Box NFTs).
You hereby acknowledge and agree that (i) the technologies used by the Auction Site or Auction are not under our control or influence and are subject to risks and uncertainty, and may depend on the stability of other third-party services or networks; (ii) such technologies are novel, experimental and speculative, and may subject to legal and regulatory risks in your jurisdictions; (iii) the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain and may be subject to constant changes, any new regulations or policies may materially adversely affect the development and/or service and the utility, transfer and valuation of any digital assets in respect of the Auction Site or Auction (including inter alia the RAXworld Mystery Box NFTs); (iv) the said NFTs or the digital assets are not legal tender and are not back by any government; (v) transactions involving the said NFTs or digital assets may be irreversible, and losses due to fraudulent or accidental transactions may not be recoverable; and (vi) there are risks associated with using an internet based currency or token, including but not limited to, the risk of hardware, software and internet connections instability or failure, the risk of malicious software intrusion, fraud, counterfeiting, cyber-attacks and any other risk that third-parties may obtain unauthorized access to information stored within your Account (defined below) or Wallet. You accept and acknowledge that we shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Auction Site or participating in the Auction or any related activities, however caused.
The aforesaid NFTs or digital assets may depend on any third-party systems or other smart contracts, some of which may be coded and/or deployed by a third party. You hereby acknowledge and agree that smart contracts may be adversely affected by malfunctions, bugs, defects, hacking, theft, attacks, intrusion, negligent coding or design choices, or changes to the protocol rules and that you may be exposed to a risk of total loss and forfeiture of the said NFTs or digital assets. The Company shall assume no liability or responsibility for any of the aforesaid matters.
You hereby assume the responsibility to conduct your own independent research, investigation, and inquiry about blockchain technologies and any equivalent or similar technologies in relation to any digital assets, tokens, and any virtual assets.
REGISTRATION OF AN ACCOUNT
Registration of Account. In order to use the Auction Site and participate in the Auction, you must first register by providing your identification information, which shall include inter alia your name, e-mail address, password, and affirming your acceptance of these Terms. Upon successful completion of the registration process, we will establish your Account (also “Account”). We may at our sole discretion refuse to allow anyone to establish an Account or limit the number of the Accounts that a single Participant may establish and maintain at any time.
Password Security and Keeping Your Contact Information Current. You are solely responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), application programming interface (API) keys or any other codes related to your Account or that you use to access the Auction Site or Auction. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Account by third parties and the loss or theft of any NFT(s) and/or funds held in your Account and any associated accounts, including your linked bank account(s) and credit card(s). You are responsible for keeping your email address and telephone number up to date in your Account’s profile to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to the compromise of your sensitive information or failure to follow or act on any notices or alerts that we may send to you. In the event that you believe your Account’s information has been compromised, you must contact us immediately. For the avoidance of doubt, any communication or assistance we may offer in such an event shall not be in any way construed as an admission of liability or a waiver of any rights entitled to us in accordance with this Agreement.
Verification of Your Account. Due to any statutory and regulatory requirements, the creation and usage of your Account may be subject to verification. You agree to provide us with any relevant information we may from time to time request for the purposes of identity verification, compliance with KYC rules, as well as detection of money laundering, terrorism financing, fraud or any financial or other crime. The requested information may include personal data. By providing Us with the information we request, you confirm that it is true and accurate, and agree to inform us in case of change concerning such information. We reserve the right to block or restrict access to your Account as we see fit until we are satisfied with the information you have provided and determine in our sole discretion that it is sufficient to validate your Account.
Additional information. You agree to provide such additional information and documents at the request of any competent 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. You agree and undertake to provide any such additional information and documents that we may from time to time require for the purpose of or otherwise to facilitate compliance with any applicable laws and regulation. You acknowledge that a failure to do so may also result in the blocking or restricting of your Account as stated in the former clause.
KYC AND AML COMPLIANCE
We are obliged to comply with “Know Your Customer” (“KYC”) and “Anti Money Laundering” (“AML”) laws and regulations (together, “KYC/AML regulations'') on any Participants in the Auction Site or Auction. You may not be able to make any transactions unless you comply successfully with established KYC procedures in accordance with our AML Policy.
Documents submitted must be verified prior to opening your Account. Verification of your identity will require multi-factor authentication, layered security, and other controls to ensure a meaningful user identity confirmation process is based on accumulated, among other factors.
Pursuant to the economic sanctions’ programs administered in the jurisdictions where we conduct business, we may be prohibited from granting you access to the Auction Site or Auction or entering into relationships with certain individuals and/or entities. By using the Auction Site and participating in the Auction, you represent and warrant that your use of any of the aforesaid complies with those requirements. Without limiting the foregoing, you may not access the Auction Site or participate in the Auction if: (1) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, the regions of Crimea, Donetsk and Luhansk in Ukraine, Russia, Sudan, Afghanistan or Syria or any other country subject to United States embargo, UN sanctions, HM Treasury’s financial sanctions regime, or if you are on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List HM Treasury’s financial sanctions regime; or (2) you intend to supply any acquired cryptocurrency(ies) (including the RAXworld Mysterybox NFTs) or any digital assets to Cuba, Iran, North Korea, the regions of Crimea, Donetsk and Luhansk in Ukraine, Russia, Sudan or Syria or any other country subject to United States embargo or HM Treasury’s financial sanctions regime (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury’s financial sanctions regime.
DATA PROTECTION AND PRIVACY POLICY
You agree and understand that identification data (name, billing address, personal ID number) may be shared with entities with whom you may enter in sale and purchase agreements or other transactions in any Approved Marketplace (defined below) or Secondary Sale (defined below) (all under terms of our Privacy Policy), or in other cases as covered in our Privacy Policy.Your Privacy. Protecting your privacy is very important to us. Before accessing the Auction Site or Auction and/or accessing/using any of the services therein, you are required to review and consent to our Privacy Policy, accessible on tribute-auction.raxworld.io, where we explain how we collect, use, store and disclose information regarding your privacy (“Privacy Policy”). When accessing or using the Auction Site or Auction, you agree with the Privacy Policy as well as these Terms.
OUR RELATIONSHIP WITH YOU
You further acknowledge, agree, and understand that:
(a) You are not an employee of the Company, and you are not eligible for any of the rights or benefits of employment relationship (including, but not limited to any unemployment and/or workers compensation insurance);
(b) You acknowledge that nothing herein this Agreement shall constitute or be deemed to constitute a partnership or joint venture between the Company and you or constitute or be deemed to constitute any agency relationship and you shall have no authority or power to bind the Company or to contract in the name of, or create a liability against, the Company in any way or for any purpose.
(c) We assume no liability or obligations under or related to any services (if any) provided to Participants or any acts or omissions by you or by any other Participants; and
(d) We do not provide any Participants with training, or any equipment, labor, tools, or materials related to any services.
THE RAXworld NFTs
The subjects of the Auction are certain non-fungible tokens (“NFT(s)”) created by or on behalf of RAXWORLD known as Tribute Mystery Boxes (“RAXworld Mystery Box NFT(s)”). The RAXworld Mystery Box NFTs shall not be exchangeable for any merchandise or memorabilia created by or on behalf of RAXWORLD under any circumstances.
The Participant understands and acknowledges that the RAXworld Mystery Box NFTs or any digital assets in respect of the Auction Site or Auction are minted “on demand” and would be delivered into his or her Wallet within 24 hours upon the completion of the Auction, but in any event Company is entitled upon its discretion to deliver the said NFTs to the Participant within any reasonable time.
The Participant further acknowledges that he or she shall not have any right of inspection in respect of the RAXworld Mystery Box NFTs prior to their delivery and are provided “as is.” The Participant understands and acknowledges that each RAXworld Mystery Box NFT or of any digital asset in respect of the Auction Site or Auction may vary with respect to (if applicable) appearance, functionality, quantity, rarity, value, and other aspects and attributes, and that a collection of any relevant NFTs or digital assets in the same may be materially different from another collection with respect to (if applicable) appearance, functionality, quantity, rarity, value, and other aspects and attributes.
The Participant understands and acknowledges that the RAXworld Mystery Box NFTs or any digital assets in respect of the Auction Site or Auction are not images, but are rather, units of data on the Ethereum blockchain. The image files associated with the aforesaid are not the subjects of the Auction and do not confer any rights thereto (save for the circumstances stipulated below)
THE AUCTION
During the Auction Period (defined below), eligible Participants may access the Auction Site and may place a bid on and pay for RAXworld Mystery Box NFT(s) or any digital assets in respect of the Auction Site or Auction.
Bidding may begin once the Auction goes live, and bids will be accepted until the Auction Period ends, as set forth herein. The Auction shall begin at 6:00 PM HKT on May 26, 2023 and end at 6:00 PM HKT on May 29, 2023 (the “Auction Period”). RAXWORLD shall be the official timekeeper for the Auction and RAXWORLD reserves the right and is entitled to exercise upon its sole unfettered discretion to amend the starting time of the Auction Period or the closing time, close the Auction earlier or later than the original Auction Period or to make any amendments in respect of any aspects of the Auction Period as RAXWORLD may deem suitable. RAXWORLD hereby reserves the right to limit, change, cancel, or relist the Auction, without prior notice, notwithstanding that bids may had already been submitted.
All bidding shall be made in Ether. The Participant acknowledges that the price of Ether, like other cryptocurrencies, can be volatile. A transfer of Ether in the full bid amount to RAXWORLD is required for the Participant to submit an eligible bid. Participants can increase their bid at any time during the Auction Period by transferring additional Ether in their original bids (for clarity, such additional Ether shall be combined with the Participant’s existing bid and not be treated as a separate bid).
When bidding in the Auction, the Participant agrees that: (a) the Participant is making an irrevocable binding offer to purchase RAXworld Mystery Box NFT(s) or any digital assets in respect of the Auction Site or Auction, and shall not cancel, retract, or reverse a bid upon transferring of the same, and if it is a winning bidder, its bid is a legally binding contract to purchase a quantity of RAXworld Mystery Box NFTs or any digital assets in respect of the Auction Site or Auction calculated in accordance with the Terms below and (b) the Participant shall not take any actions that directly or indirectly manipulate the bid or the bidding process. The Participant acknowledges that no shill bidding (i.e., the deliberate placing of bids to artificially drive up the price of the auctioned item) shall be permitted.
RAXWORLD reserves the right to refuse any bid, and may, in its sole discretion, limit or cancel certain quantities of the RAXworld Mystery Box NFT(s) or any digital assets in respect of the Auction Site or Auction purchased by any Participants. RAXWORLD reserves the right to limit, restrict or cancel any bids that appear to be placed in bad faith upon the sole discretion of RAXWORLD.
WINNING BIDS AND FAILED BIDS
RAXWORLD, in its sole discretion, shall determine the clearing price per RAXworld Mystery Box NFT or any digital assets in respect of the Auction Site or Auction upon the conclusion of the Auction based on the amounts of the bids received during the Auction Period (“Clearing Price”). A winning bid may be a bid that, at the time the Auction closes, is at or in excess of Clearing Price (“Winning Bid”). A failed bid is a bid that, upon the conclusion of the Auction is below the Clearing Price (“Failed Bid”).
If the Participant submits a Winning Bid, the Participant may be sold 1 or more RAXworld Mystery Box NFTs or any digital assets in respect of the Auction Site or Auction (as the case may be). The number of RAXworld Mystery Box NFTs or any digital assets in respect of the Auction Site or Auction sold will be calculated by dividing the Winning Bid by the Clearing Price, rounded down to the nearest whole integer if necessary. If such rounding down is necessary, we will issue a partial refund equal to the amount rounded down to the Participant.
For example: If the Clearing Price is 10 Ether and Participant’s bid is 35 Ether, the Participant would be sold 3 RAXworld Mystery Box NFTs, and RAXworld would refund Participant 5 Ether. If the Clearing Price is 10 Ether and Participant’s bid is 11 Ether, Participant would be sold 1 RAXworld Mystery Box NFT, and RAXworld would refund Participant 1 Ether.
Failed Bids would be refunded in full.
DELIVERY AND REFUNDS
Participants who submit a Winning Bid will receive their RAXworld Mystery Box NFT(s) or any digital assets in respect of the Auction Site or Auction (as the case may be) in their Wallet within 1-3 days upon the end of the Auction Period subject to the terms below. The Participant acknowledge that he or she shall be solely responsible for all risks including inter alia loss of private key(s), hacking/ phishing/ theft, and any regulatory interference or actions upon receipt of any the said NFTs or digital assets and that RAXWORLD shall not in any way be responsible for such risks.
Refunds for Failed Bids and partial refunds for Winning Bids, if applicable (as described above), would be transferred to Participants within 1-3 days upon the end of the Auction Period subject to the terms below, but the Company is entitled to make such transfer upon any reasonable time as it may see fit.
The Participant understands and acknowledges that, due to the volatility of the price of Ether, the value of Ether refunded, if any, may be materially different from the value of the same quantity of Ether at the time when the Participant had submitted his or her bid(s), and RAXWORLD shall not responsible or liable for any such difference in value.
The Participant understands and acknowledges that there may be a delay between the end of the Auction and the RAXWORLD’s delivery of RAXworld Mystery Box NFTs or any digital assets in respect of the Auction Site or Auction and the aforesaid refunds for Failed Bids or Winning Bids should RAXWORLD upon its sole discretion, take any actions it deems necessary prior to the delivery of the said NFTs or digital assets and refunds.
Except as permitted herein, no refunds, returns or reimbursements are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.
GAS FEES
Participant is responsible for all Ethereum blockchain network “gas” fees associated with participating in the Auction, including fees for submitting bids (if any) and, where applicable, fees for minting and receiving RAXworld Mystery Box NFT(s) or any digital assets in respect of the Auction Site or Auction and any fees incurred when the Participant receives refunds.
RAXWORLD may reimburse the amount of “gas” incurred by any unsuccessful bidder in connection with a Failed Bid provided that RAXWORLD reserves the right not to reimburse any “gas” fees for Failed Bids should RAXWORLD determine, in its sole judgment, that such Failed Bid has been placed in bad faith (including without limitation “spam” bids and bids placed by bots).
USE OF NFTS AND SECONDARY SALE
An “Approved Marketplace” is any NFT marketplace that permits the transfer of RAXworld Mystery Box NFTs or any digital assets in respect of the Auction Site or Auction (as the case may be) in a manner that fully enables and is compatible with the smart contract (“Smart Contract”) contained within such NFTs or other digital assets, if any (such transfer on an Approved Marketplace, as a “Secondary Sale”).
If the Participant obtains RAXworld Mystery Box NFT(s) or any digital assets in respect of the Auction Site or Auction (as the case may be), Participant may (a) hold the same, (b) transfer the same via Secondary Sales, subject to standards and restrictions of Creator Ownership Research Institute (CORI) (https://thedefiant.io/opensea-cori).
Any Secondary Sale or other transfers shall be subject to these Terms and any applicable additional terms, including without limitation the Smart Contract, terms that RAXWORLD may provide in connection with any other NFTs or any digital assets in respect of the Auction Site or Auction (as the case may be), and any terms and conditions of any Approved Marketplace. For clarity, the recipient of any RAXworld Mystery Box NFT(s) or any digital assets in respect of the Auction Site or Auction (as the case may be) in a Secondary Sale or other transfer (“Transferee”) shall be subject to these Terms as if the Transferee were a Participant.
If at any time Participant disposes of or transfers any RAXworld Mystery Box NFT(s) or any digital assets in respect of the Auction Site or Auction (as the case may be) for any reason, Participant’s right to redeem the same and Participant’s License thereto (as defined and further described below) with respect to the same will immediately be transferred to Transferee, if the transfer was a Secondary Sale, or otherwise immediately expire, without the requirement of notice or any further action, and upon then, the Participant shall have no further rights in or to the same.
THE PARTICIPANT’S LICENSE
RAXWORLD hereby grants the Participant a limited license, which shall be a personal, non-exclusive, non-transferable and non-sublicensable, subject to the terms of this Agreement, to access the Auction Site or participate in the Auction solely for informational, transactional, or other approved purposes we may permit from time to time. Any other use of the Auction Site or the Auction is expressly prohibited. All other rights in the Auction Site or Auction are reserved by us. We reserve all rights in the Auction Site or Auction and the Participant agrees that we do not grant him or she any rights in or licenses to the Auction Site or Auction, except for this express, limited license. The Participant shall not otherwise copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the content available on the Auction Site or Auction or any other part of the same or any derivative works thereof, in whole or in part for commercial or non-commercial purposes, including inter alia the RAXworld Mystery Box NFT(s) or any digital assets in respect of the Auction Site or Auction (as the case may be). Without limiting the foregoing, the Participant shall not frame or display the Auction Site or Auction (or any portion thereof) as part of any other website or any other work of authorship without prior written permission. If the Participant breaches any of these Terms, his or her permission to access and use the Auction Site or Auction may be terminated immediately without notice. In addition, we reserve the right to all remedies available at law and in equity for any such violation. Any omissions or delay in taking any actions by RAXWORLD or on behalf of any entity related to the Auction Site or Auction shall not act as any waiver of our rights or be construed as granting the Participant any implied rights, including but not limited to an implied license to use the Auction Site or Auction other than the said exclusive license granted to him or her herein this clause.
Auction Site Accuracy. Although we intend to provide accurate and timely information on the Auction Site and Auction, the content therein may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide Participants with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products, services or in respect of the Auction. Accordingly, the Participant should verify all information before relying on it, and all decisions based on information contained on the Auction Site or Auction is his or her sole responsibility and we shall have no liability for such decisions. The Participant hereby acknowledges, understands, and agrees that we do not assume any liability and shall not be liable for any loss or damage arising out of or in connection with any transactions made based on any information available on the Auction Site or Auction.Third-Party Materials. From time to time, the Auction Site or Auction may contain references or links to third-party materials (including, without limitation, websites) and third-party applications which are not controlled by us. Such information, links, and third-party applications are provided as a convenience to Participants. Such links should not be considered endorsements and such references do not imply our recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. The Participant acknowledges and agrees that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Auction Site or Auction, including without limitation content, property, goods, or services available on the linked sites or services.
Third-Party Applications. If, to the extent permitted by us from time to time, you grant express permission to a third party to access or connect to your Wallet or Account, either through the third party’s product or service or through the Auction Site or Auction, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under these Terms. You are fully responsible for all acts or omissions of any third-party using any of your account credentials. Further, you acknowledge and agree that you shall not hold us responsible for, and shall indemnify us from, any liability arising out of or related to any act or omission of any third-party using any of your account credentials.
Fiduciary Accounts/Custodial Assets. You hereby certify to us that any funds used by you in connection with the Auction Site or Auction are either owned by you or that you are validly authorized to carry out transactions using such funds under the applicable laws in your jurisdiction, including without limitations any regulations in relation to KYC/AML obligations. You hereby acknowledge that we are not a qualified custodian under applicable laws in your jurisdiction.
Prohibited Use. In connection with your use of the Auction Site or Auction, and your interactions with other Participants, and third-parties (if any), you agree and represent that you will not violate any law, contract, intellectual property, or other third-party rights and will not engage in any illegal, unauthorized, or improper activity. You agree that you shall abide by these Terms and shall not use any NFTs or digital assets in respect of the Auction Site or Auction (if applicable) for production or procuring of any pornographic or inappropriate material, racist content or financing, soliciting, promoting or procuring of illicit, illegal, fraudulent and/or immoral activities, or any other use that would contradict or violate the Terms, our Privacy Policy or any applicable laws and regulations in your jurisdiction. We reserve the right, at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request. We reserve the right to cancel and/or suspend any of your Account(s) immediately and without notice if we determine, upon our sole discretion after the consideration of the situation as a whole, that the said account is associated with a prohibited use and/or a prohibited business. You hereby acknowledge, understand, and agree that we do not assume any liability and shall not be liable for any loss or damage arising out of or in connection to such a decision made by us.
The Participant shall not:
(a) use the Auction Site or Auction to conduct any fraudulent, immoral, or illegal activities;
(b) reproduce, copy, transmit, distribute, display, or otherwise use any materials or contents on or otherwise in respect of the Auction Site or Auction without prior written consent from RAXWORLD;
(c) use the Auction Site or Auction in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from reasonably enjoying the same, or that could damage, disable, overburden, or impair the functioning or operation of the Auction Site or Auction in any manner;
(d) take any action to gain or attempt to gain unauthorized access to any Account(s) or Wallet(s) of other Participants;
(e) use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means, program or interface not authorized by us to access the Auction Site or Auction, extract data or otherwise interfere with or modify the rendering of Auction Site or Auction pages or functionality, or to incorporate the same into any other programs, websites, or applications;
(f) use data collected from the Auction Site or Auction to contact individuals, companies, or other persons or entities;
(g) use data collected from the Auction Site or Auction for any direct marketing activity without our prior written consent;
(h) use the Auction Site or Auction to conduct electronic spamming or otherwise distribute ant unsolicited or unauthorized advertising, promotional or marketing material, junk, or chain messages;
(i) bypass or ignore instructions that control all automated access to the Auction Site or Auction;
(j) use the Auction Site or Auction for any immoral, illegal, or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms or any applicable laws and regulations, including but not limited to money laundering, terrorist financing or deliberately engaging in activities that may be designed to adversely affect the performance of the Auction Site or Auction;
(k) use the Auction Site or Auction to carry out any financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments (if applicable);
(l) use the Auction Site or Auction to engage, unauthorized and unlicensed, in any lottery, contests, sweepstakes, or other games of chance or games of chance and skills combined in any Secondary Sale, Approved Marketplaces or any relevant platforms; and
(m) interfere, disrupt or reverse-engineer any aspects or features of the Auction Site or Auction.
Suspension, Termination and Cancellation. We shall be entitled, at our sole discretion and without any prior notification, (i) to suspend, restrict, or terminate your access to the Auction Site or Auction, and/or (ii) to deactivate or cancel your Account in respect of the same and/or (iii) delete all information related to your said account, and/or and (iv) bar any further use of or access to the Auction Site or Auction by you if:
(a) We are so required by an enforceable subpoena, court order, or binding order of any appropriate court or government authority of any applicable jurisdiction; or
(b) We reasonably suspect you of using your Account in connection with illegal, unauthorized, or improper activity; or
(c) Use of your said account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your said account’s activity; or
(d) Our service partners are unable to support your use (if applicable); or
(e) We are required to do so in order to comply with any relevant KYC/AML regulations; or
(f) You violate these Terms (in particular, but not limited to, providing correct and accurate identification information for KYC/AML purposes, or violating any warranties given by you hereunder); or
(g) You take any action that we deem as circumventing our controls, including, but not limited to, opening multiple Accounts or any accounts in respect of the Auction Site or Auction or abusing any promotions or offers which we may offer from time to time.
In the event that a technical problem causes system outage or account errors, we may temporarily suspend access to your Account until the problem is resolved.
UNAUTHORIZED USE
The Auction may not be used for any unauthorized use or for any illegal or unlawful purpose. Any unauthorized use or violation of this Agreement shall result in the forfeiture of the Participant’s right to participate in the Auction and may subject him or her to civil and/or criminal liabilities. RAXWORLD reserves the right to take appropriate legal action for any illegal or unauthorized conduct.
INDEMNIFICATION
The Participant shall indemnify, defend, and hold harmless RAXWORLD and its affiliates, the respective directors, officers, employees, agents, licensors, attorneys, independent contractors, providers and subsidiaries of RAXWORLD and its affiliates (the “Indemnified Parties”) from and against any and all actual or alleged claims, actions, proceedings, investigations, demands, suits, losses, damages, demand of liability, costs, including attorneys’, investigators’, and experts’ (or similar) fees, disbursements and all expenses incurred, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (the “Claims”), arising out of or in connection with:
(a) any negligent acts, omissions, or willful misconduct by the Participant;
(b) the Participant’s access to and uses or misuses of the Auction Site or Auction;
(c) any dispute between the Participants;
(d) the Participant’s violation of these Terms;
(e) the Participant’s violation or infringement of any rights of any third party, including but not limited to any Intellectual Property Rights (defined below); and/or
(f) the Participant’s violation or infringement of any applicable laws or regulations
The Participant agrees to promptly notify RAXWORLD of any Claims and cooperate with us in defending such Claims. The Participant further agrees that the Indemnified Parties shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other claims or indemnities that we may have against the Participant.
LIMITATION OF LIABILITY
To the maximum extent permitted by the applicable laws, we shall not be liable for any error or malfunction of the Auction Site or Auction, the blockchain technologies and/or any other technologies.
You assume all risks when using the Auction Site or Auction, including but not limited to all of the risks associated with the trade and/or exchanging the RAXworld Mystery Box NFTs or digital assets in respect of the Auction Site or Auction in any Secondary Sale, Approved Marketplaces or any relevant transactions. RAXWORLD and its affiliates, the respective directors, officers, employees, agents, licensors, attorneys, independent contractors, providers and subsidiaries of RAXWORLD AND its affiliates, shall in no event be liable, directly or indirectly, for any losses, claims, damages or liabilities, general, special, compensatory, consequential and/or incidental, incurred by you arising out of or relating to or in connection with any reliance of or acceptance of these Terms or with the use of or access to the Auction Site or Auction, and or the purchase, holding, trade, exchange or transacting of the RAXworld Mystery Box NFTs or digital assets in respect of the Auction Site or Auction, any performance or non-performance of the Auction Site or Auction, or any other product, service or other item provided by us or on our behalf and that of our affiliates, including but not limited to loss of profits, loss of value, loss of goodwill, loss of data and any other damages.
We do not make any representations and warranties on the liquidity, the present and future valuation of any NFTs, including inter alia RAXworld Mystery Box NFTs or digital assets in respect of the Auction Site or Auction. You acknowledge that (i) the value of the said NFTs or digital assets may be extremely volatile and may fluctuate from time to time; (ii) the fluctuations in the price of other digital, virtual and/or blockchain assets may materially and adversely affect the valuation of the said NFTs or digital assets; and (iii) the value of the said NFTs or digital assets may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for the said NFTs or digital assets (if applicable), and therefore the value of the said NFTs or digital assets may be subject to the potential for permanent or total loss of value should the market for same disappear (if applicable).
While we will implement reasonably practicable procedures, measures, and steps to safeguard the security and the integrity of the Auction Site or Auction, we do not guarantee absolute security over the internet and/or electronic storage and does not represent, warrant or undertake that the Auction Site or Auction, the content therein, and any digital assets, NFTs on the Auction Site or Auction are free of viruses or other harmful components.
We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer malware, spyware, or scareware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. We do not represent, warrant or undertake that: (a) the Auction Site or Auction is fit for any of the Participant’s purposes; (b) the Auction Site or Auction is compatible with the Participant’s mobile devices or computers; (c) the Auction Site or Auction is free of bugs, errors, defects, malware and viruses; and any electronic files available on the same will be free of any computer virus, trojan, worm or other computer code or any malicious software that, directly or indirectly, is harmful or disabling or which assists in or enables unauthorized access to or corruption of data.
To the fullest extent permissible pursuant to applicable law, we disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, non-infringement, copyright compliance, legality, title, custom, trade, quiet enjoyment, system integration and freedom from computer virus. We make no representations or warranties or endorsements of any kind whatsoever, expressed, or implied, as to the Auction Site or Auction or the RAXworld Mystery Box NFTs or digital assets in respect of the Auction Site or Auction, or content therein. The Participant uses the Auction Site or Auction at his or her own risk. We assume no liability for any action regarding transmissions, communications, publication, or content provided by any Participant or third-party.
If you have a dispute with one or more Participants, to the extent permitted by law, you shall release RAXWORLD and its affiliates, and the respective officers, directors, agents, joint venturers, employees and representatives of RAXWOLRD and its affiliates from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. In addition, to the extent permitted by law, in entering this release you expressly waive any protections that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.
THE AUCTION OR AUCTION SITE, THE CONTENT CONTAINED THEREIN, ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO ANY PART OF THE AUCTION OR AUCTION SITE, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, ERROR-FREE OR SECURE. OPERATION OF THE AUCTION OR AUCTION SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. WE ALSO SPECIFICALLY DISCLAIM ANY REPRESENTATION, WARRANTY OR UNDERTAKING IN ANY FORM WHATSOEVER TO ANY ENTITY OR PERSON, INCLUDING ANY REPRESENTATION, WARRANTY OR UNDERTAKING IN RELATION TO THE TRUTH, ACCURACY AND COMPLETENESS OF ANY OF THE INFORMATION SET OUT IN THESE TERMS.THE COMPANY, ITS AFFILIATES OR THE RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, EMPLOYEES OR REPRESENTATIVES OF THE COMPANY AND ITS AFFILIATES DO NOT VERIFY, CONFIRM OR IN ANY WAY WHATSOEVER TAKE RESPONSIBILITY FOR THE OUTCOMES IN RESPECT OF THE AUCTION OR AUCTION SITE AND VALUE OF ANY RELEVANT NFTs OR DIGITAL ASSETS THEREIN, AND ARE IN NO WAY RESPONSIBLE FOR THE FUNCTIONALITIES OR VALUE OF ANY NFTs OR OTHER TOKENS OFFERED ON OR THROUGH THE AUCTION OR AUCTION SITE OR ANY DIGITAL ASSETS THEREIN.
DISCLAIMER OF WARRANTIES
By registering with the Auction Site and opening of an account therein, you represent and warrant to us as follows:
(a) You have read carefully in full these Terms to which you consent; additionally, you confirm that you have performed reasonable due diligence regarding the Company, its affiliates, Auction Site and Auction, and that you have, if and to the extent you deem necessary, sought independent financial and/or legal advice;
(b) You agree and acknowledge that no regulatory authority has examined or approved of the information set out in the Auction Site and Auction (if any) and that despite no action has been taken or may be taken under the laws, regulatory requirements or rules of any jurisdiction and the publication, distribution or dissemination of any information in respect of the Auction Site or Auction to you shall not act as any representation, warranty or undertaking by Us that all applicable laws, regulatory requirements or rules have been complied with, nor that we have obtained the requisite licenses from any governmental entities in your jurisdiction, if any;
(c) the distribution or dissemination of any information in respect of the Auction Site or Auction, any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations, or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to us;
(d) You are not a citizen, resident (tax or otherwise) or green card holder of the United States of America or a citizen or resident (tax or otherwise) or a citizen or resident (tax or otherwise) of the People’s Republic of China or a citizen or resident (tax or otherwise) of Cuba, Iran, North Korea, the regions of Crimea, Donetsk and Luhansk in Ukraine, Russia, Sudan, Afghanistan or Syria or any other country subject to United States embargo, UN sanctions, HM Treasury’s financial sanctions regime, or if You are on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List HM Treasury’s financial sanctions regime;
(e) You have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of NFTs, digital assets blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;
(f) You are fully aware and understand that there are risks associated with accessing and/or using the Auction Site or Auction, including but not limited to all of the risks associated with bidding, purchasing, trading or exchanging NFTs (including the Reword Mystery Box NFTs or digital assets in respect of the Auction Site or Auction), and where applicable, any other tokens, and you agree to assume all such risks, including but not limited to any possible lawful enforcement by governmental entities from any applicable jurisdiction, any technical flaws that may be present in the Ethereum blockchain or platform, the Auction Site, the Auction or any other unknown risks;
(g) You agree and acknowledge that we are not liable for any indirect, special, incidental, consequential, or other losses of any kind, in tort, contract, equity or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection to any acceptance of or reliance on these Terms, or with the use of the Auction Site or Auction;
(h) You are at least 18 years old and of the applicable age of majority and contractual capacity in your qualifying jurisdiction;
(i) all of the above representations and warranties are true, complete, accurate and non-misleading at the time of your registration with the Auction Site and creation of your account therein.
RETENTION OF INTELLECTUAL PROPERTY RIGHTS
For the purpose of this clause, Intellectual Property (Rights) shall be defined as any copyrights, designs, patents, rights to inventions, rights in confidential information, know-how, trade secrets, trademarks, trade names, database rights, chip topography rights, mask works, utility models, domain names, source codes, rights in designs, rights in computer software, rights in the websites or mobile applications and all similar rights of whatever nature and in whatever form and, in such case (a) whether registered or not, (b) including any applications to protect or register such rights, (c) including all renewals and extensions of such rights or applications, (d) whether vested, contingent or future and wherever existing. The Auction Site and Auction, including their respective design elements or concepts and any and all underlying Intellectual Property Rights, including, but not limited to copyrights, patents, service marks, any registered trademarks, domain names and other proprietary rights, are the property of the Company, and are protected by copyright, patent, trade secret and other Intellectual Property laws. We may, retain any and all rights, title and interest in and to the Auction Site and Auction (including, without limitation, all Intellectual Property Rights therein), including all copies, modifications, extensions and derivative works thereof. Your right to use the Auction Site and Auction and the services therein (if any) is limited to the rights expressly granted in these Terms. No licenses to use any of our trademarks or brands are to be inferred or assumed pursuant to the use of the Auction Site or participation of the Auction. All rights not expressly granted to you are hereby reserved and retained by us.
You expressly agree not to duplicate, copy, transmit, distribute, license, reverse engineer, modify, publish, display, reuse or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of our Intellectual Property Rights or knowingly or recklessly encourage or assist any third parties to infringe our Intellectual Property Rights without our express prior written consent.
Ownership. Unless otherwise indicated in writing by us, the Auction Site and Auction and all content and other materials contained therein, including, without limitation, our logos and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Content”) are proprietary property of the Company or our affiliates or licensors, (as the case may be).
We do not assume any responsibility for the accuracy, reliability, or completeness of the Content, nor do we represent or warrant that the Auction Site, the Auction or the Content or any content in respect of the aforesaid are current, error-free or free of viruses or other harmful components.
Some materials on the Auction Site or Auction may be subject to copyright owned by third parties. You shall not copy, imitate, or use any such materials, in whole or in part, without the prior consent from their respective owners. You acknowledge that all the names and/or logos used on the Auction Site or Auction are for identification purposes only. Use or display of these names and/or logos does not constitute or imply endorsement.
CONFIDENTIAL INFORMATION
For the purpose of this clause, Confidential Information shall be defined as information, technical data or know-how, including, but not limited to, information relating to business and product or service plans, financial projections, customer lists, business forecasts, sales and merchandising, human resources, patents, patent applications, computer object or source code, research, inventions, processes, designs, drawings, engineering, marketing or finance to be confidential or proprietary or information which would, under the circumstances, appear to a reasonable person to be confidential or proprietary.
You agree that Confidential Information or private data, which you might receive from us, and which is not readily available in the public domain belongs to us and you hereby undertake not to disclose to any third person at any time any such Confidential Information or private data without our express prior written consent. You warrant that you will treat the Confidential Information or private data of ours with the highest standard of care, that you shall comply with all applicable data privacy laws in your jurisdiction and that you shall not sell or disclose Confidential Information or private data, or that of our affiliates and service providers, or any of their respective officers, directors, agents, joint venturers, employees or representatives (as the case may be) to any third parties.
ASSIGNMENT
RAXWORLD may assign its rights and obligations under this Agreement, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law. This Agreement (including, without limitation, the license granted hereunder) is personal to the Participant and shall not be assigned or transferred, except to a new owner of any of the aforesaid NFTs, RAXworld Mystery Box NFTs or any digital assets in respect of the Auction Site or Auction as described above. Any other attempt to assign, sub-license, or transfer rights under this Agreement shall be null and void.
SEVERABILITY
If any term of provision of these Terms is found under the law to be invalid or unenforceable, then such specific term or provision shall be of no force and effect and shall be severed and the remainder of these Terms shall continue in full force and effect.
GOVERNING LAW / DISPUTES / ARBITRATION
The Terms are governed by and shall be construed in all respects in accordance with the laws of Hong Kong. Any dispute, controversy, or claim arising out of or relating to these Terms and Conditions, or the interpretation, breach, termination, validity, or invalidity thereof, shall be referred to and finally resolved by arbitration in Hong Kong by the Hong Kong International Arbitration Centre in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the notice of arbitration is submitted. The law of this arbitration clause shall be construed and enforced in accordance with Hong Kong law. The seat of arbitration shall be in Hong Kong. The number of the arbitrator shall be one (1). The arbitral proceedings shall be conducted in English, and the arbitral award shall be final and binding on the parties to such proceedings.
QUESTIONS
If you have any questions, please contact RAXWORLD within our Discord General Chat at https://discord.com/invite/g6kFV2dMhG.
