Token Terms and Conditions

1. Introduction
   1. These additional token terms and conditions (“Token Terms”) apply to certain aspects of your use of the web based blockchain game, Soccerverse (the “Game”), made available by Soccer Labs Publishing Ltd (a company incorporated in the British Virgin Islands) (“SLP”).
   2. These Token Terms supplement the Soccerverse Game terms and conditions (“Game Terms”) and the Soccerverse Privacy Policy which apply to your access to and use of the Game. Definitions used in the Game Terms have the same meaning in these Token Terms.
   3. In these Token Terms, we refer to SVC, Influence and any other cryptocurrency token which may be issued or distributed by Soccer Labs Holdings Ltd (“we”, us”, “our”, “SLH”) in connection with the Game (“Tokens”).
   4. You accept these Token Terms, if you purchase, receive, sell, earn or trade Tokens within the Game or access or use the peer-to-peer trading platform hosted by us in connection with the Game (the “P2P Platform”).
2. Purchasing influence 
   1. Influence is a token which is issued and/or distributed by or on behalf of SLH within the Game.
   2. By purchasing Influence, you are agreeing to be bound by these Token Terms and in particular this Section 2.
   3. Influence is not offered to any Restricted Persons. You must not purchase or attempt to purchase Influence if you are a Restricted Person. Please read Section 11 below. If you purchase Influence, you are representing and warranting to us that you are not a Restricted Person and are not acting on behalf of a Restricted Person. 
   4. When you place an order to purchase Influence in the Game, you are agreeing to:
      1. purchase the specified level of Influence;
      2. immediately pay the displayed price for the Influence to us from your connected wallet; and
      3. pay all associated third-party transaction fees (e.g. gas fees) charged by the Polygon network (or any other third party or platform). We are not responsible for or in control of those fees.
   5. Influence will be credited to your Game account immediately following a purchase.
   6. When you place an order to purchase Influence in the Game, you also acknowledge that:
      1. Influence is not, and is not intended to be, a financial investment;
      2. purchasing Influence is for the purposes of participating in and enhancing your experience of the Game;
      3. purchases are final, irreversible and non-refundable (unless Influence has not been credited to your Game account). Please do not proceed with a purchase if you are unsure;
      4. the value and utility of Influence may fluctuate or change with the Game and Influence could have no value. You may therefore lose amounts you pay for Influence; and
      5. generally, purchases of gaming / cryptocurrency tokens are considered risky and you confirm you have read the risk factors set out in Section 8 below.
   7. The purchase of Influence entitles you to receive deemed ownership of Clubs (or parts of Clubs) or Players within the Game as set out in more detail in our User Guide. Influence does not provide you with any other rights, including any (i) ownership of any physical asset or other interest or rights of any kind relating to us or SLP (or any of our or SLP’s revenues, assets or property, including intellectual property rights) or (ii) any voting, dividend, shareholder or similar rights in us or SLP or (iii) other financial or legal rights.
   8. We have the right to decline or cancel purchase requests and/or place limits or restrictions on your ability to purchase Influence for legal, compliance or other reasons.
   9. We may require you to complete Know-Your-Customer (KYC) checks before we allow you to purchase Influence – for example, if the value of your purchase is US$10,000 or higher. Our KYC Policy forms part of these Token Terms and you will be deemed to accept the KYC Policy by agreeing to these Token Terms or by purchasing, selling or exchanging Tokens in the Game. If you do not comply with our KYC Policy or complete our KYC checks when requested, we reserve the right to limit your ability to purchase or sell Tokens, or cease or suspend your access to the Game and/or the P2P Platform, or take other lawful action.  All decisions relating to KYC are at our sole discretion.
   10. All purchases of Influence take place on the Polygon blockchain. We do not represent or warrant that the process of purchasing or receiving Influence will be uninterrupted or error-free and we are not responsible or liable for any actions, services fees of Polygon or any other third party.
3. Earning tokens
   1. We may issue or distribute SVC to users within the Game relating to certain in-game activities – for example, as a dividend from a Player’s salary or a dividend from a Club’s profits. See our User Guide for more information about when and how Tokens can be earned or won in the Game.
   2. Any SVC earned in the Game will be credited to your Game account automatically by us and can be used in the Game.
   3. SVC earned in the Game can be offered for sale on the P2P Platform.
   4. The level of SVC that can be earned or won and the types of activities for which SVC can be earned or won is set by SLP, the publisher of the Game, in its discretion, and may be changed at any time. While we issue or distribute SVC earned in the Game, we are not responsible for determining how much SVC is earned or won and for what in-Game activities.
   5. We do not offer SVC for purchase and we do not purchase or redeem SVC from users.
4. Using the P2P platform
   1. This Section 4 governs your access to and use of the P2P Platform.
   2. By accessing or using the P2P Platform, you are agreeing to be bound by these Token Terms and in particular this Section 4.
   3. The P2P Platform may be used to buy SVC from other users and offer for sale, and sell, SVC to other users.
   4. Transactions are carried out on the Polygon blockchain by exchanging SVC for the equivalent value of WCHI (the native cryptocurrency of the XAYA platform). When a transaction occurs, WCHI is sent from/to the connected wallet and the corresponding SVC is sent to/from the relevant Game account at virtually the same time.
   5. WCHI may be exchanged for other cryptocurrencies or fiat currency outside of the Game using available cryptocurrency exchanges. We do not provide crypto-to-crypto or crypto-to-fiat exchange services nor guarantee they will be available from a third party.  Please read Section 5 below relating to third-party exchanges.
   6. You can only purchase SVC on the P2P Platform  if you have sufficient WCHI in your connected wallet. We may add functionality in the future so that SVC can be purchased on the P2P Platform using other cryptocurrencies.
   7. You may be unable to purchase SVC or the specific amount of SVC you wish to purchase if there is insufficient SVC available for sale on the P2P Platform.
   8. Sales are not guaranteed. Users can offer SVC for sale via the P2P Platform but a sale will only be completed if another user accepts an offer. If no user accepts an offer, then you will be unable to sell SVC. We do not purchase SVC from users.
   9. If you sell SVC on the P2P Platform, you will receive WCHI in your connected wallet.
   10. The P2P Platform is a peer-to-peer exchange. This means that all transactions on the P2P Platform are between users directly. We are not involved in and will not intervene in any transactions on the P2P Platform. 
   11. Our limited role is to host the P2P Platform. We are not an intermediary and we do not have any authorisation, control or oversight over transactions which take place on the P2P Platform.
   12. We do not offer for sale or sell SVC in the Game or on the P2P Platform and we do not purchase SVC from users in the Game or on the P2P Platform.
   13. We may receive      commission for transactions carried out on the P2P Platform, at such rate as is displayed on the P2P Platform from time to time. Commissions will be automatically allocated to us and transferred/deposited  into a wallet or account held or controlled by us from time to time.
   14. All prices for buying and selling SVC on the P2P Platform are set by users. Prices may fluctuate and may be volatile. Please do not proceed with a transaction if you do not agree to the offered price. We do not set prices.
   15. All transactions made on the P2P Platform are final and cannot be reversed. Please do not proceed with a transaction if you are unsure. 
   16. We do not make any recommendations, guarantees or assurances about any transactions which take place on the P2P Platform (including relating to pricing/value, suitability, taxation or compliance with applicable laws). We do not give any financial or investment advice. It is your decision whether to enter into any transaction on the P2P Platform.
   17. No communication or information provided by us or by SLP in or relating to the Game is, or should be taken as, an inducement, recommendation, offer or advice to purchase, sell or exchange Tokens. It is your decision whether to purchase, sell or exchange Tokens.
   18. We are entitled to cease hosting the P2P Platform at any time. We also reserve the right to suspend or revoke your access to the P2P Platform at any time and for any reason.
   19. We use reasonable skill and care to host the P2P Platform, but we cannot guarantee there will not be any errors, bugs or interruptions. The P2P Platform is provided ‘as is’. That means we don’t make any promises to you about the P2P Platform other than that it will be of satisfactory quality, as described, and fit for purpose. We don’t make any other promises about the P2P Platform unless expressly described in these Token Terms.
5. CONNECTED walletS and private keys
   1. You are responsible for the security of your connected wallet, private keys and any passwords or other credentials used for purchasing, selling or exchanging Tokens.
   2. If you lose your private keys or credentials, you may lose access to your connected wallet and any Tokens or sums held within it.
   3. We do not have any responsibility or liability for any losses you incur if you lose access to your Game account, any connected wallet or any sums held within it or if you are unable to access the Game or access, use, purchase or sell Tokens. You will not be entitled to and will not receive any refund, money, equivalent value or compensation in any form from us or SLP in connection with any such losses or loss of access or functionality.
6. Third-party exchanges
   1. We are not responsible for and have no liability for any third-party exchanges or any transactions you make on any third-party exchanges. We have no control over and will not intervene in any transactions made on third-party exchanges. 
   2. SVC and Influence are not intended to be traded or exchanged on third-party exchanges. Influence can only be purchased, sold and used within the Game. SVC can only be earned, won or used within the Game or exchanged on the P2P Platform.
   3. You may be required to register and complete Know-Your-Customer (KYC) checks with third-party exchanges to be able to exchange WCHI (or any other currency that you exchange SVC for on the P2P Platform) for other cryptocurrencies or fiat currency. We do not guarantee that such services will be available to you. There may not be a market for you to realise value for your Tokens outside of the Game if you are unable to exchange WCHI (or any other currency that you exchange SVC for on the P2P Platform) to other cryptocurrencies or fiat.
7. Restrictions
   1. Any content associated with SMC and Influence is licensed, not sold, to you. On purchase or receipt, you are granted a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to use such content for your personal, non-commercial entertainment purposes in the Game only.
   2. Trading SMC and Influence is prohibited except where functionality is available in the Game or on the P2P Platform.
   3. You must not use or make available any cheats, technological measures, or other methods designed to enable or encourage any collection, selling, or trading of SMC and Influence outside of the Game, or which are designed to secure an unfair advantage in the Game.
8. Responsibility for taxes
   1. Our Tokens are intended for use solely within the Game in order to enhance your experience of the Game.
   2. (A) Receipt or purchase of Tokens  and (B) transactions made on the P2P Platform may have tax consequences. Tax laws and regulations vary by jurisdiction and we cannot provide you with tax advice regarding the Tokens or any use of the P2P Platform.
   3. You are solely responsible for compliance with your own  tax obligations and we are not responsible for and do not have any liability with respect to any tax consequences or liabilities arising on your purchase, holding, use, exchange or sale of Tokens or for any withholding, collecting, reporting, paying, settling and/or remitting any sales, use, value added, duty, impost, levy, tariff or surcharge or any other tax arising from your purchase, holding, use, exchange or sale of Tokens at any time.
   4. You shall indemnify, defend and hold harmless us and SLP from any damages incurred by us or SLP that arise from and against any and all taxes payable with respect to Tokens issued to you or purchased or sold by you or any transactions you carry out on the P2P Platform (other than taxes payable by us as an entity for our business of issuing Tokens or hosting the P2P Platform).
9. COMPLIANCE WITH LEGAL OBLIGATIONS
   1. Laws and regulations relating to gaming, e-sports, gaming/crypto-tokens and digital assets in general vary widely in different jurisdictions. By issuing or distributing Tokens and hosting a P2P Platform, we are not confirming that you are lawfully permitted to purchase, receive, hold, use, exchange or sell Tokens in your jurisdiction. It is your responsibility to determine if you are lawfully permitted to purchase, receive, use, hold, exchange or sell Tokens in your jurisdiction and comply with all applicable laws applicable to you.
   2. You must not use the purchase, receive, use, hold, exchange or sell Tokens in the Game or on the P2P Platform if it would cause you to be in breach of any applicable law, regulation, court order, contract (including terms and conditions) or other legal obligation which applies to you.
10. DISCLAIMERS and risks relating to Gaming/Crypto-gaming tokens
    1. Our Tokens do not have any rights, uses, purpose, attributes, functionalities or features (express or implied) outside of the use of Tokens within and for the purposes of playing the Game. Tokens are intended to enhance your experience of playing the Game.
    2. Tokens are not financial investments and there should be no expectation of a financial return.
    3. The value or utility of Tokens within the Game may fluctuate based on several factors (such as performance of Clubs, Players and decisions by Club Managers). Tokens may have no or limited value or utility (inside or outside of the Game).
    4. There may be delays in selling SVC until a sale offer is accepted and you may be unable to sell your SVC if there is no willing buyer on the P2P Platform. You will not receive and are not entitled to any compensation, refund, other monetary amount or other value from us if you are unable to sell SVC.
    5. Other than exchangeability on the P2P Platform, Tokens are not tradeable or exchangeable cryptocurrencies. Tokens are not stablecoins. Tokens cannot be used as a form of payment (other than where permitted on the P2P Platform).
    6. The Game may become unavailable, may be altered or may cease resulting in a loss of Tokens. Similarly, we or SLP may cease trading resulting in a loss of Tokens.
    7. Tokens may be irretrievably lost due to a failure to safeguard a connected wallet, a cybersecurity breach, IT or service provider failures or breaches, loss, theft, fraud or other events (including any malfunction, suspension, breakdown, collapse, insolvency or similar of any blockchain protocol, portal or exchange).
    8. Absolute security of blockchains cannot be guaranteed.  Advances in cryptographic methods or algorithms, or with technology such as with quantum computing, could present risks to all cryptography-based systems, including crypto-tokens and the protocols upon which they are based.  These advances could result in the theft, loss, disappearance, destruction or devaluation of Tokens.
    9. Transactions over a blockchain, including the transfer of Tokens, typically incur third-party transaction fees (e.g. gas fees). At the date of these Token Terms, prices for basic transactions are reasonably low / nominal, but there is no certainty that transaction fees will not increase, which could make transactions prohibitively expensive for users.
    10. Crypto-tokens stored in digital wallets are accessible by a private key. The loss or destruction of a digital wallet’s private key may render the Tokens on such wallet inaccessible. There is a risk that private keys are learned or copied, and Tokens could be misappropriated from a digital wallet.
    11. Tokens may be classified or treated by any government, quasi-government, authority or public body as a kind of currency, securities, commercial paper, negotiable instrument, investment or other classification where such classification or treatment results in the Tokens, or the acquisition, purchase or distribution thereof, being banned, regulated or subject to legal restrictions. There may be personal consequences arising from such classification or determination. Such classifications or determination or other regulatory measures or laws (or changes to regulatory measures or laws) in any jurisdiction may result in SLP being unable to provide the Game and/or in us being unable to issue or distribute Tokens and/or being unable to provide the P2P Platform or other functionality.
    12. Tokens may be deemed to be securities subject to regulatory restrictions in certain jurisdictions. For example, applicable securities laws may limit the ability to hold more than a certain amount of Tokens, restrict the ability to transfer Tokens, require disclosure or other conditions on a user in connection with any sale of Tokens, and/or may restrict exchanges of Tokens.
    13. SLH is incorporated under the laws of the British Virgin Islands with limited liability. Consumer protections are lesser in the British Virgin Islands as compared to other jurisdictions.
11. TOKENS ARE NOT FINANCIAL INSTRUMENTS
    1. These Token Terms, any other document or information provided by us, and any information displayed in the Game (i) do not constitute a prospectus or security offering document, and (ii) are not an offer to sell, or the solicitation of an offer to buy an investment, a security, commodity, or a swap on an investment, security or commodity.
    2. Tokens are offered privately in the Game to Users.  We make no general solicitation, general advertising or general offer for the purchase of Tokens.
    3. Irrespective of the limited ability to trade Tokens in the Game and on the P2P Platform, Tokens are not investments, securities, swaps on investments or securities or a financial instrument of any kind. Laws and consumer protection rights relating to such financial instruments are not applicable to Tokens.
12. Restricted persons
    1. We do not offer any Tokens to Restricted Persons and we are not soliciting purchases or transactions by Restricted Persons in any way. Restricted Persons are strictly prohibited and restricted from receiving, purchasing or exchanging Tokens within the Game or the P2P Platform or otherwise from us.
    2. If a Restricted Person purchases Tokens in the Game then such Restricted Person has done so on an unlawful, unauthorised and fraudulent basis. To the extent legally and technologically possible, any such purchase will be deemed to be null and void. We may take all necessary and appropriate actions, in our sole discretion, including referring information to appropriate authorities.
    3. Any Restricted Person who purchases Tokens on an unlawful, unauthorised or fraudulent basis shall be solely liable for, and shall indemnify, defend and hold harmless us from any damages incurred by us that arise from or as a result of such Restricted Person’s purchase of Tokens.
    4. In these Token Terms:
       1. Restricted Person means any person that is, or any person purchasing Tokens on behalf of:
          1. a person under the age of 18 years; 
          2. a U.S. Person or U.S. Entity;
          3. a resident of the People’s Republic of China or Canada;
          4. a citizen, resident (tax or otherwise) of, or a person located or domiciled in any Restricted Jurisdiction (other than the People’s Republic of China or Canada) or any entity, including without limitation, any corporation, partnership, trust or unincorporated entity, created or organized in or under the laws of any Restricted Jurisdiction; or
          5. any person who is the subject of economic or financial sanctions or trade embargoes administered or enforced from time to time by (a) the U.S. Government (including those administered by the Office of Foreign Assets Control (OFAC) or the U.S. Department of State), (b) the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or (c) any other relevant sanctions authority or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions (together, Sanctions).
       2. Restricted Jurisdiction means (i) the United States (being the United States of America (including the states and District of Columbia) and any of its territories, possessions and other areas subject to its jurisdiction); (ii) the British Virgin Islands; (iii) any country on the Financial Action Task Force (FATF) ‘call for action’ list; (iv) any country on the EU money laundering or non-cooperative tax lists; and (v) any other jurisdiction we may communicate from time to time.
       3. U.S. Entity means:
          1. a corporation, partnership, or other entity established or organized in or under the laws of the United States;
          2. any estate of a decedent who was a citizen or a resident of the United States or which any executor or administrator is a U.S. Person;
          3. any trust if:
             1. (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more U.S. Persons have the authority to control all substantial decisions of the trust; or
             2. any trustee is a U.S. Person;
          4. any entity organized or incorporated outside the United States in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly holds a 50 percent or greater equity interest by votes or value, holds a majority of seats or memberships on the board of directors of the entity, or authorizes, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the entity;
          5. any pension plan for the employees, officers or principals of a legal entity described in (i) above, unless the pension plan is primarily for foreign employees of such entity;
          6. any agency or branch of a foreign entity located in the United States;
          7. any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;
          8. any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and
          9. any partnership or corporation if:
             1. organized or incorporated under the laws of any jurisdiction outside of the United States; and
             2. formed by a U.S. person principally for the purpose of investing in securities not registered under the U.S. Securities Act of 1933 (“Securities Act”), unless it is organized or incorporated, and owned, by accredited investors (as defined in the Securities Act) who are not natural persons, estates or trusts. For this purpose, U.S. Person status is determined by beneficial as well as record ownership.
       4. U.S. Person means a U.S. citizen, U.S. lawful permanent resident, individual who meets the “substantial presence” test described in section 7701(b)(3) of the U.S. Internal Revenue Code of 1986 (as amended), protected individual under section 1324b(a)(3) of the U.S. Immigration and Nationality Act, or individual who holds a passport issued by the U.S. government.
13. Other legal terms
    1. These Token Terms do not affect any legal rights you may have under applicable law which cannot be excluded or limited.
    2. Other than as mentioned above, our overall liability to you under or in connection with these Token Terms and your purchase of Tokens from us, is limited to the amount you have paid us for Tokens in the 6 months immediately preceding the date on which you bring a claim or, where no price was paid, US$10.
    3. We may change or update these Token Terms from time to time, to address changes in our services, changes in the law or changes in our commercial circumstances. You may be required to agree to the changes to continue using our services. We will try to give you reasonable notice of changes, and if you are not happy with them, and do not accept them, you will not be entitled to continue using our services once the changes take effect.  By continuing to use any of our services after we have notified you changes to these Token Terms are to take effect, you agree to those changes.
    4. We may transfer our rights and obligations under these Token Terms to another organisation. We will let you know if that happens and we will ensure that your rights under these Token Terms are unaffected. You may not transfer your rights or obligations under these Terms unless we expressly agree in writing.
    5. Except where expressly stated to the contrary in these Terms, nothing in these Terms gives rise to any rights under the Contracts (Rights of Third Parties) Act (as revised) of the British Virgin Islands or otherwise to enforce any term of these Token Terms.
    6. Even if we delay in enforcing these Token Terms and/or our rights, we can still enforce these Terms and/or our rights later. If we do not insist immediately that you do anything you are required to do under these Token Terms, or if we delay in taking steps in respect of your breaking of any term of these Token Terms, that will not mean you do not have to do those things and will not prevent us taking steps later.
    7. If any provision or part of these Token Terms is determined to be invalid, void, or unenforceable, in whole or in part, by any court of competent jurisdiction, such invalidity, voidness, or unenforceability attaches only to such provision or part to the extent of its illegality, unenforceability, invalidity, or voidness, as may be, and everything else in these Token Terms continues in full force and effect.
    8. These Token Terms are written in English. Any translated version is provided solely for your convenience. To the extent any translated version of these Terms conflicts with the English version, the English version prevails.
    9. These Token Terms and your relationship with us with respect to our services are governed by the laws of the British Virgin Islands.
    10. We agree to seek to resolve any dispute, claim or controversy arising out of or relating to (i) these Token Terms or the existence, breach, termination, enforcement, interpretation or validity of these Token Terms, or (b) your access to or use of our services at any time (a “Dispute”) amicably with you. If a Dispute cannot be resolved amicably, it will be subject to and finally resolved by confidential, binding arbitration on an individual basis and not in a class, representative or consolidated action or proceeding. Arbitration will be conducted through the use of videoconferencing technology (unless both parties agree that an in-person hearing is appropriate given the nature of the dispute) before a single arbitrator in accordance with the BVI IAC Arbitration Rules. If the arbitral parties do not promptly agree on the seat of arbitration if an in-person hearing is selected, the seat will be British Virgin Islands. The language of the arbitral proceedings will be English. No discovery shall be conducted except by agreement of the parties or after approval by the arbitrator, who shall attempt to minimize the burden of discovery. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees to the extent permitted by applicable laws, and the arbitral decision may be enforced in court. Nothing in this Section prevents us from seeking injunctive or other equitable relief in any court of competent jurisdiction, whether or not interim relief has also been sought from the arbitrator.

•  CONTACT INFORMATION

You can contact us using the following information:

Email: [email protected]

Website: https://www.soccerverse.com/

 

© 2024 Soccer Labs Holdings Ltd. All Rights Reserved.