1. Parties; Effective Date
These “Terms of Service” (“Agreement” or “Terms”) are between E-MAGINE – FZCO, a corporation organized under the laws of IFZA Dubai Silicon Oasis with offices at Dubai Silicon Oasis, DDP, Building A1, Dubai, UAE (“Rewardable”) and the person or entity accepting these Terms (“Licensee” or “You”) (jointly referred to as “the parties”). It is effective on the date You “Accept” these Terms electronically, either by explicit consent or by virtue of use of the Rewardable websites, platforms and content as described below.
2. Purpose of Agreement; Site
Rewardable is an infrastructure that empowers brands to build better communities and products by allowing individual users to qualify to earn rewards such as tokens, non-fungible tokens (“NFTs”), collectibles, service or product discounts, designs, characters etc., through campaigns created by brands and by completing specific tasks, specified in each case under each campaign through the Rewardable platform. This Agreement constitutes a legally binding agreement between You and Rewardable. In some cases, users may access products offered by Rewardable through various web sites and platforms owned or controlled by Rewardable or managed by Rewardable for Rewardable’s Third-Party Licensors (i.e. Reward links to content that contains the intellectual property rights of third parties who have licensed such content to Rewardable or who have engaged Rewardable to mint and make NFTs available as Rewards through any of Rewardable’s Sites (“Third-Party Licensors”). (collectively, “Sites”). These Terms apply to all rewards granted to end users by the Licensee through any of its Sites and also apply to other activities taking place on the Sites, games, contests, giveaways, promotions, rewards, challenges, sweepstakes, forums, events, and visits to a Metaverse; engaging with cryptocurrency; sale of goods and other products or services offered or potentially offered by Rewardable now and/or in the future (collectively, “Services”).
3. Rewardable Software and Services License Agreement
This Software and Services License Agreement (“SSLA”) is entered into as of the effective date of the initial Order between the parties (the “Effective Date”) between Rewardable and the licensee identified on the Order (“Licensee”). All references in this Agreement to the “sale” or “purchase” of any Product or Service shall mean the sale or purchase of a license to such Product or Service.
BY AGREEING TO AN ORDER WITH REWARDABLE, OR BY DOWNLOADING, INSTALLING, ACCESSING OR OTHERWISE USING THE PRODUCT, YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, ACCESS OR USE THE PRODUCT.
- A “Reward” also referred to as a token, NFTs, digital collectible or a product/service discount in these Terms, is a digital identifier, typically a long string of numbers, letters, and characters sometimes referred to as a “hash”, that enables the owner of the Reward to view, use, exchange or otherwise access specific product, service or content associated with that identifier. The Reward has technical attributes that enable uniqueness, security, authenticity, ownership, tracking, access, and association with contract terms issued by Rewardable or a Third Party (“Smart Contract”). A Reward does not contain a copy of product, service or content. A Reward digitally directs to a product, service or content residing in a third party store, network or computer.
- The Licensee will be responsible for creating a campaign by selecting the target audience for engagement and the desired Reward to be distributed to the winners of the campaign, subsequently granting and delivering said Reward to Rewardable for distribution amount to the end user winners of the campaign.
5. Orders; Subscriptions; Delivery; Renewals; Support.
- Licensee may subscribe to Products and support Services by the parties agreeing to Orders that reference this Agreement.
- All products, Services, updates and documentation will be delivered electronically to Licensee by giving Licensee access to such products, Services, updates and documentation. In the case of a renewal of a Subscription, there is no delivery requirement for such renewal. Renewals shall be deemed Delivered on the first day of the then-current renewal term.
- Rewardable will provide technical support to Licensee via electronic mail. You may initiate a support request at any time by emailing firstname.lastname@example.org. Rewardable will use commercially reasonable efforts to respond to all support requests within one (2) business days. A business day means weekdays during the hours of 9:00am through 5:00pm GST, with the exclusion of UAE public holidays.
6. Ownership of Intellectual Property; License Grant; Restrictions.
- General: “Intellectual Property” or “IP” shall mean any proprietary rights, title and interest in patents, patent applications, extensions, supplementary protection certificates, design rights, data rights, copyrights, trade secrets, trademarks, service marks, trade names, trade dress, know-how, business processes, technology and all other intellectual property rights, derivatives thereof, and any forms of protection of a similar nature anywhere in the world. The term “Intellectual Property” or “IP” may also be used herein to refer to the embodiments (e.g., computer software or data) that are protected by the foregoing IP rights.
Retained Intellectual Property: Subject to the license grants of this Agreement, the following Intellectual Property (including any modification, enhancement or derivative work of that Intellectual Property) remains the property of the current owner Party, regardless of its use in the Services:
Intellectual Property that existed prior to the Effective Date of the Agreement; and
Intellectual Property that was developed independently by either Party without reference to any Confidential Information of the other Party outside the context of this Agreement.Ownership going forward: The Client acknowledges and agrees that the Rewardable, the Rewardable’s Affiliates and/or its respective licensors own all IP rights in the Services. Except as expressly stated herein, this Agreement does not grant the Client any rights to, under or in any patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences with respect to the Services or the relevant API documentation. The Client shall not obtain title, copyrights or any other IP right to the Software except as licensed herein. At all times, Rewardable, Rewardable’s Affiliates or its licensors retain all rights to such Software, including but not limited to updates, enhancements and additions. The Client shall not disclose such Software to any third party, convey, copy, license, sublicense, modify, translate, reverse engineer, decompile, disassemble, tamper with, or create any derivative work based on such Software except as permitted in this Agreement or applicable law. The Client’s use of such Software shall be limited to that expressly authorized by the Rewardable. Rewardable’s licensors are intended third party beneficiaries of this Agreement to the extent of any terms herein pertaining to such licensors’ IP ownership rights and such licensors have the right to rely on and directly enforce such terms against Client
- Rewardable owns its Product, Documentation, and website. Except to the extent licenses are expressly granted hereunder, Rewardable and its licensors retain all right, title and interest in and to all Intellectual Property Rights in and to the Product, Documentation and Services, and to any additional system software, content, organization, graphics, design, compilation, know-how, concepts, methodologies, procedures, and other matters related to Rewardable’s website. The use, copying, redistribution, use or publication by Licensee of any part of the website, Product, Documentation or the Services, except as expressly authorized by this Agreement, is prohibited.
- Things Licensee Can Do with the Product and Services: License Grant by Rewardable. Subject to and in consideration of timely payment by the Licensee of the license fees hereunder, and of Licensee’s compliance with the other terms and conditions of this Agreement, Rewardable hereby grants to the Licensee and its Authorized Users, solely during the applicable term specified in an Order, a royalty free, limited, personal, non-exclusive, non-transferable (except as otherwise expressly allowed by this Agreement) license to: (i) access and use the Services via the Internet address provided to Licensee by Rewardable; and (ii) use the Documentation.
“Authorized User” means any individual (in each case to the extent that Licensee’s license includes, and Licensee pays for, such individual) who is authorized to access the Product, Documentation or Services and exercise the rights licensed by Licensee. Each Authorized User must use a unique identity to access and use the Product unless otherwise licensed, and may access the services only to the extent licensed by Licensee.
- Things Licensee Cannot Do with the Product and Services: Restrictions to License Grant by Rewardable. Licensee agrees that it (and its Authorized Users) will not without express written permission of Rewardable: (a) reverse compile, disassemble, decompile or engineer, reproduce, modify, adapt or create derivative works of or from the Services or any part thereof; (b) make the Services or Documentation available to, or use the Services or Documentation for the benefit of, anyone other than Licensee or Licensee’s customers; (c) assign, transfer, sell, resell, license, sublicense, distribute, rent or lease the Services or Documentation, or include any Services or Documentation in a service bureau or outsourcing offering; (d) permit direct or indirect access to or use of the Services or Documentation in a way that circumvents any contractual usage limit; (e) reproduce the Services or Documentation or any part, feature, function or user interface thereof (except as expressly otherwise permitted under this Agreement); or (f) access or use any Services or Documentation in order to build a competitive product or service.
- Licensee is Responsible for its Authorized Users and Each of their accounts. Licensee shall provide accurate, current and complete information required to enable its Authorized Users the Product, and the computing, storage, networking, and other hardware and software infrastructure used in providing the Services (“Cloud Infrastructure”), and shall maintain the accuracy of such information during the Use of the Product and Services. Licensee shall require Authorized Users to maintain proper password security, and to keep their accounts confidential. Licensee is responsible for the actions of its Authorized Users, of anybody accessing the Cloud Infrastructure using the credentials of any Authorized User (unless such access was due to Rewardable’s actions), and of any other individuals to Licensee has given access to the Services.
- Licensee Owns its Intellectual Property, and Data. Except to the extent licenses are expressly granted hereunder, Licensee retains Intellectual Property Rights in and to: (i) its products and services; and (ii) any data directly provided by the Licensee (“Licensee Data”).
- License Grant by Licensee. Licensee hereby grants to Rewardable a non-exclusive, transferable and sublicensable (solely as set forth herein), worldwide, royalty free license to use, reproduce, modify and perform the Licensee Data solely as reasonably required to operate and provide the Services.
- Rewardable Can Use Data for Product Improvement. Rewardable shall have the right to collect and analyze information relating to Licensee, the provision, use and performance of various aspects of the Product and Services and related systems and technologies, and to (i) use such information and data for the purpose of analytics, to improve and enhance the Product and Services, and for other development, diagnostic and corrective purposes in connection with the Rewardable offerings, and (ii) disclose such data to third party entities solely in aggregate or other de-identified form, from which neither Licensee nor any Authorized User may be identified.
7. Fees; Payments.
- Rewardable’s Right to be Paid Accrues on Delivery. Rewardable’s right to payment for the Product purchased by Licensee shall accrue on the date the Product is Delivered to Licensee. Except in the case of material breach of this Agreement by Rewardable, all payments accrued or made under this Agreement are non-cancelable and non-refundable.
- Invoicing and Payment. Unless otherwise indicated in an applicable Order, payment of the License Fee is due within thirty days of Licensee’s receipt of an undisputed invoice. Any amount which is unpaid when due may be subject to interest equal to the lower of 3% per month or the highest applicable legal rate. If Licensee’s account is referred to a collection agent due to non-payment, Rewardable shall be entitled to reimbursement for reasonable costs associated with the collection of any past-due balance.
- Taxes. All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated. Any taxes related to the Product, Documentation, Services or support Services purchased or licensed pursuant to this Agreement including, but not limited to, withholding taxes, will be paid by Licensee, or Licensee will present an exemption certificate acceptable to the taxing authorities. Licensee will not be liable for taxes imposed on Rewardable based on Rewardable’s income.
8. User Account
To create a campaign to engage users through a Site, Licensee must create an account with Rewardable. By creating an account, Licensee represents and warrants to Rewardable the following: (a) Licensee is an individual who is at least eighteen (18) years of age OR if the Licensee is an entity, has the authority and legitimacy to represent entity; (b) all information provided in connection with Licensee’s account is correct and complete; (c) Licensee shall update information in his or her account so that information is always correct and complete; (d) Licensee’s activity involving Rewards and engagement will always take place either on a Rewardable Site or via a digital ledger where records of the transaction are public, such as blockchain; (e) Licensee shall not provide Licensee’s account credentials (logins, passwords, or other means of access or authentication) to third parties; (f) only Licensee shall conduct activity through Licensee’s account; (g) Licensee shall notify Rewardable immediately of any suspected breach of security or unauthorized use of the account; (h) Licensee shall not conduct any activity at a Site, or in connection with the Rewards through Rewardable, that violates any applicable law; (i) Licensee shall not transfer or assign their account; (j) Licensee is not located in a country that is subject to a U.S. Government comprehensive embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; (k) User is not listed on any sanctioned party list, including without limitation, the U.S., U.K., or E.U. lists of prohibited or restricted parties, including the U.S. Department of the Treasury’s Office of Foreign Assets Control’s (“OFAC”) Specially Designated Nationals and Blocked Parties List (“SDN List”), (collectively “Sanctioned Party”), is not owned 50 percent or more, directly or indirectly, in the aggregate by any Sanctioned Party, is not otherwise controlled by any Sanctions Party, and shall not resell, gift, or otherwise transfer a Reward to any Sanctioned Party.
For purposes of verification, fraud prevention, compliance with law and with these Terms of Service, and Site security, Rewardable or its contractors (each, a “Data Contractor”) will collect information about persons seeking to establish accounts and/or otherwise engage with Rewards or use the Site (“Submitted Data”). Such Submitted Data may be analyzed via machine learning, artificial intelligence, and analyses based upon various databases intended to assist in verification and compliance. Data Contractor will provide the results of that analysis to Rewardable (“Provided Data”). Submitted Data and Provided Data are referred to collectively as “Customer Data” for purposes of this Section. Subject to applicable privacy and data protection laws, Licensee hereby grants Rewardable a broad license to use Customer Data in connection with its business, and to authorize Data Contractor the right to use Customer Data, including the right to copy, transmit, use, host, perform, display, share with third parties, customers and/or partners and create derivative works; to combine with other data; and to operate, analyze, improve, and promote the Services of Rewardable and/or the Data Contractor; and to evaluate and assess compliance by Licensee with applicable law. This license is worldwide, irrevocable, perpetual, royalty-free, paid up, sublicensable (including to any of Rewardable’s clients or Third-Party Licensors with access and use rights to any Sites) and transferable, for all media now known or later developed. Licensee hereby fully consents to the use by Rewardable, Data Contractor, or Third-Party Licensors of Customer Data as set forth above and waives any claim against Rewardable or Data Contractor for use of Customer Data as set forth above.
Each party agrees to abide by all applicable laws and regulations in connection with providing the Services, including, without limitation, all Applicable Privacy Laws.
10. Rewardable’s Rights and Obligations
- Register Licensee’s Customers: Licensee will permit Rewardable to register Licensee’s customers, where applicable, and track their activity that use the Service. Licensee acknowledges that customers that open an account with Rewardable, will be required to agree with all Rewardable’s customer rules, policies and operating procedures. Rewardable will provide such rules, policies and operating procedures to each customer for the customer’s agreement and consent prior to such customer registering for an account with Rewardable. Without notice to Licensee, Rewardable reserves the right to refuse any customer, or close any customer account if necessary, to comply with any requirements Rewardable may periodically establish.
- Track Activity: Rewardable will track Licensee’s and user activity and may share all relevant information with Licensee in a secure and private manner. All such user activity will be subject to the confidentiality restrictions of this Agreement.
- Promotions: Rewardable can use the Licensee’s logo and name to promote its own services on its website, marketing materials and publications.
11. Licensee’s Rights and Obligations
- Licensee shall deliver the Rewards Licensee has promised in the order form upon the creation of the Campaign.
- Licensee shall use commercially reasonable efforts to actively and effectively advertise, market and promote its offering of Rewardable’s Service to its customers and prospective customers with the intent of maximizing the visibility and engagement of such Service to both Licensee and Rewardable.
- Licensee shall only engage in advertising, marketing and promotional efforts which do not violate any law and which reflect positively upon the business reputation of Rewardable.
- Licensee will take down, delete or correct any false information which has been published upon the request of the Rewardable.
- Licensee agrees to reasonably cooperate with Rewardable in utilizing and maintaining Links and other promotional tools for the Service as supplied by Rewardable.
Rewardable provides a platform for Users and Brands to engage with each other. For transactions in which a seller sells to a buyer, if you are a buyer, you acknowledge that you are buying items from a third party, not Rewardable. NFTs exist only by virtue of the ownership record maintained in the associated blockchain. Any transfers or sales occur on the associated blockchain. Rewardable cannot affect or otherwise control the transfer of title or right in any NFTs or Rewards underlying or associated content or items. Where applicable and required by law, Rewardable will collect and remit sales/use tax to the appropriate jurisdiction.
Neither Rewardable nor any other Rewardable Party is responsible for determining the withholding, income, sales, use, value-added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (“Taxes”), that apply to your transactions. Other than applicable sales/use taxes that Rewardable may be required to collect, you agree that you are solely responsible for determining what, if any, Taxes apply to your transactions and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities. Any payments with respect to your transactions shall be made without deduction or withholding for any Taxes, except as required by applicable law.
14. Warranties and Disclaimer.
- Subject to each of the other provisions hereof, Rewardable warrants, solely to Licensee, that during any paid Subscription term (the “Warranty Period”), the products or Services, when installed properly, will be capable of functioning substantially in accordance with the Specifications.
- The warranty provided in Section 17.1 will not apply if: (i) Licensee fails to notify Rewardable in writing during the Warranty Period of any such breach; or (ii) Licensee fails to implement all updates to the Product made available at no charge to Licensee during the Warranty Period.
- If Rewardable breaches the warranty set forth in Section 17.1, Licensee’s sole and exclusive remedy, and Rewardable’s sole obligation, shall be to remedy such breach as set forth in this Section. At the sole discretion of Rewardable, Rewardable will, at its expense, either: (i) repair or replace the defective product or Services to enable it to perform substantially in accordance with the specifications; or (ii) if the product or Services as a whole does not function substantially in accordance with the specifications, terminate this Agreement and refund to Licensee the fees prepaid by Licensee to Rewardable for the defective product or Service for any period after the effective date of such termination.
- Licensee Promises that the Licensee Data Doesn’t Violate Anyone’s Rights. Licensee represents and warrants that it has all rights that are necessary to grant Rewardable the rights granted under this Agreement, and that neither Licensee Data, nor the inclusion of Licensee Data in the Services, will infringe, misappropriate or violate a third party’s Intellectual Property Rights, or Applicable Privacy Law. Licensee further agrees that, unless the parties separately agree in writing, Licensee will not upload to the Services any data or other information, other than Authorized User log-in credentials, which would qualify as personal information or personally identifiable information under any Applicable Privacy Law.
- ALL OTHER WARRANTIES ARE DISCLAIMED BY BOTH PARTIES. EXCEPT AS MAY OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY PRODUCTS, SERVICES, DOCUMENTATION, DATA OR OTHER TANGIBLE OR INTANGIBLE MATERIALS PROVIDED UNDER THIS AGREEMENT, AND HEREBY DISCLAIMS ANY OTHER EXPRESS AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Rewardable DOES NOT WARRANT THAT THE PRODUCT, SERVICES OR DOCUMENTATION PROVIDED UNDER THIS AGREEMENT WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE OR THAT SUCH PRODUCT OR DOCUMENTATION WILL SUCCEED IN RESOLVING ANY PROBLEM.
- Indemnification by Rewardable. Subject to each of the other provisions hereof, Rewardable shall (i) defend or (at its option) settle, any claim brought against Licensee by a third party alleging that at the time of delivery the Service infringes the copyright, trademark, or patent of said third party (a “Claim”) and (ii) indemnify Licensee against damages and costs finally awarded against and payable by Licensee in any such Claim.
- Exceptions. Rewardable shall have no liability to Licensee under this Section:
(a) to the extent any Claim is based on or arises from any product, Service or any portion or component thereof, that is: (A) not provided directly to Licensee by Rewardable; (B) modified by a party other than Rewardable and not at Rewardable’s direction, if the alleged infringement would not have occurred in the absence of such modification; or (C) combined with other products, processes or materials where the alleged infringement would not have occurred in the absence of such combination;
(b) to the extent Licensee continues allegedly infringing activity after: (1) being notified thereof; and (2) being provided, at no additional charge, modifications that would have avoided the alleged infringement without significant loss of performance, compatibility or functionality; or from any breach of the Licensee’s obligations under this Agreement.
if the Licensee has provided false or misleading information to Rewardable about its products, services, intellectual property, ownership, or representations, in connection to the Services.
- Indemnification by Licensee. Licensee will (i) defend or (at its option) settle, any claim brought against Rewardable by a third party and (ii) indemnify Rewardable from and against any losses, liabilities, damages, costs or expenses (including court costs and reasonable attorneys’ fees) arising out of or relating to a breach of Licensee’s warranty in Section 14.4.
- Despite any of the foregoing, each party’s obligations under Section 18 shall be valid only if the party requesting indemnification:
(a) gives notice to the indemnifying party of any Claim promptly upon becoming aware of the same;
(b) gives the indemnifying party the sole control of the defense and settlement of any Claim and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of the indemnifying party; and
(c) acts in accordance with the reasonable instructions of the indemnifying party and gives to the indemnifying party such assistance as it shall reasonably require in respect of the conduct of the said defense.
- In the event of any alleged Intellectual Property infringement, Rewardable shall be entitled at its own expense and in its sole discretion to: (a) procure the right for the Licensee to continue using the product or Service; (b) make such alterations, modifications, or adjustments to the Service so that it becomes non-infringing without incurring a material diminution in performance or function; or (c) replace the product or Service with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function.
16. Limitation of Liability.
- Indirect Damages Are Limited. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL REWARDABLE BE LIABLE TO USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, BUSINESS INTERRUPTION LOSSES, OR LOSS OF DATA, RESULTING FROM THIS AGREEMENT, ACTIVITY AT THE SITES, OR ACTIONS BY THIRD PARTIES, REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING EXPRESS CONTRACT, IMPLIED CONTRACT, NEGLIGENCE, WARRANTY, OR MISREPRESENTATION, AND WHETHER OR NOT Rewardable IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DIRECT DAMAGES ARE LIMITED TO THE REWARD OBTAINED BY THE USER THROUGH Rewardable THAT IS THE SUBJECT OF ANY USER CLAIM. As used in this section, “Rewardable” includes Rewardable and Third-Party Licensors as well as their officers, directors, members, employees, contractors, agents, affiliates, related business entities, successors, and assigns.
- Certain Damages Are Always Prohibited. DESPITE ANY OTHER SECTION OF THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR (i) ANY SPECIAL OR PUNITIVE DAMAGES, (ii) EXCEPT WITH RESPECT TO CLAIMS BASED UPON LICENSEE’S BREACH OF ITS LICENSED RIGHTS HEREUNDER ANY LOSS OF PROFITS, LOST BUSINESS, OR LOST REVENUE, OR (iii) THE USE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, AND WHETHER OR NOT SUCH DAMAGES ARE CHARACTERIZED AS DIRECT, INDIRECT OR OTHER, EVEN IF SUCH OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Maximum Liability. IN NO EVENT SHALL REWRDABLE’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY LICENSEE TO REWARDABLE UNDER THIS AGREEMENT IN THE THREE MONTHS PRECEDING ANY CLAIM MADE HEREUNDER.
- Confidentiality Agreement. Each of the parties hereto undertakes to the other to keep confidential all Confidential Information of the other party. Confidential Information means the product and Services each party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information, plus any other information or data which a party discloses in tangible form and conspicuously marks as “confidential,” “proprietary” or with other words generally understood to communicate the confidential nature of the information.
- Exceptions. Confidential Information will not include any information which: (a) is already lawfully in the receiving party’s possession without obligation of confidentiality; (b) is or becomes generally available to the public through no fault of the receiving party; or (c) is independently developed by the receiving party without any use of the other party’s Confidential Information.
- Required Disclosures. If any Confidential Information of the other party is required to be disclosed by the receiving party as a matter of law, the receiving party will use all reasonable efforts to provide the disclosing party with prior notice of such disclosure and to obtain a protective order therefore.
- Injunctive Relief. The parties agree that the disclosing party’s remedies at law for a breach by the receiving party of its obligations hereunder may be inadequate and that the disclosing party shall be entitled to seek equitable relief.
18. Integrity of the Sites.
- Integrity of the Sites. Licensee shall not take any action to interfere with the operation of the Sites, attempt to copy the Sites’ underlying technology, upload other computer programs or files, or copy Content. Licensee agrees not to use any automated software (including, but not limited to, crawlers, robots, bots, spiders, extractors, etc.) at the Sites except as expressly set forth below. Licensee agrees not to circumvent, disable, or otherwise interfere with security-related features or digital rights management functions at the Sites or in connection with the Rewards; or hack, reverse engineer, or disable any technology at the Sites or relating to the Rewards.
- Prohibited Conduct. Licensee shall not take any action to interfere with the operation of the Sites, attempt to copy their underlying technology, upload other computer programs or files, or copy Content. Licensee agrees not to circumvent, disable, or otherwise interfere with security-related features or digital rights management functions at the Sites or in connection with the Reward; or hack, reverse engineer, or disable any technology at the Sites or relating to the Rewards. Notwithstanding certain limited uses of automated software, below, Licensee shall not use automated software to: (a) install any software at the Sites, including malware and any other type of software identified in the software community or by Rewardable as malicious, nefarious, harmful, or unauthorized; (b) alter the functionality at the Sites; (c) spam or otherwise send unsolicited messages; (d) engage in any attacks at the Sites, the Rewards, the NFTs, or any Rewardable technology, including DDOS attacks; (f) take over the Sites or any function at the Sites; (g) circumvent any limitations, rules, requirements, and/or restrictions at the Sites (by way of example, transaction limits, account limits, geographic restrictions, age restrictions; (h) access, collect, disseminate, disclose, or use personal information of others; (i) interfere with the use of the Sites by Licensee; (I) interfere with accounts of Licensee; (j) harm Licensee, Rewardable, or Third-Party Licensors and strategic partners; and/or (k) exercise any of the “limited authorized use of automated software” below in a manner that would violate any prohibition, above. To be clear, it is not possible to list all unauthorized uses of automated software or all prohibited conduct, and the aforementioned are merely representative examples of unauthorized uses or prohibited conduct and are intended as examples only and without limitation. Licensee shall use the Sites only with the highest standards of ethical conduct. In no case shall Licensee copy, adapt, distribute, sell, or post images, video, or audio owned by third parties and licensed to Rewardable in connection with Rewards or NFTs.
- Limited Authorized Use of Automated Software. Except as set forth in this paragraph below, Licensee agrees not to use any software application that automates tasks intended to emulate lawful and authorized conduct at Sites owned or operated by Rewardable (“Automated Software”). Rewardable authorizes Licensee to use Automated Software for the following tasks already authorized by Rewardable at the Sites: (a) create alerts for Licensee and (b) access data that is published by Rewardable at the Sites. Rewardable authorizes these limited uses solely at the URLs identified by Rewardable with the notice “powered by Rewardable” in the top right header of the web page and in the footer.
- Changes to Prohibited Conduct and Authorized Conduct. Rewardable may unilaterally amend the terms of this Section at any time and for any reason, and may do so by, for example, amending these Terms of Service, disabling the Automated Software, changing its application programming interface, and/or by posting restrictions and authorized uses at any of the URLs.
19. Site Accessibility.
Rewardable may use third parties for services relating to the technology used to receive, store, and transmit data (such as server operations, hosting, maintenance, support, upgrading, and repair). Servers relating to the functioning of the Site may occasionally be inaccessible due to repair, maintenance, upgrades, power sources, and other factors. Information transmitted by Licensee may be sent over an unsecured connection to an email service provider. If You have technical problems with any Site, with access to a Reward, or other issues regarding user experience, please contact Rewardable at email@example.com
20. Term and Termination.
- Term of Agreement. This Agreement shall begin on the Effective Date and shall continue in force for an initial term of one year unless validly terminated earlier. Thereafter, this Agreement shall automatically renew for additional one-year periods unless either party notifies the other in writing of its intent not to renew at least 7 days prior to the end of the then-current term.
- Term of Orders. Orders issued under this Agreement shall begin and end as specified in each such Order.
- Termination. This Agreement and any Service order may be terminated by either party upon notice if the other party breaches any material term or condition of this Agreement and fails to remedy the breach within fifteen (15) days after being given notice thereof.
- Effect of Termination. Upon termination of this Agreement, Licensee shall immediately uninstall or destroy (or at the sole option of Rewardable, return) all copies of the product and documentation in its possession or control, and a duly authorized officer of the Licensee shall certify in writing to Rewardable that the Licensee has complied with such obligation. Despite the foregoing, upon any termination or expiration of this Agreement, the terms of this Agreement will continue to apply to any with a term that extends beyond the date of expiration or termination of the Agreement. Any termination of this Agreement pursuant to this Section shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
- Survival. Sections 6.1, 6.3, 6.4, 6.5, 6.7, 7, 14-17, 20.4, 20.5, 21 and 35, all associated definitions, and all accrued rights to payment shall survive any termination or expiration of this Agreement.
Each party agrees to abide by all applicable laws and regulations in connection with providing the Services, including, without limitation, all Applicable Privacy Laws.
22. Suspension or Termination and Related Handling of Rewards
Rewardable may suspend or terminate Licensee access to the Sites, content, Rewards, and/or Services, in its sole discretion, in any of the following circumstances: (a) Licensee’s violation of the provisions of this Agreement; (b) Licensee’s involvement in any form of legal action against Rewardable; (c) Rewardable’s receipt of request to suspend or terminate Licensee access by any law enforcement authority with jurisdiction over Rewardable or Licensee; (d) enactment of new or change in any existing laws or regulations applicable to Rewardable that would cause Rewardable to be in violation of such laws or regulations by continuing to allow Licensee access; (e) termination of rights by Rewardable Licensors that affects Licensee rights previously granted; (f) receipt by Rewardable of any legal process requiring Rewardable to suspend or terminate Licensee access; (g) any actual or alleged violation of law by User, including without limitation fraud; (h) at the request of a Licensee, including in connection with a Licensee’s request under applicable data privacy laws to delete such Licensee’s data, where applicable; and (i) any other action that Rewardable, in its sole discretion, determines is inconsistent with permissible use of the Sites, content, Rewards, and/or Services, including potential fraud, access from non-supported countries, and account dormancy.
Rewardable shall notify Licensee in the event of such suspension/termination in the case that the Licensee attempts to take action on their account (e.g., engage with the Site or offer a Reward), unless prohibited from doing so by law. Rewardable may provide information regarding resumption of access to the extent that resumption of access may be permitted and unless prohibited from providing such information by law.
Where suspension or termination is permitted under this Agreement, Rewardable may, in its sole discretion and as otherwise permitted by law: (a) temporarily suspend Licensee’s account with a potential for resumption of access under such terms and conditions as Rewardable, in its sole discretion, may set; (b) permanently terminate Licensee’s account and, in Rewardable’s sole discretion do any of the following: (i) freeze or block any Rewards of Licensee; (ii) seize and hold any Rewards of Licensee unless and until release of such Rewards to Licensee is required by law. Any Rewards that Rewardable does not or is unable to return to the Licensee in conjunction with an account termination will be revoked, voided and repurposed or disposed at Rewardable’s sole discretion and can be handled in accordance with Section 33 of this Agreement. In addition to the forgoing, should Rewardable have reason to believe that Licensee has obtained Rewards by fraud or other means that are impermissible by law or under this Agreement, Rewardable reserves the right to freeze such Licensee account pending investigation by Rewardable. If Rewardable determines based on good faith investigation that the frozen Rewards are legally the property of another user, Rewardable retains the right, in its sole discretion, to return such Rewards to the user who is rightfully entitled to the same.
Licensee agrees the Rewards have no intrinsic value or specific value and that any damages against Rewardable and/or Third-Party Licensors in the event of suspension or termination of access and related action to freeze, block, or seize Rewards by Rewardable that is ultimately determined at arbitration or by a court with jurisdiction over Rewardable to have been improper under this Agreement will be limited to the Rewards in Licensee’s account at the time of the suspension or termination, or Two Hundred Dollars (U.S. $200.00), whichever is less.
23. Licensee Responsibility
Licensee acknowledges that Licensee account with Rewardable and Licensee access to the content, Rewards and Products or Services is based upon the truth of the promises, statements, and representations made by Licensee in accepting this Agreement. User is solely responsible for any costs, expenses, and damages directly or indirectly arising from breaches of this Agreement or third party assertions inconsistent with Licensee promises, statements, representations, and warranties. This obligation survives termination of this Agreement. Licensee agrees to use Licensee best efforts to assist Rewardable in the investigation and resolution of any third party claim or assertion inconsistent with Licensee’s obligations under this Agreement, at no charge and promptly upon receipt of notice from Rewardable of such claim or assertion.
24. Regulatory Status
Rewardable is not a bank. It is not a money services business, is not registered as such with any treasury department such as Department of the Treasury Financial Crimes Enforcement Network (“FinCEN”) or Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”), and is not registered as a money transmitter under any country. Any NFTs hosted on a Site are not insured by the Federal Deposit Insurance Corporation of the United States or any other authority.
25. The Site and Performance of Agreement
26. Notices; Electronic Communications
Rewardable may provide Licensee with notices, including those regarding changes to this Agreement, by email using the information provided by Licensee in its account, or by postings to the Site. All notices must be in writing and in the English language and are deemed given upon the earliest of (a) actual receipt, (b) twenty-four (24) hours after an email is sent, or (c) three (3) calendar days after a notice is posted to the Site. Licensee stipulates to electronic communications as the sole method of notice and communications, including service of legal process.
You may contact Rewardable at (Rewardable may update its contact information in accordance with the terms for modification of this Agreement):
E-MAGINE – FZCO
Dubai Silicon Oasis,
DDP, Building A1, Dubai,
United Arab Emirates
27. SMS/Text Messages
By providing Your mobile/cellular phone number to Rewardable, whether at sign-up or when updating Your contact information, You agree to receive text (SMS) messages from Rewardable. Rewardable may send text messages related to authorization of access to Your account and to promotions related to the Site. Message frequency will vary. Consent to receive promotional text messages is not a condition of access to Rewardable’s services. Your wireless carrier’s standard messaging rates apply to all text messages received and sent, including any downloading of content. All charges are billed by and payable to Your wireless carrier.
a. You represent that You are the owner or authorized user of the phone number You provide to Rewardable and the wireless device You use to subscribe to Rewardable’s services. You represent that the information You provide is accurate and complete. You represent that You are authorized to approve the applicable charges.
b. Data obtained from You in connection with this SMS service may include Your mobile phone number, Your carrier’s name, and the date, time, and content of Your messages and other information that You may provide. We may use this information to contact You and to provide the services You request from us, and to otherwise operate, develop, and improve Rewardable’s services. Your wireless carrier and other service providers may also collect data from Your SMS usage, and their practices are governed by their own policies. We may disclose information in compliance with legal process, investigations, or governmental requests; to avoid liability, to protect our rights, the rights of our Users, or the intellectual property rights of Third-Party Licensors.
c. Rewardable is not liable for any delays or failures in Your receipt of any messages, as delivery is subject to effective transmission from Your network operator and processing by Your mobile device. Rewardable provides text message services on an AS IS, AS AVAILABLE basis. Rewardable reserves the right to alter the terms applicable to text messages from time to time. Rewardable may suspend or terminate the text message service if it believes You are in breach of the terms and conditions. The text message service is also subject to termination in the event Your wireless service terminates or lapses. Rewardable may discontinue this service at any time.
28. Shortened Statute of Limitations.
Any claim under this Agreement must be brought within three (3) months of the facts giving rise to the claim. All other claims must be brought no later than six (6) months after on the date Licensee knew or should have known about the facts giving rise to the claim.
29. Entire Agreement.
This Agreement incorporates by reference all terms appearing at the links identified in this Agreement. The Agreement may be updated and modified by Rewardable from time to time. Those modifications are incorporated as part of the Agreement. Licensee will be notified of significant modifications when it accesses its account or the Site. If Licensee does not accept the modifications to the Agreement, its sole remedy is to conclude its use of the Site. The continued use of the Site will assume the acceptance by Licensee of the terms. Provisions which, by their nature, are intended to survive termination shall continue, by way of example, exclusive remedy, shortened statute of limitation, indemnification, and limitation of liability for damages.
30. Links to Third Parties.
31. Dispute Resolution.
The parties shall attempt to resolve any disputes through good faith business negotiations or facilitative mediation in IFZA Dubai Silicon Oasis, UAE. The parties may agree to participate electronically through a platform by which all parties and the mediator can be seen and heard (such as Zoom). All disputes or claims arising out of or relating to this Agreement (including the breach thereof) shall be settled by arbitration, to be conducted by a single arbitrator in IFZA Dubai Silicon Oasis, and in accordance with the then effective commercial rules of the local Arbitration Association or similar professional dispute resolution provider; provided that the arbitrator shall not have authority to issue injunctions against Rewardable or Third-Party Licensors. The costs of the arbitration and the reasonable attorneys’ fees of the prevailing party shall be included in any award rendered by the arbitrator. Other legal proceedings, if any, shall be initiated and maintained only in IFZA Dubai Silicon Oasis. The parties expressly submit to the exclusive personal jurisdiction and venue of these courts and waive any objection on the grounds of personal jurisdiction, venue, or forum non conveniens. Any disputes relating to Content that is subject to License Terms shall be resolved pursuant to the terms and conditions of such License Terms and not this Section.
32. Force Majeure.
It shall not be a material breach of this Agreement, and neither party shall be liable to the other, if prevented from performing its duties or responsibilities under this Agreement by reason of any fire or other casualty, acts of God, earthquake, floods, explosions, interrupted power supply, sabotage, war, riots, acts of terrorism; inability to procure or a general shortage of labor, equipment, facilities, materials or supplies in the open market; strikes, court orders, laws, regulations, or orders of government or military authorities; pandemic; or any other cause not within the control of such party whose performance is delayed.
33. Closed Accounts.
Licensee may request closure of their accounts at any time by contacting Rewardable at firstname.lastname@example.org. If a Licensee requests closure of an account but such Licensee owns a Reward custodied by Rewardable, Rewardable will attempt to notify the Licensee of this fact and provide the Licensee with a reasonable amount of time to transfer custody of the Reward to another third-party ledger (or otherwise sell the Reward) prior to closure of the account. If Licensee declines to or does not take an action and the Reward remains in the custody of Rewardable, Licensee acknowledges that Rewardable may take steps to dispose of the Reward in Rewardable’s discretion, which may include but is not limited to “burning” (i.e., destroying) or selling the Reward, or repurposing the Reward with no recourse to Licensee.
34. Additional General Terms.
No waiver by Rewardable shall be implied. A waiver must be in writing and signed by an officer of Rewardable. If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties’ intent set forth in such portion and only to the extent necessary to make it enforceable. The remaining provisions of this Agreement will remain in full force and effect. The Third-Party Licensors are third-party beneficiaries of this Agreement and shall have the right to directly enforce their rights in their applicable Content or other rights under this Agreement against You directly to the extent they may deem such enforcement necessary to protect their rights. Other than the Third-Party Licensors, this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than User. Rewardable may assign, subcontract, delegate, and transfer its rights and obligations under this Agreement to a third party. User represents they have the legal power to enter into this Agreement. These Terms are binding upon the heirs, personal representatives, successors, and assigns of User.
35. GENERAL PROVISIONS
- Severability: Any illegality, unenforceability or invalidity of a provision of the Agreement does not affect the legality, enforceability or validity of the remaining provisions of the Agreement. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.
- Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any undertaking, promise, statement, representation, assurance, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not), whether made innocently or negligently, that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
- Assignment: Neither Party may assign or transfer any right or obligation under the Agreement to third parties without the prior written approval of the other (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign or otherwise transfer this Agreement to an affiliate or to a third party that is not a direct competitor of the non-assigning Party, without requiring consent from the non-assigning Party in the event of a sale, merger or other divestiture of substantially all of that assigning Party’s assets to such third party, and the existence and terms of this Agreement may be disclosed in confidence to such third party for the sole purpose of effecting such assignment or transfer, provided that the assigning Party must give notice of any such assignment or transfer to the other Party at least sixty (60) days prior to the time at which such assignment or transfer shall take effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each of the Parties and their respective successors and permitted assigns, and shall not otherwise give rise to any rights to entities other than the immediate Parties hereto, including but not limited to third party beneficiary rights.
- Third party rights: Unless it expressly states otherwise, this Agreement does not confer any rights on any person or third party (other than the Parties to this Agreement and, where applicable, their successors and permitted assigns). Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement and the rights of the Parties to rescind or vary this Agreement are not subject to the consent of any other person.
- Governing Law; Venue: This Agreement shall be governed by and construed in accordance with the laws of IFZA Dubai Silicon Oasis without regard to the conflict of law provisions thereof. The sole venue for all disputes relating to this Agreement shall be in IFZA Dubai Silicon Oasis
- Independent Contractors: The parties agree that each is an independent contractor and neither party has the right or authority to assume or create any obligation or responsibility on behalf of the other party.
- Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be considered an original, but all of which together will constitute one and the same instrument.
- Publicity: Either party to this Agreement may publicize the existence of the business relationship established by this Agreement in connection with its products, promotions, or publications. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Licensee further agrees to reasonably cooperate with Company to serve as a reference account upon request. Licensee grants Rewardable permission to use Licensee’s name and logo(s) in connection with promotion of Rewardable’s products and services. All representations of Licensee’s logo shall be exact copies of those used by Licensee in design, color and other details. Except as expressly set forth in this section, nothing in this Agreement gives either party any right, title or interest in the other party’s logos, trademarks, service marks or trade names. Despite anything to the contrary, neither party may disclose the specific terms of this Agreement, except as required by applicable law.
THIS AGREEMENT, INCLUDING ALL ATTACHMENTS, SCHEDULES, EXHIBITS AND ORDERS, CONSTITUTES THE COMPLETE AND EXCLUSIVE UNDERSTANDING OF THE PARTIES, AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS SALES PROPOSALS, NEGOTIATIONS AND AGREEMENTS, AND ALL OTHER REPRESENTATIONS OR COMMUNICATIONS, WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER HEREOF.
ACCEPTANCE OF TERMS: Licensee accepts these terms by accepting these terms at account registration, continued use of Site or by any other means specified by Rewardable to which User assents.