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These Terms govern your participation in the Guild gameplay feature and reward mechanism as part of the Guild of Guardians game accessible via the Website and our mobile application (collectively the Platform), which is operated and provided by Leonis Pty Ltd ACN 639 363 44 (“Leonis”, “we”, “us” or “our”).
The Terms apply to purchasers and holders of Guild NFTs, Game NFTs and all users (“user”, “player”, “you” or “your”) who participate in Guilds, including Guild Leaders and Guild Members.
By purchasing or holding a Guild NFT or Game NFT or participating in a Guild, you agree to abide by these Terms as updated and amended from time to time including where you purchase or receive a Guild NFT or Game NFT from us or a third party. You acknowledge that you have had notice of and opportunity to review these Terms before participating in Guilds or purchasing a Guild or Game NFT and have read, understood and expressly agreed to the Terms which are applicable to you. If you do not agree with any of these Terms, you should not purchase any Guild or Game NFTs and cease participating in Guilds and any related services or features.
Before participating in a Guild, you will need to register, access and use other services provided by us and accept other applicable terms on our Website, including but not limited to the Platform Terms,
Guild of Guardians NFT Terms of Sale, and Privacy Policy (together, “Additional Terms”). You should also read this disclaimer as published on our Website and amended from time to time.
Last updated November 2024
General Risk Warning & Project Disclaimer
The non-fungible tokens, or NFTs, that we issue are not intended for speculative use. They are not sold or represented to be any kind of financial product, financial investment or security. Nothing we publish is in any way financial advice to you or any person. NFTs are designed to possess different utility which may allow their owners to access different features or functions in the Guild of Guardians
game, though we do not guarantee there will be any use for the NFTs you purchase from us. Neither do we guarantee there will be any value in the NFTs you purchase from us. The fact that NFTs may or may not have tradeable value does not affect their nature. Before acquiring or crafting any NFTs, you acknowledge and accept the risks that the market value or prices of any NFTs issued by us may fluctuate from time to time.
Similar to physical, real-word collectibles (such as collectible baseball cards), the NFTs issued by us are intended to be digital collectibles. These NFTs are powered by blockchain technologies such that the ownership of them can be recorded on a blockchain.
1. Important Information
1.1 Read these Terms carefully before participating in Guilds. These Terms apply to you if you use any of the services listed in the Terms or are a holder of a Guild NFT or Game NFT and you hereby accept and agree to be bound unconditionally to all the Terms.
1.2 These Terms are made available by us in connection with Guilds. These Terms supplement and incorporate any Additional Terms, guidelines, rules or policies published on our Website. By participating in Guilds you agree to comply with these Terms and Additional Terms, guidelines, rules or policies.
1.3 We reserve the right to update, modify or replace these Terms at any time. Unless otherwise notified to you, any changes to these Terms will be effective immediately upon posting on our Website. While we may, in our sole discretion, take steps to notify you of any material changes to these Terms from time to time, it is your responsibility to regularly review these Terms to ensure that you are aware of any updates or modifications. Your continued participation in Guilds (including receiving any rewards from any Guild) will constitute your acceptance of these Terms and any changes to the Terms from time to time.
1.4 Where there is inconsistency between these Terms and the Additional Terms or other content displayed as part of the Game, these Terms will prevail to the extent of any inconsistency.
2. Guild Feature
2.1 Guilds are a team-based gameplay feature in the Game.
2.2 Players can join one of four types of Guilds currently comprising:
(a) Mythic Guilds;
(b) Legends Guilds;
(c) Warriors Guilds; and
(d) Adventurers Guilds.
2.3 Only Guild NFT holders can form a Guild and act as a Guild Leader. The Guild NFTs comprise Mythic Guild Tokens, Legend Guild Tokens, Warrior Guild Tokens and Adventurer Guild Tokens. If you transfer your Guild NFT, you also transfer your status as Guild Leader to the buyer or recipient.
2.4 The only rights or entitlements attaching to Guild NFTs is the right of holders to form a Guild and act as a Guild Leader and the applicable intellectual property licences contemplated by these Terms. Holding or purchasing a Guild NFT does not carry any other rights, including any rights to vote or financial claims or benefits of any kind. Guild NFT holders may become entitled to first cut rewards for work and contributions as Guild Leaders as contemplated by these terms.
2.5 At our sole discretion, we may decide to set, increase, reduce or change the types of Guilds, the number of Guilds of each type, and the maximum number of Guild Members in a Guild from time to time.
2.6 Players can choose to join a Guild and become a Guild Member. Guilds allow Guild Members to contribute in-game non-NFT game resources to create (i.e. craft or mint) NFTs which can be used in the game or traded with other Guilds or users (“Game NFTs”).
2.7 The exact gameplay features, challenges or rewards available to Guild Leaders and Guild Members will be communicated on the Website and in the Game from time to time. These features and rewards may vary from time to time and may be subject to the Additional Terms, conditions, guidelines, rules and policies which will be notified to you on the Website.
3. Guild Leaders
3.1 A holder of a Guild NFT is eligible to become a Guild Leader. For example, the holder of a Mythic Guild Token can become the Guild Leader of a Mythic Guild.
3.2 You must hold a Guild NFT in order to act as a Guild Leader. If you sell or transfer your Guild NFT, you also transfer your leadership of a Guild to the holder of that Guild NFT. Sales and transfers of Guild NFTs are irreversible.
3.3 The Guild Leader is responsible for the establishment, leadership and success of their Guild in the Game and has discretion to determine a range of matters based on gameplay parameters set by us from time to time, which may include but are not limited to:
(a) approving or rejecting applications by players who want to join the Guild and become Guild Members;
(b) setting parameters and conditions for those who want to become Guild Members;
(c) deciding which Game NFTs are to be crafted by their Guild;
(d) distributing rewards from sales of Game NFTs to Guild Members;
(e) initiating and completing sales of Game NFTs;
(f) use of Game NFTs in the Game;
(g) dispatching in-game characters to complete challenges or tasks;
(h) promoting and demoting Guild Members to different positions;
(i) making in-game announcements to Guild Members; and/or
(j) making aesthetic decisions about the Guild, such as choosing a Guild flag, Guild badge and changing the Guild’s name.
4. Guild Rewards
4.1 Guild Leaders and Guild Members who contribute to crafting Game NFTs may be eligible to receive rewards from primary sales of Game NFTs in the form of Digital Assets.
4.2 In recognition for their work and contributions as Guild Leaders, Guild Leaders are eligible to receive the first cut of rewards from primary and secondary sales of Game NFTs crafted under their leadership in the form of Digital Assets as follows:
4.3 A Guild Leader’s entitlement to receive rewards from secondary sales of Game NFTs crafted under their leadership continues after the Guild Leader transfers their Guild NFT to another Guild Leader.
4.4 Guild Leaders have sole discretion to determine the rewards provided to Guild Members from primary sales of Game NFTs crafted under their leadership and are responsible for distributing those rewards to Guild Members.
4.5 From time to time, Leonis may make available free software tools for use by Guild Leaders to administer and distribute rewards to Guild Members. Guild Leaders and Guild Members may incur and be responsible for gas and other fees in relation to the distribution of rewards to Guild Members.
4.6 A Guild Leader or Guild Members’ right to receive rewards from sales of Game NFTs is conditional on their participation, contribution and work as Guild Members. We make no guarantee, warranty or representation that by purchasing a Guild NFT or participating in a Guild as a Guild Leader or Guild Member you will be entitled to or obtain any rewards or benefits of any form.
4.7 It is the sole responsibility of the Guild Leader to administer, release and distribute rewards from primary sales of Game NFTs to Guild Members.
5. Compliance with Applicable Laws and guidelines
5.1 You agree to comply with all Applicable Laws, these Terms and any Additional Terms that may apply in respect of Guilds and the related gameplay reward mechanism in the Game.
5.2 You also agree to comply with any guidelines, rules, policies or reasonable directions given by us in relation to participation in Guilds or any related gameplay reward mechanism, challenges, competitions or promotions.
5.3 Neither the Game, any Guild, the related reward mechanism, any play-to-earn features, the Guild NFTs or Game NFTs are offered as a security or financial product or service of any kind.
5.4 The purpose of Guilds and the related reward mechanism and gameplay features is to encourage player engagement in the Game, incentivising players to interact and create a collaborative game environment, promoting players’ spending on in-game goods and services, including NFTs, and increasing their overall game satisfaction (although we make no representation or guarantee in this regard).
5.5 You shall not engage in any activities that are fraudulent, misleading, deceptive, or illegal under Applicable Laws or any behaviour or trading intended to manipulate, circumvent or give a false appearance of trading in relation to any Digital Asset or gameplay activity.
5.6 You shall not engage in any activities that may harm the reputation or integrity of the Game, Leonis, our Affiliates or Personnel.
6. Termination
6.1 Termination with cause
We may suspend or terminate your participation in a Guild with immediate effect and without notice if:
(a) you are not eligible to hold an Account under the Platform Terms;
(b) you have breached any of these Terms, the Additional Terms or any additional terms, conditions, guidelines, rules, policies or reasonable directions that
apply to your use of Guilds or participation in any challenges, competitions, or promotions from time to time;
(c) acting reasonably, we suspect that you have breached or will breach any of the warranties set out in these Terms or the Additional Terms;
(d) if our relationship with any third party partner who provides technology we use to provide Guilds expires, terminates, or requires us to change the way we
provide Guilds;
(e) your participation presents a security risk or could adversely impact our systems and services;
(f) in our sole discretion, if we decide it is necessary to do so for legal, regulatory or compliance reasons or in accordance with Applicable Laws, including
where we suspect that your Account has been in any way involved with:
(1) money laundering or terrorism financing;
(2) any Restricted Jurisdiction, any person or Digital Wallet which appears on any sanctions list, including any list maintained by theUnited Nations Security Council, the United States Department of the Treasury’s Office of Foreign Assets Control and/or the Australian Department of Foreign Affairs and Trade or any other applicable regime; and/or
(3) illicit or illegal activities; and/or
(g) if your participation in Guilds could subject us or our Affiliates to Liability, Claims or Losses.
6.2 Effect of termination
(a) If we terminate your participation in a Guild, we may in our sole discretion terminate your entitlement or claim to any rewards (including proceeds of
Game NFT sales) in accordance with this clause;
(b) If we terminate your access to Guilds, we may also liaise with third parties, including our Affiliates, to terminate any access to third party services; and
(c) For the avoidance of doubt, following termination under this clause, you will no longer be able to participate in Guilds to earn or claim rewards..
7. Indemnity and Release
7.1 You must indemnify us and our Affiliates and Personnel and keep us and our Affiliates and Personnel indemnified at all times to the fullest extent permitted by law in respect
of any Loss or Claim which we or our Affiliates or Personnel may suffer, sustain or incur arising from, or connected with, your breach of any clause of these Terms or arising from any act or omission from your activities as a Guild Leader or Guild Member.
7.2 By agreeing to these Terms, you agree to release us from any Loss or Claims to the fullest extent permitted by law in respect of:
(a) your acquisition or use of Digital Assets;
(b) your acquisition or use of any third party products or services;
(c) any act or omission of any Guild Leader or Guild Member; and
(d) any Claim for Consequential Loss of any kind.
8. Limitation of Liability
8.1 Compliance with laws – No monitoring responsibilities
We will have no Liability or responsibility for your compliance with
Applicable Laws governing your participation in a Guild or acquisition or use of Guild NFTs, Game NFTs or any other Digital Asset or any third party product or service. Further, you are solely responsible for compliance with all Applicable Laws having jurisdiction over your interactions with Guild NFTs, Game NFTs or any other Digital Asset or any third party product or service.
8.2 Third party services
We will not be liable for the performance, errors or omissions of third parties or decentralised networks such as, by way of example and not limitation: blockchain networks (whether private/permissioned or public), software or smart contract based applications, Digital Assets, telecommunications and other companies not under our reasonable control, and third parties providing services to the blockchain industry generally, such as, by way of example and not limitation: companies and other entities providing processing and payment or transaction services (including on- or off-ramp, “Layer 2” or similar “roll-up” or optimisation services), banking or payment partners, custody services, market making services and/or third party pricing services and decentralised blockchain networks such as, by way of example and not limitation, the blockchain(s) upon which any Digital Asset depends or forks of those blockchain(s).
8.3 Our liability
To the maximum extent permitted by law, and in the absence of any material breach of these Terms by us or gross negligence, fraud or wilful misconduct by us, we will not be liable to you for any Loss, however caused and whether or not foreseeable (whether in contract, tort, for breach of statutory duty or otherwise), even if we have previously been advised of the possibility of such loss or damage which you may directly or indirectly suffer in connection with:
(a) anything done, omitted or suffered by us relating to the Game, Guilds, any Guild NFTs or Game NFTs;
(b) your acquisition or use of Digital Assets;
(c) any act or omission of any Guild Leader or Guild Member;
(d) Guilds and the related reward mechanism being interrupted or unavailable or suspended or terminated;
(e) errors or omissions from Guilds and the related reward mechanism;
(f) any failure or lack of any security measures relating to Guilds, including free software tools which we make available and in relation to the storage or transfer or loss of Digital Assets;
(g) viruses, malicious code or other forms of interference affecting Guilds, Digital Assets, software or any third party products or services;
(h) your use of or reliance on information contained on or accessed through the Game, the Platform or any third party service, which information may be incorrect, incomplete, inadequate or outdated;
(i) goods or services supplied by any third party pursuant to or in any way connected with Guilds or the Game generally;
(j) unauthorised access to or use of servers and/or any information stored on them.
8.4 No liability for Consequential Loss
Neither party will be liable to the other for any Loss or Claim in the nature of Consequential Loss.
8.5 No warranties
Guilds, Guilds NFTs and Game NFTs are provided to you strictly on an “as is” and “as available” basis. To the maximum extent permitted by law, all other warranties or conditions for your benefit which are not guaranteed by law are expressly excluded. We make no, and you do not rely upon, any representations or warranties regarding Guilds, except those explicitly stipulated in these Terms, or any third party products or services.
8.6 Specific warnings
You must ensure that your access to the Game or any third party service which you access in connection with your participation in a Guild (including for the purpose of transacting or dealing in any Digital Asset) is not illegal or prohibited by Applicable Laws in the jurisdiction in which you are located. You must take your own precautions to ensure that the process which you employ for accessing the Platform or Guilds does not expose you to the risk of hacks, security breach, viruses, malicious computer code or other forms of interference emanating from the Platform (or any linked services) which may result in Loss of Digital Assets, data and/or damage your own computer systems or device. You agree that you will not rely on any information contained in the Game, Platform or third party sites or the availability of such information and that any decision you make in relation to your participation in the Game or any third party service will be as a result of your own independent assessment of such information. Even though we intend on providing accurate information, we cannot guarantee that the information in the Game or Platform is accurate, complete or updated, or free from technical inaccuracies or typos.
8.6 Liability cap
To the maximum extent permitted by law, Leonis, our Affiliates and Personnel shall not be liable to you for any Claims or Loss in connection with your participation in a Guild or the related gameplay reward mechanism or any dealing in any Digital Assets (including Guild NFTs or Game NFTs) exceeding the greater of the total value of any NFTs purchased from us by you arising from your participation in Guilds or AUD$100 and this clause shall operate as a cap on our maximum liability arising under any theory of law or claim.
8.7 Risk of cryptographic systems
(a) By using anything associated with Guilds, or interacting with Guilds you represent that you understand the inherent risks associated with cryptographic systems and warrant that you have an understanding of the usage, risks, potential bugs based on novel technology (where applicable), and intricacies of native cryptographic tokens, like Ether (ETH), smart contract based tokens such as those that follow the Ethereum Token Standard, including but not limited to ERC-20 or ERC-721 tokens as well as any other blockchain-based or Digital Asset related system that you may encounter by or through your participation in Guilds.
(b) You acknowledge and agree that cryptography is a progressing field.
Advances in code cracking or technical advances such as the development of quantum computers may present risks to smart contracts and Digital Assets which could result in the theft or Loss of your Digital Assets or other property, among other potential consequences. By using the services you acknowledge and agree to undertake these risks.
(c) You acknowledge and agree that the Game and Guilds include software code and tools that are subject to flaws and acknowledge that you are solely responsible for evaluating any smart contracts provided by us, and the trustworthiness of any websites, products, or content you access or use through Guilds or the Game. You further expressly acknowledge and agree that applications written on blockchain networks such as Ethereum applications can be written maliciously or negligently and that we cannot be held liable for your interaction with such applications and that such applications may cause the Loss of property or identity. This warning and others provided by us in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilising the Game or Guilds.
(d) We may, in our sole discretion, but are not obliged to, make updates to Guilds, including the software, and remove features present in Guilds at our sole discretion.
9 Intellectual Property
9.1 All legal rights, title and interest in and to all elements of the Game, Guilds and any Guild NFTs or Game NFTs (including their “look and feel”, text, graphics (all art, drawings and artistic works), images, logos, icons, photographs, editorial content, films, sound recordings, literary works, software, design, systems, methods, information, computer codes, compilation of content, other codes, data and other material) (“Guild Intellectual Property”), and all rights in and associated with the Guild Intellectual Property (including without limitations all copyright, trademarks, service marks and trading names) is owned by us or licensed to us by third parties and protected under Applicable Laws.
9.2 Other than for the purposes of, and subject to the conditions prescribed under Applicable Laws, and except as expressly authorised by these Terms or in writing by us, you may not in any form or by any means:
(a) modify, copy, adapt, reproduce, store, distribute, transmit, print, display, perform, reproduce, publish, licence, or create derivative works from any part of, the Game, Guilds or the Guild Intellectual Property; or
(b) commercialise or commercially exploit, transfer, or sell any content, software, information, products, or services obtained from any part of Game, Guilds or the Guild Intellectual Property without prior written approval.
9.3 Nothing in these Terms are intended to give you ownership of any Guild Intellectual Property Rights in, or other rights in respect of, any copyright, trademarks, design rights, business names, logos, trading styles, get-up, processes, methodologies or other intellectual property belonging to us or our licensors. All ownership of Guild Intellectual Property remains with the creator.
9.4 Subject to your continued compliance with these Terms, we grant you a non-exclusive, transferable, worldwide, royalty free and limited licence to use and display the design and art associated with the Guild Intellectual Property and any Guild or Game NFTs you have purchased or crafted in connection with Guilds.
9.5 You agree that you may not, nor permit any third party to, without our written consent, modify the art or design associated with a Guild or Game NFT you have purchased or crafted; or use such NFTs to promote, advertise, market or sell any third party product or service; or use the NFTs in connection with images, videos or other media which are defamatory, obscene or offensive or promote violence or discrimination; or attempt to trademark or copyright or acquire additional intellectual property rights to the design or art associated with the NFTs.
9.6 Your licence terminates immediately if you:
(a) use an NFT in any way which would be reasonably considered to bring the Guild Intellectual Property owner into disrepute, or which would be reasonably seen to disparage the Guild Intellectual Property owner;
(b) use an NFT for any unlawful or illegal purpose or in breach of the licence granted herein; or
(c) you transfer or sell an NFT.
10 Governing Law and Jurisdiction
10.1 These Terms are governed by the laws of New South Wales, Australia.
10.2 The parties agree to submit any dispute or claim arising out of, relating to or in connection with these Terms, including its subject matter, formation, existence, validity or termination, to the exclusive jurisdiction of the courts of New South Wales, Australia.
11 Taxation
11.1 Each party is solely responsible for any taxation which arises as a result of participating in Guilds and receiving any rewards or value from Guilds, including capital gains or income tax and you shall have no Claim for any Loss against us in respect of any taxation amounts you are due to pay howsoever such amounts arise.
11.2 There is a risk that Applicable Laws in respect of Guilds and in respect of any tax actions in relation to Guilds will change or be interpreted differently over time which may lead to us not being able to continue to operate Guilds in the same way or, in an extreme event, be unable to provide you with continued access or may be adverse to you. You should seek independent tax advice before and in relation to any dealings in Guilds.
12 Assignment
12.1 You may not transfer or assign these Terms and any rights or obligations under these Terms by operation of law or otherwise and any such assignment shall be void, save that you may transfer a Guild NFT or Game NFT to another person by way of sale, assignment or transfer in which case you only assign the rights attaching to the Guild NFT or Game NFT contemplated by these Terms and the transferee shall have notice of and agree to be bound by, these Terms upon purchase or receipt of the such sale, assignment of transfer.
12.2 We reserve the right to freely assign these Terms and our rights and obligations under these Terms to any third party at any time without notice or consent. If you object to such transfer or assignment, you should not purchase any Guild or Game NFTs and cease participating in Guilds and any related services or features.
13 Definitions
Unless otherwise stated, capitalised terms in these Terms shall have the following meanings:
Account has the same meaning as defined in the Platform Terms;
Additional Terms includes, without limitation, the Platform Terms, Guild of Guardians NFT Terms of Sale, and Privacy Policy.
Affiliate means any other legal person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with us and any third party with whom we have entered into an agreement to assist our provision of the Platform or Guilds. The term “control” as used herein (including the terms controlling, controlled by, or under common control with) shall mean possession, directly or indirectly of at least fifty percent (50%) of the voting equity of another entity (or other comparable interest for an entity other than a corporation), or the power to direct or cause the direction of the management or policies of an entity whether through ownership of securities, by contract or otherwise;
Applicable Law means any mandatory statute, law, regulation, ordinance, rule, determination, judgment, rule of law, order, decree, permit, requirement, or any provision of condition or any permit, license or other authorisation issued by any governmental and/or judicial authority having or asserting jurisdiction over the matter in question, whether now or hereafter in effect, in any jurisdiction, that is applicable to a party;
Claim includes a claim, notice, demand, action, proceeding, litigation, investigation, however arising whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute or otherwise and whether involving a third party or otherwise and where and to the extent the context permits, includes all associated Loss;
Consequential Loss includes any Loss or Claim in the nature of consequential, indirect, incidental, punitive, exemplary, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of chance, loss of reputation, loss of use and/or loss or corruption of data, loss of expectations, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise;
Digital Asset means a cryptographically secured token (including fungible, non-fungible and any other type of token) recorded on a public blockchain;
Digital Wallet means a digital wallet that is capable of storing Digital Assets, including but not limited to the Immutable Passport Wallet;
Game means the Guild of Guardians game published by Leonis and accessible via the Website;
Game NFT is defined in clause 2.6;
Guild means the guild gameplay feature and reward mechanism as part of the Game; Guild Leader means a holder of a Guild NFT who forms and/or leads a Guild in the Game; Guild Member means a player who chooses to join a Guild (including a Guild Leader);
Guild NFT means NFTs issued by Leonis which entitle the holder to form a Guild and currently comprise Mythic Guild Tokens, Legend Guild Tokens, Warrior Guild Tokens and Adventurer Guild Tokens;
Guild Intellectual Property has the meaning in clause 9;
Liability means all costs and expenses, charges, losses, damages, penalties and liabilities of any kind whatsoever including, without limitation, legal costs and expenses (on a full indemnity basis);
Loss includes any loss, damage, cost, charge, liability or expense (including legal costs and expenses) and Consequential Loss of any kind;
NFT means non-fungible token which is a type of Digital Asset;
Personnel means any employee, contractor, subcontractor, agent, partner, shareholder, ultimate beneficial owner, director or officer of a party;
Platform means the Website and our mobile application;
Restricted Jurisdiction has the same meaning as defined in the Platform Terms;
Sales Tax means any form of value added tax, including Goods and Services Tax as defined in section 195-1 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
Terms means these Guild Terms and Conditions; and
Website means www.guildofguardians.com.
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