TERMS & CONDITIONS

LAST UPDATE: 29/12/2022

Please review the terms of service contained herein carefully. By accessing and/or using any of the Services provided by NOKU SA, You have read, understood, and accepted all of the following Terms, as well as all of the terms which are incorporated herein by reference.

1. TERMS OF SERVICE

The following terms and conditions (the “Terms”) constitute a binding agreement between NOKU SA, a limited company registered under the laws of Switzerland, registered with the Register of Commerce under No. CHE-152.606.044 and with registered address at Via Pelli, 10 – 6900 Lugano (“NOKU” or the “Company”), and the person, persons, or entity (“You” or “Your”) accessing and/or using the noku platform at www.noku.io (the “Site”) as well as the noku application (the “App”) or any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto. By accessing and/or using the Site, You have read, understood, and accepted all of the following Terms and agree to be legally bound by these Terms, in their most recent version; You further represent and warrant that: (i) You are of legal age to enter into a binding agreement; and (ii) if You represent a corporation, governmental organization or other legal entity, You have the right, power and authority to enter into these Terms on behalf of such corporation, governmental organization or other legal entity and to legally bind it to these Terms. Your access and/or use of the Services is contingent upon Your acceptance of these Terms. The Company may amend these Terms at any time. Amendments will be effective 14 (fourteen) days after the modified terms and conditions have been posted on the Company’s website at www.noku.io, except for amendments that relate to new features or made for legal reasons, which will become effective immediately. If You do not agree to such modified terms, You should discontinue Your use of the Services.

2. RIGHTS AND OBLIGATIONS

Noku is a distributed application that is currently running on the Ethereum Network and Noku Network (the "Blockchains"), using specially-developed smart contracts (each, a “Smart Contract”) to enable users to own, transfer, battle, and breed genetically unique digital cards. It also enables users to own and transfer other digital assets like plots of land and items. These assets can then be visualized on the Site or the App. Using the App, users can view their assets and use the Smart Contracts to acquire, trade, battle, and breed creatures with other App users (all together the “Service”).

The Service is not intended for distribution to any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, any persons who access the Site and/or the App while breaking their local laws are doing it on their own initiative and will have to deal with the consequences when applicable. The Serviceis intended for users who are at least 18 years old. People under the age of 18 are not permitted to use or register for the Site, the App, and the Smart Contracts.

3. INTELLECTUAL PROPERTY RIGHTS

Noku is a decentralized blockchain-based online gaming platform. All brands, games, tokens, NFTs, and generally any assets on the platform are owned by their publishers.
The intellectual property of the games or assets created and implemented on the platform, which are then traded or sold between users, belongs to Noku, third parties publishers or third parties creators.
Unless otherwise stated, the Site, App and Smart Contracts are owned by us, or the third parties publishers, and all source code, databases, functionality, software, website design, audio, video , text, photographs and graphics on the Site and Apps (collectively, the "Content") and the trademarks, service marks and logos contained therein (the "Trademarks") are owned by us, or their respective publishers, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of Switzerland, foreign jurisdiction and international conventions. Except as expressly provided in these Terms, no part of the Site, App and Smart Contract and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed or otherwise exploited for any commercial purpose, without our express written permission.
Provided you are eligible to use the Site, App and Smart Contracts, you are granted a limited license to access and use the Site or to download or print a copy of any Content to which you have properly obtained permission. access for your personal, non-commercial use only. We reserve all rights not expressly granted to you in and to the Site, App, Content and Trademarks.

4. USER REPRESENTATIONS

By using the Site, the App and the Smart Contracts, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site, the App and the Smart Contracts through automated and non-human means, whether through a bot, script or otherwise. (6) you will not use the Site, the App, and the Smart Contracts for any illegal and unauthorized purpose; and (7) your use of the Site, the App, and the Smart Contracts will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site, the App, and the Smart Contracts (or any portion thereof). (8) you can only qualify for one leaderboard reward each season
Noku reserves the right to choose which markets and jurisdictions to conduct its business and may restrict or refuse, at its sole discretion, the provision of Noku services in certain countries or regions.

5. USER REGISTRATION

You may be required to register with the Site or the App. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

6. FEE AND PAYMENT

Any purchases from the site or marketplace will be done through smart contracts on a blockchain using a Nokuchain Wallet. Any financial transactions that you engage in will be conducted solely through the Blockchain via a wallet such Nokuchain Wallet. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Site and/or the App or using the Smart Contracts, or any other transactions that you conduct via the Nokuchain.

7. IN-GAME RULES

A violation of any of the following points may result in a ban. Sanctions will be evaluated individually and they can result in a minimum of a warning ban up to a permanent one.
Bug Abuse: players that find bugs in our platform and use it several times without reporting the problem to the team may be banned straight away.
MultiAccount: playing with several accounts in order to move prizes from the multi to the main account can result in a ban.
Market Manipulation: Sell Rare players for really low price or common players for really high price in order to move gained credits or gained cards through accounts may result in a ban.

8. SUBMISSION

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site, the App and the Smart Contracts (“Submissions") provided by you to us are non-confidential and should become our sole property. We should own exclusive rights, including all intellectual property rights, and should be entitled to the unrestricted use and dissemination of these Submissions to any lawful purpose, commercial, or otherwise, without acknowledgment or compensation for you. You hereby waive any moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there should be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

9. ADVERTISER

We allow advertisers to display their advertisements and other information in certain areas of the Site and the App such as sidebar advertisements or banner advertisements. If you are an advertiser, you should take full responsibility for any advertisements you place on the Site and/or the App, and any services provided on the Site and/or the App, or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Site and/or the App, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.

10. TERMINATION

These Terms remain in full force and effect while you use the Site, the App and the Smart Contracts. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE, THE APP AND THE SMART CONTRACT (INCLUDING BLOCKING CERTAIN IP ADDRESSES) TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE, THE APP AND THE SMART CONTRACT OR DELETE YOUR ACCOUNT WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or a borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating and suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

11. GOVERNING LAW

This Terms and the Servicesare governed by and constructed in accordance with the laws of Switzerland applicable to agreements made and to be entirely performed in Switzerland, without, regard to its conflicts of law principles.

12. DISPUTE RESOLUTION

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a “Dispute" and collectively, the “Disputes") brought by either you or us (individually, a “Party" and collectively, the “Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating the arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

13. DISCLAIMERS

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SITE, THE APP AND THE SMART CONTRACTS ARE AT YOUR SOLE RISK, AND THAT THE SITE, THE APP AND THE SMART CONTRACTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SITE, THE APP AND THE SMART CONTRACTS AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THE SITE, ANY SMART CONTRACT, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE SITE, THE APP AND THE SMART CONTRACTS WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE SITE, THE APP AND THE SMART CONTRACTS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE SITE, THE APP AND THE SMART CONTRACTS WILL BE ACCURATE, (III) THE SITE, THE APP AND THE SMART CONTRACTS OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SITE, THE APP AND THE SMART CONTRACTS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SITE, THE APP AND THE SMART CONTRACTS WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ETHEREUM NETWORK, BSC NETWORK, FANTOM NETWORK AND THE METAMASK ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE APP, ETHEREUM NETWORK, OR THE WALLET.

14. LIMITATION OF LIABILITY

In no event will the Company, its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers, or licensors be liable for any loss or damages, including without limitation, direct, indirect, special, consequential, or punitive loss or damages, arising from or related to Your use of the Services, whether in an action of contract, tort or otherwise, and regardless of whether such damages were foreseeable and whether or not The Company was advised of the possibility of such damages.
Without limiting the generality of the foregoing, the Company takes no responsibility for and will not be liable for any financial or other loss or damages arising from or related to the use of the Services, including, without limitation, to any of the following: (i) loss of or inability to access or transact data, cryptocurrencies or digital assets; (ii) technical failure, malfunction or shutdown; (iii) server failure, hacks or unavailability; (iv) data loss; (v) stolen, lost, or unauthorized use of Your means of authorization; (vi) errors calculating network fees; (vii) corrupted data on The Company’s servers; (viii) incorrectly constructed transactions or mistyped wallet addresses; (ix) failure to update or provide correct information; (x) “phishing” or other websites masquerading as The Company; (xi) delays, interruption or loss of services; (xii) loss of business or goodwill.
The Services support or are integrated with third party services. The Company takes no responsibility for any third party services and will not be liable for any loss or damages caused by such third party services.
The Services are provided on an “as is” and “as available” basis without any representation or warranty of any kind, whether express or implied, to the maximum extent permitted by applicable laws. The Company disclaims any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement.

15. ASSUMPTION OF RISK

You accept and acknowledge each of the following:
A. The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Nokus, which may also be subject to significant price volatility. We cannot guarantee that any purchasers o Noku will not lose money.
B. You are solely responsible for determining what, if any, taxes apply to your Noku-related transactions. Nokuy is not responsible for determining the taxes that apply to your transactions on the App, the Site, or the Smart Contracts.
C. The App does not store, send, or receive Noku. This is because Noku exist only by virtue of the ownership record maintained on the App’s supporting blockchain.
D. There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet.
E. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Noku ecosystem, and therefore the potential utility or value of Noku.

16. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by third party due to or arising out of: (1) use of the Site, (2) breach of these Terms of Use, (3) any breach of your representations and warranties set forth in these Terms of Use, (4) your violation of the rights of a third party, including but not limited to intellectual property rights, or (5) any overt harmful act toward any other use of the Site, the App and the Smart Contracts with whom you connected via the Site, the App and the Smart Contracts. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action or proceeding which is subject to this indemnification upon becoming aware of it.

17. USER DATA

We will maintain certain data that you transmit to the Site, the App and the Smart Contracts for the purpose of managing the performance of the Site, the App and the Smart Contracts, as well as data relating to your use of the Site, the App and the Smart Contracts. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that release to any activity you have undertaken using the Site, the App and the Smart Contracts. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

18. MISCELLANEOUS

These Terms and any policies or operating rules posted by us on the Site or the App or in respect to the Site, the App and the Smart Contracts constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, and unenforceable, that provision or part of the provision is deemed severable these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Site. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms

PRIVACY POLICY

General Informations

This "Privacy Policy" is applicable for your Use in every manner of the Website and the Tokens. This Privacy Policy will apply to all Uses of any of the Tokens and access of the Website from any device and any operating system or platform. All external links which might be accessible from the Website may or will have their own terms and conditions, usage, and privacy policies, and We and our Affiliated Parties and partners do not control them and bear no responsibility for any consequence arising from their usage. The Privacy Policy will be binding on all persons (natural or legal) who Use the Tokens or access the Website from any jurisdiction where they are legally available for access or use or across the world. This Privacy Policy will be the document on the basis of which your consent has been taken for use and transfer of private information depending on the country where you use the Tokens or access the Website. Your continued usage of the Website and/or usage of Tokens and/or participation in the Token Sale means that you have read and understood this Privacy Policy and provide valid consent to the same as per the laws applicable to you. In case you do not agree with this Privacy Policy, you should immediately stop the use of the Tokens and/or the Website. In case you are resident within the European Union, your consent to this Privacy Policy shall also be considered as “unambiguous consent” in terms of Article 7 of Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 whereby you have permitted the collection, transfer, and processing of your data anywhere across the world.

Collecting of Personal Information

We collect your data when you use our Website, open an account for the purchase or Tokens and/or register on our Website and/or purchase or attempt to purchase a Token.

The purpose of personal data collection, storage, and processing within by the Website Owner and NOKU is for the purpose of providing you with the services of the NOKU platform including Use of the Token and/or purchase of the Tokens and/or use of the Website.

We collect personally identifiable information ( when needed) including your name, email, address, telephone and mobile numbers, device information, IP address, geographical information, web pages visited, age, gender, weight, or any other information that you provide Us through forms or data collection pages within the App including the form filled while registering the Account. Information is also collected automatically through your continued regular usage of Tokens and the Website. The information collected as mentioned in this clause is retained in our server and/or the backup server and We cannot entertain requests for deletion of such information without restricting your access to services and blocking you from the Website and the NOKU ecosystem. Request for deletion may be made through the contact details and/or form provided on the Website.

We collect additional information to comply with Regulatory guidelines and to comply with anti-money laundering (AML) or “know-your-customer” (KYC) policies).

We may require You to provide additional information with documentary proof including, and namely:
• Date of birth;
• Passport or driver license details;
• Utility bills;
• Photographs.

The information and documents may be sought in printed form or through email or online submission or any other mode as deemed fit by the Website Owner. We may refuse (in some restricted case) to allow you to Use the Tokens and/or the Website and/or any other services without verification of your personal information and documentation as we deem fit.

Our partners and affiliates may also collect personally identifiable information including name, email, address, telephone and mobile numbers, age, gender, weight, or any other information that you provide them through forms or data collection pages within the Website and the NOKU ecosystem if you decide to communicate with them or use their services.

We do not control the storage and usage of such personal information by our partners and affiliates and We do not control any of their services. We also accept no responsibility for any of their claims and services and request you to exercise caution before using their services and contact them directly for any issues which arise from your use of their services. We may use the information provided by you to provide you with additional information and services, improve our platform, and continue to provide you with services on the NOKU ecosystem in any manner as deemed fit by the Website Owner, but we'll never sell your data.

All information including documents collected from You at any stage through any manner may be shared with Affiliated Parties and or any other parties including banks and financial authorities as required by us to enable services on the NOKU ecosystem. All information including documents collected from You at any stage through any manner may be shared (if strictly needed) with law enforcement agencies and regulatory bodies across the world.

Information shared with law enforcement agencies, regulatory bodies, Affiliated Parties and or any other parties including banks and financial authorities may be stored by them and transmitted as they deem fit. Such information will not be deleted even when you seek to delete the information stored with Us.

We may store all information including documents collected from You even after receipt of a request for deletion to comply with regulations and guidelines from governments and law enforcement agencies.

You have a right to access to Your Personal Data and to require the correction, updating or deletion of incorrect or/and inaccurate data by contacting Us via the contact information provided on the Website. Nevertheless, this request must comply with other documents included within the Agreements and our legal obligations.

Storage of personal data

NOKU ensured that appropriate security standards are in place regarding the safeguarding, confidentiality and security of Data. In regard to data subjects resident in the EU, NOKU, where required, registers with appropriate national data protection/information protection authorities. NOKU also ensures that data is held in a manner that meets the requirements of any national law of any member state of the European Union giving effect to Directive 95/46/EC. The Directive provides obligations on the protection of individuals with regard to the processing of personal data and on the free movement of such data.

Acceptance

By using this site, you signify your agreement to this Policy. NOKU reserves the right to change this Policy at any time. Any changes will be posted so that you are always aware of what information we collect, how we use it and under what circumstances we disclose it.

Questions

Any questions about this policy, the collection, use, and disclosure of Personal Data by NOKU or access to your Personal Data which is required by law to be disclosed should be directed to [email protected]