Terms and Conditions

Please read these Terms of Service (the “Terms”) carefully because they govern your use of the website www.mat.fan (the “Site”), the platform on which users of such platform (herein referred to as a “User” or collectively, “Users”, “You” or words of similar meaning) may post or purchase nonfungible tokens (the “Platform”) offered by professional fighters (“Fighter” or words of similar meaning) and operated by Martial Arts Tokens, LLC (“MAT”, and jointly with You and Fighter shall each be a “Party” hereto and collectively the “Parties”). To make these Terms easier to read, the Site and our services are collectively called the “Services”.

To access and use our Services, You must acknowledge and accept the terms and conditions set out below. If You do not accept, You must cease access to and use our services immediately. You understand that, as a part of the Services, MAT and Fighter may require that You read, acknowledge, and accept additional terms or documents (including, but not limited to, the Tokens Purchase Agreement (as such term is defined below) and all related documents), and by doing so, You shall make yourself a party to such documents and agree to be bound by the terms contained therein.

If You choose to accept these Terms, You must do so as it is presented to You – no changes will be accepted by us. If any future changes are unacceptable to You, You should discontinue using the Services.

WHEN YOU AGREE TO THESE TERMS, YOU IS AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND MAT THROUGH ARBITRATION IN DELAWARE. PLEASE REVIEW CAREFULLY SECTION “DISPUTE RESOLUTION” BELOW FOR DETAILS.

TOKENS PURCHASED ON THE PLATFORM ARE NON-RETURNABLE.

MAT is not a wallet provider, exchange, broker, financial institution, creditor. MAT provides a peer-to-peer web service that helps Users discover and interact with each other and with Fighters and Tokens available in public blockchains. We do not have custody or control over the Tokens or blockchains You are interacting with and we do not execute or effectuate purchases, transfers, or sales of Tokens. To use our Services, You must use a third-party wallet which allows you to engage in transactions on blockchains, which is admitted by the Site.

MAT is not a party to any agreement between any Users and Fighters. You bear full responsibility for verifying the identity, legitimacy, functionality, or authenticity of any User, Fighter or Token (and any content associated with such Token) visible on the Service.

 

GENERAL TERMS FOR THE USAGE OF THE PLATFORM

 

1. Agreement to Terms.

To use our Services, You must agree to be bound by these Terms. If You don’t agree to be bound by these Terms, do not use the Services. Notwithstanding the foregoing, the laws of some jurisdictions may limit or not permit certain provisions of this agreement. In such a case, such provisions will apply only to the maximum extent permitted by the laws of such jurisdictions. Also, You may have additional legal rights in Your jurisdiction, and nothing in these terms will prejudice such rights that You may have as a consumer of the Services under such applicable law.

2. Additional Terms and Policies.

Your use of the Services is subject to additional terms and policies as may be posted on the Services from time to time and that will include the following:
(i) Privacy Policy. Please review our Privacy Policy linked here, which also governs Your use of the Services, for information on how we collect, use and share your information.
(ii)The Tokens Purchase Terms. If you are a Fighter or a Purchaser (as each is defined below), you will be subject to the Tokens Purchase Terms. Notwithstanding the foregoing, Fighters and Purchasers are both considered Users as defined herein, and therefore all of the Terms contained herein apply to both Fighters and Purchasers unless otherwise indicated herein or in the Tokens Purchase Terms.

3. Specific Programs.

Your participation in certain specific programs (e.g., promotions, contests, etc.) will be subject to additional terms and conditions specific to such programs, which will be informed and must be accepted by Youin order to participate of such programs.

 

4. Third-Party Service Providers.

We partner with certain third parties to assist with payments and legal compliance. To use our Services, You agree carefully read and accept the terms and conditions of such payment methods.

 

5. Changes to these Terms or the Services.

We reserve the right, at our sole discretion, to modify or replace these Terms at any time.  It is your responsibility to review these Terms periodically. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms.

6. Users

 

The Services are only available to Users in certain jurisdictions who can use the Services as permitted under applicable law. You may not attempt to access or use the Services if You are not permitted to do so under the laws of your jurisdiction.

 

7. Account Creation.

For certain features of the Services, You’ll need an account. To register an account, You must first successfully complete the sign-up process. It’s important that You provide us with accurate, complete and current account information and keep this information up to date. If You don’t provide the requested information or the information provided is incomplete or inaccurate (i) You will not be authorized to transfer the Tokens to a third party or receive any profit related to such Tokens, and (ii) we might suspend or terminate Your account.

To protect Your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You are entirely responsible for maintaining the security and confidentiality of Your account and password. YOU ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES AND CONDUCT, WHETHER BY YOU OR ANYONE ELSE, THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. You must notify us immediately of any unauthorized use of Your account or any other breach of security. We will not be liable for any loss that you may incur as a result of someone else using Your password or account, either with or without your knowledge. You may be held liable for any losses incurred by us or another party due to someone else using Your account or password.
You are only allowed to create one account and You agree You won’t share your account with anyone. You also agree that you will not: (i) create another account if we’ve disabled one you previously established, unless You have our prior written consent; (ii) buy, sell, rent or lease access to Your account or username, unless you have our prior written consent; (iii) share Your account password with anyone; or (iv) log in or try to log in to access the Service through unauthorized third party applications or clients.

8. Additional Information.

MAT may require You to provide additional information and documents at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism.
MAT may also require You to provide additional information and documents in cases where it has reasons to believe that: (i) Your account is being used for money laundering or for any other illegal or unauthorized activity; (ii) You have concealed or reported false identification information and other details; or (iii) transactions effected via your account were effected in breach of these Terms. In each such case, MAT, in its sole discretion, may disable (or terminate) Your account until such additional information and documents are reviewed by MAT and are accepted as satisfying the requirements of applicable law.

 

If You do not provide complete and accurate information and documents in response to such a request, MAT may refuse to provide the Services to You. We reserve the right to report any activity occurring using the Services to relevant tax authorities as required under applicable law. You are solely responsible for maintaining all relevant Tax (as defined below) records and complying with any reporting requirements you may have as related to our Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Services.

 

9. Right to Block Access.

We reserve the right, at any time, in our sole discretion, to block access to the Services from certain IP addresses and unique device identifiers which we have reasons to believe are in violation of any law, regulation or this terms and conditions.

 

10. Equipment and Software.

You must provide all equipment, connectivity, and software necessary to connect to the Service. You are solely responsible for any fees, including Internet connection or mobile fees, that You incur when accessing the Service.

 

ABOUT THE SERVICES.

1. Parties.

Our Services also allow professional Fighters of the MMA (Mixed MArtial Arts) to sell certain non-fungible tokens (each, a “Token”) to third party entities or persons (“Purchasers”) via the Site. MAT is not a party to any transaction between Fighters and any Purchaser. MAT does not control or vet content provided by Fighters, nor does MAT assume any responsibility for the accuracy or reliability of any information provided by Fighters.

 

2. Our Role.

You acknowledge and agree that the Token and any associated proceeds payments, if any, shall be programmed to enable You to take certain actions to claim the proceeds payments and/or be self-executing via a governing blockchain’s, smart contract system and/or non-fungible token standard and MAT has no control or ability to modify such proceeds payments, nor an obligation to collect or distribute such proceeds to Fighters or Purchasers.

 

3. Our Relationship.

MAT is a platform. We are not a broker, financial institution, or creditor. The service is an administrative platform only. MAT facilitates transactions between a Fighter and Purchaser but is not a party to any agreement between the Fighter and Purchasers of Tokens or between any Purchasers.

 

4. Term of Relationship.

These Terms will apply to Users for as long as they continue to use the Site in compliance with these Terms and any additional terms that apply to their use of the Platform (the “Term”).

 

5. Tokens Purchase Terms.

By creating an account and acquiring a Token, you will be subject to additional terms as set forth in the Token Purchase Agreement (
“Token Purchase Terms“).

 

6. Token Fee.

Each Fighter may require a fee to purchase one of its Tokens (“Token Fee”). As a Purchaser, you are responsible for paying the Token Fee as informed in the Tokens Purchase Terms pursuant to any additional terms provided by such Fighter in the Token Purchase Terms.

 

7. Payment Information.

You may purchase a Token by all the payment means provided at checkout.
DIRECT TRANSFERS TO YOUR MAT WALLET: If you want to send money directly to your MAT wallet from an external wallet, please note the following to avoid inconvenience and incur additional expenses:

1. 
   You can only receive the cryptocurrency or stablecoin accepted by our website in your wallet, and you can only do it using the transfer network specified for it. If you are unsure which currency or network to use, please “DO NOT TRANSFER” and contact us to clarify this information.
   2. If you make an erroneous transfer in a currency or network other than the one allowed, the amounts received minus the originated expenses will be returned, without exception, in the same currency and to the same network in which they were received, and you must also face the following return costs:
   – In the first return of an erroneous transfer, the amount received will be returned minus the transfer costs in the same currency and to the same network.
   – In the second or subsequent returns of an erroneous transfer, the amount received will be returned to the same currency and network, discounting the transfer costs and 10% for administrative expenses.

 

8. Costs and Taxes.

You are solely responsible for all costs incurred by you in using the Services and determining, collecting, reporting and paying all applicable Taxes. As used herein, “Taxes” means the taxes, duties, levies, tariffs, and other governmental charges that you may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.

 

9. Restrictions on withdrawing money in cryptocurrencies.

Due to our Fraud Prevention Policy, wallets funded through payment with credit/debit cards or bank transfers will not be able to withdraw money in cryptocurrency to an external wallet until 120 days have elapsed from the deposit date. If the user for any reason requires a refund of the operation, it can only be done by requesting it from our customer service team, and the refund will always be made to the same card/bank account used to fund the MAT wallet. If there are expenses in the refund operation, they will be deducted from the amount to be reimbursed to the user.

 

10. Restrictions on Token Transfers.

Any transfer of Tokens are subjects to the Token Purchase Agreement.

 

11. Fees.

By buying or selling a Token on the Platform, You agree to pay all applicable informed fees and You authorize MAT to automatically deduct fees (including any transaction fees, or “Gas Fees”, as applicable) and payment processing fees, including credit card transaction fees, directly from your payment. Gas fees fund the network of computers that run decentralized blockchain networks, meaning that you will need to pay a Gas Fee for each transaction that occurs via a blockchain network.

 

11. Respect for Fighter Privacy.

As a user of the MAT Services, whether or not you have purchased a token from a particular Fighter, you acknowledge that there are limits to your interaction with Fighters and that it is mandatory to respect the privacy of Fighters. Therefore, you agree and undertake to comply with and abide by the following guidelines in their entirety and without exception:

1. Direct Contact with Fighters: The purchase of one or more tokens does not in any way grant you the right, nor entitle you to establish any kind of direct contact with the Fighter. This includes, but is not limited to, communications initiated by you directly or indirectly, through social media, phone calls or messages, or person-to-person encounters. Fighters deserve privacy and respect, and you agree not to take actions that violate them in any way. Appropriate Behavior: Any form of harassment, name-calling, bullying or other inappropriate behavior towards a Fighter by a user or token purchaser will not be tolerated at all. You agree to maintain a safe and friendly environment for all Fighters and other users of the MAT Services.
2. Sanctions for Misbehavior: Upon the mere complaint of a Fighter towards a user, or upon the record of any fact that is classified as inappropriate behavior (based on the provisions of “Appropriate Behavior”), MAT reserves the right to take appropriate action. Such measures may range from warnings and temporary suspension to permanent removal of access to our platform and consequent loss of tokens stored in your wallet. In addition, in severe cases, both MAT and the Fighters themselves reserve the right to take the necessary legal action to protect the rights and integrity of the affected Fighters.

 

12.Disputes Between Fighters and Purchasers.

MAT is not a party to any relationship between Fighters and Purchasers or in the delivery of Tokens and proceeds payments. In the event that You have a dispute with any Fighter or Purchaser, you agree to address such dispute directly with the Fighter or Purchaser. If permitted in your jurisdiction, you release MAT (and it’s officers, directors, agents, investors, subsidiaries, and employees) (collectively “Releases”) from, and covenant not to sue Releases for any and all claims, demands, or damages (actual or consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. YOU RELEASE RELEASEES FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE, YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

 

13. Regulatory and Compliance Suspensions or Terminations.

We may suspend or terminate Your access to the Services at any time in connection with any transaction as required by applicable law, any governmental authority, or if we in our reasonable discretion determine you are violating these Terms or the terms of any third-party service provider. Such suspension or termination shall not be constituted a breach of these Terms by MAT. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Services. Such limitations may include where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting You from using the Services.

14. Your Content; Tokens.

Posting Content. Our Services may allow You to upload, store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio and video. Anything (other than Feedback (as defined below)) that You post or otherwise make available through the Services is referred to as “User Content”. You agree that any posting You do on or off the Platform using any User Content shall be compliant with all applicable advertising laws and guidelines.

15. Ownership.

You retain your ownership of any User Content You submit, post, or display using the Service. MAT does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.

16. Permissions to Your User Content.

By making any User Content available through the Services You hereby grant to MAT a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Services.

17. Token Terms.

Any Token that you purchase is governed entirely by the smart contract and the blockchain network governing such Token. Tokens may be subject to additional terms directly between Fighters and Purchasers, namely: (i) in any associated smart contract, (ii) as Purchasers and sellers may agree otherwise (e.g., with respect to terms or benefits associated with a given Token), or (iii) the Token Purchase Agreement ((i), (ii), and (iii), collectively, “Purchase Terms”). MAT is not a party to any Purchase Terms, which are solely between the Fighter and the Purchaser. The Fighter and Purchaser are entirely responsible for communicating, promulgating, agreeing to, and enforcing Purchase Terms. MAT disclaims all liability arising from disputes over the Purchase Terms.

 

18. Token Ownership.

When You purchase a Token through the Service, you own all personal property rights to that Token (i.e., the right to sell or otherwise dispose of that Token). Such rights, however, do not include the ownership of the intellectual property rights in the User Content comprising the Token (“Token Content”).

 

19. Authority.

You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any User Content that you submit, post or display on or through the Service, including but not limited to Token Content. You agree that such User Content will not contain material subject to copyright or other proprietary rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant MAT the license described above.

 

20. Your Responsibility for User Content.

1. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in Your User Content under these Terms. You represent and warrant that neither Your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of Your User Content by MAT on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

21. Removal of User Content.

You can remove and/or delete your User Content at any time. However, you should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Service. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.

 

22. MAT’s Intellectual Property.

We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.

 

23. Non Contravention.

These Terms do not, and the performance of your obligations under these Terms and your minting, listing, buying, or selling of any Tokens, as applicable, to your use of the Services, will not: (i) if you are an entity, conflict with or violate any of the charter documents of such entity or any resolution adopted by its equity holders or other persons having governance authority over the entity; (ii) contravene, conflict with or violate any right of any third party or any applicable legal requirement to which you or any of the assets owned or used by you, is subject; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under any material contract or agreement to which you are a party, permit held by you or legal requirement applicable to you.

 

24. Litigation.

There is no legal proceeding pending that relates to your activities relating to the minting of Fighter Tokens or other tokens, or digital asset trading, or blockchain technology related activities.

 

25. Acceptable Use Policy.

Users may not Engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive, or manipulative trading activities, including: trading a Token at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such Token, unduly or improperly influencing the market price for such Token trading on the Service or establishing a price which does not reflect the true state of the market in such Token; for the purpose of creating or inducing a false or misleading appearance of activity in a Token or creating or inducing a false or misleading appearance with respect to the market in a Token.

 

26. General Prohibitions.

We reserve the right to take action, with or without advance notice, if we believe you have violated these Terms. This may include: disabling the ability to use the Service in conjunction with buying/selling/ transferring Tokens available on blockchains; disabling your ability to access the Services or other actions.

 

26. No Obligation.

MAT is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute Users who violate the law.

 

27. Copyright Policy.

MAT respects copyright law and expects its Users to do the same. It is MAT’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. It is not our intent to infringe on anyone’s intellectual property rights, and we will respond to allegations of copyright infringement.

 

28. Links to Third Party Websites or Resources.

The Services may allow You to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.

 

29.Termination.

We may suspend or terminate Your access to and use of the Services, including suspending access to or terminating your account, giving you proper notice in advance.

 

30. Disclaimers.

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY MAT, THE SERVICE, THE TOKEN AND OTHER CRYPTOCURRENCY ASSETS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. MAT (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICE: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (III) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. MAT DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
MAT DOES NOT REPRESENT OR WARRANT THAT MAT CONTENT ON THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICE. WHILE MAT ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE AND MAT CONTENT SAFE, MAT CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, MAT CONTENT, ANY TOKENS OR OTHER CRYPTOCURRENCY ASSETS LISTED THEREIN, OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF TOKENS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR CRYPTO ASSETS.
TOKENS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK. WE DO NOT GUARANTEE THAT MAT OR ANY MAT PARTY CAN AFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY TOKENS.
YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE ONTHE PLATFORM. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, MAT MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE MAT PLATFORM.
NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT LIABILITY OF EITHER PARTY FOR FRAUD, VIOLATION OF LAWS, OR ANY OTHER ACTIVITY THAT CANNOT BE LIMITED OR EXCLUDED BY LEGITIMATE MEANS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
NEITHER MAT NOR ANY OF ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MANAGER(S), EMPLOYEES, AGENTS, SHAREHOLDERS/MEMBERS MAKES ANY WARRANTY WHATSOEVER WITH RESPECT TO THE TOKENS, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
IN NO EVENT SHALL MAT OR ANY OF ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MANAGER(S), EMPLOYEES, AGENTS, SHAREHOLDERS/MEMBERS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, INTELLECTUAL PROPERTY INFRINGEMENT, PRICE DEPRECIATION, LEGAL OR REGULATORY ENFORCEMENT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, ARISING OUT OF THIS AGREEMENT, EVEN IF MAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
SALES HOSTED ON THE PLATFORM ARE NOT INTENDED TO BE AN OFFERING OR SALE OF SECURITIES, SWAPS ON EITHER SECURITIES OR COMMODITIES OR A FINANCIAL INSTRUMENT OF ANY KIND AS MAY BE DETERMINED BY ANY LAW, RULE, OR REGULATION. PURCHASES AND SALES OF TOKENS MAY NOT BE SUBJECT TO THE PROTECTIONS OF ANY LAWS GOVERNING THOSE TYPES OF FINANCIAL INSTRUMENTS. THIS DOCUMENT AND ALL OTHER CONTENT, DO NOT CONSTITUTE A PROSPECTUS OR OFFERING DOCUMENT, AND ARE NOT AN OFFER TO SELL. MAT SHALL USE COMMERCIALLY REASONABLE EFFORTS TO DEPOSIT THE TOKENS INTO THE ADDRESS DESIGNATED BY THE USER. IN THE EVENT THAT MAT DEPOSITS TOKENS INTO AN INCORRECT ADDRESS, MAT MAY NOT HAVE THE ABILITY, AND IS UNDER NO OBLIGATION OR DUTY, TO RETURN SUCH TOKENS TO Fighter OR PURCHASER.
MAT DOES NOT GIVE ANY ADVICE OR RECOMMENDATION REGARDING TOKENS, INCLUDING, BUT NOT LIMITED TO, THE SUITABILITY AND/OR APPROPRIATENESS OF, AND INVESTMENT STRATEGIES FOR, THE PURCHASE OF THE TOKENS FOR FINANCIAL INVESTMENT PURPOSES. USERS ARE SOLELY RESPONSIBLE FOR DETERMINING THE NATURE, POTENTIAL VALUE, SUITABILITY, AND APPROPRIATENESS OF ITS INVOLVEMENT WITH THE SALES OF THE TOKENS FOR ANY PURPOSE. THE TOKENS ARE NOT DESIGNED FOR INVESTMENT PURPOSES AND MAT DOES NOT GIVE ANY ADVICE OR RECOMMENDATION THAT THE TOKENS ARE TO BE CONSIDERED AS A TYPE OF FINANCIAL INVESTMENT BY ANY LAW, RULE, OR REGULATION. WITH RESPECT THE SALE OF THE TOKENS, USERS ACKNOWLEDGE AND AGREE THAT IT IS NOT EXPECTING TO PROFIT FROM THE TOKENS BASED ON ANY EFFORTS BY MAT OR ITS AFFILIATES. THE PURCHASE OF A TOKENS IS A NON-REVERSIBLE AND NON-REFUNDABLE EVENT. MAT SHALL HAVE NO OBLIGATION OR LIABILITY FOR THE SECURE CUSTODY OR USE OF THE TOKENS AND ANY LOSSES ARISING FROM SUCH CUSTODY OR USE BY THE PURCHASERS.

 

ASSUMPTION OF RISK.

You accept and acknowledge:

The prices and liquidity of sport tokens are extremely volatile. You acknowledge that you fully understand this subjectivity and volatility and that You may lose money.

Our Service does not store, send, or receive cryptocurrency assets. This is because cryptocurrency assets exist only by virtue of the ownership record maintained on its supporting blockchain. Any transfer of cryptocurrency assets occurs within the supporting blockchain and not on the Service. Transactions of Tokens may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions in Tokens shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction.

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. You accept and acknowledge that MAT will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Service for transactions, however caused. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications and could therefore also negatively impact the potential utility or value of a certain Token.

The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Service and the utility of Tokens. The Service may rely on third-party platforms to perform transactions with respect to any cryptocurrency assets. If we are unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if we violate or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Service will suffer.

We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible and MAT has no ability to reverse any transactions on the blockchain.

Indemnity.

To the fullest extent permitted by applicable law, You agree to indemnify, defend and hold harmless MAT, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “MAT Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to: (i) your use or misuse of the Service; (ii) Your violation of these Terms or the Tokens Purchase Terms, as applicable and/or a breach of the representations and warranties set forth in the Tokens Purchase Terms; (iii) Your use or disposal of any Token; (iv) Your violation of the rights of a third party or of applicable law; or (v) your negligence or willful misconduct. You agree to promptly notify MAT of any Claims and cooperate with the MAT Parties in defending such Claims. You further agree that the MAT Parties shall have control of the defense or settlement of any third-party Claims, unless otherwise mutually agreed to, which may be at your cost and expense. MAT will have the right to demand and be paid its actual out-of-pocket costs and expenses on an ongoing basis without prejudice to any other remedies available to MAT. In any event, you will not settle any Claim without MAT’s prior written consent and you acknowledge and agree that any settlement or attempted settlement of the third-party Claims as described herein without MAT’s prior written consent shall be void. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN ANY WRITTEN AGREEMENT BETWEEN YOU AND MAT.

Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL MAT OR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MAT OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL MAT’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, CONTENT, TOKENS, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TOMICROSAPIO FOR USE OF THE SERVICES.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MAT AND YOU.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims

 

Governing Law and Forum Choice.

These Terms and any action related thereto will be governed by the Laws of Delaware. If you are a consumer, the laws of the country in which you reside will apply to any claim, cause of action, or dispute you have against us that arises out of or relates to these Terms, and you may resolve your claim in any competent court in that country that has jurisdiction over the claim. In all other cases, and for any claim, cause of action, or dispute You, Fighter and MAT agree that any such claim, cause of action or dispute must be resolved pursuant to the “Dispute Resolution” title. You also agree that you submit to the personal jurisdiction of either of these courts for the purpose of litigating any such claim, and that the laws of Delaware will govern these Terms and any claim, cause of action, or dispute without regard to conflict of law provisions.

 

Dispute Resolution.

Any unresolved controversy or claim arising out of or relating to this agreement shall be submitted to binding arbitration by one arbitrator mutually agreed upon by the parties, from a list of potential arbitrators proposed by the International Chamber of Commerce (the “ICC”). If no agreement can be reached within thirty (30) days of, then the ICC shall appoint one arbitrator having reasonable experience in transactions of the type provided for in this Offer. The arbitration shall take place in Delaware, USA, in accordance with the ICC rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses, and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. The language of the arbitration shall be English. All costs and expenses of the arbitration procedure, including the arbitrators’ fees and attorneys’ fees, will be paid by the non-prevailing party. In case the arbitration award benefits both parties, such costs and expenses will be paid in the proportion determined in said award.

 

General Terms.

Reservation of Rights. MAT and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

 

Entire Agreement.

These Terms constitute the entire and exclusive understanding and agreement between MAT and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between MAT and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without MAT’s prior written consent.

Any attempt by you to assign or transfer these Terms, without such consent, will be null. MAT may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

 

Notices.

Any notices or other communications provided by MAT under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

 

Waiver of Rights.

MAT’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of MAT. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

 

Contact Information.

If you have any questions about these Terms or the Services, please contact MAT at contact@mat.fan.