KANOI is an application that provides users with the opportunity to purchase, collect, and showcase digital blockchain collectibles (collectively, the "App"). Isekai Foundation, PIF. ("KANOI", "we", or "us") either directly or by way of one of its licensees, is making the App available to you. The App provides users with the opportunity to purchase, collect and showcase digital blockchain collectibles in the form of CARDS (each, a "CARD"), and collect, earn and redeem digital tokens, rewards or credits (each, a "KANOI"). Each CARD and KANOI is an ERC-20 compatible token (a "Token") on the BASE Network. Before you use the App, however, you will need to agree to these Terms of Use and any terms and conditions incorporated herein by reference (collectively, these "Terms").
These Terms require the use of arbitration to resolve disputes, rather than recourse to the judicial system.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE APP. THESE TERMS GOVERN YOUR USE OF THE APP, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. WE ARE ONLY WILLING TO MAKE THE APP AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING THE APP OR ANY PART OF IT, OR BY CLICKING “I ACCEPT” BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY'S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN WE ARE UNWILLING TO MAKE THE APP AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE APP.
THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION (SEE SECTION 16). PLEASE REVIEW THE ARBITRATION PROVISION CAREFULLY, SINCE IT AFFECTS YOUR RIGHTS. BY USING THE APP OR ANY PART OF IT, OR BY CLICKING “I ACCEPT” BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU UNDERSTAND AND AGREE TO BE BOUND BY THE ARBITRATION PROVISION.
ANY PURCHASE OR SALE YOU MAKE, ACCEPT OR FACILITATE OUTSIDE OF THIS APP OF A CARD OR KANOI (WHERE APPLICABLE) WILL BE ENTIRELY AT YOUR RISK. WE DO NOT CONTROL OR ENDORSE PURCHASES OR SALES OF CARDS OR KANOI OUTSIDE OF THIS APP. WE EXPRESSLY DENY ANY OBLIGATION TO INDEMNIFY YOU OR HOLD YOU HARMLESS FOR ANY LOSSES YOU MAY INCUR BY TRANSACTING, OR FACILITATING TRANSACTIONS, IN CARDS OR KANOI OUTSIDE OF THIS APP.
This document contains very important information regarding your rights and obligations, as well as conditions, limitations and exclusions that might apply to you. Please read it carefully.
BY USING THE APP OR ANY PART OF IT, OR BY CLICKING “I ACCEPT” BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS.
Any changes to these Terms will be in effect as of the “Last Updated Date” referred to at the top of this page. You should review these Terms before using the App or purchasing any product or using any services that are available through this App. Your continued use of this App after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.
By using this App, you affirm that you are of legal age to enter into these Terms, and you accept and are bound by these Terns. You affirm that if you are using this App on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms.
You may not use this App if you: (i) do not agree to these Terms; (ii) are not of the age of majority in your jurisdiction of residence; or (iii) are prohibited from accessing or using this App or any of this App’s contents, products or services by applicable law.
✦ Account and Wallet Set-Up. To most easily use the App, you should first install a web browser (such as Google Chrome). You will also need to use a digital wallet (such as MetaMask™ or other supported electronic wallets), which will enable you to purchase and store collectibles that you collect or purchase. Each collectible is a Token.
✦ Account Registration. You must provide accurate and complete registration information when you create an account for the App. By creating an account, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update your account information as necessary. We reserve the right reclaim usernames without liability to you.
✦ Account Security. You are responsible for the security of your account for the App and for your digital wallets. If you become aware of any unauthorized use of your password or of your account with us, you agree to notify us immediately at info@KANOI.io.
✦ Account Transactions. You can use your digital wallet to purchase, store, and engage in transactions, or via one or more cryptocurrencies that we may elect to accept from time to time. Transactions that take place on the App are managed and confirmed via the BASE Blockchain Network. You understand that your BASE Network public address will be made publicly visible whenever you engage in a transaction on the App.
✦ Acquiring Collectible Cards. The App allows you to purchase, earn, collect and showcase CARDS (each, a "CARD"). Each CARD is a Token on the BASE Network.
✦ Purchasing CARDS. You can purchase CARDS in two ways:
✦ by buying individual or packs of CARDS on the App (each, a "Pack") from Isekai Foundation, PIF., a company located in the Republic of Panama to whom KANOI has licensed the App; or
✦ by buying CARDS from other users in a 3rd party digital marketplace.
There are different types of Packs available for purchase on the App, and we reserve the right to modify the types, prices and numbers of Packs or individual CARDS available at our discretion. Depending on the type of Pack you buy, you will collect CARDS of varying levels of scarcity. Before you buy a Pack, we will let you know the types of CARDS (but not the exact CARDS) that are contained in that Pack. If you buy an individual CARD from another user in the Marketplace, you will know the exact CARD that you are purchasing. We strongly encourage you not to purchase CARDS other than in Packs or on the Marketplace. If you decide to purchase CARDS in any other way, you understand that such purchases will be entirely at your sole risk.
✦ Earning CARDS. You can earn CARDS from KANOI for free by participating in certain challenges or marketing campaigns on the App, or by completing certain in-App tasks that KANOI may make generally available from time to time.
✦ Subjectivity of CARDS. The value of each CARD is inherently subjective, in the same way the value of other collectibles is inherently subjective. Each CARD has no inherent or intrinsic value.
✦ KANOI MAKES NO REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, IN CONNECTION WITH THE PRICE OR VALUE OF ANY CARDS SOLD, PURCHASED, TRANSFERRED OR OTHERWISE TRANSACTED BY WAY OF THE APP, INCLUDING THAT THE PRICE OR VALUE IS FAIR OR ACCURATE.
✦ KANOI. KANOI may make available to you the opportunity to earn, redeem or otherwise acquire KANOI for use on the App or with other products and services of KANOI (as applicable), but shall have no obligation to do so. Each KANOI is a Token on the BASE Network.
✦ Earning KANOI. KANOI can be received or acquired by interacting with web experiences associated with the App or other KANOI products and services, or using the App or other KANOI products and services, including playing KANOI TCG.
✦ Ownership of KANOI. KANOI is wholly owned by Isekai Foundation, PIF.., a company located in the Republic of Panama who has licensed use and distribution of KANOI to you. Except as expressly provided otherwise in this Section 3, KANOI and/or its licensors reserves all rights in the KANOI; and although you may benefit from a licence to use and acquire the KANOI, you do not obtain any ownership rights in respect of KANOI.
✦ License to KANOI. When you acquire access to KANOI, KANOI grants to you a licence to use KANOI, subject to the limitations and prohibitions in this Section 3 or otherwise as set out in these Terms.
✦ No Monetary Value. You acknowledge and agree that KANOI has no inherent or intrinsic value, nor does it have any monetary, cash or currency value, and are not redeemable for money or value, except to the extent required by applicable law.
✦ You acknowledge that KANOI may:
(a) vary the in-App value or denomination of KANOI or may otherwise take actions that affect the utility of KANOI;
(b) impose limits upon the amounts of KANOI you may acquire; and
(c) enhance, modify, substitute, terminate, cancel, retire or suspend KANOI and/or your access to or ability to use or redeem KANOI,
in each case in KANOI's sole discretion and except to the extent prohibited by applicable law.
✦ Upon the termination of these Terms, any and all of your rights in relation to KANOI shall immediately and automatically terminate.
✦ For the avoidance of doubt, KANOI reserves the right to use technical measures to enforce the provisions of this Section 3, to the extent it is able to do so and without notice, penalty or liability to you.
✦ FOR GREATER CERTAINTY, KANOI MAKES NO REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, IN CONNECTION WITH THE PRICE OR VALUE OF ANY KANOI SOLD, PURCHASED, TRANSFERRED OR OTHERWISE TRANSACTED BY WAY OF THE APP, INCLUDING THAT THE PRICE OR VALUE IS FAIR OR ACCURATE.
✦ Financial Transactions on App. Any payments or financial transactions that you engage in via the App will be conducted solely through the BASE Network. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the App, or any other payment or transactions that you conduct via the BASE Network. We do not provide refunds for any purchases that you might make on or through the App – whether for CARDS, Packs, KANOI (where applicable) or anything else.
✦ Gas Fees. Every transaction on the BASE Network requires the payment of a transaction fee (each, a "Gas Fee"). The Gas Fees fund the network of computers that run the decentralized BASE Network. This means that you will need to pay a Gas Fee for each transaction that you instigate via the App. Except as otherwise expressly set forth in these Terms, you will be solely responsible to pay any Gas Fee for any transaction that you instigate via the App.
✦ Responsibility for Taxes. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, the "Taxes") associated with your use of the App. Except for income taxes levied on us, you: (a) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (b) will not be entitled to deduct the amount of any such taxes, duties or assessments from payments (including Gas Fees) made to us pursuant to these Terms. To allow us to determine our tax obligations, unless you otherwise notify us in writing, you confirm that you are not a resident in Canada nor are you registered for Goods and services tax / Harmonized sales tax (GST / HST) or Provincial sales taxes (PST) in Canada, and will inform us if your status changes in the future.
YOUR OWNERSHIP OF CARDS OR KANOI WILL ONLY BE RECOGNIZED BY US IF YOU HAVE PURCHASED OR OTHERWISE RIGHTFULLY ACQUIRED SUCH CARDS OR KANOI FROM A LEGITIMATE SOURCE AND NOT THROUGH ANY OF THE CATEGORY B PROHIBITED ACTIVITIES (AS DEFINED BELOW).
YOU AGREE THAT YOU ARE RESPONSIBLE FOR YOUR OWN CONDUCT WHILE ACCESSING OR USING THE APP, AND FOR ANY CONSEQUENCES THEREOF. YOU AGREE TO USE THE APP ONLY FOR PURPOSES THAT ARE LEGAL, PROPER AND IN ACCORDANCE WITH THESE TERMS AND ANY APPLICABLE LAWS OR REGULATIONS.
User Warranties. Without limiting the foregoing, you warrant and agree that your use of the App will not (and will not allow any third party to)
✦ in any manner:
✦ involve the sending, uploading, distributing or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;
✦ involve the distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
✦ involve the uploading, posting, transmitting or otherwise making available through the App any content that infringes the intellectual proprietary rights of any party;
✦ involve using the App to violate the legal rights (such as rights of privacy and publicity) of others; involve engaging in, promoting, or encouraging illegal activity (including, without limitation, money laundering);
✦ involve interfering with other users’ enjoyment of the App;
✦ involve exploiting the App for any unauthorized commercial purpose;
✦ involve modifying, adapting, translating, or reverse engineering any portion of the App;
✦ involve removing any copyright, trademark or other proprietary rights notices contained in or on the App or any part of it;
✦ involve reformatting or framing any portion of the App;
✦ involve displaying any content on the App that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;
✦ involve using any spider, site search/retrieval application, or other device to retrieve or index any portion of the App or the content posted on the App, or to collect information about its users for any unauthorized purpose;
✦ involve accessing or using the App for the purpose of creating a product or service that is competitive with any of our products or services;
✦ involve abusing, harassing, or threatening another user of the App or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers (including, without limitation, filing support tickets with false information, sending excessive emails or support tickets, obstructing our employees from doing their jobs, refusing to follow the instructions of our employees, or publicly disparaging us by implying favoritism by our employees or otherwise); or
✦ involve using any abusive, defamatory, ethnically or racially offensive, harassing, harmful, hateful, obscene, offensive, sexually explicit, threatening or vulgar language when communicating with another user of the App or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers
(each, a “Category A Prohibited Activity”); and/or
(b) in any manner:
✦ involve creating user accounts by automated means or under false or fraudulent pretenses;
✦ involve the impersonation of another person (via the use of an email address or otherwise);
✦ involve using, employing, operating, or creating a computer program to simulate the human behavior of a user (“Bots”);
✦ involve using, employing, or operating Bots or other similar forms of automation to engage in any activity or transaction on the App (including, without limitation, purchases of Packs, of CARDS, or of KANOI on the Marketplace);
✦ involve acquiring CARDS or KANOI through inappropriate or illegal means (including, among other things, using a stolen credit card, or a payment mechanism that you do not have the right to use, or purchasing a CARD and then attempting to charge the cost back to your payment method while still maintaining ownership or control of the CARD or selling, gifting or trading the CARD to someone else); or
✦ involve the purchasing, selling or facilitating the purchase and sale of any user’s account(s) to other users or third parties for cash or cryptocurrency consideration outside of the App; or
✦ otherwise involve or result in the wrongful seizure or receipt of any CARDS, KANOI, or other digital assets (each, a “Category B Prohibited Activity” and, together with Category A Prohibited Activity, the “Prohibited Activities”).
✦ Effect of Your Breaches. If you engage in any of the Prohibited Activities, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account and/or delete your CARDS’ images and descriptions from the App. If we delete your CARDS’ images and descriptions from the App, such deletion will not affect your ownership rights in any Tokens that you already Own, but you will not receive a refund of any amounts you paid for those CARDS.
NOTWITHSTANDING THE FOREGOING, HOWEVER, IF WE REASONABLY BELIEVE THAT YOU ARE ENGAGED IN ANY OF THE CATEGORY B PROHIBITED ACTIVITIES, IN ADDITION TO OUR RIGHT TO IMMEDIATELY SUSPEND OR TERMINATE YOUR USER ACCOUNT AND/OR LIQUIDATE, DELETE, SEIZE, SUSPEND OR RESTRICT YOUR KANOI, OR DELETE YOUR CARDS’ IMAGES AND DESCRIPTIONS FROM THE APP, WE ALSO RESERVE THE RIGHT, AT OUR SOLE AND ABSOLUTE DISCRETION, WITHOUT NOTICE OR LIABILITY TO YOU, TO TAKE ANY OR ALL OF THE FOLLOWING ACTIONS: (A) TO DEEM ANY TRANSACTION THAT TOOK PLACE VIA OR AS THE RESULT OF SUCH ACTIVITIES TO BE VOID AB INITIO; AND/OR (B) TO IMMEDIATELY CONFISCATE ANY CARDS (INCLUDING THEIR UNDERLYING TOKENS) OR KANOI THAT WERE PURCHASED OR ACQUIRED AS THE RESULT OF SUCH ACTIVITIES.
✦ You Terminate. You may terminate these Terms at any time by canceling your account on the App and discontinuing your access to and use of the App. If you cancel your account, or otherwise terminate these Terms, you will not receive any refunds for any purchases that you might make on or through the App – whether for CARDS, Packs, KANOI or anything else.
✦ We Terminate. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the App without the provision of prior notice. You agree that any suspension or termination of your access to the App may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination.
✦ Other Remedies Available. If we terminate these Terms or suspend or terminate your access to or use of the App due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity (including, without limitation, if you engage in any of the Prohibited Activities), then termination of these Terms will be in addition to any other remedies we may have at law or in equity.
✦ Referral to Governmental Authority. We have the right, without provision of prior notice, to take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the App. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the App.
✦ Effect of Termination. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the App or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party. Sections 1 and 4 through 17 will survive the termination or expiration of these Terms for any reason.
YOU WAIVE AND HOLD US AND OUR PARENT, SUBSIDIARIES, AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS HARMLESS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY US AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER US OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE APP IS AT YOUR SOLE RISK, AND THAT THE APP IS 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 REPRESENTATIONS, WARRANTIES AND CONDITIONS REGARDING THE APP AND ANY PART OF IT, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR PARENT, SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE APP WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (III) USAGE DATA PROVIDED THROUGH THE APP WILL BE ACCURATE; (IV) THE APP OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE APP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE APP 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 BASE NETWORK, OR YOUR ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; OR (IV) 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, THE BASE NETWORK, OR ANY ELECTRONIC WALLET.
CARDS AND KANOI ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BASE NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE BASE NETWORK. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS.
WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE BASE NETWORK, OR ANY ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE BASE NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
YOU UNDERSTAND AND AGREE THAT WE, OUR PARENT, SUBSIDIARIES, AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE APP, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF THE AMOUNTS YOU HAVE ACTUALLY AND LAWFULLY PAID US UNDER THESE TERMS IN THE TWO (2) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.
YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE APP AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE APP TO YOU WITHOUT THESE LIMITATIONS.
✦ Value and Volatility. The prices of collectible blockchain assets are extremely volatile and subjective and collectible blockchain assets have no inherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of your CARDS or KANOI, which may also be subject to significant price volatility. Each CARD or KANOI has no inherent or intrinsic value. We cannot guarantee that any CARDS purchased or KANOI earned will retain their original value, as the value of collectibles is inherently subjective and factors occurring outside of the KANOI ecosystem may materially impact the value and desirability of any particular CARD or, to the extent applicable, any earned KANOI.
✦ Tax Calculations. You are solely responsible for determining what, if any, taxes apply to your CARD-related transactions. We are not responsible for determining the taxes that apply to your transactions on the App.
✦ Use of Blockchain. The App does not store, send, or receive CARDS or KANOI. This is because CARDS and KANOI exist only by virtue of the ownership record maintained on the App’s supporting blockchain in the BASE Network. Any transfer of CARDS or KANOI occurs within the supporting blockchain in the BASE Network, and not on the App.
✦ Inherent Risks with Internet Currency. 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 electronic wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the BASE Network, however caused.
✦ Regulatory Uncertainty. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the KANOI ecosystem, and therefore the potential utility or value of your CARDS or KANOI.
✦ Software Risks. Upgrades to the BASE Network, a hard fork in the BASE Network, or a change in how transactions are confirmed on the BASE Network may have unintended, adverse effects on all blockchains using the BASE Network’s ERC1155 standard, including the KANOI ecosystem.
You agree to hold harmless and indemnify us and our parent, subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost and attorneys' fees arising out of or in any way related to: (i) your breach of these Terms; (ii) your misuse of the App; or (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of the App. You agree that we will have control of the defense or settlement of any such claims.
The App may include hyperlinks to other websites or resources (collectively, the “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from or through any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.
✦ Force Majeure Events. We will not be liable or responsible to the you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms, when and to the extent such failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19), tsunami, explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this agreement; (f) strikes, labour stoppages or slowdowns or other industrial disturbances; (g) shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity; and (h) other similar events beyond our control.
✦ Performance During Force Majeure Events. If we suffer a Force Majeure Event, we will use reasonable efforts to promptly notify you of the Force Majeure Event, stating the period of time the occurrence is expected to continue. We will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. We will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause. In the event that our failure or delay remains uncured for a period of forty-five (45) consecutive days following written notice given by us under this Section 13, we may thereafter terminate these Terms upon fifteen (15) days' written notice.
We are constantly innovating the App to help provide the best possible experience. You acknowledge and agree that the form and nature of the App, and any part of it, may change from time to time without prior notice to you, and that we may add new features and change any part of the App at any time without notice.
You affirm that you are over the age of 18. The App is not intended for children under 18. If you are under the age of 18, you may not use the App. We do not knowingly collect information from or direct any of our content specifically to children under the age of 18. If we learn or have reason to suspect that you are a user who is under the age of 18, we will unfortunately have to close your account. Other countries may have different minimum age limits, and if you are below the minimum age for providing consent for data collection in your country, you may not use the App.
YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY.
YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING, BUT NOT LIMITED TO, CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
✦ Entire Agreement. These Terms constitute the entire legal agreement between you and us and will be deemed to be the final and integrated agreement between you and us, and govern your access to and use of the App, and completely replace any prior or contemporaneous agreements between you and us related to your access to or use of the App, whether oral or written.
✦ No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.
✦ Interpretation. The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.
✦ Severability. Should any part of these Terms be held invalid, illegal, void or unenforceable, that portion will deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
✦ No Waivers. Our failure or delay to exercise or enforce any right or provision of these Terms will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of these Terms will be effective only if in writing and signed for and on behalf of us by a duly authorized representative.
✦ Governing Law. All matters arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the Supreme Court of Japan and Japanese law and Japan's legal systems applicable therein without giving effect to any choice or conflict of law provision or rule.
✦ Venue. Subject to Section 17 of these Terms, any legal action or proceeding arising under these Terms will be brought exclusively in Supreme Court of Japan, and we and you irrevocably consent and attorn to the personal jurisdiction and venue there.
✦ Notices. We may provide you with any notices (including, without limitation those regarding changes to these Terms) by email or postings on the App. By providing us with your email address, you consent to our using the email address to send you any notices. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
✦ Assignment. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger.
