May 2022 – 1st version

1.  Definitions

2.  Purpose

1. The purpose of these GTC is to define the terms and conditions applicable to the Game, the Marketplace and, more generally, to all Services offered by the Company, as well as to define the rights and obligations of the Parties when using these Services.
2. Users and Players are informed that, in the context of the Marketplace, the Company acts solely as an intermediary, providing a digital infrastructure to facilitate transactions related to NFTs.
3. Due to the peer-to-peer nature of the Marketplace, these T&Cs do not govern the relationship, of any kind, between sellers and buyers on the Marketplace.
4. These GTC apply, without limitation or qualification, to any use of the Services offered on the Website. In order to use the Services, Users agree to read and accept, without condition or reservation, these GTC.
5. These GTC are accessible at any time on the Website and will prevail over any other version or any other contradictory document.
6. Each User acknowledges that he/she has, in his/her country, the capacity to contract and declares that he/she has read and accepted without restriction or reservation the GTC by checking the corresponding box on the Website.
7. These GTC may be subject to subsequent modifications, as described in Section 14. The applicable version of the GTC is the one in force on the Website at the date of the creation of the Account or the purchase of an NFT or a Token on the Website or the Marketplace.

3.  Risk Acceptance

3.1.NFTs

8. NFTs act as certificates of digital ownership of files and other associated data. The rarity, ownership and traceability of an NFT is guaranteed by the token, which is different from the file itself.
9. The file associated with the NFT is a work that may be protected by intellectual property rights. Unless otherwise stated, the purchase of an NFT does not imply the purchase of the intellectual property rights associated with the file.

3.2.Blockchain

10. Users acknowledge that they have conducted personal research before using the Services. The Services provided by the Company are related to digital assets and blockchain technology, which has several consequences.
11. On the one hand, Users are aware of the economic risks associated with the Services. As such, they recognize that digital asset markets are decentralized and unregulated, that the Services are not suitable for many investors and represent a high level of risk of loss of capital, in particular due to extreme market volatility.
12. Therefore, although the risk of loss does not exceed the amount invested, Users agree not to invest funds that they cannot afford to lose. Furthermore, Users acknowledge that past performance is not an indication of future performance, which may vary both upwards and downwards.
13. Furthermore, Users are aware of the technical risks associated with the Services offered, including risks related to an error or security failure, whether or not associated with the blockchain, that may result in a loss of data or access to digital assets.

3.3.Security

14. The Company does not offer a custodial wallet service for the User/Player’s digital assets.
15. To use the Services, Customers must use an unhosted wallet (e.g., Metamask) that allows them to transact in and dispose of digital assets without the intervention or control of a third party.
16. The Company does not manage the means of access to these unhosted wallets. Therefore, Users/Players acknowledge and agree that they are solely responsible for the security of their unhosted Wallets, NFTs, Tokens and other digital assets, data and funds.

4.  Navigation on the Website

17. The Website is accessible free of charge to all Users without the need to create an Account.
18. On the Website, the Company provides all the information necessary for Users to understand how the Services work.
19. The information and/or data provided on the Website for Users and Players are only indicators and should not be interpreted as a prompt to make any decision.

5.  Account

5.1.Creation of an Account

20. To access the Game, the User must create a personal and unique Account by:

• providing his or her username and e-mail address;
• choosing a (strong) password;
• agreeing to these GTC.

21. The Company may refuse the opening of an Account, which may not give rise to any damages.
22. Users agree to provide accurate and precise information regarding their identity and contact details.
23. Unless specifically authorized, Users may not create multiple Accounts.
24. Accounts are accessible 7 days a week and 24 hours a day, except in case of maintenance or updates.

5.2.Sécurité du Compte

25. Players shall not disclose their Account IDs and passwords, which are strictly personal and confidential. Players agree to take all necessary precautions to secure access to their Account IDs and passwords. Players are strongly encouraged to implement two-factor authentication.
26. Each Player is responsible for the actions of any person using his Account, including without prior consent. Each Player agrees to report any fraudulent use of their Account, login or password to the Company, using the Website’s zendesk customer management software as soon as possible.
27. Each Player is solely responsible for the use of his or her Account and is, until proven otherwise, deemed to be the author of all events and changes occurring in his or her Account.
28. The Company shall not be liable for any errors in the Player’s information, or for the loss or theft of a password, or for any resulting misuse of an Account.

5.3.Account Suspension and Closure

29. The Company may suspend and close an Account at any time, including if:

• the Player has failed to comply with the provisions of these GTC;
• the Player has provided the Company with inaccurate, outdated or incomplete identifying information;
• the Player loses his or her username and/or password, or in case of suspected fraudulent use (including identity theft).

30. In such cases, the Company reserves the right to apply penalties and service charges to the Player and/or to seek damages from the Player.
31. Affected Players will be informed of this decision by any means. This will not result in any damages.
32. The Player may, at any time, request the permanent deletion of his personal Account via the dedicated feature on the Website. Closure of the Account implies the deletion of all of the Player’s data, including the Customer’s personal data as defined in the Privacy Policy.
33. The Company shall not be liable for any loss.
34. The Company reserves the right to close an Account in the event of a breach of these Terms and Conditions, without notice or compensation.
35. In the event that an Account is permanently blocked or closed, the Player will have thirty (30) days to claim any rewards generated in the Game.

6.  Services

6.1.Tokens

36. The Company issued Tokens in an ICO. The $Mechanium is the native Token of the Game developed by the Company and serves its economy.
37. Tokens may be purchased in the following ways:

• In legal tender (fiat): in this case, the User’s or Player’s fiat currency is converted by a Third Party Service Provider (Sequence) into digital assets and then into Tokens.
• In digital assets: Users or Players can purchase Tokens in USDC or MATIC by connecting their unhosted wallet, such as a Metamask wallet, to the Uniswap decentralized finance protocol.

38. Tokens give their acquirer the following capabilities:

• Purchase NFTs to assemble Mechas and have access to the Game;
• Make in-game purchases; and
• Participate in a staking mechanism, described below, to earn rewards.

39. The staking activity is carried out through smart contracts, with two staking pools and two liquidity pools available on the Polygon network. By participating in the staking activity, Users or Players lock in their Tokens for a defined period of time and can earn rewards in the form of additional Tokens. Once earned, these rewards are themselves locked in for a period of six (6) months, through the operation of a smart contract. The details of the Token staking operation, as well as the vesting periods are presented in the Company’s whitepaper.

6.2.NFTs

40. The Company offers three types of NFTs for sale:

• « PFP » NFTs or profile picture, representing Mechas and allowing their holder to obtain certain specific benefits, such as access to private groups ;
• « Mecha » NFTs, representing a part of a Mecha (components, weapons, armor, etc.), with specific characteristics, more or less rare. Each Mecha is a combination of NFTs. When assembled, these parts create a Mecha that can be controlled by the Player in the Game.
• « Land » NFTs represent parcels of land in the Game, allowing Players to earn a percentage of the rewards generated by battles won by other Players on that parcel of land.

41. NFTs may be purchased as digital assets in the Marketplace or on the Third Party OpenSea website, directly through the User’s or Player’s personal unhosted wallet (MetaMask, WalletConnect, Coinbase Wallet, Portis, etc.).
42. Payments in the Marketplace are made in Tokens or digital assets through Third Party services.

6.3.Game

43. The MechaChain Game is a three-dimensional (3D) video game, in which the player controls a Mecha and participates in battles with other Mechas in order to earn rewards. The storyline and Game experience are described in detail on the Website and in the whitepaper.

7.  Prices

44. Token price. The Token price is displayed on the sales platforms and is set at the discretion of the Company.
45. NFTs price. The NFTs price is set as follows:

• On the Primary Market, the NFTs price is set by the Company according to their scarcity and the rights associated with them;
• On the Secondary Market, the NFTs price is set by the resellers, according to the supply and demand of NFTs on the OpenSea platform.

46. The Company has no role whatsoever in the determination of the NFTs price, nor in the transactions made on the Secondary Market.
47. Transaction fees generated by the transfer of Tokens and NFTs are set by the functionalities of the corresponding blockchain (Ethereum and Polygon) and are borne by the User/Player.
48. Remuneration of the Company. In connection with the sale of Tokens and NFTs, the Company is remunerated as follows:

• The Company receives 100% of the Token Price;
• The Company receives 100% of the price of the NFTs sold on the Primary Market;
• The Company receives [x] % of the price of NFTs resold on the Secondary Market..

8.  Right of withdrawal

49. Any User, natural person acting for purposes that do not fall within the scope of his commercial, industrial, artisanal or agricultural activity will be identified as a consumer within the meaning of the preliminary article of the French Consumer Code (Code de la Consommation).
50. The right of withdrawal of the consumer provided by Article L.221-18 of the Consumer Code (Code de la Consommation) can not be exercised in the context of the provision of digital content not provided on a physical medium, and whose execution has begun after prior express consent of the consumer and express waiver of his right of withdrawal.
51. Consequently, by accepting these GTC, the User expressly declares to waive his right of withdrawal, prior to the execution of the Services.

9.  Responsibility of the Parties

52. The Company undertakes to perform its obligations with the care normally expected of a professional in the same sector of activity and to comply with current professional practices.
53. The Services are provided « as is », to the exclusion of any warranty whatsoever. The Company disclaims any liability and any obligation to compensate any person for any loss or damage caused by a User/Player or by a Third Party.
54. The Company undertakes to use all necessary means to ensure the best provision of the Services to its Users. However, the Company can only be held to an obligation of means.
55. The Company does not guarantee continuous and uninterrupted access to the Services. Consequently, the Company cannot be held responsible for any delay and/or total or partial inaccessibility of the Services when they result from factors beyond its control.
56. Clients are informed that the Company may occasionally interrupt access to all or part of the Services:

• to allow repairs, maintenance operations or improvement of the functionalities;
• in case of suspected hacking, embezzlement or any other risk of damage;
• upon request or instruction from authorized persons or authorities.

57. The Company shall not be liable for any damages resulting from such suspensions.
58. In addition, the Company shall not be liable for:

• denial of payment;
• unusual or illegal use of the Services;
• deliberate or grossly negligent breach of duty by a User or Player or any fault on his/her part;
• breakdowns or malfunctions of the Services that are not the responsibility of the Company;
• cyber attacks;
• indirect damages that could result from the Services provided by the Company, such as the action directed by a Third Party against a User or a Player, commercial prejudice, loss of clientele, commercial disturbance, loss of profit, loss of data not attributable to the Company, loss of brand image suffered by a User/Player or by a Third Party;
• any case of force majeure as defined by Article 1218 of the French Civil Code (Code Civil) or any event beyond the Company’s control, but also any measure taken or legislation adopted by the French or foreign authorities.

59. Thus, the Company’s liability can only be engaged if the Users or Players prove that (i) the Company acted in a wrongful and intentional manner and (ii) exclusively if this behaviour caused it a certain, personal, direct and reasonably foreseeable prejudice, except if there is a legal or regulatory provision to the contrary.
60. In any event, the Company’s liability shall not exceed the amounts billed to Users/Players by the Website in accordance with the GTC during the twelve (12) months preceding the incident or series of incidents, unless otherwise provided by law or regulation.

10.Intellectual Property

10.1.   Intellectual Property on the Website, Marketplace and Services

61. All intellectual property rights related to the Website and Services, including all trademarks, logos, text, software, databases, names, designs, themes, concepts, images and the arrangement thereof (collectively, the « Materials ») shall at all times remain the property of the Company, its licensors and licensees and are protected by copyright, trademark and other applicable intellectual property rights.
62. Users and Players are prohibited from copying, reproducing, displaying, distributing or in any way exploiting, in whole or in part, the Materials, decompiling or attempting to decompile the software, extracting or attempting to extract data from the databases, interfering or attempting to interfere in any way with the security measures implemented by the Company, without the prior written permission of the Company and/or its licensors, which shall be granted at the Company’s sole discretion.

10.2.   Intellectual Property Related to NFTs

63. The Company grants to the NFT holders a worldwide, non-exclusive, sublicensable license to the work underlying the acquired NFT, subject to the following rights:
64. Purchasers of the « PFP » NFTs or profile picture are granted a license to use the work, for strictly personal use, excluding any commercial use, for the purposes of downloading, uploading, performing and displaying the work on the holder’s social networks (online communication services) and in the Game.
65. Purchasers of the « Mecha » NFTs are granted a license to use the work for strictly personal use, excluding any commercial use, for the purposes of downloading, uploading, performing, reproducing and displaying the work in the Game and on the Marketplace.
66. Purchasers of the « Land » NFTs are granted a license to use the work for strictly personal use, excluding any commercial use, for the purposes of downloading, uploading, performing, reproducing and displaying the work in the Game and Marketplace.
67. Any other right or means of communication not expressly mentioned above is outside the scope of this license.

11.Privacy

68. The Company is committed to maintaining the confidentiality of the Users’ and Players’ purchases, except where a decree, law or court order requires it to disclose such information.

12.Personal Information

69. Certain information that directly or indirectly identifies Users is processed by the Company when using the Website.
70. In order to inform the Users in a transparent way about the purposes and methods of processing their personal data, the Company has set up a Privacy Policy available on the Website.

13.Evidence

71. Communications, including claims as defined in section 19.1, made by electronic mail are validly accepted as evidence by the Users/Players and the Company.
72. In the absence of proof to the contrary, the data recorded in the Company’s computer system shall constitute proof of all purchases made by the Users/Players.

14.Modification

73. The Company reserves the right to modify or discontinue at any time the accessibility of all or part of the Services and/or the Website.
74. The Company reserves the right to modify, at any time, all or part of these GTC. The use of the Services by the Users implies acceptance of the modification of the GTC.

15.Termination

75. In the event of a change in applicable law or regulation and its interpretation by the relevant regulatory authority, affecting the ability of the Company or its employees to perform the Services, these GTC shall automatically terminate.
76. Termination of these GTC shall result in the termination of the Player’s Account. No compensation will be paid for the termination of an Account, regardless of the harm caused by the termination of the Account.
77. Unless expressly agreed to by the Company, a Client whose Account has been closed by the Company is not permitted to open another Account. Any Account opened in violation of this provision may be immediately closed by the Company without notice.

17.Hyperlinks

78. The Services may contain links or content that redirect to websites or resources of Third Parties.
79. These Third Party services may be subject to different terms and conditions and privacy policies. The Company shall not be responsible for the availability, accuracy, content, products or services available from such links. The presence of such links does not constitute an endorsement of such Third Party services by the Company.

18.Non-Waiver

80. The Company’s failure at any time to require the other Party to perform any of its obligations under these GTC shall not affect the Company’s right to require performance thereafter.
81. The invalidity of any provision of these GTC shall not affect the validity and enforceability of the remaining provisions.

19.Complaints and Disputes

19.1.Complaints

82. In case of dispute, the Users are invited to contact the Company in order to make any claim:

• by standard letter:

EthernalHorizons

229 rue Saint-Honoré

75001 Paris

France

• by email : [email protected] or via the zendesk of the Website.

19.2.Mediation

83. In the event that the Company’s response to a complaint should not satisfy the User, the Users are informed that they may have recourse to the following mediation service: []
84. In addition, in accordance with article L.616-2 of the Consumer Code (Code de la Consommation), the Company informs the Users of the existence of the platform put online by the European Commission whose purpose is to collect possible complaints resulting from an online purchase of European consumers and to then transmit the cases received to the competent national mediators. This service is available at the following link: https://ec.europa.eu/consumers/odr/.

20.Applicable law and competent jurisdiction

20.1.Applicable law

85. These GTC are exclusively subject to French law.
86. In case of contradiction between the French and English versions of these GTC, or in case of any difficulty of interpretation, the French version shall prevail.

20.2.Jurisdiction

87. Unless otherwise provided by law, all disputes or complaints relating to or arising out of these GTC and all transactions entered into pursuant thereto, concerning their validity, formation, interpretation, performance, termination and consequences, shall be submitted to the competent courts of the jurisdiction of the Court of Appeal (Cour d’Appel) of Paris.
88. Non-professional Users residing in the European Union may bring an action in the jurisdiction in which they resided at the time they accepted the GTC or in the jurisdiction in which the damage occurred.