END USER LICENSE AGREEMENT / TERMS OF USE

  1. The Getstan mobile app named [●] (“App”) and website named [●] (“Website”) (hereinafter collectively referred to “Platform”) are an [●] portal owned and operated by Getstan Technologies Pte Ltd. (the “Company”), with its registered office at 160, Robinson Road, #20-03, Singapore 068914. Through the Platform, Company shall provide users (“You” or the “User”),
  1. an online fan engagement Platform with a chance to connect, follow and play with their favourite e-sports / online game Players and gaming celebrity idols;

  1. option to purchase, collect, sale and trade digital Player cards (“Collectibles”) as well as a chance to be rewarded with both physical and virtual perks including a chance to visit User’s favourite Players’ bootcamps, fan fest, meet them on Instagram Live, join them one-on-one on discord streams or even play favourite games together with such player; and  

  1. any other services that the Platform may integrate, introduce, or create from time to time;

collectively referred to as “Services”. Each User and Company is a “Party” to this Agreement and together they are referred to as the “Parties”.

  1. This End User License Agreement (“Agreement”) together with Privacy Policy (available here) sets out the terms and conditions on which the Company shall provide the Services to the User through its Platform. This Agreement is an electronic record in the form of an electronic contract formed under the applicable laws of Singapore. This Agreement does not require any physical, electronic or digital signature.
  2. By checking the “I read the License Terms and I Accept them” checkbox and subsequently clicking the “Accept” button during the installation and configuration process of the Platform application, User accepts and agrees to be bound by the terms and conditions of this Agreement and Privacy Policy, which becomes effective as of the date User clicks the “Accept” button (the “Effective Date”). If You are accepting the terms of this Agreement on behalf of User, You represent and warrant that: (i) You have full legal authority to bind User to this Agreement; (ii) You have read and understand this Agreement; and (iii) You agree, on behalf of User, to this Agreement. If You do not have the legal authority to bind User, please do not click the “Accept” button (or access or use the Services). Persons who are “incompetent to contract” within the meaning of the applicable laws of Singapore, including un-discharged insolvents etc. are not eligible to use the Platform / Services.
  3. Use of the Platform is offered to the User conditioned on acceptance, without modification of all the terms, conditions and notices as contained in this Agreement, and as may be posted on the Platform, from time to time. For the removal of doubts, it is clarified that use of the Platform by the User constitutes an acknowledgement and acceptance by the User of this Agreement. If the User does not agree with any part of such terms, conditions and notices, the User must not use the Platform.
  4. DEFINITIONS

“Affiliate” shall mean with respect to either Parties, any Person controlling, controlled by or under common control of such Party. For the purpose of this definition of Affiliate, “control” together with grammatical variations when used with respect to any Person, shall mean the power to direct the management and policies of such Person, directly or indirectly, and “Person” shall mean a company, a corporation, a partnership, trust or any other entity or organization or other body.  

“Buyer” refers to the User acquiring a Collectible on Company’s Marketplace.

“Collectible” refers to the digital cards featuring a professional Player available within the Service and the underlying tokens that can be used on a blockchain.

“Collectible Related Rights” refers to any third-party patent rights, image rights, copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world associated with the Collectibles (including without limitation, the intellectual property rights of the club, the league or the image rights of the players).

“Confidential Information” means all non-public information (including information pertaining to technology, data, customers, business plans, marketing activities, finances and other business affairs of a Party or its Affiliates), disclosed by one Party or its Affiliates (the “Disclosing Party”) to the other Party or its Affiliates (the “Receiving Party”) under this Agreement, including by or to their respective employees, contractors or agents, that is marked or designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, should reasonably be understood to be confidential. Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to the Receiving Party at the time of first disclosure by the Disclosing Party; (iii) is received by the Receiving Party from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party.

 “NFT” refers to the non-fungible token, which represents the Collectible digital card (also known as crypto-good or crypto-collectible). This token ensures the availability of the Collectible and the transparency of the Services.

“Marketplace” refers to the Service offered by Company that allows Users to exchange or sell Collectibles amongst them.

“Player(s)” is a renowned professional gamer engaged in several online games, such as PUBG, Garena FreeFire, Call of Duty, Minecraft, GTA V etc. 

“Seller” refers to the User offering to sell his Collectible on Company’s Marketplace.

“Services” refers to every service accessible on the Platform and provided by Company.

“Smart Contracts” means a self-executing contract with the terms of the agreement between User and the Platform being directly written into lines of code stored on Polygon blockchain network.

“Third-Party Rights” refers to any third-party patent rights, image rights, copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognised in any country or jurisdiction in the world, and, in particular, the rights that may be associated with the Collectibles.

“Third-Party Services” refers to the services not operated by Company, but providing content or additional features to the Users such as payment service (Google In-App Purchase, Stripe, Apple Pay), purchase and sale of digital assets in legal tender (Ramp, Moonpay), digital asset wallet (WalletConnect, Coinbase Wallet, Portis, Opera, Metamask), content on players, external marketplaces of collectibles. Whether or not integrated into the Platform, these services are provided under the sole responsibility of the providers who offer them. The terms of use of these services can be found on the website/ digital platform of the relevant service provider.

  1. GENERAL TERMS FOR THE SERVICES

User is expected to read these terms and conditions and accept them entirely.

  1. Company through its Platform enables Users to acquire, collect, exchange and play Collectibles featuring Players designated, for the purposes hereof, as the Collectibles and materialised on NFTs. The Service is available on the Platform.

  1. These terms and conditions apply, without restriction or reservation, to any use of the Services offered by Company on the Platform to all. When the User chooses to create an account on the Platform, he/she fully and unconditionally accepts these terms and conditions.

  1. Unless proven otherwise, and as an evidence agreement, the data recorded in the Company’s computer system constitutes proof of all transactions concluded within the Services by the User.

  1. These terms and conditions are accessible at any time on the Platform and has to be read harmoniously with any other information available on the Platform, but shall prevail over any other information or document in case of inconsistency.

  1. The Platform may contain links or content from Third-Party Services. Such Third-Party Services may be subject to different terms and conditions and privacy practices. Company is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Company of such Third-Party Services.

  1. The distribution of rewards/perks to the Users is subject to Company’s discretion and availability of stock of such rewards/perks.

  1. No Refunds Policy

  1. Company shall not process any refund on any Collectibles purchased by User using Company’s in-app FANCOINS purchasable by accessing Third Party Services (Google In-app Purchases/Apple Pay). However, the purchase of FANCOINS is refundable subject to Google or Apple’s policies, as the case may be, if the Collectibles are lying unused. [Comment: GetStan to confirm.]
  2. Any on-chain transaction approved by a User shall not be reversed and be deemed as final.
  3. Loss of in-game Collectibles by User shall be non-reversible/refundable.

  1. Any fraudulent activities on the part of User(s) including bot automation and exploitation/farming of rewards may lead to a non-reversible ban on the Account(s) of such User(s).

  1. User is solely responsible for the Collectibles once purchased. Any promotions of in-game Collectibles and on-chain assets is strictly not recommended by the Company.

  1. Users are entirely responsible for the safety and management of their own private wallets and validating all transactions and contracts generated by the Platform before approval. Furthermore, since the Company’s Smart Contracts run on the Polygon blockchain network, neither Company nor User shall have any ability to undo, reverse, or restore any such transactions.

  1. Ownership: User owns the Collectibles and NFT. Each NFT is an NFT on the Polygon blockchain. When User purchases an NFT, then he/she owns the underlying digital asset and the artwork, completely. It is stated that ownership of the NFT is governed by the Smart Contract and the Polygon blockchain network. The Company shall not seize, freeze, or otherwise modify the ownership of any NFT on the Polygon blockchain network.

  1. ACCOUNT REGISTRATION AND SECURITY 
  1. User may access and use the Platform as a registered user by providing Company belowmentioned user information for creating an account (“Account”): -

User shall be responsible for maintaining the confidentiality and security of the Account, and fully responsible for all activities that occur under User’s Account. User agrees to immediately notify the Company of any unauthorized use of User’s account information or any other breach of security. Company cannot and shall not be liable for any loss or damage arising from User’s failure to comply with this section. User may be held liable for losses incurred by Company or any other user due to authorized or unauthorized use of User’s Account as a result of User’s failure in keeping User’s Account information secure and confidential. User shall ensure that the Account information provided by User in the Platform’s registration form is complete, accurate and up-to-date. Use of another user's account information for availing the Services is expressly prohibited. If User provides any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate User’s account and refuse any and all current or future use of the Platform / Services (or any portion thereof). 

  1. User Systems: User is responsible for maintaining and updating any operating systems, Internet browsers, anti-virus software, or other software that its uses to access and use the Services. The Services may not work properly if User’s operating systems, Internet browsers and anti-virus software are not up-to-date.

  1. User may not use Account to: -

  1. COLLECTIBLES

        Company allows Users to collect Collectibles after making payment by accessing Third Party Services on the Platform. The features of such Collectibles are as follows: -  

  1. Features and Characteristics of Collectibles

  1. Collectibles are issued by Company divided into categories as per the ranking, reputation, winnings of Players and other criteria as detailed in product design policy of the Company. For instance, a Collectible may be limited, rare, super rare or unique, regarding the total number of items offered.
  2. The Collectibles represent rights of third parties that Company exploits under licenses granted by the holders of the rights. All contractual provisions between Company and the holders of these rights are enforceable against Users.

8.2 Issuance of Collectible

  1. Company offers Collectibles for sale by way of direct in-app purchase.
  2. Company also offers the sale of Collectible packs. The Collectibles included in the pack are specified before the sale.
  3. BY PURCHASING A COLLECTIBLE ON THE WEBSITE, THE USER EXPRESSLY WAIVES HIS/HER RIGHT OF WITHDRAWAL.

8.3 Transfer and exchange

  1. User has the possibility to withdraw his/her Collectibles from his/her account, as well as to exchange his/her Collectibles on the Marketplace or through a Third-Party Service, such as a third-party marketplace.
  2. Company is under no circumstances liable for any damage that may occur during the transfer, withdrawal or exchange of Collectibles outside the Platform

8.4 Stan Trump Game

  1. The game, entitled "Stan Trump", is based on a virtual tournament that tracks the real performance of Players on the field, accessible from the Platform.
  2. This promotional game is legally governed by rules that can be consulted here: https:[●].

8.5 Support

  1. Support is available on the Platform.
  2. Company undertakes to respond as quickly as possible, depending on the number of requests in process.

8.6 Marketplace

The Marketplace of Company is the place where Users can easily exchange their Collectibles. Users have almost nothing to do but find the best deals.

  1. Company provides a Marketplace that allows Users to exchange amongst them Collectibles against other Collectibles.
  2. This article shall apply only to the relations between Buyer and Seller in the context of the exchange of a Collectible on the Platform.
  3. THE USE OF THE MARKETPLACE IS SUBJECT TO THE UNCONDITIONAL ACCEPTANCE AND RESPECT OF THESE TERMS & CONDITIONS AND SPECIFICALLY OF THE FOLLOWING CLAUSES.
  1. Sale, Exchange, Trade
  1. Users holding Collectibles have the ability to sell them throughout the Marketplace in accordance with the procedures set out here. In this case, the Seller is free to set the fixed selling price offered (the “Offer”). The Collectible is offered on the Marketplace for [●] hours. If the Collectible is not sold within this period, the offer is removed from the Marketplace and the User may offer the Collectible for sale again at any time.
  2. Company does not intervene in any way in the choice of the Collectibles offered for sale on the Marketplace nor in the determination of the selling prices fixed by the Sellers. More generally, Company does not intervene in any way in the sale between Buyer and Seller within the Marketplace. Consequently, Company never acts as a counterpart to this sale.
  3. More specifically, Company does not intervene in any way in the choice of the Collectibles offered for sale on the Marketplace nor in the determination of the selling prices fixed by the Sellers. The Users understand and accept that Company does not control the reality, the relevance and the fairness of the prices, whether they are excessive or derisory, proposed by the Sellers. The Buyer is the only responsible for the appreciation of the price of the Collectibles proposed through the Marketplace.
  1. Listing and delisting of Offers
  1. Any user can list a Collectible Offer on the Marketplace. The Collectibles listed on the Marketplace are chosen solely by the Sellers offering them for sale.
  2. Company reserves the right to remove from the Marketplace the Offers of a Seller, especially, but not exclusively, if the Seller: -
  1. does not respect the applicable regulations;
  2. does not respect the terms and conditions;
  3. is subject to a temporary or permanent suspension of his account;
  4. makes fraudulent use of the Services.

  1.  Disputes on the Marketplace

  1. As part of its Marketplace, Company acts as a mere intermediary between Sellers and Buyers. As such, Company shall not be held liable for damages caused by a sale, due to the price or an act done by one of the Parties.
  1. In addition, the services provided through the Marketplace take place only between the Buyer and the Seller. Company’s responsibility cannot be incurred in respect of such services from which Company is unconcerned.
  1. Therefore, any potential claim must be addressed by the Buyer to the Seller. The Seller is solely responsible for the claims processing. Nevertheless, Company reserves the right to take part in arbitration, in its discretion, if the Seller does not provide a response to a request nor a settlement to a dispute.

  1. IN – GAME PURCHASES AND PHYSICAL OR VIRTUAL PRIZES
  1. Giveaways

  1. As a part of the Services, the Company may, at its sole option, decide to award giveaways to the Users, upon compliance with certain criteria as may be specified for such Service, or in the nature of a prize for emerging as the winner in any of the contests/games/tournaments etc. conducted by the Company (“Giveaways”).
  2. The Giveaways shall comprise of any virtual points garnered to the Account of the User, or any tangible items or services in the form of a prize or reward which can be redeemed by the User in accordance with the terms and conditions of the Company.

  1. In – Game Purchases

  1. The Company may introduce virtual items such as stickers, coins, points, XPs and such similar items, which can be purchased by the User for a nominal charge (in Singapore Dollars/INR), payable to the Company (“FANCOINS”). The FANCOINS, once purchased by the User, may be used to buy Collectible, or Collectible packs to upgrade to reach higher levels in the games/contests/ tournaments etc. giving Users access to more perks and rewards.
  1. Once purchased, the FANCOINS cannot be exchanged or returned for cash. The User shall further not be entitled to encash the FANCOINS in any manner. Once the FANCOINS are deposited in the Account of User, the User can only use them to upgrade to higher levels in the Services being accessed.[a]

  1. Vouchers and Physical/ Digital rewards

  1. The Company may, in the form of a physical or virtual reward or prize, for participation and/or winning of contests, assignments and other related tasks that form part of the Services, grant digital currencies / non-fungible tokens (such as digital vouchers, coins, gold, diamond points, FANCOINS etc.) or third-party vouchers. The physical rewards may include signed jerseys, caps, bootcamp tours, live gameplays with Players etc.
  1. The digital rewards shall not require any kind of payment and shall not be redeemable or convertible into cash. The digital currencies shall solely serve the purpose of enabling the User to access further levels within the Services in the manner specified in the characteristics of such digital rewards.
  2. The third-party vouchers shall also not require any kind of payment and shall be provided by the Company in association with paid promotion with third party entities who may be sponsoring or promoting itself through the Services. The third-party vouchers, may be convertible into tangible products, tangible services or digital services, in accordance with the specifics of the third party who is providing such vouchers according to the terms and conditions of the Company. [b] 
  1. The User shall avail or purchase, as the case may be, the Giveaways, including the FANCOINS, vouchers and digital rewards, only from the Company, or through the authorized partners of the Company, and through the Platform/Services.

  1. The Company shall have the sole discretion and right to withdraw, amend, modify, alter, and cancel any of the aforementioned in-game purchases and virtual items, at any time, without any notice. The Company shall also be entitled to change the terms, increase or decrease the values, and introduce new methods or concepts in this regard.

  1. The User shall use the in-game purchases and virtual items only for the purposes which it has been provided, and they shall not be transferable, assignable or substitutable, except as otherwise provided by the Company.

  1. In the event any in-game purchases and virtual items require a transaction with a Third-Party Service provider (including payment service providers), the User agrees to abide by the terms of use and other relevant instruction of such Third-Party Service provider. The User shall be solely responsible for any payments made from his bank account in this relation. The Company shall not be a party to such transaction or agreement, and shall not be responsible for any actions or omission, claims of misconduct, fraud or negligence pertaining to the transaction. The Company accepts no obligation and responsibility for the use of the payment option by the Third-Party Service provider. Once payment is made by the User, the User shall not have the further right to cancel and redeem, or require a refund of the payment already made by him/her.

  1. The decisions of the Company are final and binding in all matters relating to the vouchers and digital awards/rewards. In no event shall the Company be obligated to award any prizes other than the prizes specified in these terms and conditions.

  1. The User acknowledges that certain jurisdictions have laws regarding contests that may prevent the Company from awarding the User a prize or reward. By availing the Services, the User understands and accepts the risk that the User may not be able to receive a prize.

  1.   PAYMENT OF IN-APP PURCHASE CHARGES

  1. In-app Purchase Charges: Charges applicable to the Services are as described in the relevant section of the Platform. Such fee shall be paid by User to the Company, using the Third-Party Services and under the payment terms agreed between User and Company, on the Platform.
  2. Taxes: All charges payable by User are exclusive of applicable taxes and duties. User shall provide to Company any information reasonably requested by the Company in connection with payment of taxes.
  3. Company reserves the right to alter any or all charges from time to time, without notice. The User shall be liable to pay all applicable charges and taxes for availing the Services.

  1. User Restrictions & IPR Ownership 
  1. Except as expressly granted and permitted in this Agreement, User does not obtain any right in and to the Services or may copy or use the Services in any manner, or for any other purpose. User shall not attempt to (a) modify, alter, translate, tamper with, repair, or otherwise create derivative works of Services or Platform; (b) reverse engineer, disassemble, decompile or decrypt the product, Services, Platform or otherwise apply any other process or procedure to discover, extract, reconstruct, or derive the source code, underlying ideas, algorithms, file format, programming or interoperability interfaces, components, trade secrets or other proprietary information embodied in or associated thereto; (c) except as and to the extent expressly permitted under this Agreement, rent, lease, resell, sub-license or otherwise distribute the Services to other people or entities, or otherwise charge them for the use of the Services; or (d) use the Services (or any of its underlying concepts and ideas) to create or improve (directly or indirectly) a substantially similar product, Platform or Service. The license granted to User in this Agreement is conditional on User’s continued and full compliance with the terms and conditions of this Agreement and may be terminated by Company, if User does not comply with any term or condition of this Agreement. During and after the term of this Agreement, User shall not assert, nor shall User authorize, assist, or encourage any third party to assert, against Company or any of its Affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding the Services availed by the User.
  2. Company shall retain its intellectual property rights in any computer programs, data, software, hardware, Platform, Services, Confidential Information or other material which constitute pre-existing proprietary items of the Company and which are provided by the Company to User for the provision of the Services, with respect to which no right, title or interest shall be transferred or be deemed to be transferred from the Company to User.
  1. Confidentiality 

During the term of this Agreement and for [●]years thereafter, the Receiving Party shall (a) take reasonable measures to protect the Confidential Information of the Disclosing Party that are no less than those measures taken by the Receiving Party to protect its own Confidential Information of similar nature; and (b) not disclose the Confidential Information of the Disclosing Party, except to Affiliates, employees, agents or professional advisors on a need to know basis, provided that they have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential, or except when required by law after giving reasonable notice the Disclosing Party if allowed by law.

  1. Limitation of Liability

Company shall not be responsible for losses of any kind resulting from User’s transaction on the Platform. The liability for use / misuse of a card, bank account, wallet etc., including any fraudulent act shall be on the User and the onus to 'prove otherwise' shall be exclusively on the User. All information collected by the Company shall be governed as per the Privacy Policy of the Company.

  1. General Disclaimer 
  1. Company makes no other express, implied or statutory representations, guarantees or warranties of any kind with regard to the Services. The Services are otherwise provided “as is” without any warranty, including, without limitation, the warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, correspondence to description, title, quiet enjoyment, and non-infringement, which are all expressly disclaimed.
  2. The Company has endeavoured to ensure that all the information provided by it on the Platform is correct, but the Company neither warrants nor makes any representations regarding the quality, accuracy or completeness of any data or information displayed on the Platform. The Company makes no warranty, express or implied, concerning the Platform and/or its contents and disclaims all warranties of fitness for a particular purpose and warranties of merchantability in respect of information displayed and communicated through or on the Platform, including any liability, responsibility or any other claim, whatsoever, in respect of any loss, whether direct or consequential, to any User or any other person, arising out of or from the use of any such information as is displayed or communicated through or on the Platform.
  3. The User further agrees that any information provided by the User in connection with the Services may be used by the Company in accordance with these terms and conditions; and the Privacy Policy of the Company.
  4. Unless prohibited by applicable law, the acceptance of a User to avail the Services constitutes the User’s permission to use their details and information, in perpetuity, in any manner that the Company.
  5. The Company shall not be responsible for the delay or inability to use the Services on the Platform, the provision of or failure to provide the Services, or for any information, software, products, Services and related graphics obtained from the Company through the Platform, whether based on contract, tort, negligence, strict liability or otherwise. Further, the Company shall not be held responsible for non-availability of the Platform during periodic maintenance operations or any unplanned suspension of access to the Platform that may occur due to technical reasons or for any other reason whatsoever. User understands and agrees that any material and/or data downloaded or otherwise obtained from the Company through the Platform is done entirely at his/her discretion and risk and he/she shall be solely responsible for any damage to his/her equipment including a phone, internet access, etc., or any other loss that results from such material and/or data.
  6. These limitations, disclaimer of warranties and exclusions apply without regard to whether the damages arise from (i) breach of contract, (ii) breach of warranty, (iii) negligence, or (iv) any other cause of action, to the extent such exclusion and limitations are not prohibited by applicable law.

  1. USER'S OBLIGATIONS
  1. The User's rights on the Platform are conditioned upon compliance with each of the following: -
  1. in order to utilize the Services provided by the Company, the User must be over the age of [●] and if the User is under the age of [●], he/she must have his/her parent’s or legal guardian’s permission prior to availing the Services, and by participating/streaming, the User represents that his/her parent or legal guardian has provided such permission and agreed to these terms and conditions;
  2. the User shall not use any one or more of the licenses (and any associated functionality) to collect, obtain, compile, gather, transmit, reproduce, delete, revise, view, display, forward, any material or information, whether personally identifiable or not, posted by or concerning any other user of the Platform, unless the User would have obtained prior permission from such user to do so;
  3. the User shall not interfere with or disrupt, or attempt to interfere with or disrupt, the operation of the Platform (or any parts thereof);
  4. the User shall abide by all copyright notices, information, restrictions contained in or associated with any of the Platform content;
  5. the User shall not remove, alter, interfere with or circumvent any copyright, trademark, watermark, or other proprietary notices marked/displayed on the Platform;
  6. the User shall not remove, alter, interfere with or circumvent any digital rights management mechanism, device or other content protection or access control measure (including, without limitation geo-filtering and/or encryption) associated with the Platform;
  7. the User shall not use any of the rights granted to him/her or any of the Platform content in a manner that suggests an association with any of the Company's products, Services or brands, unless otherwise specifically permitted by the Company;
  8. the User shall not do anything on the Platform that would prevent other users' access to or use of the Platform or any part thereof;
  1. The User represents and confirms that he/she is not a person barred from accessing and using the Platform and availing the Services under the laws of Singapore or under the laws of the relevant jurisdiction, as applicable, or other applicable laws.

  1. The User acknowledges and agrees that as between the Company and the User, the Company owns all right, title and interest in the Services and the Platform; and nothing in these terms and conditions shall confer on the User any license or right of ownership in the Company’s intellectual property rights and/or the Platform or its contents.

  1. The User also understands that the Services may include certain communications from the Company as service announcements and administrative messages. The User understands and agrees that the Services are provided on an "as-is-where-is" basis and that the Company does not assume any responsibility for deletions, mis-delivery or failure to store any User communications or personalized settings.

  1. LICENSE AND PROPRIETARY RIGHTS
  1. Subject to the terms and conditions, the Company hereby grants to the User, if and only to the extent the necessary functionality is provided to the User on or through the Platform, the following limited, revocable, non-exclusive, non-transferable, non-assignable, worldwide, royalty-free rights and licenses (each a "License"):
  1. the License to access, view and otherwise use the Platform (including, without limitation any information or Services provided on or through the Platform) for the personal and lawful use only by the User, as intended through the normal functionality of the Platform; and
  2. the License to use any other functionality expressly provided by the Company on or through the Platform for use by Users, subject to the terms and conditions.
  1. The content of the Platform, and all copyrights, patents, trademarks, service marks, trade names, software codes and all other intellectual property rights therein, whether registered or unregistered, are owned by the Company and/or its licensors and are protected by applicable Indian and international copyright and other intellectual property laws. The User acknowledges, understands and agrees that he/she shall not have, nor be entitled to claim, any rights in and to the content of the Platform and/or any portion thereof.
  2. The Company may provide the User with content including information, sound, photographs, graphics, video or other material through the Platform. This material may be protected by copyrights, trademarks or other intellectual property rights and laws. The User may use this material only as expressly authorized by the Company and shall not copy, transmit or create derivative works of such material without express authorization from the Company.
  3. The User acknowledges and agrees that he/she shall not upload, post, reproduce or distribute any content on the Platform that is protected by copyright or other proprietary right of a third party, without obtaining the permission of the owner of such right. Any copyrighted or other proprietary content distributed with the consent of the owner must contain the appropriate copyright or other proprietary rights notice. The unauthorized submission or distribution of copyrighted or other proprietary content is illegal and could subject the User to personal liability or criminal prosecution.
  1. INDEMNIFICATION

The User agrees to indemnify, defend and hold harmless the Company, its affiliates, group companies and their directors, officers, employees, agents, third party service providers, and any other third party providing any service to the Company in relation to the Services whether directly or indirectly, from and against any and all losses, liabilities, claims, damages, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by the Company that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any terms of the terms and conditions including any representation, warranty, covenant or agreement made or obligation to be performed by the User pursuant to the terms and conditions.

  1. TERM AND TERMINATION
  1. Term: This Agreement commences on the Effective Date shall remain in effect, unless it is terminated as set forth in this Agreement.
  2. Termination for Breach: Company may terminate this Agreement for breach if the User is in breach of the Agreement.
  3. Termination for Convenience: Company may terminate this Agreement for convenience, at any time and for any reason, by providing a prior written notice to the User.
  4. Effects of Termination: Upon the expiration /termination of this Agreement: (i) User shall not be entitled to receive new Services anymore; (ii) all charges (including taxes) owed by User to Company through the effective day of termination shall immediately become due; (iii) User must permanently stop exercising any of its rights hereunder; and (iv) User shall destroy all Confidential Information of the Company received pursuant to this Agreement.
  1. MISCELLANEOUS
  1. Notices: All notices, communications, reports, approvals or consents, required or permitted by this Agreement, must be in writing, in English, and addressed to the other Party’s primary point of contact. Notices to Company must be sent by email to [●] and shall be treated as given upon their receipt, as verified by written or automated receipt or by electronic log. User is responsible to keep its email account with Company current.
  2. Assignment: User may not assign, transfer, delegate or sublicense this Agreement, any part thereof or any right thereunder, without the prior written consent of the Company. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors and assigns.
  3. Force Majeure: Company shall not be liable for failure or delay to perform any obligation under this Agreement, to the extent caused by circumstances beyond its reasonable control, such as act of God, war declared, terrorism, negligence by User, civil or political disturbance, internet downtime, lock-outs, floods, fire, epidemic, pandemic and other exceptional circumstances.
  4. No Agency: This Agreement does not create any agency, partnership or joint venture between the Parties and neither Party has any authority to bind the other.
  5. No Waiver: Neither Party shall be deemed to have waived, or restricted its right to enforce, any rights under this Agreement by failing to exercise or enforce (or delaying the exercise or enforcement of) such rights. All waivers by us must be in writing to be effective.
  6. Severability: If any term of this Agreement (or part thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, it shall be interpreted to have been limited, eliminated or severed, to the minimum extent, as necessary to keep the obligations of the Parties, and the rest of the Agreement, in full force and effect.
  7. No Third-Party Beneficiaries: This Agreement does not confer any benefits on any third- party individual or entity that is not a Party to this Agreement, unless it expressly states that it does.
  8. Equitable Relief: Parties acknowledge that a breach of any provisions of this Agreement pertaining to Confidential Information, or the ownership of, license to and restriction on, intellectual property right, may cause irreparable injury to the injured Party, for which monetary damages would not be an adequate remedy, and the injured Party shall be entitled to seek injunctive or other equitable relief in any state, federal, or national court of competent jurisdiction for any actual or alleged breach of these provisions.
  9. Applicable Law: This Agreement shall be deemed to have been made in, governed by and construed pursuant to, the laws of Singapore.
  10. Venue: All claims or disputes arising out of or relating to this Agreement shall be litigated exclusively in the courts located in Singapore.
  11. Survival: The following Clause shall survive expiration or termination of this Agreement: 10 (Payment of in-app Purchase Charges), 11 (User Restrictions & IPR Ownership), 12 (Confidentiality), 13 (Limitation of Liability), 18.4 (Effects of Termination), and 19 (Miscellaneous).

****************************************

[a]Getstan to confirm

[b]Getstan to confirm