5th of September 2022
Nebula LLC (Company registered under the laws of Georgia, legal address: Georgia, Tbilisi, Vake district, Ilia Chavchavadze Avenue, N 11, apartment 45) ("Nebula," "us," "we" or "our") has made the website Ownic.com available, that can be used both in the browser (hereinafter "Ownic").
Ownic aims to revolutionise the culture of sports collectables and enables Users (as defined below) to acquire, collect, showcase, exchange, and play dynamic collectable cards (the "Dynamic Cards") featuring professional football players (the "Services").
For more detailed information on Ownic, its services, and its functionalities, please consult the website, whitepaper, and/or contact Ownic user help centre at the following E-mail: firstname.lastname@example.org.
By accessing Ownic and using the Services, you ("you" and, together with all persons accessing Ownic and using the Services, collectively, the "Users") signify that you have read, understand, and agree to be bound by these terms and conditions (the "Terms and Conditions"). If you are not willing to be bound by each and every term or condition, or if any representation made herein by you is not true, you may not use, may not access, and must cease using Ownic and Services.
We reserve the right to amend these Terms and Conditions at any time without notice to you, but we will use reasonable efforts to publish each amendment before or after such amendment becomes effective. We will ensure that the latest, fully amended version of these Terms and Conditions is published. You are responsible for regularly reviewing the Terms and Conditions to obtain timely notice of such amendments. If you continue to access Ownic and use the Services after the effective date of each amendment, you will be conclusively deemed to have accepted such an amended version of these Terms and Conditions.
NEBULA AND ITS AFFILIATES ARE NOT A WALLET PROVIDER, EXCHANGE, BROKER, FINANCIAL INSTITUTION, OR CREDITOR. NEBULA ONLY PROVIDES SERVICES AS DESCRIBED IN THIS TERMS AND CONDITIONS; IN ORDER TO USE OUR SERVICE, YOU MUST USE A THIRD-PARTY WALLET THAT ALLOWS YOU TO ENGAGE IN TRANSACTIONS ON BLOCKCHAINS.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE, BUT ARE NOT LIMITED TO, VARIOUS LIMITATIONS AND EXCLUSIONS AND INDEMNITIES.
ANY PURCHASE OR SALE OF ANY PRODUCTS OF OWNIC, INCLUDING BUT NOT LIMITED TO THE DYNAMIC CARDSS THAT YOU MAKE, ACCEPT OR FACILITATE, WILL BE ENTIRELY AT YOUR RISK.
WE DO NOT CONTROL OR ENDORSE PURCHASES OR SALES OF ANY PRODUCTS OR SERVICES, INCLUDING DYNAMIC CARDS, OUTSIDE OF OWNIC. WE EXPRESSLY DENY ANY OBLIGATION TO INDEMNIFY YOU OR HOLD YOU HARMLESS FOR ANY LOSSES YOU MAY INCUR BY TRANSACTING OR FACILITATING TRANSACTIONS OUTSIDE OF OWNIC.
1. Ownic Account
To get access to Ownic and the Services, you will need a blockchain address and a third-party wallet that will serve as a basis for the creation of your account ("Account"). While providing Services, your Account will be associated with the blockchain address provided by you. However, if you want to add some flair to your Account, you can add additional information, such as an email, name, etc., to your Account. By linking your blockchain address, you affirm and agree that:
(i) You are at least 18 years old;
(ii) You will not give access to or do anything which would assist anyone who is not a registered user to gain access to any area of Ownic;
(iii) You will not create an Account for the purpose of abusing the functionality of Ownic or other users; and
(iv) Accept these Terms and Conditions.
Your Account on Ownic will be associated with your linked blockchain address and display the Dynamic Cards for that blockchain address (and, if applicable, any content associated with such Dynamic Cards). By using your wallet in connection with the Service, you agree that you are using that wallet under the terms and conditions of the applicable provisions of the wallet. Wallets are not operated by, maintained by, or affiliated with Nebula and/or Ownic, and Nebula does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. Nebula accepts no responsibility for, or liability to you, in connection with your use of a wallet and makes no representations or warranties regarding how the Service will operate with any specific wallet. You are solely responsible for keeping your wallet secure, and you should never share your wallet credentials or seed phrase with anyone. If you discover an issue related to your wallet, please contact your wallet provider. Likewise, you are solely responsible for your Account and any associated wallet, and we are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or wallet being compromised. You agree to immediately notify us if you discover or otherwise suspect any security issues related to the Service or your Account (our contact information is given in Clause 8).
2. Acquisition of Dynamic Card(s)
Ownic allows registered Users to acquire, collect, showcase, exchange, and play the digital cards featuring a professional football player available within the Service and the Dynamic Cards linked to such digital cards.
(a) Single Release
Initially, Dynamic Cards are issued and created by Nebula by taking into account predefined categories, which determine the rarity of the Dynamic Card and are based on the real-life performances and statistics of the relevant players. While we take all commercially reasonable endeavours, we expressly deny any obligation to keep the Dynamic Card data and statistics up to date or accurate to the real-life data or statistics.
(b) Open Pack
We may issue and create multiple Dynamic Cards at the same time and combine it together as a pack (the "Open Pack"). The exact contents of the Open Packs remain unannounced until the purchase by the User. We reserve the right to modify Dynamic Cards, types, prices, and numbers of Open Packs available at Ownic.
Dynamic Cards and Open Packs can be purchased by the Users from Ownic using the Services rendered by Nebula. Before actual purchase, Users are not aware of the specifications of Open Packs, they are revealed only after the successful purchase by the User.
Nebula may, at its own discretion, decide to authorise certain Users, chosen at its own discretion ("Whitelisters"), and grant them access to purchase certain Dynamic Cards and/or Open Packs. Whitelisters will be exclusively able to participate in the pre-sale organised by Nebula and purchase certain Dynamic Cards and/or Open Packs according to the appropriate terms and rules provided to the Whitelisters by Nebula. Notwithstanding anything contrary, Whitelisters are able to participate in the pre-sale only if they accept and agree to the appropriate terms and rules provided to them by Nebula and in these Terms and Conditions.
Any payments or financial transactions that you engage in via Ownic will be conducted solely through the applicable provider of the wallet. Nebula has no control over these payments or transactions, nor does it have the ability to reverse any payments or transactions. Nebula has no liability to any User or to any third party for any claims or damages that may arise as a result of any payments or transactions that such User engages in via Ownic or any other payment or transactions that User conduct via the applicable provider of the wallet. While you may deposit fiat through Nebula to fill your wallet, you are not making any direct payment to Nebula or any of its affiliates, and we do not process any payment. Nebula reserves the right to modify the display of the payment and/or purchase process, and it shall in no way be considered as a process of payment by Nebula or any of its Affiliates.
Any purchase of the Dynamic Card and/or Open Pack can solely be made using the currency Polygon (MATIC); accordingly, prices for such Dynamic Cards and/or Open Packs will be displayed on Ownic in MATIC and in EUR, respectively. Conversion of MATIC to EUR will be based on the conversion rate of coinmarketcap.com, which will be updated every 10 minutes. While we take all commercially reasonable endeavours, we expressly deny any obligation to keep the conversion rates up to date or accurate to the real-life data.
User shall be solely responsible for paying any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority associated with the use of Services, purchase of Dynamic Cards and/or interaction with Ownic, as the case may be.
BY PURCHASING DYNAMIC CARDS AND/OR OPEN PACKS, YOU EXPRESSLY WAIVE YOUR RIGHT OF WITHDRAWAL OR REFUND.
3. Copyright and Licenses
3.1 Nebula, its licensors and other third parties, as applicable, reserve all copyright, exploitation rights, and other intellectual property rights in and to Ownic, Dynamic Cards and other Ownic content (including, without limitation, designs, systems, methods, information, computer code, software, services, "look and feel", organisation, compilation of the content, code, data) and the selection and arrangement of such content and all other information relating to Ownic and Dynamic Cards (collectively "Content").
3.2 The Content may not be duplicated, reproduced, copied, distributed, published, rented, licensed, granted, presented, publicly transmitted, made available to the public, reworked, modified, converted, or otherwise used without the prior written consent of Nebula or the applicable rights holder, as applicable, or as otherwise permitted by applicable law.
3.3 Subject to compliance with these Terms and Conditions, the User is authorised, on a non-exclusive basis, to use and display the Content associated with the Dynamic Cards that he/she legitimately owns for personal and non-commercial purposes only.
3.4 The Content associated with the Dynamic Cards represents the rights of third parties that we exploit under licenses granted by the holders of such rights. All contractual provisions between us and the holders of these rights are enforceable against you. The Content associated with the Dynamic Cards may be subject to additional restrictions in order to ensure compliance with the license granted by the owner of the relevant rights. You expressly agree to comply with all such restrictions from the date of our e-mail notification of such restrictions by us, failure to do so will be deemed as a breach of these Terms and Conditions.
3.5 We will use reasonable endeavours to obtain all necessary licenses from third parties for the Content associated with the Dynamic Cards, but we do not warrant or guarantee (1) that we will obtain and/or maintain a such license or (2) such obtained licenses will not be suspended, cancelled or terminated.
3.6 Ownic may contain links to third-party Content on websites operated by parties other than Nebula or you ("Third Party Websites"). We are under no obligation to verify the accuracy of the contents on Third Party Websites, and we do not endorse, warrant, promote or recommend any services or products that may be offered by or accessed through such Third Party Websites or the operators of them.
4.1 The User has the right to terminate these terms and Conditions at any time by requesting the cancellation of his/her account with us. The cancellation process and steps will be defined by us and provided to the User after his/her request.
4.2 We have full right to terminate these Terms and Conditions unilaterally for any reason and, in our sole discretion, suspend the Services without providing any notice to you. You agree that any suspension or termination of your access to Ownic and/or Services 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.
4.3 Except as set forth in paragraph 4.4 below, once User account will be cancelled, User will have 5 business days to organize withdraw and transfer of all Dynamic Cards and/or funds owned by him/her from the account.
4.4 If we terminate these Terms or suspend or terminate your access to or use of Ownic and/or the Services due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity (including, without limitation, if you are identified as a sanctioned or restricted party under the Lists of Restricted Parties (as defined below)), then termination of these Terms and Conditions will be in addition to any other remedies we may have at law or in equity.
4.5 We maintain full custody of the Dynamic Cards, digital assets, funds, and User data/information, in case cancellation, was caused by fraud investigations, investigations of violation of law, or violation of these Terms and Conditions.
4.6 Notwithstanding anything in these Terms and Conditions or implied by the applicable law to the contrary, all the relevant provisions of these Terms and Conditions continue to apply and shall survive the cancellation or expiration of these Terms and Conditions, howsoever arising, as long as any User holds, uses and/or has other interaction with Dynamic Cards and/or Services.
4.7 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.
5. Disclaimer and Limitation of liability
5.1 ALL USE OF OWNIC AND SERVICES PROVIDED BY US IS AT YOUR OWN RISK.
5.2 OWNIC AND SERVICES MAY CONTAIN LINKS TO OTHER WEBSITES, WHICH ARE PROVIDED SOLELY AS A CONVENIENCE TO YOU AND THE INCLUSION OF ANY SUCH LINK DOES NOT IMPLY ENDORSEMENT, INVESTIGATION OR VERIFICATION BY US OF SUCH WEBSITES OR THE INFORMATION CONTAINED THEREIN.
5.3 OWNIC AND SERVICES ARE PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NEBULA, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APP AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, NEBULA PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT OWNIC AND THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR ERROR-FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
5.4 WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF ANY BLOCKCHAIN 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 FLOW NETWORK, OR ANY ELECTRONIC WALLET. WE HAVE NO CONTROL OVER THE BLOCKCHAIN NETWORK AND SHALL NOT BE LIABLE FOR ANY LOSSES ARISING FROM THE BLOCKCHAIN.
5.5 NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, IN NO EVENT WILL WE, OUR AFFILIATES, OR OUR CONTROLLING PARTIES, AGENTS, EMPLOYEES, SUPPLIERS, RESELLERS AND DISTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES OR LOSSES WHATSOEVER, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OPPORTUNITY, EARNINGS, USE OR DATA, ARISING DIRECTLY OR INDIRECTLY FROM OR RELATED TO THESE TERMS AND CONDITIONS OR THE USE, OR NON-USE OF OWNIC AND/OR THE SERVICES, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF ONE OR MORE OF US HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, INCLUDING DAMAGES OR LOSSES ARISING FROM OR IN ANY WAY RELATED TO THE FOLLOWING: (i) ANY LOSS OR DAMAGE TO DATA ARISING DIRECTLY OR INDIRECTLY OUT OF USE OR NON-USE OF OWNIC AND/OR THE SERVICES; (ii) DELAYS, ERRORS, INTERRUPTIONS, MISTAKES, OMISSIONS, NON-DELIVERY, INCORRECT DELIVERY, OR DEFECTS ON OR RELATED TO OWNIC AND/OR THE SERVICES. WITHOUT RESTRICTING THE FOREGOING, IF CIRCUMSTANCES ARISE IN WHICH YOU OR ANOTHER PARTY IS ENTITLED TO RECOVER DAMAGES FROM ONE OR MORE OF US, THE AGGREGATE LIABILITY OF US FOR DAMAGES IS LIMITED TO THE AMOUNT PAID TO US BY THE USER DURING THE LAST SIX-MONTH PERIOD.
6.1 You agree to indemnify, defend and hold harmless Nebula and its officers, directors, employees, agents, affiliates and successors from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of Ownic, Services or your breach of these Terms and Conditions. Furthermore, you agree that we assume no responsibility for the content you submit or make available through Ownic and the Services.
8. Communication Between Us
8.1 If you wish to contact Nebula in writing, or if any condition in these Terms and Conditions requires you to give us notice in writing, you can send this to us by e-mail or by pre-paid post to Nebula LLC at N37 Chavchavadze Ave., Tbilisi, Georgia, ZIP code: 0162 or to email@example.com.
8.2 If we have to contact you or give you notice in writing, we will do so by e-mail to the address you provide to us in your registration for Ownic.
We may at any time assign our rights and obligations under these Terms and Conditions, in whole or in part, without notice to you. You may not assign these Terms and Conditions without our prior, written consent. These Terms and Conditions will inure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.
If any provision of These Terms and Conditions is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term, and all other provisions of These Terms and Conditions will continue in full force and effect.
9.3 Governing Law & Jurisdiction
These Terms and Conditions and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation disputes or claims) are governed by and construed in accordance with the laws of Georgia. Any dispute, controversy, or claim arising out of or relating to These Terms and Conditions, or the breach, termination, or invalidity thereof, shall be referred to and finally resolved by the Tbilisi City Court in Georgia.
9.4 Entire Agreement
These Terms and Conditions constitutes the entire agreement between you and Nebula with respect to Ownic and Services and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, with respect to Ownic or Services.
9.5 Restricted Parties
You expressly agree not to engage with entities or persons identified on, or owned or controlled by entities or persons identified on, any applicable governmental list of denied or restricted parties, including but not limited to the EU Consolidated List of Designated Parties, maintained by the European Union; the Consolidated List of Assets Freeze Targets, maintained by HM Treasury (U.K.); the UN Consolidated List, maintained by the UN Security Council Committee; and the various restricted-party lists and measures maintained by the U.S. Departments of Commerce, State and Treasury, including the List of Specially Designated Nationals and Blocked Persons, the Denied person List, the Unverified List, the Entity List, the Debarred List, and the nonproliferation sanctions lists (collectively, "Lists of Restricted Parties"). It is your responsibility to ensure that you are not engaging with entities or persons subject to trade restrictions and make routine checks of the updated Lists of Restricted Parties.
These Terms and Conditions and related materials are issued in English, and they can be translated into another language for reference purposes only. No assurance can be made as to the accuracy and completeness of any translations. In the event of conflict or ambiguity between the English version of these Terms and Conditions and translated versions of it the English language versions shall prevail.