Starsight Labs Terms and Conditions & Intellectual Property Disclaimers
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SITE. THESE TERMS GOVERN YOUR USE OF THE SITE, AND ANY PURCHASES YOU MAKE, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. WE ARE ONLY WILLING TO MAKE THE SITE AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING THE SITE, YOU ARE CONFIRMING 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 SITE AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SITE.
By accessing the Website, you agree to abide by these Terms and to comply with all applicable laws and regulations. We reserve the right to review and amend any of these Terms at our sole discretion and update this page from time to time. Any change to these Terms will take effect immediately from the date of publication. If you do not agree with these Terms, you are prohibited from using or accessing our Website or using any other services provided by us.
These Digital Collectible Terms ("Terms") set forth the terms and conditions applicable to certain Digital Collectibles (as defined below) made available through the Aegir Tactics website ("Website") operated by Starsight Labs Ltd. ("Starsight Labs"). By acquiring any non-fungible blockchain-based digital token ("NFT") associated with Third Party Content (as defined below) through the Website or by subsequently acquiring any such NFT from any previous owner of the NFT, you agree to be bound by these Terms.
1. Starsight Labs' Digital Assets
- Each legend asset allows holders to play as that legend in Aegir Tactics on the Website, with illustration referenced by the asset and with the deck referenced by the "class" in the metadata.
- Premium card assets allow holders to use premium versions of the cards referenced by the token while playing Aegir Tactics. Premium card assets don't unlock legends or their decks for play and are purely cosmetic in-game.
- Legend tokens and premium card tokens allow users to participate in reward programs offered via the Website or in-game.
- Legend tokens and premium card tokens have fixed supply caps and will not be minted again in future.
2. Each NFT made available by Starsight Labs through the Website is associated with certain digital works of authorship or other content, whether or not copyrighted or copyrightable, and regardless of the format in which any of the foregoing is made available ("Related Content"). Related Content is separate from the associated NFT, and is not sold or otherwise transferred to you but is instead licensed to you as set forth in these Terms. A "Digital Collectible" consists of the applicable NFT originally acquired through the Website and the license rights granted pursuant to these Terms for the Related Content.
3. You acknowledge and agree that, unless otherwise stated, we (or, as applicable, our licensors) own all legal right, title and interest in and to all elements of the Site, and all intellectual property rights therein. The visual interfaces, graphics (including, without limitation, all art and drawings associated with the), design, systems, methods, information, computer code, software, services, "look and feel", organization, compilation of the content, code, data, and all other elements of the Site (collectively, the "Starsight Labs Materials") are owned by Starsight Labs, and are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Starsight Labs Materials are the copyrighted property of Starsight Labs or its licensors, and all trademarks, service marks, and trade names contained in the Starsight Labs Materials are proprietary to Starsight Labs or its licensors. Except as expressly set forth herein, your use of the Site does not grant you ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through the Site. We reserve all rights in and to the Starsight Labs Materials not expressly granted to you in the Terms. For the sake of clarity, you understand and agree: (i) that your "purchase" of a digital asset or other item, whether via the Site or otherwise, does not give you any rights or licenses in or to the Starsight Labs Materials (including, without limitation, our copyright in and to the art and drawings associated with that digital asset or the associated assets unlocked through it) other than those expressly contained in these Terms; and (ii) that you do not have the right to reproduce, distribute, or otherwise commercialize any elements of the Starsight Labs Materials (including, without limitation, our copyright in and to the art and drawings associated with that Card Pack or Card) in any way without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion.
4. These Terms apply when any of the Related Content for a particular NFT is owned, in whole or in part, by a third party ("Third Party Content"). The description on the Website of the applicable NFT or Digital Collectible will include information about whether the Related Content for that particular NFT or Digital Collectible includes any Third Party Content. Certain Third Party Content may also be subject to Additional Terms as described in Section 18. If all Related Content for that NFT or Digital Collectible is owned by Starsight Labs, different terms will apply.
5. The licenses granted pursuant to these Terms are granted by any third party identified in the Digital Collectible description as an owner of any Third Party Content, and by Starsight Labs for any Related Content owned by Starsight Labs (as applicable, the "Rights Owner"). Subject to your compliance with these Terms (including any Additional Terms, as defined in Section 18 below), for as long as you own the applicable NFT, the Rights Owners grant you a limited, personal, non-exclusive, non-sublicensable, worldwide license under any copyright owned by the Rights Owners in any Related Content to display and perform the Related Content for personal, non-commercial use.
6. Section 3 sets forth all of your license rights hereunder with respect to any Related Content. There are no other license rights, whether express or implied, with respect to any of the Related Content or any derivative works thereof, and no license rights are granted under any patent, trademark, trade secret or other intellectual property or proprietary right other than any copyright owned or controlled by any Rights Owner. This is true even if exercise of any license rights granted herein would be prevented, frustrated or impaired without such a license. Without limiting the foregoing, the licenses granted herein do not grant you the right to, and you will not, and you will not authorize, permit or assist any third party to:
- Exercise any of the license rights granted herein in any way that results in direct or indirect, compensation, financial benefit or commercial gain of any kind to you or any third party, whether currently realized or to be provided in the future and regardless of the nature thereof (whether monetary, conveyance of assets, in-kind products or services or other item or service of value);
- Copy any Related Content (other than temporary copies stored in short term memory on your device for purposes of displaying or performing the Related Content on your device) or store the Related Content on any device or computer owned or controlled by you;
- Modify or create any derivative work of any Related Content;
- Delete, remove or obscure any trademark notice, copyright notice or other intellectual property notice in any Related Content;
- Exercise any license rights herein to create, endorse, support, promote or condone any content, material or speech that is defamatory, obscene, pornographic, indecent, abusive, offensive, harassing, violent, hateful, racist, discriminatory, inflammatory or otherwise objectionable or inappropriate as determined by Starsight Labs at its discretion;
- Reverse engineer, decompile or attempt to discover the source code for any NFT or Related Content except to the extent that applicable law permits you to do so notwithstanding this prohibition; or
- Use any Related Content in any manner not expressly authorized herein or exercise any license rights herein in any manner that violates applicable law.
7. The Rights Owners retain all right, title and interest in the Related Content and all copyright or other intellectual property rights in any Related Content. Except for the license rights expressly granted in Section 3, above, you do not have and will not have any right, title or interest in or to any Related Content. Without limiting the foregoing, the Related Content may include trade names, brands, logos, trademarks, names, likenesses, images or other personal characteristics of persons or characters ("Embedded IP"). Your use of such Embedded IP is limited to use in connection with the exercise of your license rights under these Terms and subject to all limitations set forth herein and any other restrictions that Starsight Labs may inform you of in the future. You may not use any such Embedded IP in connection with any business, product or service, or in any manner that may imply endorsement of any business, message, product or service, or that is likely to cause confusion or dilute, blur or tarnish such Embedded IP. All use of such Embedded IP, including any goodwill generated by such use, will inure to the benefit of the applicable Rights Owner.
8. You will not create, sell or attempt to create or sell, fractionalized interests in the NFT or the Digital Collectible, or separate, unlink or decouple the Related Content from the NFT with which it is associated.
9. To the extent that you are not prohibited from doing so by any other terms or conditions applicable to a particular NFT or Digital Collectible, you may transfer the NFT to a third party, provided that the following conditions are met:
- Such transfer is conducted through a marketplace or other platform that cryptographically verifies that you are the actual owner of the applicable NFT;
- Such transfer must comply with (i) any applicable terms of the marketplace or other platform on which such sale or other transfer takes place and (ii) any applicable laws, regulations, regulatory guidance, and rules;
- Prior to such sale or other transfer, you must (i) provide written notice to the would-be transferee that such transferee's exercise of the license rights included as part of the Digital Collectible will be conditional upon such transferee agreeing to be bound by these Terms, and (ii) ensure that such transferee is provided with an opportunity to review these Terms; and
- After such transfer, your right to display and perform the Related Content and all other license rights under these Terms will immediately terminate (without the requirement of notice).
10. When you make purchases through Starsight Labs, including, without limitation, any purchase for NFTs, you represent and warrant that you are authorized to use the payment method you use via our platform to make any purchase. You authorize us to charge your payment method for the total amount of your purchase price. Your order may be suspended or cancelled for any reason, including if the payment method cannot be verified, is invalid or is otherwise not acceptable. 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 our platform, or any other payment or transactions that you conduct via the platform. 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 associated with your use of the NFTs, except for income taxes levied on us as a result of such purchases of NFTs.
11. THE DIGITAL COLLECTIBLE IS INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY. IT IS NOT A "SECURITY," AS DEFINED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY U.S. STATE.
12. From time to time at their discretion, Starsight Labs or third parties may make additional content, physical items or other benefits available to the holder of the applicable NFT (any of the foregoing, an "Additional Benefit"). None of Starsight Labs or any third party has any obligation to inform you of, or to provide you with, any Additional Benefit, and you should therefore not expect any Additional Benefit when acquiring an NFT. It will be your responsibility to keep yourself apprised of the availability of any Additional Benefit and to take the necessary steps to apply for or collect any Additional Benefit. The terms and conditions applicable to any Additional Benefit will be set forth in the information or materials provided with the additional Benefit. Except to the extent set forth in such information or materials which shall supersede and govern over any conflicting or inconsistent provisions in these Terms, any digital works of authorship made available by Starsight Labs as an Additional Benefit will be licensed on the same terms set forth herein for, and will otherwise be treated as, Related Content. Any physical item provided as an Additional Benefit is not part of the Related Content and, except as otherwise provided in any separate terms and conditions applicable to the Additional Benefit, you will not have any license rights under any intellectual property rights in or to any such physical item.
13. Starsight Labs will have no responsibility or liability, and you hereby waive and release any and all claims, arising out of or in connection with
- Any blockchain or related technology,
- Any digital wallet, MetaMask technology, similar technology or related service,
- The transfer or loss of any NFT or the inability to demonstrate ownership or control of any NFT,
- Any marketplace or other platform for buying, selling or transferring any NFT other than the Website,
- Any platform or service provided by any third party or any technology related thereto,
- Any Additional Benefit provided by any third party, or any terms or conditions applicable to any such Additional Benefit,
- Any computer, server, network device or other hardware or any Internet service provider or other telecommunications service or hardware, or
- Any other service, equipment, technology or network or data transfer infrastructure not owned and controlled by Starsight Labs.
14. Any purchase or sale you make, accept or facilitate outside of the platform of an NFT will be entirely at your risk. You acknowledge that you have obtained sufficient information to make an informed decision to purchase an NFT, including carefully reviewing the code of the smart contract and the NFT and fully understand and accept the functions of the same. We do not control or endorse purchases or sales of NFTs outside of the platform. We expressly deny and disclaim any liability to you and deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions, in NFTs outside of the NFT Marketplace. Certain parts of the platform may display, include or make available content, data, information, applications or materials from third parties ("Third Party Materials"). By using the platform, you acknowledge and agree that Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials, or for any other materials, products, or services of third parties. You accept and acknowledge each of the following:
- The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your digital assets or other items, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of digital assets or other items will not lose money.
- You are solely responsible for determining what, if any, taxes apply to your Starsight Labs-related transactions. Starsight Labs is not responsible for determining the taxes that apply to your transactions on the Site, or any blockchain.
- There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that Starsight Labs will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the site, however caused.
- A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the Starsight Labs ecosystem, and therefore the potential utility or value of Starsight Labs digital assets or other items.
- The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Starsight Labs ecosystem, and therefore the potential utility or value of Cards and other items.
15. You will indemnify and hold harmless, and at Starsight Labs's request defend, Starsight Labs and the Rights Owners from and against any and all claims, demands, liabilities, damages, penalties, fines, taxes, costs and expenses (including without limitation reasonable attorneys' fees and court costs) arising out of or in connection with
- Any breach of these Terms (including any Additional Terms, as defined in Section 18 below) or unauthorized use of any Related Content,
- Your ownership or transfer of any NFT, or
- Exercise of any license rights hereunder by you.
16. STARSIGHT LABS AND THE RIGHTS OWNERS MAKE DIGITAL COLLECTIBLES, NFTS AND RELATED CONTENT, AS WELL AS ANY ADDITIONAL BENEFIT THAT ANY OF THEM OR ANY THIRD PARTY MAY PROVIDE, AVAILABLE "AS IS", "WHERE IS" AND EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE.
17. IN NO EVENT WILL STARSIGHT LABS OR ANY RIGHTS OWNERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KIND OR FOR ANY SPECIAL, PUNITIVE OR SIMILAR DAMAGES.
18. THE MAXIMUM AGGREGATE LIABILITY OF STARSIGHT LABS AND THE RIGHTS OWNERS FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE $100.
19. In addition to any other rights and remedies to which Starsight Labs may be entitled under contract, at law or in equity, if you breach any of your obligations under these Terms, your right to display and perform the Related Content will immediately terminate without any requirement of notice. Upon termination of your license rights you will immediately cease all use of any Related Content. Starsight Labs may disable MetaMask or similar functionality for the affected Related Content, prohibit any platform or service from retrieving or rendering any such Related Content in connection with the services they provide and take other steps to prevent unauthorized use of any Related Content. Starsight Labs will have no obligation or liability to you for any such actions and you will not interfere with, or seek to prevent, any such actions.
20. These Terms supplement any additional terms and conditions in any information or materials provided with any Related Content or Additional Benefit ("Additional Terms"). In the event of any conflict or inconsistency between these Terms and any Additional Terms, the Additional Terms will supersede and govern. These Terms and any Additional Terms constitute the entire agreement between you and Starsight Labs with respect to the subject matter hereof, and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and Starsight Labs relating to the NFT, Related Content or Digital Collectible.
21. These Terms will be construed in accordance with the laws of the British Virgin Islands as applied to contracts made and performed entirely therein, and without regard to conflicts of laws principles to the contrary. All disputes relating to these Terms will be brought solely in the British Virgin Islands and you hereby consent to the exclusive jurisdiction of such courts and waive any defense of forum non conveniens. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY IN CONNECTION WITH THESE TERMS.
22. These Terms do not, and may not be construed to, create any partnership, joint venture or agency between you and Starsight Labs. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be enforced to the maximum extent permitted by law and otherwise deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. The failure of Starsight Labs to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of Starsight Labs's right to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather, the same will be and remain in full force and effect. You may not assign, transfer or otherwise dispose of these Terms (including any rights or obligations hereunder), and any purported assignment, transfer or other disposition will be null and void.