1. ACQUIRING GALACTIC NFTS
A: PURCHASING GALACTIC NFTs
You can purchase GALACTIC NFTs on the openGalaxy Platform (the "Source") or from other platform marketplaces (OpenSea.io). We reserve the right to modify the types, prices, and numbers of GALACTIC NFTs available at our discretion.
B: EARNING GALACTIC NFTs
You may be able to earn GALACTIC NFTs for free by participating in game play, in certain challenges, or purchasing certain assets, or by completing certain in-Platform tasks that we may make generally available from time to time.
C: QUALITIES OF GALACTIC NFTs
GALACTIC NFTs include content from our IP Partners. Each GALACTIC NFT has a defined set of qualities which help determine the value of the GALACTIC NFT. As a collectible, the value of each GALACTIC NFT is inherently subjective, in the same way it is for any other collectible. Each GALACTIC NFT has no inherent or intrinsic value. Any purchase or sale you make, accept or facilitate outside of the Platform of GALACTIC NFTs will be entirely at your risk. We do not control purchases or sales of GALACTIC NFTs outside of the Platform or on other platform marketplaces. We expressly deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions, in GALACTIC NFTs outside of the Platform.
A: FINACIAL TRANSACTIONS ON PLATFORM
Any payments or financial transactions that you engage in via the Platform will be conducted solely through the Polygon Network. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Platform, or any other payment or transactions that you conduct via the Polygon Network. We do not provide refunds for any purchases that you might make on or through the Platform – whether for GALACTIC NFTs or anything else
3. OWNERSHIP, LICENSE, AND OWNERSHIP RESTRICTIONS
Your ownership of GALACTIC NFTs will only be recognized by us if you have purchased or otherwise rightfully acquired such GALACTIC NFTs from a legitimate source and not through any of the Class 2 prohibited activities (as defined below).
For the purposes of this Section 3, the following terms will have the following meanings:
"Art" means any art, design, and drawings (in any form or media, including, without limitation, video or photographs) that may be associated with a GALACTIC NFT that you Own.
"Own" means, with respect to a GALACTIC NFT, a GALACTIC NFT that you have purchased or otherwise rightfully acquired from a legitimate source and not through any of the Class 2 Prohibited Activities (as defined below), where proof of such purchase is recorded on the Polygon Network and verified on the openGalaxy.
"Purchased GALACTIC NFT" means a GALACTIC NFT that you Own.
"Third Party IP" means any third-party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
A: OWNERSHIP of GALACTIC NFT
Because each GALACTIC NFT is an NFT on the Polygon Network, when you purchase a GALACTIC NFT in accordance with these Terms (and not through any of the Class 2 Prohibited Activities), you own the underlying NFT completely. This means that you have the right to swap your GALACTIC NFT, sell it, or give it away. Ownership of the GALACTIC NFT is mediated entirely by the Polygon Network. Except as otherwise permitted by these Terms in cases where we determine that the GALACTIC NFT has not been rightfully acquired from a legitimate source (including, without limitation, through any of the Class 2 Prohibited Activities), at no point will we seize, freeze, or otherwise modify the ownership of any GALACTIC NFT.
B: PLATFORM OWNERSHIP
You acknowledge and agree that we (or, as applicable, our licensors) own all legal right, title and interest in and to all other elements of the Platform, and all intellectual property rights therein (including, without limitation, all Art, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Platform (collectively, the "Platform Materials")). You acknowledge that the Platform Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Platform Materials are the copyrighted property of us or our licensors, and all trademarks, service marks, and trade names associated with the Platform or otherwise contained in the Platform Materials are proprietary to us or our licensors.
C: ADDITIONAL OWNERSHIP ACKNOWLEDGEMENTS
For the sake of clarity, you understand and agree that:
a) Your purchase of a GALACTIC NFT, whether via the Platform or otherwise, does not give you any rights or licenses in or to the Platform Materials (including, without limitation, our copyright in and to the associated Art) other than those expressly contained in these Terms;
b) You do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialize any elements of the Platform Materials (including, without limitation, any Art) without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and
c) You will not apply for, register, or otherwise use or attempt to use any of our trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.
D: User License to Art
Subject to your continued compliance with these NFT Terms, we grant you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Art for your Purchased GALACTIC NFTs, solely for the following purposes:
a) Your own personal, non-commercial use (other on the Platform);
b) As part of a marketplace that permits the purchase and sale of your purchased GALACTIC NFTs, provided that the marketplace cryptographically verifies each GALACTIC NFT owner&atos;s rights to display the Art for their Purchased GALACTIC NFT to ensure that only the actual owner can display the Art; or
c) As part of a third-party website or application that permits the inclusion, involvement, or participation of your purchased GALACTIC NFT, provided that the website/application cryptographically verifies each GALACTIC NFT&atos;s owner&atos;s rights to display the Art for their purchased GALACTIC NFT to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the purchased GALACTIC NFT leaves the website/application.
E: OWNERSHIP RESTRICTIONS
You agree that you may not, nor permit any third-party to do or attempt to do any of the foregoing, without our (or, as applicable, our licensors&atos;) express prior written consent in each case:
a) modify the Art for your Purchased GALACTIC NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes unless through the platform modification tools;
b) use the Art for your purchased GALACTIC NFT to advertise, market, or sell any third-party product or service;
c) use the Art for your purchased GALACTIC NFT in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;
d) use the Art for your purchased GALACTIC NFT in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms or solely for your own personal, non-commercial use;
e) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for your purchased GALACTIC NFT;
f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your purchased GALACTIC NFT; or
g) otherwise utilize the Art for your purchased GALACTIC NFT for your or any third party&atos;s commercial benefit.
F: THIRD PARTY IP
If the Art associated with your purchased GALACTIC NFT contains Third Party IP (e.g., licensed intellectual property from one of our IP Partners), you understand and agree as follows:
a) that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein;
b) that, depending on the nature of the license granted from the owner of the Third Party IP, we may need to (and reserve every right to) pass through additional restrictions on your ability to use the Art; and
c) to the extent that we inform you of such additional restrictions in writing, you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of the license contained in this Section 3.
G: OTHER LICENSING TERMS
The license granted in Section 3(d) above applies only to the extent that you continue to Own the applicable purchased GALACTIC NFT. If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your Purchased GALACTIC NFT for any reason, the license granted in Section 3(d) will immediately expire with respect to that GALACTIC NFT without the requirement of notice, and you will have no further rights in or to the Art for that GALACTIC NFT. All restrictions will survive the expiration or termination of these Terms
4. CONDITIONS OF USE AND PROHIBITED ACTIVITIES
You agree that you are responsible for your own conduct while accessing or using the Platform, and for any consequences thereof. You agree to use the Platform only for purposes that are legal, proper and in accordance with these terms and any applicable laws or regulations.
A: USER WARRANTIES
Without limiting the foregoing, you warrant and agree that your use of the Platform will not (and will not allow any third party to):
a) CLASS 1: in any manner:
- involve the sending, uploading, distributing or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;
- involve the distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
- involve the uploading, posting, transmitting or otherwise making available through the Platform any content that infringes the intellectual proprietary rights of any party;
- involve using the Platform to violate the legal rights (such as rights of privacy and publicity) of others;
- involve engaging in, promoting, or encouraging illegal activity (including, without limitation, money laundering);
- involve interfering with other users&atos; enjoyment of the Platform;
- involve exploiting the Platform for any unauthorized commercial purpose;
- involve modifying, adapting, translating, or reverse engineering any portion of the Platform;
- involve removing any copyright, trademark or other proprietary rights notices contained in or on the Platform or any part of it;
- involve reformatting or framing any portion of the Platform;
- involve displaying any content on the Platform that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;
- involve using any spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect information about its users for any unauthorized purpose;
- involve accessing or using the Platform for the purpose of creating a product or service that is competitive with any of our products or services;
- involve abusing, harassing, or threatening another user of the Platform or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers (including, without limitation, filing support tickets with false information, sending excessive emails or support tickets, obstructing our employees from doing their jobs, refusing to follow the instructions of our employees, or publicly disparaging us by implying favoritism by our employees or otherwise); or
- involve using any abusive, defamatory, ethnically or racially offensive, harassing, harmful, hateful, obscene, offensive, sexually explicit, threatening or vulgar language when communicating with another user of the Platform or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers each, a "Class 1 Prohibited Activity"); and/or
b) CLASS 2: in any manner:
- i) involve creating user accounts by automated means or under false or fraudulent pretenses;
- ii) involve the impersonation of another person (via the use of an email address or otherwise);
- iii) involve using, employing, operating, or creating a computer program to simulate the human behavior of a user ("Bots");
- iv) involve using, employing, or operating Bots or other similar forms of automation to engage in any activity or transaction on the Platform (including, without limitation, purchases of Packs, or of GALACTIC NFTs on the Marketplace);
- v) involve acquiring GALACTIC NFTs through inappropriate or illegal means (including, among other things, using a stolen credit card, or a payment mechanism that you do not have the right to use, or purchasing a GALACTIC NFT and then attempting to charge the cost back to your payment method while still maintaining ownership or control of the GALACTIC NFT or selling, gifting or trading the GALACTIC NFT to someone else); o
- vi) involve the purchasing, selling or facilitating the purchase and sale of any user’s account(s) to other users or third parties for cash or cryptocurrency consideration outside of the Platform; or
- vii) otherwise involve or result in the wrongful seizure or receipt of any GALACTIC NFTs or other digital assets (each, a “Class 2 Prohibited Activity” and, together with Class 1 Prohibited Activity, the “Prohibited Activities”)
B: EFFECT OF YOUR BREACH
If you engage in any of the Prohibited Activities, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account and/or delete your GALACTIC NFTs&atos; images and descriptions from the Platform. If we delete your GALACTIC NFTs&atos; images and descriptions from the Platform, such deletion will not affect your ownership rights in any NFTs that you already Own, but you will not receive a refund of any amounts you paid for those GALACTIC NFTs.
Notwithstanding the foregoing, however, if we reasonably believe that you are engaged in any of the Class 2 Prohibited Activities, in addition to our right to immediately suspend or terminate your user account and/or delete your GALACTIC NFTs&atos; images and descriptions from the platform, we also reserve the right, at our sole and absolute discretion, without notice or liability to you, to take any or all of the following actions:
1. to deem any transaction that took place via or as the result of such activities to be void ab initio; and/or
2. to immediately confiscate any GALACTIC NFTs (including their underlying NFTs) that were purchased or acquired as the result of such activities