📄Axie Game Jam Terms and Conditions

These terms and conditions constitute a participation agreement which sets out your rights and obligations as a participant in Axie Game Jam (the “Jam”), a competition organized by Sky Mavis Pte. Ltd., a private limited company incorporated in Singapore (the “Company”).

Your participation in the Jam are subject to these terms (the "Terms") the Company’s rules and guidelines (“Guidelines”) for the Jam, which shall be provided directly to you by the Company through e-mail, or published on the Company’s Substack page at https://axie.substack.com/ or other websites (the “Sites”) and shall supplement and be incorporated by reference to these Terms. You further agree to be bound by and will conform with all Terms relating to the Jam as may be in force and amended by the Company from time to time.

Unless the Company expressly agrees to the contrary in writing, all of your dealings with Company, whether or not you get accepted to the Jam, will be on and subject to the Terms as well as any Terms of Use of Axie Infinity (https://axieinfinity.com/terms/) (the “Terms of Use”) in effect and as amended from time to time. By participating in the Jam, or using any of the Sites, you agree to be bound by the Terms, Guidelines and Terms of Use.

In these Terms, each of you and the Company shall hereinafter be referred to as a “Party”, and collectively, the “Parties”.

Please read the Terms set out herein carefully and the Sites before registering for the Jam to understand your eligibility, obligations and legal rights related to your participation in the Jam, including your consent to arbitration proceedings for any disputes. These Terms constitute the entire agreement between the Parties with respect to your registration and participation in the Jam (your “Registration” or, as the context requires, “Register” or “Registering”). These Terms contain the entire agreement and the understanding between the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) in relation to your Registration and participation in the Jam.

IF YOU HAVE REGISTERED FOR THE JAM YOU AGREE AND ACKNOWLEDGE, AND WILL BE DEEMED AS HAVING ACCEPTED UNCONDITIONALLY AND WITHOUT RESERVATION ALL OF THESE TERMS. IF YOU DO NOT AGREE WITH OR ACCEPT THESE TERMS, YOU SHALL NOT CONTINUE OR PROCEED WITH THE JAM AND YOUR REGISTRATION SHALL BE DEEMED TO BE NULL AND VOID. TO THE EXTENT PERMITTED BY LAW, THE COMPANY MAKES NO REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OR GUARANTEES WITH RESPECT TO THE JAM.

YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS AND YOU EXPRESSLY ACKNOWLEDGE AND REPRESENT THAT YOU HAVE CAREFULLY REVIEWED THESE TERMS AND FULLY UNDERSTAND THE RISKS, COSTS, AND BENEFITS OF PARTICIPATING IN THE JAM. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S). IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT PROCEED WITH PARTICIPATING IN THE JAM.

These Terms and the Guidelines are subject to amendments, modifications or supplements from the date hereof and thereafter without notice, from time to time in the Company’s sole and absolute discretion. The Company will endeavor to make prompt announcements related to any amendments, modifications or supplements to these Terms and the Guidelines on the Sites, and you agree that the Company has the absolute right in its sole discretion to effect such amendments, modifications or supplements to the Terms or the Guidelines. In the event of any inconsistency between these Terms and any other terms provided through email or on the Site, these Terms shall prevail.

The headings in these Terms are included for convenience only and shall not be taken into account in construing these Terms. References to “Paragraphs” are to be construed as references to the paragraphs of these Terms.

The Parties HEREBY AGREE as follows:

1. Introduction, Scope of Terms and Definitions

1.1 These Terms govern your Registration in the Jam.

1.2 No representations, warranties or undertakings are or are intended or purported to be given by the Company in respect of any information contained in or on:

(a) the Sites, the Company’s social media accounts, or other media channels used by the Company to publicly communicate (collectively, the “Channels”);

(b) any website or other social media channels directly or indirectly linked to the Channels; or

(c) any other information or document provided by the Company.

2. Eligibility for the Axie Game Jam & Prizes

2.1 Your Registration is governed by these Terms. If you do not accept these Terms, you shall not be eligible to Register and participate in the Jam.

2.2 You must (i) be an adult of 18 years old; or a company or other legal entity duly incorporated and in good legal standing, and you are legally able to enter into these Terms and participate in the Jam; (ii) not be domiciled in or a resident of, physically present or located in, or have business activities in jurisdictions in which your business activities under these Terms and/or receiving the Prizes (as defined below) are prohibited, restricted or unauthorized in any form or manner whether in full or in part under the laws, regulatory requirements or rules in such jurisdiction; (iv) not be domiciled in or a resident of, physically present or located in, or conduct business activities in or with counterparties located in jurisdictions that are identified by the Monetary Authority of Singapore as subject to economic or trade sanctions under regulations promulgated under the Monetary Authority of Singapore Act (Chapter 186) of Singapore, the United Nations Act (Chapter 339) of Singapore, the Terrorism (Suppression of Financing) Act (Chapter 325) of Singapore, or the Office of Financial Assets Control of the United States Department of the Treasury (collectively, the “Economic Sanctions Laws”); (v) it is in compliance with Economic Sanctions Laws; (v) be in compliance with Economic Sanctions Laws;. You shall not Register if there are applicable legal restrictions in your country of residence or domicile for entering into these Terms and the Jam. It is your sole responsibility to ensure that your Registration, your entry into of the Jam and these Terms and/or your receipt of the Prizes under the Jam are not prohibited, restricted, curtailed, hindered, impaired or otherwise adversely affected by any applicable law, regulation or rule in your country of residence or domicile.

2.3 The participants accepted to the Jam are not eligible to receive the Prizes from the Jam or from the Company if:

(a) any time after acceptance, they are or become domiciled in or resident of, or physically present / located in any of jurisdictions in which the Jam and/or receipt of the Prizes themselves are prohibited, restricted or unauthorized in any form or manner whether in full or in part under the laws, regulatory requirements or rules in such jurisdiction, or

(b) they are domiciled in or resident of, or physically present / located in jurisdictions that are identified as subject to economic or trade sanctions under the Economic Sanctions Laws.

2.4 The Company may require you to furnish such documents and information so as to prove your identity, status and/or eligibility for the Jam. The Company reserves the right, in its sole and absolute discretion, to reject your Registration or eligibility for the Prizes if you are unable to furnish such documents or information to the Company’s sole and absolute satisfaction.

2.5 Upon your successful Registration to the Company’s satisfaction in its sole and absolute discretion, you shall be notified of your admission to the Jam and your eligibility to participate in the Jam.

2.6 Determination of eligibility and compliance of these Terms is at the sole discretion of the Company. The Company reserves the right to disqualify any Registration, change the nature of any Prizes granted to participants and/or require the return of any Prizes if an entry or a participant does not comply with these Terms, in the event of any illegality by the participant or if compliance with any applicable law is required.

2.7 Employees of the Company or any of its subsidiary or related companies are not eligible to participate in the Jam.

3. Axie Gam Jam Rules & Prizes

3.1 Axie Gam Jam Rules

(a) The Axie Game Jam rules, including but not limited to, introduction, competition format, and submission forms for the Axie Game Jam shall initially be posted on https://hub.skymavis.com/axiejam2023 or another website as communicated by the Company (the “Rules”).

(b) You represent and warrant to the Company that you have all right, title and interest to the working application submitted under this Jam and that the working application is your own original work. If you are Registering on behalf of your team or organisation, you shall obtain all required corporate authorisations or all team members’ consents to bind your organisation or team to the terms and conditions of this Jam and provide evidence of such corporate authorisations or all team member’s consents upon request. Corporate or team participants shall appoint a representative for the receipt of any Prizes and the Company shall not be responsible for the subsequent use, allocation or application of a Prizes.

3.2 Prizes and Determination of the Prize Winners

(a) The Axie Game Jam prize structure and details about Jam prizes awarded to certain Jam participants shall be posted on https://hub.skymavis.com/axiejam2023 or another website as communicated by the Company (each a “Prize” and collectively the “Prizes”).

(b) All Prizes and determination of Prize winners shall be, subject to the Rules, at the Company’s sole and absolute discretion.

(c) The Prizes shall be transferred by the Company to the Prize winners following the (i) successful conclusion of the Jam, and (ii) receipt of valid invoices (if applicable) and payment requests from the Prize winners. The Company may make payment of the Prizes to the Prize winners by its own bank account, bank account of any third party, cash, crypto or any other method that the Company deems appropriate.

(d) Any statutory taxes, duties or levies as may be applicable from time to time, arising out of or in respect of any Prize shall be the obligation of and payable by the recipient of the respective Prize.

(e) The Prize winners or their legal heirs and assigns shall have no other rights or claims whatsoever against Company.

(f) In the event a Prize winner fails to claim a Prize within 30 days of notification of their entitlement to a Prize, the Company reserves the right to withdraw the Prize.

(g) All Prize winners will be required to sign and return to the Company a notice of eligibility, liability release, and other documents in order to claim the Prize. If a Prize winner cannot be contacted, fails to sign and return the notice of eligibility, liability release, and/or requested documents within the required time period, the Prize winner shall forfeit the Prize.

(h) Prize winners may be required to provide certain information to facilitate receipt of the Prize, including completing and submitting any tax or other forms necessary for compliance with applicable withholding and reporting requirements. Prize winners are also responsible for complying with foreign exchange and banking regulations in their respective jurisdictions and reporting the receipt of the Prizes to relevant government departments/agencies, if necessary. The Company reserves the right to withhold a portion of the Prize amount to comply with the tax laws of any jurisdiction.

3.3 Partnership after Conclusion of the Axie Game Jam

As soon as practicable following the conclusion of the Jam, the Prize winners or any other participants as identified by the Company, shall engage in good faith efforts to explore a business engagement with the Company, including but not limited to, joining the Axie Builders Program.

3.4 Incorrect Information & Audit

The Company has the right to substantiate, audit, and verify the participants’ details and information as provided in the final submission or pursuant to a Registration. The Company may seek any further document or information, as may be reasonably required to verify a participants’ details, information, and submission related to their participation in the Jam. The participant must provide all supporting details requested by the Company to substantiate, audit, or verify the information provided in the entry form, Registration and submission or at any stage of the Jam. If such a request is made and the participant either fails or does not agree to provide the same, then the Company reserves the right to disqualify the participant from participation in the Jam and from receiving any Prizes. Determination of whether information is correct or not, rests with the Company. If at any time, any information provided by any participant is found to be incorrect in any manner, then the participant will be disqualified from participating in the Jam. If any information provided by any participant is found to be incorrect in any manner, the participant may not receive or be liable, on written demand, to return any Prizes provided under the Jam.

3.5 Costs and Expenses

(a) Participation in the Jam does not require a fee. Participants must complete the Registration at the Sites, complete the submission forms and provide all required documentation at their own cost and expense. All costs incurred by a participant in connection with the Jam and Registration, including without limitation all related costs incurred by the participants as a result of and/or pursuant to their participation in the Jam and development of any submissions shall be solely borne by the participants. The Company shall not be under any obligation to reimburse the participants for any such costs and expenses incurred thereof.

(b) All submissions and teams of participants shall be subject to a code audit and review by the Company. The audit and review shall be conducted at the Company’s cost and expense.

3.6 Unauthorised Use / Acceptable Use Policy

(a) You may not take any action to interfere with the Jam or any other participant’s Registration nor insert any code or product or manipulate the Jam in any way. As a participant, you are required to comply with all applicable laws, statutes, orders, regulations, and rules. In addition, we expect participants to respect the rights and dignity of others. Your Registration and participation in the Jam is conditioned on your compliance with the rules of conduct set forth in these Terms.

(b) You shall not cause or encourage others to participate in the Jam for any illegal, harmful, fraudulent, infringing, or objectionable activities. The following is a non-exhaustive list of prohibited activities:

● Applications that would violate any applicable laws and regulations, including AML/CFT laws and regulations

● Gambling related applications and experiences

● Information or content in any submission or Registration that is illegal or criminal, false, fraudulent, deceptive, misleading, defamatory, threatening, libelous, slanderous, disparaging, unlawfully harassing, profane, obscene, pornographic, hateful, indecent, inappropriate or injurious to any individual or any third party

● Disrupting, manipulating, or degrading the operation of the Jam

● Phishing, spamming, or pharming

● Unsolicited contacting of users or other abusive behavior

● Advertising or marketing activities including sponsorships, unless where expressly allowed in these Terms

● Infringing or misappropriating the rights of others

● Posting or transmitting any content that is illegal, fraudulent or otherwise objectionable, including pornographic content

● Disrupting, manipulating, or impairing the operation of the Jam

● Creating a security risk for the Axie Infinity ecosystem and community, the Jam or for any Jam participant

(c) In the event that the Company discovers that you, in your participation in the Jam, have engaged in unfair, excessive or abusive usage or conduct, the Company reserves the right to take such actions as may be necessary, to the fullest extent possible under law, to protect the Company from losses, damages, harm or degradation of any form and manner, including publishing your disqualification from the Jam and requiring the return of any Prize awarded to you under the Jam. The Company reserves the right to block you and your team and cease your access to the elements of the Axie Infinity ecosystem that is a benefit to participants.

3.7 No Discrimination

(a) The Company does not and shall not discriminate on the basis of race, color, religion, creed, gender, gender identity and expression, age, national or ethnic origin, disability, marital status, sexual orientation, familial status, genetic predisposition, criminal conviction, domestic violence victim status, veteran status and/or military status and all other protected classes, in any of its activities or operations. These activities include, but are not limited to, judging the Jam.

(b) In the interest of fostering an open and welcoming environment, each participant agrees to make participation in the Jam a harassment-free experience for everyone, regardless of age, body size, disability, ethnicity, sex characteristics, gender identity and expression, level of experience, education, socio-economic status, nationality, personal appearance, race, religion, or sexual identity and orientation.

3.8 Termination of Jam’s Registration or Prize

The Company may terminate a participant’s Registration or Prize upon occurrence of any of the following events:

(a) any breach of these Terms by the participant;

(b) work carried out by the participant diverges materially from the approved proposal;

(c) abusive conduct, illegality, corruption and/or fraud by the participant;

(d) entry into any voluntary arrangement by the participant with its creditors, liquidation or bankruptcy of any participant; or

(e) the ceasing or threatening to cease to carry on business by the participant; or

(f) the Company is of the opinion that the continued development of the submission or the Jam is not or no longer viable.

4. Ownership and Intellectual Property

4.1 By accepting these Terms and Registering for participation the Jam, you hereby represent and warrant that your Registration, submissions and entries to the Jam, and any Inventions you create or develop as a participant in the Jam under this Agreement (your “Materials”): (a) are your own original work, with no other person or entity having any right or interest in any such Materials; (b) do not infringe the intellectual property right or any other rights of any third party, including but not limited to copyright, trademark, patent, trade secret, contract and/or privacy rights; (c) clearly identifies all third-party intellectual property rights embodied by, incorporated in or used in connection with the development of the Materials, and you have secured all necessary licenses to (i) use such third-party intellectual property rights and (ii) sublicense such third-party intellectual property rights as set forth herein, in each case for the use of the Material in accordance with the Jam; and (d) you possess and control all rights necessary to the Material irrevocably and without restriction. You further represent and warrant that publication of press releases and relevant information including the Material by the Company via various media, including web posting and social media, will not infringe the rights of any third party. By Registering or otherwise making your Material available to Company, you agree to indemnify and hold harmless the Company from and against any third-party claims arising out of or relating to your Materials. If you are accepting these terms on behalf of an organisation, you represent and warrant that you have full authority to bind such organisation to these terms. You understand that “Inventions” means discoveries, developments, concepts, designs, ideas, know how, modifications, improvements, derivative works, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable. You also understand this includes, but is not limited to, any new product, machine, article of manufacture, biological material, method, procedure, process, technique, use, equipment, device, apparatus, system, compound, formulation, composition of matter, design or configuration of any kind, or any improvement thereon.

4.2 You may use open-source software in your Materials, provided such usage complies with all applicable open source software license terms.

4.3 Subject to your successful Registration in the Jam and your ongoing compliance with these Terms, the Company grants you a non-transferable, non-sublicensable, revocable, limited license to use the Axie Materials for the sole purpose of the development of your Materials under the Jam in accordance with these Terms. You shall not, and shall not cause or permit any third party to, directly or indirectly: (a) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, algorithms, or associated know-how of the Axie Materials; (b) use the Axie Materials in any manner for the purpose of developing, distributing or making available products or services that compete with the Axie Materials or any other products or services offered by or on behalf of Company or any licensee; (c) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in the Axie Materials or any rights to any of the foregoing; (d) permit the Axie Materials to be accessed or used for any purpose or in any manner except in accordance with these Terms; or (e) otherwise use the Axie Materials for any purpose other than as expressly permitted hereunder.

4.4 As between you and the Company, all intellectual property rights in the Materials that you own shall remain vested in you. You acknowledge and agree that the Company does not have now, nor shall it have in the future, any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of any copyright or other intellectual property right in or to the Materials.

4.5 Unless and solely to the extent otherwise indicated, these Terms shall not entitle you to any intellectual property rights owned by or licensed by any third party to the Company, including any rights in relation to the use, for any purpose, of any information, image, user interface, source code, database, functionality, software, design, audio, video, text, photographs, art and graphics, as well as copyrights, logos, trademarks, trade names (such as the use of the word “Axie” and “Axie Infinity”), Internet domain names, names of social media accounts, or any other source identifiers in connection with the Jam, and the Company (collectively, “Axie Materials”). The Axie Materials shall not be incorporated in your Materials or used by you in any way without the Company’s prior written consent and you hereby acknowledge that any such use without prior written consent shall be considered an infringement on the Company’s or its licensors’ (if applicable) intellectual property rights.

4.6 You acknowledge that the copyrights and all other intellectual property rights in and to the Axie Materials are exclusively owned by and reserved to the Company (or its licensors, if applicable). You shall neither acquire nor assert ownership or any other rights in the Axie Materials or in any derivation, adaptation, variation or modification thereof. The rights and powers hereby granted to you in these Terms are those of a licensee only. Without limiting the foregoing, you hereby agree to assign to the Company any right, title and interest you might acquire in and to the Axie Materials, including, without limitation, the copyrights and all renewals and extensions thereof, and other adaptations, compilations, collective works, derivative works, and variations heretofore or hereafter created by you, all of which such new materials constitute Axie Materials, as applicable. If you engage, retain or otherwise involve any third party to make any contribution to the creation of any new materials included in the definition of Axie Materials, you represent and warrant that you have obtained and shall obtain from such third party a full assignment of rights so that the foregoing assignment by you shall vest full rights to such new materials in the Company. In addition, no use of adaptations, compilations, collective works, derivative works, variations or names of any Axie Materials shall be made by the participants outside of the Axie ecosystem and community.

4.7 There are no implied licenses under these Terms, and any rights not expressly granted to you hereunder are reserved by the Company.

5. General

5.1 All personal data submitted to the Company will be subject to the Company’s Privacy Policy at https://axieinfinity.com/privacy-policy/.

5.2 By Registering for the Jam and providing the information asked herein you acknowledge and agree that you have read the Company’s privacy policy and fully understand your rights to access, correct, make any inquiries in relation to the use of personal information and withdraw your information anytime by sending a request to [e-mail] with the subject “Data Protection.”

5.3 You hereby grant to the Company and its affiliates, licensees and sublicensees, a fully paid up and royalty-free perpetual and irrevocable license with the right and permission to reproduce, encode, store, copy, transmit, publish, broadcast, display, publicly perform, exhibit and/or otherwise use or reuse (without limitation as to when or to the number of times used) your Materials and the participant’s name, address, image, voice, likeness, statements, biographical material and idea/s (in each case, as submitted to or as edited by Company, in the Company’s sole discretion), as well as any additional photographic images, video images, portraits, interviews or other materials relating to the participant’s submission and arising out of his/her participation in this Jam (with or without using the participant’s name) (collectively, the “Likeness Materials”) in any media (including social media) throughout the world, for Company’s business purposes (including without limitation advertising and publicity purposes), in each case without additional review, compensation, or approval.

5.4 You hereby waive any rights of publicity, rights of privacy, intellectual property rights, and any other legal or moral rights that might preclude the Company’s use of the Materials or the Likeness Materials or require the participant’s permission for the Company to use them for promotional purposes, and you hereby waive any claim against the Company relating to the Company’s promotional use of those Materials and Likeness Materials; and

5.5 You agree that the Company shall in its sole discretion have the right to modify the Jam at any time during the course of the Jam.

5.6 The Company will not be liable for any inaccuracy, error or omission contained in any copy, reproduction or publication of the Materials or any other materials submitted by you.

5.7 If any manipulation or any other conduct has occurred which the Company, in its sole and absolute discretion, believes is unfair or contrary to the spirit of the Jam, the Company reserves the right to disqualify entries, as well as to change, cancel or suspend the Jam at any time.

5.8 The Company shall not be held responsible for any loss or damage that any person or organization may suffer as a result of participating or attempting to participate in the Jam, the Jam being withdrawn or any amended Terms, or as a result of receiving (or not receiving) a Prize.

5.9 The Company cannot and shall not be accountable / liable for any disruptions / stoppages / interruptions or cancellation of the Jam. The Company shall not be held responsible for matters out of its control, including as a result of any force majeure.

5.10 All decisions of the Company on all matters relating to the administration of the Jam are final and binding on all participants.

5.11 In the event that a participant should disagree with any of these Terms or any decision made by the Company, the participant will have the right to withdraw its submission; provided that Company shall have no obligation to cease any use of the Materials or any Likeness Materials submitted to Company prior to such withdrawal. To the extent permitted by law, the rights to litigate, to seek injunctive relief or to any other recourse to judicial procedure in case of disputes or claims resulting from or in connection with this Jam are hereby excluded, and the participant expressly waives any and all such rights.

5.12 You agree to comply with any guidelines, specifications, or other requirements that the Company provides relating to your use and incorporation of Axie Materials, including without limitation guidelines relating to Axie Infinity lore, Axie Infinity artwork, and technical integration with other Axie Infinity games or experiences.

6. Representations And Warranties

6.1 By accepting these Terms and Registering, you represent, warrant and undertake to the Company as follows:

(a) you have read and understood all of these Terms;

(b) you have full power and capacity to accept these Terms and perform all your obligations hereunder and that your participation in this Jam, your working application and final submissions shall comply with the provisions of any relevant laws, statutes, regulations, by-laws, rules, guidelines and requirements applicable to you as the same may be amended or varied from time to time;

(c) these Terms constitute legal, valid and binding obligations on you, enforceable in accordance with its terms and your Registration is not in breach or contravention of any applicable law, regulation or rule in your jurisdiction;

(d) you agree and acknowledge that the Prizes under the Jam do not constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of capital markets product or investment. You understand that you are not guaranteed any Prizes or any compensation or credit for participation in the Jam or use of your submission;

(e) unless admitted by the Company under Section 2.3(b) of these Terms, you are not a citizen or resident of any jurisdiction the laws of which prohibit, restrict, curtail, hinder, impair, conflict or otherwise adversely affect your Registration or the receipt of the Prizes for participation in the Jam;

(f) you agree and acknowledge that no regulatory authority has examined or approved of these Terms and no action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction;

(g) the provision of these Terms, any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to the Company;

(h) you are legally permitted to Register, participate in the Jam and undertake all actions contemplated or associated with such Registration and participation;

(i) you are Registering as principal and for your own benefit and you are not acting on the instructions of, or as nominee or agent for or on behalf of any other person;

(j) you shall not use any Prize given under the Jam for any illegal purpose;

(k) none of you or your team members is an individual or entity that is, or is owned or controlled by an individual or entity that:

● is listed by the Monetary Authority of Singapore (“MAS”) as designated individuals or entities defined in the respective regulations promulgated under the Monetary Authority of Singapore Act (Chapter 186) of Singapore, the United Nations Act (Chapter 339) of Singapore or the Terrorism (Suppression of Financing) Act (Chapter 325) of Singapore or such other law, regulation or rule as may be prescribed by the MAS from time to time;

● is currently the subject of any sanction administered by the United States Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) or any other United States government authority, is not designated as a “Specially Designated National” or “Blocked Person” by OFAC or subject to any similar sanctions or measures imposed or administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or similar sanctions administered or imposed by the government of Singapore or any other country (collectively, the “Sanctions”);

● is located, organised or resident in a country or territory that is the subject of such Sanctions (including, without limitation, the Democratic People’s Republic of Korea, the Democratic Republic of Congo, Eritrea, Iran, Libya, Somalia, South Sudan, Sudan and Yemen); or

● has engaged in and is not now engaged in any dealings or transactions with any government, person, entity or project targeted by, or located in any country or territory, that at the time of the dealing or transaction is or was the subject of any Sanctions;

(l) you bear the sole responsibility to determine what tax implications your Registration, participation in the Jam and receipt of Prizes may have for you, and agree not to hold the Company or any other person involved in the Jam liable for any tax liability associated with or arising therefrom;

(m) you agree and acknowledge that the Company is not liable for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with the acceptance of or reliance on these Terms, the Jam or receipt of a Prize by you;

(n) you waive the right to participate in a class action lawsuit or a class wide arbitration against the Company;

(o) you have all rights necessary in and to your Materials and, except for any Axie Materials or validly disclosed third-party materials therein, such Materials are your own original work. If you are Registering on behalf of your organisation, you have obtained all required corporate authorisations to bind your organisation to the terms and conditions of this Jam; and

(p) all of the above representations and warranties are true, complete, accurate and not misleading from the time of your Registration and/or acceptance of these Terms and shall continue to be true, complete, accurate and not misleading thereafter.

6.2 The Company does not make or purports to make, and hereby disclaims, any representation or warranty in any form whatsoever, including any representation or warranty in relation to:

(a) the Jam;

(b) any information set out in the Sites, the Channels or any other place;

(c) the Prizes; and

(d) your Registration or submission.

7. Disclaimers

Except for any liability that cannot be excluded by law, the Company, its affiliates (and their respective subsidiary and related companies), together with their officers, directors, employees, agents and representatives exclude all liability (including negligence) for any personal injury or for any loss or any damage (including loss of opportunity-profit) whether direct, indirect, special or consequential, arising in any way out of or in connection with the Jam and your Registration, including, but not limited to:

(a) abortion of the Jam and any distributions of Prizes due to changes in applicable laws;

(b) failure, malfunction or breakdown of, or disruption to, the operations of the Company, including but not limited to, occurrences of hacks, cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;

(c) any error, omission, interruption, deletion, delay, defect, theft, unauthorised access or third party interference or any virus, error, bug, flaw, defect or otherwise adversely affecting the Jam or your Registration;

(d) failure to disclose information relating to the progress of your Registration;

(e) any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction relating to your Registration and receipt of any Prizes;

(f) any risks associated with your Registration, participation in the Jam and the receipt of any Prizes;

(g) any entry, Prizes, submission or other correspondence that is late, lost, altered, damaged, incomplete, illegible or misdirected (whether or not due to any reason beyond the reasonable control of the Company);

(h) any tax liability incurred by the Participant; and

(i) all other risks, direct, indirect or ancillary, whether in relation to your Registration, the Jam, or the Company which are not specifically or explicitly contained in or stated in these Terms.

8. Indemnification & Liability

8.1 To the maximum extent permitted by the applicable laws, you shall indemnify, defend, and hold each of the Company, its affiliates and/or (as the case may be) their respective subsidiaries, related companies, affiliates, directors, officers, employees, agents, successors, and permitted assignees (“Indemnified Persons”) harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against any of the Indemnified Persons arising out of a breach by you of any warranty, representation, or obligation hereunder or in connection with your participation in the Jam, your Registration, working submission and the receipt of any Prizes under the Jam.

8.2 To the maximum extent permitted by the applicable laws, you shall indemnify, defend, and hold each of the Indemnified Persons harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any Indemnified Person arising out of an act or omission, whether in connection with the Jam, or otherwise, which results in a loss, damage to or diminution of value to the Axie community or the Axie ecosystem.

9. No Assignment / No Partnership

The Company may, at its sole and absolute discretion, assign its rights and/or delegate its duties under these Terms. You may not assign your rights or any Prizes or delegate your duties, and any assignment or delegation without the written consent of the Company, which the Company may withhold at its sole and absolute discretion, shall be void. No partnership or joint venture or other relationship between the Company and the Participants shall be construed as a result of these Terms and the Prizes under the Jam.

10. Governing Law and Dispute Resolution

10.1 These Terms shall be governed by, and construed in accordance with, the laws of the Republic of Singapore.

10.2 Any dispute between the Parties arising out of or in relation to these Terms (“Dispute”) shall be resolved in accordance with this Section 10 of the Terms.

10.3 A Party shall give prompt written notice of any Dispute to the other Party (a “Dispute Notice”). Such Dispute Notice will include sufficient details of the Dispute to enable the other Party to consider its position in relation to the Dispute.

10.4 Each Party agrees to use its best endeavours to settle any Dispute amicably between the Parties within a period of 30 days from the date of the Dispute Notice given under Section 10.3 of these Terms.

10.5 Only in the event that a Dispute is not settled in accordance with Section 10.4 then either Party may, by notice in writing to the other Party, either refer the Dispute to arbitration pursuant to Section 10.6 of these Terms.

10.6 In the event that either Party refers a Dispute, such Dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force which rules are deemed to be incorporated by reference in this Paragraph. The seat of the arbitration shall be in Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be in English.

10.7 Notwithstanding any Dispute or reference of certain Disputes (or part of certain Disputes) for determination by arbitration pursuant to Section 10.5 of these Terms, the Parties will continue to comply with their respective obligations under these Terms.

11. Contracts (Rights Of Third Parties) Act

A person who is not a Party shall not have any rights whatsoever under these Terms or to enforce these Terms under the Contracts (Rights of Third Parties) Act 2001.

12. Severance And Partial Invalidity

If any of these Terms is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further and, for the avoidance of doubt, the rest of these Terms shall continue to be valid and in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

13. Notices

If you wish to send us any notice regarding this Jam, please email us at [e-mail] with the subject “Axie Game Jam.”