Last updated: April 12th, 2023
1. Introduction
1.1 - Born from the Metaverse and a passion for pop culture, lo-fi aesthetics, and Japanese anime/manga We facilitate and enable a community that intends to spark a new age of storytelling through web3 and NFTs. Before boarding your Isekai Meta journey, please read these terms of sale (“Terms”) carefully.
1.2 - If you have any questions about these Terms or our Services, please contact us at teamisekai@isekaimeta.com. If you do not agree to the amended Terms, you MUST stop using our Services.
1.3 - The Terms of Sale set out the terms on which the Isekai Meta NFT are offered to you (“Your” or “Your”) on https://isekaimeta.com/ (the “Platform”). The owner and operator of the Isekai Meta NFT is Sekai Labs, Inc, registered in Abu Dhabi Global Market under registration number [NUMBER], with its office located at Al Khatem Tower, Floor 14 (the “Company” “We”, “Our” or “Us”).
1.4 - It is important that you read the Terms carefully, as your use of the Website will automatically constitute your agreement to be legally bound by the terms set out herein. In addition to any applicable license agreements, the Terms govern your use or purchase of the Isekai Meta NFT provided through or in connection with the Platform.
1.5 - ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
2. What we offer
We offer for services (the “Services”) related to the sale of blockchain-based, cryptographic nonfungible tokens (each, an “Isekai Meta NFT”), which, together with the license rights to any associated 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”), comprises and is referred to in these Terms as a “Digital Collectible.”
Our NFTs are only available on the Ethereum blockchain. You will not be able to purchase any Isekai Meta NFT to any digital wallet that is not compatible with the Ethereum blockchain. In order to participate in the purchase of such Isekai Meta NFTs, you agree that you will comply with the specific terms, if any, associated with the respective Isekai Meta NFT in addition to these Terms.
We may also offer physical products or other digital assets (together, with the Digital Collectibles, the “Company Products”) through Our Website.
3. Eligibility
3.1 - In order to use our Services, you must meet the following eligibility criteria:
(a) You must not be located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country.
(b) You must not be listed on any United States government list of prohibited or restricted parties.
(c) You must be at least 18 years of age.
If you are under 18 years of age (or the age of legal majority where you live), You may use Our Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to our Services. If you use our Services on behalf of another person or entity, (i) all references to "You" throughout these Terms will include that person or entity, (ii) you represent that you are authorized to accept these Terms on that person's or entity's behalf, and (iii) in the event you or the person or entity violates these Terms, both you and the person or entity agree to be responsible to us.
4. Purchase
4.1 - Once You have satisfied all conditions, You will be deemed to have submitted a purchase for the applicable Isekai Meta NFT for purposes of these Terms.
4.2 - Our acceptance of Your purchase will take place when We notify you of Our acceptance in writing (e.g. by email or mobile messaging). If We are unable to accept Your purchase, We will inform You of this in writing or through a call and will not charge you for the Isekai Meta NFT in such case.
5. Payment
5.1 You must pay all fees, charges, and other amounts in the manner and within the time frames specified by Us. If you attempt to pay using a form of fiat or cryptocurrency other than the form designated for that purchase it will not be accepted and may be unrecoverable by Us. We will not be liable for loss of payment or any other damages that may result from your failure to pay using the form and manner of payment specified.
5.2 - Any payments that You make for Isekai Meta NFTs that are processed through third-party partners will be subject to the separate terms, if any, associated with such third-party partners. You acknowledge and agree that We have no control over these payments or transactions and that We do not have the ability to reverse any payments or transactions once made. 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 through the use of any third-party services.
5.3 - Unless otherwise stated by Us, You will be solely responsible to pay any and all income, capital gains, sales, use, value-added, and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority (collectively, "Taxes") including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, receipt or sale of any Isekai Meta NFT.
5.4 - All pricing and payment terms are as set forth on the Platform, and any payment obligations You incur are binding at the time of purchase. All sales are final. Unless otherwise required by applicable law, we will not provide a refund on any purchase.
6. Our Rights
6.1 - Sekai Labs, or its respective designee explicitly reserves the right to reject or cancel any purchase if:
(a) Your billing information is not correct or not verifiable;
(b) Your purchase is flagged by Our security systems as an unusual purchase or a purchase susceptible to fraud;
(c) We believe you are under the legal age accepted by Us; knowing that Our Platform is intended for users who are at least eighteen (18) years old. Persons under the age of eighteen (18) are only permitted to use Our Platform as mentioned in section 3;
(d) there was an error in the amounts charged to you.
6.2 - Rejection or cancellation is reasonably necessary due to an event outside Our control ( "Force majeure") that includes, without limitation: (i) acts of God, flood, drought, earthquake, or other natural disasters; (ii) epidemic or pandemic; (iii) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (iv) nuclear, chemical or biological contamination; (v) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary license or consent; and (vi) failure of public or private telecommunications networks.
7. Warranties representations & undertakings
7.1 - You warrant, represent, and undertake that:
(a) You will fully comply and will at all times continue to fully comply with all applicable laws, statutes, and regulations, including, without limitation, all privacy laws and content regulations;
(b) You have full power and authority to enter into these Terms of Sale, and make payment in accordance with these Terms of Sale;
(c) You will not access the Platform through automated or non-human means, whether through a bot, script, or otherwise;
(d) You will not use or attempt to use another user's account without authorization from that user; and
(e) You will not use the site for any illegal or unauthorized purpose or violate any applicable laws;
(f) You will not use any Isekai Meta NFTs to further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purpose of concealing economic activity, laundering money, or financing terrorism;
(g) You will not use the Isekai Meta NFTs to advertise or offer to sell or buy any goods or services for any purpose that is not specifically authorized herein or under the applicable license agreement;
(h) You will not copy, reproduce, distribute, publicly perform or publicly display all or portions of Our Services, except as expressly permitted by Us or Our licensors;
(i) You will not modify Our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon Our Services;
(j) You will not reverse engineer any aspect of Our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of Our Services;
(k) You agree not to, and you will not permit any third party to, circumvent, interfere with, disable or disrupt the Platform or servers or networks connected to the Platform or any security-related features of the Platform in any manner, including but not limited to uploading or transmitting (or attempting to upload or to transmit) viruses, or other similar harmful material;
(l) You will not use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from Our Services;
(m) You will not develop or use any applications that interact with Our Services without Our prior written consent.
7.2 - Subject to section 7.1, Our Services are provided to you an “as is” and "as available" basis without any representation or endorsement made and without warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy. We make no warranty that the functionality of the Platform will be uninterrupted or error-free, that defects will be corrected, or that the Platform or the server that makes it available is free of viruses or anything else which may be harmful or destructive. You expressly agree that your use of the Platform is at your sole risk.
8. Limitation of liability & assumption of risk
8.1 - We will not be liable for damages of any kind arising from the Services, including but not limited to direct, indirect, incidental, punitive and consequential damages, loss of profit, revenue, opportunity, or data. This disclaimer of liability applies, without limitation, to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction, or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behavior, negligence, or under any other cause of action (including extracontractual liability). If you are dissatisfied with Our Services, Your sole remedy is to discontinue use of our Services.
8.2 - In no event will We be liable to any third party for any indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profits, loss of goodwill, loss of reputation, cost of cover damages, or intangible losses of any kind arising from Your use of the Platform, your inability to use the Platform, or the Services offered through the Platform, even if We had been advised of the possibility of such damages.
8.3 - You acknowledge and assume the following risks (for which We shall in no event be responsible for): (i) there are risks associated with blockchain-based assets including, but not limited to, the volatility of price and the absence of liquidity (the ability to resell), the risk of loss of your blockchain assets as a result of faulty hardware, software, and Internet connections and failures; the risk of the introduction malicious software; the risk that third parties may obtain unauthorized access to information stored within the wallet holding your blockchain assets; and the risk of loss of your blockchain assets due to loss of private key(s), custodial error, or purchaser error, and We will not be responsible for any of these, however caused; (ii) We do not make any representations, warranties, promises or guarantees, express or implied, about the availability of any blockchain assets on the internet; (iii) upgrades to the Platform (iv) We do not make any representations, warranties, promises or guarantees, express or implied, related to any third parties you interact with or their applications and services, including but not limited to the continued availability of either and the protection and storage of any data you provide to those parties; (v) there also exists: (a) the risk of hacking, security weaknesses, fraud, counterfeiting, cyberattacks, and other technological difficulties; (b) the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, or unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of any blockchain assets; and (c) the risks related to taxation. In addition to assuming all of the above risks, you acknowledge that We cannot and do not represent or warrant that any blockchain asset, or its supporting systems or technology, is reliable, current, or error-free, meets your requirements, or that defects in any blockchain asset, or its supporting systems or technology, will be corrected. We cannot and do not represent or warrant that any blockchain asset or the delivery mechanism thereto are free of viruses or other harmful components. You understand that transactions in blockchain assets are irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. You accept and acknowledge that We will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience related to any blockchain asset. If the metadata associated with an NFT is no longer maintained at the storage location indicated in the URI contained in the NFT, the market value of such NFT may be reduced or eliminated entirely.
9. Privacy
You understand that from time to time We may be required to collect personal data from you, including but not limited to, identification information such as name, email address, and cryptocurrency wallet information. You acknowledge and agree that we may share personal information with third party service providers who aid Us in meeting Our operational needs, including but not limited to, third party payment processing services, hosting services, cloud services, and other information technology services. We may also share personal information as required to comply with applicable laws and regulations. We recognize that any data provided by you to Us is extremely important and We shall, therefore, be particularly sensitive in handling such data. We will not sell any personal information to any third parties. We will use commercially reasonable efforts to employ technical, organizational, and physical safeguards designed to protect the personal information We collect and safeguard your data. Nevertheless, no security measures are failsafe and We cannot guarantee the security of your personal information. You are advised that there are inherent security risks in transmitting data, such as emails, addresses or other personal information, via the Platform, because it is impossible to safeguard completely against unauthorized access by third parties. We will not be held liable for any damages incurred as a consequence of such security risks or for any related acts of omission on Our part.
10. Indemnification
10.1 - To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold Us and our affiliates harmless (collectively, the "Indemnitees"), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys' fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (i) your use or misuse of the Platform, the Content, or the Isekai Meta, (ii) your violation of these Terms, or (c) your violation of the rights of a third party, including another user of the Platform. You agree to promptly notify Us of any third-party Claims and cooperate with the applicable Indemnitee in defending such Claims. You further agree that the Indemnitees shall have the right to control of the defense or settlement of any third-party Claims.
10.2 - You will indemnify and hold harmless, and at Sekai Labs request defend, Sekai Labs and its affiliates 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 (a) any breach of these Terms, or (b) any claim by a third party that has acquired any Isekai Meta NFT from you that is based on the unavailability, or inability of such third party to satisfy the conditions for, any product.
11. Governing law and jurisdiction
These Terms are governed by the laws of England and Wales, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be Dubai International Financial Center. 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 this agreement.
12. Miscellaneous
12.1 - These Terms contain the entire agreement between the parties and replaces all prior oral and written agreements. No oral modifications, express or implied, may change the terms of this agreement. The parties have not relied on any representations or promises relating to the subject matter of this agreement except those contained within the four corners of this agreement.
12.2 - These Terms and other agreements relating to the Platform do not constitute a joint venture, partnership, agency, employment, or fiduciary relationship between the parties, except when one is expressly stated. Neither party nor its agents have any authority to bind the other party, and the relationship of the parties is that of buyer and seller or independent contractors in certain circumstances.
12.3 - If any provision of these Terms is held invalid or unenforceable, the remainder of the Terms will remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it will remain in full force and effect in all other circumstances.
12.4 - These Terms of Sale will be binding upon and ensure to the benefit of the parties and their respective successors and permitted assigns. You agree that you will not assign or transfer these Terms of Sale or any of your rights or obligations under these Terms of Sale, whether directly or indirectly, without first obtaining Our prior written consent, such consent not to be unreasonably withheld.
12.5 - These Terms of Sale cannot be modified, varied, amended, or supplemented in any way by you. We reserve the right to modify, vary, amend, or supplement these Terms of Sale at any time and from time to time. We will post the current version of these Terms of Sale on the Platform and each such change will be effective upon posting on the Platform or upon the date designated by Us as the "effective date" (if any). Your continued use of the Platform following any such change constitutes your agreement to be bound by and its acceptance of these Terms of Sale as so modified.
12.6 - If any provision of these Terms of Sale is determined by any court of competent jurisdiction to be invalid, illegal or unenforceable, that provision will be severed from these Terms of Sale and the remaining provisions will continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either of the parties.
12.7 - Any waiver by Us of any of the provisions of these Terms of Sale will not constitute a waiver of any other provision (whether similar or not), nor will any such waiver constitute a continuing waiver of that particular provision, unless expressly provided by Us in writing.
12.8 - All provisions that either expressly or by their nature survive, will survive suspension or termination of your membership of the Platform.
