Terms and Conditions
Lizard Labs TERMS AND CONDITIONS
Effective Date: October 9, 2023
Last Updated: October 9, 2023
About Lizard Labs
1.1. Lizard Labs is a decentralised autonomous organisation (DAO) that invests in early stage startups with a focus on web3 games through pre-seed and seed investments.
1.2. Lizard Labs also focuses on building products, services and minigames in conjunction with our portfolio partners, industry partners and others across the web3 game industry on behalf of the Lizard Labs. The focus is to build and invest in the frontier of gaming.
1.3. Lizard Labs governance (Lizard Labs Governance) spans all matters involved in the deployment of capital, design, development, marketing, maintenance, upgrade and retirement of proposals involving Ethlizard non-fungible tokens (NFTs) and LizCoin tokens by a global community.
1.4. Any works and associated Intellectual Property (IP) developed by the Lizard Labs is owned by the DAO. NFTs ownership grants the owner a perpetual licence granted by Lizard Labs. Upon dissolution of the DAO by a lizard improvement protocol (LIP), the IP associated with unique V1 Ethlizard NFTs transfers to the respective NFT owners. Any resources available to the Lizard Labs are not beneficially received or owned by any person whilst those resources are contained in the Lizard Labs Treasury, and members have no rights to an in-specie distribution of those resources or the proceeds from any sale of those resources during the life of the DAO or upon winding up of the DAO unless the DAO is dissolved by a LIP.
1.5. The Lizard Labs protocol comprises of the following distributed ledger technology (DLT) contracts, each of which are published under X where the Lizard Labs - as an entity separate from its Members - is neither the author or copyright holder of the Software (as that term is defined under the MIT License) or works referenced by Software for which the IP is owned:
Lizard Labs NFTs
2.1. Ethlizards Genesis Collection
2.1.1. The original (OG) collection of 100 NFTs which constitute a governance token relating to the Ethlizards investment portfolio funds, where gasless (i.e. off-chain) voting is undertaken using the following Snapshot venues:
2.1.3. Ethlizards Genesis Contract: https://etherscan.io/address/0xF96ef26f3ab9DBd167578cC2Bee5395CF669261e
2.2. Venture Ethlizards
2.2.1. The second collection of 5050 NFTs which constitute a governance token relating to the Ethlizards investment portfolio funds, where gasless (i.e. off-chain) voting is undertaken using the following Snapshot venues:
2.2.3. Ethlizards Contract: https://etherscan.io/address/0x7f312a75B62846033Bc5471c5BcB94b1abfAf06d
2.3. Elemental Lizards
2.3.1. The third collection of NFTs which constitute a governance token relating to the Ethlizards community funds, where gasless (i.e. off-chain) voting will be undertaken using Snapshot venues.
2.4. Ethlizards Honorary Collection
2.4.1. The honorary collection of currently 5 NFTs utilised as a token of being an ambassador of the Lizard Labs.
2.4.2. Contract: https://etherscan.io/address/0x0e42348bD0C5E575d300804803963EC1a8F41816
2.5. Ethlizard Council NFTs
2.5.1. The 5 NFTs that signify a seat on the elected portfolio council charged with deploying capital. They are responsible for evaluating promising early-stage web3 gaming partner projects, and pre-seed and seed dealflow provided by other members of the Lizard Labs.
2.5.2. Contract: https://etherscan.io/address/0x4DA0e7DF9d125F1974cBf60609d9C2d3bCE6a7Cb
Lizard Labs NFT activities
3.1. Genesis Ethlizard (V1) and Ethlizard (V2) staking: https://etherscan.io/address/0x5e50e684ed294d0010b9353effe70b85e558dcfe
Lizard Labs Tokens
4.1. LizCoin token
4.1.1. The governance token of the community, will be where gasless (i.e. off-chain) voting will be undertaken using the Snapshot venue.
Introduction
5.2. These Terms and Conditions together with any documents they expressly incorporate by reference (collectively Terms), govern your (“you”, the “user”, “your”) access to and use of the Interface, content and functionality offered through it, including without limitation your participation in:
5.2.1. Purchasing LizCoin or Lizard Labs NFTs to participate in Lizard Labs Governance Terms are at Annexure 1
5.2.2. Staking Program (Genesis Ethlizard or Ethlizard) Terms are at Annexure 2
5.2.3. Lizard Labs NFTs (ownership, Sales & Auctions) Terms are at Annexure 3
(6.2.1 - 6.2.3 collectively, the Lizard Labs Activities).
5.3. General Terms are set out at 9.
5.4. The Privacy Policy is set out separately and is accessible at: X
5.5. By participating in the Lizard Labs Activities, you make the general representations and warranties set out at 6 and accept and agree to be bound and abide by these Terms.
5.6. As Lizard Labs Activities expand, we will need to provide additional terms to cover the expanded activities offering (Additional Terms). Any Additional Terms which are available with the relevant services become part of your agreement with us if you use those services.
5.7. To the extent that any statement in these Terms is inconsistent with any previous statements made by Lizard Labs, the statements in these Terms prevail.
5.8. These Terms comprise the entire agreement between Lizard Labs and you (“You”, “your” or “User”) in relation to participation in the Lizard Labs Activities and create a binding legal arrangement between you and the Lizard Labs. To the extent of any inconsistency between these Terms and your understanding of or the performance of any DLT Contracts deployed by the Lizard Labs, these Terms prevail.
5.9. These Terms require the use of arbitration on an individual basis to resolve disputes rather than jury trials or class actions.
5.10. If you do not want to agree to these Terms you must not access and participate in Lizard Labs Activities.
5.11. Unless specified otherwise, the Lizard Labs Activities are offered and available to users who are eighteen (18) years of age or older.
General Representations and Warranties
6.1. By participating in the Lizard Labs Activities you represent and warrant that:
6.1.1. you are at least the higher of legal age to form a binding contract with us in the country or state in which you have your habitual residence or eighteen (18) years of age, or you are participating in the Lizard Labs Activities under the supervision of a parent or guardian;
6.1.2. you are not accessing and participating in Lizard Labs Activities from Burma (Myanmar), Cuba, Iran, Sudan, Syria, the Western Balkans, Belarus, Côte d’Ivoire, Democratic Republic of the Congo, Iraq, Lebanon, Liberia, Libya, North Korea, Russia, certain sanctioned areas of Ukraine, Somalia, Venezuela, Yemen, or Zimbabwe (collectively Prohibited Jurisdictions), nor any other specifically designated OFAC Sanctions Listed jurisdiction;
6.1.3. you are not a citizen or resident of, nor are you located in, any country where your participation in Lizard Labs Activities is illegal or disallowed, whether by rule, statute, regulation, bylaw, court adjudication or order, protocol, administrative statement, code, decree, or other directive, requirement or guideline, whether applicable to the Lizard Labs, the Lizard Labs Activities or you the participant (or any combination of the foregoing) by an authority with valid and enforceable jurisdiction (Applicable Laws);
6.1.4. you have read these Terms and understand that the Lizard Labs (including any persons participating in Lizard Labs Activities) is not registered and is not licensed with, nor have any Lizard Labs Activities been reviewed or evaluated by, any securities law, financial crime or banking regulator of any jurisdiction;
6.1.5. you understand that you are solely responsible for complying with all Applicable Laws related to your Lizard Labs Activities and activities, including but not limited to, commodity, securities, anti-money laundering and counter-terrorism financing, tax and privacy laws and regulations that may be applicable to your participation in Lizard Labs Activities depending on your circumstances;
6.1.6. all information and data provided by you are true and correct.
6.2. If you cannot meet all of these representations and warranties, you must not participate in the Lizard Labs Activities.
6.3. Due to the emerging nature of blockchain technology and legal and policy uncertainty surrounding activities involving tokens, NFTs and DAOs, an important warning has been prepared to highlight the key risks of your participation in Lizard Labs Activities, set out at 9 to assist you to determine whether your risk appetite is suited towards participation in Lizard Labs Activities.
Important warning and key risks
No Financial Advice: The information in this document is of a general nature and does not take into account your objectives, financial situation or particular needs.
7.1. There are two primary purposes of the Lizard Labs:
7.1.1. to develop blockchain-based mini-games in conjunction with our collaborators and partners that are governed by the Lizard Labs; and
7.1.2. deploy capital from the treasury to fund promising crypto and web3 projects governed by the Lizard Labs.
7.2. In designing and developing blockchain-based mini-games the Lizard Labs assumes that your participation in Lizard Labs Activities is for your personal use and enjoyment rather than any commercial or investment purposes.
7.3. You should obtain your own independent advice and consider the appropriateness of LizCoin and Lizard Labs NFTs, having regard to your personal circumstances, objectives, financial situation and needs, and legal and tax obligations.
7.4. The Lizard Labs, and any persons associated with the Lizard Labs including the Portfolio Council, contributors and service providers deny liability for any loss or damage suffered by you or any person participating in Lizard Labs Activities to the maximum extent permitted by law.
7.5. Consumer protection laws apply. The relevant consumer protection laws will depend on your local jurisdiction.
7.6. At the date of publication of these Terms, the Lizard Labs is not registrable nor a registered digital currency exchange provider or crypto (or virtual) asset service provider in any of the jurisdictions. The Lizard Labs is not regulated or actively supervised by any anti money laundering regulator in any jurisdiction.
Risks
8.1. General: All activities involving tokens and NFTs carry risk. The appropriate level of risk for you may be dependent on your circumstances. Some key risks are outlined below:
8.1.1. Risk of decline in value of tokens: Lizard Labs cannot guarantee the value of Lizard Labs Tokens and NFTs at any time.
8.1.2. Market integrity risk: Lizard Labs Tokens and NFTs are capable of being freely traded but the Lizard Labs does not have the power to intervene. Accordingly, the price of Lizard Labs Tokens will be subject to external market influence. The value of Lizard Labs Tokens and NFTs will fluctuate and may fluctuate extremely. Their value may reduce to zero.
8.1.3. Financial risk: Lizard Labs does not guarantee its ability to maintain a strong enough treasury to continue operations. There is a risk that the Lizard Labs is not sufficiently responsive to changes in the industry, or cannot raise sufficient capital to continue operations.
8.1.4. Operational risk: Including, but not limited to, technology risk (i.e. DLTcontract vulnerabilities), reputational risk, fraud, compliance, outsourcing, business continuity planning, and legal risk.
8.1.5. Technology risk: Token and NFT activities carry the risks of interacting with Third-party Extensions and Third-party Platforms to participate in Lizard Labs Activities. There is a risk that any Lizard Labs Tokens and NFTs you acquire while participating with Lizard Labs Activities could be stolen or exploited by a DLT contract vulnerability. You should also be wary of scams designed to convince you to sell or lend your Lizard Labs Tokens and NFTs, and should only engage with the Lizard Labs and Lizard Labs Activities in accordance with these Terms.
8.1.6. DLT contract risk: While the Lizard Labs has taken steps to ensure the DLT contracts are safe and secure, there may be vulnerabilities in the suite of DLT contracts. These vulnerabilities could result in the loss of tokens other than just your Lizard Labs Tokens, and could be related to other attacks to obtain your personal and sensitive information.
8.1.7. Custody risk: Lizard Labs Tokens and NFTs are tokens that are generally held in a self-hosted digital wallet or hardware wallet. Lizard Labs Tokens such as LizCoin and Lizard Labs NFTs rely on cryptography and technology such as blockchain for security and other features. There is no central authority for blockchain systems that collect identity information or that can recover lost or stolen tokens or private keys.
8.1.8. Governance risk: Under the Lizard Labs’s decentralised governance structure, members of the Lizard Council may pass a vote to modify how the DAO operates and in relation to Lizard Labs Activities.
8.1.9. Regulatory risk: The legal and tax characterisation of a DAO and of token activities is uncertain and regulatory and policy efforts are evolving. It is your responsibility to ensure that your access and participation in Lizard Labs Activities is lawful.
8.1.10. Tax treatment & policy environment: The tax treatment of token activities is uncertain. Tax authorities around the world are attempting to understand the technology, issue guidance to the public and consult on relevant necessary tax reform. The application of traditional tax principles to novel technology, the DAO structure and token activities remains largely untested in court.
8.1.11. Phishing risk: Scammers may create phishing websites which pretend to be the Lizard Labs or involved in Lizard Labs Activities. You are responsible for carefully checking that you are accessing the correct domain and application.
General Terms
9.1. Alteration of Terms
9.1.1. The Lizard Labs reserves the right to change or modify these Terms at any time and at our sole discretion.
9.1.2. If we decide to make changes to these Terms, we undertake to provide notice of such changes, such as by providing notice via the Interface or sending out an email to your relevant email address.
9.1.3. Continued access or participation in the Lizard Labs Activities confirms your acceptance of the revised Terms and all of the terms incorporated therein by reference.
9.1.4. Your use of the Lizard Labs Interface, and any participation with Lizard Labs Activities through it, are subject to these Terms and all applicable laws.
9.2. Minors
9.2.1. If you are 13 or older but under the age of 18, you represent that you have reviewed these Terms with your parent or legal guardian to make sure that you and your parent or legal guardian understand these Terms.
9.2.2. If you are a parent or guardian permitting a person under the age of 18 (a Minor) to create an account and/or participate in Lizard Labs Activities via the Interface, you agree to:
9.2.2.1. exercise supervision over the Minor's use of their account and/or participation in Lizard Labs Activities;
9.2.2.2. assume all risks associated with the Minor's use of their account and/or participation in Lizard Labs Activities, including the transmission of content or information to and from third parties via the Internet;
9.2.2.3. ensure that the content and information that the Minor may encounter via our Interface are suitable for the Minor;
9.2.2.4. assume liabilities resulting from the Minor's use of their account and/or participation in Lizard Labs Activities;
9.2.2.5. ensure the accuracy and truthfulness of all information submitted by the Minor; and
9.2.2.6. provide the consents contained in these Terms on behalf of the Minor.
9.2.3. We may ask you to confirm that you have your parent's or guardian's permission and that they have agreed to these Terms on your behalf, and, even if we do not do this, we will assume that this is the case and will provide access to our Interface and the Lizard Labs Activities on this basis.
Content
10.1. Our Interface and official social media
10.1.1. While we use all reasonable attempts to ensure the accuracy and completeness of the information within and across the Interface, official social media and where Lizard Labs Activities can be undertaken to the maximum extent permitted by law, including applicable consumer laws, we make no warranty regarding the information on Lizard Labs Activities, including our Interface.
10.1.2. You should monitor any changes to the information contained on our Interface or about the Lizard Labs Activities wherever we have published it. We may, from time to time and without notice, change or add to Lizard Labs Activities, including our Interface and official social media. However, we do not undertake to keep the Interface website or all of the Lizard Labs Activities displayed on the Interface and official social media updated. We are not liable to you or anyone else if errors occur in the information within or about Lizard Labs Activities or on the Interface or official social media or if that information is not up-to-date.
10.1.3. We are not liable to you or anyone else if interference with or damage to your computer systems occurs in connection with the participation in Lizard Labs Activities including via our Interface or a linked third party website.
10.1.4. You must take your own precautions to ensure that whatever you select for your use from our Interface is free of viruses or anything else (such as worms or Trojan horses) that may interfere with or damage the operations of your computer systems.
10.1.5. This Interface is for your personal, non-commercial use only. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, licence, commercially exploit, create derivative works from, transfer, or sell any Content, software, products or services made available via the Interface. You may not use this Interface, or any of its Content, to further any commercial purpose, including any advertising or advertising revenue generation activity on your own website.
10.2. Third party sites
10.2.1. Our Interface may contain links to websites operated by third parties. Those links are provided for convenience and may not remain current or be maintained.
10.2.2. Unless expressly stated otherwise, we do not endorse and are not responsible for the content on those linked websites and have no control over or rights in those linked websites.
Intellectual property rights
11.1. Unless otherwise indicated, Lizard Labs legally owns, have the right to use and/or licence from Lizard Labs participants or third parties all rights, title and interest (including copyright, designs, patents, trademarks and other intellectual property and proprietary rights) in the works underlying or related to any Lizard Labs Activities whether those rights are registered or unregistered in any jurisdiction, and in all of the material (including all text, graphics, logos, audio, video and software) made available through participation with the Lizard Labs Activities (Content).
11.2. Your participation in Lizard Labs Activities (or any part of the Lizard Labs Activities) and use of and access to any Content does not grant or transfer any rights, title or interest to you in relation to Content underlying or related to Lizard Labs Activities.
11.3. Any reproduction or redistribution of Content underlying or related to Lizard Labs Activities without our express permission is prohibited and may result in civil and criminal penalties.
Unacceptable activity
12.1. You must not do any act that we would deem to be inappropriate, is unlawful or is prohibited by any laws applicable to participating in Lizard Labs Activities, including but not limited to:
12.1.1. any act that would constitute a breach of either the privacy or any other of the legal rights of individuals;
12.1.2. the infringement of any third party intellectual property rights;
12.1.3. Lizard Labs Tokens for sale or auction, making bids during an Auction, and acquiring Lizard LabsTokens, for the purpose of concealing economic activity, laundering money, financing terrorism, or criminal activity;
12.1.4. pay for an Lizard Labs Token for any other reason than to obtain the Lizard Labs Tokens to participate in Lizard Labs Activities in accordance with these Terms;
12.1.5. defame or libel us, our participants or other related individuals;
12.1.6. uploading files that contain viruses that may cause damage to our property (if any) or the property of other individuals;
12.1.7. posting or transmitting to the Interface or any other venues used to participate in Lizard Labs Activities, any non-authorised material including, but not limited to, material that is, in our opinion, likely to cause annoyance, or which is defamatory, racist, obscene, threatening, pornographic or otherwise or which is detrimental to or in violation of our systems or a third party's systems or network security;
12.1.8. engaging in any attack, hack, denial-of-service attack, interference, or exploit of any Lizard Labs Activities;
12.1.9. act in a manner that comprises, reveal trade secrets, give unauthorised access to, or impedes access to the Lizard Labs Activities;
12.1.10. using data collected from Lizard Labs Activities to contact individuals, companies, or other persons or entities;
12.1.11. engaging in deceptive or manipulative trading activities;
12.2. If we allow you to post any information to or on Lizard Labs Activities such as on our Interface or official social media, we have the right to take down this information at our sole discretion and without notice.
WARRANTY DISCLAIMER, LIMITATION OF LIABILITY & INDEMNITY
13.1. YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND Lizard Labs EXPRESSLY DISCLAIMS WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
13.2. Lizard Labs MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY FOR WHETHER THE SERVICE:
13.2.1. WILL MEET YOUR REQUIREMENTS;
13.2.2. WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR
13.2.3. WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.
13.3. Lizard Labs DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION OF MERCHANTABILITY, TITLE, ACCURACY, COMPLETENESS, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE SERVICE, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE.
13.4. Lizard Labs WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICE.
13.5. WHILE Lizard Labs ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE SAFE, Lizard Labs CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, CONTENT, CONTENT LINKED TO OR ASSOCIATED WITH ANY TOKENS, NFTS, OR ANY NFTS YOU INTERACT WITH USING Lizard Labs ACTIVITIES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
13.6. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE Lizard Labs OR THROUGH THE SERVICE, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN.
13.7. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD Lizard Labs RESPONSIBLE FOR ANY BREACH OF SECURITY.
13.8. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF OR LOSS OF USE OF NFTS, CONTENT, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH TOKENS OR NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM:
13.8.1. USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES;
13.8.2. SERVER FAILURE OR DATA LOSS;
13.8.3. UNAUTHORISED ACCESS OR USE;
13.8.4. ANY UNAUTHORISED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR NFTS.
13.8.5. FOR YOUR USE OF OUR INTERFACE;
13.8.6. iFOR YOUR USE OF, OR PARTICIPATION IN Lizard Labs ACTIVITIES (INCLUDING BUT NOT LIMITED TO YOUR PARTICIPATION IN SALES OR AUCTIONS FOR THE PURCHASE OF DIGITAL AND PHYSICAL GOODS, AS APPLICABLE);
13.8.7. FOR THE INFORMATION, PRODUCTS AND/OR MATERIALS CONTAINED ON OR ACCESSED VIA OUR INTERFACE, INCLUDING IN PARTICULAR OUR WEBSITE (INCLUDING DLT CONTRACTS AND NFTS AVAILABLE THROUGH IT);
13.8.8. FOR PRODUCTS, SERVICES, INFORMATION, PROGRAMMING, AND ANYTHING ELSE PROVIDED BY A THIRD PARTY (INCLUDING BUT NOT LIMITED TO THIRD PARTY SOFTWARE) THAT IS ACCESSIBLE TO YOU THROUGH THE INTERFACE OR AS PART OF YOUR PARTICIPATION IN, ACCESS OR USE OF THE Lizard Labs ACTIVITIES;
13.8.9. FOR ANY ACTS OR OMISSIONS OF ANY THIRD PARTIES (INCLUDING MALICIOUS ACTORS THAT MAY EXPLOIT ANY PART OF THE Lizard Labs INTERFACE OR DLT CONTRACTS), OR YOUR TRANSACTIONS OR ANY OTHER INTERACTION WITH ANY SUCH THIRD PARTIES OR THIRD-PARTY SOFTWARE;
13.8.10. FOR THE QUALITY OR CONDUCT OF ANY THIRD PARTY YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE INTERFACE OR Lizard Labs ACTIVITIES;
13.9. TOKENS AND NFTS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM NETWORK). ANY TRANSFERS OR SALES OCCUR ON THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM). Lizard Labs CANNOT EFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY TOKENS, NFTS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS.
13.10. Lizard Labs IS NOT RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOUR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE NFTS.
13.11. Lizard Labs IS NOT RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE TOKENS OR NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.
13.12. AND YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, Lizard Labs AND ITS AFFILIATED ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, LOSS OF PROFITS AND ANY OTHER FORM OF ECONOMIC LOSS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF DATA (EVEN IF FORESEEABLE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF, OR INABILITY TO USE, THE INTERFACE OR ANY OF THE Lizard Labs ACTIVITIES.
13.13. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE INTERFACE AND Lizard Labs ACTIVITIES IS TO CEASE USE OF THE INTERFACE AND THE Lizard Labs ACTIVITIES.
13.14. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR EXCLUSIONS OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. AS A RESULT, THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU IN WHOLE OR IN PART. TO THE EXTENT THAT ANY LIABILITY THAT CANNOT LAWFULLY BE LIMITED, Lizard Labs’S LIABILITY FOR DAMAGED UNDER THESE TERMS SHALL IN ALL CASES BE LIMITED TO, AND UNDER NO CIRCUMSTANCES SHALL EXCEED:
13.14.1. IN THE CASE OF DIGITAL GOODS - TOKEN PURCHASES AT FIRST INSTANCE), THE NUMBER OF TOKENS AT ISSUE OR THE RELEVANT FIAT OR DIGITAL CURRENCY EQUIVALENT OF THE NUMBER OF TOKENS AT ISSUE, AFTER DEDUCTING ALL COSTS, FEES AND LIABILITIES INCURRED BY OR ON BEHALF OF Lizard Labs (AS CONVERTED INTO THE RELEVANT TOKEN UNITS OR DIGITAL OR FIAT CURRENCY, AS APPLICABLE);
13.14.2. IN THE CASE OF DIGITAL GOODS - NFT PURCHASES, THE RELEVANT FIAT OR DIGITAL CURRENCY PRICE PAID FOR THE NFT PURCHASE AT FIRST INSTANCE, AFTER DEDUCTING ALL COSTS, FEES AND LIABILITIES INCURRED BY OR ON BEHALF OF Lizard Labs (AS CONVERTED INTO THE RELEVANT TOKEN UNITS OR FIAT OR DIGITAL CURRENCY, AS APPLICABLE);
13.14.3. IN THE CASE OF PHYSICAL GOODS, THE RELEVANT PRICE DENOMINATED IN FIAT CURRENCY OR UNITS OF CRYPTO-TOKENS PAID FOR THE GOODS AT FIRST INSTANCE, AFTER DEDUCTING ALL COSTS, FEES AND LIABILITIES INCURRED BY OR ON BEHALF OF Lizard Labs (AS CONVERTED INTO THE RELEVANT FIAT CURRENCY OR CRYPTO-TOKEN UNITS, AS APPLICABLE).
13.15. THE RELEVANT TIME JUNCTURE FOR DETERMINING THE CONVERSION RATE FOR THE CAPPED QUANTUM OF RECOVERY AVAILABLE TO YOU UNDER CLAUSE 14.14 IS AT THE TIME OF PURCHASE.
13.16. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE Lizard Labs, ITS MEMBERS, CONTRIBUTORS, AFFILIATES, LICENSORS AND SERVICE PROVIDERS AND OUR RESPECTIVE OFFICERS, DIRECTORS, CONTRIBUTORS, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES OR FEES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATING:
13.16.1. TO YOUR VIOLATION OF THESE TERMS OR USE OF THE INTERFACE AND ANY OF ITS FEATURES, USE OF OR PARTICIPATION IN THE Lizard Labs ACTIVITES OR CONTENT, OTHER THAN AS EXPRESSLY AUTHORISED IN THESE TERMS; AND
13.16.2. ONLY TO THE EXTENT THAT WE CANNOT LIMIT OR EXCLUDE OUR LIABILITY UNDER APPLICABLE LAWS, TO:
13.16.2.1. YOUR USE, OF OUR INTERFACE AND ANY OF ITS FEATURES;
13.16.2.2. YOUR USE OF OR RELIANCE ON THE CONTENT, OR OF ANY INFORMATION OBTAINED FROM THE INTERFACE OR ANY OF OUR SOCIAL MEDIA, PRINT OR DIGITAL PUBLICATIONS;
13.16.2.3. YOUR USE OF OR PARTICIPATION IN THE Lizard Labs ACTIVITIES;
13.16.2.4. TO ANY OTHER PARTY’S ACCESS AND USE OF THE INTERFACE, Lizard Labs ACTIVITIES OR CONTENT WITH YOUR ASSISTANCE OR BY USING ANY DEVICE OR ACCOUNT THAT YOU OWN OR CONTROL
Reserved Rights
14.1. We reserve the right to restrict, suspend or terminate without notice your access to our Interface, and all or any one of or any part of the Lizard Labs Activities, any Content, or any other feature of the aforementioned at any time without notice and we will not be responsible for any loss, cost, damage or liability that may arise as a result. We reserve the right, in our sole and absolute discretion, to amend, modify, alter or supplement the DLT contracts accessible through the Lizard Labs Interface or through which the Lizard Labs Activities or Content are provided from time to time.
Taxation
15.1. Lizard Labs acknowledges that the tax treatment of token activities can vary depending on your country of tax residence and nature of activities.You are responsible for ensuring you are compliant with the tax laws relevant to your ownership, purchase and trade in Lizard Labs Tokens and for keeping your own records that are sufficient for you to determine the tax treatment of your activities in relation to your involvement with the Lizard Labs ecosystem.
15.2. Goods and Services Tax (GST) & Value Added Tax (VAT): Your purchase and sale of Lizard Labs digital or physical goods may be subject to consumer goods or services purchase tax such as GST or VAT or other similar or equivalent tax, as applicable). All prices quoted in Sales or Auctions are treated as inclusive of any applicable GST, VAT or other equivalent or similar tax to the extent any such tax is applicable.
15.3. To the extent that any tax authority considers that GST, VAT or other equivalent or similar tax applies to your purchase and sale of Lizard Labs digital or physical goods, whether or not on the Lizard Labs Interface, via the Lizard Labs Activities (or otherwise through our services or a component thereof), then you are responsible for meeting any amount of GST, VAT or other equivalent or similar tax and any associated penalties or interest for late payment.
Disputes & Governing law
16.1. These Terms and your use of the Interface, use of or participation in the Lizard Labs Activities and Content shall be governed by the UNIDROIT Principles of international Commercial Contracts (2016) (Principals) and with respect to issues not covered by the Principles, by generally accepted principles of international commercial law, failing which the applicable laws and regulations in force in Cayman Islands shall apply.
16.2. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Lizard Labs and limits the manner in which you can seek relief from us. This section does not govern disputes between users or between users and third parties. Lizard Labs does not provide dispute resolution services for such disagreements and the parties must resolve those disputes directly.
16.3. Applicability of Arbitration Agreement
16.3.1. You agree that any dispute, controversy, or claim relating in any way to your access or use of the Service, to any Lizard Labs Tokens, NFTs or physical goods sold or distributed through the Service, or to any aspect of your relationship with Lizard Labs, will be resolved by binding arbitration, rather than in court, including threshold questions of the arbitrability of such dispute, controversy, or claim except that:
16.3.1.1. you or Lizard Labs may assert claims in small claims court in the jurisdiction outlined above, but only if the claims qualify, the claims remain only in such court, and the claims remain on an individual, non-representative, and non-class basis; and
16.3.1.2. you or Lizard Labs may seek injunctive or equitable relief in a court of proper jurisdiction if the claim relates to intellectual property infringement or other misuse of intellectual property rights.
16.4. Dispute resolution process.
16.4.1. You and Lizard Labs both agree to engage in good-faith efforts to resolve disputes prior to either party initiating an arbitration, small claims court proceeding, or equitable relief for intellectual property infringement. You must initiate this dispute resolution process by sending a letter describing the nature of your claim and desired resolution to: X. Both parties agree to meet and confer personally, by telephone, or by videoconference (hereinafter “Conference”) to discuss the dispute and attempt in good faith to reach a mutually beneficial outcome that avoids the expenses of arbitration or, where applicable, litigation. If you are represented by counsel, your counsel may participate in the Conference as well, but you agree to fully participate in the Conference. Likewise, if Lizard Labs is represented by counsel, its counsel may participate in the Conference as well, but Lizard Labs agrees to have a company representative fully participate in the Conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process and Conference required by this paragraph. If the parties do not reach agreement to resolve the dispute within thirty days after initiation of this dispute resolution process, either party may commence arbitration, file an action in small claims court, or file a claim for injunctive or equitable relief in a court of proper jurisdiction for matters relating to intellectual property infringement, if the claims qualify.
16.5. Arbitration Rules and Forum
16.5.1. Any dispute, controversy or claim arising out of, relating to, or in connection with the your use of or participation in the Interface, the Lizard Labs Activities, the Content, or in connection with these Terms, including disputes arising from your purchase from us of digital or physical goods, or concerning the interpretation, violation, invalidity, non-performance, or termination of these Terms, or whether the claims asserted are arbitrable shall be finally resolved by binding arbitration in accordance with the JAMS International Arbitration Rules, which rules are deemed to be incorporated in this clause. The seat of the arbitration shall be in Dubai or Sydney, and determined at our sole discretion. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English. The Tribunal shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate.
16.6. Authority of Arbitrator
16.6.1. The arbitrator shall have exclusive authority to
16.6.1.1. determine the scope and enforceability of this Arbitration Agreement and
16.6.1.2. resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Lizard Labs. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
16.7. Waiver of Jury Trial.
16.7.1. YOU AND Lizard Labs HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.
16.7.2. You and Lizard Labs are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
16.8. Waiver of Class Actions and Class Arbitrations.
16.8.1. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE (INCLUDING, WITHOUT LIMITATION, PAGA) OR COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER, PERSON, OR ENTITY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, PERSON, OR ENTITY.
16.8.2. Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and Lizard Labs agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection’s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in X jurisdiction. All other claims shall be arbitrated.
16.9. Severability
16.9.1. Except as provided in this Section, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
16.10. Nothing in this clause shall affect the statutory rights you have as a consumer, under the consumer law relevant and applicable to you.
16.11. Limitation on time to file claims.
16.11.1. Except where we may not lawfully impose a bar to action, any cause of action or claim you may have arising out of or relating to these terms or your use of the Interface or Lizard Labs Activities MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES OR OTHERWISE SUCH CAUSE OR ACTION OR CLAIM IS PERMANENTLY BARRED.
Participant Responsibility
It is the Participant, defined as a permitted user wagering on the Battle in the Beyond Interface (BitB Interface), that holds the responsibility to have read and accepted these Terms and Conditions prior to placing any wager and be fully aware of any specific rules affecting any wager they make. The player should contact X if he or she has any questions or concerns.
Pre-Conditions to removing the wagering restriction on your Account for Battle in the Beyond
19.1. Any user applying for an unrestricted Account must be at least (18) years old, or the legal age of gambling in your local jurisdiction whichever is higher, and in addition, meet any other eligibility and verification criteria to use the Interface. Please be aware that underage gambling is a criminal offence.
19.2. You agree to abide by these Terms and Conditions at all times when using the BitB Interface, including that you shall not:
19.2.1. act on behalf of any third party, including permitting a third party to use your Account;
19.2.2. use funds originating from any criminal or illegal activity or activities;
19.2.3. use cryptocurrencies, bank accounts, debit cards or credit cards which you are not authorised to use;
19.2.4. attempt to gain unauthorised access to the Lizard Labs Activities (including the BitB Interface) or alter its software in any way;
19.2.5. use the BitB Interface in any way that would constitute a breach of any applicable laws or regulations;
19.2.6. take part in or organise any criminal actions against Lizard Labs and/or other users;
19.2.7. knowingly deceive Lizard Labs or misrepresent information that is known to be false in an attempt to gain unauthorised benefits for You or another party;
19.2.8. raise dishonest or vexatious disputes/ claims against Lizard Labs;
19.2.9. make a wager on the BitB Interface with the intention or the effect of adversely affecting its integrity; and
19.2.10. obstruct or hinder Lizard Labs’s business operations.
19.3. You must not conspire with other players in any way to distort normal game play.
19.4. Your information must be correct during your registration of the account and use of the zero knowledge know-your-customer platform X. This information may include, but is not limited to; your full name, age and date of birth as per your official identification documents, your full and current residential address, social security, personal telephone number, and/or email address as required. You also agree to update this information at the earliest and most reasonable opportunity should there be any changes to the personal data that You have provided. If you provide any information that is untrue, inaccurate, not current, or incomplete, Lizard Labs has the right to suspend or terminate your access to the Battle in the Beyond platform and refuse any and all current or future use of the Lizard Labs Activities (or any portion thereof).
19.5. You may only open and maintain one Account, and you must open this Account personally. An Account opened in your name, but which Lizard Labs considers may have not been opened by you may be subject to investigation.
Excluded Persons.
20.1. The following people are not permitted to establish an account with Lizard Labs (each an “Excluded Person”):
20.1.1. None
Underage Gaming
21.1. PLEASE NOTE THAT ANYONE UNDER THE AGE OF 18 YEARS OLD (OR THE LEGAL AGE TO GAMBLE IN YOUR LOCAL JURISDICTION) FOUND TO BE USING THE SERVICES, AS WELL AS ANYONE WHO FACILITATES SOMEONE UNDER THE AGE OF 18 YEARS OLD USING THE SERVICES, WILL BE REPORTED TO LAW ENFORCEMENT AND WILL BE SUBJECT TO OTHER LEGAL PENALTIES. UNDERAGE GAMBLING IS A CRIMINAL OFFENCE AND ANYONE WHO FACILITATES GAMBLING BY A PERSON UNDER THE AGE OF 18 HAS COMMITTED A CRIMINAL OFFENCE AND SHALL BE PROHIBITED FROM INTERNET GAMING.
Peer-to-Peer Wagering
22.1. Battle in the Beyond peer-to-peer wagering is conducted wholly on-chain with the utilisation of DLTcontracts that automate the wagering and payout systems. At no time does Lizard Labs control or have access to the Tokens that are utilised in the wager. There is a platform fee that is payable upon acceptance of the wager shared equally by the Participants in the wager.
22.2. If you reside in a jurisdiction where winnings are taxable, it will be your own responsibility to keep track of those winnings and report them to the proper authorities. Lizard Labs will be indemnified by you against any claims for payment of taxation and will not conduct tax withholding for wagering activities on behalf of the Participants.
22.3. Lizard Labs reserves the right to make any queries regarding the source of any funds utilised for wagering on the Interface. Should you fail to provide satisfactory responses to our queries, Lizard Labs may suspend the Account and all Account functionality, including, but not limited to, access to the Interface. Lizard Labs may pass on such information as it deems necessary to any relevant authorities.
Leaderboards
23.1. Battle in the Beyond leaderboard calculations are conducted wholly on-chain with the utilisation of DLTcontracts that automate the collection of scores from Illuvium D1sk openings.
23.2. Everyone who utilises the platform and enters a valid score onto the leaderboard will be provided a token of participation, and those that achieve the highest rankings may be provided additional rewards.
23.3. A Battle in the Beyond Standard or Mega LizPass will enable the owner to enter their scores on an exclusive leaderboard that may contain better rewards than the free leaderboard.
23.4. Lizard Labs does not guarantee that additional rewards will be provided for those who obtain the highest rankings and reserves the right to change the rewards at any time.
Amendment to Terms & Disputes
24.1. Any changes to the dispute resolution provisions in the course of updating these Terms will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Website.
Priority
25.1. In the event of any inconsistency, these Terms must be interpreted in accordance with the following order of priority: the General Terms, then any other documents or information incorporated by reference to these Terms.
Terms to be interpreted in accordance with clear commercial purposes
26.1. These Terms are to be interpreted in accordance with its clear commercial purposes. These Terms are not to be read literally if that would produce a result clearly contrary to those purposes.
Severability
27.1. Each provision of these Terms is individually severable. If a clause or part of a clause of these Terms can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way. If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from this agreement, but the rest of this agreement is not affected.
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