My Neighbor Alice Land Sale & Token Distribution Terms and Conditions

My Neighbor Alice Token Distribution Terms and Conditions

Updated July 28, 2021

Please read these Terms and Conditions (the “Terms”) carefully before purchasing and/or otherwise acquiring any digital assets in the game world of My Neighbour Alice, a decentralized, community-driven platform (“MNA”) created and operated by Alice Foundation Ltd, Singapore (“Alice”, “we” or “us”).

There are different types of digital assets utilised within MNA:

a. Plots

b. Alice token

c. In-game assets

(collectively, “MNA Tokens”)

Your (“you” or “Buyer”) purchase or acquisition of MNA Tokens is conditioned on your acceptance of and compliance with these Terms. If you disagree with any part of the Terms then you may not purchase or acquire MNA Tokens.

By purchasing, accessing or by calling an action on an MNA Token smart contract, you are deemed to agree to be bound by and accept these Terms, as set out below (“Acceptance”). If you do not agree to these Terms, you are not authorized to purchase, acquire, use, access, connect to or register to access or MNA Tokens or interact with MNA and you must immediately cease doing so. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have full authority to bind the company or legal entity (and its employees) to this agreement. These Terms must be read in conjunction with our Privacy Policy which is hereby incorporated into these Terms by reference.

Your ownership of MNA Tokens (“Own”) means, in relation to MNA Tokens, that such MNA Token has been purchased by you or otherwise rightfully acquired from a legitimate source, where proof of such purchase or acquisition is recorded on the Chromia Relational Blockchain or Binance Smartchain.

Once you Own MNA Tokens, you are responsible for any loss or damage to, or loss of access to, MNA Tokens and Alice shall have no liability what so ever in such circumstances, regardless of cause. You expressly understand and agree that your use of MNA Tokens and MNA is at your sole risk and that MNA Tokens and MNA are provided “as is” and “as available.” All sales of MNA Tokens are final.

Once you have made a purchase or acquisition of MNA Tokens we encourage you to promptly take the necessary steps to complete your transaction (e.g., activate or download any content or secure any seed phrase or corresponding private key).

MNA Tokens are not designed to be transferred other than within and as required by the gameplay of MNA. Alice reserves the right to subject the transfer of MNA Tokens to a dedicated transfer policy, as drafted up at Alice’s sole discretion (an “MNA Tokens Transfer Policy”), which would require all sales of MNA Tokens to only take place within the MNA ecosystem. Any applicable MNA Tokens Transfer Policy, as in force from time to time, shall be made available on the MNA website. After a Plot is initially sold or otherwise released or put into circulation by Alice, Alice has no control over subsequent transactions. Accordingly, we will have no liability to you (or anyone else) as a result of any transactions that you engage in with respect to Plots.

AGE LIMIT

MNA Tokens are offered and available to Buyers who are 18 years of age or older. By purchasing, acquiring, accessing or using MNA Tokens, you represent and warrant that you are of legal age to form a binding contract with Alice and meet the foregoing eligibility requirement. If you do not meet this requirement, you must not purchase, acquire, access or use MNA Tokens.

THE PLOTS

The Plots are gameplay environments which players can inhabit and the Plots will exist as non-fungible tokens (“NFTs”) on the Chromia Relational Blockchain or Binance Smartchain. The Plots are in finite supply, may have different characteristics and relative value. Plots may enable users such as you to create, buy, transfer and trade unique digital game assets on your Plot on MNA for game-making purposes and may be used as collateral/security in MNA. Plots would have no useability outside of the MNA platform. Plots do not have any tangible or physical manifestation.

ALICE TOKEN

Alice token is a medium of exchange which may be used to acquire Plots, Token A or various NFTs within MNA, to be staked within MNA and used as collateral, or entitle user the certain exclusive privileges (e.g. purchases of designer “NFTs”). It is freely tradeable on various virtual currency exchanges, and may be exchanged and accessed in a peer-to-peer manner by users. Alice token would have no useability outside of the MNA platform. Alice tokens do not have any tangible or physical manifestation.

Alice token represents has utility as you have to have Alice tokens to be able to play the game. It is your ticket into MNA.

IN-GAME ASSETS

The in-game assets are gameplay characters and/or assets which will exist as non-fungible tokens (“NFTs”) on the Chromia Relational Blockchain or Binance Smartchain. The in-game assets are in finite supply, may have different characteristics and relative value. In-game assets may be used, transferred and traded on MNA for game-making purposes and may possibly be used as collateral/security in MNA. In-game assets would have no useability outside of the MNA platform. In-game assets do not have any tangible or physical manifestation.

REGISTRATION

We reserve the right to require that you register with us in order to access MNA Tokens. If you are required to register an account with us or any third party, you agree to provide accurate, current and complete information about yourself as part of that process.

When registering you may be required to select a username and password, private key, or other form of secure authentication that will be used to access your account (“Password”). You are responsible for any use of your Password, whether by you or others. You agree to keep your Password confidential and not share it with anyone else. Alice is not liable for any loss or damage arising from your failure to protect your username, Password, or any other personal information, including but not limited to loss of access to any MNA Tokens.

You acknowledge and agree that certain data pertaining to you, which you may view as sensitive, will be accessible to the public through the Chromia Relational Blockchain or Binance Smartchain. Such data includes, but is not limited to information identifying and/or otherwise pertaining to your User Account.

You authorize Alice to act on instructions received through use of your Password, and that Alice may, but is not obligated to, deny access or block any transaction made through use of your Password without prior notice.

TERMS OF SERVICE, PRIVACY AND SECURITY

It is your responsibility to know, understand and abide by these Terms and the Privacy Policy, which is incorporated herein by reference. Any information that you may provide to Alice during your use of MNA Tokens is subject to Alice’s Privacy Policy. Any information that you may provide to a third party site during your use of MNA Tokens is subject to the third party site’s privacy policy, and your use of any third Party Site included in MNA is governed by the terms of service of the applicable third party site.

You are solely responsible of ensuring that any process, devices and/or services you employ to access or use MNA Tokens or any of the websites and the MNA platform (in particular, without limitation, to acquire, hold, manage and sell MNA Tokens) do not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system and/or any data contained therein. To the greatest extent permitted by law and without limiting the generality of this Section, Alice excludes any liability for any interference or damage to your devices, computer system and/or any data contained therein in connection with your access or use of MNA Tokens or any of the MNA-websites or MNA.

REVENUE, SALES AND RENTALS; PAYMENT

Any revenue earned for sales or rentals of MNA Tokens performed within the MNA ecosystem, minus any transaction fees, shall be paid to you promptly on the Chromia Relational Blockchain or Binance Smartchain by the purchaser of your MNA Tokens. If you elect to sell or rent your MNA Tokens, or perform any transactions relating to the sale or transfer of MNA Tokens, any transactions that you engage in will be conducted solely through Chromia Relational Blockchain or Binance Smartchain via MetaMask (or other EVM-compatible wallets and browsers). Such sales, rental, economic activities or other transactions relating to MNA Tokens shall be a direct contractual relationship between the seller and purchaser of the relevant MNA Tokens, and Alice is not a party to said contract, and shall in no circumstances be deemed to a seller or distributor of MNA Tokens. Accordingly, Alice has no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions, and cannot provide any guarantee, warranty or assurance regarding such transactions. With that in mind, Alice will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in regarding MNA Tokens. Alice functions solely as the developer of the MNA gameplay environment which allows you to interact with various third parties and potentially acquire from or provide to these users various products/services in an entirely peer-to-peer manner (including without limitation any transactions relating to fiat currencies), and Alice is not your agent, advisor, intermediary or fiduciary for any action which you perform within. Alice reserves the right to charge the purchaser a fee for sales transaction that occurs in MNA. Such fee will be automatically be applied as part of the sales transaction.

As between you and Alice, you will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on Alice’s net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of MNA Tokens (including, without limitation, any Taxes that may become payable as a result of your ownership, renting out or transfer of MNA Tokens).

MNA Tokens are not a representation of money or electronic money, or any security, commodity, bond, debt instrument, unit in a collective investment scheme or any other kind of financial instrument or investment. Alice does not facilitate the transmission of fiat currency on behalf of users or other third parties, nor does it assist with the conversion of MNA Tokens to fiat currency.

MNA Tokens are distributed on a spot and unmargined basis, and Alice is not under any obligation to return to the buyer any amount of any original purchase price.

COMPLIANCE

You acknowledge that certain operations in respect of MNA Tokens, in particular, without limitation, the transfer of MNA Tokens to third parties, may constitute and/or otherwise fall within the scope of regulated activities under applicable laws in certain jurisdictions. You acknowledge that you may not use MNA Tokens to engage into any such activities and that Alice makes no representation in respect of, or otherwise in connection with, the suitability of MNA Tokens and/or any output generated by using MNA Tokens, to engage into any regulated activity regarding MNA Tokens or such output’s compliance with laws and regulations applicable to such activities. Alice neither recommends, nor otherwise advises that you engage in such activities. If you choose to engage in regulated activities, you do so at your own risk and sole responsibility.

In particular, you are solely responsible for your compliance with any applicable laws and regulatory requirements, including any applicable provisions of financial markets laws. You herewith expressly agree to ensure compliance with any applicable legal requirements at your own cost and responsibility in using MNA Tokens and/or any output in connection with MNA Tokens.

INTELLECTUAL PROPERTY OWNERSHIP, LICENSES AND RESTRICTIONS

You agree, in relation to MNA Tokens that you Own, that you Own such MNA Tokens in accordance with any description which accompanies that MNA Token. Any transfer of MNA Tokens shall be subject to the condition that any transferee will be subject to these Terms.

Ownership of MNA Tokens is limited to ownership of the relevant MNA Token residing on the relevant blockchain network, which is merely an information and transaction log recorded on an immutable ledger regarding the timestamped transfer history of such MNA Token. This ownership of MNA Token is separate and distinct from any rights, title and interest in and to any art, design, photograph, and drawing that may be associated with any MNA Token that you Own (“Art”), and all intellectual property rights therein, which are owned by Alice. The rights that you have in and to the Art are limited to those expressly stated below. The first sale doctrine, and any similar doctrine or principle under any the laws of any applicable jurisdiction, does not extend to any holder or acquiror (including subsequent acquiror of MNA Tokens).

MNA Tokens may be associated with certain Art or a unique Uniform Resource Identifier JSON file containing Metadata such as the name, description or image file stored on the Chromia relational blockchain. Where MNA Tokens are associated with certain Metadata, you may be able to edit your Metadata to adjust title, description, URL link, preview image, and logo within the limits of the smart contracts. All Metadata (and any URL, images, or logos to which it links or that are uploaded) must comply with these Terms and specifically cannot link to or contain any material or content that is pornographic, threatening, harassing, libellous, hate-oriented, harmful, defamatory, racist, xenophobic, or illegal. All Metadata are subject to Alice’ CODE OF CONDUCT. Alice reserves the right to moderate and/or delete any Metadata that does not comply with these Terms or the CODE OF CONDUCT.

Subject to the licenses expressly granted below, Alice (or where applicable, our licensors) own all rights, title and interest in and to (i) the Art, the Metadata and all proprietary source code, object code and other technology associated with MNA Tokens and MNA and (ii) any and all other content and materials available through the MNA Tokens, MNA and MNA-websites, any associated application, and all intellectual property rights therein (“Alice Intellectual Property”). Alice Intellectual Property may only be used in connection with MNA Tokens, for personal, non-commercial purposes, as expressly permitted in these Terms.

Unless explicitly stated, you should assume that all Alice Intellectual Property is protected by copyright, trademark and other applicable intellectual property laws and may not be used except as permitted in these Terms. Alice does not grant, by implication, estoppel, or otherwise, any license or right to use any Alice Intellectual Property or MNA Tokens in a manner inconsistent with these Terms without the prior written permission of Alice and/or any third party that may own additional intellectual property.

Without limiting the generality of the foregoing, subject to your continued compliance with these Terms, Alice grants you a personal, limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free license to view and display the Art or Metadata for MNA tokens that you Own, solely, for the following purposes: (i) for your own personal, non-commercial use; or (ii) as part of a marketplace within MNA that permits the purchase and sale of MNA Tokens (provided that the marketplace cryptographically verifies each MNA Token owner’s right to display the Art or Metadata to ensure that only the actual owner of the relevant MNA Token can display the Art or Metadata). You may not (and may not permit any third party to): (i) modify the Art or Metadata in any way, including without limitation, the shapes, designs, drawings, attributes, or colour schemes; (ii) use the Art or Metadata to advertise, market, or sell any product or service; (iii) use the Art or Metadata in any manner which would constitute or amount to an endorsement of or relationship with any particular third party, entity, product, product category, charity or service (iv) grant any third-party the right to use through the Art or Metadata; (v) use the Art or Metadata in connection with images, videos, or other forms of media or content that depict or promote violence, hatred, sexual conduct, illicit drugs or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (vi) use the Art or Metadata in movies, videos, or other forms of media, except solely for your own personal, non-commercial use; (vii) sell, distribute, or otherwise commercialize merchandise that depicts, embodies, contains, or consists of the Art or Metadata; (viii) attempt to trademark, copyright, or otherwise acquire any intellectual property rights in the Art or Metadata except for the license granted pursuant to these Terms; or (ix) otherwise use the Art or Metadata for your or any third party’s commercial benefit. To the extent that the Art contains any intellectual property licensed from a third party, you will not have the right to use such third party intellectual property in any way except as incorporated in the Art or Metadata (and subject to all of the restrictions set forth herein with respect to your use of the Art or Metadata).

The license granted in these Terms apply only to the extent you continue to Own the applicable MNA Tokens. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of MNA Tokens for any reason, the license granted in these Terms will immediately expire, and you will have no further rights in or to the MNA Tokens or the related Art or Metadata.

In addition, you agree that you shall not remove any proprietary notices or labels on or in the Alice Intellectual Property and/or not bypass, modify, defeat or circumvent any technologies or methods to deliver or protect MNA Tokens or any other Alice Intellectual Property.

We reserve the right to modify or discontinue MNA Tokens or the MNA platform (or any parts of any associated software or applications relating thereto) with or without notice at any time. Alice (including, without limitation, our licensors) shall not be liable to you or any third party for any modification, suspension or discontinuance of MNA Tokens or the MNA platform or any associated software, applications or functionality.

TERMINATION

We may, in our sole discretion at any time, and for any reason or no reason, and without notice or liability, immediately terminate your access to all or any part of any MNA Tokens and/or MNA. Termination may include, but not be limited to (i) removal of your access to, or listing of MNA Tokens on Alice’s media properties or platform, (ii) the deletion of all account information related to MNA Tokens from Alice’s media properties, and (iii) barring any further use of or access to the MNA platform by you.

ASSUMPTION OF RISK

You acknowledge that: (i) markets and prices for blockchain assets, such as NFTs, are extremely volatile, variations in prices for other digital assets could materially and adversely affect the value of any MNA Tokens that you Own, and there is no guaranty that any MNA Tokens that you Own will have or retain any value; (ii) there are risks associated with MNA, NFTs, cryptocurrencies and other internet-native assets, including but not limited to the risk of hardware, software, and internet connectivity failures, malicious software, and the risk that third parties may obtain unauthorized access to your assets, and neither Alice nor any of its licensors shall be responsible for, or have any liability with respect to, any of these; (iii) Alice does not promise to host the Art or Metadata at any specific location or to make the Art or Metadata available on the internet for any specific period of time; (iv) changes to the Chromia Relational Blockchain may have adverse effects on all blockchains using such platform, including without limitation, MNA Tokens that you may Own; and (v) neither Alice nor any of its licensors shall be responsible for, or shall have any liability with respect to, any transaction between you and a third party (such as your purchase or sale of a NFT on the so-called “secondary market”).

NO REPRESENTATIONS AND WARRANTIES

ALICE DOES NOT MAKE ANY REPRESENTATION OR GIVE ANY WARRANTY IN RESPECT TO ANY CHARACTERISTICS OF MNA TOKENS OR MNA. ALL WARRANTIES ARE EXPRESSLY EXCLUDED TO THE MAXIMAL EXTENT PERMITTED UNDER APPLICABLE LAWS. IN PARTICULAR, WHILE ALICE HAS ENDEAVORED TO TAKE ALL REASONABLE MEASURES AND APPLY APPROPRIATE CARE IN THE PREPARATION OF THE CONTENT OF MNA TOKENS AND MNA, ALICE NEITHER REPRESENT NOR WARRANT THAT:

- THE MNA TOKENS RUN UNINTERRUPTED AND ERROR-FREE;

- THE USE OF MNA TOKENS IS FIT FOR ANY PARTICULAR PURPOSE AND DOES NOT INFRINGE UPON ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS;

- ANY INFORMATION CONTAINED IN MNA TOKENS AND/OR ANY OF THE MNA WEBSITES OR ON MNA IS ACCURATE, ADEQUATE, COMPLETE OR ERROR FREE.

EXCEPT WHEN OTHERWISE STATED IN WRITING ALICE, THE COPYRIGHT HOLDERS AND/OR OTHER PARTIES PROVIDE MNA AND MNA TOKENS “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF MNA AND ANY MNA TOKENS THAT YOU OWN IS WITH YOU.

LIMITATION OF LIABILITY

IN NO EVENT UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING WILL ALICE (OR ANY LICENSOR) BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE MNA TOKENS OR MNA (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES), EVEN IF SUCH HOLDER OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NO MODIFICATIONS, TAMPERING OR CIRCUMVENTION

You may neither modify, decompile, disassemble nor otherwise tamper with or circumvent all or any portion of the MNA Tokens or MNA, in particular, but not limited to, the underlying rules and mechanics of the MNA Tokens or MNA and/or the code of MNA Tokens or MNA, its user interface and/or its operating principles, unless separately agreed in writing.

NO REVERSE ENGINEERING

You may not reverse engineer any source code that is not open source regarding MNA Tokens or MNA or otherwise attempt in any way to derive or otherwise determine the source code for the operation of MNA Tokens or MNA.

NO COPIES, NO DERIVATIVE WORKS

You may not adapt, reproduce, store, distribute, print, display, publish or create copies or derivative works from any part of MNA Tokens, MNA, the Art or MNA-websites other than in accordance with the License.

NO USE OF BOTS

You may not utilise any automated software or “bots” in relation to your access or use of MNA Tokens, MNA or MNA-websites.

NO SERVER OVERLOAD

You may not knowingly perform any actions that may cause the computers used to support MNA Tokens, MNA or MNA-websites (the “Servers”) to become overloaded or crash.

NO DATA GATHERING AND EXTRACTION

You may not use any data gathering and extraction tools or software to extract information from MNA Tokens, MNA or MNA-websites or utilize framing techniques to enclose any of the contents of the MNA Tokens, MNA or MNA-websites.

NO UNAUTHORIZED USE OF TRADEMARKS, LOGOS, PROPRIETARY NAMES AND GRAPHICS

Without Alice’s written approval, you may not use any of Alice’s or MNA’ logos, trademarks or other proprietary names or graphics. For the avoidance of doubt, this restriction also applies if such uses are made in association with links to MNA.

NO UNAUTHORIZED USE OF META TAGS

You may not use any meta tags or other hidden text which incorporate Alice’s name or any of its intellectual property including trademarks without Alice’s prior written approval.

POSTING POLICY

This “Posting Policy” applies to any comments you post or any statements you make in any manner in connection with MNA Tokens, in particular on MNA and/or any MNA-website (which includes for the avoidance of doubt any associated forums, chat rooms and/or other messaging services) or any messages you send to other users of MNA Tokens (including as part of the MNA gameplay) in any way, whether facilitated or otherwise allowable.

Posts may not, without the prior written approval by Alice:

- represent any views or opinions other than your genuine opinion of the matter in question; nor

- contain any personal abuse, foul language, inappropriate subject matter, obscene, harassing, threatening, hateful, or discriminatory or defamatory remarks of any nature, as may be determined by Alice at its sole discretion, or otherwise breach or infringe on any third party rights (in particular, without limitation, third party intellectual property rights) and/or applicable laws or court orders;

- advertise or promote any person or entity or their goods or services; or

- breach any of the representations below.

Alice reserves the right, without notice, explanation or liability, to:

- restrict or remove your ability to make posts;

- disallow the posting of any specific posts;

- edit any specific posts; and/or

- fully remove any posts from MNA, any MNA-website or anywhere else where they appear or are stored.

SUPPORT, UPDATES, ALTERATIONS, DISCONTINUATION

Alice may, but has no obligation to, offer and subsequently amend, alter suspend or discontinue support services with regard to MNA Tokens and MNA on such terms as Alice may determine within its sole discretion. At all times, Alice retains the right to use and/or dispose of MNA Tokens and MNA, at Alice’s sole discretion, as Alice deems appropriate, including without limitation the right, without notice, to alter, modify, redesign, suspend or discontinue, at any time, any aspect or feature of MNA Tokens and/or MNA.

In particular, without limitation, Alice has the right, but no obligation, to maintain, modify and/or update MNA Tokens and MNA within its sole discretion. Alice may, but has no obligation to, provide technical support in respect of MNA Tokens and MNA. You acknowledge and agree that such maintenance, updates, alterations, modifications, redesigns, suspensions or discontinuations may affect (also including by limiting or terminating) the functionality of MNA Tokens and MNA.

Alice does not undertake to keep any of MNA Tokens, MNA or MNA-websites updated. To the greatest extent permitted by law Alice does not accept liability for any loss or damage which may result either directly or indirectly from reliance by you upon the accuracy or currency of information contained in any of the MNA Tokens, MNA or MNA-websites or in relation to any posts, including without limitation where such loss or damage is a result of or contributed to by the negligence of Alice.

LOSS OF DATA

In the event that any information or data relating to you or your use of any of MNA Tokens, MNA or MNA-websites held by Alice or any third-party on behalf of or in coordination with Alice is lost, corrupted or otherwise no longer reasonably available or accessible as determined by Alice in its sole discretion, you agree that to the greatest extent permissible at law Alice will have no liability to you of any nature relating to any such information or data.

BREACH AND REMEDIES

You understand and agree that observance of your obligations hereunder is of significant importance to Alice and that, if you breach these Terms, Alice would incur serious losses and other detrimental consequences which might not easily be cured.

If you breach any provision of, or undertaking, under these Terms, Alice shall have the right to seek specific performance in respect of your obligations under these Terms including but not limited to the right to request that you cease and/or desist from committing any breach of such obligations, whether or not this forces you to abandon any commercial activity or not to pursue any opportunities at that time (cease and desist injunction).

Alice has the right to seek interim legal protection to prevent detrimental consequences and effects that cannot easily be remedied or to ensure an effective enforcement of your obligations under this Agreement. In such event, you fully waive any right you may have under applicable laws to request the provision of securities by Alice.

TERMINATION

Alice may terminate this Agreement if, in Alice’s sole discretion, Alice determines that there has been a breach of these Terms, a material breach of any other agreement between you and Alice or a violation of law.

Upon termination, all licenses granted herein end immediately. You will cease using MNA Tokens and MNA and return to us any MNA Tokens you may have in your possession. Termination of these Terms will not relieve you of your obligation to pay any amounts you owe up to and including the date of termination.

GENERAL INFORMATION

NO THIRD PARTY BENEFICIARIES

You agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to these Terms. You acknowledge and agree that Alice’s licensors are a third party beneficiary of these Terms.

ENTIRE AGREEMENT; WAIVER; SEVERABILITY

These Terms, together with the Privacy Policy which is incorporated herein by reference, constitute the entire agreement between you and Alice. The failure of Alice to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

AMENDMENTS

Alice reserves the right to amend these Terms from time to time upon placing any such amendments on the MNA-website or by providing you direct notice of any such changes. Your continued use of any of the MNA Tokens, MNA or MNA-websites thereafter will be deemed as acceptance by you of any such changes to these Terms.

ASSIGNMENT

Alice will at a later date, and is hereby permitted, to assign all of Alice’s rights and obligations under these Terms to a future affiliated entity in any jurisdiction. These Terms shall be binding upon and inure to the benefit of the permitted assignee of Alice.

APPLICABLE LAW AND JURISDICTION

To the maximum extent allowed under applicable laws, these Terms are governed by the substantive laws of Singapore, to the exclusion of its rules of conflict of laws and to the exclusion of international treaties.

STATUTE OF LIMITATIONS

You agree that regardless of any statute or law to the contrary, any claim, arbitration claim, or cause of action you may have arising out of or related to the use of any MNA Tokens or the MNA platform must be filed within one (1) year after such claim or cause of action arose or be forever barred.

DISPUTES

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause.

The seat of the arbitration shall be Singapore. The Tribunal shall consist of three (3) arbitrators. The language of the arbitration shall be in English.

All arbitral proceedings all information disclosed and all documents submitted or issued by or on behalf of any of the disputing parties or the arbitrators in any such proceedings as well as all decisions and awards made or declared in the course of any such proceedings shall be kept strictly confidential and may not be used for any other purpose than these proceedings or the enforcement of any such decision or award nor be disclosed to any third party without the prior written consent of the party to which the information relates or, as regards to a decision or award, the prior written consent of all the other disputing parties.

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