Companions - Terms & Conditions

Senna Ltd is a company registered in England under company number 10389893, with its registered office at 20-22 Wenlock Road, London, England, N1 7GU ("The SolaVerse", "we", "our", "ourselves", or "us"). The SolaVerse operates the website: https://thesolaverse.com (the "Platform").

1. These terms and conditions

   1. The following terms and conditions ("Companion Terms") apply to your use of the companion NFT products which are made available via the Platform ("Companion NFT(s)").
   2. Please note that the Platform and the Companion NFTs are not targeted towards children. Accordingly, you must be over 18 years of age in order to purchase and/or use a Companion NFT.

2. Ownership and scope of licence

   1. A piece of digital artwork is linked to each Companion NFT ("Companion Artwork"). Companion Artwork is viewable via the URL which is embedded in the metadata of the relevant Companion NFT.

   2. Your ownership of a tokenised asset

      If you purchase or acquire a Companion NFT on the Platform, you will (subject to your compliance with these Companion Terms and the Platform Terms):

      1. own the underlying 'tokenised' asset of the Companion NFT, but not the Companion Artwork (for which see section 2.2.2). This ownership is recorded and cryptographically verified using the Ethereum blockchain;
      2. have the right to use the relevant Companion Artwork for personal use and commercial purposes in accordance with the licence granted to you under section 2.3;
      3. have the right to sell, trade or otherwise transfer ownership of your Companion NFT via the Ethereum blockchain;
      4. have the right to access the "Operation Dawn" video game made available via the Platform; and
      5. exercise such other rights as are expressly granted in respect of such Companion NFT as set out on the applicable section of the Platform.

   3. Your licence to use the Companion Artwork

      Subject to your compliance with these Companion Terms, we grant you a worldwide, non-exclusive, royalty-free, licence to use, display and reproduce the Companion Artwork associated with your Companion NFT for the Usage Term (as defined below) for:

      1. non-commercial and domestic purposes (including your own personal use);
      2. inclusion or display on a third party website or application (for example, as a profile picture). Such third party website or application much be able to confirm your Companion NFT ownership rights using the Ethereum blockchain;
      3. marketing, promotional and listing purposes in order to sell, trade or otherwise transfer ownership of your Companion NFT on a marketplace. Such marketplace must be able to confirm your Companion NFT ownership rights using the Ethereum blockchain; or
      4. conditional upon you complying at all times with section 2.5 below, in the course of producing, advertising, selling and/or distributing products and/or services (for example, to affix the Companion Artwork to merchandise or as the trading logo of your business).

      "Usage Term" means the time period which begins on the day you acquire ownership of a Companion NFT and ending upon the day you transfer ownership of your Companion NFT.

   4. We, or our licensors, are the owners of all right, title, and interest in and to all intellectual property rights (including copyright) in all Companion Artwork and any goodwill associated with them. We reserve all rights not expressly granted to you under these Companion Terms in the Companion NFTs and Companion Artwork.

   5. For the avoidance of doubt, you acknowledge and agree that if you sell, trade or otherwise transfer your ownership of a Companion NFT to someone else:

      1. you can no longer use the Companion NFT or Companion Artwork in any way; and
      2. your rights granted under section 2.3 are terminated with immediate effect.

   6. Restrictions

      If you purchase a Companion NFT from our Website (or otherwise acquire ownership of a Companion NFT), you must not;

      1. use the Companion NFT or the associated Companion Artwork in a way that is:

         1. detrimental, damaging or otherwise adverse to the name and/or reputation of The SolaVerse;
         2. obscene, abusive, offensive, racist, defamatory or otherwise promoting of hatred or physical harm against anyone;
         3. discriminatory, whether based on ethnicity, race, sex, religion, nationality, disability, sexual orientation, age or other protected characteristic;
         4. in any way promoting of terrorism, violence or illegal behaviour;
         5. harmful to minors in any way;
         6. unlawful or infringing on the rights of any third party;
         7. in connection with the production, advertising, sale or distribution of any products relating to pornography or tobacco;
         8. in connection with any business, product or service that is unlawful in any jurisdiction in which it is being operated, sold, advertised or distributed;
         9. competitive with The SolaVerse or the Platform in any way; or
         10. in violation of these Companion Terms;
      2. alter or modify the Companion Artwork.

3. IMPORTANT NOTICES

   1. Please note that the Companion NFTs are a form of cryptoasset, and accordingly:

      1. the Companion NFTs (as with any other cryptoasset) are not currently regulated by the Financial Conduct Authority and so do not benefit from the protection of the Financial Ombudsman Service or the Financial Services Compensation Scheme;
      2. the value of a Companion NFT may go down as well as up, meaning there is no guarantee that (if you look to sell a Companion NFT) you will make a profit on such sale or recoup the sums you have spent on such Companion NFT;
      3. any historic increase in value of a Companion NFT should not be seen as indicative of the future performance of a Companion NFT;
      4. tax may be payable on any profits that you make on the sale of a Companion NFT (and in particular capital gains tax); and
      5. we make no promises or guarantees as to the commercial viability of any Companion NFT or that using any Companion Artwork in connection with a business, product or service will lead to any form of commercial or other success.

4. SUSPENSION AND TERMINATION

   1. If you breach these Companion Terms, we may immediately do any or all of the following (without limitation):

      1. issue a warning to you;
      2. temporarily or permanently withdraw your right to use the Platform;
      3. suspend or terminate any account held by you on the Platform;
      4. issue legal proceedings against you for reimbursement of all costs resulting from the breach (including, but not limited to, reasonable administrative and legal costs);
      5. take further legal action against you; and/or
      6. disclose such information to law enforcement authorities as we reasonably feel is necessary to do so.

5. LIABILITY

   1. Subject to section 5.2, our entire aggregate liability to you for all claims, losses or damages, whether arising from tort (including negligence), breach of contract, breach of statutory duty or otherwise under or in connection with these Companion Terms and/or your purchase of a Companion NFT shall be limited to an amount equal to £1,000.

   2. Nothing in these Companion Terms is intended and nor shall it be construed as an attempt by us to exclude or limit any liability:

      1. which cannot be excluded or limited under applicable law, including without limitation for death or personal injury caused by our negligence or for our fraudulent misrepresentation; or
      2. which arises as a result of our fraud or wilful default.

6. GOVERNING LAW AND JURISDICTION

   1. These Companion Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
   2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Companion Terms or their subject matter or formation.