- Terms & Conditions
Modified on: June 1st, 2022.
The SolaVerse operates the website https://thesolaverse.com/ (the "Website"), which allows users to engage and interact with The SolaVerse platform and to play the 'Operation Dawn' game which is available via the Website (the "Game", which together with The SolaVerse platform and the Website is the "Platform").
Understanding these terms
These terms and conditions ("Terms and Conditions") are divided into three parts:
- part 2: the terms of sale ("Terms of Sale"). These set out the terms on which you may order the products available on the Platform ("Products"). The Terms of Sale will become binding on you when you submit an order for Products via the Platform and will be incorporated into the contract between you and us in relation to such order for Products ("Contract"); and
- When certain words and phrases are used in these Terms and Conditions, they have specific meanings (these are known as "defined terms"). You can identify these defined terms because they start with capital letters (even if they are not at the start of a sentence). Where a defined term is used, it has the meaning given to it in the section of these Terms and Conditions where it was defined (you can find these meanings by looking at the sentence where the defined term is included in brackets, speech marks, and bold type).
In these Terms and Conditions, when we refer to "we", "us" or "our" or similar, we mean
The SolaVerse; and when we refer to "you" or "your" or similar we mean:
- you, the person accessing or using the Platform; and
- where applicable, the business on whose behalf you are acting.
- if you are acting for purposes that are wholly or mainly outside your trade, business, craft or profession, you are acting as a consumer (a "Consumer"); and
- if you are acting for purposes relating to your trade, business, craft or profession, you are acting in the course of a business (a "Business User").
If you are acting on behalf of your employer or another business when you access and use the
Platform, you represent and warrant that:
- you have full legal authority to bind your employer or that business; and
- you agree to these Terms and Conditions on behalf of the business that you represent.
- These terms and conditions ("Terms and Conditions") are divided into three parts:
- The Platform is made available free of charge. We do not guarantee that the Platform, or any content on it, will always be available or be uninterrupted. Access to the Platform is permitted on a temporary basis. We may suspend, withdraw, discontinue, or change all or any part of the Platform without notice. We will not be liable to you if for any reason the Platform is unavailable at any time or for any period. We may update the Platform and/or change the content on it at any time.
- The Platform and the content on it are provided for general information purposes only. They are not intended to amount to advice on which you should rely.
- Please note the Platform (including the Game) is not targeted towards children. Accordingly, you may only access and use the Platform (and Game) if you are aged 18 or over.
Your account and password
- You may register an account with us on the Platform when accessing the services available on the Platform ("Account"). You must be aged 18 or over to register an Account. If you register an Account, you will be asked to provide certain information (such as your email address) and to create a password, as part of our security procedures. You must treat such the password as confidential and you must not disclose it to any third-party. Once you register an Account, you will be a "Registered User".
You agree that:
- all the information that you provide to us in connection with your Account is complete and accurate;
- you are the person whose details you have provided; and
- you will notify us immediately if there are any changes to the information you have provided to us.
- We have the right to disable any Accounts and/or passwords, at any time, if, in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
- If you know or suspect that anyone other than you knows your Account login details, you must immediately notify us at [email protected].
- You are responsible for any unauthorised use of your Account login details.
You agree not to:
- use the Platform in any way that breaches these Terms and Conditions or any applicable local, national or international law or regulation;
- copy, or otherwise reproduce or re-sell any part of the Platform unless expressly permitted to do so in these Terms and Conditions or in any Additional NFT Terms (as defined in clause 9.4 ); or
- do any act or thing that might damage, disrupt or otherwise interfere with the operation of the Platform or any equipment, network or software used in operating the Platform.
If you play or interact with the Game, you agree:
- not to use the Game by automated means or otherwise for the purposes of scraping, extracting or otherwise obtaining any material from the Game for use within a third-party website or application;
- not to cheat at the Game (which includes any use of methods not authorised by The SolaVerse to gain an advantage over other players, such as by deploying software cheats, exploiting in-Game glitches or bugs, or seeking to influence the gameplay of others);
- not to collect or harvest any information or data from the Game or our systems or attempt to decipher any transmission to or from the servers running the Game;
- to the maximum extent permitted by applicable law, not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Game or its contents, or attempt to do any such thing;
- not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Game;
- not to make alterations to, or modifications of, the whole or any part of the Game, or permit the Game or any part of it to be combined with, or become incorporated in, any other programs;
- to keep all copies of the Game secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Game;
- not to provide or otherwise make available the Game in whole or in part (including object and source code) in any form to any person without prior written consent from us; and
- to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Game.
- You acknowledge that you have no right to have access to the Game in source-code form.
If it is the case that you supply/upload any content to the Platform - whether it be pictures, text,
sound recordings or anything else - the content you supply ("User Generated Content") must comply
with the following rules:
- it must not be obscene, abusive, offensive or racist and it must not promote or propose hatred or physical harm against anyone;
- it must not harass or bully another person;
- it must be true and honest so far as you know;
- it must not: (i) constitute pornography; or (ii) be sexual or sexually suggestive involving minors;
- it must not be defamatory of anyone;
- it must not be unlawful;
- it must not use the material or content or infringe the rights or privacy of anyone else (including any intellectual property rights). For example you should not use images of well- known characters, footage or music (unless it is your own or you have permission to use it);
- it must not contain someone else's personal details or confidential information relating to other people;
- it must not promote discrimination, whether based on ethnicity, race, sex, religion, nationality, disability, sexual orientation or age;
- it must not promote or condone terrorism, violence or illegal behaviour;
- it must not be harmful to minors in any way;
- it must not impersonate any person, or misrepresent your identity or affiliation with any person;
- it must not give the impression that it emanates from or is endorsed by us, if this is not the case; and
- it must not violate these Terms and Conditions.
- We reserve the right to refuse to accept or refuse or cease to use any User Generated Content supplied by any person that we think contravenes clause 4.4 above. If you become aware of any User Generated Content that breaches clause 4.4 above, please contact us on [email protected], providing your full name and address, along with details of: (i) the date on which it was posted and where it can be found on the Platform; (ii) the username of the person who posted it; (iii) reasons why the content should be deleted; and (vi) copies of any communication with the person who posted it (if any).
In addition, we may from time to time provide interactive services on the Platform that shall enable
you to upload User Generated Content, including, without limitation:
- comment facilities;
- chat rooms; and/or
- bulletin boards,
(together "Interactive Services").
- Where we provide an Interactive Service, we will use reasonable endeavours to provide information to you about the kind of service offered and if it is moderated. However, we are under no obligation to oversee, monitor or moderate any Interactive Service we provide.
- We do not guarantee that the Platform will be totally secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access the Platform and we recommend that you use your own virus protection software.
- You must not misuse the Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Platform. You must not attack the Platform via a denial-of- service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990 (or other applicable national legislation). We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Platform will cease immediately.
User Generated Content
- You agree not to:
- We are the owner or licensee of all intellectual property rights in the Platform and its content, the SOLAVERSE and OPERATION DAWN product names and images. Those works are protected by intellectual property laws and treaties around the world. All such rights are reserved.
- You are not granted any right to use, and may not use, any of our intellectual property rights other than as set out in these Terms and Conditions.
- No part of the Platform, including, without limitation, the text, designs, graphics, photographs and images contained in it, may be copied, reproduced, republished, uploaded, re-posted, modified, transmitted or distributed or otherwise used in any way for any non-personal, public or commercial purpose without our prior written consent.
- Any communications or materials that you send to us through the Platform by electronic mail or other means will be treated as non-proprietary and non-confidential (other than communications in respect of your order if you use the Platform to buy products from us). We are free to publish, display, post, distribute and otherwise use any ideas, suggestions, concepts, designs, know-how and other information contained in such communications or material for any purpose, including, but not limited to, developing, manufacturing, advertising and marketing us and our products.
- death or personal injury caused by our negligence;
- fraud or fraudulent misrepresentation; and
- any matter in respect of which it would be unlawful for us to exclude or restrict our liability.
- The Platform may from time to time contain links to third-party websites. You are responsible for deciding whether to access a third-party website and your use of third-party websites will be governed by the terms and policies of that third-party website. We assume no responsibility for the content of websites linked to from the Platform (including links to our commercial sponsors and partners). Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
- If you are a Business User, clauses 6.4 and 6.5 apply to you.
Subject to clause 6.1:
- in no event shall we be liable to you for any loss of profits, loss of revenue, loss of contracts, failure to realise anticipated savings or for any indirect or consequential loss, whether arising from negligence, breach of contract or otherwise; and
- our total liability to you for any loss or damage arising out of or in connection with these Terms, whether in contract (including under any indemnity), tort (including negligence) or otherwise shall be limited to £100.
- If you are a Consumer, clauses 6.7 to 6.10 (inclusive) apply to you.
- You agree not to use the Platform, or any content on the Platform, for any commercial or business purposes and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
In order to place an order for Products via the Platform (an "Order");
- if you are a Consumer, you must be at least 18 years old; and
- if you are a Business User, you must have full legal authority to place the Order and therefore bind the business that you represent to these Terms of Sale.
- In order to submit an Order where payment by cryptocurrency is permitted, you must ensure that you have a hosted cryptocurrency wallet which contains a sufficient amount of the relevant cryptocurrency in order to pay for the relevant Order. Whether paying by cryptocurrency or not, you must follow the procedure set out on the Platform to submit your Order.
- The order process allows you to check and amend any errors before submitting your Order. Please check your Order carefully before confirming it, as once your order is submitted, we will process it immediately. You are responsible for ensuring that your Order is complete and accurate. The Order process is only available in the English language and we will not file a copy of any contract formed between you and us.
- Your Order constitutes an offer to us. If you are a Registered User (or you otherwise provide your email address during the Order submission process), we will confirm our acceptance of your Order by sending you an email confirming the information you included in your Order (the "Confirmation Email"). In all other circumstances, your Order will be deemed accepted once you receive a transaction link verifying that the purchase has completed (the "Transaction Link"). These Terms of Sale, the General Terms and the Order will become legally binding on you and us when we send you the Confirmation Email or when you receive the Transaction Link (depending on which is applicable to your Order). Each Order shall incorporate the Terms of Sale and General Terms and shall be a new and separate Contract between you and us.
- In order to place an order for Products via the Platform (an "Order");
- The prices for the Products are set out on the Platform and are inclusive of VAT. This will include information of any additional fees, including any transaction fees or 'gas fees'. Given the complex nature of gas fees, we are not able to calculate these fees in advance, however please refer to https://ethereum.org/en/developers/docs/gas/ for information on how gas fees are calculated.
- You shall pay for the Products using one of the payment methods set out in the Order process (the "Payment Methods"). If you pay for your Order using cryptocurrency, you confirm that the cryptocurrency wallet which is being used is yours, or that you have the authorisation of the account holder to use it. If you pay for your Order using fiat money (e.g., Pound Sterling) you confirm that the card or bank account which is being used is yours, or that you have the authorisation of the account holder to use it. If you use a Payment Method which you are not authorised to use, you will be liable to us for any losses that we suffer as a result of your use of that Payment Method.
- If your payment is not authorised, your Order will not be fulfilled.
The Products that we sell include (without limitation):
- non-fungible tokens ("NFT(s)");
- $SOLA tokens ("SOLA Token(s)"); and
- physical products (such as merchandise) ("Physical Products").
- The images of the Products on the Platform are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the Products. Your Product may vary slightly from those images.
- The packaging of Physical Products may vary from that shown in images on the Platform. If we are making a Physical Product to measurements you have given us, you are responsible for ensuring that these measurements are correct.
- NFTs are digital assets which represent rights to an underlying 'tokenised' asset (often a digital asset, such as an image, video or other content) which is generated, stored and exchanged using blockchain technology. As each NFT (or NFT type) will have different properties, capabilities, rights and restrictions that attach to it, please note any additional terms and conditions that apply to that particular NFT, which will be detailed on the section of the Platform on which the applicable NFT is made available (the "NFT Section"). It is important that you read and understand any additional terms and conditions set out on the NFT Section of the applicable NFT prior to making a purchase ("Additional NFT Terms"). In the event of any conflict between these Terms and Conditions and the Additional NFT Terms, the Additional NFT Terms shall apply.
Please note that NFTs and SOLA Tokens are a form of cryptoasset, and accordingly that:
- NFTs and SOLA Tokens (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;
- the value of NFTs and SOLA Tokens may go down as well as up, meaning that there is no guarantee that (if you look to sell an NFT or SOLA Token) you will make a profit on such sale or recoup the sums you have spent on such NFT or SOLA Token;
- any historic increase in value of an NFT or SOLA Token should not be seen as indicative of the future performance of such NFT or SOLA Token; and
- tax may be payable on any profits that you make on the sale of an NFT or SOLA Token (and in particular, capital gains tax).
- The costs of delivery of Physical Products will be displayed to you on the Platform.
- We will provide you with a delivery estimate for Physical Products during the Order process, and will confirm such delivery estimate in the Confirmation Email.
- If our supply of Physical Products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay.
- If no one is available at your address to take delivery of the Physical Product, we will leave you a note informing you of how to rearrange delivery or collect the Physical Product from a local depot.
- A Physical Product will be your responsibility from the time we deliver the Physical Product to the address you gave us.
- You own a Physical Product once we have received payment in full.
- It is always possible that, despite our best efforts, some of the Physical Products may be incorrectly priced. We will normally check prices before accepting your Order so that, where a Physical Product's correct price at the time of your Order is less than our stated price at that time, we will charge the lower amount. If the Physical Product's correct price at the time of your Order is higher than the price stated to you, we will contact you for your instructions before we accept your Order. If we accept and process your Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the Contract and refund you any sums you have paid.
IMPORTANT NOTICES - NFTs AND SOLA TOKENS
Delivery of Physical Products
- The Products that we sell include (without limitation):
Cancellation rights and refunds
- If you are a Consumer, you have a right to cancel an Order for NFTs or SOLA Tokens under the Consumer Contracts (Information, Cancellation and Charges) Regulations 2013 (“CCRs”). However, by submitting an Order for an NFT or SOLA Token you acknowledge and agree that by purchasing such NFT or SOLA Token you are requesting that we provide such NFT or SOLA Token to you immediately, that you will receive the benefit of such product immediately, and that in doing so you will waive your right to cancel such Order.
- Please note that we cannot provide any refunds for any Orders for NFTs or SOLA Tokens whether you are a Consumer or a Business User.
- If you are a Consumer, you have a right to cancel an Order for Physical Products under the CCRs. This right is explained in more detail below.
- The cancellation period for Physical Products will expire 14 days from the day on which you acquire, or a third-party other than the carrier and indicated by you acquires, physical possession of the Physical Products. You may cancel the Contract in respect of all Physical Products delivered or in respect of certain of the Physical Products only. Where you order multiple Physical Products in one order or a Physical Product is delivered in separate parts, lots or pieces, the cancellation period will expire 14 days from the day on which you acquire, or a third-party other than the carrier and indicated by you acquires, physical possession of the last Physical Product, part, lot or piece that makes up your Order.
- To exercise the right to cancel in respect of a Physical Product, you must inform us of your decision to cancel the Contract with us by making a clear statement. The easiest way to do this is to contact us via email on [email protected].
- To meet the cancellation deadline for a Physical Product, it is sufficient for you to send your communication concerning the exercise of your right to cancel before the cancellation period has expired.
- We will send you an acknowledgement of receipt of your notice to cancel an Order for a Physical Product by email.
- If you cancel the Contract with us for a Physical Product, we will reimburse you with all payments received from you in respect of your Order, including the cost of delivery (except for the supplementary costs arising if you chose a type of delivery other than the least expensive type of standard delivery offered by us and for any deductions permitted under clause 10.11 ).
We will make the reimbursement without undue delay, and not later than:
- 14 days after the day we receive back from you any Physical Products supplied;
- (if earlier) 14 days after the day you provide evidence that you have returned the Physical Products; or
- if there were no Physical Products supplied, 14 days after the day on which we are informed about your decision to cancel this Contract.
- We may withhold reimbursement until we have received the Physical Products back or you have supplied evidence of having sent back the Physical Products, whichever is the earliest.
- We may make a deduction from the reimbursement for loss in value of any Physical Products supplied, if the loss is the result of unnecessary handling by you. You are only liable for any diminished value of the Physical Products resulting from the unfair and/or unreasonable wear and tear of the Physical Products other than what is necessary to establish the nature, characteristics and functioning of the Physical Products. We may make a deduction from any reimbursement that you are entitled to from us for such loss in value of any Physical Products we supply.
- If you wish to exercise your rights to a refund for a Physical Product under this clause 10 , you must return those Physical Products to the address indicated by us. We will pay the costs of return if the Physical Products are faulty or misdescribed in accordance with clause 10.16 . In all other circumstances, you must pay the costs of return.
- You are responsible for taking reasonable care of the Physical Products until they are returned to us. We will be unable to provide you with a full refund if the Physical Products are not returned to us or if they are damaged when they arrive.
- We will make the reimbursement using the same means of payment that you used for the initial transaction; you will not incur any fees as a result of the reimbursement.
- You have legal rights in relation to Physical Products that are not as described, faulty or otherwise not fit for purpose. If you believe that any Physical Products that you have ordered do not conform with these Terms of Sale, please contact our us to request a replacement or refund.
- If, due to unforeseen circumstances, we are unable to fulfil your Order or any of the Physical Products in a particular Order, we will refund the value of the Physical Product(s) that we were unable to fulfil and, if the full Order is cancelled, any delivery charges. You may obtain a refund by contacting us (see clause 16 below for the contact details).
NFTs and SOLA Tokens
Nothing in these Terms of Sale excludes or limits our liability for:
- death or personal injury caused by our negligence;
- fraud or fraudulent misrepresentation; and
- any matter in respect of which it would be unlawful for us to exclude or restrict our liability.
- If you are a Business User, clauses 11.3 and 11.4 apply to you.
Subject to clause 11.1:
- You shall indemnify and hold us harmless against any losses, costs, liabilities and expenses suffered or incurred by us and/or our affiliates as a result of any breach of these Terms of Sale.
- If you are a Consumer, clauses 11.6 to 11.8 (inclusive) apply to you.
- If we fail to comply with these Terms of Sale, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms of Sale or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of our breach or if it was contemplated by you and us at the time that the Contract between you and us for your Order became binding [(i.e. when the Confirmation Email for that Order was issued)].
- We only supply Products to you for domestic and private use. You agree not to use the Products for any commercial or business purposes and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
- Notwithstanding clause 11.6, and save as set out in clause 11.1 , our maximum liability to you under these Terms of Sale in respect of any particular Order will be limited to the value of that Order (which includes any delivery charges) as set out in the relevant Confirmation Email.
- Nothing in these Terms of Sale excludes or limits our liability for:
Suspension and termination
If you breach any of these Terms and Conditions, we may immediately do any or all of the following (without limitation):
- issue a warning to you;
- temporarily or permanently remove any User Generated Content uploaded by you to the Platform;
- temporarily or permanently withdraw your right to use the Platform;
- suspend or terminate your Account;
- issue legal proceedings against you for reimbursement of all costs resulting from the breach (including, but not limited to, reasonable administrative and legal costs);
- take further legal action against you; and/or
- disclose such information to law enforcement authorities as we reasonably feel is necessary to do so.
- If you breach any of these Terms and Conditions, we may immediately do any or all of the following (without limitation):
Changes to these Terms and Conditions
- We may make changes to these Terms and Conditions from time to time (if, for example, there is a change in the law that means we need to change these Terms and Conditions) but the Terms of Sale applicable at the time of your Order will apply to that Order. Please check these Terms and Conditions regularly to ensure that you understand the Terms and Conditions that apply at the time that you access and use the Platform and/or order Products.
Other important information
- Each of the clauses of these Terms and Conditions operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
- If we fail to insist that you perform any of your obligations under these Terms and Conditions, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
Governing law and jurisdiction
- These Terms and Conditions are governed by English law. This means that your access to and use of the Platform, your purchasing of Products, and any dispute or claim arising out of or in connection therewith (including non-contractual disputes or claims) will be governed by English law.
- If you are a Consumer, you may bring any dispute which may arise under these Terms and Conditions to, at your discretion, either the competent court of England, or to the competent court of your country of habitual residence if this country of habitual residence is within the UK or is an EU Member State, which courts are (with the exclusion of any other court) competent to settle any of such a dispute. We shall bring any dispute which may arise under these Terms and Conditions to the competent court of your country of habitual residence if this is within the UK or is an EU Member State or otherwise the competent court of England.
- If you are a Consumer and are resident in the UK or the European Union and we direct the Platform to (and/or pursue our commercial or professional activities in relation to the Platform in) the country in which you are resident, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these Terms and Conditions, including clause 15.1 , affects your rights as a consumer to rely on such mandatory provisions of local law.
- If you are a Business User, 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 Terms and Conditions or its subject matter or formation.
Should you have any reasons for a complaint, we will endeavour to resolve the issue and avoid any re-occurrence in the future. You can always contact us at [email protected]. Thank you.
PART 2: TERMS OF SALE
PART 3: GENERAL TERMS