Terms of Use

Elowyn: Quest of Time Game, EWA Token, and Elowyn DAO 

WELCOME TO EARTHWISE CENTRE’S AND EARTHWISE VENTURE'S “Elowyn: Quest of Time” ONLINE GAME (hereinafter referred to as “Elowyn”). BY USING OR ACCESSING Elowyn (AS DEFINED BELOW), BY CALLING AN ACTION ON AN Elowyn SMART CONTRACT AND/OR BY CLICKING ON “I ACCEPT” ON THE SCREEN WHERE THIS AGREEMENT IS DISPLAYED, YOU ARE DEEMED TO AGREE TO BE BOUND BY AND ACCEPT THE TERMS OF THIS AGREEMENT, AS SET OUT BELOW (THE “ACCEPTANCE”). IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO USE, ACCESS, CONNECT TO OR REGISTER TO ACCESS Elowyn AND YOU MUST IMMEDIATELY CEASE DOING SO. THIS AGREEMENT IS ENTERED INTO BY AND BETWEEN EARTHWISE VENTURES USA, INC. a Delaware corporation (“EARTHwise Ventures”), EARTHwise Centre, a CSR registered non-profit company (limited by guarantee), incorporated and based in Mauritius (“EARTHwise Centre”) (both EARTHwise Ventures and EARTHwise Centre, collectively, “EARTHWISE” OR “WE”) AND YOU AND ANY OTHER PERSON, COMPANY OR OTHER LEGAL ENTITY ON WHOSE BEHALF YOU ARE ACCEPTING THIS AGREEMENT (“END USER” OR “YOU”). THESE TERMS OF USE INCORPORATE AND MUST BE READ IN CONJUNCTION WITH OUR PRIVACY NOTICE AND COOKIES NOTICE.

1. Definitions

Unless otherwise defined in these Terms of Use, capitalized terms shall have the meanings set out in this Section 1.

• Acceptance shall have the meaning ascribed in the header of this Agreement.
• Agreement or Terms of Use shall mean these terms of use for the blockchain gaming platform, Elowyn.
• Elowyn shall mean any and all of (i) any Elowyn smart contract, meaning a smart contract installed on any of the following accounts on the Ethereum blockchain, Polygon blockchain or any account in the same format.
• Applicable Law means, with respect to any person or entity, any transnational, domestic or foreign federal, cantonal, other state level or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such person or entity, as amended unless expressly specified otherwise.
• DAO Member Client shall mean the web front end which facilitates calling actions on Elowyn and/or a Elowyn DAO’s smart contracts.
• End User or you shall have the meaning ascribed in the header of this Agreement.Governmental Authority means the government of any nation, of any political subdivision thereof, whether state or local, and/or of any supra-national body such as the United Nations or and/the European Union), as well as any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.
• Party or Parties shall mean, as required by the relevant context, either you or us, or – respectively – you and us collectively.
• Permitted Use shall have the meaning ascribed in Section 3.4 of this Agreement.
• Elowyn DAO shall mean that algorithmic governance system that allow token holders to propose and vote on certain decisions related to the EARTHwise ecosystem.  Votes run through a 3-step process starting with an initial solicitation of interest on the community forum, followed by a consensus vote in the form of an improvement proposal, and finally implementation.
• Reverse Engineer shall mean the examination or analysis of Elowyn to determine its source code, sequence, structure, organization, internal design, algorithms or encryption devices.
• Section shall mean any section of this Agreement.
• Sanctions means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, the government of the United Kingdom, including those administered by Her Majesty’s Treasury of the United Kingdom, or the Swiss Federal Council.
• Sanctioned Person means at any time, (i) any person, entity, institution or other organization (a “Person”) listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or SECO in Switzerland (ii) any Person operating, organized or resident in a Sanctioned Country or (iii) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (i) or (ii).
• Sanctioned Country means, at any time, a country or territory which is the subject or target of any Sanctions
• Website is the website at “earthwise.games” (or such other URL as the website may subsequently be hosted at the Website).

2. Form of Agreement and Interpretation

This Agreement shall apply and be binding on the End User following its Acceptance by the End User. It shall form an integral part of the agreement between the parties, and govern their rights and obligations, with regard to its subject matter.

No specific conditions and no other terms and conditions of the End User or any of its affiliates or any third party shall prevail over this Agreement, unless formally accepted in writing by EARTHwise.

3. License

3.1 Rights

Unless otherwise stated in this Agreement, EARTHwise Centre is the owner or licensee of all rights including all copyrights, trademarks and other intellectual property rights relating to or included within Elowyn, the Website, Materials and Services (“Rights”).

For the avoidance of doubt, and to the greatest extent permitted at law, the Rights include without limitation all Rights in respect of all graphics, logos, text elements, images and all other elements included in and deriving from the gameplay and virtual world featured in  Elowyn, including without limitation in-game names, characters, lore, locations and any virtual assets or items (“Virtual Items”) and their associated benefits or properties acquired or provided for use within Elowyn.

3.2 Grant of License

Elowyn is licensed, not sold, to you within the scope set out below.

3.3 Scope

The license is worldwide, non-commercial, non-exclusive, non-transferable, non-sublicensable and subject to the boundaries of the Permitted Use (“Scope”). The terms of this Agreement, including, without limitation, the Scope, will apply Elowyn and its use, including upgrades, unless an upgrade is accompanied by a new version of this Agreement or a separate Agreement.

3.4 Permitted Use

Your use of Elowyn and any results generated through and/or in connection with Elowyn must adhere to the Scope and rules set forth in this Section (“Permitted Use”):

Observation of Applicable Law, gambling regulations, restrictive measures /sanctions:

You may use Elowyn, the Website, Materials and Services only as and to the extent permitted by Applicable Law. Without limitation to the generality of the foregoing, you may not use the game: (i) if such use would cause any digital asset or item within or in connection with Elowyn to be interpreted as a regulated asset or instrument under Applicable Law (it being understood that the digital assets or items used within Elowyn are designed and intended solely in order to fulfill a specific purpose within the gameplay of Elowyn); (ii) in any jurisdiction in which its distribution, marketing, licensing or use would require a gambling license, registration or similar accreditation under Applicable Law; (iii) in any Sanctioned Country and/or if you are a Sanctioned Person.

Observation of EARTHwise policies:

EARTHwise may, within its sole discretion, release, update or amend, from time to time, certain policies to govern specific aspects of Elowyn, which shall be published in the same manner as these Terms of Use. You may use Elowyn™, the Website, Materials and Services only as and to the extent permitted by and in compliance with such EARTHwise released policies, as in effect from time to time.

Age restrictions:

[You must not use Elowyn, the Website, Materials and Services if you are under 18 years of age.]

Commercial use, streaming, video sharing:

The license is for personal and non-commercial use, it does not comprise the right to commercialize Elowyn or elements thereof. You may not perform in-game services during your use of Elowyn, the Website, Materials or Services for any form of compensation outside of Elowyn. Notwithstanding the above, you are permitted to capture and stream or otherwise distribute on live streaming platforms and/or video sharing platforms, subject to your adherence, at all times, with the terms and conditions of – and the additional obligations imposed by – such platforms, video content of your personal gameplay, provided that such video content shall (a) be compliant with the User Content & Posting and Image Policies, (b) be accessible to the general public free of charge and (c) shall contain a disclaimer whereas any views and opinions expressed in such video content are exclusively your own and do not represent views or opinions of EARTHwise or any other person or entity associated with Elowyn. EARTHwise reserves the right to revoke such permission with regard to existing or potential future content, if it deems any such video content, within its sole discretion, to be, or to potentially be, inappropriate or otherwise detrimental to the operation of Elowyn. In such event, you hereby agree to immediately remove from public access or alter, as instructed by EARTHwise, upon first request of EARTHwise, any such content and that you will not pursue EARTHwise for any actual or potential loss you may incur in connection with such removal or alteration.

Comments and other forms of communication:

You may use EARTHwise’s commenting functions or other forms of communication within Elowyn only in accordance with and in observation of (a) the user content and posting policy pursuant to section 8 hereof (the “User Content & Posting Policy”) and (b) the image policy pursuant to section 9 hereof (the “Image Policy”).

Elowyn DAO affiliation, Elowyn DAO tokens:

You may use your DAO Member Client or direct on chain commands to join an Elowyn DAO governance council [(including, without limitation, by staking EWA to the Elowyn Tree and other direct in-game staking features)]. Joining the Elowyn community will create an affiliation between yourself and the relevant Elowyn DAO. Elowyn DAOs may be independent from EARTHwise and administered by third parties (in particular, unless expressly agreed otherwise, EARTHwise shall not be deemed to be an officer, or otherwise a body, or a member, or otherwise an associate or a representative of any Elowyn DAO). You acknowledge and agree that any affiliation between yourself and a Elowyn DAO does not create or otherwise be deemed to constitute the basis of an association between EARTHwise and yourself and/or such Elowyn DAO. You acknowledge and agree that you join any Elowyn DAO within your sole responsibility and at your own risk. In particular, you acknowledge and agree that you may become liable for actions and/or omissions of any Elowyn DAO you become a member of or otherwise become affiliated with. EARTHwise shall not be liable for any damage you incur though and/or in connection with your affiliation with any Elowyn DAO. By joining a Elowyn DAO, you may receive tokens of such Elowyn DAO.

No modifications, tampering or circumvention:

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

No reverse engineering:

You may not Reverse Engineer Elowyn or otherwise attempt in any way to derive or otherwise determine the source code for the operation of Elowyn.

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 Elowyn, the Website, Materials or Services other than in accordance with the License.

Multiple accounts:

You may, in principle, use multiple accounts per blockchain to interact with Elowyn, including to exercise voting rights within the Elowyn DAO, always provided that you may not use multiple accounts per blockchain:

• to enable more than one candidacy per End User to the governance council of the Elowyn DAO;
• to unduly multiply voting power of the same digital asset (in no event are you allowed to breach the 1 token 1 vote principle); and
• to effect mining actions within Elowyn (only a single account may be used by each End User for mining purposes).

No use of bots:

You may not use any automated software or “bots” in relation to your access or use of Elowyn, the Website, Materials or Services.

No overload, no misuse:

You may not knowingly perform any actions that may cause the computers used to support Elowyn (the “Servers”), the Elowyn code and/or, without limiting the generality of the foregoing, the Elowyn APIs, to become overloaded, to slow down materially, to malfunction and/or to crash.

No unauthorized server access:

You may not connect to the Servers through any software other than the authorized game client software.

No data gathering and extraction:

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

No unauthorized use of trademarks, logos, names, graphics or copyright:

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

No unauthorized use of meta tags:

Without EARTHwise’s written approval, you may not use any meta tags or other hidden text which incorporate EARTHwise’s name or any of its intellectual property including trademarks.

The foregoing restrictions shall not apply if, and only to the extent that, any such restriction is prohibited by Applicable Law or the license terms applicable to the use of open source components included in the Elowyn game. If you require certain interface information for compatibility, interoperability, maintenance or development purposes, you may request EARTHwise to make such interface information available as required by applicable law.

Any use of Elowyn other than a Permitted Use is a material breach of this Agreement. We may, but have no obligation to, monitor your and/or other users’ adherence to the Permitted Use rules.

4. Account Registration, Username

To acquire or make full use of Elowyn and any of the Website, Materials and Services you will need to register for an Elowyn user account (“User Account”). By registering for a User Account, you warrant that all information and personal details you provide to EARTHwise are correct. In addition, you acknowledge that you are aware that the Game can have an 18 years+ classification in certain jurisdictions and warrant that you are over 18 years of age. You may not transfer your registration or any rights you may have in your User Account to any other person or entity.

You will be required to set a username for your User Account and as the case may be, other identifiers in relation to your access or use of Elowyn, the Website, Materials and Services (any such usernames or identifiers “Usernames”). Usernames may be viewable by other users of any of Elowyn, the Website, Materials and Services as applicable. You warrant that any Username you set or otherwise use shall comply with the Posting Policy.

EARTHwise Ventures reserves the right without notice, explanation or liability to:

• restrict or remove your ability to freely set a Username;
• disallow any specific Username;
• edit any specific Username, and/or;
• fully remove any Usernames from Elowyn, the Website or anywhere else related to the Materials and Services (including as part of the Elowyn’ gameplay) where they appear or are stored.

EARTHwise Ventures reserves the right, acting at its sole discretion, to refuse to accept your registration request for a User Account. To the greatest extent permitted by law, EARTHwise Ventures also reserves the right, acting at its sole discretion, at any time to cancel your registration and access to your User Account or to restrict, limit or otherwise change your existing rights of access to your User Account, or any specific feature or benefit afforded to you in relation to your User Account, including without limitation in respect of any Virtual Items (any such action a “Ban”), if it believes, at its sole discretion, that you have breached these Terms of Use or any other agreements between the Parties or for any other reason whatsoever. In such event you agree that EARTHwise Ventures will not be required to provide you with prior notice or explanation in respect of such action. Unless notified otherwise by EARTHwise Ventures within 10 calendar days of such Ban, any Ban by which your access to your User Account is fully canceled shall be deemed as an immediate termination of this Agreement pursuant to Section 19. In an event of Ban, you agree that you will remain fully bound under the terms of this Agreement until its termination or expiry. EARTHwise Ventures may also, where it believes such action is necessary, without notice, block IP addresses of any users who EARTHwise Ventures believes, at its sole discretion, have breached these Terms of Use.

5. Passwords, Access

You must keep all password and login information associated with your User Account confidential and not disclose such information to any third-party or allow a third-party access to your User Account without first obtaining EARTHwise Venture’s written consent. You will be solely responsible for all activities undertaken and/or costs incurred under the use of your password and login. You must notify EARTHwise Ventures immediately if you know or suspect that your User Account has been accessed by a third-party or your login or password details have been, or may have been, obtained by a third-party.

You are solely responsible of ensuring that any process, devices and/or services you employ to access or use Elowyn or any of the Website, Materials and Services (in particular, without limitation, to acquire, hold, manage and transfer NFTs or EWA 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 Section 14, EARTHwise 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 Elowyn or any of the Website, Materials and Services.

6. Virtual Items, EWA, NFTs

6.1 General rule

Virtual Items issued as NFTs or EWA, may be modified, replaced, altered or removed by EARTHwise at any time under Section 10 of this Agreement, whether or not they were purchased for consideration or obtained as part of the gameplay.

6.2 EWA

EARTHwise Ventures may from time-to-time offer EWA cryptographic tokens (“EWA”) as an award for certain achievements within Elowyn’ gameplay in accordance with the procedures and further terms specified within EARTHwise Ventures’s sole discretion. Units of EWA may be issued as tokens issued on the Polygon Blockchain or otherwise as Blockchain based tokens and may be used to obtain certain other Virtual Items, advantages and services within or in connection with Elowyn, as may be offered from time to time. EWA dos not have, and is not intended to have, any cash value, or any value outside of Elowyn and/or the Services.

6.3 NFTs

Notwithstanding the above, the Elowyn gameplay allows its users to own certain specific virtual assets, as EARTHwise may design and release, within its sole discretion, from time to time, in form of non-fungible tokens issued on the ETHEREUM Blockchain or otherwise as Blockchain based tokens, as well as the underlying smart contracts (“NFTs”). NFTs may, but do not have to, be designed as digital collectibles and/or items with a function within Elowyn’s gameplay. Such NFTs are subject to the following policy:

Distribution of NFTs:

NFTs can be earned within Elowyn in accordance with the smart contracts’ functionality, as may be determined at the sole discretion of EARTHwise Ventures, from time to time. In addition, EARTHwise Ventures may at any time, but has no obligation to distribute NFTs in such process and pursuant to such terms as EARTHwise Ventures may determine within its sole discretion. This includes, without limitation, the right to provide NFTs to any individual user, or group of users of Elowyn, the Website, Materials and/or Services or to third parties. Unless otherwise agreed with EARTHwise Ventures in writing, users of Elowyn including the End User, have no preferential rights in connection with any issuance and/or distribution of NFTs by EARTHwise Ventures.

Transfer of NFTs:

NFTs are not designed to be transferred other than within and as required by the gameplay of Elowyn. EARTHwise reserves the right to subject the transfer of NFTs to a dedicated transfer policy, as drafted up at EARTHwise’s sole discretion (an “NFT Transfer Policy”). Any applicable NFT Transfer Policy, as in force from time to time, shall be made available on the Website.

You acknowledge and understand that your transactions on the ETHEREUM platform are public and that your ETHEREUM address will be associated with these transactions. You further acknowledge and accept that you will be solely liable for any fees, costs, deductions or expenses associated with your transactions on the ETHEREUM platform. After an NFT is initially released or put into circulation by us, we have 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 NFTs.

Risks related to the nature of the NFTs:

NFTs are subject to certain inherent risks, in particular because NFTs may be based or enabled by the Smart Contract on the ETHEREUM Blockchain (or any successor digital item standard). These risks include, inter alia, the following, which you acknowledge and accept to solely bear when acquiring, holding, managing, using, transferring and/or otherwise alienating NFTs:

(i) There may not be a market or a market with a sufficient number of potential buyers and sellers of NFTs. NFTs may therefore not be liquid and you may not be able to effectively sell NFTs you have acquired. We make no representations or warranties that NFTs can effectively be sold by you.

(ii) NFTs may not have a use other than within Elowyn, if at all.

(iii) The value of an NFT may be volatile. Virtual currencies and assets can be very volatile and impact the value of NFTs. We make no representations or warranties that any NFTs will retain and/or increase their value.

(iv) The ETHEREUM platform may subject your ability to purchase, hold, manage, use, sell, and/or otherwise alienate NFTs to costs, fees, deductions or expenses, which you hereby agree to fully and solely bear.

(v) The ETHEREUM platform may not function properly and may be subject to hacking, malicious software, interruptions and failures. These events may cause delays or failures in your ability to purchase, hold, manage, use, transfer, or otherwise alienate NFTs.

(vi) Laws may apply in certain jurisdictions and new regulations could be enacted that might limit or require changes to the functionality enabled by the ETHEREUM platform, which could impact and/or impede on your ability to purchase, hold, manage, use, sell, or otherwise alienate NFTs.

(vii) Other changes to the ETHEREUM platform could impact and/or impede on your ability to purchase, hold, manage, use, sell, or otherwise alienate NFTs.

6.4 Withdrawal right

In the event of a Ban resulting in the termination of this Agreement or if this Agreement is otherwise terminated following a breach by the End User, EARTHwise Ventures shall have the right, without notice, explanation or liability, to withdraw or otherwise request the transfer to EARTHwise Ventures or such third party as EARTHwise Ventures may determine within its sole discretion (call option), of all or individual NFTs from the End User and to retransfer such NFTs, against such consideration (if any) as EARTHwise Ventures may deem appropriate within its sole discretion, to itself or third parties.

6.5 Loss of access

If EARTHwise Ventures’ withdrawal right is not exercised in connection with a Termination of this agreement, the End User shall retain ownership of their NFTs. The End User acknowledges and accepts that they may not be able to access, use, benefit from, transfer and/or otherwise dispose of such NFTs following a termination of this Agreement. To the greatest extent permitted by law and without limiting the generality of Section 14, EARTHwise shall neither have any liability for any damage resulting from such loss of access, nor any obligation to refund any purchase price paid for the relevant NFTs to the End User.

7. Compliance

You acknowledge that certain operations in respect of the NFTs, in particular, without limitation, the transfer of NFTs to third parties, may constitute and/or otherwise fall within the scope of regulated activities under Applicable Law in certain jurisdictions. You acknowledge that you may not use Elowyn to engage into any such activities and that EARTHwise makes no representation in respect of, or otherwise in connection with, the suitability of Elowynand/or any output generated by using Elowyn, to engage into any regulated activity or Elowyn’ or such output’s compliance with laws and regulations applicable to such activities. EARTHwise 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 Law 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 Elowyn and/or any output generated by using Elowyn.

8. User Content & Posting Policy

This User Content & Posting Policy applies to any content you post or any statements you make in any manner in connection with Elowyn, in particular on the 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 the Materials and Services (including as part of the Elowyn gameplay) in any way, whether facilitated or otherwise allowable by the Materials and Services (“User Content”).

Posts of User Content may neither, without the prior written approval of EARTHwise Ventures:

• 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 EARTHwise Ventures 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 Law or court orders;
• advertise or promote any person or entity or their goods or services, nor;
• breach any of the representations below.

You herewith grant EARTHwise a perpetual, non-revocable, worldwide and royalty-free license to:

• make use of any User Content as EARTHwise deems appropriate in relation to Elowyn and/or any of the Website, Materials and Services or the promotion of the same, and;
• sub-license third parties, on such terms as EARTHwise deems appropriate, to make use of any User Content as EARTHwise deems appropriate in relation to any to Elowyn and/or any of the Website, Materials and Services or the promotion thereof.

You herewith unconditionally represent that, as of the date of any User Content:

• you own all rights to your User Content or, alternatively, that you have all necessary rights to grant EARTHwise the rights described above;
• you have paid and will pay in full any fees or other payments that may be related to the publication or other use of your User Content, and;
• your User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.

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

• restrict or remove your ability to make and/or share User Content;
• disallow the posting of any specific User Content;
• edit any specific User Content, and/or;
• fully remove any User Content from Elowyn, the Website or anywhere else related to the Materials and Services (including as part of the Elowyn gameplay) where they appear or are stored.

9. Image Policy

This Image Policy applies to any images you make available in any manner in relation to any of the Website, Materials and Services (including as part of the Elowyn gameplay) (“Images”).

All rights of whatever nature (including without limitation copyright, registered and unregistered trade mark rights, rights of personality, privacy, confidentiality and any other intellectual property rights) in any Images must belong to you or you must have the right to make the images available in relation to Elowyn, the Website, Materials and Services in accordance with this Image Policy.

Pornographic, obscene, harassing, threatening, hateful, discriminatory or defamatory Images, as may be determined by EARTHwise Ventures within its sole discretion, or Images otherwise in breach of or infringing on any third party rights and/or any applicable law or court order, are not permitted.

You herewith grant EARTHwise a perpetual, non-revocable, worldwide and royalty-free license to:

• make use of any posts of images as EARTHwise Ventures deems appropriate in relation to Elowyn and/or any of the Website, Materials and Services or the promotion of the same, and;
• sub-license third parties, on such terms as EARTHwise Ventures deems appropriate, to make use of any Posts as EARTHwise Ventures deems appropriate in relation to any to Elowyn and/or any of the Website, Materials and Services or the promotion thereof.

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

• restrict or remove your ability to share Images or otherwise make them available;
• disallow the use of any specific Images;
• edit any specific Images, and/or;
• fully remove any Images from Elowyn, the Website or anywhere else related to the Materials and Services (including as part of the Elowyn’ gameplay) where they appear or are stored.

10. Support, Updates, Alterations, Discontinuation

EARTHwise may, but has no obligation to, offer and subsequently amend, alter, suspend or discontinue support services with regard to Elowyn on such terms as EARTHwise may determine within its sole discretion.

At all times, EARTHwise retains the right to use and/or dispose of the Rights as EARTHwise, at its sole discretion, deems appropriate, including without limitation the right, without notice, to alter, modify, redesign, suspend or discontinue, at any time, any aspect or feature of the Website, Materials (including without limitation the Virtual Items) and Services.

In particular, without limitation, EARTHwise has the right, but no obligation, to maintain, modify and/or update Elowyn within its sole discretion. EARTHwise may, but has no obligation to, provide technical support in respect of Elowyn.

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 Elowyn.

EARTHwise does not undertake to keep any of the Website, Materials or Services updated. To the greatest extent permitted by law EARTHwise 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 Website, Materials or Services or in relation to any User Content or Images, including without limitation where such loss or damage is a result of or contributed to by the negligence of EARTHwise.

EARTHwise reserves the right, but has no obligation, to license updated iterations of Elowyn™ separately and under different terms.

11. Use of Data

11.1 Use of Data by EARTHwise Ventures

You agree that EARTHwise Ventures may collect and use technical data and related information – including but not limited to technical information about your devices, systems and application software, and peripherals – that is gathered periodically to facilitate the provision of updates, support, and other services to you (if any) related to Elowyn. EARTHwise Ventures may use this information in a form which does not identify individuals.

EARTHwise Ventures will use industry standard administrative, physical and technical safeguards to protect any data collected in accordance with this provision and the Privacy Policy. If a court or government agency orders us to disclose any of your personal data, you will be promptly notified so that an appropriate protective order or other remedy can be obtained unless the court or government agency prohibits prior notification.

11.2 Specific Acknowledgements and Consents with Regard to Data on the Blockchain

Elowyn Ventures relies on various blockchain protocols for certain of its features, functions and actions, which include, without limitation, the ETHEREUM blockchain (ERC-721) and Polygon blockchain. Through your participation in Elowyn, you acknowledge and accept (i) that certain data, which may include personal data, is recorded on and irrevocably and permanently stored on the relevant blockchains, which are not controlled by EARTHwise, (ii) that by virtue of its processing and storage on blockchain, any such data is and will irrevocably and permanently remain freely accessible to the public; and (iii) that enabling the relevant features, functions and the ability to perform actions represents, permanently and irrespective of any specific consent, a legitimate interest to process and store, and to make the relevant data available to the public on a blockchain (taking into account the immutable and permanent nature of such processing, storage and availability).

You acknowledge and agree that the foregoing applies in particular, without limitation, to the following data:

• Data identifying your account and wallet, when playing the game, staking digital assets and/or calling actions on an Elowyn smart contract, and;
• Individual data you submit or otherwise provide through the Elowyn user interface and/or Website with regard to your participation in Elowyn, such as e.g., user names, text, images, bio information or other data you submit in connection with your participation in a Elowyn DAO, your candidacy for the Elowyn DAO or any other proposal submitted in the context of Elowyn DAO.

In calling any blockchain actions or in otherwise submitting any data through Elowyn, in particular, but not limited to, in submitting or providing data as described above, (x) you consent to such data being processed, stored and made available as described in the foregoing, (y) independently therefrom and in addition thereto, you confirm your acknowledgement and acceptance with regard to the aforementioned legitimate interest in respect of such data being processed, stored and made available  irrevocably and permanently; and (z) you waive any right to be forgotten in respect of such data as well as any right to withdraw your consent under (x) above (in contemplation of the immutable and permanent nature of its processing, storage and availability on one or several blockchains).

11.3 Privacy Policy

Unless specified otherwise herein, all use of data shall be subject to EARTHwise’s privacy policy, as amended from time to time (the “Privacy Policy”). The Privacy Policy, as currently in force, is available on the Website.

12. Loss of Data

In the event that any information or data (including without limitation in respect of in-game characters, achievements, Virtual Items or general Elowyn gameplay) relating to you or your use of any of Elowyn, the Website, Materials and Services held by EARTHwise or any third-party on behalf of or in coordination with EARTHwise is lost, corrupted or otherwise no longer reasonably available or accessible as determined by EARTHwise in its sole discretion, you agree that to the greatest extent permissible at law EARTHwise will have no liability to you of any nature relating to any such information or data.

13. No Representations and Warranties

EARTHwise does not make or give, and upon entering into this Agreement, you have not relied on, any representations or warranties, whether express or implied, in respect of Elowyn, any of its functions, characteristics or features, its compliance with Applicable Law, its users or otherwise. All warranties are expressly excluded to the maximal extent permitted under Applicable Law. You use Elowyn at your sole risk. Elowyn is provided to you on an “as is”-basis, with all faults it may contain. Without limitation to the generality of the foregoing, while EARTHwise has endeavored to take all reasonable measures and apply appropriate care in the preparation of the contents of Elowyn, the Website, Materials and Services, we do neither represent nor warrant that:

• Elowyn runs uninterrupted and error-free;
• the use of Elowyn is fit for any particular purpose and does not infringe upon any third party’s intellectual property rights;
• any information contained in Elowyn and/or any of the Website, Materials or Services is accurate, adequate, complete or error free or that any User Content or Images are compliant with the User Content & Posting Policy and Image Policy.

Further without limitation to the foregoing, EARTHwise makes no representations whatsoever in respect of the actions and/or behavior of third parties, including, but not limited to, other EARTHwise users. You acknowledge and agree that neither EARTHwise, nor any related party, shall have any obligation, whether express, implied or otherwise, to monitor the activities of and/or to enforce these terms and conditions against any such third parties in the context of Elowyn, regardless of how any failure to do so may affect you.

14. Liability

TO THE MAXIMUM EXTENT ALLOWED BY LAW, EARTHWISE’S LIABILITY TOWARDS YOU AND YOUR ASSOCIATES (WHETHER CONTRACTUAL OR OTHERWISE) WITH RESPECT TO THIS AGREEMENT AND THE USE OF Elowyn SHALL BE LIMITED TO DAMAGES RESULTING FROM WILFUL MISCONDUCT BY EARTHWISE. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, IN NO EVENT SHALL EARTHWISE BE LIABLE TO ANOTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES, LOST BUSINESS PROFITS OR LOST DATA ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF Elowyn.

15. Indemnity

You herewith undertake, irrespective of any fault and knowledge, to fully compensate and indemnify EARTHwise and/or any of its corporate bodies, affiliates and related parties (as directed by EARTHwise) for and against any and all damage incurred or sustained in contract, tort, equity, statute, regulation or otherwise by EARTHwise and/or any of its corporate bodies, affiliates and related parties, including without limitation any economic loss, loss of turnover, profits, business or goodwill, whether direct or consequential, in connection with (i) your actions within Elowyn, and/or (ii) your breach of these Terms of Use and/or (iii) your or any third party’s use of video content created or distributed by you under the permitted streaming and video sharing provisions pursuant to Section 3.4.

You acknowledge and agree that, in the event of a third party claim in the event that you breach these Terms of Use or in connection with your or any third party’s use of video content created or distributed by you under the permitted streaming and video sharing provisions pursuant to Section 3.4, in particular in the event of a claim whereas any of your actions, Posts or Images in connection with Elowyn infringe on any third party’s intellectual property rights, you (and not EARTHwise) will be responsible to bear the cost of the investigation, defense, settlement and discharge of any such claim. You will, however, promptly notify EARTHwise in writing of such a claim and EARTHwise shall have the right, within its sole discretion, to direct any procedural actions in which it has a direct or indirect interest.

17. External Links and Third-Party Services

Elowyn may contain links, references and features that enable you to access other third-party websites or services, which are not owned or controlled by EARTHwise (“Third Party Services”). Any such links, references and features are provided as a convenience and for informational purposes only. They do not constitute an endorsement or an approval by EARTHwise of any of the products, services or opinions of the relevant entity or organization or individual.

Where the gameplay of Elowyn requires or is improved by Third Party Services for certain functions, e.g. for the custody of digital items or assets, EARTHwise does not recommend or mandate the use of any specific Third Party Service.

You are solely responsible for: (i) comprehensively informing yourself about the risks and benefits associated with Third Party Services prior to entering into any transactions with regard to such services; (ii) your selection of Third Party Services you may want to make use of; (iii) any transaction you enter into with a provider of Third Party Services; (iv) any use you make of Third Party Services and (v) the protection of your privacy and data in connection with Third Party Services.

YOU SHOULD EXERCISE CAUTION BEFORE YOU FOLLOW ANY LINKS TO OR ENTER INTO ANY TRANSACTION WITH A PROVIDER OF THIRD PARTY SERVICES.

You acknowledge and agree that: (a) Third Party Services are governed by their own terms of use; (b) we are not responsible for Third Party Services; (c) any link or reference to Third Party Services within Elowyn does not, and shall not be understood to, imply any endorsement, affiliation, sponsorship or recommendation on our part in respect of such services or their providers; (d) without limitation to the generality of section 13 above, we make no representation and give no warranty whatsoever with respect to Third Party Services; (e) to the greatest extent admissible under Applicable Law, EARTHwise shall have no liability for or in connection with Third Party Services, in particular, without limitation, in connection with their availability, cost, content, advertising, compliance, noninfringement, compatibility with Elowyn, fitness for purpose, or any transactions you may enter into with regard to Third Party Services; and (f) you shall not, under any circumstances, cause EARTHwise to become a party to any dispute whatsoever between you and third parties concerning Third Party Services.

18. Breach and Remedies

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

If you breach any provision of or undertaking under this Agreement, EARTHwise shall have the right to seek specific performance in respect of your obligations under this Agreement, 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).

EARTHwise has the right to seek equitable legal remedies to prevent detrimental consequences and effects that cannot easily be remedied or to ensure an effective enforcement of your obligations under this Agreement.

19. Term and Termination

This Agreement shall remain in effect beginning on such date as it is entered into, unless terminated by either Party in accordance with these Terms of Use.

EARTHwise Ventures may terminate this Agreement if, in our sole discretion, we determine that there has been a breach of these Terms of Use, a material breach of any other agreement between the Parties or a violation of law. If the cause of such termination is reasonably capable of being remedied, we will provide you notice of what actions you must take to reinstate a state acceptable to us within our sole discretion. If you fail to take such actions or the cause cannot be remedied within 10 calendar days, the Agreement will be terminated with immediate effect.

You may terminate this Agreement (and therefore your right to make permitted use of Elowyn) by 15 days notice to EARTHwise Ventures.

Upon termination, all licenses granted herein end immediately. You will cease using Elowyn and return to us or uninstall and destroy any Materials you may have in your possession. Termination of the Agreement will not relieve you of your obligation to pay any amounts you owe up to and including the date of termination.

The effects of an expiry or termination of this Agreement on any NFTs are governed by Section 6 hereof.

20. Miscellaneous

20.1 Notifications

In registering your User Account, but in any event before using Elowyn, you may provide to EARTHwise a valid email address (the “Notification Address”). You acknowledge and accept that EARTHwise may send any notifications to you hereunder, by way of simple unencrypted email to the Notification Address. Any such notification shall be deemed received when it is sent by EARTHwise to the Notification Address.

Notices to EARTHwise shall be made by registered mail to EARTHwise’s registered address.

20.2 Terminology

In materials other than these Terms of Use and the Elowyn policies released by EARTHwise (such other materials, e.g. marketing materials, other communications or materials released by third parties which may or may not be related to EARTHwise, the “Other Materials”), certain features and actions of Elowyn may be referred to using terminology which deviates from the terminology used in these Terms of Use.

Among other terms, the term “syndicate” may be used to designate a Elowyn DAO and the term “pledging” may be used to designate the action and/or the of staking.

20.3 Language

These Terms of Use may be translated into various other languages than English as part of their distribution. Any such translation is for convenience only and shall have no legal effect. Only the English language version, as in force from time to time, shall be authoritative and shall prevail over any other version in the event of inconsistencies.

20.4 Amendments

EARTHwise reserves the right to amend these Terms of Use from time to time upon placing any such amendments on the Website or by providing you direct notice of any such changes. Your continued use of any of the Website, Materials and Services thereafter will be deemed to as acceptance by you of any such changes to this Agreement.

20.5 Assignment

You may not assign any of your rights or obligations hereunder, whether by operation of the law or otherwise.

20.6 No Waiver

The failure of EARTHwise to exercise or enforce any right under this Agreement shall neither be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.

20.7 Severability

If any provision, or portion of a provision, contained in the Agreement is invalid or unenforceable, the remaining provisions, or the remaining portion of such provision, shall remain in full force and effect. Instead of the invalid provision, a rule shall apply that achieves as closely as possible the intention of the parties in drafting the invalid provision.

20.8 Applicable Law and Jurisdiction

To the maximum extent allowed under Applicable Law, this Agreement is governed by the substantive laws of the State of California, to the exclusion of its rules of conflict of laws and to the exclusion of international treaties.

To the maximum extent allowed under Applicable Law, all disputes under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Los Angeles County, State of California, and each of the parties undertakes to fully subject itself to such jurisdiction, always provided that each of the parties shall be entitled to seek preliminary measures and injunctive relief before any competent court according to applicable law.

Without limitation to the scope and/or effect of the foregoing, YOU AND EARTHWISE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and EARTHwise agree otherwise, an arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.