Please read carefully the terms of this End User License Agreement (the “EULA”) and note that there may be specific terms or conditions applicable to You as a End User in a given jurisdiction, as detailed below.
All capitalised terms and expressions used in this EULA are defined here.
The licences and rights granted hereunder are so granted in consideration for your continued compliance with all obligations set out herein.
Please refer to our Privacy Notice for information about how we collect, use, share and otherwise process information about you.
This EULA is a binding contract between You and Myria concerning your use of Myria’s services (the “Service”) on www.myria.com, including the website as well as any other media form, media channel, or mobile website related, linked, or otherwise connected thereto, as operated by Myria and constituting the Myria ecosystem (collectively, the “Site”).
Your continued use of any part of the Services provided on the Site shall constitute your acknowledgement and agreement to the provisions of this EULA. You must immediately stop using the Services available on the Site if You do not agree to all of the provisions of this EULA.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference.
Myria reserves the right, in its sole discretion, to make changes or modifications to this EULA at any time and for any reason. It is your responsibility to periodically review the EULA on the Site to stay informed of updates and You waive any right to receive specific notice of each such change. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised EULA by your continued use of the Services after the date such revised EULA is posted.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Service is intended for End Users who are at least 18 years old. You agree that by using the Site and the Service You are at least 18 years of age, or accessing the Service under the supervision of a parent or guardian, and You are legally able to enter into a contract. If You are a parent or legal guardian of a End End User under the age of 18 (or the age of legal majority), You agree to be fully responsible for the acts or omissions of such End User in relation to the Service. If You use the Service on behalf of another person or entity, (a) all references to “You” throughout the EULA will include that person or entity, (b) You represent that You are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event You or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
The Service is licensed, not sold, to You for use only under the terms of the EULA, subject to your complete and ongoing compliance with the terms and conditions of the EULA. Myria hereby grants You a personal, limited, revocable, non-transferable license to access and use the Service solely for your own use.
You may not modify, alter, reproduce, or distribute the Service. You may not directly rent, lease, lend, sell, redistribute or sublicense the Service. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of any portion of the Service, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law), nor attempt to disable or circumvent any security or other technological measure designed to protect the Service or any content available through the Service. If You breach these license restrictions, or otherwise exceed the scope of the licenses granted in the EULA, then You may be subject to prosecution and damages, as well as liability for infringement of intellectual property rights, and denial of access to the Service.
WITHOUT LIMITING ANY OTHER PROVISION OF THIS EULA, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THIS EULA OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your access to the Site for any reason, You are prohibited from attempting to access the Site under your name, a fake or borrowed name, or the name of any third party, even if You may be acting on behalf of the third party. In addition to terminating or suspending your access, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
You may not access or use the Service for any purpose other than that for which we make the Service available. The Service may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a End User of the Services and the Site, You agree not to:
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of this EULA; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or this EULA, including without limitation, reporting such End User to law enforcement authorities; (3) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (4) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
“Myria” and our logos, our product or service names, our slogans and the look and feel of the Service are trademarks of Myria and may not be copied, imitated or used, in whole or in part, without our prior written permission, which may be obtained by emailing firstname.lastname@example.org. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Service are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
You and Myria agree that any dispute arising out of or related to this EULA or the Service is personal to You and Myria and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
Any dispute arising from these Terms and your use of the Service will be governed by and construed and enforced in accordance with the laws of the Cayman Islands. Any dispute between the parties that is not subject to arbitration will be resolved in the Cayman Islands.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice. Myria does not warrant that the content will be uninterrupted or error free or free of computer viruses, contaminants or other harmful items.
THE SITE AND SERVICE IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Myria WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SITE OR SERVICE, INCLUDING, BUT NOT LIMITED TO INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. You AGREE THAT YOUR USE OF THE SITE AND SERVICE WILL BE AT YOUR SOLE RISK. Myria IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOSSES THAT RESULT FROM YOUR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, YOUR USE OR INABILITY TO USE THE SERVICE; ANY CHANGES TO OR INACCESSIBILITY OR TERMINATION OF THE SERVICE; ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO, OR ALTERATION OF ANY TRANSMISSION OR DATA; ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SERVICE; ANY ACTIVITIES OR COMMUNICATIONS OF THIRD PARTIES; OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SERVICES. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE OR SERVICE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.
IF You ARE DISSATISFIED WITH THE SERVICE, You AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE FOR You TO DISCONTINUE YOUR USE OF THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Myria may link to products and services offered by third parties through the Service. These third-party products and services are not offered by Myria and Myria is not responsible for any damages or losses that You might incur as a result of your use or purchase of these products and services.
You shall and hereby do waive California Civil Code Section 1542 or any other similar law of any jurisdiction, which says in substance: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You may have other rights which vary from jurisdiction to jurisdiction.
You hereby agree to defend, indemnify, and hold Myria harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Service; (2) breach of this EULA; (3) any breach of your representations and warranties set forth in this EULA; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; (5) any overt harmful act toward any other End User of the Service with whom You connected via the Service; or (6) any breach of, or failure to comply with, applicable law. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify us, and You agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify You of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
We reserve the right to modify our Service or to suspend or stop providing all or portions of our Service at any time. You also have the right to stop using our Service at any time. We are not responsible for any loss or harm related to your inability to access or use our Service.
We will maintain certain data that You transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, You are solely responsible for all data that You transmit or that relates to any activity You have undertaken using the Site. You agree that we shall have no liability to You for any loss or corruption of any such data, and You hereby waive any right of action against us arising from any such loss or corruption of such data.
You agree and consent to receive disclosures and communications from us regarding our services (“Communications”), including, but not limited to:
We may provide Communications to You by email or by making them accessible on the Site or through email (including via “hyperlinks” provided online and in emails). We may always, in our sole discretion, provide You with any Communication via paper.
Visiting the Site, sending us emails, and completing online forms constitute Communications. You consent to receive Communications, and You agree that all agreements, notices, disclosures, and other communications we provide to You electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. You HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
Withdrawal of Consent
You may withdraw your consent to receive Communications under this EULA by contacting us at email@example.com. We will process your request to withdraw your consent to receive electronic Communications in a reasonable time. After we process your request, your access and use of the Service will terminate.
Requesting Paper Copies
You may request that we mail a paper copy of any electronic Communication by contacting us at firstname.lastname@example.org. We may charge You fees associated with processing and mailing your request. We will send a copy of the Communication to You within a reasonable timeframe.
Termination and Changes
We reserve the right, in our sole discretion, to discontinue the provision of your Communications, or to terminate or change the terms and conditions on which we provide Communications. We will provide You with notice of any such termination or change as required by law.
This EULA and any policies or operating rules posted by us on the Site or in respect to the Service constitute the entire agreement and understanding between You and us. Our failure to exercise or enforce any right or provision of this EULA shall not operate as a waiver of such right or provision. This EULA operates to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of this EULA is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from this EULA and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between You and us as a result of this EULA or use of the Service. You agree that this EULA will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses You may have based on the electronic form of this EULA and the lack of signing by the parties hereto to execute this EULA.
You must carefully read these terms (the “Terms”) before registering to use or using the Protocol. All capitalised terms and expressions used in these Terms are defined here.
By installing, copying or otherwise using the Protocol, You accept that these Terms apply to You and that they constitute a legally binding agreement between You and Myria, and You agree to be bound unconditionally to all provisions herein.
Your continued use of any part of the Protocol shall constitute your acknowledgement and agreement to the provisions of these Terms.
You must immediately stop using the Protocol and delete any software You have copied if You do not agree to all of the provisions of these Terms.
The licences granted under these Terms are so granted in consideration for your continued compliance with all obligations set out in these Terms.
1.1 Protocol Licence
Subject to the all provisions set forth in these Terms, Myria hereby grants You the Licence: a worldwide, non-exclusive, revocable, non-transferable, royalty-free licence to use the Myria Materials (including the Protocol) only for the Permitted Purpose.
1.2 Brand Licence
Subject to the all provisions set forth in these Terms, Myria hereby grants You the Brand Asset Licence: a worldwide, nonexclusive, non-transferable, royalty-free licence to use the Brand Assets for the Permitted Purpose only and during the Term, provided always that You comply with the instructions provided by Myria from time to time.
1.3 Conditional Licences
Other than to the extent expressly permitted in these Terms, or if express written authorisation is provided by Myria, each Licence is conditional upon your strict adherence to all of your obligations set out in these Terms.
You hereby grant to Myria the Developer Licence: a worldwide, nonexclusive, non-transferable, royalty-free licence to use your trademarks, service marks, and logos for the sole purposes of the promotion, marketing and advertisement of the collaboration between You and Myria and You hereby warrant that You have the necessary rights to use and to grant the Developer Licence.
3.1 Responsibility and Commitments
3.1.1 You will be solely responsible for the Product and for all activities carried out in respect of the Product, and Myria shall not be responsible or liable towards the End Users or any other persons or entities for the Product or for any activities carried out in respect of the Product.
3.1.2 You must:
3.1.3 You must take all appropriate actions to prevent any unauthorized access or use of and, in the event of any such unauthorized access or use of any password or user identification or any other known or suspected breach of security, shall promptly notify Myria and use reasonable efforts to stop any unauthorized access or use of the Protocol that You know or suspect.
3.1.4 You must keep Myria promptly informed as to any problems, defects, bugs, or errors encountered with the Protocol and as to any suggestions or complaints received from End Users relating to the Protocol.
3.2 Your Warranties
3.2.1 You hereby represent, warrant and covenant that:
3.3 Use Restrictions
3.3.1 You will use the Protocol only in accordance with these Terms and any instructions and documentation provided by Myria from time to time, in accordance with the Permitted Purpose, in compliance with all Applicable Laws and not for or in connection with any unlawful act or purpose.
3.3.2 Except as expressly provided herein, You will not, and will not permit any person or entity (including any End User using the Protocol via the Developer’s Platform) to:
3.4.1 You are solely responsible for compliance with all Applicable Laws and regulatory requirements applicable to You and the Product, in any jurisdiction, including for the procurement of permits and certificates, registration with or reporting to any Governmental Authorities and record-keeping, and for the performance of all applicable anti-money laundering (AML), Counter-Terrorist Financing, and know your client (KYC) procedures or similar requirements, and will bear all associated risks and costs.
3.4.2 You will promptly inform Myria in writing of any claim, allegation or investigation relating to you, the Product or the Platform.
3.4.3 You must, from time to time, at the request of Myria, confirm in writing that You have complied with your obligations under these Terms, and You must provide any information reasonably requested by Myria in support of such compliance; and provide Myria access to and copies of records that concern your activities relating to these Terms, as reasonably necessary to verify your compliance with its and their obligations under these Terms. Myria or its designee may, upon reasonable notice and during regular business hours, audit and verify your compliance with your obligations under these Terms.
3.4.4 Upon request, Myria will make available to You any available information reasonably required to allow You to meet your regulatory and compliance obligations under these Terms.
3.5 Revenue Report
For the purposes of ensuring all Fees have been properly calculated and paid, no more than once per calendar quarter, Myria may request that You provide a revenue report setting out all gross revenue generated by your business which is subject to the Fees under these Terms (Revenue Report). Each Revenue Report must be signed by your director or Chief Financial Officer, who must confirm that the Revenue Report accurately reflects all revenue generated in the period covered by the request.
3.6 Audit Rights
At Myria’s request, You must make available your books and records to an Auditor within 21 days of a request being made, for the purposes of the Auditor reviewing your books and records to verify that the Fees have been accurately calculated and paid. You must provide all assistance and accommodation at your own cost to the Auditor, whose fees must be paid by Myria in the first instance. If, as a result of the audit, an underpayment of Fees is identified by the Auditor, then You shall immediately pay the underpayment, together with interest of 2% per month compounding and You must pay the costs of the audit (including the Auditor’s fees) as a debt due to Myria.
4.1 Availability of Protocol and Disaster Recovery
For so long as Myria chooses to maintain the Protocol, it will undertake reasonable efforts to ensure the Protocol is available, including hosting any part of the Protocol which requires hosting and maintaining a commercially reasonable disaster recovery plan, however neither Myria, nor any of its Personnel, will be liable for any times at which the Protocol is not accessible including if this is due to factors outside of Myria’s reasonable control.
4.2 Technical Support
Myria may make available technical support to You in respect of the Protocol at fees which will be provided upon request.
4.3 Standard of Personnel
Myria warrants that, to the extent necessary to enable it to comply with all of its obligations under these Terms, it will employ suitable trained and experienced personnel.
5.1 Except as expressly provided under these Terms:
5.2 You agree that any feedback or ideas that You provide to Myria regarding the Protocol (including as to the Back-End Infrastructure) or any suggested improvements thereto (together, the “Feedback”) is and will be the exclusive property of Myria.
5.3 You shall immediately disclose all Inventions and Feedback to Myria. You hereby irrevocably and unconditionally assign and transfer to Myria all rights, title and interest in and to now existing or later created Inventions and Feedback (including all Intellectual Property Rights therein). In the event that any assignment under paragraph 3 of Section 5.1 may be ineffective or incomplete as a result of any operation of law, statutory or otherwise, You hereby unconditionally and irrevocably grant to Myria a worldwide, paid-up, royalty free, perpetual, irrevocable, and exclusive (even as to you) license to use, practice and exploit the Inventions and Feedback, with a right of sublicense through multiple tiers, and waives the enforcement of such rights, and agrees never to assert such rights against Myria or any of Myria’s licensees or sublicensees. In addition, You agree to obtain such assignment, waiver, covenant not to assert such rights, or license from any Affiliate, subcontractor, consultant, or employee who creates, either in whole or part, the assigned rights, and agrees to (and cause its Affiliate, subcontractor, consultant or employee to) execute such instrument and take such further action reasonably required by Myria to evidence such assignment and to obtain and maintain patent and other protection for the Inventions and Feedback.
5.4 For the avoidance of doubt, these Terms does not govern any Intellectual Property Right in respect of any Digital Asset.
6.1 The Fees are payable in the currency (or cryptocurrency) in which a transaction occurs involving the Protocol, including if occurring via the Developer’s Platform.
6.2 Fees will be denominated in USD at the time of the transaction. Should the transaction currency at Section 6.1 not be USD, the Fees will be calculated by using the relevant current market exchange rate as determined by Myria in its absolute discretion.
6.3 You agree to pay the Primary Sales Fee and the Trading Fee and any other fees which Myria notifies to You will apply.
6.4 Fees, including Trading Fees, will be automatically collected by the Protocol for trades of Digital Assets executed using the Protocol.
6.5 Terms of payment for any Primary Sales Fees may be the subject of a separate agreement between Myria and you.
6.6 Myria reserves the right to change the Primary Sales Fee or the Trading Fees or the terms of payment upon providing 48 hours notice.
7.1 Any NFT which is minted by You using the Protocol will remain your property or the End User (if You permit End Users to mint NFTs) and nothing in these Terms will transfer, or is intended to transfer, any Intellectual Property rights in any NFT to Myria.
7.2 Myria will not have access to, or keep any copies of any Private Key in respect of any NFT minted using the Protocol, nor will Myria have any title or interest in the NFTs which are listed, minted or traded by You using the Protocol other than the right to the Fees set out in these Terms.
7.3 You acknowledge and agree that:
During the Term of these Terms, You will display Myria’s name, trademarks, and logos in all marketing materials that include information about the partnerships or technical architecture in respect of the Platform, all in the manner to be agreed with Myria. During the Term, Myria may include your name, trademarks, and logos in Myria’s marketing and promotional materials and on its website.
Neither party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to these Terms and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.
These Terms commence when You are granted access to use the Protocol and continue until either You cease using the Protocol or these Terms are terminated (Term).
10.2 Suspension or Termination
Myria reserves the right to terminate or suspend your access to the Protocol without notice if You are in breach of any of the provisions of these Terms.
10.3 Termination for convenience
These Terms may be terminated by Myria at any time, without cause, in Myria’s sole and absolute discretion.
10.4 Effect of Termination
10.4.1 Any termination (howsoever occasioned) shall not affect any accrued rights or liabilities of either party, nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
10.4.2 On expiration or termination of these Terms, for any reason:
10.4.3 Termination of these Terms for any reason shall not release any party hereto from any obligation or liability which, at the time of such termination, has already accrued to the other party or which is attributable to a period prior to such termination nor preclude any party from pursuing any rights and remedies it may have hereunder or at law or in equity with respect to any breach of these Terms, subject, however, to the limitations of liability in these Terms.
10.5 Surviving Provisions
Upon expiration or termination of these Terms, the provisions which, by their nature, are intended to survive expiration or termination of these Terms shall so survive.
11.1 The Myria Materials, including the APIs, SDKs and Back-End Infrastructure, are provided “AS IS”.
11.2 Except to the extent any statutory rights apply which cannot be excluded, limited or waived, Myria and its Affiliates:
11.3 You must release, and must procure that all End Users agree to release, Myria and its Personnel, and Myria’s suppliers and contractors (including expressly StarkWare Industries Ltd.) and their Personnel from any liability or responsibility whatsoever relating to You or their End User’s use of the Protocol, including in respect of trading NFTs via the Protocol, including for any loss of an NFT Asset, digital assets or tokens, and including in respect of any loss of profit, loss of revenue, loss of opportunities or loss of use, whether due to security breach or cyber attack, or electronic or technological failure, registration errors or for any other reason (End User Release).
11.4 To the greatest extent permitted by applicable laws, Myria will not be liable to You for any matter arising from or relating to these Terms or the subject matter hereof, under any cause of action, including, without limitation, contract, tort or strict liability.
11.5 Myria is not responsible for any losses or harms sustained by Developer or any End User due to vulnerability or any kind of failure, behavior of software (e.g., Smart Contract), blockchains, or any other features of or inherent to Digital Assets. Myria is not responsible for casualties due to developers’ or representatives’ delay or failure to report any issues with any blockchain supporting the platform or Digital Assets minted thereon, including, without limitation, forks, technical node issues, or any other issues that result in losses of any sort.
11.6 Neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages of any kind, under or in connection with these Terms, or for any loss of profits, revenues, business opportunity, goodwill or data, or for interruption of business or the cost of procurement of substitute goods or services, even if the possibility of such damages was disclosed to it or could have been reasonably foreseen.
12.1 To the maximum extent permitted by law, You agree to indemnify and keep indemnified Myria, and its Personnel, against any action, liability, cost, claim, loss, damage, proceeding or expense suffered or incurred directly or indirectly arising from your use of, or End Users using, the Protocol.
12.2 You will defend, indemnify and hold harmless Myria, its Affiliates and their respective directors, officers, employees and agents, from and against any damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) claims by the End Users relating to the Product (“End User Claims”); and (ii) your negligence or willful misconduct in performing obligations under these Terms; (iii) your violation or non-compliance with any laws or regulations; or (iv) your breach of these Terms.
12.3 Myria will (a) give You reasonable written notice of the matter for which it is seeking indemnification hereunder; (b) permit You to have sole control over the defense and settlement thereof, and © reasonably cooperate with You (at your expense) in the defense and settlement thereof. You will keep Myria fully informed of the status of any litigation or dispute resolution procedure, will give due consideration to the suggestions and requests of Myria concerning the conduct of the litigation or dispute resolution procedure, and will not settle any matter covered by this Section without the prior written consent of Myria.
13.1 The parties agree to make a good-faith effort to amicably resolve any dispute arising from or in connection with these Terms or the interpretation thereof.
13.2 If the dispute has not been settled amicably within thirty (30) days (or such longer period as may be agreed upon between the parties) from when the dispute resolution process was instituted, any party may elect to commence arbitration. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by binding arbitration under the London Court of International Arbitration (LCIA) Rules, which Rules are deemed to be incorporated by reference into this Section. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.
14.1 No Partnership or Joint Venture
Nothing herein contained shall constitute a partnership between or joint venture by the parties hereto or constitute any party the agent of the others. No party shall hold itself out contrary to the terms of this Section 14. No party shall become liable by any representation, act, or omission of the other contrary to the provisions hereof. Neither party to these Terms shall have any express or implied right or authority to assume or create any obligations on behalf of, or in the name of, the other party, or to bind the other party to any contract, agreement, or undertaking with any third party.
These Terms will be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Neither party may assign these Terms or any right under these Terms, without the consent of the other party, which consent will not be unreasonably withheld or delayed; provided, however, that any party may assign these Terms to an acquirer of all or substantially all of the business of such party to which these Terms relates, whether by merger, asset sale or otherwise. Myria may use subcontractors in performing its duties under these Terms, provided, however, that it will not be relieved of any obligation under these Terms.
Except as otherwise permitted in these Terms, notices under these Terms will be in writing and will be deemed to have been given (a) five (5) business days after mailing if sent by registered mail, (b) when transmitted, if sent by email, provided that a delivery receipt notice is obtained, or (c) when delivered, if delivered personally or sent by courier service; in each case to the address set forth below:
14.4 Force Majeure
Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line and power failures, and regulatory impediments. If such an event prevails for a continuous period of more than 8 (eight) weeks, the other party will be entitled to terminate these Terms upon no less than fourteen (14) days prior written notice.
No waiver will be effective unless it is in writing and signed by the waiving party. The waiver by any party of any breach of these Terms will not constitute a waiver of any other or subsequent breach.
If any term of these Terms is held to be invalid or unenforceable, that term will be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of these Terms will remain in full force.
Except as expressly provided in these Terms, each party will pay all costs and expenses of whatever nature incurred by such party in connection with its activities under these Terms.
14.8 Sales Tax
All Fees referred to in these Terms are exclusive of any applicable goods and services tax (GST) sales tax, value added tax, use tax or analogous tax which shall be added to the amount of any Fees due and shall be paid by you. In the event such tax is not paid and is later found to be applicable to any payments due under these Terms, You agrees to pay such taxation amounts on demand together with any interest, costs or penalties levied on Myria. If You impose any other fees or charges in addition to the Fees, You are solely responsible for the imposition and collection of any GST, sales tax, value added tax, use tax or analogous tax which may be payable on those fees.
14.9 Entire Agreement
These Terms (including all Schedules and exhibits) contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties concerning the subject matter of these Terms. These Terms may be amended solely in writing signed by both parties.
Myria may amend the terms of these Terms from time to time and provide notice of the updated terms. Such terms take effect when You use the Protocol following the change.
14.11 No Third-Party Beneficiaries
These Terms is an agreement between the parties and confers no rights upon any party’s employees, agents, contractors, partners, customers, or any other person or entity.
14.12 Independent Contractor
The parties have the status of independent contractors, and nothing in these Terms nor the parties’ conduct will be deemed to place the parties in any other relationship. Except as provided in these Terms, neither party will be responsible for the acts or omissions of the other party or the other party’s personnel.
14.13 No Further Warranty or Representations
Neither You or Myria have given any warranty or made any representation to the other about the subject matter of these terms, other than those warranties and representations appearing in these terms.
14.14 Order of Precedence
To the extent there is any difference between these terms and any Documentation, advertisement or other communication, the content of these terms take precedence to the extent of such inconsistency.
14.15 Governing Law
These Terms will be governed by and construed in accordance with the laws of the Cayman Islands, without regard to conflict-of-laws principles.
Account means the account that the Developer may be required to create with Myria in order to gain access to the Myria Materials;
Affiliates means as to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the specified Person. The term “control” as used herein (including the terms controlling, controlled by, or under common control with) shall mean possession, directly or indirectly of at least fifty percent (50%) of the voting equity of another entity (or other comparable interest for an entity other than a corporation), or the power to direct or cause the direction of the management or policies of an entity whether through ownership of securities, by contract or otherwise.
API means the Application Programming Interfaces made available from time to time by Myria to the Developer;
Applicable Law means any statute, law, regulation, ordinance, rule, determination, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, requirement, or any similar form of a decision of, or any provision or condition of any permit, license or other operating authorization issued by any governmental authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect, in any jurisdiction.
Auditor means a third party auditor nominated by Myria;
Back-End Infrastructure means software, hardware and networking architecture supporting the APIs and SDKs, which produces proofs of computational integrity and sends them to the blockchain, as well as additional software and technology;
Brand Assets means the name “Myria” and associated logo used by Myria in connection with the Myria brand;
Brand Licence means a worldwide, nonexclusive, non-transferable, royalty-free licence to use the Brand Assets for the Permitted Purpose only and during the Term;
Developer means you, the reader, if you register to use and use the Protocol as an individual, or the person (individual or company, or entity of any kind) you ultimately represent.
Developer Data means any information transmitted to the APIs by the Developer or by an End User of the Developer’s operations which involves NFTs;
Developer Licence means a worldwide, nonexclusive, non-transferable, royalty-free licence to use the Developers Brand Assets for the sole purposes of the promotion, marketing and advertisement of the Developer’s collaboration with Myria;
Developer Materials means any content or data uploaded to the Platform by or on behalf of the Developer. For the avoidance of doubt, Developer Materials do not include any End User Materials or Transaction Data.
Developer’s Platform means an interface hosted by or on behalf of the Developer or other integration between the Developer’s software and the Protocol which allows for interactions with NFTs, which may involve End Users registering their digital wallets with Myria, and/or include sales and trading or minting, including sales trading of NFTs minted via the APIs;
Digital Assets means all blockchain-based assets or rights, or other similar digital representations of rights or assets, including (without limitation) NFTs, cryptocurrencies, and other blockchain tokens in respect of the Product initially made available on the Platform by the Developer;
Documentation means any material which Myria makes available to the Developer in connection with the use of the API;
End Usermeans an individual or entity that subscribes to a Product, mint or trade Digital Assets relevant to a Product, or otherwise use or interact with a Platform through a Product;
End User Materials means any content or data uploaded into the Platform by or on behalf of an End User that is used in connection with Developer’s license of the Services hereunder, including any content or data embodied by, embedded in, or otherwise comprising an NFT minted by any End User. For the avoidance of doubt, End User Materials do not include any Transaction Data;
End User Release has the meaning set out in Section 11.3;
EULA means such terms and conditions or End User Licence Agreement in force between the Developer in respect of its Platform and users of that Platform;
Force Majeure event has the meaning set out in Section 14.4;
Governmental Authority includes any domestic or foreign federal, provincial, state, municipal, local or other governmental, regulatory, judicial, or administrative authority;
Intellectual Property means all intellectual property rights of any kind including but not limited to copyright (including rights in computer software), trade mark, service mark, design, patent, trade secret, code, trade, business, domain or company names, moral rights, rights in confidential information, know-how or other proprietary rights (whether or not any of these are registered and including any application for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world;
Intellectual Property Rights means patents, trademarks, trade secrets, copyrights, moral rights, and any other form of intellectual property rights, in any jurisdiction, including applications and registrations for any of the preceding;
Licence means the Platform Licence or the Brand Licence;
Myria means Myria;
Myria Materials means the APIs, SDKs, Back-End Infrastructure and Documentation;
Myria Platform means the comprehensive layer two tokenization gaming platform anchored to Mainnet Ethereum operated by Myria;
NFT means a non–fungible cryptographically secured token;
Permitted Purpose means:
Person means individual, corporation, partnership, limited liability company, association, trust, unincorporated entity or other legal entity;
Personnel means any employee, contractor, subcontractor, supplier, agent, partner, shareholder, ultimate beneficial owner, director or officer of a party;
Platform means any of the Myria Platform and the Developer’s Platform
Primary Sales means the first time that an NFT collection is sold by a Developer to an End User using the Protocol;
Primary Sales Fee means those fees applicable to the Primary Sales of NFTs using the Protocol as published by Myria from time to time, presently available here;
Private Keys mean the cryptographic private key corresponding to public keys in respect of NFTs;
Product means a product developed by any Developer and available on a Platform;
Protocol includes the Myria Materials, APIs, SDKs and Back-End Infrastructure;
Revenue Report has the meaning set out at Section 3.5;
SDK means the software development kit(s) made available by Myria from time to time in connection with the APIs;
Smart Contract means the system of software code running on the Ethereum Blockchain used as part of the Protocol;
Term has the meaning set out in Section 10.1;
Trading the trading of any Digital Asset on the Platform whether when minted or as a secondary sale;
Trading Fee means those fees applicable to secondary trading of NFTs using the Protocol as published by Myria from time to time;
Transaction Data means all data relating to transactions inputted by the Developer, the End Users, or any other person authorized by the parties, on the Platform in connection with the Product, including but not limited to data relating to the Trading;
Work Product means any development work or other work product produced within the scope of this Agreement and the Intellectual Property Rights thereto;
You means you, the reader, if you register to use and use the Protocol as an individual, or the person (individual or company, or entity of any kind) you ultimately represent.
Rules of Interpretation:
In the Terms, unless the context otherwise requires:
(a) reference to a person includes any other entity recognised by law and vice versa;
(b) words importing the singular number include the plural number and vice versa;
(c) words importing one gender include every gender;
(d) any reference to any of the parties by their defined terms includes their executors, administrators, legal personal representatives, successors and permitted assigns;
(e) a provision must be read down to the extent necessary to be valid. If it cannot be read down to that extent, it must be severed;
(f) Section headings are for reference purposes only and do not affect interpretation;
(g) a reference to these terms or any other document includes any variation or replacement of it;
(h) a reference to a statute or other law includes regulations and other instruments under it and any consolidations, amendments, re-enactments and replacements of it;
(i) a reference to a party means a person who is named as a Party to, and is bound to comply with the provisions of, the Terms;
(j) a reference to ‘includes’ or ‘including’ means ‘includes, without limitation’ and ‘including, without limitation’ respectively;
(k) where a word or phrase is given a defined meaning in these terms, the other grammatical forms of the word or phrase have a corresponding meaning;
(l) a reference to an act includes an omission and doing an act includes executing a document.