PALIO TERMS OF SERVICE
1. Terms of Service
2. Palio Airdrop Activity Terms & Conditions
3. Closed Beta Test Terms
TERMS OF SERVICE
Last updated: 3 June 2025
These Terms of Service, together with our Privacy Policy and all supplemental terms and other documents referenced in these Terms of Service, as well as any relevant rules or terms and conditions that may apply to any campaigns or activities relating to the Services (the “Terms”) govern your use and access to (in-game) purchases, Games, Digital Assets, Virtual Items, User Generated Content (“UGC”), websites and virtual store and any other related services as well as any other services, activities, events and promotions we may make available from time to time, unless we specifically state otherwise (“Services”).
These Terms form a legally binding contract between you and Play Algorithm Limited (“Palio”, “we”, “our” or “us”). By accessing or using any of the Services you accept and agree to these Terms. If you do not agree to these Terms then please do not access, download, purchase or use our Services. These Terms shall apply to your access and use of the Games, your Account, Digital Assets, Virtual Items and other Services at all times and shall continue unless we terminate this contract with you.
“Games” means the game “Palio: Craft & Trade” and any other games developed and/or made available by us, whether existing now or in the future.
The Services are not intended for distribution, access or use by any person or entity in China or in any jurisdiction where such distribution, access or use would be contrary to, prohibited, or restricted by any law or regulation, or which would subject us to any registration or licensing requirements, or any jurisdiction that is subject to a comprehensive U.S. Government embargo (“Embargoed Jurisdiction”) or sanctions administered by an agency of the U.S. Government, any other government, or the United Nations (collectively, “Sanctions”). Accordingly, you are solely responsible for compliance with all applicable laws when you access, participate in and/or use the Services.
Without limiting the foregoing, by using the Services, you represent and warrant that: (a) you are not located in, ordinarily resident in, or organized under the laws of China or any jurisdiction where distribution, access or use of the Services would be contrary to, prohibited, or restricted by any law or regulation; (b) you are not located in, ordinarily resident in, or organized under the laws of any Embargoed Jurisdiction or any jurisdiction which is subject to Sanctions; (c) you are not subject to any Sanctions; (d) you are not owned or controlled, directly or indirectly, by any person that is subject to Sanctions, or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction or any jurisdiction which is subject to Sanctions; (e) none of your officers, managers, directors, shareholders or authorized representatives is subject to Sanctions, or is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction or any jurisdiction which is subject to Sanctions, or is owned or controlled, directly or indirectly, by any person that is subject to Sanctions or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction or any jurisdiction which is subject to Sanctions. You further covenant that the foregoing shall be true during the entire period of this agreement. You are solely responsible for ensuring that your access and use of the Services in such country, territory or jurisdiction does not violate any applicable laws.
FOR U.S. AND CANADIAN USERS ONLY: These Terms include a binding arbitration clause and class action waiver under sub-section 21.10, which means you agree to submit any dispute related to these Terms, and/or any element of the Services, and/or your relationship with us, to binding arbitration rather than proceeding in court. You may opt out of this mandatory arbitration agreement only by following the procedures below as described in sub-section 21.10.3. These Terms also include a jury waiver.
1. ABOUT YOU
By using the Services, you agree that you are at least eighteen (18) years of age or the age of majority as may be determined in your country of residence (if the age of majority in your country of residence is older than eighteen (18) years of age), and have the full legal capacity and authority to form a binding contract with us under applicable law. If we have reason to suspect that you are not of the age required to legally access the Services (including where you do not meet the age requirements specified by us above) or that you do not have the capacity or authority to form a binding contract with us, without limiting any other rights or remedies we may have whether at law or in equity or otherwise, we will have the sole discretion to Stop the Account (as detailed in sub-section 3.3).
You further understand and accept that Palio has the right to require you to be subject to KYC procedures and to supply information, materials and documentation requested by Palio at any time. You must ensure that any information provided to Palio is true, accurate, up-to-date, complete, and timely updated when changed. If Palio believes that any of the information you have provided is false, misleading, outdated or incomplete, including where proof of age is requested and satisfactory proof of age is not received, Palio reserves the right to terminate your access of, use of or participation in the Services, and you shall be fully liable for any loss or expense caused to Palio as a result of your access, participation or use. Additionally, your right to access, use or participate in the Services may be terminated or suspended in certain circumstances, including but not limited to where it is reasonably believed that the Services or any rewards resulting from or in connection with the Services may not be allowed in certain jurisdictions or that you have breached any terms of these Terms, including any representations and warranties, or for any or no reason as determined in Palio’s sole discretion. Without limitation of any other provision of these Terms, Palio has no responsibility or liability for any losses or other injuries resulting from any such actions taken by Palio.
2. CHANGES TO THESE TERMS & OTHER APPLICABLE TERMS
2.1 We may change these Terms from time to time, for example in order to ensure that we remain compliant with applicable laws or to reflect any changes we make to the Services or otherwise. It is your responsibility to check these Terms regularly before using any of our Services. Your continued use of our Services on or after the date any amendment is effective from, will be deemed your acceptance of the amended Terms.
2.2 In addition to these Terms, the use of specific aspects of the Services and/or more comprehensive or updated versions of the Services may be subject to additional terms and conditions which will also apply in full force and effect. By agreeing to these Terms, you also agree to such additional terms.
3. ACCOUNT
3.1 To access and use certain of our Services you may be required to create an account with us and/or with the third party platform (e.g. Xterio) (“Account”). To create an Account, you must provide truthful and accurate information about yourself on the Account registration page and keep that information up-to-date.
3.2 You may not share your Account with others and are solely responsible for keeping the login credentials to your Account confidential. This includes the selling, buying, trading or otherwise transferring or offering to transfer your Account to anyone else. You are responsible for all activities associated with your Account and may be held responsible for damages, losses or expenses incurred by us or any other user arising out of any activity associated with your Account. You agree that we will not be responsible or liable for any damage, loss or expense, direct, indirect, special, or consequential damage, or economic loss arising from or in connection with any unauthorised use of your Account by someone else either with or without your knowledge. If you become aware of any actual or suspected loss, theft, fraud, or unauthorised use of your Account, please notify us immediately at support@palio.ai or by raising a ticket under ‘Xterio Support’ in the support sub-channel of the Xter.io Discord channel (https://discord.gg/xterio).
3.3 We may Stop your Account or permanently remove any content, Digital Assets or Virtual Items from any of our Services at our sole discretion if we believe you have violated any of these Terms. References to “Stopping” or to “Stop” an Account includes temporarily or permanently disabling, suspending, banning or muting an Account. If your Account is muted, you can continue to play but will not be able to use free text chat during the relevant muting period. If your Account is disabled or banned, you will no longer be able to access your Account and any licenses previously granted to you to use our Services will be either temporarily or permanently revoked by us, at our sole discretion. THIS MEANS YOU WILL LOSE YOUR ACCOUNT, CHARACTERS AND ANY DIGITAL ASSETS, VIRTUAL ITEMS, IN-GAME ITEMS OR IN-GAME CURRENCY.
3.4 If we consider that: (i) these Terms have or may have been breached or may likely be breached by you; and/or (ii) you have committed fraudulent, unlawful or abusive activity including any breach or suspected breach of the rules of conduct set out in Section 7 of these Terms of Service; and/or (iii) it is necessary in order to prevent or stop any harm or damage to us, to any of our Games or Services, to other players, the general public or to you, then it is in our sole discretion, that we may at any time: (i) Stop any part or all of your Accounts; (ii) restrict your access to any content-uploading or other features of our Games or Services; (iii) restrict your access to or delete Digital Assets, Virtual Items or anything you have acquired by means of Digital Assets and/or Virtual Items; and/or (iv) take any other actions as we deem appropriate. We shall not be responsible if the above-described actions result in the loss of real money by you.
3.5 If we take any of the above actions, you may, by no later than six months following the actions taken under sub-sections 3.3 and/or 3.4, submit an official request to our customer services via Email: support@palio.ai or by raising a ticket under ‘Xterio Support’ in the support sub-channel of the Xter.io Discord channel (https://discord.gg/xterio). All such requests will be dealt by us at our sole discretion acting reasonably.
3.6 TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE, OUR SUBSIDIARIES, AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (EACH, A “RELEVANT PARTY” AND COLLECTIVELY THE “RELEVANT PARTIES”), SHALL NOT BE HELD LIABLE FOR ANY DAMAGES, LOSSES, COSTS, FINES, PENALTIES OR EXPENSES OF WHATEVER NATURE, WHETHER OR NOT REASONABLY FORESEEABLE BY THE RELEVANT PARTIES AND YOU SHALL NOT BE ENTITLED TO ANY REFUND OR COMPENSATION IN CONNECTION WITH YOUR ACCOUNT ARISING FROM: (i) THE UNAUTHORISED USE OF YOUR ACCOUNT; (ii) STOPPING OF YOUR ACCOUNT; (iii) RESTRICTION OF YOUR ACCESS TO OUR SERVICES; AND (iv) OUR TAKING, IN ACCORDANCE WITH SUB-SECTIONS 3.3 AND 3.4, OF ANY ACTIONS.
4. DELETION AND RECOVERY OF YOUR ACCOUNT
4.1 If you want to permanently delete your Account you may request your Account deletion at any time by contacting us at support@palio.ai or by raising a ticket under ‘Xterio Support’ in the support sub-channel of the Xter.io Discord channel (https://discord.gg/xterio).
4.2 We reserve the right to reasonably decide whether to delete your Account and/or content associated with your Account, for example we may refuse such request if deletion would restrict our ability to: (i) investigate or identify illegal activity or violations of our Terms (for example, to identify or investigate misuse of our Services); (ii) protect the safety and security of our Services and users; (iii) comply with a legal obligation, such as the preservation of evidence; or (iv) comply with a request of a judicial or administrative authority, law enforcement or a government agency.
4.3 TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE SHALL NOT BE HELD LIABLE FOR ANY DAMAGES, LOSSES, COSTS, FINES, PENALTIES OR EXPENSES OF WHATEVER NATURE, WHETHER OR NOT REASONABLY FORESEEABLE BY THE RELEVANT PARTIES AND YOU SHALL NOT BE ENTITLED TO ANY REFUND OR COMPENSATION IN CONNECTION WITH YOUR ACCOUNT ARISING FROM: (i) THE DELETION OF YOUR ACCOUNT; (ii) THE DELETION OF CONTENT ASSOCIATED WITH YOUR ACCOUNT; AND/OR (iii) RESTORATION OF YOUR ACCOUNT.
5. LICENSE
5.1 Our Services, Games, Accounts, Virtual Items and all related materials (including without limitation, software, code, information, content, data, text, characters, music, sounds, videos) made available by us or on our behalf and all related copyright and other intellectual property rights in such Services, Games, Virtual Items and materials (together “Content”) are licensed, not sold, to you under these Terms. Subject to your strict compliance with these Terms, we grant you a limited, non-transferable, non-sub-licensable, revocable and non-exclusive license to use our Content for your own personal and non-commercial use.
5.2 If you breach any of these Terms, we may immediately terminate or suspend any license to you at our sole discretion. You acknowledge that all intellectual property and other rights in the Content and Digital Assets are and will remain our sole property or the property of our licensors, as the case may be, and that you will have no ownership, title or other proprietary interest in and to the Content and Digital Assets other than as set out in these Terms, regardless of whether you ‘earned’ or ‘purchased’ such Content and/or Digital Assets.
6. YOUR LEGAL OBLIGATIONS AND PROMISES TO US
6.1 You confirm that:
6.1.1 all information and details provided by you are true, accurate and up-to-date;
6.1.2 the rights granted under these Terms are strictly personal to you and you must not make your Account, the Services accessible through your Account, or your password(s) to your Account available to anyone else; and
6.1.3 you will comply with the rules of conduct relating to your use of your Account, the Services, Digital Assets and/or Virtual Items as set out in Sections 7, 8, 9 and 10 of these Terms of Service and any other restrictions set out elsewhere in these Terms.
6.2 You shall:
6.2.1 comply, at all times with any applicable laws and any request of a judicial or administrative authority, law enforcement or a government agency; and
6.2.2 not at any time engage in any acts or practice that would, directly or indirectly, contravene any anti-bribery, anti-money laundering, and counter-terrorist financing and sanctions statutes or regulations or any similar statute or regulation applicable in the relevant jurisdictions, including any policies of any judicial or administrative authority, law enforcement or a government agency implementing or enforcing the foregoing,
notwithstanding anything to the contrary in these Terms, if we believe, that you violate any of either sub-section 6.2.1 or 6.2.2, we may immediately Stop or terminate your Account and/or terminate or suspend any licence granted to you at our sole discretion, as well as take any other actions we deem appropriate at our sole discretion.
6.3 You will indemnify and hold us (and our shareholders, affiliated companies, officers, directors, employees, contractors, partners and licensors) harmless from and against any claims, losses, fees, expenses (including fees on a solicitor and client basis), damages, liabilities and costs, resulting from (i) your use of your Account or any activity associated with your Account; (ii) your access and/or use of the Services, Input and/or Output; (iii) your breach of these Terms; (iv) your breach of any other laws and regulations; (v) your infringement of the rights of a third party; (vi) the submission of your Input and/or UGC in the Services and our use thereof; or (vii) our use of the UGC and/or Output generated, created or produced by you or in
6.4 If we take legal action against you for non-payment or any other breach of these Terms, and a court or arbitrator makes an award in our favour, you will be responsible for all costs allowed under the relevant forum.
7. RULES OF CONDUCT AND YOUR USE OF THE SERVICES
7.1 You acknowledge our rules of conduct and agree that in using the Services (including the creation of UGC) you will not:
7.1.1 use or allow the use of the Services for any purpose or activity that is illegal, unlawful or in breach of these Terms;
7.1.2 use, exhibit, display, disclose, reproduce, distribute, publicly display or perform, translate, copy, alter, reformat, modify, adapt, excerpt (in whole or in part), create, publish, republish, lease, sublease, license, sublicense, translate, upload, post, market, sell, offer for sale, import, transfer, transmit, loan, commercialize, exploit, derivate works from, deconstruct, reverse engineer, duplicate, decompile or disassemble, in any manner the Services, source code in the Services or any portion thereof, or grant third parties the right to do the same, without our prior written consent;
7.1.3 do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Games, without our prior written consent;
7.1.4 sell, rent, lease, share or provide access to your Account or access or attempt to access the Accounts of other users or penetrate or attempt to penetrate any security measures relating to the Services;
7.1.5 partake in any behaviour that we may deem inappropriate and disruptive, or against the tone and nature of the Services;
7.1.6 use abusive, offensive, inappropriate, sensitive or defamatory screen names and/or personas, whether created through Services or through third party devices connected to Services;
7.1.7 impersonate any other person, or indicate falsely that you are an employee, officer, director, manager, agent or representative of us or any of our partners or affiliates;
7.1.8 promote, encourage or take part in any activity involving hacking, cracking, phishing, taking advantage of exploits, bots or cheats and/or distribution of counterfeit software and/or counterfeit or legitimate Virtual Items and/or Digital Assets;
7.1.9 embed, upload or transmit (or attempt to embed, upload or to transmit) any files that contain a virus, trojan, worm, spyware, time bombs, corrupted data or other computer programs that may damage, interfere with or disrupt any of the Services;
7.1.10 damage, disable, overburden, obstruct, or impair the functioning of the Games in any manner;
7.1.11 make improper, false or spurious reports to us;
7.1.12 use our Services to build any service or game that may disadvantage or compete with our Services or assist another person in building a service or game that would disadvantage or compete with our Services;
7.1.13 probe, scan or test the vulnerability of our Services, or circumvent or breach the security or authentication measures of our Services;
7.1.14 improperly use in-game support or complaint buttons or make false reports to us;
7.1.15 use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, ‘data mine’ or in any way reproduce or circumvent the content, navigational structure or presentation of our Services;
7.1.16 use any automated means or interface not authorized by us to access the Games or otherwise interfere with or modify the rendering of the Games or functionality;
7.1.17 sell, buy, trade or otherwise transfer or offer to transfer your Account, any personal access to our Services, or content associated with your Account, including Virtual Items (except via in-game features officially made available by us), either within our Services or on a third-party website, or in connection with any out-of-game transaction;
7.1.18 apply for refund maliciously or take advantage of rules of third-party platforms for unjust enrichment;
7.1.19 take advantage of the price differential of in-game currency or Virtual Items to make profit by buying and/or selling in-game currency and/or Virtual Items from/in different geographic territories;
7.1.20 exploit the Services, for any commercial purpose, including without limitation (a) gathering Virtual Items, in-game currency, or other in-game resources for sale outside the relevant Game; or (b) performing in-game services in exchange for payment outside the relevant Game, e.g., power-levelling;
7.1.21 use the Services for political, deceptive, harmful, prejudicial, discriminatory, illegal, violent, offensive, obscene, objectionable, racial, religious or otherwise inappropriate reasons;
7.1.22 infringe other third parties’ rights, engage in acts that would possibly infringe other third parties’ rights, or promote, encourage or help others to infringe other third parties’ rights, including but not limited to intellectual property rights; and
7.1.23 collect personal information of third parties by fraudulent means through the Game.
7.2 To the extent the Services functionality technically permits, you shall not post or communicate any person’s “real world” personal information whilst using the Services, particularly not in any chat rooms or forums.
7.3 We reserve the right to access, monitor and/or record any online activities within our Services and by acceptance of these Terms you give us your express consent to access and record your activities.
7.4 Without limitation to the foregoing prohibitions and any other prohibitions under the Terms, you also acknowledge and agree that you will not:
7.4.1 violate any applicable, nor interfere with, damage, modify, or attack the Services, systems, networks, models and other components that support the normal operation of the Services, including without limitation the AI Engine and any third party services used by us (collectively, the "System");
7.4.2 engage in activities that endanger the security of the Services or the System, including without limitation:
i. engage in illegal activities involving network intrusion, such as using unauthorized data or accessing unauthorized servers/accounts, forging TCP/IP packet names or partial names, or attempting to probe, scan, or test vulnerabilities in the software system or network without permission;
ii. engage in activities that disrupt or damage the normal operation of the network, such as intentionally generating and spreading malicious programs or viruses; entering public computer networks or other people's computer systems without permission and deleting, modifying, adding stored information;
iii. engage in activities to steal data (including network data), such as capturing, copying any content of the System or the Services, including but not limited to using any robots, spiders, or other automatic setups, setting mirrors;
iv. reverse engineer, reverse assemble, reverse compile, decompile, disassemble, decode, duplicate, translate, or attempt to discover the source code, models, algorithms, and system source code or underlying components of the software, the System and the Services in any way; and
v. engage in other activities that endanger the System or the Services; and
7.4.3 access, participate in or use the Services and System for the following improper purposes:
i. any illegal purposes that violate laws, regulations or regulatory policies, or infringe on third party rights and interests;
ii. seeking unjust benefits;
iii. disrupting the normal order of the Services and the System;
iv. any dangerous purposes that may have harmful impacts on physical health, mental health, psychology, society, or the economy, or violate ethics (including scientific and technological ethics);
v. engaging in activities that infringe on intellectual property rights, trade secrets, and other violations of business ethics, or using algorithms, data, platforms, etc., to implement monopolistic and unfair competition behaviors;
vi. copying, transferring, selling, offering for sale, leasing, lending, or sub-licensing the entire or part of the System or the Services; and
vii. other uses prohibited or restricted by laws and administrative regulations, or that may harm Palio, its affiliates, and its partner entities' interests.
7.5 Any breach of the above rules of conduct shall be determined by us at our sole discretion.
8.1 Our Services may generate images or other content using, or contain images or other content generated by, artificial intelligence (“AI Engine”). You are solely responsible for any text, image, prompt, material and content you input to the AI Engine ("Input") and the resulting outputs, images, derivatives, content and other material you receive from using the AI Engine ("Output") and ensuring such Input and Output complies with these Terms, community guidelines, and all applicable laws. You acknowledge that the Output you receive is based on the Input provided, and that we have no control over any such Input. We do not verify the Output or verify the accuracy, completeness, reliability or legality of the Output and we do not accept any liability arising in any way from your Input or your use of the Output. All Output is provided “as is” and with “all faults”, and we make no representations or warranties of any kind or nature, whether express or implied, with respect to any Output, including any warranties of suitability, accuracy, completeness and non-infringement. You are solely responsible for your Input, including any obligations in relation to its accuracy, quality and legality. You are also solely responsible for your Output, as well as your use and disclosure of such Output. You assume all risks associated with your use of your Input and Output, including any potential copyright infringement claims from third parties, as well as your disclosure of your Input and Output, including any potential breach of personal data claims. We do not accept any liability with regard to your use of your Input and Output, and/or your use of others’ Input and Output. You represent and warrant that you have all rights, licenses and permissions necessary to provide Input to the AI Engine, as well as to generate Output from such Input under or in connection with the Services.
8.2 You acknowledge and agree not to (A) use the System or the Services to generate, express, promote, create or produce any Output or content which, (B) use, promote, publicize, publish, post, announce, upload, share, release or disclose any Input or Output (whether via the Services, in connection with the Services, or otherwise) which, or (c) promote, publicize, publish, post, announce, upload, share, release or disclose any content (whether on social media platforms or other public or private platforms) relating to, in connection with or referencing the System or the Services (including the Input and Output), where such content:
8.2.1 contains (i) any content from any creative material of third parties; (ii) any depictions of or references to real people, locations, buildings and proprietary assets; (iii) any logos, trademarks, slogans, or other reference to any brand, business or entity, whether currently existing or defunct; or (iv) any other material that may be subject to the rights of a third party;
8.2.2 infringes, misappropriates or otherwise violates the copyright, trademark, trade secret, patent, privacy, publicity, or other intellectual property rights, proprietary rights, property rights and legal rights of any other person or entity (including without limitation, portrait rights or moral rights);
8.2.3 violates any applicable laws or regulations or third party rights, or causes us or our affiliates or partners to violate any laws or regulations or third party rights;
8.2.4 contains sensitive, deceptive, biased, provocative or controversial content, including without limitation, any content which contains, advocates or promotes hatred, prejudice, discrimination, bigotry, harm, whether in relation to race, religion, gender, culture, country, region, sexual orientation, identity, politics or otherwise;
8.2.5 is deliberately designed to provoke or antagonize another or is bullying or trolling another;
8.2.6 may harass, intimidate, threaten, harm, hurt, scare, distress, embarrass or upset another;
8.2.7 facilitates, promotes, incites or glorifies violence or terrorist / extremism content;
8.2.8 exploits, harms, attempts to exploit or harm, or has the ability to exploit or harm, minors, or exposes, attempts to expose, or has the ability to expose, minors to exploitative or harmful content;
8.2.9 is designed to specifically appeal to or present a persona of any person under the age of 18;
8.2.10 constitute, encourage or provide instructions for a criminal offence;
8.2.11 impersonates or is designed to impersonate a celebrity, public figure or a real person;
8.2.12 is harmful, hateful, illegal, unlawful, defamatory, discriminatory (such as without limitation, discriminating another based on race, gender, sexuality, religion, nationality, disability or age), abusive, slanderous, tortious, disparaging, violent, distressing, offensive, unethical, libelous, profane, vulgar, obscene, sexually explicit, pornographic, indecent, objectionable, incites racial or religious tension, or is otherwise inappropriate;
8.2.13 contains any viruses, worms, Trojan horses, or other malicious code or material; or
8.2.14 contains any personal data (including without limitation, any biometric data).
Whether the above has been breached shall be determined by us in our sole discretion on a case-by-case basis.
8.3 By accessing our Services, you represent, warrant and undertake that:
8.3.1 your Output and any and all Input used by you to conceive, discover, develop, produce, author or otherwise create or generate your Output (a) are not previously licensed, exhibited, sold, used, reproduced, performed, published, released, distributed, disclosed, commercialized, or exploited; (b) have not received any award or been submitted for other contests or projects; and (c) are not subject to any rights, title or interest of any third party;
8.3.2 we shall have the exclusive right to, and (without requiring your prior written consent) grant third parties the right to, use, exhibit, publicly display, distribute, disclose, reproduce, copy, modify, alter, translate, publish, republish, lease, license, sublicense, upload, post, transfer, transmit, loan, adapt, reformat, excerpt (in whole or in part), sell, offer for sale, import, make derivative works based upon, publicly perform, market, promote, commercialize and otherwise exploit your Input and Output, throughout the world and in perpetuity, without additional notification or compensation to you or any other third party, and without any permission or approval required from you or any other third party. You understand that nothing in these Terms shall obligate us to use, exhibit, publicly display, distribute, disclose, reproduce, copy, modify, alter, translate, publish, republish, lease, license, sublicense, upload, post, transfer, transmit, loan, adapt, reformat, excerpt (in whole or in part), sell, offer for sale, import, make derivative works based upon, publicly perform, market, promote, commercialize or otherwise exploit your Input and Output in any way and you will not be entitled to any compensation in connection with your Input and Output in the event we elect to do any of the foregoing. Though we may elect (in our sole discretion) to give you credit for your Input and Output, nothing in these Terms shall obligate us to do so; further, if we elect to give you such credit for your Input and Output, all characteristics of such credit shall be determined by us in our sole discretion. For the avoidance of doubt, any credit provided to you shall not be construed as granting you any rights, title and interest in and to any Input or Output, or acknowledging that you have any rights, title and interest in and to any Input or Output.
8.4 You acknowledge and agree to the following:
8.4.1 All characters, scenarios and events depicted in our Games are fictitious. Any similarity to actual persons (living or dead), real-world situations, places, events, or other material is purely coincidental and unintentional.
8.4.2 The content in the Services are not intended to cause distress or discomfort, but we do not represent or warrant that it will not be potentially triggering or emotionally challenging. You acknowledge and consent to the above and accept that any resulting consequences from your access of the Services are yours to bear alone.
8.4.3 The Output is generated in the context of the respective Services. Accordingly, the Output is not intended to reflect facts, provide substantiated opinions or comments, or provide a source of emotional support, guidance or counselling. They should not be relied upon as a source of truth or factual information, as a substitute for advice (including without limitation, financial advice and relationship advice), or as a substitute for any form of mental health service. Furthermore, they should not form the basis for or be used to corroborate your judgment, decisions, or further actions or inactions.
8.4.4 The AI Engine may from time to time hallucinate, and may also generate Output which may be incomplete, incorrect, or which contain certain express or implied views. The Output do not represent Palio’s views and positions. The Output is also not intended to constitute an invitation, offer, solicitation, opinion, recommendation, or endorsement by Palio to invest, buy, sell or trade in any digital assets or cryptocurrencies. You should not construe any Output as investment, legal, tax, financial, or other advice. Palio expressly disclaims any liability to you in relation to and arising out of any judgment or decision you make based on the Output or subsequent related actions you take or refrain from taking. If the Output references any third parties or their products, brands or services, it does not signify that the third party endorses or is affiliated with Palio.
8.5 You undertake to ensure that any Output, and any content relating to, in connection with or referencing the Output, which you intend to announce, post, publish, upload, share and/or release (whether on social media platforms or other public or private platforms) shall clearly indicate that the Output is generated by artificial intelligence, to alert the public to the synthetic nature of the content, and that such Output shall not violate these Terms. You agree that Palio shall have the right in its sole discretion to request for any content relating to, in connection with or referencing the Services, Palio, the Input or the Output which have been announced, posted, published, uploaded, shared and/or released by you (whether on social media platforms or otherwise) to be deleted, moved, limited or otherwise removed from public and private circulation at any point of time. You represent, warrant and undertake that you shall ensure the announced, posted, published, uploaded, shared and/or released content is promptly deleted, moved, limited or otherwise removed from public and private circulation following Palio’s request of the same. You agree that Palio’s rights in this sub-section 8.5 shall survive any termination or expiry of these Terms.
9. USER GENERATED CONTENT (UGC)
9.1 User Generated Content (“UGC”) means any form of content generated by a user of the Services (including remarks, suggestions, ideas, graphics, text, images, video, information and messages) communicated, posted, uploaded, or sent by users on or in connection with the Services
9.2 You agree, that by submitting any form of UGC, you are giving us a non-exclusive, perpetual, irrevocable, transferable, sub-licensable, worldwide, royalty-free license to use, exhibit, publicly display, distribute, disclose, reproduce, copy, modify, alter, translate, publish, republish, lease, sublease, license, sublicense, upload, post, transfer, transmit, loan, adapt, reformat, excerpt (in whole or in part), sell, offer for sale, import, create derivative works of, make derivative works based upon, publicly perform, market, promote, commercialize and otherwise exploit such UGC for any purpose including making available of such UGC to any third parties, provided that we may not use UGC in violation of the Privacy Policy. You agree to waive any moral rights and economic rights to the extent permitted by law and that you will not withdraw the submission or attempt to make a charge for its use. Further, you warrant and represent that you are the exclusive copyright and intellectual property rights holder in relation to the submission and that submission in no way breaches the rights of any other person or entity.
9.3 We, or third parties engaged by us, may monitor and/or moderate any UGC but we do not warrant the accuracy, quality, or integrity of any UGC posted via the Games or any part of the Services. By using our Services you acknowledge and accept that you may be exposed to materials you may find offensive or objectionable. We do not endorse any UGC posted on the Services, nor do we warrant its truthfulness or accuracy. However, if someone is violating these Terms or misusing the Services, please report this to us by contacting us at support@palio.ai or by raising a ticket under ‘Xterio Support’ in the support sub-channel of the Xter.io Discord channel (https://discord.gg/xterio). We will review the report and may, at our sole discretion, take action against anyone who violates the Terms, such as by revoking or suspending access to certain or all of our Services and terminating or Stopping their Account. We may also take such actions, at our reasonable discretion, in respect of anyone who knowingly submits a false report in bad faith.
9.4 We reserve the right to remove and permanently delete any UGC from our Services with or without notice. We reserve the right to disclose your identity to any third party that validly claims that any of your UGC infringes such third party’s intellectual property or their privacy. We will also disclose your UGC to third parties and governmental authorities on request where we are legally obliged to do so.
9.5 You agree not to upload or transmit via the Services any UGC that is prohibited by applicable law or which is otherwise inappropriate, including but not limited to the following:
9.5.1 hate speech, promotion of cults, and discrimination against any religion and fascist symbols;
9.5.2 child inappropriate content, including sexual exploitation and abuse content, paedophilia content, infant/adolescent exposure, avatars involving minors’ misbehaviour and vulgarity, and children’s cults;
9.5.3 pornographic content including words or pictures representing sexual behaviour, nudity, pictures representing the content of prostitution, and sex properties;
9.5.4 words or pictures of propaganda of terrorist and extremist organisations including its symbols;
9.5.5 content involving, related to or in connection with, the trafficking in drugs and illegal use or consumption of drugs;
9.5.6 content designed to harass, threaten, embarrass, spam or do anything else to another person that is unwanted, such as repeatedly sending unwanted messages or making personal attacks or statements about race, sexual orientation or religion; content relating to the organisation or participation in any activity or group that is harmful, abusive, offensive, obscene, threatening, bullying, vulgar, sexually explicit (including nudity and any form of inappropriate exposure), defamatory, invasive of personal privacy or which encourages conduct that would violate a law or in a reasonable person’s view be objectionable and/or inappropriate;
9.5.7 insulting, inappropriate and/or defamatory content, including but not limited to content containing language intended to encourage self-harm or suicide;
9.5.8 other content prohibited by law including content and activities such as unlawful non-consensual sharing of private images, pictures that contain icons, logos, and names of other competing gaming platforms, selling of human body parts, pictures that contain information such as QR codes, pictures involving phone numbers, addresses, website links, and other contact information;
9.5.9 content which is harmful, hateful, illegal, unlawful, defamatory, discriminatory (such as without limitation, discriminating another based on race, gender, sexuality, religion, nationality, disability or age), abusive, slanderous, tortious, disparaging, violent, distressing, offensive, unethical, libelous, profane, vulgar, obscene, sexually explicit, pornographic, indecent, objectionable, incites racial or religious tension, or is otherwise inappropriate;
9.5.10 content which contains sensitive, deceptive, biased, provocative or controversial content, including without limitation, any content which contains, advocates or promotes hatred, prejudice, discrimination, bigotry, harm, whether in relation to race, religion, gender, culture, country, region, sexual orientation, identity, politics or otherwise;
9.5.11 content which is deliberately designed to provoke or antagonize another or is bullying or trolling another;
9.5.12 content which may harass, intimidate, threaten, harm, hurt, scare, distress, embarrass or upset another;
9.5.13 content which facilitates, promotes, incites or glorifies violence or terrorism / extremism;
9.5.14 content which exploits, harms, attempts to exploit or harm, or has the ability to exploit or harm, minors, or exposes, attempts to expose, or has the ability to expose, minors to such exploitative or harmful content;
9.5.15 content which is designed to specifically appeal to or present a persona of any person under the age of 18;
9.5.16 content which constitute, encourage or provide instructions for a criminal offence;
9.5.17 content which impersonates or is designed to impersonate a celebrity, public figure or a real person;
9.5.18 content which contains (i) any creative material of third parties; (ii) any depictions of or references to real people, locations, buildings and proprietary assets; (iii) any logos, trademarks, slogans, or other reference to any brand, business or entity, whether currently existing or defunct; or (iv) any other content that infringes, misappropriates or otherwise violates the intellectual property rights, proprietary rights, property rights and legal rights of any other person or entity (including without limitation, portrait rights or moral rights);
9.5.19 content which contains any viruses, worms, Trojan horses, or other malicious code or material;
9.5.20 content which contains any personal data (including without limitation, any biometric data); and
9.5.21 content which violates any applicable laws or regulations or third party rights, or causes us or our affiliates or partners to violate any laws or regulations or third party rights.
9.6 You further acknowledge and agree not to:
9.6.1 generate a Digital Asset and/or Virtual Item in a manner not then permitted by us as may be set out in these Terms; and
9.6.2 use your Digital Assets and/or Virtual Items in any manner not then permitted by us as may be set out in these Terms or communicated through official channels.
9.7 We reserve the right to remove and permanently delete any UGC, Input and Output from our Services with or without notice. We reserve the right to disclose your identity to any third party that validly claims that any of your UGC, and/or any Input or Output used, generated, created or produced by you infringes such third party’s intellectual property or their privacy. We will also disclose your UGC / Input / Output to third parties and governmental authorities on request where we are legally obliged to do so.
10. DIGITAL ASSETS AND VIRTUAL ITEMS
10.1 The Services may enable users to use or interact with smart contracts on blockchains involving digital assets which we have created and maintain control of, such as non-fungible tokens and fungible tokens (“Digital Assets”). These Digital Assets can be visualized via the Services and may also potentially be capable of interaction with or through third-party services. For the avoidance of doubt, Digital Assets does not include Tokens.
10.2 All transactions regarding Digital Assets are managed and confirmed on blockchains. You understand that your blockchain public address (“Wallet”) may be made publicly visible whenever you engage in a transaction. We reserve the right to migrate the Digital Assets to any blockchain and/or token standard should we determine that doing so is necessary, or desirable for the provision of the Services and/or for the Digital Assets. Notwithstanding any other provision of these Terms, each of the Relevant Parties shall not be responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether or not reasonably foreseeable by each of the Relevant Parties, which you may suffer, sustain or incur, arising out of or relating to such migration of the Digital Assets.
10.3 When you acquire Digital Assets, whether through the Services or otherwise, except where we explicitly state otherwise, we only grant you a personal, limited, non-sublicensable, revocable licence and right to use and access the Digital Assets, for your own personal and non-commercial use. Such licence may be transferrable, but only to the extent permitted by us, in our sole discretion, from time to time. We may change characteristics of the Digital Assets, including their associated visualizations, and to allow for transfers (or not) and any available functionality may be added or removed, from time to time. We may also disable, deactivate or destroy any Digital Assets from time to time, at our reasonable discretion.
10.4 ANY INFORMATION PROVIDED BY OR ON BEHALF OF US ON ANY PLATFORM OR THROUGH THE SERVICES IS FOR INFORMATIONAL AND ENTERTAINMENT PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS, NOR IS IT INTENDED AS, AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, ANY INTEREST IN ANY SECURITY, ENTITY, INVESTMENT VEHICLE OR CONTRACT, INCLUDING, BUT NOT LIMITED TO, WITH RESPECT TO DIGITAL ASSETS.
10.5 “Virtual Items” means the rights that we license to you to access or use certain features that are made available in our Services. Examples may include access to digital or unlockable content, additional or enhanced functionality (including multiplayer services), virtual in-game assets, in-game achievements, and virtual in-game points, coins and currencies. When you sign up or pay for Virtual Items, we grant you a personal, limited, non-transferable, non-sub-licensable, revocable and non-exclusive license to access the selected Virtual Items. Virtual Items have no monetary value and no other value outside of our Services. You are not allowed to sell, trade or transfer your Virtual Items, or exchange them for cash, save for the sale, trading or transfer of certain Virtual Items strictly in accordance with such in-game avenues which may be made available by us from time to time, or other than as set out in the Terms as may be permitted by us from time to time. Any payment you make for access to Virtual Items is non-refundable unless otherwise stated by applicable laws or at our sole discretion.
10.6 We may allow for the purchase of licenses for Virtual Items or Digital Assets through the use of Tokens, Digital Assets or other digital assets. If so, and where we permit use of Tokens, Digital Assets or other digital assets for such purpose, you shall transfer the relevant Tokens, Digital Assets and/or digital assets to our wallet address (through the Services, if available, or otherwise), and you shall cease to have any rights over such used Tokens, Digital Assets (including but not limited to the rights licensed under sub-section 10.3 for Digital Assets) or other digital assets at the conclusion of the purchase of the licenses for Virtual Items or Digital Assets. For the avoidance of doubt, notwithstanding any statements or communications to the contrary (whether made through social media channels, including but not limited to Discord or X, or otherwise), Palio reserves the sole discretion to determine whether, when, and how licenses for Virtual Items or Digital Assets may be purchased using Tokens, Digital Assets or any other digital assets. You represent, warrant and agree that you have not taken, and will not take, any action (or refrain from taking any action) in expectation of, or in reliance upon, the availability, continuity, or specific terms or features of such a purchase mechanism. Palio disclaims all liability for any loss, damages, or claims arising from or related to any restriction, suspension, modification, or discontinuation of such purchase mechanism, including without limitation, the inability to acquire licenses for Virtual Items or Digital Assets through the use of Tokens, Digital Assets, or any other digital assets.
10.7 We may allow for the purchase of Tokens, digital assets or licenses for Digital Assets through the use of Virtual Items. If so, and where we permit use of Virtual Items for such purpose, you shall cease to have any rights (including but not limited to the rights licensed under sub-section 10.5) over such Virtual Items at the conclusion of the purchase of the Tokens, digital assets or license for Digital Assets. For the avoidance of doubt, notwithstanding any statements or communications to the contrary (whether made through social media channels, including but not limited to Discord or X, or otherwise), Palio reserves the sole discretion to determine whether, when, and how Tokens, digital assets or licenses for Digital Assets may be purchased using Virtual Items. You represent, warrant and agree that you have not taken, and will not take, any action (or refrain from taking any action) in expectation of, or in reliance upon, the availability, continuity, or specific terms or features of such a purchase mechanism. Palio disclaims all liability for any loss, damages, or claims arising from or related to any restriction, suspension, modification, or discontinuation of such purchase mechanism, including without limitation, the inability to acquire Tokens, digital assets or licenses for Digital Assets through the use of Virtual Items.
10.8 We may, in our absolute discretion for any reason or no reason, reject or cancel any purchase request, including where we in our absolute discretion determine:
10.8.1 the purchase request to be associated with unusual, illegal or illicit activities, circumstances or transactions; or
10.8.2 the acceptance of the purchase request will or may cause us to be in breach of any applicable laws and regulatory requirements.
10.9 You are responsible for implementing all reasonable and appropriate measures for securing your Wallet and any other wallet, vault or other storage mechanism you use to receive and hold the Digital Assets, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Digital Assets. Without prejudice to any other provision, each of the Relevant Parties shall not be responsible or liable for any damages, loss or expense, including direct, indirect, special, or consequential damage, or economic loss, arising from or in connection with: (i) your failure to implement reasonable measures to secure the wallet, vault or other storage mechanism you use to receive and hold the Digital Assets or the relevant access credentials; or (ii) the loss of or unauthorized use of any of your access credentials relevant for the foregoing.
10.10 We may enter into promotions and/or activities in conjunction with business partners in relation to Virtual Items and/or Digital Assets from time to time. When you participate in such promotion and/or activity, you may have to agree to additional restrictions in respect of your rights over your Virtual Items and/or Digital Assets.
11. PURCHASE AND PAYMENT POLICY
11.1 We aim to ensure that the pricing of our Services (including Digital Assets, Virtual Items, Games and any other goods and services available via third-party stores or on our store) are correct at all times. However, the Game and website pages may not always accurately reflect the correct details at the moment at which you place your order. We also reserve the right to change prices without prior notice at any time before the formation of the contract. We cannot confirm the price of an item until your order is accepted. Where applicable law requires, we will charge applicable value-added or sales taxes on purchases, and you agree to provide the information required to determine the relevant tax rates.
11.2 Payment methods accepted by us are as per those payment methods provided on our store site and by the third-party platform providers within our Games at the point of sale.
11.3 We may cancel a payment and make a chargeback to you, including any transaction fees incurred, if any, if we have reason to believe any purchase is incomplete or any purchase is made, or we suspect it is made, fraudulently or in an otherwise non-bona fide manner.
11.4 All credit and charge card holders are subject to validation checks and authorisation by the card issuer. Where credit and/or charge card payment is offered to you as a payment method, if the issuer of your payment card refuses to authorise payment to us, your order will not be accepted and we will not be liable for any delay or non-delivery.
11.5 It is your own responsibility and you must comply with the terms and conditions applicable to your chosen payment method, as set by the payment provider. We may add or remove any payment methods at our sole discretion and without prior notice to you.
11.6 Each blockchain may require the payment of transaction fee (a “Gas Fee”) for every transaction that occurs on such blockchain, such Gas Fee to be based on the structure and composition of such blockchain. This means that you may need to pay a Gas Fee for each transaction that occurs via the Services. Gas Fees may vary based on market conditions on the applicable blockchain, and we shall have no liability to you in connection with the same.
11.7 In addition to the Gas Fee, each time you use a smart contract to conduct a transaction via the Services, you authorize us to collect a commission based on the rules that may be set out in relation to such Service (each, a "Commission"). You acknowledge and agree that the Commission will be transferred directly to us through the blockchain as a part of the applicable transaction.
11.8 All orders are subject to acceptance by us and availability of the Services. If your order cannot be processed successfully, you will be notified of the reason and receive an explanation, if possible. Please note that any acknowledgement email/message does not mean that your order has been accepted – your order merely constitutes an offer to us to purchase the Services. All orders are subject to acceptance by us. When we make the Services available to you e.g. as a download, this represents our legal acceptance of the offer you made to purchase the Services and the contract between us will then be formed (and we or the third party platform or service provider will debit your account).
12. CANCELLATION AND REFUND POLICY
12.1 All purchases of the licenses to the Services, Games, Digital Assets, Virtual Items or other digital content are final and non-refundable except where required under applicable law.
13. AVAILABILITY AND FUNCTIONALITY
13.1 We reserve the right to limit the amount of Virtual Items and Digital Assets you can purchase from us in a given period. Virtual Items and Digital Assets may only be purchased and used by players in jurisdictions where such activities are permitted under applicable law. Virtual Items and Digital Assets may only be purchased from us or our permitted representatives through the Games or otherwise expressly authorised. We reserve the right to refuse any request to purchase Virtual Items and Digital Assets for any reason.
13.2 We will use reasonable endeavours to maintain the operation of the Services and rectify faults as quickly as possible. We reserve the right to modify, including by way of regular updates, our Services and we may occasionally have to suspend operations of certain Services, with notice whenever reasonably possible, for repair, maintenance, improvement, security or any other reason, provided that we will use commercially reasonable efforts to make any such suspension or interruption period as short as possible. We will not be responsible or held liable for any suspensions, interruptions or errors caused by external forces or circumstances outside our reasonable control.
13.3 We do not warrant that our Games or any part of our Services will be compatible with or capable of being accessed on all devices, platforms, operating systems or equipment, or in conjunction with any particular software or connectivity services not approved by us. We will not be responsible or held liable for any such equipment, software or services. We do not warrant that our Services can be accessed in all geographic locations.
13.4 We do not warrant the ongoing supply of any Games or Services or that content will be available at all times, in all locations, or at any given time or that we will continue to offer such Games, Services and content for a particular length of time.
14. UPDATES
14.1 You agree that the Games and any aspect of the Services may automatically download and install updates, upgrades and additional features that we deem reasonably necessary and/or beneficial to our business, operations or to you. These Terms shall apply to any updates, upgrades and/or additional features that are not distributed with a separate license or other agreement.
15. INTELLECTUAL PROPERTY
15.1 You acknowledge that all intellectual property rights in the Services, Games, Digital Assets and Virtual Items and all content appearing within the Services, Games, Digital Assets and Virtual Items belongs to us, our licensors or affiliates and that such rights are merely licensed to you and you do not acquire any ownership rights in the Services, Games, Digital Assets and Virtual Items or any other part of them other than the right to use the Services, Games, Digital Assets and Virtual Items under the terms of this licence.
15.2 Any use by you of any of our intellectual property other than as permitted under these Terms may only be undertaken with our prior express written authorisation. Nothing contained within these Terms shall be construed as conferring any right, whether by implication or otherwise, to use any of our intellectual property in the Services, Games, Digital Assets and Virtual Items other than as expressly permitted in these Terms.
15.3 We reserve the right to stop offering you any of our Games and/or Services at any time either permanently or temporarily, at which point any license previously granted to you to use the Games and/or Services or a part thereof will be automatically terminated or suspended and your Account will no longer be available and be Stopped. Prior to stopping the availability of any of our Games and/or Services, we may in our sole discretion notify you before such Games and Services become unavailable. Notification may be given via our websites, official social media channels, push notification, alert, email or other messages. In such an event, we shall not be required to provide refunds, benefits or other compensation to users in connection with such discontinued elements of our Games and/or Services unless required otherwise by law.
15.4 Each Digital Asset may embody or include certain artwork owned or created by us (the “Artwork”). You acknowledge and agree that we and/or our respective licensors own all legal rights, title and interest in and to the Artwork, and all intellectual property rights therein. Digital Assets may also embody or include one or more registered or unregistered intellectual property owned by us and/or our licensors (together with the Artwork, the “Image IP”). The Image IP is neither stored nor embedded in the Digital Assets but is accessible through the Digital Assets. The Image IP therein is licensed pursuant to sub-section 15.5, and is not transferred or sold to you. The rights that you have in and to the Image IP are limited to those expressly set forth in sub-section 15.5.
15.5 We hereby grant you a non-exclusive, limited, revocable, royalty-free, worldwide right and license (with no right to sub-license) to display and/or use the Image IP with the Digital Asset solely for personal, non-commercial use. This license to display and/or use the Image IP with the Digital Asset is automatically and always transferred with the respective Digital Asset, otherwise, the license to display and/or use the Image IP is non-transferable. Upon such transfer of the Digital Asset, the license granted to you is immediately terminated without notice, and you shall have no further rights in or to the Image IP.
15.6 The foregoing license in sub-section 15.5 shall automatically terminate if you breach this Section 15 or if you engage in any unlawful activity involving the Digital Asset. Furthermore, upon such termination of the license, we shall have the right to disable your access to the Image IP and/or deny you access to the Services and/or any benefits associated with the Digital Asset.
16. SUSPENSION AND TERMINATION
16.1 We may suspend, restrict or terminate your access to and/or use of the Games, Digital Assets, Virtual Items and/or any other part of the Services and consequently suspend or terminate the licence granted to you under these Terms, if:
16.1.1 you breach, or are believed or reasonably suspected to have breached, any of the restrictions or provisions in these Terms;
16.1.2 for reasons of a system failure, external attack, malfunction, internal system vulnerability, system flaw, system upgrade, maintenance or repair or due to events beyond our reasonable control; and/or
16.1.3 we decide to withdraw the Game(s), Digital Assets, Virtual Items and/or any other part of the Services from the market for any reason at our sole discretion.
16.2 We may in our sole discretion give you an initial warning and notice prior to terminating or deleting your access to our Games, Digital Assets, Virtual Items and/or any other Services. If you have seriously or repeatedly breached our Terms or have been issued with previous warnings, are in violation of the applicable laws and regulations, or have engaged in conduct or activity which is inappropriate or harmful or risky to our Games or Services or to other players, we have the sole discretion to move directly to terminating the contract with you under these Terms and your license to access our Games, Digital Assets, Virtual Items and/or any other part of the Services. Under such circumstances, in our sole discretion, we may decide to subsequently notify you, by email or within the app, website or channel or otherwise as appropriate subject to Section 23. Upon termination the rights and licence granted herein will be terminated and you shall cease all use of the applicable Games, Digital Assets, Virtual Items and/or any other part of the Services. If we decide to withdraw Game(s), Digital Assets, Virtual Items and/or any other part of the Services from the market, we’ll strive to notify you in advance prior to withdrawing access by email or within the app, website or channel other part of the Services as appropriate subject to Section 23. You agree that we shall not be held liable for not providing any warning or notification to you.
16.3 You understand and agree that upon your request to terminate your account or our final decision to terminate your account, you will not receive any compensation or reimbursement for any Games, Digital Assets, Virtual Items and/or Services for any reason, whether such termination was voluntary or involuntary, unless otherwise required by applicable law or policy in your country of residency.
17. THIRD PARTY CONTENT
17.1 Our Services may include hyperlinks to third-party websites and services. We do not control these websites and services and are not liable or responsible for their content or for their collection, use or disclosure of your personal information.
18. DISCLAIMERS AND LIMITS ON LIABILITY
18.1 OUR SERVICES AND ANY INFORMATION OR CONTENT PROVIDED THROUGH OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM ERRORS, BUGS, CORRUPTION, LOSS, INTERFERENCE, HACKING, VIRUSES OR OTHER MALICIOUS, DESTRUCTIVE OR CORRUPTING CODE, AGENT, PROGRAM OR MACROS, OR THAT YOU WILL BE ABLE TO ACCESS OR USE OUR SERVICES AT THE TIMES OR LOCATIONS OF YOUR CHOOSING AND/OR ANY INFORMATION OR CONTENT PROVIDED THROUGH OUR SERVICES, OR THAT YOU WILL BE ABLE TO ACCESS OR USE OUR SERVICES AND/OR ANY INFORMATION OR CONTENT PROVIDED THROUGH OUR SERVICES AT ALL. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT: (I) THE ACCURACY, TIMELINESS, ADEQUACY OR COMPLETENESS OF THE INFORMATION, SERVICES AND/OR FUNCTIONS, INFORMATION OR CONTENT PROVIDED THROUGH OUR SERVICES; (II) THAT YOUR USE OF AND/OR ACCESS TO OUR SERVICES AND/OR ANY INFORMATION OR CONTENT PROVIDED THROUGH OUR SERVICES WILL BE UNINTERRUPTED, SECURE OR FREE FROM ERRORS OR OMISSIONS OR THAT ANY IDENTIFIED DEFECT WILL BE CORRECTED; (III) THAT OUR SERVICES AND/OR ANY INFORMATION OR CONTENT PROVIDED THROUGH OUR SERVICES WILL MEET YOUR REQUIREMENTS (INCLUDING REQUIREMENTS THAT OUR SERVICES WILL WORK WITH OR CAN BE ACCESSED ON ANY PARTICULAR DEVICES, PLATFORMS, OPERATING SYSTEMS OR EQUIPMENT, OR IN CONJUNCTION WITH ANY PARTICULAR SOFTWARE OR CONNECTIVITY SERVICES) OR ARE FREE FROM ANY VIRUS, MALWARE OR OTHER MALICIOUS, DESTRUCTIVE OR CORRUPTING CODE, AGENT, PROGRAM OR MACROS; AND (IV) THAT USE OF OUR SERVICES AND/OR ANY INFORMATION OR CONTENT PROVIDED THROUGH OUR SERVICES BY YOU WILL NOT INFRINGE RIGHTS OF THIRD PARTIES.
18.2 TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, THE RELEVANT PARTIES’ TOTAL LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, INCLUDING LIABILITY FOR ANY LOSSES, COSTS, EXPENSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES OR THESE TERMS SHALL NOT EXCEED (IN AGGREGATE) THE MONETARY AMOUNT EQUIVALENT TO THE FEES, RELATING TO THE SERVICES, ACTUALLY PAID BY YOU TO US FOR THE PRECEDING TWELVE (12) MONTHS FROM THE DATE OF THE FIRST CAUSE OF ACTION ARISING, OR WHERE NO FEES RELATING TO THE SERVICES HAVE BEEN PAID BY YOU TO US FOR THE PRECEDING TWELVE (12) MONTHS FROM THE DATE OF THE FIRST CAUSE OF ACTION ARISING, SHALL NOT EXCEED (IN AGGREGATE) USD 100. NOTWITHSTANDING THE FOREGOING, NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT EACH OF THE RELEVANT PARTIES’ LIABILITY FOR FRAUDULENT MISREPRESENTATION, DEATH OR PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES OR AGENTS, OR ANY OTHER LIABILITY THAT CANNOT UNDER ANY APPLICABLE LAW BE EXCLUDED OR LIMITED.
18.3 YOU AGREE AND ACKNOWLEDGE THAT WE HAVE MADE THE SERVICES AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. WE WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO YOU WITHOUT THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY.
18.4 YOU HEREBY RELEASE AND FOREVER DISCHARGE EACH OF THE RELEVANT PARTIES FROM, AND HEREBY WAIVE AND RELIQUISH, EACH AND EVERY PAST, PRESENT AND FUTURE DISPUTE, CLAIM, CONTROVERSY, DEMAND, RIGHT, OBLIGATION, LIABILITY, ACTION AND CAUSE OF ACTION OF EVERY KIND AND NATURE, THAT HAS ARISEN OR ARISES DIRECTLY OR INDIRECTLY OUT OF, OR THAT RELATES DIRECTLY OR INDIRECTLY TO, THE SERVICES (INCLUDING ANY INTERACTIONS WITH, OR ACT OR OMISSION OF, OTHER USERS). IN CONNECTION WITH THE FOREGOING, TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, YOU HEREBY WAIVE ANY LAWS WHICH STATE GENERAL RELEASES DO NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOUR AT THE TIME OF THE RELEASE.
19. SPECIFIC RISKS ASSOCIATED WITH THE SERVICES
19.1 Distributed-Ledger Network Risk. You warrant that you accept the risk of distributed-ledger networks and protocols, including instability, congestion, high transaction costs, information insecurity, regulatory risk, and technological and operational error. You understand these risks may result in delay or failure to process transactions and potentially high transaction fees or third party fees. You acknowledge that we are not responsible for any diminished Services, related features, or capabilities resulting from distributed-ledger network risks. In the event of a material increase or decrease to transaction fees, third party fees, or operational degradation, congestion, failure or other disruption of the underlying distributed-ledger network, we may, at our sole discretion, make any adjustments to the Services.
19.2 Distributed-Ledger Network Modification Risk. You warrant that you are familiar with and accept the risks associated with distributed-ledger network development and code changes. Distributed-ledger technologies are still under development and may undergo significant changes over time. Distributed-ledger network contributors may make changes to features and specifications of the consensus algorithm or other parts, and may fork the distributed-ledger network protocol. Such changes may include or result in the elimination or support for specific algorithms and applications.
19.3 Game Tokens. Game tokens are not considered legal tender, are not issued or backed by any government, and have fewer regulatory protections than traditional currency. Moreover, Game tokens are not insured against theft or loss by any insurance corporation or any investor protection.
19.4 Market Risk. The value of digital assets are derived from supply and demand in the global marketplace, which can rise or fall independent of any government currency. Holding digital assets carries exchange rate and other types of risk. The value of digital assets may be derived from the continued willingness of market participants to exchange traditional government currency for digital assets, which may result in the potential for permanent and total loss of value of a particular digital asset should the market disappear. The volatility and unpredictability of the price and value of digital assets, relative to government currency, may result in significant loss over a short period of time. We do not warrant the value of $PAL (“Tokens”) or any digital assets (including Digital Assets), and explicitly warn you that there is no reason to believe that any of the foregoing will increase in value, and that they may hold no value, decrease in value, or entirely lose value. We do not make any endorsement or recommendation of the value or price of the Tokens or any digital asset (including Digital Assets) and no information provided by us is or should be taken as investment advice or an inducement or solicitation to invest in the Tokens or any digital asset (including Digital Assets), issuer or otherwise.
19.5 Regulatory Risk. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of digital assets. The regulatory status of digital assets (including for the avoidance of doubt, cryptographic tokens) and distributed-ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect digital assets, distributed-ledger technology and its applications. Such changes could negatively impact the Services in various ways, including, for example, through a determination that any of the above are regulated financial instruments that require registration. We may cease any distribution of any of the above (including Tokens and the Digital Assets), or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so. The industry in which we operate is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental, quasi- governmental, regulatory or other similar types of (including banking) authorities will not examine our operations or pursue enforcement actions against us. Such governmental activities may or may not be the result of targeting us in particular. All of this may subject us to judgments, settlements, fines or penalties, or cause us to restructure our operations and activities or to cease offering certain products or services, all of which could harm our reputation or lead to higher operational costs, which may in turn have a material adverse effect on the Services.
19.6 Fraud Risk. Transactions relating to digital assets are irreversible and losses due to fraudulent or accidental transactions may not be recoverable. Blockchain transactions are deemed to be made when recorded on a public ledger, which may not necessarily be the date or time the user initiated the transaction. The nature of such blockchain transactions may lead to an increased risk of fraud or cyber-attacks.
19.7 Technology Risk. There are risks associated with using Internet and blockchain-based products, such as the Digital Assets, Virtual Items and cryptocurrencies and other digital assets, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You acknowledge that transactions on blockchains are susceptible to mining attacks, including double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks and any successful attacks present a risk to the Services, Tokens, Virtual Items, Digital Assets and Service Rewards, including proper execution and sequencing of transactions involving the Tokens, Virtual Items, Digital Assets or Service Rewards. Malicious individuals or organizations may also target you and attempt to steal any Tokens, Digital Assets, Virtual Items and/or Service Rewards you may hold or claim any Tokens, Digital Assets and/or Virtual Items that you may have purchased, and you are solely responsible for protecting yourself against such actions. You further accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the internet and/or blockchains, however caused.
19.8 AI Risk. The use of artificial intelligence is still a new and rapidly evolving area and is fraught with risks, including without limitation, risks relating to hallucinations, misinformation, privacy and security, as well as harmful and unintended outputs. In addition, the development of artificial intelligence is subject to a variety of factors that are difficult to evaluate. Please use our Services discerningly. You accept and acknowledge that to the maximum extent permitted under applicable law, we will not be responsible for the materialisation of any risks associated with your use of artificial intelligence when accessing our Services, as well as any consequences arising as a result thereof.
19.9 Additional Risks. The Tokens and digital assets (including the Digital Assets) may have no value. Additionally, claiming / receiving Tokens and Digital Assets, and using, transacting in, holding, purchasing or selling Tokens and digital assets (including Digital Assets) involve a high degree of risk, which may or may not be foreseeable. You must carefully review, acknowledge, understand and assume both the foregoing and the following risks, as well as all other risks associated with the Services, Digital Assets, other relevant digital assets and the Tokens (including those not discussed herein). Risks could render the Tokens, Digital Assets and other relevant digital assets worthless or of little value. It is your sole responsibility to seek appropriate professional, legal, accounting, investment, tax and other advice in respect of the Services and the Tokens, Digital Assets and other relevant digital assets prior to accessing or using the Services (which include claiming / receiving Tokens or Digital Assets through the Services), and using, transacting in, holding, purchasing or selling the Tokens, Digital Assets or other relevant digital assets.
● The regulatory regime governing digital assets, distributed-ledger technologies, cryptocurrencies, tokens, non-fungible tokens and other crypto-based items and collectibles is uncertain, may be constantly changing and is largely untested, and new laws, regulations or policies may adversely affect the Services, as well as your access or use of the Services, Tokens and digital assets (including Digital Assets), including without limitation the transferability, value and utility of the Tokens and digital assets (including Digital Assets). No assurances can be provided that the laws, regulations and policies (whether currently existing or as amended, promulgated or enacted from time to time) will not have any adverse impact on the Services, the Tokens and digital assets (including the Digital Assets), including without limitation, the price and liquidity of the Tokens. It is not possible to predict when changes to the laws, regulations and policies would occur and if they do, how they would affect the Services, the Tokens and digital assets (including the Digital Assets). Palio may have to prohibit or restrict access to the Services and/or Digital Assets (whether based on citizenship, country of residence, location from which a user is accessing or using the Services from, or otherwise), or make access to or use of the Services and/or Digital Assets conditional upon additional requirements, or remove or modify certain aspects of the Services and/or Digital Assets, in the event the current arrangements are commercially unsustainable or undesirable or legally prohibited.
● As distributed-ledger networks and digital assets have grown in popularity and in market size, national and state regulators have begun to take interest in, and in some cases, regulate, their use and operation. In particular, no assurances can be provided that the Tokens and other digital assets (including Digital Assets) will not be considered as a security or financial instrument under any applicable law or regulation, whether now or in the future. In the event the Tokens or relevant digital assets (including Digital Assets) are deemed to be a security or regulated financial instrument under applicable law, this could have significant implications, including the imposition of regulatory obligations on Palio, its affiliates, and holders of the Tokens, the relevant digital assets or Digital Assets, and such implications may result in the operations of Palio or the Tokens or Digital Assets being legally prohibited, negatively impacted or not viable.
● The Services, digital assets (including the Digital Assets) or the Tokens may be exploited by third party bad actors to facilitate illegal, unlawful, unethical or harmful activity, including without limitation, scams, money laundering and tax or regulatory evasion. Where the Services, relevant digital assets (including Digital Assets) or Tokens end up being misused by such third party bad actors, this could have a material adverse effect on the Services, the Digital Assets or the Tokens. Any legal or regulatory repercussions could also negatively impact the Services, the Digital Assets or the Tokens.
● The success of new ecosystems and decentralized autonomous organizations strongly depends on the engagement of users. There can be no assurance or guarantee that there will be sufficient and sustainable interest in or participation in the elements or use of the Digital Assets, the Tokens or the Services which Xterio offer.
● The personal tax treatment of Digital Assets, Tokens and other rewards received or redeemed through the Services (“Service Rewards”) as well as the access and use of the Services is uncertain and there may be adverse tax consequences (whether present or in the future) for users who access or use the Services (which include the claim and/or receipt of Digital Assets, Tokens or Service Rewards through the Services), or who use, transact in, hold, purchase or sell the Digital Assets, Tokens or Service Rewards. You agree and acknowledge that (a) you are solely responsible and liable for determining what, if any, taxes apply to your access and use of the Services, as well as your claim, receipt, use, transaction, holding, purchase and sale of the Tokens, Digital Assets and Service Rewards, and to withhold, collect, report and remit the correct amount of taxes to the appropriate authorities; and (b) you should consult a tax advisor with respect to the tax treatment of the Services, Digital Assets, Tokens and Service Rewards, including all related transactions, in your jurisdiction, before deciding whether to access or use the Services or undertake any of the aforementioned actions in relation to the Digital Assets, Tokens or Service Rewards, or any other related transactions.
● The further development and acceptance of distributed-ledger networks, which are part of a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate.
● Services may use emerging technologies, such as blockchains. Any malfunction, flaws, breakdown or abandonment of such emerging technologies may have a material adverse effect on the Services, Tokens and/or Digital Assets. Some Services are subject to increased risk through your potential misuse of technologies such as public/private key cryptography. By playing, using and accessing the Services, you explicitly acknowledge and accept these increased risks.
● The distributed-ledger network underlying the Services may use a decentralized governance system (“Governance System”). For these reasons, it is possible that the Governance System with respect to such distributed-ledger network adopts proposals that have an adverse effect on the useful functioning of the Services and/or the value of the Tokens. If a Governance System is attacked, or becomes controlled either directly or indirectly by some party who makes unwise decisions, or the community generally makes unwise decisions, the value of the Tokens might be greatly reduced or even completely lost.
● Distributed-ledger networks use different consensus mechanisms such as proof of work or proof of stake, or delegated proof of stake, each of which is subject to specific risks, such as malicious unilateral actions or double spending and 51% attacks. Any successful attacks in respect of the Tokens, Digital Assets or Service Rewards present a risk to the system in which the Tokens, Digital Assets or Service Rewards are used, to the expected proper execution and sequencing of transactions involving the Tokens, Digital Assets and Service Rewards, and to the expected proper execution and sequencing of software computations, including loss of your Tokens, Digital Assets or Service Rewards.
● Any failure, malfunction, interruption, virus, bug, code, error, defect, vulnerability, or flaw in relation to or affecting the Services, access or use of the Services, the Tokens, Digital Assets or Service Rewards, the operations of Palio, or any other technology associated with the foregoing, including without limitation external cyber-attacks, unauthorized access or activities by third parties, or internal vulnerabilities, defects and flaws in programming or source code, could result in the loss or compromise of Tokens, digital assets (including Digital Assets) and Service Rewards, or adversely impact Palio’s Services, the Tokens, or the Digital Assets or Service Rewards, including (without limitation) a loss of private data, the interruption of Services for an indeterminate period of time, or unauthorized transactions being carried out. Additionally, any actual, alleged, perceived or rumoured attack or security breach, whether of blockchain networks or companies operating in the crypto space in general or of Palio, could lead to a loss of confidence in the crypto market in general or in Palio, which could adversely impact the Services, the Tokens, the Digital Assets or the Service Rewards.
● A temporary or permanent “fork” of a distributed-ledger network could adversely affect the use and value of the Tokens.
● The prices of digital assets are extremely volatile and may significantly fluctuate at any given moment for any reason, even becoming worthless. Due to these price fluctuations, you may gain or lose value in your Tokens and/or digital assets (including Digital Assets) at any given moment, and the fluctuations in the price of other digital assets could materially and adversely affect the value of your Tokens and/or digital assets (including Digital Assets), which may also be subject to significant price volatility. We cannot guarantee that any holders of Tokens and/or digital assets (including Digital Assets) will not lose money.
● The Tokens and the Digital Assets are not legal tender, they may not be backed by any physical assets and may not be backed, guaranteed, or supported by any government or centralized authority. Tokens and Digital Assets may not have intrinsic value, and their circulation may be limited and restricted.
● Digital assets are generally considered a high-risk asset class and may or may not be considered securities under certain jurisdictions. You must therefore exercise prudent judgment when trading Tokens and Digital Assets.
● The nature of digital assets may be very complex, and their terms, features, and/or risks may not be readily or fully understood due to the complex structure, novelty, and reliance on technological features. You represent and warrant that you have done sufficient research prior to making any transactions or otherwise interacting with any Services, Tokens or Digital Assets.
● During your use of the Services, you may be subject to various fees that may or may not arise directly from us, including fees that arise from any action that you take on the blockchain, whether a successful transaction occurs. These fees are final and irreversible. Prior to making any transactions, you must fully understand all commissions, fees, and costs for which you may be liable. If any of these fees are not clear to you, you must request clarification of what fees will be applicable in specific monetary terms prior to using the relevant Service or entering any transactions.
● There are risks associated with smart contracts and digital wallets, including without limitation the following:
- Third-parties could hack digital wallet providers resulting in the loss of Tokens and digital assets (including Digital Assets);
- Smart contracts may contain software weaknesses or bugs;
- If your crypto-wallet credentials are lost or stolen or your crypto-wallet gets hacked, your Tokens and digital assets (including Digital Assets) will be unrecoverable and will be permanently lost;
- Palio and its affiliates cannot recover any stolen or lost Tokens or digital assets (including Digital Assets);
- Incorrectly transferred Tokens and digital assets (including Digital Assets) may be irretrievable;
- Third parties may hack the Services, any transactions relating to the Tokens, digital assets (including the Digital Assets) or the Service Rewards, your crypto-wallet or the smart contracts, and Tokens, digital assets (including Digital Assets) and Service Rewards may be lost; and
- There could be problems with the distributed-ledger protocol on which the Tokens and digital assets (including Digital Assets) are built.
● We do not have ownership or control of the smart contracts deployed by third parties, and we are not responsible and make no guarantees regarding their capabilities, operation, or functionality. We do not control the public blockchains that you interact with, and we do not control certain smart contracts that are integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible, and we have no ability to reverse any transactions on the blockchain.
● We are not responsible for losses or casualties due to developers' or representatives' delay or failure to report any issues with any blockchain supporting the Services, Tokens, relevant digital assets (including Digital Assets), Virtual Items and/or Service Rewards, including without limitation, forks, technical node issues, or any other issues that result in losses of any sort.
● Digital assets are inherently subject to the risk of cybercrime.
● Smart contracts interacting with distributed-ledger networks are new and largely unregulated and may therefore be subject to fraud and failures.
● It may be illegal now, or in the future, to acquire, own, hold, sell or use digital assets (including cryptocurrencies) and the Service Rewards (where applicable), participate in distributed-ledger networks or utilize similar assets or technology in one or more countries.
● If you provide us an address to receive Tokens, Digital Assets and/or Service Rewards through the Services that is from an exchange or that you do not control, Tokens, Digital Assets and/or Service Rewards will be allocated by Palio to such address; therefore, you may never receive or be able to recover your Tokens, Digital Assets and/or Service Rewards.
● Cryptographic tokens such as the Token and smart contracts interacting with distributed-ledger networks are new and untested technology. In addition to the risks highlighted above, there are other risks associated with the Services, your access and use of the Services, and the claim, receipt, use, transaction, holding, purchase or sale of the Tokens, relevant digital assets (including Digital Assets) or Service Rewards as well as interaction with and use of the Services, including those that we cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this clause or other risks.
19.10 This Section 19 sets out a non-exhaustive list of some of the risks of the Services. Before accessing or using any of the Services, you must carefully review, acknowledge, understand and assume these risks as well as all other risks associated with the Services, your access and use of the Services, and the claim, receipt, use, transaction, holding, purchase or sale of the Tokens, digital assets (including Digital Assets) or Service Rewards as well as interaction with and use of the Services, including those that we cannot anticipate or not discussed herein. You accept that these risks are yours to bear alone.
20. HOW TO CONTACT US FOR SUPPORT OR TO REPORT COMPLAINTS, FAULTS OR ABUSE
20.1 If you require customer support or would like to report a complaint, a fault or abusive behaviour in violation of the rules set out in these Terms or if you have any other questions or comments in relation to our Games, Digital Assets, Virtual Items or other Services then you may contact us at support@palio.ai or by raising a ticket under ‘Xterio Support’ in the support sub-channel of the Xter.io Discord channel (https://discord.gg/xterio).
21. GOVERNING LAW AND DISPUTE RESOLUTION
21.1 We aim at resolving our disputes amicably and we are certain that most of your concerns can be resolved by contacting our dedicated customer service team at support@palio.ai or by raising a ticket under ‘Xterio Support’ in the support sub-channel of the Xter.io Discord channel (https://discord.gg/xterio).
21.2 You and we shall first attempt to resolve any all disputes, claims or controversies arising out of or relating to these Terms, any of our Services and their marketing, or the relationship between you and us (“Disputes”) informally for at least 60 days before initiating arbitration or litigation, if any. The informal negotiations commence upon receipt of written notice from one person to the other (“Notice of Dispute”). The Notice of Dispute must: (a) include the full name and contact information of the complaining party; (b) describe the nature and basis of the claim or Dispute; and (c) set forth the specific relief sought. We will send our Notice of Dispute to your email address, or billing address, if available and applicable. You may send your Notice of Dispute by notifying support@palio.ai. Most Disputes are resolved by our customer service team but if for whatever reason they are not able to solve the issue, you will first be provided an opportunity to escalate the matter to the relevant responsible member of our team.
21.3 Governing Law. You agree that to the maximum extent permitted by applicable laws in your country of residency, the laws of the British Virgin Islands, without regard to principles of conflict of laws and regardless of your location, will govern these Terms and any dispute of any sort that might arise between you and us.
21.4 Claims Covered by Arbitration. All Disputes (except as specifically excluded in the Terms), whether based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, including the validity, enforceability or scope of this Section 21 shall be determined exclusively by binding arbitration. This includes claims that accrued before you entered into these Terms. The only Disputes not covered by this Section are claims regarding the infringement, protection or validity of your, our or our licensors’ intellectual property, trade secrets or copyright, trademark or patent rights.
21.5 You agree to be responsible for all your legal costs and fees incurred in relation to any Dispute between us. In addition, subject to sub-section 6.4, you agree to be responsible for 50% of any costs of arbitration, which will apply notwithstanding the outcome of the arbitration.
21.6 Binding Arbitration. Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the BVI International Arbitration Centre (BVIIAC) under the BVI IAC Arbitration Rules in force when the notice of arbitration is submitted. The law of this arbitration clause shall be the law of the British Virgin Islands. The seat of arbitration shall be Tortola, British Virgin Islands. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English. Neither party shall be required to give general discovery of documents, but may be required only to produce specific, identified documents which are relevant to the dispute.
21.7 Limitations. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN OUR OR YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator shall not consolidate another person’s claims with your claims, and shall not preside over any type of representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favour of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
21.8 For the avoidance of doubt, nothing in this section or in any other part of these Terms shall prevent us from applying (i) to any court of competent jurisdiction; and/or (ii) concurrently in more than one court of competent jurisdiction, for any injunctive or equitable relief in respect of any intellectual property rights infringements.
21.9 Notwithstanding anything to the contrary in these Terms, we have the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or injunctions as may appear reasonably necessary to preserve our rights, provided however that, after the arbitrator is appointed, the arbitrators will have sole jurisdiction to consider applications for provisional relief, and any provisional measure ordered by the arbitrators may be specifically enforced by any court of competent jurisdiction (except that we will retain the right specified in sub section 21.8 in any event). Any such request for provisional measures submitted to the courts will not be deemed incompatible with the agreement to arbitrate or waiver of the right to arbitrate.
21.10 FOR U.S. AND CANADIAN USERS ONLY: This sub-section 21.10 applies only to users who reside in the U.S. or Canada and offers a streamlined way to resolve disputes between you and us if they arise. Most of your concerns can be resolved by contacting customer service at support@palio.ai. If we cannot resolve your concern, you and us agree to be bound by the procedure set forth in this Section to resolve any and all disputes between us. PLEASE READ THIS SECTION CAREFULLY. IT PROVIDES THAT YOU AND WE ARE AGREEING TO RESOLVE MOST DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION INSTEAD OF COURT TRIALS AND CLASS ACTIONS.
21.10.1 Claims Covered by Arbitration. All Disputes shall be determined exclusively by binding arbitration. The term “Dispute” is intended to be given the broadest possible meaning that will be enforced. If you have a Dispute that cannot be resolved through negotiation within the time frame described in the “Notice of Dispute” clause below, you and we agree to seek resolution of the Dispute only through arbitration of that Dispute in accordance with the terms of this Section, and not litigate any Dispute in court, except for those matters listed in sub-section 21.10.2 (Exclusions from Arbitration). Arbitration means that the Dispute will be resolved by a neutral arbitrator instead of in a court by a judge or jury. Your agreement to arbitrate survives your, or our, termination of your access to the Services.
21.10.2 Exclusions from Arbitration. You and we each agree that the following causes of action and/or claims for relief are exceptions to the Disputes covered by the arbitration agreement and will be brought in a judicial proceeding in a court of competent jurisdiction (as outlined in this arbitration agreement): (i) any claim or cause of action alleging actual or threatened regarding the infringement, protection or validity of your, our or our licensors’ intellectual property, trade secrets or copyright, trademark or patent rights; (ii) any claim or cause of action seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack); or (iii) a request for the remedy of public injunctive relief, where such remedies are permitted and cannot be waived by applicable law. In addition, to the extent your claim or Dispute qualifies under applicable law, you may elect to proceed in small claims court.
21.10.3 Opt-Out Right: YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION AND THE CLASS ACTION WAIVER WITHIN 30 DAYS. IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION AND CLASS ACTION WAIVER IN THIS SECTION, YOU MUST NOTIFY US IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT, OR ANYONE ACTING ON YOUR BEHALF ACCEPTS, THESE TERMS UNLESS A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW (the “Opt-Out Deadline”). YOU MAY OPT-OUT OF THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION BY EMAIL TO support@palio.ai WITH THE SUBJECT LINE “Terms of Use – Opt-Out Notice”. Your written notice must include: (1) your player ID, if you have one, (2) your name, (3) your address, (4) the email address associated with your Account, if you have one, and (5) a clear statement that you do not wish to resolve disputes with us through arbitration.
In order to validly terminate the binding arbitration agreement, we must receive your opt out notice no later than 3 days after the Opt-Out Deadline for it to be valid. You agree that you must pursue any claim in arbitration or small claims court if we do not receive an opt-out notice from you, or if we receive an opt-out notice from you more than 3 days after the Opt-Out Deadline.
21.10.4 Notice of Dispute. If you have a Dispute with us, or any of our affiliates, you must send a written notice to support@palio.ai, with the subject line “Notice of Dispute”. The informal negotiations commence upon receipt of written notice from one person to the other (“Notice of Dispute”). Your Notice of Dispute must: (a) include the player ID, full name and contact information of the complaining party; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (together, the “Required Information”). If the Notice of Dispute does not contain all of the Required Information (or an explanation of why you are unable to include any of the Required Information), then your Notice of Dispute shall be without effect, and must be re-sent before any arbitration or other legal action may be initiated. This requirement is intended to inform us that you have a Dispute to be resolved. We will send our Notice of Dispute to your billing or email address. Most disputes are resolved by our customer service team but if for whatever reason they are not able to solve the issue, you will be provided an opportunity to escalate the matter first to our responsible team member(s). You and us agree to attempt to resolve any Dispute informally, and in good faith, for at least 60 days after an effective Notice of Dispute is provided, before initiating arbitration pursuant to the terms of this sub-section.
21.10.5 Arbitration Procedure. If you and us cannot resolve a Dispute informally, subject to the exceptions in sub-section 21.10.2, you and us agree to have the Dispute finally and exclusively resolved by binding arbitration. The arbitration shall be administered by the American Arbitration Association (“AAA”), unless the AAA declines or is unable, then we will select an alternative arbitral forum.
We agree that we will pay all filing, administration and arbitrator fees other than the initial filing fee that you must pay to file the initial arbitration demand. If your claim is for less than US$1,000 we will reimburse you for the filing fee if you provide a written request for reimbursement with evidence of insufficient funds to pay the fee yourself. In the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, we will pay as much of your filing fee in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the costs of litigation. Otherwise, we will each bear the fees and expenses of our respective attorneys, experts, witnesses and preparation and presentation of evidence at the arbitration.
Arbitration will be conducted in accordance with the AAA’s rules, including the AAA’s Consumer Arbitration Rules respectively the AAA`s Supplementary Rules for Multiple Case Filings (as applicable), as modified by these Terms. The AAA rules and information about arbitration and fees are available online at www.adr.org or by calling the AAA at +1-800-778-7879. The arbitration will be conducted in English by one arbitrator, who will be appointed by the AAA. For Claims under US$25,000, the arbitration will not involve any personal appearance by the parties or witnesses but will instead be conducted based solely on written submissions, unless you or we request an in-person or telephonic hearing, or the arbitrator determines that an in-person or telephonic appearance is required. In the case of a hearing, the presumption shall be in favour of a virtual hearing, unless the arbitrator determines that a party’s right to a fundamentally fair process would be impaired without an in-person hearing. In the case of an in-person hearing, the hearing shall be conducted in a mutually convenient location. We will ordinarily request that the hearing be held in New York. You may petition the arbitrator to select an alternative location for the hearing. The arbitrator’s selection of a hearing location shall be final and binding. You agree that in the event of an in-person hearing, we or any of our employees or affiliates who are based outside of the United States and who are participating in the hearing may participate by telephone or video conference, and their physical presence will not be required.
Any arbitration will be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgement on any arbitration award may be entered in any court having proper jurisdiction.
Ordinarily, pre-hearing information exchange will be limited to the reasonable production of non-privileged documents directly relevant to the dispute. Unless the arbitrator determines that an additional form of information exchange is necessary to provide for a fundamentally fair process, those documents will be limited to your game play data and in-app purchases and communications directly about that information among you and us. Any issues regarding discovery, or the relevance or scope thereof, will be determined by the arbitrator, and the arbitrator’s determination will be conclusive.
The arbitrator will have the power to grant declaratory or injunctive relief, whether interim or final, only in favour of you individually and only to the extent necessary to provide relief warranted by your individual claim without affecting our other customers, and any provisional measures ordered by the arbitrator may be enforced by any court of competent jurisdiction. The arbitrator shall make a decision in writing and shall provide a statement of reasons if requested by either party. Nothing in these Terms will prevent you from seeking public injunctive relief separately from arbitration in court pursuant to these Terms, and any such application will not be deemed incompatible with the agreement to arbitrate or as a waiver of the right to arbitrate your individual claims. You and us agree that any proceedings seeking a remedy of public injunctive relief will proceed after the arbitration of all arbitrable Claims, remedies, or causes of action, and will be stayed pending the outcome of the arbitration pursuant to section 3 of the US Federal Arbitration Act.
21.10.6 Class Action Waiver: In addition to the above, YOU AND WE EACH AGREE THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, EXCEPT FOR ACTIONS FOR INJUNCTIVE RELIEF AS DESCRIBED BELOW AND IN THIS SUB-SECTION. Upon motion of one or more interested parties, and after providing all other interested parties with an opportunity to be heard, the arbitrator may, at their discretion, coordinate more than one arbitration proceeding initiated under this arbitration agreement, in order to promote efficiency in discovery and to avoid inconsistent legal rulings. In the interest of clarity, any coordination under the preceding sentence will be limited only to currently pending arbitrations initiated under this arbitration agreement, and the arbitrator may not preside over any form of a representative or class proceeding. All parties will retain the right to request an individualised hearing.
If a court or arbitrator determines, in an action between you and us, that this class action waiver is unenforceable, this binding arbitration agreement will not apply to you. If you opt out of this binding arbitration agreement as specified above, this class action waiver will not apply to you. Neither you, nor any other customer, can be a class representative, class member, or otherwise participate in a class, consolidated or representative proceeding without having complied with the opt-out procedure set forth in sub-section 21.10.3 above.
21.10.7 Jury Waiver. IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.
22. GENERAL
22.1 These Terms and any document incorporated by reference constitute the entire agreement between you and us and supersede any previous terms between us in relation to such matters.
22.2 The limitations, exclusions and restrictions in these Terms shall pass to the benefit of our licensors, successors and assigns.
22.3 The headings in these Terms are for ease of reference only and shall be disregarded in construing or interpreting the Terms.
22.4 Palio’s failure to enforce any provision in these Terms or to exercise any right or remedy provided under these Terms or by law or in equity will not be deemed a waiver of that or any other right, remedy or provision. If any provision, or part thereof, of these Terms is held to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining portion of the provision and the remainder of these Terms shall, to the fullest extent possible, not be affected, and any provision or part thereof found to be illegal, invalid or unenforceable shall be deemed amended in a manner so as to give effect, to the fullest extent possible whilst remaining legal, valid and enforceable, to the intentions behind such clause or part thereof.
22.5 We may assign or transfer all or part of our rights or duties under these Terms provided we take reasonable steps to ensure that your rights under these Terms are not prejudiced. As these Terms are personal to you, you may not transfer any of your rights or duties under it without our prior written consent.
22.6 Unless explicitly provided for under these Terms, a person who is not a party to these Terms shall have no rights to enforce any of its terms.
22.7 The controlling language of these Terms is the English language. If there are any conflict between translations of the English language version of these Terms and the English language version of these Terms, the English language version will control.
22.8 Our Privacy Policy https://www.palio.ai/docs/Palio_Privacy_Policy.html describes how we collect, handle, store and transfer the data you provide to us when you use our Services. You understand that the collection, processing, and use of such data by us and our affiliates (as outlined in the Privacy Policy), including the transfer of the data to other countries, is required to perform the Services. In particular, by accessing, using or participating in the Services, you expressly acknowledge and agree that your wallet addresses may be publicly or privately disclosed or shared by us at our sole discretion, including without limitation. You acknowledge and agree that your personal data may be collected, processed, stored, disclosed or otherwise used by other partner entities of our Services.
23. NOTIFICATIONS
23.1 We may provide you with emails, text messages, push notifications, alerts and other messages related to the Services, such as but not limited to important announcements, legal notice, enhancements, offers, products, events, and other promotions to the extent that you have voluntarily bound your device with the Game. After downloading our Games, you may, depending on the device you are using, be asked to accept or deny push notifications/alerts in respect of our other games, services and/or activities. If you deny, you will not receive such push notifications/alerts. If you no longer wish to receive push notifications/alerts from our Game, you may opt out by changing your notification settings on your device.
23.2 All communications and notices made or given pursuant to these Terms must be made in the English language.
24. FORCE MAJEURE
24.1 Force majeure means any cause or event beyond the reasonable control of the affected party including without limitation war, civil war, armed conflict or terrorist attack, nuclear, chemical or biological contamination, pandemic, strikes, civil action, disruption or unavailability of the internet, unscheduled hosting and maintenance to systems, power and data losses, and other acts of God, the change of political relationships between the countries, change of regulations in connection with games in your country of residency, etcetera. We shall not be obliged to perform our obligations under these Terms to the extent that we are prevented from doing so by reason of an event of force majeure. Performance of these Terms may cease during the continuation of the force majeure event and may continue for such time even after that event ceases to the extent necessary for us to fulfil our obligations again. For so long as such force majeure event persists, our obligations under these Terms shall be suspended to the same extent. If such force majeure continues for a continuous period in excess of four months we may terminate access to the applicable Games, Digital Assets, Virtual Items or other Services immediately on service of notice to you.
PALIO AIRDROP ACTIVITY TERMS & CONDITIONS
Last updated: 3 June 2025
PLEASE READ THESE ACTIVITY TERMS CAREFULLY BEFORE ACCESSING, USING OR PARTICIPATING IN THIS ACTIVITY, OR RECEIVING ANY TOKENS THROUGH THIS ACTIVITY. IF YOU DO NOT UNDERSTAND OR AGREE TO THESE ACTIVITY TERMS, YOU ARE NOT PERMITTED TO ACCESS, USE OR PARTICIPATE IN THIS ACTIVITY OR RECEIVE DISTRIBUTION OF ANY TOKENS THROUGH THIS ACTIVITY.
By accessing, using or participating in this Activity, or receiving Tokens through this Activity, you acknowledge that you have read, understood, and agreed to these Activity Terms in their entirety. You are responsible for making your own decision regarding access of, use of and participation in this Activity and any receipt and/or use of digital assets (including Tokens and digital assets you send as Gifts). Any access of, use of or participation in this Activity, and receipt and/or use of any digital assets (including the Tokens and digital assets you send as Gifts) is solely at your own risk. It is the Participant’s sole responsibility to seek appropriate professional, legal, accounting, investment, tax and other advice in respect of this Activity and any receipt and/or use of digital assets (including the Tokens and digital assets it intends to send as Gifts), prior to accessing, using or participating in this Activity as well as receiving and using any digital assets (including the Tokens and digital assets it sends as Gifts).
By accessing, using or participating in this Activity, or receiving Tokens through this Activity, you expressly acknowledge and assume all risks related thereto including (without limitation) the risks set out in these Activity Terms and the Policies. In no event shall Palio or any other member of the Group, or its or their respective shareholders, members, directors, officers, employees, contractors, agents and representatives, be held liable in connection with or for any claims, losses, damages or other liabilities, whether in contract, tort (including negligence) or otherwise, arising out of or in connection with this Activity and your receipt and/or use of any digital assets (including the Tokens and digital assets you send as Gifts).
The Group does not take any responsibility for your access of, use of and participation in this Activity. You must satisfy yourself before accessing, using or participating in this Activity, and receiving and using any digital assets (including the Tokens and digital assets you send as Gifts), and should not rely on the Group or any statement or expression made by the Group. The Group does not give any advice, recommendation, analysis or endorsement with respect to this Activity or any digital assets (including the Tokens and digital assets you send as Gifts). The Group has also not considered the applicable laws, regulations and laws of the jurisdiction of any Participant. Each Participant accesses, uses and participates in this Activity, and receives and/or uses digital assets (including the Tokens and digital assets it sends as Gifts) at its own risk.
You expressly acknowledge and agree that no entity or person in the Group is your broker, intermediary, agent or advisor. These Activity Terms are not intended to, and do not, create or impose any fiduciary duties on any entity or person in the Group. To the fullest extent permitted under applicable law, you acknowledge and agree that no entity or person in the Group has any fiduciary relationship or obligation to you or any other party. To the extent such a duty or obligation may exist at law or in equity, such duties or obligations are hereby expressly and irrevocably disclaimed and waived.
1. These Palio Airdrop Activity Terms & Conditions (“Activity Terms”) govern your participation in, and access and use of, the airdrop activity (“Activity”) organized by Play Algorithm Limited ("Palio", “we”, “us”, “our”). These Activity Terms also govern your receipt of $PAL ("Tokens") through the Activity and in these Activity Terms, references to accessing this Activity shall for the avoidance of doubt include receiving the Tokens through this Activity. By participating in, using or accessing this Activity or any part thereof, you (“you”, “your”, “yourself” or “Participant”) are deemed to have accepted these Activity Terms.
2. In addition, you agree and acknowledge that you will be subject to Palio’s Terms of Service (“Terms of Service”) and Privacy Policy (“Privacy Policy”) found at https://www.palio.ai/docs/Palio_Terms_of_Service.html and https://www.palio.ai/docs/Palio_Privacy_Policy.html (collectively, the "Policies") respectively. Defined terms used but not defined herein have the meaning set forth in the Terms of Service. This Activity is a Service as defined under the Terms of Service. By accessing this Activity, you are agreeing to these Activity Terms, the Terms of Service and the Privacy Policy. If you are accepting these Activity Terms on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so and have the authority to bind such entity to these Activity Terms, in which case the words "Participant", "you", "yourself" and "your" as used in these Activity Terms shall refer to such company, organization, government, or legal entity. If you do not understand or agree to these Activity Terms and the Terms of Service, you should not access this Activity.
3. In these Activity Terms, Palio and its subsidiaries, affiliates and any other entity related to Palio shall be collectively referred to as the "Group". Additionally, unless the context otherwise requires, "Palio" shall be taken to include the shareholders, members, directors, officers, employees, agents and representatives of Palio, and "Group" shall be taken to include the shareholders, members, directors, officers, employees, agents and representatives of each such entity in the Group. Capitalized terms not defined herein shall have the same meanings ascribed to them as set out in our Policies. You represent and warrant that you will comply fully with these Activity Terms.
4. All decisions in relation to this Activity shall be at our sole discretion.
5. Activity Description
(a) This Activity shall commence on 19 May 2025 at UTC 10:00 (“Activity Start Time”) and shall end at such time as determined by us in our sole discretion (“Activity End Time”).
(b) During this Activity, Participants are invited to interact with “Patoshi”, a character from Palio’s game “Palio: Craft & Trade” for the opportunity to obtain Tokens.
(c) To engage with Patoshi, Participants must complete all of the following actions between the Activity Start Time and the Activity End Time:
(i) Send a Gift to the Patoshi Wallet; and
(ii) Post a Participating Post.
(d) Each Gift, coupled with a Participating Post, constitutes a single instance of interaction (“Interaction”).
(e) Every UTC 10:00 occurring daily between the Activity Start Time and Activity End Time constitutes a “Submission Deadline”. Participants who made Interactions between the current Submission Deadline and previous Submission Deadline during this Activity (each such timeline constituting a single “Selection Round”) may be rewarded with Tokens (each, a “Selected Recipient”). Selected Recipients may be chosen by Palio by various means, at its sole discretion, including but not limited to feeding Interactions into a third party AI engine selected for this Activity (“Patoshi AI Engine”) for the Interaction to be scored.
(f) Where the same wallet address is used in more than one Interaction, only the first three (3) Interactions submitted during this Activity using that wallet address will constitute valid submissions and be considered by Palio.
(g) Interactions which have been submitted in previous Selection Rounds will not carry over to subsequent Selection Rounds. The submission time of an Interaction is determined based on the posting time of the relevant Participating Post.
6. Gifts
(a) Each on-chain asset sent to the wallet address at 0xAc635c7597DfAA2433A0299FF999fc12F21F81B9 (“Patoshi Wallet”) counts as a “Gift”.
(b) Each Gift sent to the Patoshi Wallet should hold only nominal market value and in any case, the aggregate value of Gifts sent to the Patoshi Wallet by any single wallet address should not be equal or greater than US$100 (“Maximum Gift Value”). THE VALUE OF GIFT(S) GIFTED WILL NOT RESULT IN OR CONTRIBUTE TO THE OUTCOME OF THIS ACTIVITY.
(c) Upon any wallet address transferring Gifts to the Patoshi Wallet which in the aggregate equal or exceed the Maximum Gift Value (as determined by Palio at its sole discretion), such wallet address shall be disqualified from this Activity and all related Interactions shall be immediately disqualified.
(d) Assets sent to the Patoshi Wallet prior to the Activity Start Time or after the Activity End Time shall not be considered a Gift validly constituting an Interaction.
(e) All Gifts sent to the Patoshi Wallet are non-refundable.
7. Participating Post
(a) To participate, Participants must post an original tweet on X that includes all of the following (each such tweet, a “Participating Post”):
(i) The following tags: “@KingPatoshi” and “@PalioAI”
(ii) The following word: “$PAL”
(iii) The transaction hash of the transaction transferring the Gift to Patoshi Wallet (the “Hash”)
(iv) A story relating to the Gift
(b) Each Hash may only be used once.
8. Token Rewards
(a) Selected Recipients chosen by Palio will be rewarded with Tokens.
(b) Tokens will be sent to the wallet address which had been used to transfer the Gift in the selected Interaction to Patoshi.
(c) The number of Tokens rewarded to a Selected Recipient for a selected Interaction will vary based on the results of the Activity.
9. Who can Participate
By accessing or participating in this Activity, you represent, warrant and undertake that:
(a) you have full legal capacity and authority to agree and bind yourself to these Activity Terms;
(b) If you are not a company, organization, government, or other legal entity, you are at least eighteen (18) years of age or the age of majority as may be determined in your country of residence (if the age of majority in your country of residence is older than eighteen (18) years of age), and you are of the age required to legally access and participate in this Activity;
(c) you will at all times provide accurate and complete information as required or requested by Palio for accessing and participating in this Activity;
(d) your access of or participation in this Activity, and receipt and/or use of Tokens, are not prohibited or restricted by applicable laws and regulations (including for the avoidance of doubt, any Sanctions), and at all times will be compliant with applicable laws and regulations;
(e) you are not located in, ordinarily resident in, or organized under the laws of any jurisdiction where the provision, access of or participation in this Activity or the distribution of cryptocurrency tokens would be contrary to, prohibited or restricted by any law or regulation, or which would subject any entity or person in the Group to any registration or licensing requirements;
(f) you are not located in, ordinarily resident in, or organized under the laws of any Embargoed Jurisdiction or any jurisdiction which is subject to Sanctions;
(g) you are not subject to any Sanctions;
(h) you are not owned or controlled, directly or indirectly, by any person that is subject to Sanctions, or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction or any jurisdiction which is subject to Sanctions;
(i) none of your officers, managers, directors, shareholders or authorized representatives is subject to Sanctions, or is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction or any jurisdiction which is subject to Sanctions, or is owned or controlled, directly or indirectly, by any person that is subject to Sanctions or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction or any jurisdiction which is subject to Sanctions; and
(j) you have not been previously suspended, prohibited or removed from using the Services.
You acknowledge and agree that you are solely responsible for complying with all applicable laws of the jurisdiction you are a resident of, or located in or accessing the Activity from, in connection with your access of and participation in this Activity. By accessing this Activity, you represent, warrant and undertake that you meet these requirements and will continue to meet these requirements. By accessing this Activity, you confirm that you are eligible to do so and that your access and use of this Activity and receipt and use of any digital assets (including the Tokens and digital assets you send as Gifts) through this Activity is in full compliance with all applicable laws and regulations. You further confirm that you are not currently subject to any sanctions or restrictions imposed by any governmental or regulatory authority, and that you meet the eligibility requirements as set out in this Activity. You agree to be solely responsible for any legal obligations arising from your access to, or participation in this Activity, or your receipt or use of any digital assets (including the Tokens and digital assets you send as Gifts) through this Activity, and for ensuring that your actions do not violate any laws or regulations.
Palio reserves the right to verify a Participant's identity and eligibility. In addition, Palio reserves the sole and absolute right to disqualify any person, proposed Participant or Participant which, in its opinion, is ineligible to access or participate in this Activity (be it under these Activity Terms or by having engaged in any conduct that Palio considers inappropriate, malicious, unfair, unlawful, unethical, harmful or unacceptable). In addition, if a Participant does not comply with these Activity Terms, Palio reserves the right to disqualify such Participant from the access to or participation in this Activity, and the Participant agrees that it shall have no recourse or claim against Palio and any other entity or person in the Group.
10. You agree and acknowledge that your participation in this Activity and receipt of the Tokens does not require any form of purchase, payment, or tangible consideration to or from us (in order for Gifts to qualify for this Activity as set out in clause 6, they must each hold only nominal market value and in any event, all Gifts submitted by a single wallet address to the Patoshi Wallet should not in the aggregate equal or exceed the Maximum Gift Value). You represent and warrant that you (a) may lawfully receive the Tokens for free via this Activity (save for any applicable taxes), (b) did not take any action, and did not refrain from taking any action, in expectation of, or in reliance on, receiving the Tokens, the occurrence of this Activity, or potential participation in this Activity.
There may be technical limitations and/or delays to receive Tokens through your wallet. You hereby agree and acknowledge that if due to technical issues, loss of access to a wallet, or for any other reason, you are unable to participate in this Activity or receive Tokens, or your participation in this Activity or receipt of the Tokens is delayed, you will have no recourse or claim against Palio and any other entity or person in the Group.
Palio reserves the right to amend the distribution method and timeline at its discretion.
You agree that you are the legal owner of the wallet(s) that you use to access or participate in this Activity and will not sell, assign, or transfer control of such wallet(s) or the Tokens to third parties to knowingly redistribute Tokens to a third party, directly or indirectly, that would violate these Activity Terms or any applicable law, rule or regulation if received by such party.
11. You acknowledge and agree that:
(a) the Tokens and digital assets you send as Gifts may have specific usage limitations and may not have any value, and even if they have any value, such value may fluctuate;
(b) no guarantees are provided to you regarding the future value of these Tokens and digital assets you send as Gifts;
(c) the Tokens are not stocks, shares, securities, commodities, investment contracts or any other financial instruments;
(d) these Activity Terms, the Group’s marketing and promotional materials relating to this Activity, as well as any information, projections or calculations which may be disclosed, provided or distributed by the Group under or in connection with this Activity, are not intended to and do not constitute: a prospectus; an offer document of any sort; an offer of securities of any form (including without limitation shares of a company, units in a trust, units in a collective investment scheme or any other form of investment); a solicitation for investment; an offer to sell any product, item, or asset (whether digital or otherwise); financial, investment, trading or legal advice; a solicitation or recommendation to purchase, invest in, trade or sell any digital asset (including the Digital Assets) or other product. Palio has the right, but not the obligation, to provide you with marketing and promotional materials relating to this Activity, and information, projections as well as calculations under or in connection with this Activity. In addition, the Group does not warrant, guarantee or confirm that such marketing and promotional materials, information, projections as well as calculations disclosed, provided and/or distributed by the Group is or will be accurate, complete or useful;
(e) the offer or distribution of the Tokens has not been registered with any government entity or regulatory authority; and
(f) the Tokens do not represent any share, stake, debt or security or other similar or analogous rights in Palio and any entity in its Group.
12. You represent, warrant and undertake that:
(a) you will comply with all applicable laws and regulations in relation to this Activity as well as the receipt and use of Tokens and digital assets you send as Gifts;
(b) all information provided by you to Palio is true, accurate, up-to-date, complete, and timely updated when changed; and
(c) you have a working knowledge of the operation, functionality, usage, storage, transmission mechanisms and other characteristics of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets, digital assets, as well as other related technology.
You further agree and acknowledge that (a) you are solely responsible and liable for all taxes due in connection with your access of and participation in this Activity, and your receipt and use of the Tokens and digital assets you send as Gifts; and (b) you should consult a tax advisor with respect to the tax treatment of the Tokens and digital assets you send as Gifts in your jurisdiction.
13. You shall not access or participate in this Activity except as expressly permitted in these Activity Terms. Without limiting the generality of the preceding sentence, you acknowledge and agree not to:
(a) access or participate in this Activity in a dishonest, unlawful, illegal, unethical, fraudulent, malicious or manipulative manner, or in any manner inconsistent with these Activity Terms or in any manner which Palio deems inappropriate;
(b) attempt to cheat or hack this Activity or the Tokens;
(c) violate applicable laws or regulations in any manner, or cause the Group to violate any law or regulation;
(d) infringe, misappropriate or violate any third party rights or proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets of Palio or any proprietary rights of other third parties;
(e) access or participate in this Activity for market manipulation of any sort, regardless of whether prohibited by law;
(f) attempt to access or participate in this Activity or connect to the networks of this Activity through unauthorised, unlawful or prohibited means;
(g) attempt to access or participate in this Activity or connect to the networks of this Activity for unauthorised, unlawful or prohibited means;
(h) engage in any activity that involves data mining, scraping or similar data gathering or data extraction methods of data, materials, content or information from this Activity;
(i) use any devices, software, virus or code to interfere with this Activity; or
(j) fake, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any information, materials or communications you provide to Palio.
14. You are strictly prohibited from engaging in Sybil farming or any other fraudulent or manipulative conduct to influence the outcome of this Activity. This includes, but is not limited to, the creation or use of multiple accounts, identities or profiles. You understand and accept that Palio has the right to investigate any potential violation of these Activity Terms, breach of applicable laws, rules or regulations, inappropriate conduct, or generally as may be required by Palio, and we may undertake any actions and measures as we deem appropriate for purposes of such investigations. You are required to fully and promptly cooperate with Palio for such investigations (including without limitation, by supplying accurate, up-to-date and complete information, materials and documentation requested by Palio at any time). Notwithstanding anything to the contrary under these Activity Terms or the Policies, if you are found, believed or reasonably suspected to have violated these Activity Terms and/or the Policies, breached applicable laws, rules or regulations, or engaged in inappropriate conduct (including without limitation fraudulent or manipulative conduct, cheating, or gaming, deceiving or attempting to game or deceive the Patoshi AI Engine through the use of special words or commands or through special methods in order to achieve a favourable outcome or otherwise), or such other conduct that is, in Palio’s opinion, contrary to the spirit and intention of this Activity, or are under investigation by Palio or a third party, Palio reserves all rights to take actions under relevant regulations or any other actions Palio deems appropriate without your consent or prior notice. This includes but is not limited to, suspending or terminating your right to access or participate in the Activity, disqualifying you, suspending or terminating any or all of your accounts, and withholding or cancelling any rewards available through this Activity. Without limitation of any other provision of these Activity Terms, Palio has no responsibility or liability for any losses or other injuries resulting from any such actions taken by Palio.
15. A Participant must ensure that any information provided to Palio is true, accurate, up-to-date, complete, and timely updated when changed. You further understand and accept that Palio has the right to require you to be subject to KYC procedures and to supply information, materials and documentation requested by Palio at any time. If Palio believes that any of the information you have provided is false, misleading, outdated or incomplete, including where proof of age is requested and satisfactory proof of age is not received, Palio reserves the right to disqualify you, withhold rewards from you (if any) and cancel such rewards, and/or terminate your access to or participation in the Activity, and you shall be fully liable for any loss or expense caused to Palio as a result of your access or participation. Additionally, your right to access or participate in the Activity may be terminated or suspended in certain circumstances, including but not limited to where it is reasonably believed that the Activity, the Tokens or the Gifts may not be allowed in certain jurisdictions or that you have breached any terms of these Activity Terms, including any representations and warranties, or for any or no reason as determined in Palio’s sole discretion. Without limitation of any other provision of these Activity Terms, Palio has no responsibility or liability for any losses or other injuries resulting from any such actions taken by Palio.
16. You are solely responsible for any content you post in a Participating Post and for ensuring your Participating Posts comply with these Activity Terms and all applicable laws. You acknowledge that we have no control over any such Participating Post. We do not verify the Participating Post, nor do we verify the accuracy, completeness, reliability or legality of the Participating Post and we do not accept any liability arising in any way from your Participating Post or your use of the Participating Post. You are solely responsible for your Participating Post, including any obligations in relation to its accuracy, quality, legality and compliance with these Activity Terms and the Policies. You assume all risks associated with your use of your Participating Post, including any potential copyright infringement claims from third parties, as well as your disclosure of your Participating Post, including any potential breach of personal data claims.
17. You acknowledge and agree not to (A) use Patoshi, the System or the Activity to generate, express, promote, create or produce any content which, (B) use, promote, publicize, publish, post, announce, upload, share, release or disclose any Participating Post which, or (C) promote, publicize, publish, post, announce, upload, share, release or disclose any content (whether on social media platforms or other public or private platforms) relating to, in connection with or referencing Patoshi, the System or the Activity (including the Participating Posts), where such content:
(a) contains (i) any content from any creative material of third parties; (ii) any depictions of or references to real people, locations, buildings and proprietary assets; (iii) any logos, trademarks, slogans, or other reference to any brand, business or entity, whether currently existing or defunct; or (iv) any other material that may be subject to the rights of a third party;
(b) infringes, misappropriates or otherwise violates the copyright, trademark, trade secret, patent, privacy, publicity, or other intellectual property rights, proprietary rights, property rights and legal rights of any other person or entity (including without limitation, portrait rights or moral rights);
(c) violates any applicable laws or regulations, or causes Palio or the Group or partners to violate any law or regulation;
(d) contains sensitive, deceptive, biased, provocative or controversial content, including without limitation, any content which contains, advocates or promotes hatred, prejudice, discrimination, bigotry, harm, whether in relation to race, religion, gender, culture, country, region, sexual orientation, identity, politics or otherwise;
(e) is deliberately designed to provoke or antagonize another or is bullying or trolling another;
(f) may harass, intimidate, threaten, harm, hurt, scare, distress, embarrass or upset another;
(g) facilitates, promotes, incites or glorifies violence or terrorist / extremism content;
(h) exploits, harms, attempts to exploit or harm, or has the ability to exploit or harm, minors, or exposes, attempts to expose, or has the ability to expose, minors to exploitative or harmful content;
(i) is designed to specifically appeal to or present a persona of any person under the age of 18;
(j) constitute, encourage or provide instructions for a criminal offence;
(k) impersonates or is designed to impersonate a celebrity, public figure or a real person;
(l) is harmful, hateful, illegal, unlawful, defamatory, discriminatory (such as without limitation, discriminating another based on race, gender, sexuality, religion, nationality, disability or age), abusive, slanderous, tortious, disparaging, violent, distressing, offensive, unethical, libelous, profane, vulgar, obscene, sexually explicit, pornographic, obscene, indecent, objectionable, incites racial or religious tension, or is otherwise inappropriate;
(m) contains any viruses, worms, Trojan horses, or other malicious code or material; or
(n) contains any personal data,
in each case, as determined by Palio in its sole discretion. For the avoidance of doubt, “System” (which is defined in the Terms of Service) as referred to under these Activity Terms includes the Patoshi AI Engine.
18. Notwithstanding anything under these Activity Terms and the Policies, you further acknowledge and agree that you may only access the Activity strictly in accordance with these Activity Terms. Save for the foregoing, you are not allowed to access or make any further use of the Activity for any purpose whatsoever.
19. You represent, warrant and undertake that:
(a) content in all of your Participating Posts (a) are not previously licensed, exhibited, sold, used, reproduced, performed, published, displayed, released, distributed, disclosed, commercialized, or exploited; (b) have not received any award or been submitted for other contests or projects; and (c) are not subject to any rights, title or interest of any third party;
(b) Palio shall (a) have the exclusive right to, and have the exclusive right (but not the obligation) to grant third parties the right to, use, exhibit, display, distribute, disclose, reproduce, copy, modify, alter, translate, publish, republish, lease, sublease, upload, sell, offer for sale, import, license, sublicense, transfer, transmit, loan, adapt, reformat, excerpt (in whole or in part), import, make derivative works based upon, perform, market, promote, commercialize and otherwise exploit your Participating Post, throughout the world and in perpetuity, without additional notification or compensation to you or any other third party, and without any permission or approval required from you or any other third party; and (b) unless prohibited by law, have the permission to use your name, nickname, in-game usernames, social media usernames, photo, likeness, voice, wallet address and biographical information in connection with your participation in this Activity as well as your Participating Post, without additional notification or compensation to you or any other third party, and without any permission or approval required from you or any other third party. For the avoidance of doubt, the above includes Palio having the right to use your Participating Post for the purposes of this Activity. You understand that nothing in these Activity Terms shall obligate Palio to use, exhibit, display, distribute, disclose, reproduce, copy, modify, alter, translate, publish, republish, lease, sublease, upload, sell, offer for sale, import, license, sublicense, transfer, transmit, loan, adapt, reformat, excerpt (in whole or in part), import, make derivative works based upon, perform, market, promote, commercialize or otherwise exploit your Participating Post in any way and you will not be entitled to any compensation in connection with your Participating Post in the event Palio elects to do any of the foregoing. Though Palio may elect (in its sole discretion) to give you credit for your Participating Post, nothing in these Activity Terms shall obligate Palio to do so; further, if Palio elects to give you such credit for your Participating Post, all characteristics of such credit shall be determined by Palio in its sole discretion. For the avoidance of doubt, any credit provided to you shall not be construed as granting you any rights, title and interest in and to any Participating Post, or acknowledging that you have any rights, title and interest in and to any Participating Post.
20. Without limitation to any prohibitions under these Activity Terms and the Policies, you also acknowledge and agree that you will not:
(a) violate, nor interfere with, damage, modify, or attack, the System;
(b) engage in activities that endanger the security of the Activity or the System, including without limitation:
(i) engage in illegal activities involving network intrusion, such as using unauthorized data or accessing unauthorized servers/accounts, forging TCP/IP packet names or partial names, or attempting to probe, scan, or test vulnerabilities in the software system or network without permission;
(ii) engage in activities that disrupt or damage the normal operation of the network, such as intentionally generating and spreading malicious programs or viruses; entering public computer networks or other people's computer systems without permission and deleting, modifying, adding stored information;
(iii) engage in activities to steal data (including network data), such as capturing, copying any content of the System or Activity, including but not limited to using any robots, spiders, or other automatic setups, setting mirrors;
(iv) reverse engineer, reverse assemble, reverse compile, decompile, disassemble, decode, duplicate, translate, or attempt to discover the source code, models, algorithms, and system source code or underlying components of the software, the System and Activity in any way; and
(v) engage in other activities that endanger the System or Activity; and
(c) access, participate in or use the Activity and System for the following improper purposes:
(i) any illegal purposes that violate laws, regulations or regulatory policies, or infringe on third party rights and interests;
(ii) seeking unjust benefits;
(iii) disrupting the normal order of the Activity and System;
(iv) any dangerous purposes that may have harmful impacts on physical health, mental health, psychology, society, or the economy, or violate ethics (including scientific and technological ethics);
(v) engaging in activities that infringe on intellectual property rights, trade secrets, and other violations of business ethics, or using algorithms, data, platforms, etc., to implement monopolistic and unfair competition behaviors;
(vi) copying, transferring, selling, offering for sale, leasing, lending, or sub-licensing the entire or part of the System or the Activity; and
(vii) other uses prohibited or restricted by laws and administrative regulations, or that may harm Palio, the Group, and Palio’s partner entities' interests.
21. You agree that Palio shall have the right in its sole discretion to request for any content relating to, in connection with or referencing Patoshi, the System or the Activity which have been announced, posted, published, uploaded, shared and/or released by you (whether on social media platforms or otherwise, including without limitation the Participating Post) to be deleted, moved, limited or otherwise removed from public and private circulation at any point of time. You represent, warrant and undertake that you shall ensure the announced, posted, published, uploaded, shared and/or released content is promptly deleted, moved, limited or otherwise removed from public and private circulation following Palio’s request of the same. You agree that Palio’s rights in this clause 21 shall survive any termination or expiry of these Activity Terms.
22. You expressly represent, warrant and undertake that:
(a) you are not using this Activity for or in connection with money laundering, terrorist financing, tax evasion or other illicit financial activity, or in any way in connection with the violation of any law, rule or regulation that applies to you or to us, including any sanctions programs;
(b) Gifts submitted by you under this Activity are not the direct or indirect proceeds of, sourced from, and/or related to, any criminal or fraudulent activity, including money laundering, terrorism or tax evasion;
(c) Gifts submitted by you under this Activity are given freely and voluntarily, without any expectation of receiving a favourable score or any other form of benefit, remuneration or compensation in return, and has nominal market value. You are solely responsible for ensuring that the Gifts have nominal market value and are less than the Maximum Gift Value; and
(d) all Hashes in your Participating Posts are in respect of transactions actually carried out by you from wallet addresses you both legally and beneficially own.
23. Notwithstanding anything to the contrary under these Activity Terms, you expressly agree and acknowledge as follows:
● The provision of any Tokens is at the sole discretion of Palio, and Palio reserves the right to withhold, cancel, vary or modify the distribution of Tokens at any time, without requiring prior notice to and approval from, you.
● You do not have any right to request for receipt of Tokens or other rewards through this Activity.
● In the event Tokens are not distributed to you through this Activity for any reason or for no reason, or where Palio subsequently in its sole discretion decides to withhold, cancel, vary or modify the distribution of Tokens initially offered to you through this Activity, you agree that you shall have no recourse or claim against Palio and any other entity or person in the Group.
● Allowing you to receive any Tokens during any period for receipt as determined by Palio shall not be taken to confer upon you a right to receive Tokens. Your participation in this Activity does not guarantee that you will be able to receive any Tokens.
● All assets sent to the Patoshi Wallet are non-refundable, even if transferred erroneously. You are solely responsible for ensuring that any transfers made to the Patoshi Wallet are conducted accurately and in accordance with these Activity Terms and applicable laws, rules and regulations.
● The gifting mechanism in this Activity is not intended to be revenue-generating, and is implemented solely to foster engagement within the context of this Activity. It does not constitute a request or solicitation for gifts of any value.
● You are solely responsible for any Gifts you send to the Patoshi Wallet and for ensuring that your Gifts comply with these Activity Terms and all applicable laws. You acknowledge that we have no control over any such Gift sent by you. We do not verify the legality of the Gift and we do not accept any liability arising in any way from your Gift or your use of the digital asset(s) you send as a Gift. You are solely responsible for your Gift, including any obligations in relation to its legality and compliance with these Activity Terms and the Policies. You assume all risks associated with your use of your Gift.
To the maximum extent permitted by applicable law:
● this Activity and the Tokens are provided on an "as is" and "as available" basis, and Palio makes no representations or warranties of any kind, whether express, implied or statutory, including without limitation, any implied warranties of title, merchantability, fitness for a particular purpose, non-infringement, merit, legality or nature of this Activity and the Tokens (including without limitation whether the Token is considered a security or financial instrument under any applicable law or regulation);
● Palio makes no representations or warranties of any kind, whether express, implied or statutory, that you will be able to access or participate in this Activity, or that your access to or participation in this Activity will be continuous, timely, secure, uninterrupted or error-free, be free of defects, software bugs, viruses, malicious codes or other harmful components, will meet your requirements, or be fit for your particular purpose;
● Palio makes no representations or warranties of any kind with regard to the accuracy, correctness or reliability of the materials and information in relation to this Activity, your access or use of this Activity, the Tokens or the Gifts. You hereby acknowledge and agree that you have not relied upon any statement or expression made by any entity or person in the Group, whether written, oral or in some other form, with respect to this Activity, your access of or participation in this Activity, and the receipt and use of any digital assets (including the Tokens and digital assets you send as Gifts);
● you agree that Palio does not guarantee that any Tokens will be distributed to you pursuant to this Activity, and that any information communicated by Palio in respect of the amount of Tokens that will be rewarded from this Activity are estimates only. Any reliance on these estimates for decision-making is made at your sole risk, and no responsibility in connection with any inaccuracy of these estimates will be borne by Palio or any other entity or person in the Group.
To the maximum extent permitted by applicable law, each entity and person in the Group, and the respective suppliers and contractors of each entity in the Group, hereby expressly disclaims its liability to you or to any third party, whether arising from contract, tort (including negligence) or otherwise, arising out of or relating to:
● any termination, postponement, suspension, abortion or modification of this Activity. You acknowledge and agree that Palio may terminate, postpone, suspend, abort or modify this Activity (including without limitation the duration of the Activity, the Activity Start Time, the Activity End Time, and the duration of each Selection Round) at any time in its sole discretion;
● any failure, malfunction, interruption, virus, bug, code, error, defect, vulnerability, or flaw in relation to or affecting this Activity, your access or use of this Activity, the Gifts, the Tokens, the operations of Palio, or any other technology associated with the foregoing, due to any reason, including without limitation external cyber-attacks, unauthorized access or activities by third parties, or internal vulnerabilities, defects and flaws in programming or source code, regardless of when such failure, malfunction, breakdown, or disruption occurs;
● any prohibition, limitation, restriction or regulation, or changes in prohibition, limitation, restriction or regulation, by any governmental or regulatory authority in any applicable jurisdiction, in relation to or in connection with this Activity, your access of or participation in this Activity, the Gifts, or the Tokens;
● any prohibitions, modifications, limitations or restrictions made by Palio in relation to this Activity, your access of or participation in this Activity, the Gifts, or the Tokens, if this Activity, your access of or participation in this Activity, the Gifts or the Tokens become commercially undesirable (in Palio’s opinion) or legally prohibited;
● any loss or destruction of credentials, passwords or private keys to your wallets;
● any losses, damages, claims, costs, expenses or liabilities you might incur as a result of your use of the blockchain network or your wallets, including, but not limited to, any losses, damages, claims, costs, expenses or liabilities arising from: (a) user error, such as forgotten passwords, credentials or private keys; (b) server failure or data loss; (c) corrupted wallets; (d) damage to your property (including without limitation, your computer system and other devices, as well as your digital assets) or loss of data that results from your access of or participation in this Activity, or receipt or use of any digital assets (including the Tokens and digital assets you send as Gifts);
● your access of or inability to access this Activity;
● any delay or failure to disclose information regarding this Activity;
● any change in the information relating to this Activity, your access of or participation in this Activity, the Tokens, and these Activity Terms;
● any risks associated with your access of or participation in this Activity, and/or your receipt or use of any digital assets (including the Tokens and digital assets you send as Gifts); and
● all other risks, whether direct, indirect or incidental, in relation to this Activity, your access of or participation in this Activity, and/or your receipt and use of any digital assets (including the Tokens and digital assets you send as Gifts) which are not expressly mentioned in these Activity Terms.
Please note that the Group does not receive or store your wallet password, or its private keys. We cannot assist you with password or private key retrievals. You are solely responsible for remembering, storing and keeping secret your password and private keys.
THIS CLAUSE 23 WILL SURVIVE ANY TERMINATION OF THESE ACTIVITY TERMS.
24. Indemnification
(a) You agree that the Group’s liability, if any, is limited to the maximum extent permissible in your country of residence.
(b) To the maximum extent permitted by applicable law and without prejudice to clause 24(d) below, the Group shall not be liable for any claims, fines, judgments, settlements, fees, costs, losses, liabilities, expenses or damages (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs, and all other professional costs and expenses), however arising or suffered, as a result of or in connection with this Activity or the System, your access or use of this Activity or the System, the digital assets you send as Gifts, or the Tokens, or the materials and information made available to you in relation to this Activity, your access or use of this Activity or the System, the digital assets you send as Gifts or the Tokens.
(c) This clause 24 will apply to any liability on the part of the Group, whether arising from contract, tort (including negligence) or otherwise, and even if the relevant person or entity in the Group has been advised of the possibility of such damage, and notwithstanding the failure of any agreed or other remedy of its essential purpose. To the extent the foregoing exclusion of liability is not permitted under applicable law, liability of the relevant person or entity in the Group in such a case will be limited to the greatest extent permitted by applicable law.
(d) To the maximum extent permitted by applicable law and without limitation to any indemnification under the Policies, you shall indemnify, release and hold harmless the Group and each Group entity’s shareholders, members, directors, officers, employees, attorneys, agents, representatives, partners, service providers, contractors, subcontractors, successors and assigns (collectively, the “Indemnitees”) from and against any and all claims, losses, damages, fines, judgments, settlements, expenses, costs, fees and liabilities (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Indemnitees (which for the avoidance of doubt, includes Palio) arising out of, or in connection with, (A) your negligence, willful misconduct, fraud, or breach or alleged breach of these Activity Terms; (B) your access of, use of or participation in this Activity; (C) your breach or alleged breach of third party rights (including without limitation any copyright, trademark or other intellectual property rights or privacy rights); (D) your access or use of the System; and (E) your Participating Post, our use or disclosure of your Participating Post, and your use or disclosure of the Participating Post. You further agree to indemnify, release and hold harmless the Indemnitees from and against any and all claims, losses, fees, fines, judgments, settlements, expenses, costs or damages incurred by you or by any other party in relation to this Activity, your access of or participation in this Activity, and your receipt or use of any digital assets (including the Tokens and digital assets you send as Gifts) in relation to this Activity. Palio reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this clause, and you agree to cooperate with any reasonable requests assisting Palio’s defense of such matter. You may not settle or compromise any claim against any member of the Group without Palio’s prior written consent.
(e) This clause 24 will apply to you to the greatest extent permitted by applicable law. This clause 24 will survive any termination or expiry of these Activity Terms.
25. The provision of any information, materials and/or data by the Group or through this Activity does not constitute an invitation, offer, solicitation, opinion, recommendation, or endorsement by the Group to invest, buy, sell or trade in any digital assets (including the Tokens or digital assets sent as Gifts) or cryptocurrencies. All such information, materials and/or data is provided purely for informational purposes and you should not construe them as investment, legal, tax or financial advice.
You agree and understand that all access of and participation in this Activity is considered unsolicited, which means that you have not received any investment, legal, tax or financial advice from the Group in connection with any such access or participation, and that the Group does not conduct a suitability review of any such access or participation.
Palio may, at our sole discretion, provide you with calculations and projections in connection with this Activity. You agree and understand that any such projection or calculation provided by us is purely an estimate and Palio does not guarantee or confirm that the calculation or projection is or will be accurate. In addition, Palio does not guarantee that you will receive any calculation or projection. In particular, where such calculation or projection pertains to rewards, you understand that such calculation or projection provided by Palio is purely an estimation of the rewards you may get and is in no way a guarantee or confirmation that you will actually receive rewards or such amount of rewards. ANY CALCULATION AND PROJECTION IS FOR INFORMATION PURPOSES ONLY AND IS NOT, NOR IS IT INTENDED TO BE, FINANCIAL, INVESTMENT, TRADING OR LEGAL ADVICE. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS OR USEFULNESS OF SUCH INFORMATION, AND SUCH INFORMATION IS NOT A SOLICITATION OR RECOMMENDATION TO PURCHASE, INVEST IN, TRADE, OR SELL ANY DIGITAL ASSET OR OTHER PRODUCT.
Nothing contained herein shall constitute an invitation, offer, solicitation, recommendation, or endorsement by the Group to invest, buy, sell or trade in any digital assets or cryptocurrencies. Investing or trading in cryptocurrencies and digital assets involves a high degree of risk. Kindly seek professional advice before making any financial, investment or trading decisions.
26. You may not enter this Activity if you are:
(a) an employee of any member of the Group;
(b) an agent or supplier of Palio or any member of the Group, who are professionally connected with this Activity or its administration; or
(c) a member of the immediate family or household of those individuals set out in clauses 26(a) or 26(b) above.
27. By participating in this Activity, you confirm that you are eligible to do so and that your participation and receipt of Tokens under this Activity (if any) is in full compliance with all applicable laws and regulations in your jurisdiction of residence. You further confirm that you are not currently subject to any sanctions or restrictions imposed by any governmental or regulatory authority. You agree to be solely responsible for any legal obligations arising from your participation in, or receipt of any Tokens from this Activity, and for ensuring that your actions do not violate any laws or regulations.
28. Further to the Policies, you agree and acknowledge that your personal data may be collected, processed, stored, disclosed or otherwise used by us or may be shared with other partner entities (if applicable) for the purposes of organising, running, administering, facilitating and monitoring this Activity, and for the purpose of improving our and their services. In particular, by accessing or participating in this Activity, you expressly acknowledge and agree that your wallet addresses may be publicly or privately disclosed or shared by us at our sole discretion. You acknowledge and agree that your personal data may be collected, processed, stored, disclosed or otherwise used by other partner entities.
29. Palio reserves the right to vary these Activity Terms without notice to you. It is your responsibility to check these Activity Terms regularly for updates, including before accessing or participating in this Activity. By continuing to access or participate in this Activity after those revisions become effective, you agree to be bound by these Activity Terms as may be revised from time to time. In the event of any inconsistency between these Activity Terms and any marketing or promotional materials relating to the Activity, these Activity Terms shall prevail.
30. All provisions of these Activity Terms which are expressly stated to survive termination or which by their nature are intended to survive termination shall survive termination, including without limitation, provisions in relation to indemnity, disclaimers and limitations of liability.
31. Save for the Group and the Indemnitees, no third party shall have any rights to enforce any terms contained herein.
32. Palio may use certain third-party services in connection with this Activity. Additionally, you may be required to utilize third party products or services (e.g., a third-party provided wallet, network, or blockchain) that Palio does not control and/or is not affiliated with in connection with your access of or participation in this Activity. To the extent permitted by applicable law and except as otherwise expressly agreed by Palio in writing, Palio is not responsible for their product or services or any underlying logic, decisioning or code underlying the provision of their products or services used in connection with this Activity. You acknowledge and agree that the Group is not liable, and you shall not seek to hold the Group liable, for such third-party products and services, including without limitation your inability to access or participate in, or a delay in accessing or participating in, this Activity in the event that such third party products and services are unavailable or if they fail for any reason. You are solely responsible and liable for your access to and use of such third party products and services.
33. Notwithstanding anything to the contrary under these Activity Terms or the Policies, Palio reserves the right to cancel, terminate, amend, vary, add to, halt or suspend this Activity or any part thereof (including without limitation, amending the duration, rules, mechanisms, rewards (including type and amount of rewards), and rewards calculation of this Activity from time to time) in its sole discretion.
34. You agree that any and all rights of interpretation and explanation of these Activity Terms are exclusively reserved by Palio.
35. The governing law and dispute resolution provisions under Palio’s Terms of Service shall apply (which include without limitation and for the avoidance of doubt, provisions concerning dispute resolution for users from specific countries, the bringing of claims in an individual capacity, non-individual relief, and restrictions on class, consolidated and representative proceedings).
36. Palio’s failure to enforce any clause in these Activity Terms or exercise any right or remedy provided under these Activity Terms or by law or in equity will not be deemed a waiver of that or any other right, remedy or clause.
37. If any clause, or part thereof, of these Activity Terms is held to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining portion of the clause and the remainder of these Activity Terms shall, to the fullest extent possible, not be affected, and any clause or part thereof found to be illegal, invalid or unenforceable shall be deemed amended in a manner so as to give effect, to the fullest extent possible whilst remaining legal, valid and enforceable, to the intentions behind such clause or part thereof.
CLOSED BETA TEST TERMS
Last updated: 16 January 2025
Thank you for your interest in participating in the closed beta test (the “Closed Beta”) for Palio: Craft & Trade (the “Game”), offered by Palio (“Palio”, “us”, “our” or “we”). These Closed Beta Test Terms (“Terms”) apply to your participation in the Closed Beta.
Please read the following Terms carefully, if you wish to participate in the Closed Beta. BY PARTICIPATING IN THE CLOSED BETA, YOU ACKNOWLEDGE THAT YOU HAVE FULLY READ, UNDERSTOOD AND AGREED TO THESE TERMS, AND FURTHER THAT YOU HAVE FULLY READ, UNDERSTOOD AND AGREED TO OUR TERMS OF SERVICE AT https://www.palio.ai/docs/Palio_Terms_of_Service.html (“TERMS OF SERVICE”) AND PRIVACY POLICY AT https://www.palio.ai/docs/Palio_Privacy_Policy.html (“PRIVACY POLICY”), AS AMENDED FROM TIME TO TIME, BEFORE PARTICIPATING IN THIS CLOSED BETA, OR ACCESSING OR USING THE GAME / ANY PALIO MATERIALS / CONFIDENTIAL INFORMATION. THE TERMS OF SERVICE AND PRIVACY POLICY ARE HEREBY INCORPORATED BY REFERENCE IN THESE TERMS.
ACCESSING OR USING THE GAME, ANY PALIO MATERIALS AND/OR CONFIDENTIAL INFORMATION INDICATES YOUR AGREEMENT TO PARTICIPATE, AND YOUR PARTICIPATION IN, THE CLOSED BETA, AS WELL AS YOUR ACCEPTANCE OF THESE TERMS, AND ESTABLISHES A BINDING AND EXECUTED WRITTEN AGREEMENT BETWEEN YOU AND PALIO (“AGREEMENT”). IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE GAME, ANY PALIO MATERIALS OR CONFIDENTIAL INFORMATION.
1. Eligibility and Application
1.1 The Closed Beta will commence on 16 January 2025 at 00:00 UTC and end on 24 January 2025 at 00:00 UTC (“Closed Beta Period”). Notwithstanding the foregoing, we may modify the start and/or end date(s) and time(s) of the Closed Beta Period at our sole discretion, at any time, for any or no reason, and without notice, and we shall have no liability whatsoever to you in the event we elect to do the foregoing.
1.2 By participating in the Closed Beta, you agree that you are at least 18 years of age (or age of majority otherwise determined in your country of residency, if the age of majority in your country of residency is older than 18 years old).
1.3 The Closed Beta and Game are not intended for distribution, access or use by any person or entity in China, United States and Belgium or in any jurisdiction where such distribution, access or use would be contrary to, prohibited, restricted or taxed by any law or regulation, or which would subject us to any registration or licensing requirements, or any jurisdiction that is subject to a comprehensive U.S. Government embargo (“Embargoed Jurisdiction”) or sanctions administered by an agency of the U.S. Government, any other government, or the United Nations (collectively, “Sanctions”). Accordingly, you are solely responsible for compliance with all applicable laws when you participate in the Closed Beta, or access and/or use the Game.
1.4 Without limiting the foregoing, by participating in the Closed Beta or accessing or using the Game, you represent and warrant that: (a) you are not located in, ordinarily resident in, or organized under the laws of any Embargoed Jurisdiction or any jurisdiction which is subject to Sanctions; (b) you are not subject to any Sanctions; (c) you are not owned or controlled, directly or indirectly, by any person that is subject to Sanctions, or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; (d) none of your officers, managers, directors, shareholders or authorized representatives is subject to Sanctions, or is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction, or is owned or controlled, directly or indirectly, by any person that is subject to Sanctions or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction. You further covenant that the foregoing shall be true during the entire period of this agreement. If you participate in the Closed Beta or access or use the Game, you are solely responsible for ensuring that your participation in the Closed Beta or access or use the Game in such country, territory or jurisdiction does not violate any applicable laws. You further covenant that the foregoing shall be true during the entire period of these Terms.
1.5 These Terms apply to your participation in the Closed Beta. You shall comply with these Terms and all other additional guidelines, terms, rules and instructions as issued and/or amended by us from time to time while participating in the Closed Beta and in any online activities related to or arising out of the Closed Beta.
2. Term and Termination
2.1 These Terms shall be effective as of the date you accept these Terms in the manner described herein and shall continue to be in effect until the end of the Closed Beta, our termination or cancellation of the Closed Beta, or our termination of this Agreement with you, whichever is earlier.
2.2 We may terminate this Agreement with you and/or terminate or cancel the Closed Beta at any time, for any or no reason, and without notice, and we shall have no liability whatsoever to you in the event we elect to terminate this Agreement with you and/or terminate or cancel the Closed Beta.
2.3 Upon the end of the Closed Beta, our termination or cancellation of the Closed Beta, or our termination of this Agreement with you, you shall immediately cease all use of the Game, any other Palio Materials, and Confidential Information, and shall promptly return to us all such documents, information and materials in your possession or control. If you have downloaded the Palio Materials and/or Confidential Information, copies of such Palio Materials and/or Confidential Information must be permanently deleted from your computer and system cache.
2.4 Notwithstanding anything else to the contrary in these Terms, all provisions of these Terms which are expressly stated to survive termination or expiry or which by their nature are intended to survive termination or expiry shall survive termination or expiry, including without limitation, clauses 3, 4, 5, 6, 7 and 9.
3. General Roles and Responsibilities
3.1 You are invited as a tester (“Tester”) under the Closed Beta to provide Feedback and help improve the Game by reporting any issues you encounter or discover during the Closed Beta (“Purpose”).
3.2 You agree that you will participate responsibly in the Closed Beta, and that you will be solely responsible and liable for any damages, costs, or expenses incurred by others or us arising directly or indirectly from your participation in the Closed Beta.
3.3 You further understand and agree that:
3.3.1 the Game, test links to the Game, and any early access codes and other materials, data or information supplied to you by us (the Game, test links to the Game, and any early access codes and other materials, data or information supplied or made available to you by us shall collectively be referred to as “Palio Materials”) shall only be used for the Purpose. Any other use is strictly prohibited;
3.3.2 you shall not disclose nor allow any other third party to use the early access code and accompanying password(s) in relation to the Game provided by us to you. You shall be responsible and liable for any losses, damages and costs that arise, directly or indirectly, from the use of your early access code and password(s) by a third party, whether or not such information was made available to such third party intentionally or inadvertently;
3.3.3 you shall use your best efforts to prevent any damage to the Palio Materials and Confidential Information, and shall be solely responsible in the event of any damage caused by you to the Palio Materials and Confidential Information;
3.3.4 you shall be responsible for providing and paying for all expenses that may be necessary for your participation in the Closed Beta, including without limitation, fees for internet access;
3.3.5 you will not be paid for participating in this Closed Beta;
3.3.6 after the Closed Beta is over, your account information, progress, and any in-game items and rewards earned during the Closed Beta will not be carried over to the official version of the Game. Palio may elect (in its sole discretion) to provide rewards for your completion of certain in-Game activities during this Closed Beta. However, such rewards may or may not be made usable in the official version of the Game, and nothing in these Terms or elsewhere (including without limitation, Palio’s social media communications published from time to time) shall obligate Palio to provide such rewards. If Palio elects to provide such rewards, all characteristics, nature and usage of such rewards shall be determined by Palio in its sole discretion, and Palio further reserves the right in its sole discretion to modify or discontinue any rewards at any time without notice to you;
3.3.7 you may only access the Game in safe places and in compliance with applicable law, rules, and regulations. Please ensure that you take appropriate precautions prior to and while accessing and using the Game.
4. Prohibited Conduct
4.1 You acknowledge and agree that you will not:
4.1.1 bypass or ignore instructions that control or restrict access to the Closed Beta and/or Game;
4.1.2 participate in the Closed Beta for purposes inconsistent with these Terms or any other instructions or as part of any effort to compete with us;
4.1.3 breach any term, condition, rule, guideline or obligation set forth in these Terms and/or other additional guidelines, terms, rules and instructions issued by us in relation to the Closed Beta;
4.1.4 cause harm or damage to our and our affiliates’ credibility or reputation;
4.1.5 assign, lease or transfer, directly or indirectly, to another person all or part of the rights that you have as a Tester;
4.1.6 collect personal information of third parties by fraudulent means through the Closed Beta;
4.1.7 test the Closed Beta in a public place without obtaining prior written consent from us;
4.1.8 edit, alter, delete or redistribute any information belonging to us or other parties, or acquired by us, in connection with the Closed Beta or the Game (including without limitation, the Palio Materials, Confidential Information, Feedback and Tester Data);
4.1.9 supply us with falsified, misleading and/or inaccurate information;
4.1.10 embed, upload or transmit (or attempt to embed, upload or to transmit) material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any other Tester’s use and enjoyment of the Game, or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Game;
4.1.11 use, exhibit, display, distribute, disclose, reproduce, copy, modify, alter, translate, publish, republish, lease, license, sublicense, upload, post, transfer, transmit, loan, sell, offer for sale, import, make derivative works based upon, perform, market, commercialize and otherwise exploit the Palio Materials and/or Confidential Information, where such action has not been expressly authorized under these Terms;
4.1.12 access and/or use the Closed Beta / Palio Materials / Confidential Information or data collected from the Closed Beta / Palio Materials / Confidential Information for the purposes of or in connection with any commercial activity, sales activity, marketing activity, or for the purpose of profiting;
4.1.13 access and/or use the Closed Beta / Palio Materials / Confidential Information in any way which violates any law or regulation that applies to you or to us, or in connection with the violation of any law or regulation that applies to you or to us;
4.1.14 access the Closed Beta / Palio Materials / Confidential Information, directly or indirectly, for, on behalf of, or for the benefit of, (a) any natural or legal person that is the subject of Sanctions; (b) any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction or any jurisdiction which is the subject of Sanctions; (c) any legal person owned or controlled, directly or indirectly, by any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; or (d) any legal person owned or controlled, directly or indirectly, by any natural or legal person that is the subject of Sanctions;
4.1.15 harass, discriminate, slander, torment, intimidate, pester, obstruct, or take advantage of, or in any way hurt or damage, other Testers;
4.1.16 access the Closed Beta / Palio Materials / Confidential Information for any illegal or unauthorized purpose;
4.1.17 access the Closed Beta / Palio Materials / Confidential Information to seek to copy, replicate or recreate copyrighted images or content in breach of applicable laws;
4.1.18 access the Closed Beta in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Closed Beta;
4.1.19 engage in fraudulent or manipulative conduct, or such other conduct that is, in our opinion, inappropriate, harmful, or contrary to the spirit and intention of the Closed Beta; and
4.1.20 engage in any other conduct prohibited under the Terms of Service.
4.2 You will comply with any and all demands by us to cease engaging in any conduct prohibited under these Terms.
4.3 Without limiting any other rights or remedies that we may have pursuant to these Terms or under any applicable law, we reserve all rights to suspend and/or terminate your participation in the Closed Beta, for any or no reason, and without notice.
4.4 We further reserve all rights to take any other actions we deem appropriate, in the event you are found, believed or reasonably suspected to have engaged, in our opinion, in any prohibited conduct herein, or to have breached any provisions in these Terms.
4.5 You agree that you will compensate us for any and all damages, costs, or other expenses incurred by us or third parties, whether directly or indirectly, as a result of you engaging in conduct prohibited under these Terms.
5. Intellectual Property Rights
5.1 You acknowledge and agree that (i) any suggestions, ideas, comments, opinions or feedback you provide to us relating to, arising out of, or in connection with the Game or the Closed Beta (collectively, “Feedback”), as well as (ii) any and all data, information and other content generated by your participation in the Closed Beta (including information and data supplied by you through your access and use of the Game and related services) (“Tester Data”), will become our sole and exclusive property. To the extent that the above does not apply, you hereby irrevocably convey, transfer and assign, and agree to convey, transfer and assign, to us, all of your right, title and interest in and to any and all Feedback and Tester Data, including all intellectual property rights therein, throughout the world and in perpetuity. In furtherance of the foregoing, you agree to execute all documents and take all actions which may be necessary or requested by us at any point in time (including beyond the termination or expiry of these Terms) to give effect to the foregoing at no cost to us. In the event you fail to, for any reason whatsoever, execute or deliver any such documents or take such actions reasonably promptly so as to give effect to the foregoing, then to the fullest extent permitted by applicable law, we are hereby authorized and irrevocably appointed as attorney-in-fact of and for you, to make, execute and deliver any and all such documents and take all such actions which may be necessary or reasonable to give effect to the foregoing. To the extent that such conveyance, transfer and assignment of all right, title and interest in and to the Feedback and Tester Data and all intellectual property rights therein, worldwide and in perpetuity, to us cannot be undertaken under applicable law, then to the fullest extent permitted by applicable law, you agree that you shall waive, or if a waiver is not legally permissible, you shall not assert any rights against us or our sublicensees, successors or permitted assignees with regard to our, our sublicensees’, our successors’ or permitted assignees’, use, exhibition, display, distribution, disclosure, reproduction, copy, modification, alteration, translation, publication, republication, leasing, licensing, sublicensing, uploading, posting, transfer, transmission, loan, sale, offer for sale, importation, making of derivative works based upon, performance, marketing, commercialization and exploitation of such Feedback and Tester Data, and you shall not grant any third party any license in relation to your Feedback and Tester Data without our prior written consent.
5.2 Subject to the terms and conditions set forth in these Terms, you are hereby granted a limited, personal, revocable, non‑exclusive, non‑sublicensable, non‑transferable license, during the term of the Closed Beta, to use the Palio Materials as supplied to you by us, solely for the Purpose.
5.3 As between us and you, we shall retain all right, title, and interest in and to the Palio Materials and Confidential Information, including all intellectual property rights therein, and any and all authorized or unauthorized derivative works thereof, including, but not limited to, the Feedback and Tester Data.
5.4 You acknowledge and agree that you shall not have any right to transfer, loan, sell, lease, reproduce, create derivative works of, or otherwise make available to a third party, or consent to transfer, loan, sell, lease, reproduce, create derivative works of, or otherwise make available to a third party, any Palio Materials, Confidential Information, Feedback and Tester Data.
5.5 You shall not have any rights with respect to the Palio Materials and Confidential Information other than those express limited rights specifically set forth in these Terms. Nothing in these Terms shall be construed as granting you any rights, title and interest in and to any Palio Materials and any Confidential Information, expressly or by implication, except the express limited rights specifically set forth herein.
6. Confidential Information
6.1 You agree that you shall not disclose to any third party any confidential, non-public information, of any nature and in any form, made available by Palio to you, through whatever means (whether through any exclusive communication channels specifically set up for purposes of, in relation to, or in connection with the Closed Beta, or through other means), including without limitation information concerning the Game and other Palio Materials, the content, specifications, technology or defects of the Game which may be made known to, obtained and/or discovered by you through the Closed Beta, as well as any knowledge, surveys, documents, news, materials, messages and conversations made available to you in connection with the Closed Beta (“Confidential Information”), except where we expressly permit such disclosure in writing and in such situations where we expressly permit the disclosure in writing, you may only disclose such Confidential Information in accordance with any terms set forth by us.
6.2 The Confidential Information shall only be used by you strictly for the Purpose. No part of the Confidential Information may be used, exhibited, distributed, disclosed, reproduced, copied, modified, altered, translated, published, republished, leased, licensed, sublicensed, uploaded, posted, transferred, transmitted, loaned, sold, offered for sale, imported, used to make derivative works, performed, marketed, commercialized or otherwise exploited by you in any manner not expressly authorized under these Terms, and you further undertake to not permit any of the foregoing. Releasing and/or disclosing information, materials, reviews, screenshots, recordings, podcasts, video footage, and/or live streaming of the Closed Beta content is expressly prohibited.
6.3 This clause 6 shall survive the termination or expiration of these Terms.
7. Disclaimer, Limitations on Liability and Indemnification
7.1 WE DO NOT GUARANTEE THAT THE GAME AND CLOSED BETA WILL BE AVAILABLE AT ALL TIMES, IN ALL LOCATIONS, OR AT ANY GIVEN TIME OR THAT WE WILL CONTINUE TO OFFER THE GAME AND CLOSED BETA FOR A PARTICULAR LENGTH OF TIME (SUCH AS, FOR INSTANCE, THE CLOSED BETA PERIOD HIGHLIGHTED ABOVE). THE CLOSED BETA AND GAME (INCLUDING ANY OUTPUT FROM THE GAME) ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS” BASIS AND EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, WE MAKE NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE CLOSED BETA AND GAME (INCLUDING ANY OUTPUT FROM THE GAME), AND SPECIFICALLY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, IN RELATION TO THE FOREGOING. WE DO NOT WARRANT THAT THE CLOSED BETA AND GAME (INCLUDING ANY OUTPUT FROM THE GAME) WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE, BE FREE OF DEFECTS, SOFTWARE BUGS, VIRUSES OR OTHER HARMFUL COMPONENTS, WILL PROVIDE ACCURATE, RELIABLE AND COMPLETE RESULTS OR BE FIT FOR YOUR PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS OR USE OF THE CLOSED BETA AND GAME (INCLUDING ANY OUTPUT FROM THE GAME) IS DONE AT YOUR SOLE DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING WITHOUT LIMITATION, YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE ACCESS OR USE OF THE CLOSED BETA AND GAME (INCLUDING ANY OUTPUT FROM THE GAME). NEITHER PALIO NOR ANY OF ITS PARENTS, AFFILIATES, RELATED LEGAL ENTITIES, OR ITS OR THEIR RESPECTIVE SHAREHOLDERS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, PARTNERS, SERVICE PROVIDERS, LICENSORS, AND LICENSEES (COLLECTIVELY, “RELEASED PARTIES”) WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO YOUR PARTICIPATION IN THE CLOSED BETA AND/OR ACCESS OR USE OF THE GAME (INCLUDING ANY OUTPUT FROM THE GAME).
7.2 WE DO NOT REPRESENT OR WARRANT THAT THE CLOSED BETA AND/OR GAME (INCLUDING ANY OUTPUT FROM THE GAME) DOES NOT INCORPORATE, INFRINGE, MISAPPROPRIATE OR OTHERWISE VIOLATE THE INTELLECTUAL PROPERTY RIGHTS, PROPRIETARY RIGHTS OR LEGAL RIGHTS OF ANY OTHER PERSON OR ENTITY. YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR ACCESS AND USE OF THE CLOSED BETA AND GAME (INCLUDING ANY OUTPUT FROM THE GAME).
7.3 UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO PALIO’S NEGLIGENCE, WILL RELEASED PARTIES BE LIABLE FOR ANY CLAIMS, COSTS, LOSSES, LIABILITIES, EXPENSES OR DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, LOSS OF PROFIT, LOSS OF REPUTATION AND ALL INTEREST, PENALTIES AND LEGAL COSTS, AND ALL OTHER PROFESSIONAL COSTS AND EXPENSES), HOWSOEVER ARISING OR SUFFERED, RELATED TO (A) THE ACCESS OR USE OF, (B) THE INABILITY TO ACCESS OR USE, OR (C) ERRORS OR OMISSIONS IN THE CONTENTS AND FUNCTIONS OF, THE CLOSED BETA AND THE GAME (INCLUDING ANY OUTPUT FROM THE GAME), EVEN IF PALIO OR AN AUTHORISED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.4 SOME JURISDICTIONS DO NOT ALLOW THE ABOVE LIMITATION OR EXCLUSION, AND ACCORDINGLY THE FOREGOING LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, THE RELEASED PARTIES’ TOTAL LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, INCLUDING LIABILITY FOR ANY LOSSES, COSTS, EXPENSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE CLOSED BETA, GAME AND THESE TERMS SHALL NOT EXCEED (IN AGGREGATE) USD 100. NOTWITHSTANDING THE FOREGOING, NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT EACH OF THE RELEASED PARTIES’ LIABILITY FOR ANY LIABILITY THAT CANNOT UNDER APPLICABLE LAW BE EXCLUDED OR LIMITED.
7.5 YOU WILL FULLY INDEMNIFY, RELEASE AND HOLD US, AND OUR PARENTS, AFFILIATES AND RELATED LEGAL ENTITIES, AND OUR AND THEIR RESPECTIVE SHAREHOLDERS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, PARTNERS, SERVICE PROVIDERS, LICENSORS, AND LICENSEES (COLLECTIVELY, “INDEMNIFIED PARTIES”), HARMLESS FROM AND AGAINST ANY CLAIMS, LOSSES, FEES, EXPENSES (INCLUDING FEES ON A SOLICITOR AND CLIENT BASIS), DAMAGES, LIABILITIES AND COSTS, RESULTING FROM (I) YOUR PARTICIPATION IN THE CLOSED BETA; (II) YOUR ACCESS AND/OR USE OF THE GAME (INCLUDING ANY OUTPUT FROM THE GAME); (III) YOUR BREACH OR ALLEGED BREACH OF THESE TERMS OR THE REPRESENTATIONS, WARRANTIES, AND COVENANTS CONTAINED IN THESE TERMS; (IV) YOUR BREACH OF ANY OTHER LAWS AND REGULATIONS; (V) YOUR INFRINGEMENT OF THE RIGHTS OF A THIRD PARTY; OR (VI) OUR USE OF YOUR FEEDBACK, INPUT AND OUTPUT. WE RESERVE THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENCE AND CONTROL OF ANY THIRD PARTY CLAIMS SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU AGREE TO COOPERATE WITH US AS FULLY AS REASONABLY REQUIRED. YOU WILL NOT IN ANY EVENT SETTLE ANY MATTER WITHOUT OUR PRIOR WRITTEN CONSENT.
7.6 THIS CLAUSE 7 WILL APPLY TO YOU TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
8. Changes to these Terms
8.1 We may in our sole discretion change these Terms from time to time, without prior notice to you. It is your responsibility to check these Terms (latest version is available online at https://www.palio.ai/docs/Palio_Terms_of_Service.html) regularly before participating in, and continuing to participate in, the Closed Beta (via accessing or using the Game / Palio Materials / Confidential Information). Your continued participation in the Closed Beta on or after the date any amendment is effective from, will be deemed your acceptance of the amended Terms.
9. Miscellaneous
9.1 Save for the Released Parties and Indemnified Parties, unless expressly provided for under these Terms, a person who is not a party to these Terms shall have no rights to enforce any of its terms.
9.2 We may assign or transfer all or part of our rights or duties under these Terms provided we take reasonable steps to ensure that your rights under these Terms are not prejudiced. As these Terms are personal to you, you may not transfer any of your rights or duties under it without our prior written consent.
9.3 These Terms and any document incorporated by reference (including without limitation, our Terms of Service and Privacy Policy) as well as any policies, rules, community guidelines and materials posted by us in connection with the Closed Beta from time to time constitute the entire agreement between you and us and supersede any previous terms between us in relation to such matters. The limitations, exclusions and restrictions in these Terms shall pass to the benefit of our licensors, successors and assigns.
9.4 In the event of any conflict between these Terms, the Terms of Service and any other policies, rules, community guidelines and materials in connection with the Closed Beta, unless otherwise expressly stated, the order of precedence will be: (1) these Terms; (2) the Terms of Service; (3) the policies; (4) the rules; (5) the community guidelines; and (6) other materials.
9.5 A failure or delay by Palio to enforce any clause in these Terms or exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other clause, right or remedy.
9.6 If any clause, or part thereof, under these Terms is held to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining portion of the clause and the remainder of these Terms shall, to the fullest extent possible, not be affected, and any clause or part thereof found to be illegal, invalid or unenforceable shall be deemed amended in a manner so as to give effect, to the fullest extent possible whilst remaining legal, valid and enforceable, to the intentions behind such clause or part thereof.
9.7 You agree that to the maximum extent permitted by applicable laws in your country of residency, the laws of the British Virgin Islands, without regard to principles of conflict of laws and regardless of your location, will govern these Terms and any dispute of any sort that might arise between you and us.
9.8 Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the BVI International Arbitration Centre (BVIIAC) under the BVI IAC Arbitration Rules in force when the notice of arbitration is submitted. The law of this arbitration clause shall be the law of the British Virgin Islands. The seat of arbitration shall be Tortola, British Virgin Islands. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English. Neither party shall be required to give general discovery of documents, but may be required only to produce specific, identified documents which are relevant to the dispute.