1. Introduction
Galxe provides a technological platform that empowers brands to build better communities and products in Web3, and is operated by Star Frameworks Labs Pte Ltd., d/b/a Galxe (“Galxe”, “we”, “us”, “our”). These Terms govern your access to and use of the Galxe website at https://www.galxe.com (“Website”), our corresponding mobile application (“App”) and any other related and connected platforms or services (collectively, the “Services”). By accessing the Services, you agree that you have read, understand, and accept all of the terms and conditions contained in these Terms, including Section 22 (“Dispute Resolution”), as well as the Privacy Policy. GALXE IS A TECHNOLOGICAL PLATFORM ONLY. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, CREDITOR, BORROWER, AGENT, OR PROVIDE ANY FINANCIAL SERVICES, PRODUCTS OR ADVICE. GALXE IS OFFERED SOLELY AS AN ADMINISTRATIVE PLATFORM. ALL PROGRAMS ARE OFFERED BY THEIR RESPECTIVE ISSUERS ONLY.2. Using Our Services
Important disclaimers. Galxe is not intended as, and does not provide, any investment or financial advice whatsoever. As with any financial or investment decisions, you should conduct your own research and due diligence investigation, to properly evaluate the benefits and risks of any investment or financial transaction. You should also seek the advice and guidance of qualified accountants, financial advisors, tax advisors, legal counsels and investment advisors, in connection with any investment or financial transaction. Eligibility. To be eligible to use the Services you must be at least 18 years old or of the legal age in the jurisdiction you reside in at the time of using the Services. If you are below the legal age in your jurisdiction, you are prohibited from using the Services. Updates to Terms of Use. Your use of the Services is subject to your agreement to these Terms, which may be updated by us at any time with or without notice to you. The Effective Date of the most up to date Terms will be provided at the top of each version of these Terms, respectively. Any such updates will be effective upon our publishing such updated Terms. If you do not agree with these Terms, you may not use the Services. If you continue to use the Services following the date of release of an updated set of Terms, you agree to be bound by such updated Terms. Service Users. By using any of our Services you are a service user (“Service User”). By becoming a Service User, you agree: (a) to provide accurate, current and complete information about yourself; (b) to maintain and promptly update from time to time as necessary your information; (c) to immediately notify us if you discover or otherwise suspect any security breaches related to the Services; (d) that you are fully responsible for all activity on the Services that occurs under your email and password combination, and (e) to comply with all applicable laws in connection with your use of the Services. We may, at any time in our sole discretion, refuse to allow you to become a Service User, or limit the number of User Accounts or Digital Wallets (as defined below) that you may associate with the Services, or suspend or terminate any Service User or User Account, including access to our Services. You also agree that you will not: Use the Services under a different wallet address, email address or other identifier if we’ve disabled access for you under a different wallet address, email address or other identifier, unless you have our written permission first; Buy, sell, rent or lease access to your Digital Wallet (as defined below) to any third party, unless you have our written permission first; or Use or access the Services through any unauthorized third party application(s) or client(s), or to disclose or share your User Account information such as your email password, private keys or other sensitive information with any other person. User Accounts. In order to access certain functions, Service Users may need to connect their Digital Wallet (as defined below). When a Service User connects a Digital Wallet, they create a user account (“User Account”) with Galxe. In order to create a User Account, you may be required to provide additional information, such as your name, email address, username, wallet address, and other information as required by Galxe. Account Communication. By becoming a Service User, you consent to receive electronic communications from Galxe (e.g., via email, push notification, or by posting notices to the Services, etc.). These communications may include notices about your use of the Services (e.g., email changes and/or other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. Account Verification and Additional Information. Galxe may require you to provide additional information and documents at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-laundering, sanctions, embargoes, counteracting the financing of terrorism, and other applicable laws. Galxe may also require you to provide additional information and/or documents in cases where it has reason to believe that: Your use of the Services is related to money laundering or any other illegal or illicit activity; You have concealed or reported false identification information and/or other details; Your activities in connection with the Services violated applicable laws; Such information and/or documents are required to protect the rights of Galxe or those of third parties; or Transactions effected via your User Account were effected in breach of these Terms. In such cases, Galxe, in its sole discretion, may pause or cancel your access to any or all Services until such additional information and/or documents are reviewed by us and accepted as satisfying the requirements of applicable law. If you do not provide complete and accurate information and documents in response to such a request, Galxe, in its sole discretion, may refuse to provide the Services to you. Unless otherwise noted in writing, by submitting personal data through our Site or Services, you agree to the terms of the Privacy Policy and you expressly consent to the collection, use and/or disclosure of your personal data in accordance with the Privacy Policy. Compliance. The Services are only available to users in certain jurisdictions who can use the Services as permitted under applicable law. You certify that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Services. Without limiting the foregoing, by using the Services, you represent and warrant that: (a) you are not located in a country that is subject to sanctions or embargos by the United States, United Kingdom, European Union or United Nations; and (b) you are not listed on any U.S. Government list of prohibited, sanctioned, or restricted parties. In addition, certain Services may not be available to users in certain jurisdictions. You must not use any software or networking techniques, including use of a Virtual Private Network (VPN) to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition. We reserve the right, but have no obligation, to monitor where our Services are accessed from. Furthermore, we reserve the right, at any time, in our sole discretion, to block access to the Services, in whole or in part, from any geographic location, IP addresses and unique device identifiers or to any user who we believe is in breach of these Terms. Developer Account. If you are using the Services to create a content space, curate user credentials, deploy NFTs, or create user campaigns, you must first apply for a developer account with us (“Developer Account” and each such user, a “Developer”). In order to create a Developer Account you must be of the legal age in the jurisdiction you reside in at the time of using the Services, connect a Digital Wallet, agree to any applicable Developer Account terms and conditions, and take other actions as we may require from time to time. Galxe OAT. Galxe OAT (on-chain achievement tokens) aims to be a light-weight solution for event organizers and community managers to utilize Galxe’s NFT infrastructure and on-chain credential data network to build and distribute NFT badge campaigns easily and reward their community members. To put it simple, Galxe OATs are a digital record of all your life’s achievements. Galxe Compass. From time to time, Galxe Compass collects, based on publicly available third party sources, information (and associated links) regarding current and future airdrops, bounties, rewards and other programs offered by third parties (each such program, a “Third Party Program(s)”). All information provided regarding the Third Party Programs, including the cost, yield, amount of rewards, etc., is based on publicly available information published by their respective third party providers, is provided to you for informational purposes only and cannot be classified or construed as any type of financial, investment or other advice. The ranking or order in which Third Party Programs are displayed is determined by Galxe in its sole discretion and can change from time to time. Unless explicitly disclosed by Galxe, Galxe is not involved in creating, determining, sponsoring, promoting, partnering with, endorsing or otherwise recommending any such Third Party Programs, and does not have the ability to control, direct, modify or otherwise affect the Third Party Programs in any way. Galxe does not verify, screen, vet, or categorize the Third Party Programs listed in any way, and does not guarantee the security, returns, rewards, success or other parameters associated with your participation in such Third Party Programs. You are solely responsible for reviewing, deciding and interpreting whether and to what extent you wish to participate in any such programs. Notwithstanding the foregoing, Galxe reserves the right to remove or delete a Third Party Program at any time, with or without notice for any reason and without liability, in its sole discretion. The inclusion, removal, and/or exclusion of a Third Party Program does not constitute any advice or endorsement of such.3. G Token
Galxe aims to build a permissionless, open, and collaborative credential data network. To this end, Galxe has adopted the G token as an essential component to its ecosystem and infrastructures to functions as the ecosystem’s governance token, to incentivizes user participation, and to serve as the primary payment token of the Galxe ecosystem. Here are the utilities of G: Governance: G can be used for voting & governance in the Galxe Decentralized Autonomous Organization (“DAO”). G token holders shall have the ability to determine various governance parameters, such as controlling the amount of the platform fee collected by the protocol, and determining the appropriate use of funds held by the Galxe Community Treasury. Paying for Application Module Fee: Developers who aim to utilize Galxe’s credential data through Application Modules will be subject to a platform fee (“Platform Fee”) which is payable in G. Paying for Galxe Oracle Engine and Galxe Credential API: Developers pay G to query user credential data through the Galxe Oracle Engine and Galxe Credential API. Currently all query fees are waived during beta testing. Curating Digital Credentials: Curators can utilize the G token to signal a credential data set’s value. Each credential data set will include a revenue stream that will be split between credential stake holders pro-rata. Galxe Earn: G tokens can be staked by users to unlock additional features, functionalities and rewards on the platform. Users remain responsible for any associated gas or service fees associated with the Galxe Earn program.4. Galxe Rewards Hub
Through interaction with Services, users can earn Galxe Gold (GG). Galxe Gold do not hold any inherent value in real currency, are non-transferable, do not constitute the personal property of the user, nor are they treated as currency or a medium of exchange. GG may not be transferred, and may only be used to participate in the Services. The number of GG earned may vary depending on the nature, type and amount of your interaction with the Services, as determined by us in our sole discretion. We reserve the right to determine, in our sole discretion, the number of GG awarded for any given interaction. We expressly reserve the right, in our sole and absolute discretion, to modify, alter, or change the calculation or valuation of GG at any time and for any reason without prior notice. Such modifications, alterations, or changes may include, but are not limited to, increasing or decreasing the number of GG awarded for a specific interaction, changing the activities for which GG may be awarded, or imposing limits on the accumulation or redemption of GG. We do not guarantee the availability of any particular redemption level or reward. The amount of GG required to redeem any reward or the requirements to be able to access such reward or reward mechanism may be substantially increased, modified, or withdrawn, and restrictions on any reward or its redemption may be imposed at any time. The sale, barter, or other disposal of GG without our express prior written consent, is expressly prohibited. NO PURCHASE NECESSARY TO ENTER. To enter to receive a Mystery Box without using the Services, mail a handwritten standard sized postcard (no larger than 5” x 7”) that legibly provides your first and last name, age, email address, phone number, wallet address capable of receiving the GG required to redeem a Mystery Box, confirmation of which level of Mystery Box you would like to receive, and mailing address (“Alternate Mail Entry Information”) to the following address (such mailing, the “Alternate Method of Entry”): Galxe Rewards Hub Sweepstakes 3 FRASER STREET # 04-23A DUO TOWER, SINGAPORE (189352) One (1) postcard will result in receipt of one (1) entry. Alternate Method of Entries must be mailed separately. Any Alternate Method of Entry received that is not legible will not be a valid entry. No mass produced typed/copied/printed reproductions of Alternate Method of Entry will be accepted. Proof of submitting an entry will not be deemed by us as proof of receipt or entry. All required information and Alternate Mail Entry Information (collectively, “Entry Information”) must be completed in full, be accurate and valid. The Alternate Mail Entry Information must match the information of the entrant that completed the act of physically mailing the postcard. Entrants can enter via both methods/mechanisms described above, however only up to one (1) entry can be received by one (1) entrant using the Alternate Method of Entry, up to once per calendar year. We are not responsible for any wrong, incompatible or incomplete wallet address provided by you via the Alternate Method of Entry. Some countries, regions or geographical areas may not eligible to access or use the Galxe Rewards Hub.5. Digital Wallet
Digital Wallet. As part of the Services, you are able to connect your “digital asset wallet” (“Digital Wallet”) to your account. You may be required to provide us additional information to connect your Digital Wallet, such as an email address and password. We do not offer our own digital asset wallet and any Digital Wallet that you connect to your User Account is subject to the Terms and Conditions of that service provider (if applicable) and we have do not have any access to, or control over, your connected Digital Wallet. GALXE DOES NOT CREATE, GENERATE, STORE OR TRANSACT WITH ANY WALLETS. THE CREATION, GENERATION, STORAGE AND TRANSACTING IN DIGITAL WALLETS ARE SOLELY YOUR RESPONSIBILITY. GALXE WILL NEVER ASK YOU FOR, NOR WILL IT EVER RECEIVE A COPY OF, YOUR PRIVATE KEYS. IT IS SOLELY YOUR RESPONSIBILITY TO ENSURE THAT THE DIGITAL WALLET YOU USE IN CONNECTION WITH YOUR ACCOUNT IS SAFE, SECURE AND AUTHORIZED.6. User Conduct
Prohibited Uses. You may not use the Services to engage in the following categories of activity (“Prohibited Uses”). The specific types of use listed below are representative, but not exhaustive, and Galxe reserves the right to update or amend such list in its sole discretion at any time, with or without notice to you. These Prohibited Uses are in addition to the Community Guidelines (discussed below). If you are uncertain as to whether or not your use of the Services involves a Prohibited Use or have questions about how these requirements apply to you, please contact us at support@galxe.com. By becoming a Service User, you agree that you will not use the Services to do or undertake any of the following, as determined by Galxe in its sole discretion: Abusive Activity: Actions which: (i) impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; (ii) transmit or upload any material to the Services that contains viruses, trojan horses, worms or any other harmful or deleterious programs; (iii) attempt to gain unauthorized access to the Services, other Digital Wallets not belonging to you, computer systems or networks connected to the Services, through password mining or any other means; (iv) use the account of any third party to access or use the Services, except in the case of applications which are specifically authorized by a third party to access such third party’s Digital Wallet and information; or (v) transfer your access or rights to use the Services to a third party, unless by operation of law or with the express permission of Galxe. Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance or regulation, sanctions programs administered in any of the countries where Galxe conducts business, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity. Abuse Other Users: Interfere with another individual’s access to or use of the Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal or other rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; or harvest or otherwise collect information from the Services about others, including without limitation email addresses and/or public or private Digital Wallet keys, without proper consent. Fraud: Activity which operates to defraud Galxe, any Galxe user(s) or any other person, or provide any false, inaccurate or misleading information to Galxe. Copyright violations: Activity which intentionally infringes upon another’s copyright, or other intellectual rights, protections, including unauthorized copying or performing of copyrighted works available on the Services. Misleading statements on investments: Activity that promotes, markets, or in any other way communicates the message of, NFTs on Galxe being an investment, such as making statements regarding the expectation that the monetary value of NFTs will increase in time. Your legal obligations. It is possible that your use of the Services may result in certain reporting, tax or other legal obligations on your part. For example, certain jurisdictions require their residents to report international money or cryptocurrency transfers that exceed certain amounts. You agree and understand that we do not provide legal, tax, or investment advice. You agree to seek your own advice as necessary, and to comply with any legal obligations you may have in connection with your use of our Services.7. Subscriptions
Certain Services (the “Premium Services”) require payment of a fee for use of such Premium Service and you agree to pay such fees if you wish to utilize any such Premium Service. The Company may add new Services for additional fees and charge and/or add or amend fees and charges for existing Services, including Premium Services, at any time in our sole discretion. Any change to the pricing and payment terms shall become effective immediately, unless we state otherwise. When you purchase a subscription for the Services (“Subscription”), you expressly authorize us to charge you for such Subscription. Payment may be made in USDT, USDC or other forms of digital assets that we may accept from time to time. The applicable United States dollar equivalent of digital assets shall be determined by us in our sole discretion. If you purchase a Subscription, you will be charged the Subscription fee, plus any applicable taxes and other charges (collectively, the “Subscription Fee”), at the beginning of your Subscription. At the end of the subscription period (“Subscription Period”), you may lose access to the Premium Services unless you renew your Subscription at the then-current Subscription Fee. Your Subscription continues for the Subscription Period until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms. You may cancel your Subscription at any time; however, there are no refunds for cancellation. In the event that we suspend or terminate your Subscription, you understand and agree that you shall receive no refund or exchange for any unused time on a Subscription, any license or Subscription Fees for any portion of the Services, any content or data associated with your Subscription, or for anything else. We or certain third-party service providers may offer free trials to a particular Service.8. Non-Fungible Tokens
NFT Acquisition. Users may have the ability to obtain one or more non-fungible tokens (“NFT”) on the Services. An NFT is a record on the distributed public ledger known as the blockchain. Our Service permits users with a User Account to mint NFTs . Users can then offer those NFTs minted on our Service for sale, distribution, as rewards or other forms of incentives to other users. You are solely responsible for conducting research on an NFT, as well as understanding the seller’s terms and conditions of the potential purchase or sale of the NFT (the “Purchase Terms”), prior to purchase or sale. We do not endorse any NFT or make any claims regarding, authenticity, ownership, uniqueness, intellectual property, licenses, scarcity, rarity, value, functionality and/or other attributes or rights thereto. In order to acquire a NFT on our Services, you will need to have a User Account. To complete your transaction and acquire the NFT, you will need to have the required amount of tokens and any applicable gas or transaction fees in your Digital Wallet. When you complete the transaction, it will be recorded on the blockchain and the NFT will be transferred to your Digital Wallet (“NFT Transaction”). Galxe does not claim ownership to any content accessible through the Services and does not endorse any Developer. Galxe operates as a platform connecting users and Developers by minting NFTs for Developers and allowing users to purchase the NFTs. Developers decide the attributes of the NFTs you purchase. Users acknowledge and agree that the NFTs minted and purchased on Galxe are not intended for the purpose of investment or speculation. Users who hold NFTs that are minted and/or purchased on Galxe do not and are not entitled to receive any income or monetary payouts in any form by virtue of their ownership of the NFT. Galxe Fee. Each NFT Transaction is conducted using digital assets in your Digital Wallet. When a Developer lists its NFTs for the initial sale of the Services (“Initial Offering”), the Developer will set the price in digital assets for the NFT Content (as defined below). A fee of 8% of the revenue from the Initial Offering is deducted from the Initial Offering revenues and transferred to Galxe. Gas Fees. Creating, buying, selling or transferring NFTs may be subject to fees, commissions, royalties and other charges (“Fees”) established from time to time in the sole discretion of Galxe, Developer, and/or participants in the blockchain ecosystem, including an Artist Royalty Fee (as defined below). On the date of initial publication of these Terms, Fees include service fees established by and payable to Galxe and “gas” (fees paid to miners through users’ Digital Wallet as consideration for mining the NFT Transactions). Service fees may be adjusted from time to time in the sole discretion of Galxe.9. TERMS APPLICABLE TO DEVELOPERS
If you are using the Services as a Developer to mint or sell NFTs, you agree to the following additional terms and conditions:- Royalties. in each sale by other sellers following the Initial Offering, you may receive the percentage of revenue with respect to each such sale set forth in the applicable field of the NFT at the time of creation (“Artist Royalty Fee”).
- NFT Content. As between us and you, you shall continue to exclusively own all right, title and interest in and to the digital art embodied in the NFTs and any name, likeness, image, signature, voice and other identifiable characteristics included in the digital art embodied in the NFTs, creative assets you provide to us, and your name, logos and trademarks, and all intellectual property rights in the foregoing (collectively, the “NFT Content”). Notwithstanding the foregoing, you grant to us a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, license, with the right to sublicense through multiple tiers, to use NFT Content for the purpose of performing our obligations under these Terms, including hosting the NFT Content and marketing and facilitating the sale of the NFTs, and marketing or promoting the Services.
- Creator Obligations and Perks. You shall obtain all rights to the NFT Content in connection with the use thereof by Galxe as contemplated in these Terms, and the awarding and administration of the benefits that you sell or list in connection with the sale of your NFT, as applicable, including, but not limited to: (i) clearing and obtaining any rights in connection with the NFT Content, including any music performance rights and payment of royalties to any performing rights organizations; (ii) acquiring any services or materials needed in connection with the NFTs and benefits offered to purchasers; and (iii) the costs and compliance for the benefits, including as specified in the Purchase Terms.
- Promotions Tool. Our Services may enable you to administer a promotion (e.g., a contest or sweepstakes) (a “Promotion”) through the use of a promotions tool (the “Promotions Tool”). By using the Promotions Tool, you (a) agree to fully release us from any liability in connection with the promotion, and (b) acknowledge and agree that a Promotion is not in any way sponsored, endorsed, or administered by us.
- Administration of Promotion. If you use the Promotions Tool to administer a promotion, you are responsible for the lawful operation of that promotion, including: (i) the official rules; (ii) offer terms and eligibility requirements (e.g., age and residency restrictions); and (iii) compliance with applicable rules (e.g. terms and conditions of any platform on which a Promotion may be advertised, restrictions on any prizes, etc.) and regulations governing the Promotion and all prizes offered (e.g., registration, bonding, and obtaining necessary regulatory approvals). You further represent and warrant that the Promotion administered through the Promotion Tools will be conducted in compliance with all applicable laws, rules, and regulations.
- Required Content. In using the Promotion Tool to administer a Promotion, you represent and warrant that you will provide official rules to the participants of such Promotions, and you further represent and warrant that the official rules for any such Promotion administered through the Promotion Tool will include the following provisions:
- Warranties. You represent and warrant that (i) you have the full right, power and authority to grant the rights granted or agreed to be granted hereunder, including, but not limited to, fully cleared permissions, consents, rights and licenses to the NFT Content in these Terms; (ii) the NFT Content, the NFTs, and the listing and sale contemplated by these Terms, complies with all, and do not and will not violate any applicable law, statute, rule, or regulation, will perform in accordance with the intended specifications and without material error, and will be delivered free and clear of any claims, liens or rights of third parties; (iii) the NFT Content and Galxe’s use thereof in accordance with these Terms does not and will not infringe any intellectual property rights of any third party or any right of privacy or publicity, or contain any libelous, defamatory, obscene or unlawful material, or otherwise violate or infringe any other right of any third party; (iv) you will fulfill your obligations under any terms with a Purchaser of the NFTs, as applicable; (v) any advertising or promotion of the NFTs by you or on your behalf will not constitute false, deceptive or unfair advertising or disparagement under any applicable laws and will not suggest a likely increase in value of the NFTs; and (vi) you will not use the proceeds retained from sales of the NFT, whether through the Services or any other platform for capital raising purposes.
10. Smart Balance
By utilizing Smart Balance, you agree to the following additional terms and conditions:- Non-Withdrawable: You CANNOT withdraw any balance or credits from your Smart Balance. The balance must be exclusively used for gas payments and Galxe Passport services on Galxe.com.
- Exclusive Use: Your Smart Balance is solely usable on Galxe.com, cannot be utilized in, and does not have any value in any other capacity anywhere else.
- USD Denomination: All Smart Balances are denominated in USD. The prevailing exchange rate determines the amount of your Smart Balance at the time of the transaction, which means that when you deposit using non-USD funds, your deposited amount will be calculated based on the prevailing exchange rates.
- Service Fees: Using Smart Balance incurs a service fee. The service fees are as follows:
- Non-G Deposits: 10% of the total gas fee, with a minimum fee of $0.01.
- G Deposits: 5% of the total gas fee, with a minimum fee of $0.01.
11. Chatbot
Our Services may include, from time to time, an automated chat box (“Chatbot”) to assist users in their use of the Services. The Chatbot provides information about various topics that are found and generated via user input and the underlying algorithm. By using the Chatbot, you agree and acknowledge that we cannot and do not guarantee the accuracy of the information provided, and that Galxe assumes no responsibility whatsoever or guarantee the timeliness, accuracy or completeness of the information provided. The Chatbot may contain links to third-party websites. These links are provided for your convenience and do not constitute an endorsement or approval by Galxe of any third-party content. We are not responsible for the content or privacy practices of these external sites.12. GALXE SCORE
As part of the Services, you are able to purchase a Subscription for a “Web3 Score” (the “Web3 Score”). The Web3 Score is for entertainment purposes only and is not, and does not purport to be, an accurate depiction of any Service User’s financial activity nor does it serve as an accreditation of any kind. To obtain your Web3 Score, you are required to pay a Subscription Fee (the “Subscription Fee”). You may be required to provide us, and we may collect via your linked social media channels or analysis of on-chain wallet activities, additional information to create your Web3 Score, including information required to confirm your identity (“Identifying Information”). By purchasing a Subscription for the Web3 Score, you agree that we may share your information, including any Identifying Information, with certain third parties, including third-party developers who integrate with our application programming interface.13. Access to our Services
Suspension, Termination, and Cancellation. Galxe may, at its option and in its sole discretion: (a) suspend or restrict your User Account or Developer Account and/or access to any or all of the Services, and/or (b) deactivate or cancel your User Account or Developer Account and block your access to the Services, if: (i) we are so required by a facially valid subpoena, court order, or binding order of any government authority; (ii) we reasonably suspect you of using the Services in connection with a Prohibited Uses; (iii) your use of the Services is subject to any pending litigation, investigation or government proceeding and/or we, in our sole discretion, perceive a heightened risk of legal or regulatory non-compliance associated with your activity; (iv) any of our service partners are unable to support your use thereof; (v) you take any action that Galxe deems in its sole discretion as circumventing Galxe’s controls, or abusing promotions which Galxe may offer from time to time; or (vi) you breach these Terms. Notice to You. If Galxe suspends or closes your account or terminates your use of the Services for any reason, we will provide you with notice of our actions, unless a court order or other legal process prevents or prohibits Galxe from providing you with such notice. You acknowledge that Galxe’s decision to take certain actions, including limiting access to, suspending, or disassociating your Digital Wallet from the Services, may be based on confidential criteria that are essential to Galxe’s risk management and/or security protocols. You agree that Galxe is under no obligation to disclose the details of its risk management and/or security procedures to you. Access to NFTs. Your NFTs are stored in your Digital Wallet and we do not have access or control over your Digital Wallet. In the event our Services are no longer available to you, the NFTs you have purchased are in your Digital Wallet.14. Copyright and License to You
Information Ownership. Unless otherwise indicated in writing by us, the Services and all content and other materials contained therein, including, without limitation, the Galxe logo and all designs, text, graphics, pictures, information, data, software, sound files and/or other files related thereto and/or associated therewith and the selection and arrangement thereof (collectively, “Content”) are and shall remain the sole and proprietary property of Galxe and/or our affiliates or licensors, including the Developers, if and as applicable. If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of these Terms, your right to use the Services will terminate immediately and you must, at our option, either return or destroy any Content you have copied, downloaded , or otherwise obtained from the Services. No right, title or interest in or to the Services or any Content thereon is or shall be transferred to you, and all rights not expressly granted herein are reserved by Galxe and/or its affiliates. Any use of the Services not expressly permitted by these Terms shall be deemed a material breach of these Terms and may violate copyright, trademark and/or other laws. NFT Ownership. If you purchase, receive as rewards, or otherwise acquire a NFT via our Services, you may obtain access or a license to certain content associated with that NFT (“NFT Content”). All NFT Content is owned by the applicable Developers, as applicable. By hosting, minting, and otherwise offering NFT Content, Galxe warrants that we have a license to host and offer said NFT Content. Galxe makes no other warranties regarding the NFT Content. NFT Content License to You. By purchasing a NFT, you are granted a limited, exclusive right to access, view, stream, download, playback, or otherwise access (“NFT Content License”) the NFT Content associated with the NFT you purchase for personal consumption only, unless otherwise explicitly authorized by the applicable Developers’ terms of services. The NFT Content License is subject to these Terms, and/or any additional terms as may be presented to you at the time you purchase the NFT or first access the NFT Content. Third Party Intellectual Property. Notwithstanding anything to the contrary in these Terms, the Services and Content may include software components provided by Galxe or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern the usage of such software components, as applicable. Limited License to You. These Terms grant users a limited and non-exclusive right to use the Services, including all Content thereon. Except as indicated otherwise herein or in any additional terms or conditions, you may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit or otherwise exploit any of the Content on our Services, except as follows: Your device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials. You may store files that are automatically cached by your web browser for display enhancement purposes. If we provide any so-called “social media” features as part of the Services, you may take such actions as are enabled by such features and are consistent with these Terms. You must not: Modify copies of any Content from the Services. Use any illustrations, photographs, video or audio sequences or any graphics available through the Services separately from the accompanying text. Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials available through the Services. If you wish to make any use of Content other than that set out in this Section, please address your request to: support@galxe.com. Third Party Services. The Services may contain links to third-party websites (“Third-Party Websites”) and/or applications (“Third-Party Applications”). When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies, if and as applicable) of another website or destination. Such Third-Party Websites and Third-Party Applications are not under the control of Galxe. Galxe is not responsible for any Third-Party Websites or Third-Party Applications and shall not be liable with respect to any use thereof. Galxe provides these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant or make any representations with respect to Third-Party Websites or Third-Party Applications or their products or services. You use all links in Third-Party Websites, and Third-Party Applications at your own risk. When you leave our Services, these Terms and any of our other policies no longer govern. You should review all applicable agreements and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. Links to our Services. You are granted a limited, nonexclusive, nontransferable right to create a text hyperlink to the Services for noncommercial purposes, provided that such link does not portray Galxe or our affiliates or any of our products or services in a false, misleading, derogatory or otherwise defamatory manner, and does not imply that Galxe is affiliated with or supports or endorses any product or service, and provided further that the linking site does not contain any adult or illegal material or any material that may be deemed, in Galxe’s sole discretion, offensive, harassing or otherwise objectionable. This limited right may be revoked or modified by us at any time, for any reason. You may not use a logo or other proprietary graphic or intellectual property of Galxe to link to the Services or Content without our express written permission. Further, you may not use, frame or utilize framing techniques to enclose any Galxe trademark, logo or other proprietary information, including the images found on the Services, the content of any text or the layout or design of any page, or form contained on a page, on the Services without our express written permission. Trademark. The Galxe logo and any Galxe product or service names, logos or slogans that may appear on the Services are trademarks of Galxe or our affiliates and may not be copied, imitated or used, in whole or in part, without our prior express written permission. You may not use any so-called “metatags” or other “hidden text” utilizing “Galxe” or any other name, trademark or product or service name of Galxe or our affiliates without our prior written permission. In addition, the look and feel of the Services and Content, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Galxe and/or its affiliates, and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and Galxe names or logos mentioned on the Services are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Galxe.15. DMCA Notice and Procedure for Copyright Infringement Claims
As Galxe asks others to respect its intellectual property rights, it respects the intellectual property rights of others. Galxe, in appropriate circumstances, may remove from the Services information that might infringe the intellectual property rights of others.- Procedure for Reporting Copyright Infringements If you believe your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on the Galxe Services, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Designated Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest; A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work; Identification of the URL or other specific location on the Galxe Services where the material that you claim is infringing is located; your address, telephone number, and E-mail address; A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid and we will have no obligation to respond or acknowledge receipt of your notice. Please note that you will be liable for damages (including costs and attorneys’ fees) if you misrepresent or make bad faith claims that any material on the Galxe Services infringes your copyrights. You can contact our Designated Agent via e-mail at dmca@galxe.com. THE DESIGNATED AGENT SHOULD BE CONTACTED ONLY IF YOU BELIEVE THAT YOUR WORK HAS BEEN USED OR COPIED IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT AND SUCH INFRINGEMENT IS OCCURRING ON THE GALXE SERVICES. ALL OTHER INQUIRIES DIRECTED TO THE DESIGNATED AGENT WILL NOT RECEIVE A RESPONSE.
- Receipt of Proper Infringement Notification Once a proper bona fide infringement notification has been received by the Designated Agent, it is Galxe’s policy: To remove or disable access to the infringing content; To notify the content provider, member, or user (“Content Provider”) that it has removed or disabled access to the content; and That repeat offenders will have the infringing content removed from the system and that Galxe may terminate such Content Provider’s access to the Galxe Services.
- Procedure to Supply a Counter-Notice to the Designated Agent If the Content Provider believes that the content that was removed or to which access was disabled is either not infringing or the Content Provider believes that it has the right to post and use such content, the Content Provider may send the Designated Agent a counter-notice, which must contain the following: Content Provider’s contact information, including full legal name (not that of a company) of the submitter, an email address, a physical address, and a phone number. The location, including any URL, of the content that has been removed or disabled. The following statement, to which Content Provider must agree: “I consent to the jurisdiction of the Federal District Court for the district in which my address is located, or if my address is outside of the United States, the judicial district in which Galxe is located, and will accept service of process from the claimant.” The following statement: “I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.” A physical or electronic signature. To satisfy this requirement, Content Provider may type the submitter’s full legal name (not that of a company) at the bottom of your electronic counter-notification. If a counter-notice is received by the Designated Agent, Galxe may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten business days. If Galxe does not receive notice within ten business days that the original complaining party is seeking a court order to prevent further infringement of the content, we may replace or cease disabling access to the material that was removed. The decision to replace or cease disabling access to any content is at Galxe’s sole discretion.