Please read these terms of use (the “Terms”) and our Privacy Policy before using our Services (as defined below). When you use our Services, you agree to be bound by these Terms. You may not use our Services, including Footium (as defined below) if you do not agree to all these Terms.
For residents of the United States of America: these Terms contain a binding arbitration clause and class-action waiver at Paragraph 21 below. Please read it carefully.
We specifically draw your attention to Paragraph 12 of these Terms, which contains important provisions relating to the risks of cryptoasset and blockchain transactions.
You may only agree to these Terms if you are an adult of full legal age of majority in the country or state in which you live (for example, 18 years of age in England and Wales). This applies to you even if the age rating (e.g. under PEGI or ESRB) for Footium or other content we make available indicates that it is suitable for children.
If you are not an adult, then you must not access the Services (or attempt to access them).
We are Football Automata Limited (trading as “Footium”), a company registered in the British Virgin Islands with company number 2107590 (“Footium”, “we”, “our” and “us”). Our registered office is at SHRM Trustees (BVI) Limited, Trinity Chambers, PO Box 4301, Road Town, Tortola VG 1110, British Virgin Islands.
These Terms govern the relationship between you and us in relation to your use of:
any websites controlled or operated by us, including (without limitation) the website hosted at https://footium.club (the “Website”)
the multiplayer blockchain football management game made available by us to you on the Website under the name of Footium (“Footium”)
any mobile apps on iOS or Android and applications on other platforms or devices that we may make available from time to time with which you can access Footium (each an “App”)
all other services that we may provide to you from time to time, unless we specifically state that different terms and conditions apply to those services.
In these Terms, we refer to Footium, the Website, the App and other services mentioned in Paragraph 2.1 above as the “Services”.
By using the Services, you are agreeing to these Terms and are entering into a binding legal agreement with us incorporating these Terms (the “Agreement”). If you do not agree to these Terms, please do not attempt to play Footium or otherwise use the Services.
In order to receive certain Services from us (for example, but without limitation, participation in competitions or beta access to other games), we may also require you to enter into additional terms and conditions that supplement, amend or replace these Terms as stated within those additional terms and conditions.
Footium is a multiplayer blockchain football management game that operates using the Arbitrum Network (the "Blockchain"), the decentralized and distributed public network that we use to provide the Services.
Footium uses specially-developed smart contracts that enable users to generate, purchase, own, sell and transfer unique generative digital football clubs, players and other assets in the form of NFTs (as defined below), issued by Footium, associated with Digital Assets (as defined below) to be used in-game within Footium (“Footium NFTs”).
Each Footium NFT contains a link to a URL that hosts a series of metadata hosted off-chain, which Footium understands and represents visually as Digital Assets (as defined below) within Footium.
“Digital Assets” linked to or associated with Footium NFTs include artwork, graphics, images, text, branding, names, marks and other visual elements of the Footium game environment that we make available from time to time, in particular:
virtual football clubs, to be owned and managed by a user as part of the Footium game experience (“Footium Clubs”), which shall include the Footium Club name, badge, kit, colours, stadium, Footium Club Academy and certain other statistics
virtual football players that can be generated or purchased by a user to play for a Footium Club (“Footium Players”), which shall include the Footium Player image, name, player attributes and certain other statistics.
While certain data associated with a Digital Asset is “fixed” (such as a Footium Club name, colours and badge), other data is “dynamic” in nature (such as the League (as defined at Paragraph 5.1 below) in which a Footium Club competes, or the attributes, age and performance data of a Footium Player). These “dynamic” aspects of Footium Clubs and Footium Players will evolve over time as the game progresses, which in turn may impact the properties (and value) of the underlying Footium NFTs linked to those Digital Assets.
In order to participate in Footium, users will be required to purchase a Footium NFT for a Footium Club (a “Club NFT”) either on the primary market (issued directly by Footium) or on the secondary market (through the ‘Marketplace’ exchange operated by Footium for this purpose (the “Footium Marketplace”) or via third-party services, such as OpenSea and Rarible (a “Third-party Marketplace”)). A user that has purchased and owns a Club NFT in their Wallet is a “Club Owner”.
Only users that are a Club Owner (or otherwise are an Authorised Club Manager, as defined at Paragraph 4.3 below) are able to participate in Footium.
As a Club Owner, you can generate or purchase Footium NFTs for Footium Players (each a “Player NFT”) to play for your Footium Club within the game.
Owning a Club NFT gives the Club Owner the right to generate up to 5 new Player NFTs each season from the ‘academy’ associated with that Footium Club (the “Footium Club Academy”), in return for a “signing fee”. The “signing fee” is a fixed cost depending on the League the relevant Footium Club is competing within.
In these Terms, the following definitions apply:
“Cryptoassets” means cryptographically secured digital tokens (including NFTs and cryptocurrencies issued through computer protocols and not backed by an entity or Central Bank), including (without limitation) the Footium NFTs and Ethereum cryptocurrency.
“NFT” means a non-fungible token of ERC-721 standard, designed to run on the Blockchain.
“Wallet” means a cryptographic wallet that facilitates the custody of Cryptoassets deposited in it by a single user (such as Metamask).
In order to access the Services and play the Game, you must connect your external Wallet to the platform. If Footium recognises that you are a Club Owner (i.e. that you hold a Club NFT in your Wallet), you will be granted access to the game in order to manage that Footium Club.
You are permitted to own multiple Footium Clubs within Footium. Each Club NFT you hold in your Wallet will grant you access to manage that Footium Club within the game.
Within Footium, a Club Owner has the right to authorise other users (via their Wallet details) to access and manage a Footium Club. A third-party user that has connected his/her Wallet to the platform and has been granted express permission by a Club Owner to access and manage a Footium Club within the game is referred to as an “Authorised Club Manager”. Each Club Owner is responsible for ensuring that any Authorised Club Manager whom he/she gives permission to access and manage a Footium Club complies with these Terms when acting on behalf of the Club Owner and accessing the Services. Club Owners can revoke the access of Authorised Club Managers at any time. Where a Club Owner sells or transfers the underlying Club NFT to another person, any access granted to Authorised Club Managers to manage that Footium Club will be lost.
If you connect your external Wallet in order to access the Services, you agree that you shall take all steps necessary to protect the security of your Wallet details and access to your Footium Club(s) within the game. You agree that you shall not share your Wallet details with anyone else or allow anyone else to access the Services to manage your Footium Clubs (other than expressly Authorised Club Managers).
If you fail to keep your Wallet details secret, or if you share your Wallet details with someone else (whether intentionally or unintentionally), you accept full responsibility for the consequences of this (including any unauthorized purchases) and agree to compensate us for any losses or harm that may result. We will not be responsible to you for any loss that you suffer as a result of an unauthorized person accessing Footium using your Wallet details and/or using our Services, and we accept no responsibility for any losses or harm resulting from its unauthorised use, whether fraudulently or otherwise.
Footium Clubs compete across various leagues within the game (“Leagues”) as well as certain cup competitions depending on eligibility (“Cup Competitions”). Depending on the performance of your Footium Club each season, you have the potential to win the league and be promoted to a higher League, or finish bottom and be relegated to a lower League.
Footium offers real-money prizes to eligible Club Owners each season depending on where their Footium Club places in the relevant League or how their Footium Club performs in Club Competitions. There are various ‘revenue streams’ which contribute to the prize pools for each League and Cup Competition every season.
You will be responsible for any gas fees associated with claiming prizes from Footium.
We own, or are otherwise permitted by third parties to use, all the intellectual property rights in Footium and any other content made available to you in the course of our providing the Services.
In return for your acceptance of these Terms, where you have purchased a Club NFT (or are otherwise an Authorised Club Manager), we grant you the personal right (known as a ‘license’) to play Footium and use our other Services, strictly subject to these Terms and, in particular, subject to the restrictions set out in Paragraph 6.3 below.
The license granted to you by us to use the Services under these Terms is limited in a number of ways as set out below. This license is:
non-exclusive, meaning that we can grant the same or similar licenses to other people as well
personal and not sub-licensable, meaning that the license is only for your benefit and you may not grant a license to anyone else (only we may grant licenses to use the Services)
revocable, meaning that we can terminate this license in the circumstances set out in these Terms
non-commercial, meaning that you can only use the Services for private domestic purposes and not for commercial purposes
non-transferable, meaning that you cannot assign the rights under this license to any other person
limited to using the Services for the purposes we set out in these Terms and for the duration that these Terms are in force
conditional on your compliance in full with these Terms
You acknowledge and agree that, other than the license granted to you by these Terms, you shall have no right to use the Services. You shall have no ownership rights over any of our Services, including no ownership of any intellectual property rights in Footium, except in relation to any UGC that you create as set out in Paragraph 9 below.
If your access to the Services is limited, terminated or suspended by Footium for any reason, or if Footium discontinues the Services, you acknowledge that you may lose your right of access to our Services granted under these Terms (either temporarily or permanently) in accordance with Paragraph 14 below. Equally, where you sell, transfer or otherwise dispose of your Club NFT (such that you no longer hold any Club NFTs and do not manage any Footium Clubs), your license to use the Services granted under these Terms will terminate automatically immediately upon your disposal of the Club NFT.
Scarcity. The scarcity of each Digital Asset (such as Footium Clubs and Footium Players) is guaranteed by the underlying NFT. Each Footium NFT issued by Footium is unique and one-of-a-kind.
Value. Footium NFTs are not intended to be used for investment purposes and/or for the purpose of gaining additional value, even if the Footium NFTs can ultimately be resold at a higher value via the Footium Marketplace or through a Third-party Marketplace.
Ownership. When you purchase a Footium NFT, you become the owner of the underlying NFT on the Blockchain in accordance with these Terms. Except where otherwise stated in these Terms, you have the right to freely dispose of your Footium NFT (via sale, loan, donation or transfer) including in the Footium Marketplace or through a Third-party Marketplace.
Purchasing Footium NFTs. You can purchase a Footium NFT in each of the following ways:
by generating a Footium NFT directly from Footium (primary market) – such as by generating new Footium Players from your Footium Club Academy
from other users (in the Footium Marketplace)
through a Third-party Marketplace (such as Opensea or Rarible).
Primary market.
For users that purchase a Club NFT on launch directly from Footium (on the primary market), the Footium Club will be airdropped a squad of 23 Footium Players of varying quality. Footium reserves the right to mint and release new Footium Clubs within the game from time to time.
Owning a Club NFT gives the Club Owner the right to generate up to 5 new Player NFTs each season from the Footium Club Academy in accordance with Paragraph 3.9 above. Footium reserves the right to change the number of players generated.
Consumers generally have a right of withdrawal that can be exercised within fourteen (14) days after the conclusion of the contract pursuant to applicable consumer law (“Cooling-Off Period”). This means that the consumer can change their mind about a purchase of an item within the Colling-Off Period and return it to the company they bought it from. However, given the digital nature of the Footium NFTs and the immediate access to the Footium NFTs by the user after purchase, you will be asked to waive your right to withdraw during the Cooling-Off Period when purchasing a Footium NFT, meaning that the Footium NFT is yours immediately upon purchase and you waive the ability to return it to Footium for a refund.
BY PURCHASING A FOOTIUM NFT ON THE WEBSITE, YOU SHALL EXPRESSLY CONSENT TO THE PERFORMANCE OF THE CONTRACT TO BEGIN BEFORE THE END OF THE COOLING-OFF PERIOD AND ACKNOWLEDGE THAT YOU WILL LOSE YOUR RIGHT OF CANCELLATION UNDER APPLICABLE CONSUMER LAW. We will confirm your agreement to the provision of the digital content and your waiver of your right of cancellation by way of notification through the Website.
Transfer and exchange.
Through the Footium Marketplace. You may sell or transfer your Footium NFTs to other users or buy other users’ Footium NFTs via the Footium Marketplace.
Through a Third-party Marketplace. You may transfer to and/or sell the Footium NFTs through a Third-party Marketplace. In order to transfer your Footium NFTs to an external Wallet or Third-party Marketplace, you will need to pay the gas fees associated with transferring the Footium NFTs from our environment to the Blockchain. Any sales or exchanges on Third-party Marketplaces will be subject to the terms and conditions provided by such Third-party Marketplace.
Transfer of Player NFTs between Club Owners. When a Club Owner agrees to sell or transfer a Footium Player to another Footium Club on the secondary market (via the Footium Marketplace or a Third-party Marketplace), the underlying Player NFT will be transferred directly to the wallet of the new Club Owner. The new Club Owner may then register the Footium Player NFT with any Footium Club they own.
Transfer of Player NFTs outside of Club Owner . If a Player NFT is transferred on the secondary market to a new buyer who is not a Club Owner (i.e., the new buyer does not own a Club NFT in their wallet), the associated Footium Player will remain registered to the last Footium Club with which it was registered. The Footium Player will continue to be usable within Footium games by the last registered Club until the new owner registers them with a new Club they own.
Prior to any such sale or transfer of a Footium NFT by you, you must:
provide written notice to the would-be transferee that such transferee’s exercise of the license rights included as part of the Footium NFT will be conditional upon such transferee agreeing to be bound by these Terms.
ensure that such transferee is provided with an opportunity to review these Terms.
After any such sale or transfer of the Footium NFT to the transferee, your right to use and display the relevant Digital Asset will immediately terminate (without the requirement of notice) in accordance with Paragraph 8.4 below.
Disclaimer. To the fullest extent allowed by applicable law, Footium is under no circumstances responsible or liable for any loss or damage that may occur during the transfer, withdrawal, sale, or exchange of Footium NFTs outside the Footium Marketplace or the Website, including on Third-party Marketplaces.
Each underlying Footium NFT is linked to a Digital Asset within Footium and this will be recorded within the relevant Footium NFT on the Blockchain. However, each Digital Asset is also a separate intangible asset (or a collection of separate intangible assets) in which intellectual property rights arise. We (or our third-party licensors) retain ownership of Digital Assets at all times, including all patent rights, image rights, copyrights, trade secrets, trade marks, know-how or any other intellectual property rights recognised in any country or jurisdiction in the world. The purchase of Footium NFTs does not give you any right of ownership over the intellectual property rights or any other rights in the Digital Assets. Purchasing a Footium NFT means you are purchasing a Cryptoasset and you thereby obtain a limited license from us to use the associated Digital Asset within Footium that is subject to the restrictions set out in this Paragraph 8.
License attached to each Footium NFT. Subject to compliance with these Terms, including (without limitation) the license restrictions in Paragraph 8.3 below, by owning one or more Footium NFT(s), you are hereby granted:
a worldwide license to use the Digital Asset(s) linked to the Footium NFT(s) that you own for the duration that you own the relevant Footium NFT(s), and any other use of such Digital Assets is strictly prohibited.
License restrictions. The license granted by Paragraph 8.2 over the Digital Assets linked to a Footium NFT (whether or not the underlying Footium NFT is owned by you) is limited in a number of ways as set out below. This license is:
sole, meaning that you and we can each use the Digital Assets within Footium, but we may not grant any further licenses to any third-parties over the Digital Assets
revocable, meaning that we can terminate this license in the circumstances set out in these Terms
personal and not sub-licensable, meaning that the license is only for your benefit and you may not grant a license to anyone else (only we may grant licenses to use the Digital Assets)
non-commercial, meaning that you can only use the Services for private domestic purposes and not for commercial purposes
non-transferable, meaning that you cannot assign the rights under this license to any other person (if you sell a Footium NFT, we shall grant a new license to the new owner in accordance with Paragraph 8.4 below)
your license is limited to the purposes we set out in these Terms and for the duration that these Terms are in force
your license is conditional on your compliance in full with these Terms
License transfer. Upon the sale or other legal disposal of a Footium NFT, the license granted by Paragraph 8.2 above will automatically terminate and the purchaser of that Footium NFT will automatically be granted a new license under Paragraph 8.2 above
Footium reserves the right at all times to manage, regulate, control, modify, and/or remove Digital Assets within the game for reasonable technical or commercial reasons, at its sole discretion, and Footium is under no obligation to reimburse you in respect of any money you may have spent to purchase any underlying Footium NFTs relation to those Digital Assets or to compensate you or anyone else for any resulting losses.
In the course of playing Footium or accessing other Services, you may upload, transmit, create, or generate data within Footium or other Services, which may include (without limitation) content like your profile picture, your in-game text or video chat, in-game artwork, designs for football clubs, strips and players, elements of Digital Assets or other content authored or designed by you (whether or not using Footium’s editing tools) and other software, graphics, audio, video and other materials (collectively, “UGC”).
You shall retain all of your rights of ownership that may exist in your UGC under the laws of any relevant country or state, including any intellectual property rights. Nevertheless, you acknowledge that this UGC shall not be confidential information. You also waive any moral rights that may arise in your UGC throughout the world, to the maximum extent permissible by applicable law. Moral rights include certain author’s rights, including the right to be identified as the author of the UGC or the right to object to a derogatory treatment of that UGC.
You grant us the personal right (known as a ‘license’) to use your UGC however we wish and in all media (including in respect of uses not yet known or contemplated), whether or not in connection with the Services, including (without limitation) the right to reproduce or adapt your UGC and to communicate to the public, lend, distribute or otherwise commercially exploit your UGC. This license shall further be:
worldwide, meaning that we can use the UGC anywhere in the world
perpetual, meaning that it lasts forever, even after these Terms cease to apply
irrevocable, meaning that you cannot revoke this license to us
transferable and sub-licensable, meaning that we can freely assign and sub-license this license from to others without asking you for permission
royalty-free, meaning that you cannot charge us to use the UGC
You must not use the Services to create or transmit any UGC that
is defamatory, offensive, abusive, fraudulent or otherwise objectionable
is pornographic, profane, sexually explicit or indecent
incites violence or racial hatred or discrimination
amounts to a criminal offence or encourages one, gives rise to civil liability or otherwise breaks any local, state, national or international law
contains advertising, promotions or commercial solicitations of any kind, including (without limitation) spam, junk mail, chain letters, pyramids schemes or similar
constitutes or contains false or misleading indications of origin or statements of fact, including (without limitation) anything that is used to misrepresent your identity or affiliation with any person (including by concealing you IP address)
infringes the rights of third parties including (without limitation), copyrights, trade marks, patents, design rights, moral rights, rights of privacy, rights of publicity or another proprietary right
is reasonably likely to harass, upset, embarrass, alarm or annoy any other person
We have the right, but not the obligation, to monitor, approve, verify, modify and remove uploaded UGC from our Services at any time in our absolute discretion. This may be because it infringes the rights of someone else, it breaches these Terms, we consider that it may bring us or our Services into disrepute or for any other reason at our sole discretion. Nonetheless, you acknowledge that we cannot actively monitor all UGC and we make no promise to do so. You understand and agree that all UGC that a person may create and distribute when using our Services, whether publicly posted or privately sent to someone else, is the sole responsibility of that person. This means that you, not us, are entirely responsible for all UGC that you may upload, communicate, transmit or otherwise make available on our Services.
We will provide the Services using reasonable skill and care.
We will use reasonable endeavours to make the Services available to you, but we cannot guarantee that the Services will be available on an uninterrupted basis. Your access to the Services may be disrupted to allow for appropriate maintenance, repairs, upgrades and the introduction of new functionality. At times, unscheduled downtime may be necessary, including for security purposes. Further, owing to the inherent nature of the internet and related technologies, errors, interruptions and delays may occur in the Services from time to time. We will use reasonable endeavours to try to limit the frequency and duration of downtime, to the extent within our reasonable control.
We cannot guarantee that the Services will be free from errors, bugs or viruses. We also cannot guarantee that the content or information provided in the Services is accurate or complete. As with all software and services accessed through an electronic device, we recommend that you use anti-virus software while using the Services. We also recommend that you have an up-to-date back-up of all the content on your device before using the Services.
We may modify, cease to offer or cease to support the Services from time to time. We will use reasonable endeavours to inform you at least 30 days in advance of any significant changes or disruptions to the Services by using in-game notifications or through other appropriate means. However, we reserve the right to suspend the Services with immediate effect without notice where there are serious grounds for doing so (for example, where there is a real risk of loss or harm to us or other players).
From time to time, we may make it a requirement for you to install patches, updates or additional content to the Services or update your electronic device or web browser in order for you to continue accessing the Services, for example, in order to enhance gameplay, to add new features or to resolve bugs. We may also perform these updates remotely, including by modifying the App or other Footium software installed on your device, and you acknowledge that we are not required to notify you before doing so.
You must comply with the laws that apply to you in the country or state in which you live or from which you access our Services. If any laws applicable to you restrict or prohibit you from using our Services, you must comply with those legal restrictions or, if necessary, stop using our Services.
You must not:
use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into Footium
use the Services in any manner that would be antisocial, offensive or disruptive to other players and users of the Services, such as:
bullying, stalking or other harassing
using vulgar, obscene, discriminatory or sexually explicit communications
taking unfair advantage of obvious exploits or bugs in Footium
"flaming," "spamming," "flooding," "trolling," or "griefing"
infringe our intellectual property rights or those of any third party in relation to your use of Footium and other Services
use the Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users
copy Footium, any Website content or other works made available to you as part of the Services, except as part of the normal use of the Services or where it is necessary for the purpose of making a back-up or for operational security
decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Services or any part of them (except as and only to the extent allowed by applicable law)
collect, ‘scrape’, ‘mine’ or ‘harvest’ any information or data from the Services or our systems or attempt to decipher any transmissions to or from the servers running the Services
perform services for someone within Footium or otherwise within the Services in exchange for payment outside of Footium or other Services
make available the Services to any person in any form, whether in whole or in part, except to a Child for whom you are the parent or legal guardian in accordance with these Terms
use, develop, host or distribute cheats, automation software (‘bots’), modded lobbies, hacks, mods or any other unauthorized third-party software in connection with the Services, or engage in any form of cheating, botting, boosting, or booting, or otherwise attempt to circumvent technological measures designed to control access to, or elements of, Footium or other Services
Footium may include multiplayer gameplay such as player-versus-player competitive or player-versus-environment cooperative interactions. We may monitor your and other players’ communications and interactions from time to time, but we are limited in our ability to do this by limitations of technology and applicable law. You are responsible for your communications and interactions with other users of our Services.
In order to play Footium or access our other Services, the device that you use may need to meet certain minimum hardware and software requirements. You will need to access the Services via a web browser, such as Google Chrome®, and you will need to own a Wallet holding the relevant Footium NFTs to participate in the Services. You may also require an internet connection with minimum upload and download speeds to access the Services. We will use reasonable endeavours to notify you of the relevant minimum requirements before you access our Services, but these are subject to change from time to time. If the device you are using does not meet the minimum requirements to access Footium or other Services, we cannot accept any responsibility if they do not operate properly or if they cause any damage to your device.
The prices of Crypto assets are extremely volatile and can go down as well as up. Fluctuations in the price of Crypto assets and other digital assets could materially and adversely affect the value of your Footium NFT(s), which may also be subject to significant price volatility. We cannot guarantee that any purchasers of Footium NFTs or other Footium related Crypto assets will not lose value.
You acknowledge that Footium is a game where certain “dynamic” aspects of the Digital Assets linked to your Footium NFTs will change depending on how the Digital Assets are used and developed within the game. The value of your Footium NFTs may be negatively impacted if you fail to perform within the game (for example, where your Footium Club is relegated to a lower League this may impact the value of your underlying Club NFT, or where you fail to develop a Footium Player to his full potential this may impact the value of the underlying Player NFT).
The age of a particular Footium Player is likely to impact the value of the underlying Player NFT. As a Footium Player ages, their performance attributes will naturally decline (as they age beyond their peak years) before the Footium Player ultimately retires within the game. This means the value of a typical underlying Player NFT will naturally decline over time, as the associated Footium Player ages towards retirement.
You are solely responsible for determining what, if any, taxes apply to your Footium-related transactions. Footium is not responsible for determining the taxes that apply to your transactions via the Services.
We may host the Digital Assets and Footium itself, but we do not store, host, or receive Footium NFTs. This is because the Footium NFTs exist only by virtue of the ownership record maintained on the Blockchain which support our Services. Any transfer of Footium NFTs occur only on the Blockchain network.
There are inherent risks associated with using an Internet-based currency (including cryptocurrencies like ETH), 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 unauthorised access to information stored within your Wallet. You accept and acknowledge that Footium will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum network, however caused.
A lack of use or public interest in the creation and development of distributed ecosystems could negatively affect the development of the Footium ecosystem, and therefore the potential utility or value of Footium NFTs.
The regulatory regime governing blockchain technologies, cryptocurrencies, tokens and other Crypto assets is uncertain, and new regulations or policies may materially adversely affect the development of the Footium ecosystem, and therefore the potential utility or value of Footium NFTs.
The Services rely on the functionality of third party platforms and services (such as MetaMask, TrustWallet, etc.), to carry out NFT and Crypto asset transactions, so the availability of the Services will also depend on them. Footium will not be responsible for any failures, disruptions, errors, distortions or delays you may experience when using such third-party platforms and services, however caused.
In the event that the author of the works whose license has been granted to Footium for the creation of (all or part of) a Digital Asset linked to a Footium NFT exercises his/her moral right of withdrawal, Footium reserves the right to substitute the artwork (or other relevant Digital Asset) with different artwork for which it has the rights to display within the game and provide to you under a license in accordance with these Terms.
When you purchase a Footium NFT directly from Footium on the primary market (by generating a Footium Player from the Footium Club Academy), the “signing fee” you pay in consideration for the issuance of that NFT will be collected in full by Footium (our “Fee”).
Upon the transfer of any Footium NFT by you to another person, in consideration of the transfer of the license rights set forth in these Terms, the ongoing hosting of any Digital Asset and any other associated services, you will pay (or caused to be paid) to Footium a commission as follows (our “Commission”):
an amount equal to 2.5% of the total amount paid by the acquiror of a Player NFT (without any deductions of any kind)
an amount equal to 5% of the total amount paid by the acquiror of a Club NFT (without any deductions of any kind)
If the Footium Marketplace or the relevant Third-party Marketplace used to facilitate the transfer of a Footium NFT captures and pays the full amount of the Commission you owe directly to Footium, then you will have no obligation to pay any additional amounts.
We may suspend your access to the Services if we reasonably believe that you have breached any of these Terms.
If we suspend your access to the Services:
we will use reasonable endeavours to notify you via the Website
you will not be able to access the Services during the period of suspension, while we investigate the relevant circumstances
depending on the outcome of our investigation, you may be permanently excluded from the Services
If you are in breach of these Terms, we can terminate this Agreement immediately at any time and without refunding any payments made by you. If we do this, we will endeavour to give you reasonable notice that we are terminating this Agreement (save that we reserve the right to terminate this Agreement with immediate effect where we deem you to have committed a material breach of these Terms).
We can also terminate this Agreement immediately at any time for technical or operational reasons beyond our reasonable control. If we do this, we will give you as much notice as reasonably possible.
If we terminate this Agreement or otherwise permanently excluded you from the Services in accordance with these Terms:
you must immediately stop all activities authorised by these Terms, including your access to the Services
the license granted to you under Paragraph 8.2 in relation to the Digital Asset(s) linked to Footium NFT(s) that you own will immediately cease
we reserve the right to de-link any Footium NFTs that you own from our game environment.
You must also accept and comply with all terms and rules of third-party platforms and browsers that make the Services available to you. Any breach of the terms or rules of any such third-party platforms shall also be deemed to be a breach of this Agreement by you.
Where the Services contain links to, and connect with, other services and resources provided by third parties, we have no control over the content of those services or resources and we make no warranties or representations as to the legitimacy, accuracy or quality of such third-party services or resources. Any external site that you visit by clicking through a link on the Services is entirely at your own risk. We accept no responsibility for their content, behaviour, safety or treatment of your personal data.
Subject to Paragraph 16.2 below, if we fail to comply with this Agreement, we are responsible for loss or damage you suffer that is a reasonably foreseeable result of our unremedied breach of this Agreement. Loss or damage is reasonably foreseeable only where it could be reasonably contemplated by you and us at the time and date you agreed to these Terms.
We are not liable to you for the following types of loss or damage that may arise from your use of the Services:
loss or damage not caused by our breach of these Terms or our negligence
any increase in loss or damage resulting from breach by you of any of these Terms
loss or damage not reasonably foreseeable by you and us when you agreed to these Terms, including loss or damage that occurs in consequence of such loss or damage, for example, loss of data, loss of opportunity, service interruption, computer or other device failure or financial loss
loss or damage to any device on which you access or use any of our Games or other Services or to any data on that device, unless that damage is directly caused by our failure to exercise reasonable skill and care in the provision of the applicable Games or other Services
loss or damage that you suffer as a consequence of the actions or omissions of third parties, including platforms, publishers or other users of the Services
any indirect, consequential, punitive or special loss or damage
any loss or damage if the Services are not provided to you or are interrupted or suspended or if we do not comply with the Terms because of events beyond our reasonable control, including (without limitation), an act of God, storm, fire, flood, internet outage, epidemic or pandemic, strikes, or riots
The Services may only be accessed by you for private non-commercial use under these Terms. Nevertheless, if you use the Services for commercial purposes in breach of these Terms, we will not be liable to you for any loss of profit, loss of business, loss of anticipated savings, loss of reputation and/or depletion of goodwill
If the consumer law of the country or state in which you are resident does not permit any of the limitations of liability set out in Paragraphs 11.1, 11.2 or 11.3, then those limitations of liability shall apply only to the maximum extent permitted by the laws of such jurisdictions. Nothing in these Terms shall affect any statutory rights that you may have as a consumer of the Services
We do not limit our liability to you for death or personal injury caused by our negligence or the fraud of our employees or other representatives or for anything else where it would be unlawful to do so under applicable law
When we process your personal data, we will do so in accordance with the data protection laws that apply to us and in accordance with our Privacy Policy. Please read it carefully.
We may need to amend these Terms and our Privacy Policy from time to time, for example, in order to ensure that we remain compliant with applicable law or to reflect any changes we make to the Services or otherwise.
You can find a copy of these Terms by visiting the Website at the following URL: https://footium.club/terms-of-use. If we make any changes to these Terms, we will upload an amended version of the Terms to this URL. We may also make available the amended version of these Terms within Footium and on any third-party platforms where the Services are made available. Where any changes are not minor, we will endeavour to give you notice of these changes with an in-game notification or through other appropriate means.
Your continued use of the Services after any changes to the Terms have been made by us will mean that you accept those changes to the Agreement. If you do not agree to any changes to the Terms, you may not continue to use the Services.
Any changes to these Terms will not affect your accrued rights and will not have any retrospective effect.
We will provide thirty (30) days’ notice of any changes to Paragraph 21. Changes will become effective on the 30th day and will apply only to any Disputes (as defined below) arising after the 30th day.
If you have a complaint, please let us try to resolve it first. You can send us details of your complaint by email to [email protected].
If you have entered into a financial transaction relating to one of the Services with anyone other than us, for example, by purchasing Digital Assets from another player or other third party, then you should contact the third party from whom you made the purchase in the first instance.
In the event of any dispute, controversy, or claim relating to these Terms (including the Privacy Policy), a Game, or the Services (a “Dispute”), both you and Footium shall first use best efforts to negotiate an informal resolution to such Dispute for at least thirty (30) days before initiating any formal proceeding. This informal negotiation period will commence upon written notice from one party to the other.
This Agreement, and any Dispute, shall be governed by and interpreted in accordance with English law, except for certain claims and disputes, for example, relating to consumer protection, unfair competition and tort, which may subject to the laws of the country or state in which you are resident.
The jurisdiction for any Dispute shall depend on the country or state in which you are resident. You may only bring legal proceedings in respect of a Dispute against us as follows:
if your country or state of residence is England or Wales: only in the courts of England and Wales
if your country or state of residence is the United States of America: arbitration proceedings in the United States of America strictly in accordance with Paragraph 21 below, which is entitled "Binding arbitration for residents of the United States of America”
if your country or state of residence is neither England and Wales nor the United States of America: in the courts of England and Wales or, alternatively, the courts of the country or state in which you are resident, if you are allowed to do so by the mandatory laws of the country or state in which you are resident.
You may not assign or otherwise transfer your rights under this Agreement to someone else for any reason (or attempt or purport to do so), unless we have first given you our express permission in writing, which we may withhold in our sole discretion. We may assign or otherwise transfer our rights and may sub-contract our obligations under this Agreement to anyone else.
Each of the terms and conditions of these Terms operates separately. If any court or other competent authority decides that any of them are unlawful or unenforceable, the remaining terms and conditions will remain in full force and effect.
Nothing in these Terms will create any relationship of partnership, agency or employment between us.
If we do not enforce our rights against you, or if we delay in doing so, that does not mean that we have waived our rights against you, and it does not mean that you are relieved of your obligations under this Agreement. If we do waive a breach by you, we will only do so in writing, and that will not mean that we will automatically waive any later breach by you.
If your country or state of residence is not the United States of America, then the provisions of this Paragraph 21 do not apply to you.
PLEASE READ THIS PARAGRAPH 21 CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE YOUR DISPUTE TRIED BEFORE A JURY.
If your country or state of residence is the United States of America, the BINDING ARBITRATION AND CLASS ACTION WAIVER provisions in this Paragraph 21 apply to any Dispute between you and Footium. You further agree that the Federal Arbitration Act (9 U.S.C. §1, et seq.) governs the interpretation and enforcement of this Paragraph 21 and this Agreement constitutes a transaction in interstate commerce. The provisions of this Paragraph 21 shall survive any termination of the Agreement.
As set out in Paragraph 19.3 above, please contact us first if you have a complaint. If you and Footium have not agreed a resolution within a period of thirty (30) days from the day when you first contacted us to try to resolve matters through informal dispute resolution. If you and Footium do not reach an agreed-upon solution within the informal Dispute resolution period, then, subject to the terms below, the Dispute will be finally and exclusively resolved by binding arbitration. Among other things, ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO COURT PROCEEDINGS (INCLUDING A JUDGE OR JURY) IN A STATE OR FEDERAL COURT AND THE GROUNDS FOR APPEAL BY YOU OR US ARE MORE LIMITED. Either you or Footium may elect to initiate binding arbitration, and the election to arbitrate a Dispute by one party shall be final and binding on the other.
If either we or you commence arbitration proceedings, all claims arising out of or relating to this Agreement (including its formation, performance and breach), the relationship between you and us and/or your use of the Services shall be finally settled by binding arbitration administered by JAMS, a national arbitration body based in the United States of America, and governed in accordance with the provisions of these Terms and the procedural rules of JAMS that are in effect when the arbitration commences, excluding any rules that permit arbitration on a class or representative basis (the “JAMS Rules”). For a copy of the JAMS Rules or more information about JAMS and commencing arbitration proceedings, please visit www.jamsadr.com.
There shall be a single neutral arbitrator appointed by agreement between us in accordance with the Jams Rules. The place (or ‘seat’) of the arbitration shall be New York City, New York. To the extent permitted by the JAMS Rules, you may choose to participate in arbitration remotely by videoconference or teleconference. The arbitrator and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, or whether a claim is subject to arbitration. Additionally, the arbitrator shall apply the law of the United States and the arbitrator shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of the Agreement. The arbitrator’s award shall be written and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrator may grant whatever relief would be available to a court under law or in equity. Nothing in this Paragraph 21 shall in any way limit either party’s rights to bring a limited proceeding in a court of competent jurisdiction to compel arbitration pursuant to these Terms, to stay a pending proceeding in favour of arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
YOU UNDERSTAND AND HEREBY AGREE THAT, BY ACCEPTING THESE TERMS, YOU ARE WAIVING THE RIGHT TO BRING A LAWSUIT IN COURT AND TO HAVE YOUR CLAIMS HEARD BY A JURY. YOU FURTHER ACKNOWLEDGE AND AGREE THAT, ABSENT THIS MANDATORY PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL; AND THAT, IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COSTS OF LITIGATION AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED IN ARBITRATION THAN IN COURT.
YOU AND FOOTIUM FURTHER AGREE THAT ANY ARBITRATION OR OTHER PERMITTED ACTION SHALL BE LIMITED TO THE DISPUTE BETWEEN YOU AND US, AND SHALL BE CONDUCTED IN YOUR AND OUR INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION, AND THAT YOU AND FOOTIUM EXPRESSLY WAIVE OUR RIGHTS TO FILE A CLASS-ACTION OR SEEK RELIEF ON A CLASS BASIS. YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. IF ANY COURT OR ARBITRATOR DETERMINES THAT THE CLASS ACTION WAIVER SET FORTH IN THIS PARAGRAPH IS VOID OR UNENFORCEABLE FOR ANY REASON OR THAT AN ARBITRATION CAN PROCEED ON A CLASS BASIS, THEN THE ARBITRATION PROVISION SET FORTH ABOVE SHALL BE DEEMED NULL AND VOID IN ITS ENTIRETY AND THE PARTIES SHALL BE DEEMED TO HAVE NOT AGREED TO ARBITRATE DISPUTES.
As an exception to the agreement on a binding arbitration under this Paragraph 21 either party may bring legal proceedings in respect of a Dispute before a state or federal court in the United States of America or elsewhere where the legal proceedings only assert claims relating to intellectual property infringement (including claims relating to patents, copyright, moral rights, trade marks and designs, but not claims relating to any license granted by these Terms).
You have a limited right to opt out and not be bound by the arbitration and class action waiver provisions in this Paragraph 21 by sending a written notice of your decision to opt-out marked for the attention of Footium’s legal team to the following address: Footium, Kemp House, 128 City Road, London, United Kingdom, EC1V 2NX. To be effective, your written notice must be received by Footium within 30 days of your first use of our Services, otherwise you shall be bound to arbitrate disputes in accordance with the terms of this Paragraph 21. If you choose to opt out of these arbitration provisions, we also will not be bound by them.
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