Vermilion Terms and End User License Agreement

Last Updated: 25 April 2024

PLEASE READ THIS AGREEMENT BEFORE USING INSTALLING OR PLAYING THE GAME FORGOTTEN PLAYLAND OR OTHERWISE USING THE PLATFORM (INCLUDING OUR WEBSITE AND ANY SUB-URL OF IT). IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU MAY NOT INSTALL OR OTHERWISE ACCESS FORGOTTEN PLAYLAND OR THE PLATFORM.

1. Acceptance of the Agreement

This end user license agreement is entered into by and between you and Vermilion Studios Limited, incorporated in Gibraltar (including all affiliates and subsidiaries, collectively referred to as, “Vermilion,” “we,” “us,” or “our”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, this “Agreement”), govern your access to and instalment and use of the social party game named Forgotten Playland (the “Game”), in addition to any content, functionality, and services offered through or otherwise in connection with the Game or https://forgottenplayland.com (or any sub-URL of such site), whether installed or used on a computer, console, or mobile device (collectively, the “Platform”).

Please read this Agreement carefully before you start to use the Platform. By installing or otherwise using the Platform you accept and agree to be bound and abide by this Agreement, including our Privacy Policy, incorporated herein by reference and available at https://forgottenplayland.com/privacy-policy.

If you do not agree to this Agreement, you must not access or install the Game, or otherwise access or use the Platform.

2. About Your Use of the Platform

Your use of the Platform requires a license (see sections 6 and 7 of this Agreement). In no event will any ownership to the Platform be sold or otherwise transferred to you, unless otherwise explicitly agreed with us.

To use the Platform, you may be required to register an account in accordance with the terms of this Agreement (an “Account”). When you create or update an Account you must provide Vermilion with accurate and up to date information as may be required from time to time, including in accordance with applicable laws. You are responsible for maintaining the confidentiality and security of your own Account (see further info in section 5 of this Agreement).

To use parts of the Platform, a user may need to use a third-party, non-custodial wallet software that allows the user to interact with public smart contracts and blockchains for the purpose of unlocking certain features relating to the Platform. We do not operate, maintain, or provide any wallets or wallet services. We will at no time have any custody or control of any crypto-assets that any user is interacting with or using to unlock certain features in relation to the Platform. We are not a wallet provider, exchange, broker, lender or borrower.

As part of our Platform, you may from time to time gain access to decentralized open-source smart contracts deployed on public blockchains, such as the Beam network. Our Platform is distinct and separate from any of the smart contracts that may be accessed through it, and is merely one of multiple means of accessing such smart contracts. Users can interact with the same smart contracts otherwise directly, including to develop and build their own user interfaces on top of such smart contracts.

Our Platform may change, which may require that we include additional terms for certain new parts of the Platform (which, in such event, will be construed as part of the “Platform”). We reserve the right in our sole discretion to modify or discontinue any parts of the Platform at any time and without any liability.

3. Who May Use the Platform

To use the Platform, represent and warrant that you (i) are an adult of the legal of majority in your country and state of residence, (ii) are not barred to use the Platform under any applicable law, and (iii) are using the Platform only for your own personal use. The Platform is under no circumstance intended for children under 13 years of age. If you do not meet these requirements, you must not access or use the Platform.

4. Changes to the Agreement

We may revise and update this Agreement from time to time in our sole discretion. All changes are effective immediately when we post them.

Your continued use of the Platform following the posting of a revised Agreement means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

5. Accessing the Platform and Account Security

We reserve the right to withdraw or amend the Platform, and any service or material we provide on the Platform, in our sole discretion without notice. We do not guarantee that our Platform or any content on them will always be available or be interrupted. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or entire Platform, to users.

You are responsible for:

● Making all arrangements necessary for you to have access to the Platform; and

● Ensuring that all persons who access the Platform through your internet connection are aware of this Agreement and comply with them.

To access the Platform or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current, and complete. You agree that all information you provide to use the Platform, including, but not limited to, using any interactive features on the Platform, is governed by our Privacy Policy, and you consent to all actions we may take with respect to your information that are consistent with our Privacy Policy.

You should use particular caution when inputting personal information onto the Platform on a public or shared computer so that others are not able to view or record your personal information.

6. Intellectual Property Rights

Unless otherwise indicated, the Platform is our proprietary property and all source code, databases, functionality, software, website designs, information, audio, video, text, photographs, and graphics on the Platform (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (collectively, the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright, trademark and other intellectual property laws and international conventions. You are not permitted to use the Marks without the prior written consent of the owner of the Mark.

Except as expressly provided herein, Vermilion and its licensors do not grant any express or implied license to the Platform or the Content. You agree not to copy, reproduce, aggregate, republish, download, post, display, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, sell, reverse engineer, create derivative works based on, or otherwise exploit for any commercial purposes whatsoever, the Platform or the Content, without our express prior written permission.

You may not modify or alter the Content in any way. We and our licensors (as applicable) reserve all rights not expressly granted to you in and to the Platform, the Content and the Marks.

7. Grant of License

If you accept and comply with the terms of this Agreement, Vermilion will grant, and you will receive, a limited non-sublicensable, non-exclusive and revokable license (the “License”) to the following only:

· Install applicable components or features of the Platform (including the Game) on one or more computers or mobile devices under your legitimate control.

· Access and use the Platform and the Content to which you have properly gained access solely for your personal, non-commercial use.

· To use any virtual in-game assets or currencies (“Virtual Items”) on the Platform only; Virtual Items are not substitute for real currency and will not earn interest, have an equivalent value in real currency nor be redeemable or exchangable for real currency.

· To be able to use certain crypto-assets owned by the user to unlock certain features on the Platform.

Vermilion may suspend or terminate your License, or parts, components and/or single features thereof, if you conduct any of the Prohibited Uses as set out in section 8 below or otherwise do not comply with the Agreement, and/or if you violate, or assist others in violating, the specific License limitations set forth in this Agreement. In case of such a license suspension or termination you will not be entitled to any compensation in regard to the respective suspended or terminated License. For the avoidance of any doubt, as any crypto-assets owned and used by you in connection with the Platform are not controlled by us, you will maintain and retain ownership and control over such crypto-assets (unless disposed of by you by other means), including in the event that your License is terminated or suspended.

8. Prohibited Uses

You may use the Platform only for lawful purposes and in accordance with this Agreement. You agree not to use the Platform:

● In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries, or applicable sanctions laws);

● In the event we offer Virtual Items, you will not gather these for sale/selling/exchanging outside of the Platform (for the avoidance of doubt, this does not include crypto-assets residing on the blockchain outside of the Platform but which may be used to unlock certain features on the Platform are not included as they are not under our control).

● For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;

● To send, knowingly receive, upload, download, use, or re-use any material which does not comply with this Agreement;

● To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation;

● To impersonate or attempt to impersonate Vermilion, a contractor of Vermilion, another user, or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing); and

● To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm Vermilion or users of the Platform or expose them to liability.

Additionally, you agree not to:

● Use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform;

● Use a VPN or any other privacy or anonymization tools to circumvent, or attempt to circumvent, any restrictions that apply to the Platform (general use of VPN for other purposes shall however be permitted);

● Use any robot, spider, or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform;

● Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without our prior written consent;

● Use any device, software or routine that interferes with the proper working of the Platform;

● Introduce to the Platform any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;

● Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server(s) on which the Platform is stored, or any server, computer or database connected to the Platform;

● Attack the Platform via a denial-of-service attack, a distributed denial-of-service attack or similar; and

● Otherwise attempt to interfere with the proper working of the Platform.

9. Reliance on Information Posted

The information presented on or through the Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.

The Platform may include content provided by third parties, including materials provided by third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, other than the content provided by Vermilion, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Vermilion. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

10. Changes to the Platform

We may update the content on the Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.

11. Information About You and Your Visits to the Platform

All information we collect on the Platform is subject to our Privacy Policy. By using the Platform, you consent to all actions that may be taken by us with respect to your information in compliance with the Privacy Policy.

12. Other Terms and Conditions

Additional terms and conditions may also apply to specific portions, services or features of the Platform. All such additional terms and conditions are hereby incorporated by this reference into this Agreement.

13. Linking to the Platform and Social Media Features

You may link to our Platform, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.

14. Links from the Platform

If the Platform contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked on the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such website. We reserve the right to withdraw linking permission without notice.

15. Geographic Restrictions

Access to the Platform, or some parts of it, may not be legal by certain persons or in certain countries and we may impose geographic restrictions like geoblocking certain jurisdictions. Your choice to access is on your own initiative and you are responsible for compliance with local laws.

16. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that the Game or other parts of the Platform available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER VERMILION NOR ANY PERSON ASSOCIATED WITH VERMILION MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER VERMILION NOR ANYONE ASSOCIATED WITH VERMILION REPRESENTS OR WARRANTS THAT THE PLATFORM, THEIR CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVER(S) THAT MAKES THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

VERMILION HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF WARRANTIES OR LIMITATIONS ON THE DURATION OF IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU IN THEIR ENTIRETIES, BUT WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

17. Limitation on Liability

IN NO EVENT WILL VERMILION, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITE LINKED TO THE PLATFORM, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW WHICH MAY INCLUDE FRAUD.

18. Indemnification

You agree to defend, indemnify, and hold harmless Vermilion, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of this Agrement or your use of the Platform, including, but not limited to, any use of the Platform’s content, services and products other than as expressly authorized in this Agreement or your use of any information obtained from the Agreement.

19. Governing Law and Jurisdiction

All matters relating to the Platform and this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of Gibraltar without giving effect to any choice or conflict of law provision or rule (whether of Gibraltar or any other jurisdiction).

Any dispute arising out of or in connection with the Platform and this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration (“LCIA”), which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, United Kingdom. The language to be used in the arbitration shall be English. You and Vermilion agree to submit all Disputes between you and Vermilion to individual binding arbitration. “Dispute” means any dispute, claim, or controversy between you and Vermilion that relates to the Platform and this Agreement.

If a Dispute must be arbitrated, you or Vermilion must start arbitration of the Dispute within one (1) year from when the Dispute first arose. If applicable law requires you to bring a claim for a Dispute sooner than one (1) year after the Dispute first arose, you must start arbitration in that earlier time period. Vermilion encourages you to tell us about a Dispute as soon as possible so we can work to resolve it. The failure to provide timely notice will bar all claims.

In any Dispute, the arbitrator will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.

Any breach by you of this Agreement could cause Vermilion irreparable harm for which it has no adequate remedies at law. Accordingly, Vermilion is entitled to seek specific performance or injunctive relief for any such breach. Nothing in this section will preclude Vermilion from seeking specific performance or injunctive relief from a court of appropriate jurisdiction.

20. Waiver and Severability

No waiver by Vermilion of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Vermilion to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.

21. Entire Agreement

This Agreement, including without limitation, our Privacy Policy, and other terms and conditions applicable at the time you access the Platform constitute the sole and entire agreement between you and Vermilion with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform.