Elixir Edition Nike Dunk Low Sneakers with NFC and NFT Capabilities

Dated of 25 of July 2024

1. Introduction

1.1 These Terms of Use (“Terms”) are issued by LAYER X LLC, a Republic of Georgia incorporated and VASP licensed entity (“the Company”), and govern your access and use of the website launchpad.elixir.games (“Website”) and associated platforms (“Platform”). These Terms apply to the purchase and use of Elixir Edition Nike Dunk Low physical sneakers, which include an NFC feature that enables the minting of an NFT and provides access to airdrops and other rewards.

1.2 Please read these Terms along with our Privacy and Cookie Policy carefully before using the Website or Platform. By using the Website or Platform in any capacity, you (“User”) agree that: (i) you have read and familiarized yourself with these Terms; (ii) you understand these Terms; and (iii) you agree to be bound by these Terms when using the Website or Platform. If you do not agree to these Terms, you should immediately stop using the Website and Platform. The Company and you are each a “Party” or together the “Parties.”

1.3 The Company reserves the right to modify or amend these Terms, or any content on the Website or Platform, including for security, legal, or regulatory reasons, or to reflect updates or changes to the service or functionality of the Website or Platform. You are advised to check these Terms periodically to ensure that you are aware of and are complying with the most current version. Changes are binding on users of the Website or Platform and will take effect immediately upon posting of the revised documentation on the Website or Platform. Your continued use of the Website and Platform constitutes your explicit and de-facto acceptance of such changes.

1.4 The Company will indicate that the Terms have changed by uploading the new Terms with an updated date on the Website. You accept that by doing so, the Company has provided you with sufficient notice of such change. The Company encourages you to seek professional advice regarding any tax and legal requirements related to your use of the Website, Platform, and any accessible software, interface, tool, and service.

2. Your Use of the Website and the Platform

2.1 The Website gives you access to a Platform that allows you to evaluate, purchase, or pre-purchase Elixir Edition Nike Dunk Low physical sneakers. These sneakers come with an NFC tag that enables you to mint an NFT and grants you access to exclusive airdrops and other rewards.

2.2 The Company is a Virtual Assets Service Provider as defined by FATF and is fully licensed by the relevant authorities in the Republic of Georgia to conduct this activity.

2.3 The Company may integrate third-party services into its user interface (“Third-party Services”). These will be clearly identified. The Company disclaims responsibility for these services, and you use them at your own risk, acknowledging that you have read and accepted the relevant terms and conditions of the service provider.

2.4 You must comply with all applicable domestic and international laws, statutes, ordinances, and regulations when accessing and using the Website and Platform. You may not use the Platform for any unlawful purposes.

2.5 You are responsible for obtaining the necessary data network access to use the Website and Platform. Your network’s data rates and fees may apply if you access or use the Website and Platform from a wireless-enabled device.

2.6 You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Website and Platform. The Website, Platform, and any Third-party Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

2.7 As electronic services are subject to interruption or breakdown, access to the Website and Platform is provided on an “as is” and “as available” basis only.

2.8 The Website and Platform cannot be accessed or used by any individual or entity located in the United States or any other jurisdiction prohibited by the Republic of Georgia authorities. The Company reserves the right to limit access to the Website and Platform to any person, geographic area, or jurisdiction at its sole discretion and may terminate your access at any time, including through IP filtering, VPN blacklisting, and GPS-based geofencing systems.

2.9 The Company may impose limits or restrictions on your use of the Website and Platform at its sole discretion. For commercial, security, technical, maintenance, legal, or regulatory reasons, or due to any breach of these Terms, the Company may withdraw the Website, Platform, and your access to them at any time without notice.

2.10 If you access the Website and Platform by connecting your own decentralized self-custodial digital wallets (“Wallets”), be aware that these Wallets are third-party services of your choice. The Company disclaims liability for any issues arising from the use of these Wallets, including any failure, error, fault, or vulnerability that results in partial or total loss of any digital assets, tokens, or cryptocurrencies within the Wallets or during transfers to or from the Wallets.https://docs.google.com/document/d/1NyxwaqplKzZoRMUN-a9hGrYUXW69sV3YhjhlMg3vQlA/edit?usp=sharing

2.11 The Company reserves the right to cancel, waive, or annul any allocation of digital tokens acquired through the Platform if they remain unvested, locked-up, and undistributed. In such cases, you will receive a refund of the original amount in the same digital token or fiat currency used for the purchase.

2.12 The Company will apply KYC, KYB, AML, and CFT provisions as outlined in its policy and as required by the relevant authorities in the Republic of Georgia.

3. Intellectual Property

3.1 All remarks, suggestions, ideas, materials, or other information provided by you to the Company, or vice versa, will forever be the Company’s sole intellectual property.

3.2 The Company owns all present and future copyrights, registered and unregistered trademarks, design rights, unregistered designs, database rights, and all other present and future intellectual property rights related to the Website, Platform, and the Elixir Edition Nike Dunk Low sneakers, unless covered by any open-source software license, in which case the terms of such license will be followed as appropriate.

3.3 The Company does not warrant or represent that the content of the Website or Platform does not infringe the rights of any third party.

4. Prohibited Uses

4.1 The Company will strive to ensure that the Website and Platform do not accept deposits or interactions from the following known or suspected sources:

(a) Mixing services which attempt to obfuscate the source of funds;

(b) Centralized or decentralized exchanges which do not perform Know Your Customer (KYC) screening as part of their onboarding process;

(d) Any amount of funds known or suspected to belong to darknet marketplaces.

4.2 The Company retains the right to deny transactions to certain wallets upon receipt of deposits from these sources. The Company may also request any user of the Website or Platform, or the controller of a specific wallet address, to provide full KYC information if required by any relevant governmental, investigative, regulatory, or judicial authority. Attempts to circumvent these policies may result in similar actions.

5. Representations and Warranties

5.1 You hereby make the following representations and warranties to the Company:

(a) You are the exclusive and legitimate owner of any digital tokens and/or fiat currency that you will use to interact in any way with the Website or Platform, and any such assets were acquired legally.

(b) You validly undertake any actions or enter into any transaction with regard to these Terms.

(c) You understand and are aware of the risks associated with accessing or using the Website, Platform, and any Third-Party Services, and you accept full liability for any loss, including total loss of any fiat monies or digital tokens, including when they interact with your controlled Wallets.

(d) You shall use the Website and Platform in good faith and shall not use any of its elements to conceal or disguise the origin or nature of proceeds derived from illegal or criminal activities in any applicable jurisdiction.

(e) You are aware of how you are subject to any tax regulations in your jurisdiction and are fully responsible for filing, reporting, and paying any tax, duty, or other administrative payment as required by applicable law or regulation. The Company shall not be responsible for compensating you for your tax obligations or advising you on your tax issues. Any uncertainties and unpredictable matters in tax legislation with respect to digital assets may expose you to unknown or unforeseeable tax implications, for which the Company shall have no liability. Furthermore, you shall hold the Company harmless from any expenses and losses resulting from any unknown or unforeseeable tax implications.

(f) You shall not breach any terms stipulated in these Terms, the Privacy Policy, or any applicable laws and regulations in any relevant jurisdictions.

(g) You shall not interfere, intercept, or expropriate the Website, Platform, network system, data, or information.

5.2 You shall defend, indemnify, and hold harmless the Company, its affiliates, related or connected entities, and each of their respective employees, officers, directors, representatives, and beneficial owners from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or relating to any third-party claim concerning these Terms, or your use of the Website and Platform in violation of these Terms and any applicable law or regulation.

5.3 You understand and acknowledge that while the Company is licensed as a VASP, it is not necessarily a regulated financial or payment service of any kind in any jurisdiction beyond what is allowed by the terms of its current licensing in the Republic of Georgia. Any financial terms found on the Website or Platform are used only as a basic reference without any effective or legal meaning in a regulated or traditional financial environment.

5.4 Any third-party project listed on the Platform is not intended as an investment of any kind in any jurisdiction, nor is the Platform marketing, advertising, or soliciting any kind of investment, investment contract, or investment scheme.

5.5 The Company declines any liability related to any third-party project that you may participate in any way, format, or capacity through the Platform.

5.6 Each of the representations and warranties in these Terms shall survive and continue to have full force and effect after the execution of these Terms.

5.7 The Company makes no representation, warranty, or guarantee of any kind. Access and usage of the Website and Platform are offered strictly on an as-is basis and, without limiting the generality of the foregoing, are also offered without any representation as to merchantability or fitness for any particular purpose by themselves or when interacting with any Third-Party Service or any of the Wallets.

6. Risk Disclosure

By accessing or using the Website, you expressly acknowledge and assume the following risks:

6.1 Risk of loss in value (up to and including total loss) of any digital assets accessible through the Website and Platform, including NFTs minted from the Elixir Edition Nike Dunk Low sneakers. These digital assets are not issued, protected, guaranteed, or regulated by any central banks or national, supra-national, or quasi-national organizations and are not backed by any hard assets or other credit. The value of digital assets can be affected by several factors, including but not limited to:

(a) The total number of digital assets in existence;

(b) The continued willingness of market participants to exchange government-issued currency for digital assets;

(d) Purchasers’ expectations with respect to the rate of deflation of cryptocurrencies, interest rates, currency exchange rates, cyber theft of cryptocurrencies from online digital wallet providers or news of such theft from such providers or individuals’ digital wallets;

(e) Investment and trading activities of large investors;

(f) Monetary policies of governments;

(g) Trade restrictions;

(h) Currency devaluations and revaluations;

(i) Regulatory measures; or

(j) Global or regional political, economic, or financial events and situations.

All these factors may affect the value of digital assets, which may result in the permanent, partial, or total loss of the value of a particular digital asset. No one is obliged to guarantee the liquidity or the market price of any digital assets you use to interact with the Website and Platform. The volatility and unpredictability of the value of digital assets relative to government-issued currency may result in significant loss over a short period of time.

6.2 The regulatory regime governing digital assets and the regulatory framework relating to digital assets remain unsettled. Any laws, regulations, or guidelines may be significantly revised and amended, materially and adversely affecting the value of digital assets.

6.3 The Website and Platform may experience system failures, unplanned interruptions in their network or services, hardware or software defects, security breaches, or other causes that could adversely affect their infrastructure network. The Company cannot anticipate or efficiently handle simultaneous service incidents, including hacks, cyber-attacks, mining attacks, such as double-spend attacks, majority mining power attacks, selfish-mining attacks, re-entrancy attacks, distributed denials of service, or errors, vulnerabilities, or defects in any component of the Website, Platform, or related technology. These issues could also disrupt the usability, stability, and security of the Platform and any related digital token, digital asset, or cryptocurrency, including when stored in Wallets.

6.4 The Company shall have no liability for any delay, error, interruption, or failure to perform any obligation under these Terms where such delay or failure is directly or indirectly resulting from causes beyond the Company’s control, including but not limited to:

(a) Acts of God, nature, court, or government;

(b) Failure or interruption in public or private telecommunication networks, communication channels, or information systems;

(d) Delay, failure, or interruption in, or unavailability of, third-party services; or

(e) Strikes, lockouts, labor disputes, wars, terrorist acts, and riots;

(f) Global pandemics and other public health emergency crises.

6.5 You understand and agree that you use the Website and Platform at your sole, exclusive, and own risk. This clause is not exhaustive and does not disclose all the risks or potential risks associated with digital assets. You are strongly recommended to carefully consider whether such use is suitable for you in light of your circumstances and financial position.

7. Limitation of Liability

7.1 Notwithstanding any provision contained within these Terms, in no event shall either Party be liable to the other for any type of incidental, special, exemplary, punitive, indirect, or consequential damages, including but not limited to lost revenue, lost assets (digital or otherwise), lost profits, replacement goods, loss of technology, loss of data, or interruption of service or equipment use, even if such Party was advised of the possibility of such damages, and whether arising under a theory of contract, tort, strict liability, or otherwise.

7.2 The Company and/or its affiliates, connected or related companies shall not be liable for:

(a) Your own management or performance of your owned digital assets (including any reduction in value, even if up to a total loss); or

(b) Any taxes or duties payable in relation to your digital assets.

7.3 Except as expressly provided in these Terms, to the maximum extent permitted by any applicable law or regulation, the Company disclaims all other representations or warranties, express or implied, made to you, your affiliates, or any other person, including without limitation any warranties regarding the quality, suitability, merchantability, fitness for a particular purpose, or otherwise (regardless of any course of dealing, custom, or usage of trade) of any service or any goods provided incidental to the Website and Platform under these Terms. The liabilities of the Company in respect of representations and warranties that are excluded under these Terms, at the Company’s sole option, are limited to any one of resupplying, replacing, or repairing or paying the cost of resupplying, replacement, or repairing or paying the cost of resupplying the functions of the Website in respect of which the breach occurred.

7.4 The Company shall have no liability for any Third-Party Services providers to you or your use, ownership, or interaction with any Wallets. The Company makes no representations or warranties whatsoever, express or implied, as to the accuracy, totality, timeliness, appropriateness, suitability, or vigor for any purpose or use of such Third-Party Services or Wallets, products, services, and information, customer and technical support, or web presence, or any of their presentations or representations. You acknowledge and agree that the Company shall not be liable in any way for the use of such Third-Party Services, such as third-party Wallets.

8. Indemnification

8.1 You irrevocably undertake to fully indemnify and hold harmless the Company from and against any and all losses, claims, actions, proceedings, damages, demands, judgments, sums, liabilities, costs, charges, and expenses, including but not limited to any reasonable attorney’s fees, or penalties imposed by any regulatory authority, and reimbursements arising out of or related to the following situations:

(a) Your use of the Website or Platform;

(b) Your breach of or our enforcement of these Terms;

(c) Your violations of any applicable laws, regulations, or rights of any third party during your use of the Website or Platform.

If you are obligated to indemnify the Company, it shall have the right, at its sole discretion, to control any action or proceeding and to determine whether the Company wishes to proceed or settle, and if so, on what terms or provisions.

9. Termination

9.1 These Terms shall be immediately terminated and not applicable to you if at any moment you do not use or interact with the Website or Platform with any of your owned or controlled digital tokens, assets, cryptocurrencies, or Wallets, and you no longer maintain any kind of account therein.

10. No Financial Advice; No Legal Advice

10.1 The Company is not, nor does it intend to be, your broker, intermediary, agent, or legal advisor, and has no fiduciary relationship or obligation to you in connection with any decisions or activities effected by you using the Website or Platform.

10.2 No communication or information provided to you by the Company is intended as, or shall be considered or construed as, investment advice, financial advice, legal advice, or any other sort of advice.

10.3 The Company shall not be liable for the decisions you make to access or use the Website or Platform.

11. Governing Law

These Terms and the rights and obligations arising out of them, or the access/use of the Website and Platform, shall be governed by and construed in accordance with the laws of the Republic of Georgia. The Courts of the Republic of Georgia shall have exclusive jurisdiction to hear and determine any action or proceeding arising out of or in connection with these Terms, and for that purpose both Parties irrevocably submit to the jurisdiction of the Courts of Tbilisi.

12. Miscellaneous

12.1 Severability: If any provisions of these Terms are found by a court of competent authority to be invalid, void, unlawful, or unenforceable under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

12.2 Variation of Terms: The Company has the right to revise these Terms at its sole discretion at any time, and by using the Website or Platform you shall be expected to review such Terms regularly to ensure that you understand all provisions stipulated in these Terms.

12.3 Assignment: The Company shall be allowed to assign, transfer, and subcontract any and/or all of its rights and/or obligations under these Terms without any notification or your consent required, even to third parties with substantial change of control. You shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms without the prior written consent of the Company.

12.4 Entire Agreement: These Terms, including the Privacy Policy and any rules written or contained on the Website, constitute the sole and entire agreement between the Company and you with respect to your use of the Website and Platform, and supersede other prior or contemporaneous negotiations, discussions, agreements, understandings, representations, and warranties, both written and oral, between the Company and you with respect to such subject matter.

12.5 No Third-Party Rights: Nothing in these Terms shall be deemed to create any rights in any creditors or other persons not a party hereto, and these Terms shall not be construed in any respect to be a contract in whole or in part for the benefit of any third parties.

12.6 Waiver: The failure of one Party to require performance of any provision shall not affect that Party’s right to require performance at any time thereafter. At the same time, the waiver of one Party to seek recovery for the other Party’s violation of these Terms or any provisions of applicable terms shall not constitute a waiver by that Party of any subsequent breach or violation by the other Party or of the provision itself.