Terms and Conditions

EFFECTIVE DATE: 10/20/2022

These Terms and Conditions constitute the User Agreement and Terms of Service (the "Terms & Conditions") between Kurosemi Inc. (referred to as "Delysium") and any person, customer, or entity (the "User") utilizing the website, application and any products, features and services provided thereon (the "Delysium Services"). By signing up for an account through or using Delysium or any associated websites, applications, APIs or launchers, the User has read and consents to the Terms & Conditions, which includes Delysium's Privacy Policy (available at https://www.delysium.com/account/privacy-policy ). These Terms & Conditions may be amended and updated from time to time at the sole discretion of Delysium. Revised versions will be considered effective as of the date and time posted on this site. Delysium may or may not choose to email the User with a summary of changes at its discretion. The User is expected and encouraged to review the Terms & Conditions frequently. If the User does not agree with or is not comfortable with any aspect of or updated terms included in the Terms & Conditions, the User should immediately discontinue access or use of the Delysium Services.

DELYSIUM SERVICES

The goal of Delysium has been to construct a virtual world where 1 billion individuals and 100 billion AI Virtual Beings coexist on blockchain. These virtual natives can be not only the digital version of ourselves but also our companions and Non-Player Characters (NPCs) shuttling across diverse scenarios including games, communities, media platforms, and more. In Delysium, everyone can create their own AI Virtual Being and gradually develop their personalities and capabilities. Besides playing games with them, players can interact with their AI Virtual Beings to learn about crypto, check & trade crypto assets, discover crypto opportunities, and get warned ahead of the risks through natural language conversations. Moreover, powered by the decentralized game publishing structure, an increasing number of games with customized tokenomics and on-chain assets (such as NFTs or tokens) will be connected, and that will gradually make the AI-Powered Virtual Society more prosperous. As of now, the AI Virtual Beings are available to use on Delysium official website, and Delysium is the first playable game with AAA-quality that has been listed on Epic Games Store.

Delysium Multiverse License. The Delysium Multiverse License is an agreement that allows any User to use the content packages included in the license to operate customized game content and earn commercial revenue.
Delysium Multiverse Operator. By holding a Delysium Multiverse License NFT(DML), anyone would become Delysium Multiverse Operator(DMO). When using wallet provided by DMO to login the game, players will receive the exclusive identity of DMO. In this case, DMO is able use customized distribution rules to issue any on-chain incentives based on players behaviors & performance data. These on-chain incentives can be of various types, either fungible tokens & non-fungible tokens issued by the DMO, or other Layer 1 / Layer 2 tokens, stablecoins, etc.
Delysium Multiverse Accelerator. Delysium Multiverse Accelerator (DMA) is an exclusive membership to select, vote, and support each Delysium Universe to become more prosperous, thus sharing benefits from the whole ecosystem.
Delysium Reward. Each User may be able to earn or receive the Delysium Reward. The "Delysium Reward" consists of a representation of $AGI, or other game tokens and NFTs, reflected on the blockchain and/or Delysium App and this site, which may or may not be bridged to other blockchains (including but not limited to Ethereum) through a minting process solely at the option and action of the User. When referencing the NFTs on the platform themselves in the singular and not specifically as a part of the Delysium Reward, same shall be referred to herein as "Platform Asset." The Delysium Reward is a digital reward and not a Security Token or stable token or any kind of investment vehicle. The Delysium Reward is not being offered to investors and there is no Initial Coin Offering (ICO) to promote the Delysium Reward. The Delysium reward is created through a unique blockchain protocol. Each User that participates in the blockchain protocol shall receive 100% of the User's allocated Delysium Reward and any other digital reward or NFT, which is deposited in the User's Delysium App. The Delysium Reward, any NFT, and any other digital reward may reside solely within the blockchain, and may or may not have value. Delysium cannot, and does not, control whether any of the Delysium Reward, any NFT, and any other digital reward has monetary value on any other blockchain. On the blockchain, this site, or any associated website, neither the Delysium Reward nor NFT nor other digital reward may be exchanged for currency.

Delysium Staking

Delysium Staking Reward. Delysium has always been committed to running high quality games in a more decentralized approach as well as more in line with ESG values. Therefore, Delysium has created a very special staking mechanism that allows Delysium Multiverse Accelerator holders to work with Delysium Multiverse Operator to build prosperous ecosystem and bring better gaming experience to players worldwide. All Users can stake $AGI (the "Staked Token") to increase the prosperity of any Universe.

In return, users who support the prosperity of the Delysium Multiverse Operator by staking $AGI will not only receive the staking rewards corresponding to the liquidity, but also share the incentives from the ecosystem prosperity. Thus, their staking rewards are:

There are two ways to receive Staking Rewards:

Directly stake $AGI and receive Non-DMA Rewards
Holders of Delysium Multiverse Accelerator (DMA) and staking $AGI will receive a DMA Multiplier, which can significantly increase the staking rewards
- Delysium Staking is an IT service. Delysium Staking is not an investment service nor a custodial service. Before, during and after the Staking or under any other circumstance arising out of the conclusion of these Terms and Conditions or otherwise, Delysium will not become the legal owner and/or custodian of User's Staked Tokens, the Staking Reward and/or the private key or otherwise become the owner and/or custodian of any of User's properties. The User is responsible for maintaining the security of its own accounts/wallets and private keys at all times. Delysium will never ask for private keys in any circumstance. Delysium will not hold User's private keys and will not act as a custodian of the User's funds.
- The User will "stake" and "unstake" Staked Token to one or several validators designated by Delysium. Staked Token can be staked or unstaked at the User's discretion, however, in all cases, Staked Token will be subject to the rules and conditions of the Smart Contract. This includes but is not limited to restrictions on transferring or disposing, bonding, lock-up, blocking, freezing periods, ineligibility to receive Staking Reward for partial periods and minimum balances required.
- Delysium Staking is a private service. Access and use of Delysium Staking is limited to Delysium's User only. The User shall not permit any other entity or person to use Delysium Staking and the User shall immediately notify Delysium of any unauthorized use of the Delysium Staking. For the avoidance of doubt, mother, sister, daughter company(ies) of the User would need to enter each in a separate agreement. IT IS STRICTLY FORBIDDEN FOR THE USER TO DISCLOSE THE VALIDATOR/STAKING/BAKING ADDRESS OF DELYSIUM TO ANY THIRD-PARTY, NOR TO INDUCE THIRD PARTIES TO USE DELYSIUM STAKING IN DIRECT.
- The User is only authorized to "stake" its own digital assets. IT IS STRICTLY FORBIDDEN FOR THE USER TO "STAKE" DIGITAL ASSETS OWNED BY THIRD PARTIES, unless the User is a institution authorized to do so, in accordance with applicable laws and regulations, in particular applicable anti-money laundering law, securities law or equivalent.
- The User will receive Staking Reward directly attributable to their Staked Tokens after deduction of Delysium fees and applicable taxes if any. The yield and the payment frequency of such Staking Reward are dependent on the Smart Contract and may change at any time. Factors in determining Staking Reward can include, among others, the inflation rate in any distributed ledger/blockchain network for which Delysium is able to perform Delysium Staking, the amount of nominated stake behind a given validator, the total number of validators in the system, whether a validator is in the active validator set, if the validator has experienced any slashing penalties, etc. In cases where Delysium collects Staking Reward, it will redistribute them to the User according to the payment frequency set forth in the Smart Contract.
- The User agrees to pay Delysium the fees set forth in the Smart Contract. Delysium charges a percentage of the Staking Reward. Fees are non-refundable. The User explicitly authorizes Delysium to deduct and levy fees from the Staking Reward due to the User. If applicable, the User will pay on top any value added taxes (VAT), any tax in the nature of a withholding tax and any duties payable in respect of the fees due hereunder or otherwise arising in respect of these Terms & Conditions. Delysium may increase fees at any time. The User will be notified one month in advance of the intention by Delysium to increase such fees.

Delysium App

Delysium will provide each User with a Delysium App. Delysium will never take custody or control over any NFT or digital reward stored in any User's Delysium App. The Delysium App does not store, send or receive any NFT or reward, but such transactions occur directly on the blockchain or other supported blockchains. Instead of the Delysium App, the User may use any compatible digital app or wallet provided by a third party company that safely connects to the blockchain. A User may be able to use the Delysium App or other compatible wallet to send and receive any NFT or digital reward with other users of the blockchain. Delysium does not offer any User the ability to exchange one form of currency for any other form of currency (fiat or digital). Delysium App is not a custodian, exchange or money transmitter.
The User is solely responsible for storing, outside of Delysium's Services, a backup of any User's Delysium App, private key(s), or transaction information that the User maintains in the Delysium App or otherwise with the Delysium Services. If the User does not backup the Delysium App, the User may not be able to access the Delysium in the event that Delysium discontinues some or all of the Delysium Services.
In order for a transaction to be validated on the blockchain, any Delysium transaction through the Delysium App must be confirmed and recorded in the distributed ledger associated with the blockchain. The blockchain is a decentralized, peer-to-peer network supported by the Users of the blockchain, which is not owned, controlled or operated by Delysium.
Delysium has no control over any NFT or digital reward (including the Delysium Reward and Staking Reward) generated through the Services or the Delysium App or Site, and cannot ensure that any transaction details a User submits via the Delysium Services and Delysium App or this site will be confirmed or processed on the blockchain. The User agrees and understands that the transaction details submitted by the User via the Delysium Services and Delysium App may not be completed or may be delayed by the blockchain or any supporting blockchain used to process the transaction. Delysium does not guarantee that the Delysium App can transfer title or right in any NFT or digital reward, and Delysium makes no warranties of title of any kind. Once transaction details have been submitted to the blockchain, Delysium cannot assist the User to cancel or otherwise modify such transaction or details.
In the event of a fork of the blockchain or any other supported blockchain, Delysium may not be able to support the User's activity related to Delysium or any other supported NFT or reward. The User agrees and understands that in the event of a fork of the blockchain, any transaction associated with the Delysium App or Delysium Services may not be completed, may be partially completed, incorrectly completed, or substantially delayed. Delysium is not responsible for any loss incurred by any User caused in whole or in part, directly or indirectly, by a fork of the blockchain.
With respect to the Delysium App, Delysium does not receive or store a User's Delysium App password, or any keys, network addresses or transaction history. Delysium cannot assist any User with Delysium App password retrieval. The User is solely responsible for remembering, storing and keeping secret the User's Delysium App PIN (password), keys and address. Any NFT or digital reward a User has stored within its Delysium App may become inaccessible if the User does not know or keep secret its Delysium App keys and PIN. Any third party with knowledge of one or more of a User's credentials (including, without limitation, a backup phrase, App identifier, PIN, or keys) can dispose of the NFT or digital rewards in the User's Delysium App.
Delysium does not currently charge a fee for the Delysium App, receiving, sending, or storing Delysium. However, Delysium reserves the right to do so in the future, and in such case any applicable fees will be displayed prior to the User incurring such fee. Notwithstanding, the blockchain may have Blockchain Transaction Fees required to transact NFT or digital reward transactions through the blockchain. Delysium may attempt to calculate for the User any Blockchain Transactions Fees, though such calculation may be inaccurate or excessive. The User may select a greater or lesser fee, and the User is solely responsible for paying any Blockchain Transaction Fees required on the blockchain. Delysium will neither advance nor fund any Blockchain Transaction Fee on any User's behalf, nor be responsible for any excess or insufficient fee calculation.
From time to time, there may be programs in place to allow User to receive a reward, in the form of Delysium Reward, Staking Reward, NFT, or otherwise, based on actions taken by the User, whether it be by referral or other program in place at the time ("Additional Rewards"). User understands that Delysium makes no representations or warrants regarding the Additional Rewards. Notwithstanding or limiting the foregoing, Delysium further makes no representations or warrants surrounding the operation of any Delysium Services or that said Delysium Services/Additional Rewards will be error-free or uninterrupted. User accepts the sole responsibility for taking any and all actions to obtain any Additional Rewards, and holds Delysium harmless for any opportunity cost or losses that occur as a result of the non-receipt of anticipated Additional Rewards, monetary or otherwise.

PAYMENT TERMS

Delysium Multiverse Accelerator Fees. The User shall pay a one-time purchase fee for certain number of the Delysium Multiverse Accelerators it purchased which is available on the Delysium official website, with the price continuing to increase as the number of units sold increases.
License and Service Fees. The User shall pay a one-time Delysium Multiverse License fee. Delysium or any of its affiliates or third parties may be the party that sells the content packages included in the license to operate customized game content for any Delysium Multiverse License.
Software License. The User may be required to enter into a software license agreement with Delysium or any third-party Delysium Multiverse Operator for the use of any required software for each Delysium Multiverse. The User shall pay all associated software license fees.
Equipment Purchase. The User may enter into an equipment purchase agreement as it relates to the purchase of any hardware for a Delysium Multiverse. The User is not required to purchase such hardware, but may use any equipment technology (e.g. computer, GPU, or other technology) that can appropriately and safely access and connect to the blockchain.
Digital Asset Purchase. The User shall pay purchase fee for buying the $AGI, NFTs or any other digital items including character, weapon, cyber-body, clothing, accessory, vehicle, buildings, environmental items on Delysium official website.
Maintenance and Hosting Fees. Delysium may refer the User to one or more third-party hosting companies that may or may not be affiliated with Delysium. If the User elects and is part of a separate hosting agreement, the User may be required to pay certain data center operations, maintenance and power fees ("Maintenance Fees").
Blockchain Transaction Fees. The delivery and receipt of any of the User's NFT or digital rewards through the Delysium App may be subject to network or transaction fees charged by the blockchain associated with the user-selected algorithm ("Blockchain Transaction Fees"), which are non-refundable. Blockchain Transaction Fees are paid to emit, record, verify, and process a transaction on the blockchain. Any withdrawal or transfer of the User's NFT or digital reward are subject to Blockchain Transaction Fees.
Other Third-Party Fees. Certain digital apps, app addresses, tools, and third-party software and devices ("Third-Party Fees") used by the User may also charge the User a fee, including a per transaction or transfer fee, which are non-refundable. The User is responsible for satisfying any such fee(s). The User should note that any such fees may significantly reduce the User's rewards and therefore the User is responsible for managing the selection, use, rate and frequency of their receipt of rewards to any such Third-Party Fees.
Taxes. The User is responsible for any taxes, and the User will pay for Delysium Services without any reduction for taxes. If the User is required by law to withhold any taxes from its payments to Delysium, the User must provide Delysium with an official tax receipt or other qualified documentation to support such withholding, including value added tax ("VAT"), if applicable. The User will be liable to pay (or reimburse Delysium) for any taxes, interest, penalties or fines which may arise from any mis-declaration made by the User. The User shall pay Delysium for all taxes and governmental fees Delysium is required to collect or pay upon sale or delivery of Delysium Services.

POTENTIAL USERS OF NFTS OR DIGITAL REWARDS ARE FOREWARNED OF POSSIBLE FINANCIAL LOSS AT THE TIME SUCH REWARDS ARE EXCHANGED FOR FIAT CURRENCY DUE TO AN UNFAVORABLE EXCHANGE RATE. MOREOVER, A FAVORABLE EXCHANGE RATE AT THE TIME OF EXCHANGE MAY RESULT IN A TAX LIABILITY. USERS SHOULD CONSULT A TAX ADVISOR REGARDING ANY TAX CONSEQUENCES ASSOCIATED WITH THE PURCHASE, SALE, TRADE, RECEIPT OR OTHER USE OF DIGITAL REWARDS.

USER OBLIGATIONS

Software and Equipment Allocation. The User is responsible for the allocation of the User's software and equipment and selected optimization decisions. The User acknowledges that Delysium is not responsible for the selection or timing of blockchain protocols, nor is Delysium responsible for the protocols selected for use in connection with Delysium Services. The User is solely responsible for these decisions and shall monitor and allocate strategies through its Delysium App. The User acknowledges that the node transactions on any blockchain may vary and will not be uniform across each Delysium Multiverse.
Log-in Credentials. The User represents and warrants that the User is responsible for the preservation of confidentiality of the User's login credentials on the Delysium App and any other login for the Delysium Services. Login credentials are for the User's internal use only and the User is strictly prohibited from selling, transferring, or sub-licensing them to any other entity or person.
Blockchain Network Risk. The User represents and warrants that the User accepts the risks of blockchain protocol and network, including instability, congestion, high transaction costs, network latency, information security, regulatory risk, and technological and operational error. The User understands these risks may result in delay or failure to process transactions and potentially high Blockchain Transaction Fees or Third Party Fees. The User represents and agrees that Delysium is not responsible for any diminished Delysium Services, related features, or capabilities resulting from blockchain network risk. In the event of a material increase or decrease to Blockchain Transaction Fees, Third Party Fees, or operational degradation, congestion, failure or other disruption of the blockchain network used by the User, Delysium may, at its sole discretion and upon notice to the User, make any adjustments to the Delysium Services.
Blockchain Modification Risk. The User represents and warrants that the User is familiar with and accepts the risks associated with blockchain development and code changes. Blockchain technologies are still under development and may undergo significant changes over time. Blockchain contributors may make changes to features and specifications of the algorithm selected by the User, and may fork the blockchain protocol. Such changes may include or result in the elimination or support for specific algorithms and applications.
User acknowledges and agrees that User does not reside in any region that bans the use of loot boxes in games in accordance with applicable gambling laws.
Trade Compliance. User shall comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to European Union and U.S. companies, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control and the European Union's Common Foreign and Security Policy (collectively, "Trade Sanctions Laws"). The User represents and warrants that the User and the User's financial institutions, or any party that owns or controls the User or the User's financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign as Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.
Compliance with Local Laws and Regulations. User shall not purchase or obtain any Delysium products, $AGI, NFT or Delysium Reward restricted by local laws and regulations. Delysium may from time to time geoblock or otherwise restrict access to this site as necessary to ensure compliance with laws and regulations. Delysium is not responsible for any loss as a result of such compliance with local laws and regulations.
Ownership Restrictions. User acknowledges and agrees that Delysium, any game developer, or third party contact provider (or, as applicable, any licensors) own all legal right, title and interest in and to all elements of their respective intellectual property rights therein. The visual interfaces, graphics (including, without limitation, all art and drawings associated with the), design, systems, methods, information, computer code, software, services, "look and feel", organization, compilation of the content, code, data, and all other elements of any content provided on this site, Delysium App, any elements of Services, or blockchain are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All such intellectual property are the property of its owners or licensors, and all trademarks, service marks, and trade names are proprietary to its owner or licensors. Except as expressly set forth herein, the use of the Delysium Services and Delysium App does not grant the User any ownership of or any other rights with respect to any content, code, data, or other materials that the User may access on or through the Delysium App. When a User purchases or owns a Platform Asset, the User owns the underlying NFT for as long as the User owns the Platform Asset, subject to the terms and restrictions of this Terms & Conditions, Smart Contracts and any accompanying license restrictions for the Platform Asset. Ownership of the NFT is mediated entirely by the Smart Contract and Polygon Network (or any other applicable network) and at no point may Delysium seize, freeze, or otherwise modify the ownership of the Platform Asset. The User acknowledges and agrees that while the User may own a Platform Asset, except for the limited use rights granted to the User in these Terms & Conditions, the User does not have and will not acquire any right, title, or interest in any of Delysium's or licensors' intellectual property or other proprietary rights. Any rights not expressly granted in these Terms & Conditions are expressly reserved. If such license terminates, Delysium, and by extension the User, may not have any rights to the underlying embedded intellectual property in the User's owned Platform Asset, and the underlying embedded intellectual property may be changed or removed at Delysium's determination.
User's Content. As between Delysium and User, User owns all intellectual property and other right, title and interest in and to any data, information, text, and other content that User uploads to or through Services ("Content"). Except as expressly set forth in these Terms & Conditions, Delysium does not acquire any right, title or interest in or to User's Content. By uploading or submitting any Content to or through Services, User grants to Delysium a worldwide, non-exclusive, transferable, sublicensable and free of charge right and license to use, copy, modify, display, and create derivatives of User's Content as Delysium deem necessary to provide Services, including but not limited to, to improve or enhance Services, to develop new features and functionality, and for research, benchmarking, and other statistical purposes. User is solely responsible for all of User's Content. Delysium has the right, but does not assume the obligation or responsibility, to monitor User's Content and to determine whether it complies with applicable laws and these Terms & Conditions.
Children. USER AFFIRMS IT IS OVER THE AGE OF 18, AS THE DELYSIUM APP AND DELYSIUM SERVICES ARE NOT INTENDED FOR CHILDREN UNDER AGE 18.
Responsibility for Conduct. User takes responsibility for all activities that occur under its Delysium App and for its use of the Delysium Services, and User accepts all risks of any authorized or unauthorized access to its Delysium App, to the maximum extent permitted by law. User represents and warrants that the User is familiar with and accepts the risks associated with digital Apps and private keys, including the risks described herein. User is solely responsible for its own conduct while accessing or using the Delysium Services or Delysium App, and for any consequences thereof. User agrees to use the Delysium Services, Delysium App, and blockchain for purposes that are legal, proper and in accordance with these Terms & Conditions and any applicable laws or regulations. By way of example, and not as a limitation, User may not, and may not allow any third party to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; (ii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iii) impersonate another person (via the use of an email address or otherwise); (iv) upload, post, transmit or otherwise make available through the Delysium Services any content that infringes the intellectual proprietary rights of any party; (v) use the Delysium Services to violate the legal rights (such as rights of privacy and publicity) of others; (vi) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (vii) interfere with other Users' enjoyment of the Delysium Services, Delysium App or blockchain; (viii) exploit the Delysium Services for any unauthorized commercial purpose; (ix) modify, adapt, translate, or reverse engineer any portion of the Delysium Services; (x) remove any copyright, trademark or other proprietary rights notices contained in or on the Delysium Services, Delysium App or blockchain or any part of it; (xi) reformat or frame any portion of the Delysium Services, Delysium App or blockchain ; (xii) display any content on the Delysium Services, Delysium App or blockchain that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (xiii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Delysium Services, Delysium App or blockchain or the content posted on the Delysium Services, Delysium App or blockchain , or to collect information about its users for any unauthorized purpose; (xiv) create user accounts by automated means or under false or fraudulent pretenses; (xv) trick, defraud, or mislead Delysium or other users, with specific to an attempt to learn sensitive account information; (xvi) attempt to impersonate another User; (xvii) attempt to bypass any security measure of Delysium; (xvii) copy or adapt this site; or, (xviii) disparage, tarnish, or otherwise harm, in Delysium's sole discretion, Delysium and/or this site.
User Conduct.
Users must at all times observe the highest standards of personal integrity. Users are required to behave in a professional manner in their interactions with other users, Delysium, members of the administration team, the media, sponsors, and fans. This includes but is not limited to the following: conduct on live streams, videos, in-person at events and on stage, or anything public-facing.
Users may not use obscene gestures, profanity, or references to drugs, sex or violence in their names or team names, user handles, game chat, lobby chat live interviews or any public facing media. This rule applies to English and all other languages and includes abbreviations and/or obscure references. In addition to the foregoing, all user names or team names, user handles may be reviewed by Delysium. User names or team names, user handles may be denied at any time that may not reflect the professional standards of Delysium. Effected Users or teams will be required to submit and play under another approved name.
Users must compete to the best of their ability at all times. Any form of cheating will not be tolerated. All Users are prohibited from influencing or manipulating a game or match so that the outcome is determined by anything other than its merits. Examples of cheating would include but are not limited to: Collusion, match fixing or any other action to intentionally alter, or attempt to alter, the results of any game or match, including losing a game or match with another User in order to advance one or the other's rank; Attempts to interfere with another User's connection to the game service through distributed denial of service (DDoS) or any other means; tampering with the entry process or the operation of matches and games; any use of bots, hacks, or any code and/or software not expressly authorized by Delysium that allows the automated control of Delysium's online gaming service, or any component or feature thereof; any intentional use, or attempted use, by a User of any bugs or exploits in the game may result in a forfeit of the match and disqualification from matches and games; Delysium, at its discretion, will determine bugs and exploits; and any known bugs or exploits must be presented to Delysium before play begins.
Anti-Harassment. Delysium is committed to providing a competitive environment that is free of harassment and discrimination. In furtherance of this commitment, Users are prohibited from engaging harassment or discrimination based on race, color, religion, gender, national origin, age, disability, sexual orientation or any other status or characteristic protected by law.
Disciplinary Action. In order to preserve the integrity of the Services and Delysium's reputation for open and fair game competition, Delysium will have the right to monitor compliance with these Terms & Conditions, investigate possible breaches of these Terms & Conditions, and impose sanctions for violations. Users agree to cooperate with Delysium in any such investigation. If Delysium determines that a User has been cheating or has otherwise violated these Terms & Conditions, the User may be immediately disqualified and removed from the Services. In addition, Delysium may, in its sole discretion:

Issue a warning to the User and publish that warning publicly;
Disqualify the User from participating in any future events;
Withhold or revoke any part of the points and prizes awarded to the User;
Terminate all licenses granted to the User for Delysium titles, and/or
Terminate all Delysium accounts that are held by the User.

Delysium's determination as to the appropriate disciplinary action will be final and binding. Delysium reserves the right to lock out Users whose eligibility are in question or who have been disqualified or are otherwise ineligible. The failure by a User to cooperate with any internal or external investigation that Delysium conducts relating to a violation of these Terms & Conditions or applicable law is, itself, a violation of these Terms & Conditions.

Representations Made By User. User acknowledges and agrees that the Delysium, including but not limited to the Delysium Multiverse License, Delysium Multiverse Accelerator, $AGI, Delysium Reward and Staking Reward, ARE NOT being sold as an investment by or of Delysium. THE USER UNDERSTANDS THAT ANY REPRESENTATIONS MADE BY THE USER AT ANY TIME THAT ANY OF THE DELYSIUM SERVICES ARE AN INVESTMENT IN DELYSIUM (OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IN GENERAL) TO OTHERS IN A DIRECT ATTEMPT TO MARKET DELYSIUM SERVICES IN COORDINATION WITH SUPPLYING USER'S REFERRAL LINK IS A DIRECT BREACH OF THE TERMS & CONDITIONS. A determination of same will be made at the sole discretion of Delysium.
DELYSIUM MULTIVERSE ACCELERATOR REPRESENTATIONS. Delysium and the User recognize that the SOLE AND ONLY purpose of the Delysium Multiverse Accelerator is to support the Delysium games ecosystem. Nothing contained in this Terms & Conditions, or any representation made outside of this Terms & Conditions, conveys on the User any ownership interests in Delysium or its subsidiaries, or interests otherwise in the Delysium (including, but not limited to voting rights in the Delysium), nor any expectation of profits from the efforts of the Delysium or its principals or subsidiaries. The User understands that while it may from time to time receive rewards in line with the distribution schedule of Delysium games ecosystem ("Distribution Rewards'') (subject to change), said reward is solely earned because of and as a direct result of work accomplished and performed by the User (i.e. work done by the Delysium Multiverse Accelerator). The User recognizes that should the User never actually run the Delysium Multiverse Accelerator, it will receive no rewards. Delysium has no control of the method in which rewards are distributed to the Delysium Multiverse Accelerator. It is anticipated that the Delysium Multiverse Accelerator will be able to be sold or transferred in the future as NFTs, however, Delysium cannot and does not warrant or represent that the resale value of Delysium Multiverse Accelerator will be higher than the purchase price should this event occur, nor that it will be legally possible to do so. Further, Delysium cannot and does not warrant or represent that there will ever be a resale value or capability of the Delysium Multiverse Accelerator.
Play to Earn Mechanisms. If the User elects to engage in any play to earn mechanism (including, but not limited to, any mechanism that permits the User to play any games or use any Delysium Services on the Delysium App, this site or otherwise), the User will be responsible to pay any and all sales, use, value-added or other taxes, duties and assessments now or hereinafter claimed or imposed by any governmental authority. The User will reimburse Delysium for all national, federal, state, local, or other taxes and assessments of any jurisdiction, including value-added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to Delysium pursuant to these Terms & Conditions . User is solely responsible for determining what, if any, taxes apply to User and play to earn mechanisms, and any other transactions conducted by the User. Delysium does not act as a withholding tax agent in any circumstances.

User further understands and acknowledges that Delysium is not responsible, and User accepts sole responsibility for any and all missed Delysium Reward, Staking Reward or otherwise, regardless of the source of any error, fault or otherwise. Any and all play to earn mechanisms in place (including, but not limited to, the method, amounts or otherwise) are not permanent and may or may not be changed at the sole discretion of Delysium at any time.

Modifications to Services. Delysium reserves the right at any time in its sole discretion to modify, discontinue, or remove, temporarily or permanently, the Services (or any part thereof) with or without notice. Delysium will not be liable to User or to any third party for any such modification, suspension, removal, or discontinuance.

TERMINATION

General. Delysium may suspend or terminate the User's right to access or use Delysium Services immediately and without notice if: (i) Delysium determines the User's use of the Delysium Services poses a security risk to Delysium Services or any third party, could adversely impact Delysium, Delysium Services, blockchain or any other Delysium users, or could subject Delysium, its affiliates, or any third party to liability, or could be fraudulent; (ii) the User is in breach of these Terms & Conditions; (iii) the User initiated a chargeback or dispute with respect to any payment or purchase of the Delysium Services; (iv) the User has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (v) any of the Services has been or may be used by the User for any illegal or unlawful purpose or in a manner that breaches any applicable law or regulation; (vi) the User permits other entities than itself to use the Services; or (vii) for any other reason at Delysium's discretion.
Effect of Suspension. If Delysium suspends the User's right to access or use any portion or all of the Delysium Services, the User shall remain responsible for all fees and charges the User incurs during the period of suspension, including any Maintenance Fees and Blockchain Transaction Fees; and the User may be in violation of the User's hosting agreement or the blockchain protocols, which may prevent or limit the User's entitlement or access to any results or rewards that may have occurred during the User's suspension of the Delysium Services. User agrees to pay any fee charged by Delysium to reconnect the Delysium Services.
Effect of Termination. If Delysium terminates the User's right to access or use any portion or all of the Delysium Services, then all of the User's rights under these Terms & Conditions immediately terminate and the User shall remain responsible for all fees owed to Delysium incurred through the termination date.

PUBLICITY

Without impairing the interests of Delysium, the User is permitted to state publicly that it is a customer or user of Delysium, consistent with any trademark guidelines which may be adopted by Delysium from time to time. The User agrees to abide by the Privacy Policy of Delysium.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (i) it has full power and authority to enter into these Terms & Conditions; and (ii) it will comply with all laws and regulations applicable to its provision or use of Delysium Services.

DISCLOSURES & RISKS

Notification. Delysium notifies each User of certain disclosures and risks associated with blockchain NFT and digital rewards and their associated technology and protocols. Delysium Services, Delysium Multiverse License, Delysium Multiverse Accelerator, $AGI, Delysium Reward or Staking Reward are not an investment product, and no action, notice, communication by any means, or omission by Delysium shall be understood or interpreted as such. Delysium has no influence whatsoever on the blockchain, the transactions and consensus protocols, or the NFTs or digital rewards, including the Delysium Reward and Staking Reward. Ownership of a Delysium App or Game Server or the use of Delysium Services does not represent or constitute any ownership right or stake, share or security, debt or equivalent right, or any right to receive any future revenue or form of participation in or relating to any blockchain or digital reward, including the blockchain, Delysium Reward and Staking Reward.
Digital Rewards. Digital rewards are not considered legal tender, are not issued or backed by any government, and have fewer regulatory protections than traditional currency. Moreover, digital rewards are not insured against theft or loss by any insurance corporation or any investor protection.
Market Risk. The value of NFTs and digital rewards are derived from supply and demand in the global marketplace, which can rise or fall independent of any government currency. Holding NFTs and digital rewards carries exchange rate and other types of risk. The value of NFTs and digital rewards may be derived from the continued willingness of market participants to exchange traditional government currency for digital rewards, which may result in the potential for permanent and total loss of value of a particular digital reward should the market disappear. The volatility and unpredictability of the price and value of NFTs and digital rewards, relative to government currency, may result in significant loss over a short period of time. Delysium cannot guarantee or warrant the value of any NFT, digital reward or blockchain, including the blockchain, Delysium Reward and Staking Reward, and explicitly warns the User that that there is no reason to believe that any NFT or blockchain reward will increase in value, and that they may hold no value, decrease in value, or entirely lose value.
Regulatory Risk. Legislative and regulatory changes or actions at the state, federal, nation or international level may adversely affect the use, transfer, exchange, and value of virtual NFTs and blockchain rewards. The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact the Delysium Services in various ways, including, for example, through a determination that any of the above are regulated financial instruments that require registration. Delysium may cease any distribution of any of the above, the development of the Delysium platform or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so. The industry in which Delysium operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental, quasi-governmental, regulatory or other similar types of (including banking) authorities will not examine the operations of Delysium and/or pursue enforcement actions against Delysium. Such governmental activities may or may not be the result of targeting Delysium in particular. All of this may subject Delysium to judgments, settlements, fines or penalties, or cause Delysium to restructure its operations and activities or to cease offering certain products or services, all of which could harm Delysium's reputation or lead to higher operational costs, which may in turn have a material adverse effect on the Delysium Services.
Technology Risk. Virtual NFT, $AGI and digital reward transactions may be irreversible and losses due to fraudulent or accidental transactions may not be recoverable. Some virtual transactions are deemed to be made when recorded on a public ledger, which may not necessarily be the date or time the User initiated the transaction. The nature of such virtual transactions may lead to an increased risk of fraud or cyber-attacks.
Changes to Delysium Game Network. Delysium and User recognize that from time to time amendments will be made to the Delysium Game Network. The User understands that the amendments will be made at the discretion of Delysium, and Delysium owes the User no duty or obligation to make amendments in its best interests. The User specifically understands that there may come a time when Delysium makes an amendment that is not in or in direct opposition to the User's best interests, financial or otherwise (including, but not limited to a change in the distribution calculation), and the User has no legal recourse against Delysium. Delysium and the User both agree that one such amendment may be to change the specifications, including, but not limited to the internet connection, random access memory, central processing unit requirements, extra space, and any other requirements needed to run the Delysium Multiverse Accelerator (the "Specifications"). Delysium and User further agree that while the Specifications may be minimal on the effective date of this Terms & Conditions, this is subject to change through the amendment. While Delysium does represent and covenant that the Delysium Multiverse Accelerator will always be able to be run using the current Specifications, Delysium does not and cannot represent or covenant that any rewards earned (financial or otherwise) for doing so are not subject to change.
Staking risks. Staking may be subject to material underlying risks, such as liquidity risks (e.g. locking periods), market risks, credit/counterparty risks, slashing risks, blockchain risks and/or other operational risks.

DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED FOR IN THESE TERMS & CONDITIONS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DELYSIUM**, ITS AFFILIATES, AND ITS SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. DELYSIUM, ITS AFFILIATES, AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION, FAILURE TO STORE, OR ANY LOSS OF ANY USER DATA, INCLUDING BLOCKCHAIN DATA, NFTS AND DIGITAL REWARDS DERIVED, MAINTAINED, OR TRANSMITTED THROUGH USE OF DELYSIUM SERVICES. THE USER IS SOLELY RESPONSIBLE FOR SECURING ITS CUSTOMER DATA AND DIGITAL REWARDS. NEITHER DELYSIUM, ITS AFFILIATES, NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF DELYSIUM SERVICES, BLOCKCHAIN, OR ANY OTHER SUPPORTED BLOCKCHAIN WILL** BE ERROR-FREE OR UNINTERRUPTED. DELYSIUM, ITS AFFILIATES, AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSSES OR OPPORTUNITY COSTS RESULTING FROM BLOCKCHAIN NETWORK AND PROTOCOL OR THIRD-PARTY SOFTWARE ISSUES, WHICH MAY IN TURN RESULT IN THE INABILITY TO PROCESS TRANSACTIONS ON ANY BLOCKCHAIN AT ALL OR WITHOUT INCURRING SUBSTANTIAL FEES.

LIMITATION OF LIABILITY

LIMITATION OF INDIRECT LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DELYSIUM AND THE USER SHALL NOT BE LIABLE UNDER THESE TERMS & CONDITIONS FOR LOST REVENUES, OPPORTUNITY COSTS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF DELYSIUM KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. THIS LIMITATION OF LIABILITY DOES NOT APPLY TO VIOLATIONS OF DELYSIUM'S INTELLECTUAL PROPERTY RIGHTS, INDEMNIFICATION OBLIGATIONS, OR THE USER'S PAYMENT OBLIGATIONS.
LIMITATION OF AMOUNT OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER DELYSIUM NOR ITS AFFILIATES OR SUPPLIERS, MAY BE HELD LIABLE UNDER THESE TERMS & CONDITIONS FOR MORE THAN THE AMOUNT PAID BY THE USER TO DELYSIUM UNDER THESE TERMS & CONDITIONS FOR THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, MINUS ANY REWARDS GENERATED OR RECEIVED BY THE USER AS A RESULT OF THE USE OF DELYSIUM SERVICES.

INDEMNIFICATION

Unless prohibited by applicable law, the User agrees to indemnify, defend, and hold Delysium, its affiliates, and its and their respective members, officers, directors, owners, employees, agents, partners, licensors, service providers, successors, and assigns (collectively, the "Indemnified Parties") harmless from and against any third-party claims, liabilities, losses, damages, obligations, costs, and expenses (including but not limited to reasonable attorneys' fees and costs) ("Claims") arising out of or relating to User's use of the Services, User's breach of these Terms, and/or User's acts or omissions relating to any of the foregoing. Delysium has the right to control the defense, settlement and/or other resolution of any Claims, at User's sole cost and expense. User may not settle or otherwise resolve any Claim without Delysium's express written permission.

MISCELLANEOUS

Relationship. These Terms & Conditions do not create any agency, partnership, or joint venture between Delysium and User.
Assignment. The User shall not assign or otherwise transfer the User's rights and obligations under these Terms & Conditions, without the prior written consent of Delysium, which may be unreasonably withheld. Any assignment or transfer in violation of this section will be void. At any time and without the need for User's consent, Delysium may assign any obligation, right and these Terms & Conditions. Subject to the foregoing, these Terms & Conditions will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns. The User may not merge these Terms & Conditions with any other agreements with which Delysium may be a party.
Linked sites. Services may contain links to websites operated by third parties. Those links are provided for convenience and may not remain current or be maintained. Unless expressly stated otherwise, Delysium does not endorse and is not responsible for the content on those linked websites and have no control over or rights in those linked websites.
Advertiser. Delysium may also allow the third-parties to display their advertisements and other information in Services. Delysium simply provides the space to place such advertisements, and has no other relationship these third-party advertisers. The inclusion of advertisements does not imply endorsement by Delysium of the subject matter of the advertisements. Delysium has not reviewed the contents of the advertisements and is not responsible for the content or accuracy of any such advertisements. If User chooses to click the advertisement link to off-site pages or the third-party sites then this is and deemed to be done at its own risk
Governing Law and Dispute resolution. Any dispute, controversy, difference or claim arising out of or relating to these Terms & Conditions or relating in any way to the User's use of Delysium sites or Delysium Services, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to these Terms & Conditions ( the "Dispute"), shall be negotiated by Delysium and the User informally for at least 30 calendar days before the court. Such informal negotiations commence upon written notice from one party to the other party. If the parties are unable to resolve a Dispute through informal negotiations, the Disputes will be finally and exclusively resolved by the courts of Panama which has exclusive jurisdiction. The prevailing party shall be entitled to costs and reasonable attorneys' fees. Notwithstanding the foregoing Delysium and the User agree that Delysium may bring suit in any court of law to enjoin infringement or other misuse of Delysium's intellectual property rights. Any Dispute shall be governed by and constructed in accordance with the laws of the Republic of Panama without respect to its conflict of laws provisions. CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY "CLASS ACTION WAIVER"). THE JUDGE MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ACTION. USER ACKNOWLEDGES THAT, BY AGREEING TO THESE TERMS, EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
Statute of Limitations. User agrees that regardless of any statute or law to the contrary, any Disputes must be filed within one year after such Dispute arose or be forever barred.
Entire Agreement. These Terms & Conditions sets out all the terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into these Terms & Conditions, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in these Terms & Conditions. The terms may be updated on Delysium sites.
Force Majeure. Delysium and its affiliates will not be liable for any failure or delay in performance of obligation under these Terms & Conditions where the failures or delay results from any cause beyond reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. Force Majeure events include, but are not limited to, upgrades to the validation rules of a given blockchain (e.g., a "hard fork" or "soft fork").
Language. All communications and notices made or given pursuant to these Terms & Conditions must be in English. If Delysium provides a translation of the English language version of these Terms & Conditions, the English language version will control if there is any conflict.
Notices to the User and Delysium. Delysium may provide any notice to the User under these Terms & Conditions by: (i) posting a notice on this site; or (ii) sending a message to the email address associated with the User's account. Notices provided on this site will be effective upon posting and notices provided by email will be effective when the email is sent (whichever is the earlier). It is the User's responsibility to keep the User's email address current. To give Delysium notice under these Terms & Conditions, the User must contact Delysium by support@delysium.com. Delysium may update the address for notices by posting on this site.
Severability. If any portion of these Terms & Conditions is held to be invalid or unenforceable, the remaining portions will remain in full force and effect.
Questions. Please contact Delysium with any questions regarding the Services or these Terms & Conditions at support@delysium.com. Any feedback or questions that Users provide shall be deemed to be non-confidential, and Delysium shall be free to use such information in accordance with its Privacy Policy.