TERMS OF USE

Last updated October 25, 2022

AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between You (user), whether personally or on behalf of an entity (“You”) and Matchingham Games Limited (registered in England and Wales undercompany number 12452205) (https://matchingham.gs), Brian NFTs by BraindomGame, hereby "Company," “We,"“us," or “our”, concerning Your access to and use of the https://braindomgames.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). Brian NFT collection by Braindom games is a limited collection of 5.000 unique 3D NFTs (Non-fungible tokens) with a number of unique attributes captured on Ethereum blockchain. You agree that by accessing the Site, and acquiring/purchasing our NFTs, You have read, understood, and agreed to be bound by all of our Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE THE USE IMMEDIATELY.

Brian NFT collection by Braindom games is a limited collection of 5.000 unique 3D NFTs (Non-fungible tokens) with a number of unique attributes captured on Ethereum blockchain. You agree that by accessing the Site, and acquiring/purchasing our NFTs, You have read, understood, and agreed to be bound by all of our Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE THE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time (collectively “Supplemental Terms”) are hereby expressly incorporated herein by reference. However, unless expressly stated otherwise, these Terms of Use override anything in the Supplemental Terms to the contrary. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use or Supplemental Terms from time to time. We will alert You about any changes by updating the “Last updated” date of these Terms of Use, and You waive any right to receive specific notice of each such change. Please ensure that You check the applicable Terms every time You use our Site so that You understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by Your continued use of the Site after the date such revised Terms of Use are posted. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use the Site.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use the Site.

We are committed and capable to develop the project further as outlined in our roadmap, however, We cannot guarantee the success or future developments of this project. You agree that Your purchase of our NFTs only guarantees You the purchased NFT characters and any future potential airdrops, community gatherings, or other benefits are ancillary to this purchase and not to be taken into consideration with Your initial purchase. You agree that You are not relying on any future commitments by us in using our site and purchasing our NFTs.

You also certify that by acquiring or purchasing our NFTs, You understand that our NFT smart contracts run on the Ethereum blockchain and are bound by their system and terms, there is no ability to undo, reverse, or restore any transactions. Any connected services including this website and its content are provided “as is” and “as available” without any warranty of any kind.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, or except already acquired or purchased NFTs by You, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, graphics or/and any cryptographic assets such as NFTs on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of various jurisdictions, international copyright laws, and international conventions. Moreover, We reserve the right to use any of our NFT characters or asset models for content creation or advertisement.

MONETARY VALUE AND TAXES

Our NFTs serve as collectibles with no inherent value and shall be treated as such. We hold no guarantees that our NFTs are worth any monetary value. And, You are entirely responsible for any tax liability which may arise from purchasing, minting, exchanging, reselling or otherwise disposing the NFTs.

MINTING AND SAFETY OF YOUR PARTICIPATION

Please note that, before minting our NFTs, check and confirm the latest posts on our Discord (https://discord.gg/briannfts) and Twitter (https://twitter.com/braindompuzzle) channels in case, if one of the aforementioned channels gets compromised. For Your own safety, please consider checking both (Discord and Twitter) channels before the mint.

NFT OWNERSHIP

When our NFTs are acquired or purchased by You, the NFT ownership is transferred to You through the Ethereum blockchain for that individual NFT. Ownership of the NFT is dictated by Ethereum blockchain terms and We hold no ability to alter, freeze, seize or modify the ownership of any of our NFTs once the ownership is transferred to You.

TERMS SPECIFIC TO THE BRIAN TOKENS AND THE MARKETPLACE

Subject to their long-term holding of our Brian NFTs, We may, at our sole discretion, decide to reward our dedicated users by granting them Brian Tokens. Brian Tokens will function as an incentive with specific perks associated to the long-term holding of our NFTs by the user. These specific perks may include varying benefits like gift cards, vouchers, access to certain online services etc. and Brian Token holders, once granted, will be able to utilise their Brian Tokens in the online marketplace exclusively created for them (the “Marketplace”).

In the event that You are granted a Brian Token, You, as a Brian Token holder, acknowledge and agree that (i) Brian Tokens and loyalty rewards are not redeemable for cash, have no financial value and cannot be used as a means of payment for goods and services, and that (ii) Brian Tokens are not transferable to other users or other accounts, and that (iii) Marketplace is neither an online store nor an online platform designed to trade, sell or buy any digital assets or cryptographic tokens.

You further understand and agree that Brian Tokens operate in a manner similar to traditional membership cards and are used for marketing purposes as well as for rewarding our loyal users. However, the holding of Brian Tokens does not merely guarantee that You will be granted the said benefits.

You also agree that to the maximum extent permitted by applicable mandatory law, We will not be liable to You for any loss or damage, whether in contract, tort, negligence, breach of statutory duty, or otherwise and howsoever arising, even if foreseeable, arising under or in connection with the use of, or inability to use the Brian Tokens and/or associated benefits (e.g., failure to redeem a gift card or delivery problems regarding goods, in both cases, due to reasons arising from third-party service providers).

REWARDS AND PRIZE DRAWS (RAFFLES) ON MARKETPLACE

Eligibility. You must be at least 16 years of age, and have the legal capacity to agree to these Terms of Use and associated conditions to use the Marketplace.

Marketplace provision and rewards: We reserve the right to offer additional Marketplace benefits or decline to offer certain Marketplace benefits at any time in our sole discretion, with or without notice to You.

All rewards offered are subject to the individual terms and conditions offered by the reward provider. We take no responsibility for the availability of individual rewards or individual terms and conditions.

Changes to Marketplace Terms. The Marketplace benefits are offered at the sole discretion of the Company, which reserves the right to terminate, change, limit, modify, or cancel the Marketplace or any Marketplace terms, rules, regulations, benefits, or conditions of participation at any time.

We reserve the right, at our sole discretion, to change, modify, add or remove any or all portions of these Terms of Use or any other rules, regulations, FAQs, guidelines or other information pertaining to the Marketplace at any time.

If these Terms of Use change in the future, We will let You know by posting updated terms on the Marketplace website, with the most recent modification date. Any changes or modifications will be effective immediately upon posting and You waive any right You have to receive special notice of such change.

General terms. Abuse of the Marketplace, including exploitation of IT vulnerabilities, earning Brian Tokens or any other Marketplace benefits in unlawful manner, and including failure to abide by these Terms of Use, the sale or transfer (or the attempted sale or transfer) of Brian Tokens, and any misrepresentation of fact or other improper conduct as determined by the Company in its sole discretion and judgment may result in cancellation of the benefits and/or rewards and future disqualification from Marketplace participation, forfeiture of all benefits or rewards earned, and cancellation of previously issued but unused rewards or other benefits.

We reserve the right to report any unlawful use and abuse of the Marketplace for prosecution to the relevant authorities.

By participating in the Marketplace, You agree to release the Company and its related, affiliated, parent or subsidiary companies, franchisees, and their respective, directors, managers, officers, employees and agents (collectively, the “Released Parties”) from any and all liability with respect to the misdirection or misuse of any Brian Token or the use of any Brian Token or rewards or benefits by an individual other than You. By participating in the Marketplace, You further agree to release the Released Parties from and against any and all claims, damages, losses, liabilities, and other expenses (including, without limitation, attorney’s fees) relating to Your participation in the Marketplace, use of Brian Tokens, or agreement to these Terms of Use. The Released Parties make no warranty, express or implied, including, but not limited to, any warranties of merchantability or fitness for a particular purpose with respect to the Marketplace, participation in the Marketplace, or any products or services related to the Marketplace.

Any Member chooses to use the Marketplace at its own risk and in no event shall the Company be liable for any direct, consequential, incidental or special damage or loss of any kind including, but not limited to loss of money, damage to User’s good name, User’s identity theft, User’s usage information theft, however caused, including negligence or otherwise except as expressly provided herein.

Occasionally, due to the asynchronous nature of the blockchain, the same reward or benefit can be granted to the multiple eligible users rather than a single user. In such a case, We reserve our right to identify a single user to whom the reward or benefit will be granted, and we may decide to compensate the others. In the event that we decide to compensate the others, the form and means of compensation shall be determined by us in our sole discretion.

PERSONAL AND COMMERCIAL USE

Subject to Your continued agreement with our terms, We grant You an unlimited, worldwide licence to use, copy and display the acquired NFTs, along with any derivative artwork or extensions that You could create or utilize. However, You are not allowed to use our NFTs for illegal purposes, violence or in a way that may cause harm for individuals. The license We grant You for personal and commercial use only applies to the extent that You continue to own our NFTs and are not involved in inappropriate activities mentioned above. We reserve the right to revoke the licence if We deem Your usage of our NFTs are considered illegal or inappropriate.

YOU AGREE TO INDEMNIFY AND PROTECT US

You agree to indemnify and hold us, our officers, directors, employees, agents, attorneys, representatives and shareholders (each, an “Indemnitee”) harmless from and against any and all claims, costs, expenses, damages and liabilities (including such claims, costs, expenses, damages and liabilities based on liability in tort, including strict liability in tort), including reasonable attorneys’ fees and disbursements and other costs of investigation or defense (including those incurred upon any appeal), that may be instituted or asserted against or incurred by us or any such Indemnitee in connection with or arising out of (i) Your use of this Site and associated services, (ii) Your purchase of NFTs as well as any future transactions relating to these NFTs, and (iii) any violation of these Terms of Use by You.

DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

To the maximum extent permitted by applicable mandatory laws, the NFTs and associated Art (i.e., any art, graphics, images, designs, logos, taglines, and drawings that may be associated with an NFT) are provided “as is” and “as available” excluding any warranties of any kind, including, without limitation, any warranty for information, data, uptime or uninterrupted access, any warranties concerning the availability, correctness, accuracy, reliability, usefulness, or content of information, and any merchantability or fitness for a particular purpose, and We hereby disclaim any and all such warranties, express and implied. We do not warrant that the NFTs and associated Art, content, functions or materials contained therein will be timely, secure, uninterrupted or error free, or that defects will be corrected. We make no warranty that the NFTs will meet Your requirements. No advice, results or information, whether oral or written, obtained by You from us or in relation to the NFTs and/or associated Art shall create any warranty not expressly made herein.

To the maximum extent permitted by applicable mandatory law, We will not be liable to You for any loss or damage, whether in contract, tort, negligence, breach of statutory duty, or otherwise and howsoever arising, even if foreseeable, arising under or in connection with the use of, or inability to use, Third Party Services (i.e., any services not operated by us, but provided to You in the context of the use of the NFTs or the Marketplace, including but not limited to services provided by the marketplace OpenSea; payment services; purchase, sale and exchange of digital assets; digital asset wallet; hardware wallet; storage services for the NFTs or the Art), the NFT and associated Art, including but not limited to any losses, damages or claims arising from: (i) Your error, such as forgotten passwords or incorrectly construed transactions; (ii) server failure or data loss; (iii) corrupted account files; (iv) unauthorized access or activities by third parties, including but not limited to the use of viruses, phishing, or other means of attack against the app, network, or the electronic account or (v) security weaknesses, fraud, counterfeiting, and other technological difficulties.

We are not responsible for losses due to blockchains or any other features of the Ethereum network or Third Party Services, including but not limited to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting the Ethereum network, including forks, technical node issues, or any other issues having fund losses as a result. You acknowledge and agree that such technologies are novel, experimental and speculative and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing laws thereto.

We have no control over any Third Party Services. You acknowledge and agree that We are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the Third Party Services, or as a result of any reliance placed by You upon the protection and/or storage of any data You provide to those Third Party Services, or upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any Third Party Services. Please read the general terms applicable to such Third Party Services as You will be required to comply with such terms.

ASSUMPTION OF RISK

As noted above, the NFTs are made available solely for entertainment purposes. You agree that You assume the following risks:

(A) To the extent there is a price or market for a blockchain asset such as a non-fungible token, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) You own, including the NFT, and there is no guarantee that the NFTs will have or retain any value;

(B) the commercial or market value on an NFT that You purchase may materially diminish in value as a result of a variety of things such as negative publicity in connection with the Company brand;

(C) We do not make any promises or guarantees about the availability of the NFT or the Art on the Internet or that they will host the NFT or the Art at any specific location and/or for any specific period of time;

(D) upgrades to the Ethereum platform, a hard fork or other change in the Ethereum platform, a failure or cessation of Ethereum, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using such technologies, including without limitation NFTs;

(E) the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the NFTs;

(F) the risks related to taxation;

(G) that non-fungible tokens are not legal tender and are not back by any government; and

(H) In addition to assuming all of the above risks, You shall (i) have obtained sufficient information to make an informed decision to license the NFT, (ii) understand and agree that the You are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks.

PERSONAL INFORMATION

We use the personal information in order to provide You with services relating to the Auction and the NFTs, including to manage Our contractual relationship with You under this Agreement.

You have certain rights regarding Your personal information, including the following rights to: access Your personal information; rectify the information We hold about You; erase Your personal information; restrict Our use of Your personal information; object to Our use of Your personal information; receive Your personal information in a useable electronic format and transmit it to a third party (right to data portability); and lodge a complaint with Your local data protection authority.

OTHER IMPORTANT TERMS

Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Variation: We may revise this Agreement from time to time. You should read this Agreement carefully prior to the purchase of the NFT.

The Agreement in force at the time of the purchase of the NFT will apply. If We revise this Agreement and You have already purchased an NFT, the revised Agreement will not apply to such purchase.

Governing law. This Agreement, and any dispute arising out of or in connection with it (whether contractual or non-contractual), shall be governed by the laws of England and English Courts will have exclusive jurisdiction.

TO ALL COMMUNITY MEMBERS

We sincerely thank You and appreciate You for being our community member. Our community is the core of our NFT project that would drive the success and allow us to continue reaching new heights.

CONTACT US

For any questions or inquiries related to our project, please contact us at contact@braindomgames.com