TERMS OF SERVICE DISCLOSURE STATEMENT
RELATING TO PARTICIPATION AND USE OF DIGITAL ASSETS
ASSUMPTION OF RISKS; RELEASE OF EUREKA
Important Note: Digital Assets and/or NFTs are not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in this section is intended to form the basis for any investment decision, and no specific recommendations are made or intended. EUREKA and its Affiliates expressly disclaim any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this section, (ii) any error, omission or inaccuracy in any such information, or(iii) any action resulting from such information.
Participating in the EUREKA game, related platforms, purchasing Digital Assets, and using any Services provided by EUREKA involve significant risks and potential for financial losses, including without limit to the following.
EUREKA remains independent from any cryptocurrency market or cryptocurrency exchange. Independent cryptocurrency market conditions, projects, tokens, or exchanges which experience bankruptcies and subsequent effects have impacted or may impact digital assets, financial conditions, customers, and counterparties, either directly or indirectly. You assume any and all material risk due to market behaviors including excessive redemptions, withdrawals, or a suspension of redemptions or withdrawals. These independent cryptocurrency market conditions, and any others which may arise, are outside the control of EUREKA.
You understand that your purchase of the Digital Assets involved significant risks, all of which you fully and completely assume, including, but not limited to the possibility that (i) the ecosystem, technology and economic models associated with the Digital Assets will not function as intended; (ii) the Digital Assets, its associated blockchain network and ecosystem will fail to attract sufficient interest, use, and adoption from users and key stakeholders; (iii) the Digital Assets may have been previously sold to third party purchasers, including at prices which maybe lower than the price that you may pay, and (iv) parties involved in the development of the Digital Assets, including members of the blockchain ecosystem, may be subject to investigation and punitive actions from governmental authorities.
You affirm that you are at least eighteen (18) years of age, you are the legal age to form a binding contract under applicable laws, or you are permitted to do so by and through the consent of a legal guardian. You are fully able and competent to enter into these terms, conditions, representations, and warranties set forth in this agreement.
THE RISK OF LOSS IN BUYING, HOLDING, AND TRADING DIGITALASSETS THEREIN, INCLUDING THE DIGITAL ASSETS, CAN BE IMMEDIATE AND SUBSTANTIAL.THERE IS NO GUARANTEE AGAINST LOSSES FROM PARTICIPATING IN THE GAME. YOU SHOULDTHEREFORE CAREFULLY CONSIDER WHETHER TRADING OR HOLDING THE DIGITAL ASSETS ISSUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION.
BY PURCHASING, HOLDING, AND USING DIGITAL ASSETS, YOUEXPRESSLY ACKNOWLEDGE AND ASSUME THE FOLLOWING RISKS:
1. Terms of Service for Losing Access to Digital Assets Due to Loss of Private Key(s), Custodial Error or Purchaser Error
A private key, or a combination of private keys, is necessary to control and dispose of Digital Assets and/or NFTs stored in your digital wallet or vault. Accordingly, loss of requisite private key(s)associated with your digital wallet or vault storing Digital Assets will result in loss of such Digital Assets. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a digital wallet or vault service you use, may be able to misappropriate your Digital Asset. EUREKA and its Affiliates are not responsible for any such losses.
Any errors or malfunctions caused by, or otherwise related to, the digital wallet or vault you choose to use or receive and store Digital Assets, including your own failure to properly maintain or use such digital wallet or value held within, may also result in the loss of your Digital Assets. Additionally, your failure to follow precisely the procedures set forth in these terms or any future governmental regulatory laws are the sole responsibility of the participant herein.
2. Terms of Service Associated with the Blockchain Protocol
Because Digital Assets and the Game are based on the blockchain protocol, any malfunction, breakdown or abandonment of the blockchain protocol may have a material adverse effect on the Game or Digital Assets. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Digital Assets and the Game by rendering ineffective the cryptographic consensus mechanism that underpins the blockchain protocol. Upgrades to the Game after it launches or a change in how transactions are confirmed on the Game, may have unintended adverse effects on Digital Assets.
3. Terms of Service for Mining Attacks
As with other decentralized cryptographic Digital Assets based on the Blockchain protocol, the Digital Assets are susceptible to attacks by miners in the course of validating Digital Assets transactions on the blockchain, including, but not limited to, double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the Game and the Digital Assets, including, but not limited to, accurate execution and recording of transactions involving Digital Assets.
4. Terms of Service for Hacking and Security Weaknesses
Digital Assets may be subject to expropriation and/or theft. Hackers or other malicious groups or organizations may attempt to interfere with the Game or the Digital Assets in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing. Furthermore, there is a risk that a third party or a member of the EUREKA team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Game, which could negatively affect the Game and Digital Assets, including EUREKA Services’ utility for obtaining Services.
5. Terms of Service Associated with Markets for Digital Assets
Digital Assets are intended to be used for the sole purpose of game play. This restricts the contemplated avenues for using Digital Assets to obtain Services or access the Game and could therefore create illiquidity risk with respect to Digital Assets you hold. Even if secondary trading of Digital Assets are facilitated by third party exchanges, such exchanges may be subject to little or no regulatory oversight, making them more susceptible to market-related risks. Furthermore, to the extent that third parties do ascribe an external exchange value to Digital Assets (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and impacted by market fluctuation, if any.
6. Terms of Service for Uninsured Losses
Digital Assets are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by us, to offer recourse to you.
7. Terms of Service Associated with Uncertain Regulations and Enforcement Actions
A security is defined by four (4) elements setout in the Supreme Court’s Howey test(established in 1946), under which an asset or arrangement must satisfy four criteria to be deemed an “investment contract”—a type of “security”—by federal law: (1) an investment of money; (2) a common enterprise; (3) with a reasonable expectation of profits; and (4) to be derived from the efforts of others. Digital Assets created or obtained by gameplay in EUREKA do not meet all four (4) elements of the Howey test for securities as defined under the Court’s criteria. Any Digital Asset created by the Game, obtained by playing the Game, or removed from the Game represents a unique piece of distinguishable digital ownership. The Digital Assets created by the Game or obtained by participants are similar to any other collectible. The purchase of game pieces are intended to be used for gameplay and EUREKA does not warrant or have any influence, direct control, or intended value of any game pieces sold for the sole purpose of gameplay. The potential rise or fall in value are due to factors entirely outside the control of any one person, including the Project Managers of EUREKA. EUREKA is a collection of Project Managers which generate interest in EUREKA’s Digital Assets through social media platforms, and not through the efforts of others. The participants themselves are actively engaged in efforts to promote the Digital Assets gained or collected in, or associated with the Game.
The regulatory landscape for Digital Assets is unclear at this time. Because this game is a new frontier in the Digital Assets arena, rules and regulations have not been dictated, set apart from, and remain unclear. EUREKA has sole intention to adapt and comply accordingly at the time such regulations are made clear if determined the game falls within the regulatory scope. It is difficult to predict how or whether regulatory agencies may apply existing regulations with respect to such technology and similar applications. It is not possible to predict how or whether legislature or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Game and Digital Assets. Regulatory actions could negatively impact the Game and Digital Assets in various ways, including, for purposes of illustration only, through a determination that Digital Assets are a regulated financial instrument that requires registration or licensing. EUREKA may cease operations in a jurisdiction in the event that regulatory actions or changes to law or regulations make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
8. Terms of Service Arising from Taxation
The tax characterizations of Digital Assets are uncertain. You must seek your own tax advice in connection with purchasing, holding and utilizing Digital Asset, which may result in adverse tax consequences to you, including withholding taxes, transfer taxes, value added taxes, income taxes, and similar taxes, levies, duties, or other charges and tax reporting requirements. The uncertainty in the tax treatment of Digital Assets and transactions in Digital Assets may expose prospective participants to unforeseen future tax consequences associated with the purchase, ownership, sale, or other use of Digital Assets.
9. Terms of Service for Insufficient Interest in the Game or DistributedApplications
It is possible that the Game will not be used by a larger number of individuals, companies, and other entities or that there will be limited public interest in the creation and development of distributed Games (such as the Game) more generally. Such a lack of use or interest could negatively impact the development of the Game and the potential utility of Digital Asset, including its utility for obtaining Services.
10. Terms of Service Associated with the Development and Maintenance of the Game
The Game is under development and may undergo significant changes over time. The Game’s development will require significant capital, the expertise of EUREKA’s project managers, and substantial time and effort by skilled developers and other parties. EUREKA may not retain the services or developers with the technical skills and expertise needed to successfully develop the Game and progress it to a successful launch. In addition, there can be no assurance that the Game will function as intended or that it will be able to sustain long-term operation of Digital Assets or other large-scale D-apps or cryptocurrencies. Although we intend for Digital Assets and the Game to follow the specifications and will take commercially reasonable steps toward those ends, we may have to make changes to the specifications of Digital Assets or the Game for any number of legitimate reasons. This could create the risk that Digital Assets or the Game, as further developed and maintained, may not meet your expectations at the time of purchasing Digital Asset. Furthermore, despite our good faith efforts to develop and maintain the Game, it is still possible that the Game may experience malfunction or otherwise fail to be adequately or maintained, which may negatively impact the Game and the potential utility of Digital Asset, including its utility for obtaining Services.
EUREKA plans to incorporate various technology solutions into the Game. Some or all of these technology solutions may be new and/or relatively untested. There is significant risk to building and implementing such new technologies that may have never been used, or that are being used indifferent ways. There is no guarantee that such technologies will operate a sintended or as described as advertised or initially published.
11. Terms of Service Associated with Intellectual Property Matters
Except as otherwise specifically provided in this Agreement, no Party shall be deemed to have offered or granted to any other Party any rights or licenses under any present or future Intellectual Property disclosed or arising pursuant to this Agreement. EUREKA retains all rights and strictly prohibits persons or entities from replicating their technology, methods, and processes. The confidentiality agreements on which EUREKA relies to protect certain technologies may be breached, may not be adequate to protect its confidential information, trade secrets, and proprietary technologies and may not provide an adequate remedy in the event of unauthorized use or disclosure of its confidential information, trade secrets or proprietary technology.
Although EUREKA does not believe that the technology, processes and methods relating to the Game have been patented by any third party, it is possible that patents have been issued to third parties that coverall or a portion of the Game. Patent holders or other intellectual property owners may assert that the Game or EUREKA’s methods or practices infringe, misappropriate, or otherwise violate their intellectual property or other proprietary rights. Any such claims, regardless of merit, could result in substantial expenses, divert the attention of management, or materially disrupt the operation of the Game, including through awarded injunctive relief.
12. Terms of Service for Unfavorable Fluctuation of Ether and other Currency Value
The EUREKA team intends to use Digital Assets to fund the maintenance and development of the Game. The proceeds from Digital Assets will be used to fund maintenance, development, and be denominated into other cryptographic and fiat currencies as applicable. If the value of the digital assets fluctuates unfavorably, EUREKA may not be able to fund development, or may not be able to develop or maintain the Game in the manner that it intended.
13. Terms of Service for EUREKA Ceasing Operations
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the cryptographic and fiat currencies, decrease in Digital Asset’s utility (including its utility for obtaining Services), or the failure of commercial relationships, the Game may no longer be viable to operate and EUREKA may cease operations and no longer operate.
14. Terms of Service Arising from Lack of Governance Rights
Digital Assets confer no governance rights of any kind with respect to the Game, to sell more Digital Assets for use in the Game, or to merge or liquidate EUREKA. These decisions could adversely affect the Game and the utility of Digital Assets that you hold, including Digital Assets’ utility for obtaining Services. The regulatory landscape for Digital Assets is unclear at this time. Because this game is a new frontier in the Digital Assets arena, rules and regulations have not been dictated, set apart from, and remain unclear. EUREKA has sole intention to adapt and comply accordingly at the time such regulations are made clear, as applicable.
15. Terms of Service Associated with New and Evolving Laws Impacting Blockchain and Smart Contract Technology
The blockchain and smart contract technology ecosystems, and by extension our own Game, are subject to a variety of state and international laws and regulations, including those with respect to consumer privacy, data protection, consumer protection, content regulation, network neutrality, cybersecurity, data protection, intellectual property (including copyright, patent, trademark, and trade secret laws), defamation, child protection, and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change.
In addition, new laws or regulations affecting EUREKA could be enacted. As the Game evolves, EUREKA may be subject to new laws, regulations, and the application of existing laws to us might change. These laws and regulations are frequently costly to comply with and may divert a significant portion of EUREKA’s attention and resources. If EUREKA fails to comply with these applicable laws or regulations, it could receive negative publicity and be subject to significant liabilities which could adversely impact EUREKA, the Game, and Digital Assets, including Digital Assets’ utility for obtaining Services.
The Game will operate in a new and developing legal environment in conjunction with possible regulatory oversight. Laws regarding sales of Digital Assets sales and cryptocurrencies are developing. As a result, it is possible that there could be legal disputes over the interpretation of smart contracts used in connection with the Game, thus undermining the functionality of the Game and Digital Assets.
16. Excess Game Treasury Distribution
The Game maintains, within itself, a functioning treasury to facilitate game play. If at any time the game treasury exceeds its set capacity for full game function needed for game play, development, and maintenance, Project Managers and others supporting EUREKA may allocate the excess game treasury. Excess game treasury will only be distributed by and through the game treasury and will not detract from game play or game function.
17. Unanticipated Risks
Cryptographic Digital Assets are a new and untested technology. In addition to the risks included in this agreement, there are other risks associated with your participation in the game, holding and use of Digital Assets, including those that EUREKA cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this agreement.