In these terms of business, the following words and phrases shall (unless the context otherwise requires) have the meanings set out beside them:

“Force Majeure” means circumstances beyond our reasonable control, including (without limitation), acts of God; earthquakes; fires; floods; wars; civil or military disturbances; acts of terrorism; sabotage; strikes; epidemics; riots; power failures; computer failure and any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labour disputes; acts of civil or military authority; governmental actions; or inability to obtain labour, material, equipment or transportation.

“Intellectual Property” means all trademarks, service marks and trade names as well as images, graphics, text, copyright, database rights, moral rights, author’s rights, design rights (whether capable of being registered or otherwise), concepts or methodologies found on the Website or the Metaverse, your [account/wallet] and the material contained therein, also hereinafter referred to as ‘Content’, which are the exclusive property of the Company. You may retrieve and display Content from the Website on a computer screen, strictly for your own personal, non-commercial use. All other usage is precluded unless Company’s prior written consent is obtained.

“Prohibited Jurisdictions” means such jurisdictions as shall be notified on the Website from time to time;

“Relevant Age” means 18 years old;

“Website” means our website at www.uforika.io .

Introduction and description of what we offer

2.1 These terms and conditions govern the relationship between UFORIKA Limited (a company incorporated in the Isle of Man with company number 020012V and having its registered office at PO Box 227, Clinch’s House, Lord Street, Douglas, Isle of Man IM99 1RZ (referred to throughout as “the Company”; “us”; “we” or “our” where appropriate) and the person who enters into this agreement (referred to throughout as “you” or “your” where appropriate).

2.2 By registering a wallet with us on the Website, via an App or any other mobile application that we may provide from time to time, you hereby agree that you have read, understood, acknowledged and agreed these terms of business and will be bound by them. You also agree that you have read, understood, acknowledged and agreed the terms of our privacy policy which can be found here: [insert hyperlink]. If you do not agree to these terms of business, you should not register an account or create a wallet with us and you should not use our services.

2.3 It is your responsibility to ensure that your personal information in your wallet is kept current and up-to-date. You can amend your details at any time on the Website. We will only contact you using the details provided on your wallet and we will not have any liability to you for any non-receipt or non-delivery of communications as a result of the details on your account being incorrect.

2.4 UFORIKA is a decentralised metaverse environment built on the Polygon network (the “Metaverse”). By creating a wallet with us, you can participate in the Metaverse and take advantage of all that it has to offer. For more details about the UFORIKA user experience and the range of things that you can do in the Metaverse, please refer to our Litepaper, a link to which is https://www.uforika.io/privacy-policy
2.5 We will issue ERC-20 compliant digital tokens (known as “$FORA”) that you can purchase or earn in order to participate in the activities in the Metaverse (such as battles, races and the marketplace). The $FORA tokens will initially be available in private and public pre-sale rounds, and it is our intention to have them accepted by recognised digital asset exchanges in the future. For full details of how you can purchase, earn and use the $FORA tokens, please refer to the Website.

2.6 We will issue non-fungible tokens (“NFTs”) which will represent ownership of particular items in the Metaverse. The NFTs will be ERC-1155 compliant. For full details of how you can purchase and use the NFTs, please refer to the Website.

3. Risk warnings and the use/purpose of the $FORA tokens and the NFTs

3.1 You should be aware that carrying out transactions in digital assets or cryptocurrencies carries a certain level of risk and that the value of digital assets can go up or down, sometimes with a greater degree of volatility than fiat currencies. By registering a wallet with us, you represent and warrant that you are aware of these risks and you acknowledge and accept that under no circumstances will we be liable to you for fluctuations in the value of the $FORA tokens or the NFTs, or any losses that you may incur as a result of such. 

3.2 The intended purpose of the $FORA tokens and the NFTs is to facilitate the provision and receipt of services through the Metaverse that we are developing. You should not acquire $FORA tokens or NFTs for speculative or investment purposes. 

3.3 Ownership of $FORA tokens and NFTs carries no rights, express or implied, other than the right to use them as a means to enable usage of and interaction with the Metaverse. In particular, you understand and accept that neither the $FORA tokens nor the NFTs represent or confer any ownership right or stake, share, equity or security or equivalent rights, or any right to receive future revenue shares, Intellectual Property rights or any other form of participation or governance in or relating to the Metaverse and/or the Company and its corporate affiliates, other than rights relating to the potential future provision and receipt of services in the Metaverse, subject to limitations and conditions in these terms and conditions and our applicable policies (such as, for example, our privacy policy). You do not have any right to ask the Company to redeem either the $FORA tokens or the NFTs for fiat money or any other representation of value and the Company will not offer such a service. Neither the $FORA tokens nor the NFTs are intended to be a representation of money (including electronic money); security; commodity; bond; debt instrument or any other kind of financial instrument or investment. Protections offered by applicable law in relation to the purchase and offering of the aforementioned financial instruments and/or investments do not apply to the purchase of $FORA tokens or NFTs and neither these terms and conditions nor the Litepaper constitutes a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy, any investment or financial instrument in any jurisdiction. $FORA tokens and NFTs should not be acquired for speculative or investment purposes with the expectation of making a profit on immediate reoffering.

3.4 We make no representations and give no warranties or undertakings that the $FORA tokens or the NFTs:

3.4.1 will be tradable at a future date;

3.4.2 will be listed on third-party exchanges; or

3.4.3 will have any saleable value.

4. Amendments to these terms of business

We reserve the right, in our absolute discretion, to amend these terms of business at any time. If we do so, we will make reasonable efforts to notify you of any materially significant, non-clerical changes by emailing you at the email address you have registered with us. It is however your responsibility to review these terms of business from time to time. Your continued use of your wallet will constitute your acceptance of any amendments that we may make to these terms of business from time to time. If you do not accept the amendments, you should not continue to use your wallet.

5. Registering a wallet with us

5.1 In order to create a wallet with us, you must log onto the Website and register as a user by following the ‘Registration’ link on the homepage.

5.2 In order to register with us, you must be an individual of at least the Relevant Age and you must not be resident in a Prohibited Jurisdiction. In addition, the transfer or remittance of cryptocurrency and/or NFTs must not be illegal in your jurisdiction of residence. If we are unable to confirm that you are of the Relevant Age, that you are not resident in a Prohibited Jurisdiction or that your jurisdiction of residence allows for the transfer or remittance of cryptocurrency and/or NFTs, then we may suspend your wallet until such time that we are able to confirm such matters. If you are subsequently proven to have been under the Relevant Age at the time you opened your wallet with us, we reserve the right to close your /wallet, at our sole discretion.

5.3 You represent and warrant that:

5.3.1 you are aged 18 or over; 

5.3.2 you are not acting on behalf of any other person; 

5.3.3 you are not legally incapacitated from entering into a binding contract with us; and

5.3.4 you will provide us with accurate and complete information at all times.

5.4 Your wallet will be automatically activated once you have completed the registration process. We reserve the right in our absolute discretion to deactivate your wallet (including if you have provided us with false or incorrect information) and we are not obliged to give you a reason for this.

5.5 By agreeing to these terms and conditions, you authorise us to undertake any such verification checks from time to time as we may be required to perform by law or regulation to confirm the facts that you have provided to us. You agree that from time to time, upon our request, you may be required to provide additional details in respect of any information you have provided to us. 

5.6 In certain circumstances we may have to contact you and ask you to provide further information to use directly in order to comply with our legal and regulatory requirements. For this purpose, we will be entitled, at our sole discretion, to require that you provide us with documentation certified or notarised in accordance with the applicable law of your jurisdiction of residence. Such documentation may include photographic proof of identity such as passport or national identity card; proof of address; utility bills; bank details, bank statements and bank references. Until such information has been supplied to our satisfaction, we may prevent any activity to be undertaken by you in relation to your wallet.  You may also be required to answer one or more security questions. You may also be required to update the information or data or to provide additional items as part of ongoing efforts to prevent fraudulent activities.

5.7 We will make every effort to maintain the highest possible standards of compliance with all of our anti-money laundering, anti-terrorist financing and other applicable regulatory requirements. In order to prevent money laundering, terrorist financing and sanctions breaches, we reserve the right to monitor and examine all and any of your transactions (in this regard we reserve the right to request the necessary/additional documents as explained in clause 5.6 above), including which at our sole discretion are particularly likely, by their nature, to be related to money laundering or the funding of terrorism. You may not use our services in any way directly or indirectly related to money laundering, terrorist financing or breaches of sanctions. By accessing the Website and/or registering an [account/wallet] with us, you agree to abide with all rules and regulations relating to anti-money laundering, countering the financing of terrorism and economic or criminal sanctions administered or enforced by any country, government or international authority. If we suspect, at our sole discretion, that a particular transaction may be related to money laundering and/or the funding of terrorism, we shall not process such transaction/payment and shall have the right to disable or terminate your [account/wallet]. Please note that if this is the case, we may be required to disclose your personal data and details of such transaction to the relevant authorities as may be applicable.

5.8 Our privacy policy explains what we will do with the personal data that you send to us. In accordance with our privacy policy, you accept that we may from time to time and at our sole discretion, utilise the services of third parties to validate the personal information that you have provided to us. By accepting these terms and conditions, you consent to these validation checks being made by or with these third parties. A link to our privacy policy is https://www.uforika.io/privacy-policy

6. Maintaining your wallet and wallet security

You are responsible for:
maintaining the confidentially of your wallet details;  

all uses of your wallet where your wallet details have been entered correctly, whether authorised or unauthorised; and 
the security of the device(s) used to access your wallet.

6.2 You agree to:

6.2.1 keep your wallet details confidential and not share them with anyone else (and you acknowledge that your wallet cannot be co-owned with anyone else);

6.2.2 immediately notify us of any unauthorised use of your wallet or any other breach of security; and 

6.2.3 only establish one wallet with us (we reserve the right to close any duplicate wallets).

6.3 If you forget or lose your wallet log-in details or password, please contact us at [insert] OR click on the ‘lost password’ link on the Website.

6.4 We reserve the right to suspend access to your wallet or to freeze it if we become aware (or have reasonable grounds for suspecting) that your wallet is being used by a third party.

7. Funding your wallet and purchasing $FORA tokens

7.1 You may fund your Uforika wallet with cryptocurrency only. Fiat currency is not accepted. Further details of how to purchase $FORA tokens can be found on the Website at the following link: [•].

7.2 If you wish to purchase $FORA tokens, you must do so through a third-party digital asset exchange, as explained on the Website using the link in clause 7.1 above. You cannot purchase $FORA tokens directly from us and you should not attempt to send us cryptocurrency or fiat currency at any time.

7.3 You are solely responsible for determining what, if any, taxes apply to your purchase of $FORA tokens and NFTs if applicable, including, for example, offerings, use, value added, and similar taxes. It is also your sole responsibility to withhold, collect, report, pay, settle and/or remit the correct taxes to the appropriate tax authorities in such jurisdiction in which you may be liable to tax. We are not responsible for withholding, collecting, reporting, paying, settling and/or remitting any offerings, use, value added, or similar tax arising from your purchase of $FORA tokens or NFTs. We cannot and do not provide tax advice and we recommend that you seek appropriate professional advice in this area if required.

8. Your representations and warranties

8.1 By creating a wallet with us, you represent and warrant that:

8.1.1 You have read and understand these terms and conditions;

8.1.2 You have sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand these terms and conditions and to appreciate the risks and implications of purchasing, holding and using the $FORA Tokens and the NFTs;

8.1.3 You have obtained sufficient information about the $FORA Tokens and the NFTs to make an informed decision to purchase, hold and use the $FORA Tokens and the NFTs;

8.1.4 You understand that the $FORA Tokens and the NFTs confer only the right to participate in the Metaverse and confer no other rights of any form with respect to the Company or its corporate affiliates, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of Intellectual Property), or other financial or legal rights;

8.1.5 You are not purchasing $FORA Tokens or NFTs for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes;

8.1.6 Your purchase of $FORA Tokens or NFTs, and your use of the Metaverse, complies with applicable law and regulation in your jurisdiction, and the law and regulation of  any jurisdiction to which you may be subject, including, but not limited to: (i) legal capacity and any other threshold requirements for purchasing the $FORA Tokens and the NFTs, using the $FORA Tokens and the NFTs, and entering into contracts with us; (ii) any foreign exchange or regulatory restrictions applicable to purchases you make from us; and (iii) any governmental or other consents that may need to be obtained;

8.1.7 Your purchase of $FORA Tokens or NFTs shall be made in full compliance with any applicable tax obligations to which you may be subject in any relevant jurisdiction;

8.1.8 You are registering a wallet with us solely on your own behalf and not on behalf of any other person;

8.1.9 you are at least 18 years of age and have sufficient legal capacity to accept these Terms and enter into a binding agreement with us;

8.1.10 you are not resident in a jurisdiction in which access to, or use of, the Metaverse is prohibited by applicable law;

8.1.11 you are not the subject of any sanctions administered or enforced by any country, government or international authority nor are you resident in a country or territory that is the subject of a country-wide or territory wide sanction imposed by any country or government or international authority; and

8.1.12 you will refrain from attempting to: (i) reproduce, modify, reverse-engineer, distribute, disseminate, copy or recreate any parts of the Website or the Metaverse or their source code; (ii) introduce any virus or other malicious code or software into the Website or the Metaverse; or (iii) hack or disable the Website or the Metaverse.

8.2 If we have reasonable grounds for believing that you have breached any of the representations and warranties set out in clause 8.1, we reserve the right to suspend and/or terminate your wallet without notice to you.

9. Suspension and closure of your wallet 

8.1 We shall be entitled to suspend your wallet in the circumstances expressly set out in these terms and conditions or at our sole and absolute discretion as the circumstances may reasonably warrant. Upon the suspension of your wallet:

8.1.1 no activity shall be permitted until the date upon which we re-activate your wallet; and

8.1.2 we shall address the issue that has given rise to your wallet suspension with a view to resolving it as soon as reasonably practicable so that you wallet can, as appropriate, either be re-activated or closed. 

8.2 We reserve the right, at our sole and absolute discretion, to close your wallet and terminate these terms and conditions (notwithstanding any other provisions contained in these terms and conditions) on written notice (or attempted notice) to you using your contact details. In the event of such termination by us, you must transfer any tokens in your wallet to another wallet provider. If you do not do so, or if we cannot contact you, your wallet will be suspended and you may lose access to the tokens until such time as you transfer them to another wallet provider.

8.3 You acknowledge that your failure to comply with these terms of business may result in the suspension and/or termination of your wallet, forfeiture of funds and/or legal action against you.

8.4 You may choose to close your wallet by contacting us using the contact details provided in the “Contact Us” section on the Website. As part of the closure process you must transfer any assets in your wallet to another wallet provider.

10. Security measures that we take

We cannot guarantee that the Website or the Metaverse will be available at all times, but we will take all reasonable steps to avoid technical malfunctions, downtime etc. on our servers. We do not give any warranty or representation (express or implied) that the Website or the Metaverse will always be available or that your use of the same will always be uninterrupted, secure or free of errors or viruses. You should ensure that the device(s) on which you access Website or the Metaverse has appropriate security protections installed on it. We reserve the right to suspend access to the Website or the Metaverse at any time and we will not be liable to you in any circumstances if you are unable to access the Website or the Metaverse or they are unavailable for any reason.

11. Metaverse Fees

We do not charge a fee for you to create or maintain a wallet with us. The only fees that we charge are in relation to transactions in the ‘marketplace’ section of the Metaverse. Further details of such fees, and how the marketplace operates, can be found on the Website.

12. Complaints procedure and dispute resolution

12.1 If you experience any problems with your wallet, or you identify any issues with the Metaverse, please contact us at info@uforika.io. If at any time you have a complaint about your user experience, we would ask you to contact us at info@uforika.io. We undertake to look into complaints promptly and to do what we can to resolve the position.

13. Indemnification and limitation of liability

13.1 You agree to fully indemnify, defend and hold us, and our officers, directors, employees, consultants, advisors, agents and suppliers harmless, immediately upon demand, from and against all claims, liabilities, damages, losses, costs and expenses, including legal fees, (regardless of theory of law) arising out of your breach of any of these terms and conditions or the misuse of the Website by you or any other person accessing the Website using your wallet details.

13.2 No employee, officer, consultant or director of the Company shall be liable in their personal capacity for any claim whatsoever arising from or in connection with the services provided to you. Any such claim (whether arising in contract, tort or otherwise) shall be enforceable only against the Company and may be satisfied only from the assets of the Company (and not from the personal estates of any individual referred to above).

13.3 To the fullest extent permitted by applicable law, in no event will we be liable to you for any direct, indirect, special, incidental, consequential or exemplary loss of any kind (including but not limited to):

13.3.1 loss of revenue, income or profits;

13.3.2 loss of use of data; 

13.3.2 the interception, misuse, failure or delay of any information transmitted over the internet (unless the same is caused by our wilful default or fraud);

13.3.3 damage to your computer, hardware, computer software or other equipment or technology including, without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction (unless the same is caused by our wilful default or fraud);

13.3.3 you providing incorrect details to us for the purpose of establishing, maintaining or closing your wallet;

13.3.4 you allowing third parties to use your wallet;

13.3.5 mistake, misprint, misinterpretation, mishearing, misreading, mistranslation, spelling mistake, fault in reading, transaction error, technical failure, technical hazard, registration error, manifest error, or Force Majeure and/or any other similar event;

13.3.6 you breaching these terms and conditions;

13.3.7 your performance of illegal activities; or

13.3.8 financial risk and loss, including but not limited to variances in exchange rates,

regardless of the cause of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal or equitable basis (even if we have been advised of the possibility of such losses and regardless of whether such losses were foreseeable).

13.4 In no event will our aggregate liability to you, whether in contract, tort (including negligence, whether active, passive or imputed), or other legal or equitable basis, arising out of or relating to these terms and conditions or the use of or inability to use the $FORA tokens; the NFTs or the Metaverse, exceed  the maximum fiat value of the assets held in your wallet in the 12-month period immediately preceding the date that you notify us of a claim against us.

13.5 The limitations set forth in this clause 13 will not limit or exclude our liability for gross negligence, fraud or wilful misconduct.

13.6 To the fullest extent permitted by applicable law and except as otherwise specified in writing by us, (a) we do not give any warranties or representations of any kind, and we expressly disclaim all implied warranties as to, the $FORA Tokens, the NFTs or the Metaverse, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement; (b) we do not represent or warrant that the $FORA Tokens, the NFTs or the Metaverse are reliable, current or error-free, meet your requirements, or that defects in the $FORA Tokens, the NFTs or the Metaverse will be corrected; and (c) we cannot and do not represent or warrant that the $FORA Tokens, the NFTs or the Metaverse or the delivery mechanism for $FORA Tokens, the NFTs or the Metaverse are free of viruses or other harmful components.

14. Intellectual Property

14.1 You acknowledge and agree that all right, title and interest in the Intellectual Property is and remains at all times our property. Any use of the Intellectual Property without our prior written consent is not permitted. You agree not to (and agree not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit, or tamper with our Intellectual Property in any manner whatsoever.

14.2 You acknowledge and agree that the material and content contained within the Website is made available for your personal, non-commercial use only. Any other use of such material and content is strictly prohibited.

14.3 We hereby grant you a licence to use our Intellectual Property strictly and only in order to make use of our services, subject to these terms and conditions. All rights in the Intellectual Property are reserved, and you may use the Intellectual Property only as licensed to you in accordance with these terms of business.

15. Communications

15.1 Unless we agree otherwise with you, our main form of communication with you will be by electronic means, either sent to you via e-mail or posted on the Website (as applicable). All such communications will be considered “in writing” and will be considered received by you within 24 hours from the time in which the notice was sent to you by email or posted on the website.

15.2 We are hereby authorised, but are not obliged, to rely upon or to act in accordance with any instruction which may from time to time be or purport to be given by you in writing (including by email or other electronic means) without enquiry on our part as to the authority or identity of the person giving or purporting to give such instruction.

16. Third party rights

No person other than a party to these terms of business, their successors and permitted transferees or assigns, shall have any right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 2001 unless we expressly agree in writing to such third party rights.

17. Regulatory status

We are registered with the Isle of Man Financial Services Authority pursuant to the Designated Businesses (Registration and Oversight) Act 2015. We are not licensed by the Isle of Man Financial Services Authority to conduct regulated activities. We are not a digital asset exchange and we do not provide a custody service. 

18. Entire agreement

These terms and conditions constitute the entire agreement and understanding between us and you regarding your registration on, and access to, the Website or the Metaverse. In addition to these terms and conditions, we have a number of separate policies and user guides/manuals for the Metaverse] (such as our privacy policy and user conduct/community standards policy) which are available on the Website.

19. Language

The English language version of these terms and conditions will prevail over any other language version issued by us, if applicable. For languages other than English, we shall have no liability for any incorrect or inaccurate translation appearing in the terms and conditions, nor for any damage incurred by you as a result of the mistranslation.

20. Assignment

These terms and conditions are personal to you, and are not assignable, transferable or sub-licensable by you except with our prior written consent. We reserve the right to assign, transfer or delegate any of our rights and obligations hereunder to any third party. If we do so, we shall provide notice of this on the Website.

21. Governing Law and Jurisdiction

20.1 These terms of business and any dispute or claim arising out of, or in connection with, their subject matter or formation (including non-contractual disputes or claims) shall be governed and construed in accordance with the laws of the Isle of Man. 

20.2 Any dispute arising out of or in connection with these terms and conditions or our provision of services to you, including any question regarding the existence, validity or termination of these terms and conditions, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one and the seat, or legal place, of the arbitration shall be in the Isle of Man. The language to be used in the arbitral proceedings shall be English.