Terms of Use
Last Updated: 5 September 2022
DEBEATS Terms of Use - this agreement contains all of the terms of use between DEBEATS and the individual player, herein referred to as the “Users.”
You should read these Terms of Use carefully before using any of our sites, mobile games, mobile applications and/or software (collectively, the “App”) offered by GAMECHAIN SOFTWARE LIMITED (“Company”) and its affiliates. Access to, and use of, the App and the services available through the App (“Services”) are subject to the following terms, conditions and notices (“Terms of Use”). By using the Services, you are agreeing to all of the Terms of Use, as may be updated by us from time to time. You should check this page regularly to take notice of any changes we may have made to the Terms of Use.
DEBEATS is a decentralized music NFT game built on Solana where you can PLAY & CREATE and EARN. As a low-entry game, everyone is able and welcome to start playing and creating, and by wearing your own NFT headphones, you can enjoy the game while earning through self-made beatmaps. As more people join the game, more beatmaps will be produced, meaning that new and unique content will be constantly added to the game. Makers get the joy of building beatmaps for other players to enjoy and, by using NFT headphones, will also receive continuous revenue for their creations.
1. Amendments to Terms of Use
The Company reserves the right to amend these Terms of Use from time to time. Amendments will be effective immediately upon notification on the App or through the Services. Your continued use of the App and the Services following such notification will represent an agreement by you to be bound by the Terms of Use as amended.
2. Who may use the App?
You represent and warrant that (i) you are an individual (not a corporation) and are 13 years old or older; if you are between the ages of 13 and 18, you represent that you have obtained the consent of your parent or legal guardian and the Terms have been reviewed and agreed by them; (ii) all registration information you submit is accurate and truthful; and (iii) you will maintain the accuracy of such information. You also certify that you are legally permitted to use and access the Applications and are fully responsible for the selection and use of and access to the Applications. The Terms are void where prohibited by law, and the right to access the Applications is revoked in such jurisdictions.
The App and the Services are offered only for your personal, non-commercial use. When interacting with the App or the Services, you should exercise caution and common sense to protect your personal safety and health. You agree that the Company is not responsible or liable for any loss, damage, injury, or other matters of any sort incurred as the result of interacting with the App or the Services.
By using the App or the Services you represent and warrant that:
∙ you are not a current resident of the United States of America, China (Mainland), Cuba, Crimea and Sevastopol, Iran, Afghanistan, Syria, North Korea, Antigua and Barbuda, Hong Kong, Thailand, Malaysia, India or Canada (Ontario); and
∙ your access to and use of the App and Services is lawful in your country of residence in the manner in which you access and use them.
3. App
Access to the App is permitted on a temporary basis, and we reserve the right to withdraw or amend the Services without notice. We will not be liable if for any reason the App is unavailable at any time or for any period. From time to time, we may restrict access to some parts or all of the App.
We may from time to time change the rate at which users accumulate tokens using the App. We may reverse benefits allocated to you if we reasonably consider the circumstances justify a reversal, for example if they are allocated to you by mistake or if you accumulated them by misusing the App or the Services or in a way that is fraudulent, dishonest or otherwise unacceptable.
The Applications may include a virtual, in-application currency (“Virtual Currency”) including, but not limited to tokens, chips, coins or points, that may be purchased from us for “real world” money if you are a legal adult in your jurisdiction. The Applications may also include virtual, in-application digital items (“Virtual Goods”) including, but not limited to digital arts, images, beatmaps, music, NFTs, that may be purchased from us for “real world” money or for Virtual Currency. The value of virtual currency and virtual goods is subjective. Prices of virtual currency and virtual goods are subject to volatility and fluctuations. You acknowledge that you fully understand this subjectivity and volatility and that you may lose money.
You are responsible for ensuring your security of access to any digital wallet used by you in connection with the App or the Services.
We make no representation and give no warranty that tokens accumulated through the App or the Services will have any particular value or any monetary value at all. You are liable for any loss or diminution value of Virtual Currency and Virtual Goods.
By building beatmaps NFTs through the App or enabling yours beatmaps NFTs to be accessed by other users within the App, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any content that you create, submit, post, promote, or display on or through the Service. You represent and warrant that such content does not contain material subject to copyright, trademark, publicity rights, or other intellectual property rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant DEBEATS the license described above, and that the content does not violate any laws.
DEBEATS will take down works in response to Digital Millennium Copyright Act (“DMCA”) takedown notices and/or other intellectual property infringement claims and will terminate a user's access to the Service if the user is determined to be a repeat infringer. If you believe that your content has been copied in a way that constitutes copyright or trademark infringement, or violates your publicity or other intellectual property rights, please contact us support@debeats.com.
4. Linked sites
The App may contain links to other apps or websites (Linked Sites), which are not operated by the Company. The Company has no control over the Linked Sites, makes no warranties or representations in relation to the Linked Sites and accepts no responsibility for them or for any loss or damage that may arise from your use of them. Your use of the Linked Sites will be subject to the terms of use and service contained within each respective Linked Site.
5. Privacy policy
Our privacy policy, which sets out how we will use your personal information, can be found on our website. By using the App, you consent to our collection, storage, use and disclosure of your personal information as set out in the privacy policy and warrant that all data provided by you is accurate.
6. Purchase
The Company may offer certain products and Services for purchase through the Apple App Store, Google Play or other external services as authorised by the Company (each an External Service, and any purchases made being an External Service Purchase).
When making a purchase on the Service, you may have the option to pay through an External Service, such as your Apple ID or Google Play account or other external services as authorized by the company (External Service Account) and your External Service Account will be charged for the purchase in accordance with the terms disclosed to you at the time of purchase and the general terms applicable to your External Service Account and as stated by the External Service. You may be charged a sales tax, depending on where you live, which may change from time to time.
If your External Service Purchase includes an automatically renewing subscription, your External Service Account will continue to be periodically charged for the subscription on a monthly basis until you cancel your subscription. You will be automatically charged at the price and time period you agreed to when first making the purchase.
If you do not want to renew your subscription, or if you want to amend or cancel your subscription, you must log into your External Service Account and follow the instructions to manage or cancel your subscription. This applies even if you have deleted your account with us or if you have deleted the App from your device.
If you initiate a chargeback or otherwise reverse a payment made with the Company or your External Service Account, the Company may terminate your subscription immediately in its sole discretion. All purchases are final and non-refundable, except if laws applicable in your jurisdiction provide for refunds.
7. Distribution of mobile application
The company may engage in third parties to distribute the mobile applications. By using the mobile applications, you acknowledge that the Terms are concluded between you and us only (and not with the third parties), and that the third parties are not responsible for any part of the App.
8. Prohibitions
You must not misuse this App or the Services. This means that you must not (among other things):
commit or encourage a criminal offence;
transmit or distribute a virus, trojan, worm, logic bomb or any other material which is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene;
hack into any aspect of the App or the Services, corrupt data, or cause annoyance to other users;
infringe upon the rights of any other person's proprietary rights;
send any unsolicited advertising or promotional material, commonly referred to as “spam”;
attempt to affect the performance or functionality of any computer facilities of or accessed through this App or the Services;
use an emulator or similar third party software to cheat in accumulating benefits or gain an advantage;
make false, inaccurate, misleading or deceptive representations;
engage in fraudulent conduct or abuse, misuse or attempt to abuse or misuse the App or the Services;
submit any content that contravenes any laws;
infringe on the rights of any person who has a copyright, patent, trademark or any other form of intellectual property right, confidentiality or privacy;
contravene any applicable state, federal or international law or regulation;
engage in defamatory or libellous conduct towards any other person;
threaten or harass any other person;
publish or engage in obscene material that in the Company’s sole discretion, is in any way inappropriate or unsuitable for the platform;
publish or participate in publishing any malicious code, script or data that may causes harm, damage or interfere or modify the App or the Services without the express prior written consent from the Company; or
engage in conduct deemed contrary to the spirit of the App or the Services as determined by the Company in its sole discretion.
You agree that, except as these Terms of Use expressly provide otherwise, we do not need to notify you in advance or give you any reasons for any action we may take in connection with your misuse of the App or the Services, including suspending or cancelling your access to the App and the Services.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of this App or to your downloading of any material posted on it, or on any Linked Sites.
We are not liable for any loss of tokens or assets incurred as a result of the suspension or cancellation of your access to the App and the Services.
9. Intellectual property, software and content
The intellectual property rights in all software and content (including images) made available to you on or through the App or the Services remain the property of the Company or its licensors and are protected by copyright laws and treaties around the world. All such rights are reserved by the Company and its licensors. You may store, print and display the content supplied solely for your own personal use. You are not permitted to publish, manipulate, distribute or otherwise reproduce, in any format, any of the content or copies of the content supplied to you or which appears on the App or through the Services nor may you use any such content in connection with any business or commercial enterprise. You must not use the Company’s trade marks (including names and logos) in any circumstances (including by linking on websites or social media) without the Company’s prior written consent.
You grant to the Company a non-exclusive, irrevocable, global licence (including the right to sublicense to third parties) to exercise the intellectual property rights in any content you submit through the App or the Services for any purpose.
10. Linking to the DEBEATS website
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. The DEBEATS website must not be framed on any other site, nor may you create a link to any part of the website other than the home page. We reserve the right to withdraw linking permission without notice. You must not create hyperlinks using any of the Company’s logos.
11. Disclaimer as to ownership of trade marks, images of personalities and third party copyright
Except where expressly stated to the contrary all persons (including their names and images), third party trade marks and content, services and/or locations featured in the App are in no way associated, linked or affiliated with the Company and you should not rely on the existence of such a connection or affiliation. Any trade marks/names featured on the App are owned by the respective trade mark owners. Where a trade mark or brand name is referred to it is used solely to describe or identify the products and services and is in no way an assertion that such products or services are endorsed by or connected to the Company.
12. Indemnity
To the maximum extent permitted by law, you are liable for and must indemnify, defend and hold harmless the Company, its directors, officers, employees, consultants, agents, and affiliates, from any and all liability, loss (including, without limitation, value of NFTs, value of cryptocurrencies, loss of private key etc.), damages, costs or third party claims (including, but not limited to, legal fees on an indemnity basis), however caused, in connection with:
your use of the App or the Services;
any user content submitted by you or on your behalf;
any breach of these Terms of Use by you;
any alleged or actual infringement of a third party’s intellectual property rights or other right in connection with your use of the App or the Services; or
any unlawful or negligent act of you or anyone acting on your behalf.
Each indemnity contained in these Terms of Use is a continuing obligation notwithstanding any settlement of account or the occurrence of any other thing, and it is not necessary for the Company to incur expense or make payment before enforcing or making a claim under an indemnity.
13. Assumption of Risk
You accept and acknowledge:
The value of an NFTs is subjective. Prices of NFTs are subject to volatility and fluctuations in the price of cryptocurrency can also materially and adversely affect NFT prices. You acknowledge that you fully understand this subjectivity and volatility and that you may lose money.
A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility of NFTs.
The regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Service and the utility of NFTs.
You are solely responsible for determining what, if any, taxes apply to your transactions and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. The Company is not responsible for determining, withholding, collecting, reporting, or remitting the taxes that apply to your NFTs.
There are risks associated with purchasing items associated with content created by third parties through peer-to-peer transactions, including but not limited to, the risk of purchasing counterfeit items, mislabeled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, and items that may become untransferable. You represent and warrant that you have done sufficient research before making any decisions to sell, obtain, transfer, or otherwise interact with any NFTs or accounts/collections.
We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible and the Company has no ability to reverse any transactions on the blockchain.
There are risks associated with using Internet and blockchain based products, including, but not limited to, the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your third-party wallet or Account. You accept and acknowledge that the Company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Service or any Blockchain network, however caused.
A private key, or a combination of private keys, is necessary to control and dispose of NFT stored in your digital wallet, vault or other storage mechanism. Accordingly, loss of requisite private key(s) associated with such digital wallet, vault or other storage mechanism storing NFT may result in loss of such NFT. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service which you use, may be able to misappropriate any NFT held by you. We cannot be responsible for any such losses.
The Service relies on third-party platforms and/or vendors. If we are unable to maintain a good relationship with such platform providers and/or vendors; if the terms and conditions or pricing of such platform providers and/or vendors change; if we violate or cannot comply with the terms and conditions of such platforms and/or vendors; or if any of such platforms and/or vendors loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Service will suffer.
The Company reserves the right to hide collections, contracts, and items affected by any of these issues or by other issues. Items you purchase may become inaccessible on the App. Under no circumstances shall the inability to view items on the App or an inability to use the Service in conjunction with the purchase, sale, or transfer of items available on any blockchains serve as grounds for a claim against the Company.
If you have a dispute with one or more users, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
14. Variation
The Company retains the right in its absolute discretion at any time and without notice to amend, remove or vary the Services or any part of the App.
15. Invalidity
If any part of the Terms of Use are unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of the Terms of Use will not be affected and all other clauses remain in full force and effect. So far as possible where any clause/sub-clause or part of a clause/sub-clause can be severed to render the remaining part valid, the clause must be interpreted accordingly. Alternatively, you agree that the clause must be rectified and interpreted in such a way that closely resembles the original meaning of the clause/sub-clause as is permitted by law.
16. Force majeure
The Company will not be in breach of these Terms of Use as a result of, or liable for, any failure or delay in the performance of the Company’s obligations under these Terms of Use to the extent that such failure or delay is wholly or partially caused, directly or indirectly, by any event outside the Company’s reasonable control or any act or omission of you or any third party.
The company will not be responsible or liable to you for any losses you incur as the result of your use of the Solana blockchain, or other blockchain networks, the electronic wallet service, including but not limited to losses, damages or claims arising from: (i) User Error, such as forgotten passwords or incorrectly constructed smart contracts or other transactions; (ii) server failure or data loss; (iii) corrupted wallet files; (iv) loss of private key ; (v) unauthorized access or activities by third parties, including but not limited to the use of viruses, phishing, brute forcing or other means of attack against the games, blockchain networks, or electronic wallet service.
17. Assignment
You must not assign, in whole or in part, or novate your rights and obligations under these Terms of Use without the prior written consent of the Company. The Company may assign its interest under these Terms of Use.
18. Waiver
A right under these Terms of Use may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in the waiver.
19. Exclusion of third party rights
Except under the clause on “Disclaimer as to ownership of trademarks, images of personalities and third party copyright”, no person other than the parties to these Terms of Use has any rights under them, nor are they enforceable by any person other than the parties to them.
20. Dispute Resolution; Arbitration
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating the arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
If a Party is unable to resolve a Dispute through informal negotiations, the Disputes (except those Disputes expressly excluded below) will be finally and exclusively resolved by arbitration in accordance with the international arbitration in Seychelles.
Except where otherwise required by the applicable arbitration rules or applicable law, the arbitration can take place in the Seychelles. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgement on the award entered by the arbitrator.
In no event shall any Dispute brought by either Party related in any way to the Site, the Game and the Smart Contracts be commenced more than one (1) year after the cause of the action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed or jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Waiver of Jury Trial. YOU AND THE COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Company are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class Actions and Class Arbitrations. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE (INCLUDING, WITHOUT LIMITATION, PAGA) OR COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER, PERSON, OR ENTITY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, PERSON, OR ENTITY. Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and the Company agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties. All other claims shall be arbitrated.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with the Company.
21. Governing law and jurisdiction
All matters relating to the App and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of Seychelles without giving effect to any choice or conflict of law provision or rule (whether of Seychelles or any other jurisdiction).
22. App Terms
You are responsible for providing the mobile device, wireless service plan, software, Internet connections, and/or other equipment or services that you need to download, install, and use the App. We do not guarantee that the App can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the App or Service will be available in any particular geographic location.
The following terms and conditions apply to you only if you are using the App from the Apple App Store: To the extent the other terms and conditions of these Terms are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to your use of the App from the Apple App Store. You acknowledge and agree that these Terms are solely between you and the Company, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store’s applicable terms of use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms. You acknowledge that Apple is not responsible for addressing any claims of yours or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation. You acknowledge that, in the event of any third-party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, the Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You must comply with applicable third-party terms of agreement when using the App. You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as they relate to your use of the App, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
23. Complaints
We operate a complaints handling procedure which we will use to try to resolve disputes when they first arise, please let us know if you have any complaints or comments through email - support@DEBEATS.com.