Updated: August 21, 2024
Welcome to Kyzen! Project Kyzen gives birth to a new form of entertainment - Borderless Entertainment. It's a story that lives and grows with the player, in a world that transcends your online and real-world life.
Please read these Terms of Service (“Terms”) carefully, as they constitute a legally binding agreement between you (“you”, “your”, or “User”) and Level Up Games LLC (“Level Up”, “we”, “us” or “our”).
These Terms, together with the End User Licensing Agreement, the Metaverse Privacy Policy and all policies posted on our website(s) and other digital properties and incorporated by reference herein, set out the terms on which Level Up offers you access to and use of (a) the website located at projectkyzen.io and all relevant sub-pages associated with the foregoing URL (the “Site”) and (b) any other applications (e.g., mobile apps, web applications, etc.), add-ons, tools, services and offerings provided by us that make reference to these Terms, including without limitation, smart contracts, blockchain technology and certain digital collectibles, (collectively, including the Site and the Services, the “Kyzen Metaverse”).
These Terms apply wherever and however you access the Kyzen Metaverse, including the Site and mobile apps, but also any other media form, media channel, digital property or mobile website related, linked or otherwise connected to the Kyzen Metaverse, which is controlled by Level Up. These Terms also apply whenever you access or use the Kyzen Metaverse and its related applications, services, software and digital collectibles (collectively, the Services).
You agree that by accessing the Kyzen Metaverse, you have read, understood and agreed to be bound by all of these Terms. Please note that Section 19 contains an arbitration clause and class action waiver. By agreeing to these Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have the dispute decided by a judge or jury, and you waive any right to participate in collective action, whether that be a class action, class arbitration, or representative action.
BY USING OR ACCESSING THE KYZEN METAVERSE IN ANY MANNER, YOU AFFIRM, REPRESENT AND WARRANT THAT NOT ONLY HAVE YOU READ, UNDERSTOOD AND AGREED TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS (INCLUDING ANY ADDITIONAL TERMS, POLICIES AND AGREEMENTS SPECIFIED AND/OR REFERENCED BELOW OR OTHERWISE INCORPORATED INTO THESE TERMS), BUT ALSO THAT (A) YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ENTER INTO THESE TERMS AND MEET ALL OF THE ELIGIBILITY AND OTHER REQUIREMENTS DESCRIBED HEREIN AND (B) THAT YOUR ACCESS AND USE OF THE KYZEN METAVERSE IS PERMITTED BY, AND SHALL NOT VIOLATE, ANY APPLICABLE LAWS, INCLUDING THOSE IN YOUR JURISDICTION. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU ARE PROHIBITED FROM VISITING, ACCESSING, USING, OR TRANSACTING ON THE KYZEN METAVERSE.
IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY ALL OF THE FOREGOING TERMS, YOU MUST NOT ACCESS OR USE THE KYZEN METAVERSE IN ANY MANNER. Our Metaverse Privacy Policy, our End User Licensing Agreement, Acceptable Use Policy, and our DMCA and Take-Down Policy are incorporated by reference into these Terms and are expressly acknowledged and agreed to by you.
1. Eligibility; Accessibility. The information and Services provided by the Kyzen Metaverse are 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 Level Up to any registration requirement within such jurisdiction or country. Accordingly, Users who choose to access the Kyzen Metaverse from locations outside of the United States of America do so on their own initiative. The Kyzen Metaverse is intended for users who are at least 18 years of age, or the age of majority in their jurisdiction, whichever age is greater. If you are not 18, or have not reached the age of majority in your jurisdiction, then you are not permitted to use or register for the Kyzen Metaverse, nor may you use the Services. We are committed to helping those with disabilities access the Kyzen Metaverse. We strive to provide an excellent online experience for all our guests – including those with sight, hearing, and other disabilities. If you have difficulty using or accessing any element of the Kyzen Metaverse or if you have any feedback regarding accessibility of the Kyzen Metaverse, please feel free to contact us at [insert contact email address].
2. Connecting a Cryptocurrency Wallet Is One Method to Access the Kyzen Metaverse. You may access the Kyzen Metaverse either by completing the online registration or by connecting your cryptocurrency wallet to the Kyzen Metaverse. If you choose to connect your cryptocurrency wallet to the Kyzen Metaverse, access to the Kyzen Metaverse is provided via a third-party private key manager service selected by you (e.g., Metamask, Wallet Connect, USB interface for Ledger Wallet, or other), which is capable to support digital collectibles issued using the Ethereum blockchain network and the Layer-2 solution Immutable X. Security and secure access to each account in the Kyzen Metaverse is provided solely by the third-party private key manager you have selected to administer your private key (which may be in the form of a digital collectible). You and the third-party private key manager you select are entirely responsible for security related to your private key, your access to the Kyzen Metaverse and all information that you may have shared with the third-party private key manager (including without limitation, your name, email or phone number). Level Up bears no responsibility for any breach of security or unauthorized access to the wallet you connect to the Kyzen Metaverse (the "Account"). You are advised to: (a) avoid any use of the same password with your selected third-party private key manager than you have ever used elsewhere; and (b) keep your password and any related secret information secure and confidential and to not share it with anyone else.
You acknowledge and agree that by linking your cryptocurrency wallet, you understand that you are solely responsible for maintaining the security of your wallet and your control over any wallet-related authentication credentials, private or public cryptocurrency keys, digital collectibles or cryptocurrencies that are stored in or are accessible through your wallet.
Any unauthorized access to your cryptocurrency wallet by third parties could result in the loss or theft of your digital collectibles and/or funds held in your wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s) as well as making it impossible for you to access your Account. We are not responsible for managing and maintaining the security of your cryptocurrency wallet nor for any unauthorized access to or use of your cryptocurrency wallet. You acknowledge that in the event of any unauthorized use of or access to your Account, private keys or other breach of security, you accept that due to the nature of the Kyzen Metaverse, Level Up will be unable to remedy any issues that arise.
3. In-Game Purchases. Level Up may make available a prepaid balance service (“Kyzen Account Balance”). Your Kyzen Account Balance can only be used to purchase in-game currency (“KOINS”) to obtain certain products and services offered by us in the Kyzen Metaverse. To access the Kyzen Account Balance you may be asked to provide registration details, including without limitation a payment method (specified below) and related billing address in accordance with the Metaverse Privacy Policy. You must provide current, complete, and accurate billing information in order to complete the purchase. Level Up may offer you the ability to use the following payment methods to place KOINS into your Kyzen Account Balance: credit card or a cryptocurrency wallet connected to your Kyzen Account Balance. KOINS can only be purchased in USD or ether (“ETH”). KOINS cannot be sold or traded on secondary markets outside of the Kyzen Metaverse. KOINS may only be redeemed for items within the Kyzen Metaverse. KOINS or other in-game items do not constitute a personal property right and have no value outside the Kyzen Metaverse. The purchasing power of KOINS within the Kyzen Metaverse is subject to change (i.e., some in-game items may be priced at a higher number of KOINS from one day to the next). KOINS may be sold or issued by us in bundles and the price may vary depending on the amount you purchase and where you’re purchasing. We reserve the right to adjust pricing at any time. As we feel it necessary, in our reasonable discretion (or as prescribed by law), we may limit the total amount of KOINS that may be purchased or that may be held in your Kyzen Account Balance in the aggregate. We may restrict how much KOINS you can purchase and/or use based on your location as we have different approaches in different locations.
In some cases, Level Up may offer you surprise giveaways or similar promotions that you may be able to redeem for the purchase of, or discounts on, products and services.
When you make a payment, you represent to Level Up that you are the authorized user of the applicable payment method, and you authorize Level Up to charge your payment method for any fees incurred by you. If your purchases, or acquisition, use or access of or to KOINS are subject to any sales tax, VAT, goods and services tax, or other taxes or fees, including any transaction fees or “gas” imposed by the Ethereum blockchain or fees imposed by Immutable X for exchanging assets, you are responsible for all such applicable taxes and fees, and you authorize Level Up to charge you for such taxes and fees. You are responsible for all purchases made by you or anyone else using your Kyzen Account Balance. The fees displayed for KOINS and other in-game items are subject to change at any time from time to time without notice, and the cost of transacting on the Ethereum blockchain is variable and may increase at any time.
ALL CHARGES INCURRED IN CONNECTION WITH THE KYZEN METAVERSE, INCLUDING PURCHASES OF KOINS, ARE NON-REFUNDABLE IN WHOLE OR IN PART, REGARDLESS OF PAYMENT METHOD, EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW. AS FURTHER OUTLINED IN SECTION 16 BELOW, TRANSACTIONS IN ETH ARE IRREVERSIBLE. YOU ACKNOWLEDGE AND AGREE THAT ONCE YOU USE ETH AS A PAYMENT METHOD, YOU WILL LOSE ACCESS TO, OWNERSHIP OF AND ANY CLAIM ON, SUCH ETH PERMANENTLY. KOINS AND OTHER IN-GAME ITEMS ARE NOT REDEEMABLE FOR MONEY OR MONETARY VALUE FROM LEVEL UP OR ANY OTHER PERSON OR ENTITY.
Level Up reserves the right to change, modify, or otherwise impose usage limits to your Kyzen Account Balance at any time, in its sole discretion. Level Up reserves the right to suspend or terminate any payment issued by you in its sole discretion, including with respect to any actual or potential misuse, fraud, illegal activity, or similar activity. Level Up also reserves the right to change the payment methods at any time. KOINS and other in-game items that are deemed unclaimed property may be surrendered to the applicable authority, as required by applicable law.
You should verify that the proper amount of KOINS has been added to or deducted from your Kyzen Account Balance during any given transaction. Please notify us immediately if you believe that a mistake has been made with respect to your KOINS balance. We’ll investigate your claim, and in doing so, may request some additional information to verify your claim.
4. Account Suspension/Termination. We reserve the right to deny access and use privileges to anyone (and to lock, suspend, restrict or terminate an existing Account) at our sole and absolute discretion, including if we believe there is a question about the identity of the person trying to access any Account, or if we suspect the Account has or will be used for any fraudulent, illegal or other unauthorized purposes. In the event that your Account is terminated, suspended or restricted by us for any reason, you agree that you will not request any refunds or other remuneration for any digital collectibles you may have purchased.
5. Ownership of the Kyzen Metaverse. Unless otherwise indicated in writing by us, the Kyzen Metaverse, all content, and all other materials contained therein, including, without limitation, our logos, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “Kyzen Content”) are protected by copyrights, trademarks, service marks, trade names, international treaties, and/or other proprietary rights and applicable laws, and are owned or controlled by Level Up or our affiliates, licensors, or users, as applicable. The Level Up logo and any Level Up product or service names, logos, or slogans that may appear, in the Kyzen Metaverse or elsewhere are trademarks of Level Up or our affiliates, and may not be copied, imitated or used, in whole or in part, without our prior written permission. In addition, the look and feel of the Kyzen Content, including without limitation, all page headers, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of Level Up and may not be copied, imitated, or used, in whole or in part, without our prior written permission. You agree to protect the proprietary rights of us and all others having rights in the Kyzen Metaverse.
6. Third Party Sites. The Kyzen Metaverse may include hyperlinks to other websites, metaverses, products, services, content, promotions and/or resources (collectively, “Third Party Sites”) that are provided solely as a convenience to you. You acknowledge and agree that we have no control over, and are not responsible for, any Third Party Sites, and that we do not endorse any advertising, products, services or other materials on or made available from any Third Party Sites. Furthermore, you acknowledge and agree that we are not liable, directly or indirectly, for any loss or damage, caused or alleged to be caused, or which may be incurred, as a result of the availability or unavailability, or interoperability, of any Third Party Site, including as a result of any use of, or reliance placed by you upon, any Third Party Site or any advertising, promotions, resources, services, content, products or other materials on, or made available from, any Third Party Site (or the completeness or accuracy thereof). If you access any such Third Party Sites, you do so solely at your own risk, and you hereby expressly waive and release, its affiliates, and their respective officers, employees, directors, shareholders, parents, subsidiaries, agents, suppliers, and licensors from all liability arising from your use of any such Third Party Site. We do not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Kyzen Metaverse; (b) verify or guarantee the accuracy, completeness, usefulness, or adequacy of any other websites, services, goods or other Third Party Sites that may be linked to or from the Kyzen Metaverse; or (c) make any endorsement, express or implied, of any other websites, services, goods or other Third Party Sites that may be linked to or from the Kyzen Metaverse. You agree to access these other websites, services, goods, advertisements or other Third Party Sites at your own risk. For the avoidance of doubt, this paragraph covers websites linked to or from the Kyzen Metaverse. Any statements, opinions, or other information made available by third parties, including users, are solely those of the respective author(s) or distributor(s).
WE DISCLAIM ANY AND ALL LIABILITY, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES, WHETHER ORAL OR WRITTEN, FOR WEBSITES, SERVICES, GOODS, INFORMATION, ADVERTISEMENTS OR OTHER THIRD PARTY SITES THAT MAY BE LINKED TO OR FROM, OR PROVIDED THROUGH, THE KYZEN METAVERSE. YOU ACKNOWLEDGE THAT NO REPRESENTATION HAS BEEN MADE BY US AS TO THE FITNESS OF THE WEBSITES, SERVICES, GOODS, ADVERTISEMENTS OR OTHER THIRD PARTY SITES THAT MAY BE LINKED TO OR FROM THE KYZEN METAVERSE. YOUR USE OF THIRD PARTY SITES IS AT YOUR SOLE RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY SITES (SUCH AS TERMS OF USE OR PRIVACY POLICY OF THE PROVIDERS OF SUCH THIRD PARTY SITES).
7. Rights and Licenses. The Kyzen Metaverse may provide you with the opportunity to submit, post, display, transmit or otherwise make available certain content, including messages, files, data, software, sound, videos, photos, graphics and other items, on or through the Kyzen Metaverse (all of the foregoing, inclusive of all metadata relating thereto, but expressly excluding any Kyzen Content, “User Content”). User Content is owned by you or whoever created it, but when you post User Content you license it to Level Up as described herein. By submitting, transmitting, posting, displaying or otherwise making available any User Content, you grant us a worldwide, irrevocable, perpetual, unrestricted, fully-transferable, non-exclusive, fully-sublicensable (through multiple tiers of sublicensees), royalty-free and paid-up license to use publicly display, transmit, distribute, exploit, publicly perform, and prepare derivative works of such User Content for our lawful business purposes, including to engage other Users, as well as to provide, promote, and improve the Kyzen Metaverse, without obligation. 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 User Content.
Provided that you are eligible to use the Site and the Kyzen Metaverse, you are granted a limited, personal, revocable, non-exclusive, non-sublicensable and non-transferable license to access and use the Site and the Kyzen Metaverse in accordance with these Terms. You acquire absolutely no ownership rights or licenses in or to the Kyzen Metaverse, other than the limited right for you to access and use the Kyzen Metaverse for personal purposes only and in accordance with the Terms. Except for the limited license granted in these Terms, Level Up and its licensors retain and reserve all right, title, interest and all proprietary rights in and to the Kyzen Metaverse, including without limitation copyrights, patents, trademarks, service marks and trade names. Level Up may change, suspend, or discontinue any aspect of the Kyzen Metaverse at any time, without any liability or obligation to you. Level Up, its licensors and service providers reserve all rights not granted in these Terms.
8. User Content Monitoring. We shall have the right, but not the obligation, to monitor, alter or revoke the User Content and any other content submitted to or posted through the Kyzen Metaverse (including the Kyzen Content), at any time and for any reason. We shall have the right, but not the obligation, to edit, refuse to post or remove any User Content submitted to or posted through the Kyzen Metaverse. You acknowledge that we reserve the right to delete, edit, block, correct, refuse to post or permanently remove from our systems any material that is believed to be unlawful, in breach of these Terms or the Community Guidelines or that is otherwise objectionable, at our sole discretion.
9. User Conduct. You agree that, while using the Kyzen Metaverse, you are solely responsible for the content or information you publish, display or otherwise communicate in any manner, or transmit to other users of the Kyzen Metaverse. You will not post on the Kyzen Metaverse, or transmit to other users, or otherwise communicate any defamatory, libelous, slanderous, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially, religiously or ethnically offensive, tortious or illegal material, or any material that infringes or violates another party’s rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). You may link to the Kyzen Metaverse provided that you do so in a way that indicates that the link is direct to the Kyzen Metaverse and is fair and not misleading. You may not integrate or make use of all or part of the Kyzen Metaverse in ways that would confuse or mislead visitors as to the nature and origin of the Kyzen Metaverse’s content.
10. User Restrictions. You agree that, while using the Kyzen Metaverse, you will not, and will not permit any third party to: (i) post or transmit through the Kyzen Metaverse any material which contains advertising or any solicitation with respect to products or services; (ii) remove any proprietary notices, including copyright and trademark notices, or labels from the Kyzen Metaverse on any materials accessed through the Kyzen Metaverse; or (iii) reverse engineer, decompile, disassemble, modify or create works derivative of the Kyzen Metaverse or any materials, including any trademark notices or labels from the Kyzen Metaverse on any materials, accessed through the Kyzen Metaverse. You are solely responsible for ensuring your use of the Kyzen Metaverse is in compliance with all applicable foreign, federal, state and local laws, rules and regulations. All use of the Kyzen Metaverse must be in accordance with these Terms. You may not use, copy, store, reproduce, transmit, distribute, display, modify, alter, license, sublicense, or commercially exploit the Kyzen Metaverse or any Content, information, data or materials provided through the Kyzen Metaverse in any manner not expressly permitted by these Terms. You may not: (i) use any “deep link”, “page scrape”, “robot”, “spider”, or other automatic device, program, script, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Kyzen Metaverse or in any way reproduce or circumvent the navigational structure or presentation of the Kyzen Metaverse to obtain or attempt to obtain any materials, documents, or information through any means not purposefully made available through the Kyzen Metaverse; (ii) attempt to gain unauthorized access to any portion or feature of the Kyzen Metaverse, including without limitation, data or materials not intended for you, the account of any other authorized user or any other systems or networks connected to the Kyzen Metaverse or to any server used by Level Up, by hacking, password “mining” or any other illegitimate or prohibited means; (iii) violate or attempt to violate the security of the Kyzen Metaverse, including without limitation, probe, scan, or test the vulnerability of the Kyzen Metaverse or any network connected to the Kyzen Metaverse, or breach the security or authentication measures on the Kyzen Metaverse, or any network connected to the Kyzen Metaverse; (iv) attempt to interfere with the Kyzen Metaverse being provided to any user, host or network, including, without limitation, by means of submitting a virus to the Kyzen Metaverse, overloading, “flooding,” “mailbombing” or “crashing” the Kyzen Metaverse; (v) reverse look-up, trace, or seek to trace any information on any other authorized user of or visitor to the Kyzen Metaverse; (vi) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Kyzen Metaverse or systems or networks of Level Up or networks connected to the Kyzen Metaverse; (vii) use any device, software, or routine to interfere with the proper working of the Kyzen Metaverse or any transaction being conducted on the Kyzen Metaverse, or with any other person’s use of the Kyzen Metaverse; (viii) use the Kyzen Metaverse to harvest or collect e-mail addresses or other contact information; (ix) market, co-brand, private label, separately distribute, resell or otherwise permit third parties to access and use the Kyzen Metaverse; (x) create an intact reproduction of a page or pages of Kyzen Metaverse into another service; or (xi) use the Kyzen Metaverse in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact Level Up; or (xii) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service.
11. Unsolicited User Ideas. You may choose to submit comments, bug reports, ideas or other feedback about the Kyzen Metaverse, including about how to improve the Kyzen Metaverse (“User Ideas”). By submitting any User Ideas, you agree that we are free to use such User Ideas at our discretion and without additional compensation to you, and to disclose such User Ideas to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, fully-transferable, fully-sublicensable (through multiple tiers of sublicensees), non-exclusive, royalty-free, fully paid-up worldwide license under all rights necessary for us to incorporate, use and improve upon your User Ideas for any purpose, without any payment to you.
12. Digital Millennium Copyright Notice. Other than Kyzen Content, all other trademarks, product names, and logos appearing in the Kyzen Metaverse, including User Content, are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Without limiting the foregoing, if you believe that third-party material appearing in the Kyzen Metaverse infringes your copyright or trademark rights, please file a notice of infringement by contacting the Copyright Agent listed below.
We respect the intellectual property rights of others and attempt to comply with all relevant laws. We will review all claims of copyright infringement received and remove any content deemed to have been posted or distributed in violation of any such laws.
Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
Directed to Copyright Agent at
113 N San Vicente Blvd., Suite 306, Beverly Hills, CA 90211
or
dmcaagent@impacttheory.com
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location in the Kyzen Metaverse where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest
Counter-Notification Procedures. If you believe that material you posted in the Kyzen Metaverse was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our Copyright Agent.
Pursuant to the Act, the Counter-Notice must include substantially the following: (i) your physical or electronic signature; (ii) an identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled; (iii) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (iv) a statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; (v) a statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if you reside outside the United States, for any judicial district in which the Kyzen Metaverse may be found) and that you will accept service from the person (or an agent of that person) who provided the Kyzen Metaverse with the complaint at issue.
The Act allows us to restore the removed content if the party filing the original notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.
Please be aware that if you knowingly materially misrepresent that material or activity in the Kyzen Metaverse was removed or disabled by mistake or misidentification, you may be held liable by us for damages (including costs and attorneys' fees) under Section 512(f) of the Act.
13. Privacy. Your personal information and privacy are important to us. You acknowledge and agree to the collection, use, and disclosure of your personal information through the Kyzen Metaverse (including while you use the Services) in accordance with our Metaverse Privacy Policy, which is incorporated into these Terms.
14. Modifications. You agree and understand that we may modify any part or all of the Kyzen Metaverse without notice, and that we may update these Terms and any other document incorporated by reference therein at any time. Such modification shall be effective immediately upon posting to the Kyzen Metaverse, and we have no obligation to inform you of changes to the Terms. Your access or use of the Kyzen Metaverse after the posting of modifications to the Terms will constitute your acceptance of the modifications.
15. Term and Termination. These Terms will remain in full force and effect while you use the Kyzen Metaverse or the Services and until terminated as set forth below. The right to access the Kyzen Metaverse will automatically terminate in the event you breach any of these terms. Termination will be effective without notice. You may terminate these Terms at any time by ceasing to use the Kyzen Metaverse, the Site or the Services. All applicable provisions of these Terms as identified below will survive termination. Upon termination, you must destroy all copies of any aspect of the Kyzen Metaverse in your possession. The following will survive termination of these Terms for any reason: Level Up’s proprietary rights, indemnity, disclaimers of warranty, limitation of liability, and governing law.
16. Risks Inherent to Smart Contracts and Blockchain Technology
Please note the following risks in accessing or using the Kyzen Metaverse, and in connecting your cryptocurrency wallet and any digital collectibles or other tokens that you may use to obtain access to the Kyzen Metaverse:
You acknowledge that the Kyzen Metaverse incorporates experimental and novel technology, including Layer-2 technologies, and that the use of such technology involves a high degree of risk. For example, there are numerous reasons the Ethereum or Immutable X networks (or zero-knowledge rollup technology) could fail in an unexpected way, resulting in the total and absolute loss of your funds. You hereby assume all risks in connection with your use of the Kyzen Metaverse and expressly waive and release Level Up from any and all liability, claims, causes of action or damages arising out of or in any way relating to you obtaining digital collectibles, tokens or your use of the Kyzen Metaverse.
You understand that the Ethereum and Immutable X networks remain under development, which creates technological and security risks in addition to uncertainty relating to digital collectibles and tokens, including ETH, and your use of the Kyzen Metaverse.
The price and liquidity of blockchain-based assets, including the digital collectibles and tokens such as ETH used to access the Kyzen Metaverse and your Account, are extremely volatile and may be subject to large fluctuations. The value of a digital collectible is subjective and there is no guarantee that digital collectibles will have or retain any value. You acknowledge that you fully understand this subjectivity and volatility and that you may lose value. You agree that you are not relying on any future commitments by Level Up or any representations or warranties concerning value in connection with the digital collectible. You acknowledge and agree that the digital collectible is purely a collectible for entertainment and personal purposes, and not an investment vehicle or substitute for value or any currency. No statement made by Level Up is intended as a profit forecast.
You may receive items in a digital media format of a blockchain-based non-fungible token. The items are a digital collectible designed to mimic tangible collectibles in the physical world and similarly intended for personal use and enjoyment for entertainment or consumptive purposes, and not for speculative or investment purposes, for use as a substitute for currency or medium of exchange, or resale or redistribution. The digital collectibles do not provide any equity or other ownership or profit-sharing interest in Level Up, Project Kyzen, or any affiliates thereof.
You warrant and covenant that you will not portray the digital collectibles as an opportunity to gain an economic benefit or profit, or as an investment, equity, or any other ownership or profit-sharing interest in Level Up, Project Kyzen or any affiliates thereof.
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 digital collectibles.
The regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies and/or unfavorable regulatory intervention in one or more jurisdictions or policies may materially adversely affect the utility and value of digital collectibles. There may be no regulatory recourse from any losses involving digital collectible transactions.
You are solely responsible for determining what, if any, taxes apply to your digital collectible transactions. Level Up is not responsible for determining the taxes that apply to your digital collectibles.
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 digital collectibles or accounts/collections.
Accepting a digital collectible does not convey to you any intellectual property ownership rights in and to any associated linked digital asset and/or artwork, and you shall not copy, prepare derivative works of or distribute any such linked digital asset and/or artwork in any way, in whole or in part.
We do not control the public blockchains that you may be 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 Level Up has no ability to reverse any transactions on the blockchain. Accordingly, losses due to fraudulent or accidental transactions may not be recoverable, and Level Up shall not be responsible for, nor liable for, any such losses.
Upgrades to the network on which the digital collectibles are minted and stored (the “Network”) or another blockchain, a hard fork or other change to the Network or another blockchain, a failure or cessation of the Network or its underlying smart contracts (or native cryptocurrency), or a change in how transactions are confirmed on the Network or another blockchain, may have unintended, adverse effects on all blockchains using those or similar technologies, including the digital collectibles.
There are risks associated with using Internet and/or blockchain-based products, including, but not limited to, the risk associated with hardware, software, and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your third-party wallet or crypto account, and Level Up expressly disclaims any responsibility for these risks.
The data and/or media files associated with each digital collectible may be hosted with a third-party platform and/or vendor. 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 data and/or media files associated with such digital collectible may suffer. Level Up shall not be responsible for, nor liable for, any such third-party platforms and/or vendors.
Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use of the Kyzen Metaverse, as well as the use, transfer, exchange, and value of any digital collectibles you may use to access the Kyzen Metaverse or your Account.
You acknowledge that the metaverse ecosystem is in its infancy and that there could be risks that are unknown to us at this time. You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that we do not give advice or recommendations regarding the Kyzen Metaverse, including the suitability and appropriateness of your use of and involvement in the Kyzen Metaverse. You further acknowledge and agree that the technological and cryptographic systems used to power the Kyzen Metaverse may be subject to malfunctions, bugs, timing errors, hacking and theft, changes to the protocol rules of the relevant blockchain (i.e., “forks”), hardware, software and/or Internet connectivity failures, unauthorized third party data access, and other technological risks, any of which can adversely affect the relevant smart contracts and may expose you to a risk of loss, forfeiture of your Account, your digital collectibles and/or any funds or digital collectibles held in your wallet. You agree and understand that you access and use the Kyzen Metaverse and this Site at your own risk; however, this brief statement does not disclose all of the risks associated with metaverses, digital assets and smart contracts. You agree and understand that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Kyzen Metaverse, however caused, including when you are linking your cryptocurrency wallet.
17. Liability and Indemnification.
17.1 Kyzen Metaverse Provided “As Is” and “As Available”.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, INCLUDING IN THE COMMUNITY GUIDELINES, THE KYZEN CONTENT, KOINS, THE KYZEN METAVERSE, AND THE DIGITAL COLLECTIBLES, KYZEN CONTENT AND OTHER CONTENT CONTAINED OR LISTED THEREIN ARE PROVIDED EXCLUSIVELY ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON- INFRINGEMENT, TITLE, QUIET ENJOYMENT, QUALITY OF INFORMATION, ACCURACY OR COMPLETENESS OF DATA, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR RESULTS THAT MAY BE OBTAINED FROM USE OF THE KYZEN METAVERSE OR KOINS. WE (AND OUR SUPPLIERS AND AFFILIATES) MAKE NO WARRANTY THAT NEITHER THE KYZEN METAVERSE NOR THE SITE WILL (1) MEET YOUR REQUIREMENTS; (2) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (3) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.
17.2 Liability.
WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED IN THE KYZEN METAVERSE. WE DO NOT REPRESENT OR WARRANT THAT KYZEN CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF THE KYZEN METAVERSE AND THE SITE AND KYZEN CONTENT SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE KYZEN METAVERSE, SITE, KOINS, KYZEN CONTENT, ANY DIGITAL COLLECTIBLES USED TO ACCESS THE METAVERSE OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF YOUR ACCOUNT INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS LOST PRIVATE KEYS, FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED SMART CONTRACTS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED CRYPTOCURRENCY WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS, THE SITE OR THE KYZEN METAVERSE; (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE OR THE KYZEN METAVERSE.
WE ARE NOT RESPONSIBLE FOR SUSTAINED CASUALTIES DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE KYZEN METAVERSE. WE ARE NOT RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING ASPECTS OF THE KYZEN METAVERSE INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
17.3 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE KYZEN METAVERSE, KOINS, THE SITE, KYZEN CONTENT, USER CONTENT, THE SERVICES OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE KYZEN METAVERSE, THE SITE, KOINS, KYZEN CONTENT, THE SERVICES OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
IF YOU HAVE AN ISSUE WITH ANY INTERACTION OR TRANSACTION THAT YOU ENTERED INTO WITH ANOTHER USER OF THE SITE OR THE KYZEN METAVERSE, YOU MUST ADDRESS THAT ISSUE DIRECTLY WITH THE OTHER USER AND NOT WITH US – WE HAVE NO OBLIGATION TO ASSIST IN ANY OF THESE DISPUTES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE ACCESS TO AND USE OF THE SITE, KOINS, KYZEN METAVERSE, KYZEN CONTENT, DIGITAL COLLECTIBLES, OR ANY SERVICES SITE EXCEED DIRECT DAMAGES IN EXCESS OF $100, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17.4 Indemnification. You agree to defend, indemnify, and hold Level Up and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (i) breach of any of your representations, warranties or other obligations under these Terms; (ii) your misuse of the the Kyzen Metaverse, KOINS or Kyzen Content; (iii) your gross negligence or willful misconduct; (iv) any transaction that you enter into with another user of the Kyzen Metaverse; or (v) any actual or alleged infringement or misappropriation of third party intellectual property rights related to content you provide, including in the form of User Content or User Ideas. We shall provide notice to you of any such claim, suit, or proceeding and may, but are not obligated to, assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
Notwithstanding any privacy-related laws or regulations to the contrary, we will not and cannot delete data that is stored on the digital collectible or other token that you use to interact with the Kyzen Metaverse and that includes information about your activities and interactions in the Kyzen Metaverse. You agree, to the extent you have instructed us, whether explicitly or implicitly (i.e., by connecting your digital collectible or other token to the Kyzen Metaverse and/or to the Site), to record information regarding such activities or interactions and to hold us harmless and indemnify us (as described above) for any claims or damages founded upon the publication of and/or the inability to delete such information. The indemnification above shall be construed to include and encompass any third-party damages or claims founded upon your use of the digital collectible or other token in conjunction with the Kyzen Metaverse and/or the Site and that is founded upon our inability to subsequently remove or delete the information recorded.
18. Governing Law. These Terms, your rights and obligations, and all actions contemplated by, arising out of or related to these Terms shall be governed by the laws of the State of California, as if these Terms are a contract wholly entered into and wholly performed within the State of California. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THIS SITE AND THE KYZEN METAVERSE AS CONTEMPLATED BY THESE TERMS SHALL BE DEEMED TO HAVE OCCURRED IN THE STATE OF CALIFORNIA AND BE SUBJECT TO THE INTERNAL LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.
19. BINDING ARBITRATION AGREEMENT
This Section 19 constitutes the “Arbitration Agreement.”
A. Subject to sub-section B below, in the event of a dispute arising under or relating to these Terms (“Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All Disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com.
Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in these Terms will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
B. CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
C. SEVERABILITY OF ARBITRATION AGREEMENT
Except as provided herein, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect
D. SURVIVAL OF ARBITRATION AGREEMENT
This Arbitration Agreement will survive the termination of your relationship with us.
20. Severability Of Terms. If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision shall be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, cause, or provision, or any other terms, clause, or provision of these Terms.
21. Assignment. These Terms, and any rights, licenses and privileges granted herein, may not be transferred or assigned by you, but may be assigned or transferred by us without restriction, notice or other obligation to you.
22. No Waiver. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision, and no act, omission or delay by us will be deemed a waiver or release of any of our rights hereunder.
23. No Third Party Beneficiaries. Except as otherwise expressly provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.
24. International Users. While the Kyzen Metaverse is controlled and operated within the United States, this publication may be distributed internationally and may contain references to Level Up services, products, and programs that are not available in your country. These references do not imply that Level Up intends to announce or provide the programs, products, or services in your country. Non Funigble makes no representation that content, materials or products available on or through the Kyzen Metaverse are appropriate or available for use outside of the United States. If you access or use the Kyzen Metaverse from a location outside the United States, you are responsible for compliance with applicable laws, including local laws regarding online conduct and content and product use, and all other local, state and national laws, rules and policies, and U.S. export laws and regulations.