xOFFER Terms & Conditions

These terms of use, together with any other agreements or terms incorporated by reference, including our Privacy Policy (available at https://xoffer.gitbook.io/xoffer-litepaper/documents/legal-documents/privacy-policy ) (the "Terms") set forth the basis on which you are permitted to access and use the website located at https://www.xoffer.io/ (the “Site”), and associated services provided by xOFFER.JSC. ("we", “us”, or the “Company”), through the Site (the “Services”), which Services, for the avoidance of doubt, do not include any third party services made available through the Site, including, without limitation, the dApps (as defined below).

These Terms constitute a binding and enforceable legal contract between Company and You. By using the Services, you agree to these Terms. If you do not agree to any of the provisions set out in these Terms, you should not use the Site or any of the Services, or any of the dApps made available thereon. If you are entering into these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the term "You" will refer to such entity and its affiliates. If the legal entity that you represent does not agree with these Terms, you may not accept these Terms or use the Services.

1. The Services

The Services are a platform for users to distribute, explore, review and download decentralized applications (dApps). The Services further provide users with the opportunity to learn more about crypto and about decentralized technology, to engage in various community activities and to perform quests within participating dApps as part of the Company’s ‘use to earn’ model. In some instances, Users may be rewarded for performing certain activities on the Site, in the Company’s native token, $XO, or third-party tokens (the “Tokens”). Users who stake a certain minimum amount of Tokens, may opt to join the xOFFER DAO, and influence certain governance-related aspects of the Site and Services.

Depending on how you choose to use the Site and Services, you may also be referred to herein as a "Developer" or "User". A “Developer” refers to an individual or a company who submitted a dApp to the Site, to be vetted by the Company and validated by the eligible Users who’ve obtained a certain amount of gamma (as defined below), ultimately for the dApp to be listed on and distributed through the Site. A “User” refers to any other individual or company who visits the Site and is not a Developer.

In order to gain access to most of the Services made available through the Site, you will be prompted to open a xOFFER ID. This will involve, inter alia, connecting a supported wallet and verifying your email and social accounts. You are responsible for maintaining the security of your xOFFER ID, and you are fully responsible for all activities that occur under the xOFFER ID. You may not describe or assign content to your xOFFER ID in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Company may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise damaging or likely to cause damage to Company. You must immediately notify the Company of any unauthorized uses of your xOFFER ID or any other breaches of security.

Company will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions. By creating a xOFFER ID, you also consent to receive electronic communications from the Company (e.g., via email or by posting notices to the Site). These communications may include notices about your xOFFER ID (e.g., password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we may send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys, and other news and information we think will be of interest to you. You may opt-out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

2. Dapp Submission

If you are a Developer, you may submit an application to the Company for listing your dApp and any associated content, graphics, or functions (the “dApp”) on the Site. In the event the Company determines that the dApp is appropriate, you will be prompted to open a xOFFER ID and your dApp will be listed and made public on the Site. Please note that initially, your dApp will be marked as “under validation” for an initial fourteen (14) day period. During this validation period, eligible Users may vote on whether they think the dApp should be listed. Dapps with a minimum validation rating of 3 pts and up, are subsequently listed on the Site as “validated”.

Acceptance and ranking of dApps is determined solely by those eligible Users of the Site who have reached validation status, at their collective discretion. The ranking is for informational purposes only.

You acknowledge that a “validated” dApp is a title which is granted to dApps as a result of a community voting process in which eligible Users of the Site who have reached validation status may review and vote on the status of dApps which Developers submit for review through the Site. A stamp of validation and the associated ranking (3-5) should not be deemed as Company or anyone on its behalf having performed a comprehensive legal, technical or any other review of the dApp and Company assumes no liability or responsibility whatsoever with any dApps made available through the Site, whether validated or not.

If Developer notices any discrepancy between the information about its dApp and the description thereof placed on the Site, please immediately notify the Company at: [e-mail].

The Company retains the right, but not the obligation, to edit, move or remove any dApp if such dApp or Developer is deemed by the Company to violate these Terms or applicable law. The Company will have no liability for editing, moving, removing, or continuing to permit the display of any dApp. If a certain dApp under the view of the Company seems to be inappropriate, the Company also reserves the right not to post or publish any dApp, and to delete, remove or edit any dApp, at any time in its sole discretion without notice or liability.

3. Use of data

Company may collect data relating to Your use of the Site and Services ("User Data"), and You hereby grant the Company permission to collect User Data available on the Site and to use such User Data to improve the Site performance and functionality and improve services and support to Company users and for other business purposes including monitoring, statistical data gathering, diagnostics, comparative analyses, complementary solutions usage, security and software integrity assurance, remote control and support and click performance tracking. Company may use various analytics tools in performing the above. Company does not provide an opt-out option from the use of such analytics tools and therefore You should refrain from creating a xOFFER ID if You do not agree to the use of analytics tools in connection with the User Data. Where applicable, User Data collected by Company will be shared with You or any service provider who may provide You with supplementary services in connection with the Services, including the Developers. Company may further use User Data as set forth in its privacy policy referenced above.

4. Associated services

Advertising. We may offer Developers certain advertising opportunities through the Site and certain options to extend your dApps’ reach, including, through our affiliate program, governed by the xOFFER Terms and Conditions.

Offers and rewards. From time to time, the Company may provide special offers, rewards, Tokens, and incentives to Users who perform certain tasks on the Site or on a dApp, or who choose to participate in the Company’s loyalty program. Rewards are granted in the form of ‘gamma’ points - our internal rewards mechanism which automatically converts into Tokens, after seven (7) days, subject to certain internal authorizations and procedures (“gamma”). Each User’s gamma points are visible to other users on the site. Special offers may be fulfilled by the Company and/or Developers, as the case may be. If fulfilled by Developers, such offers shall be subject to the separate terms and conditions of the Developer and the Company bears no liability or responsibility with respect thereto.

5. Validators and moderators

As a User, if you’ve acquired a certain minimum amount of gamma points, you may have the opportunity to act as a validator or moderator for certain dApps or Site functions.

Validators are responsible for the Site’s policy and have the opportunity to vote on whether a dApp should be listed or not. Moderators are responsible for the Site’s content and have the opportunity to vote on other Site-related aspects.

6. Developer representations and warranties

If you are a Developer, you are entirely responsible for the content of, and any harm resulting from, your dApp. That is the case regardless of whether the content in question constitutes text or graphics. By making the dApp available, you represent and warrant that: (i) the dApp(s), and the content are your original works, or you have obtained all rights, licenses, consents and permissions necessary in order to use, submit and/or advertise the dApp on the Site and the use of the dApp will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party; (ii) you have fully complied with any third-party licenses relating to the dApp, and have done all things necessary to successfully pass through to end users any required terms; (iii) the dApp does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content; (iv) the dApp is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing); (v) the dApp does not contain any content which is obscene, libelous or defamatory, hateful or racially or ethnically objectionable, and does not violate the privacy or publicity rights of any third party; (vi) your dApp is not named in a manner that misleads your readers into thinking that you or your dApp is another person or company. For example, your dApp’s name or associated url is not the name of a person other than yourself or your company; and (vii) you have, in the case of a dApp that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Company or otherwise. The company reserves the right to ban any user from using the Service for any reason.

As a Developer, you undertake not to use the Site to: (i) advertise, display, promote, make available or otherwise communicate to the public any content about the dApp that violates, breaches or is contrary to any law, rule or regulation, or is otherwise illegal; (ii) employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any content from the Site; (iii) violate, bypass or circumvent any security measure intended to limit or prevent access to the Site or otherwise attempt to gain unauthorized access to the services provided on the Site, whether through hacking, unauthorized use of another's person credentials or any other means; (iv) employ any techniques or make use of any services, automated or otherwise, designed to misrepresent the ranking of the dApps, including without limitation by the use of bots, botnets, scripts, apps, plugins, extensions or other automated means where such activity occurs in a multiple or repetitive fashion; (v) deliberately impersonate any person or entity or otherwise misrepresent affiliation with a person or entity, for example, by submitting an inquiry in the name of another person or company; (vi) use the trademark “xOFFER,” the Company’s logo or any other marks belonging or licensed to the Company in any way except as expressly authorized in writing by the Company; all goodwill arising out of your authorized or unauthorized use of the Company’s marks shall belong to the Company.

The Company reserves the right to remove the dApp, and/or suspend or terminate Developer’s access to the Site and/or pursue all legal remedies if the Developer breaches any of the above-mentioned warranties and/or obligations.

7. User obligations and restrictions

In connection with your use of the Services, You agree to comply with all applicable laws, rules, and regulations, including those regarding data privacy and intellectual property rights.

You grant us a worldwide, non-exclusive license to host, copy and use your User Data and any additional information or data provided by you in order to provide You with the Services. Subject to this limited license we do not acquire any right to your data and You or your licensors retain all rights and ownership to your data. You warrant that You have full rights to provide us any data that You provide through the Services. We have policies in place to limit the access of our employees to data. Where policies permit access to the data, it is only for the purpose of providing the Services and supporting You in your use of the Services. The Services are not intended to be used as storage, backup or archiving services. To the extent relevant, it is your responsibility to back up your User Data and you are responsible for any lost or unrecoverable User Data.

You must not misuse the Services. For example, you may not, whether by yourself or anyone on your behalf (a) sell, resell, or lease the Services or your xOFFER ID, or access or attempt to access the Services by any means other than the interface we provided or authorized; (b) circumvent any access or use restrictions put into place to prevent certain uses of the Services; (c) use the Services to store, share or transmit content which is unlawful, infringing, harmful or which violates any person’s rights, including privacy rights and intellectual property rights; (d) attempt to disable, impair, or destroy the Services or Site; or (e) reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.

8. Third-party content

You acknowledge that we have not reviewed, and cannot review, all of the dApps, their associated materials, and any additional third-party materials, including computer software, which may be made available, by Developers or otherwise, through the Site. By operating the Site, we do not represent or imply that we endorse the dApps or any associated materials made available thereon, or that we believe such dApps or materials to be accurate, useful, or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Site may contain dApps or associated content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Site may also contain materials that violate the privacy or publicity rights, or infringe the intellectual property and other proprietary rights of third parties, or the downloading, copying, or use of which is subject to additional terms and conditions, stated or unstated. Company disclaims any responsibility for any harm resulting from the use by Users of the Site, or from any downloading by those Users of dApps made available thereon.

Any links provided on or through the Site, which link to Developers or other third-party websites or applications are used by you at your own risk. When you leave the Site, the information you view is not provided by the Company. These Terms do not govern your use of Developers’ or any other third-parties websites and applications, including the dApps. The Company does not monitor or have any control over and makes no claim or representation regarding these third-party websites and applications. To the extent such links are provided on the Site, they are provided only as a convenience, and a link to another website or application does not imply the Company’s endorsement, adoption, or sponsorship of, or affiliation therewith.

9. Intellectual property

This Agreement does not transfer from Company to you any Company’s or third-party’s intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Company. All text, graphics, user interfaces, visual interfaces, photographs, logos, artwork and computer code provided on the Site, including but not limited to the design, structure, selection, coordination, expression and arrangement of the content contained on the Site, the Company logo, and all other trademarks, service marks, graphics and logos used in connection with Company, or the Site are trademarks or registered trademarks of Company or Company licensors. Other trademarks, service marks, graphics and logos used in connection with the Site may be the trademarks of other third parties. Except as expressly provided in these Terms, no part of the Site and no content indicated therein may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, Site or other medium for publication or distribution for any commercial purpose, without the Company’s express prior written consent.

Any and all description, text, pictures, graphics, and other content or information about the dApps is generated, owned and controlled solely by the Developers, and not by the Company. Company does not claim any ownership rights in the listed dApps, and Developer acknowledges and agrees that it remains solely responsible for any liability associated with or caused by the dApp(s).

10. Risks

You understand and agree that your access and use of the Site and Services is subject to certain risks, inter alia as set forth in this section.

Transactions that are made through the Service utilize experimental technology, including cryptographic systems such as smart contracts, blockchain, cryptocurrencies and decentralized or peer-to-peer networks and systems. You acknowledge and agree that you understand and accept that all such technology is, in some degrees, experimental, that there are inherent risks associated with its use, and that we are not liable or responsible for any resultant errors, failures, risks, or vulnerabilities.

The Services and dApps and the Token, could be impacted by regulatory actions, legislation or proposed legislation or policies which could limit or restrict your ability to access the Service and/or the dApps.

You acknowledge and agree that we are not liable or responsible for any error, failures, risks, or vulnerabilities arising out of the use of the Service and/or the dApps, or any smart contracts, blockchain, cryptocurrencies and associated networks and systems (including, but not limited to, your ability to access the Service and/or the dApps). You acknowledge and agree that we are not liable or responsible for errors or failures caused by you.

11. Important disclaimers

All materials on the Site are for informational purposes only. Neither the Company nor any of the persons or entities involved in any way in respect of the Site provide for legal, financial, trading, economical and/or any other kind of advice or recommendation that may be relied upon. You act at your own risk in accessing or in any way relying on the content of the Site and you are solely responsible for any consequences thereof.

The Company does not control, and makes no representations or warranties with respect to any dApp which may be available through the Site or through links from the Site to any website or service belonging to a Developer or any other third party. The Company acts merely as a passive conduit and/or host for the distribution of the dApps’ content, and plays no active role in the development thereof. Developers are and will always be solely responsible for their dApps.

The Company does not undertake or assume any duty to monitor or vet the dApps and/or any associate content or functions to ensure they are appropriate, non-infringing, or otherwise in compliance with these Terms or applicable law. Notwithstanding, the Company reserves the right to block, remove or delete any dApp and/or any associated content, at any time, and to limit or restrict access to any dApp for any reason and without liability, including without limitation, if the Company has a reason to believe that such dApp and/or its associated content does or might infringe the rights of any third party, or is in breach of these Terms or applicable law, or is otherwise unacceptable.

THE COMPANY DOES NOT GUARANTEE THAT THE SITE OR SERVICES OR ANY ASSOCIATED SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED. THE COMPANY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY DEVELOPER OR OTHER THIRD PARTIES IN CONNECTION WITH OR RELATED TO USER’S USE OF THE SITE OR SERVICES. USERS TAKE FULL RESPONSIBILITY FOR THE USE OF ANY DAPPS MADE AVAILABLE THROUGH THE SITE AND SERVICES AND ANY WEBSITES OR SERVICES PROVIDED BY ANY THIRD PARTY.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Company BE LIABLE FOR (I) INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR (II) LOSS OF PROFITS OR REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, IN EACH CASE ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO ACCESS OR USE THE SITE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR TO THE PLATFORM OR SERVICES EXCEED AN AMOUNT OF US$100.00.

13. Modifications of the site, the services or these terms

The Company may, at any time, with or without notice: (i) modify, suspend or terminate operation of or access to the Site, the Services, or any portion thereof, for any reason, including, without limitation, to perform maintenance, error correction, or other changes; (ii) modify these Terms or any other policies or terms associated with the Site and/or the Services. Any changes to these Terms will become effective upon the date on which it is posted on the Site. You are responsible for checking the Site regularly for such changes. By continuing to access or use the Site and Services you agree to be bound by the revised Terms

14. General

These Terms are governed by the laws of the British Virgin Islands, excluding rules as to choice and conflicts of law and the competent courts in the British Virgin Islands will have exclusive jurisdiction; however, Company or its affiliate may bring suit for payment in the country where Your entity is located. You and Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.

If any part of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.

No waiver by us of a breach of any of the provisions of terms of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms.

Nothing in these Terms shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and Company.

These Terms contain the entire agreement between Company and You relating to your use of the Services and supersedes any and all prior agreements between Company and You in relation to the same. You confirm that, in agreeing to accept these Terms, You have not relied on any representation except as has expressly been made by Company in these Terms.

You may not assign your rights or delegate your obligations under these Terms without the Company's prior written consent. Any purported assignment contrary to this section will be null and void. Company may assign its obligations hereunder.

There are no third-party beneficiaries to these Terms. Without limiting this section, Users are not third-party beneficiaries to your rights under these Terms.