TERMS OF SERVICE

Last updated: 25th of September 2023

  1. Introduction

Welcome to Beam companion (the " App"). These terms and conditions, together with all policies and additional terms they incorporate by reference, including the Privacy Policy (collectively these " Terms"), constitute a legally binding agreement between Orange Pill Ltd. and each user or participant of the App and services, software and content available or accessible through the App (collectively the " Services").

IMPORTANT : Please read these Terms carefully, as they govern your use of the Services. This includes your rights and obligations, our disclaimers and limitations of legal liability and risks described in section 9, relating to your use of, and access to, the Services.

By creating an Account (as defined below) or otherwise accessing or using the Services you confirm that you have read and understood, and accepted to be bound by, these Terms. This includes your acceptance to a class action waiver and to resolve any disputes regarding the Services pursuant to confidential and binding arbitration. Do not continue to use the Services if you do not agree to these Terms.

The following terminology applies to these Terms, including our Privacy Policy: "User", "You" and "Your" refers to you, the person using the Services. "Ourselves", "We", "Our" and "Us", refers to Orange Pill Ltd. and "Parties" refers to both you and ourselves.

  1. The Services

    2.1. About the Services

The Services include, but are not necessarily limited to, (a) an interface with an overview of certain games available on the blockchain network, with chain ID 4337, known as Beam (" Beam"), (ii) an overview of game related assets, such as fungible and non-fungible tokens (" Tokens") held by a user through game related blockchain smart contract accounts on Beam, and (iii) the ability to access smart contracts deployed on Beam that allow you to send and receive Tokens (limited to persons/wallets that you have whitelisted or marked as friends in the App).

As part of our Services, you may from time to time gain access to smart contracts deployed on Beam that allow you to transact with Tokens. Our App is distinct and separate from any of the smart contracts (including protocols) that may be accessed through it and is merely one of multiple means of accessing such smart contracts. Users can interact with the same smart contracts otherwise (for instance directly with the smart contracts), including develop and build their own user interfaces on top of such smart contracts.

Our Services may change and grow in numbers, which may require that we include additional terms for certain new services (which in such an event will be construed as part of the "Services"). We reserve the right in our sole discretion to modify or discontinue any parts of the Services at any time and without any liability.

2.2. Your Account

To gain access to our Services a user needs to create an account (" Account"). Your Account is strictly personal, and you may therefore not sell or charge others for the right to user your Account, or otherwise transfer your Account. You are responsible for maintaining the confidentiality and security of your own Account. Unless it results from our negligence or fault, we are not responsible for the use of your Account by a person who fraudulently used your login and password without your permission. If your Account becomes compromised or by other reasons no longer secure, please notify us at support@onbeam.comwithout undue delay.

  1. Conditions for the use of the Services

As a condition to accessing or using the Services, you confirm, represent, and warrant the following at all relevant times:

  • If you are entering into these Terms as an individual, that you are of legal age in the jurisdiction in which you reside and that you have the legal capacity to enter into these Terms and be bound by them. If you are the parent or legal guardian of a minor younger than 18 years of age, you may allow such minor to use the Services solely through your Account, provided that such minor is at least 13 years of age. The Account holder is responsible for all actions occurring through your Account, even if any charges or liabilities are incurred by a minor.

  • If you are entering into these Terms as an entity, that the user is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and that you have all requisite power to accept these Terms on that entity's behalf.

  • You have all requisite capacity, power and authority to accept and carry out and perform your obligations under these Terms, and you agreeing to these Terms and using the Services does not constitute and would not reasonably be expected to result in a breach or violation of any law applicable to you.

  • You are knowledgeable and experienced in using and evaluating blockchain technology.

  • The Services are only being provided as an aid to your own independent research and evaluation of games and Tokens.

  • You are solely responsible for protecting the data integrity and confidentiality of your Account login information and passwords or keys to the extent applicable for the Services or any devices used in connection with the Services, as we do not collect or store any data concerning login information, password or keys relating to your devices.

  • You are not a person who is (a) subject to national or international sanctions or located or ordinarily resident in any country or region that is the subject of comprehensive country-wide or region-wide sanctions, embargo or equivalent by the US, UK, EU, the United Nations or the government of a user home country, or (b) listed by the US, UK, EU, the United Nations or otherwise designated on any list of prohibited or restricted parties or persons.

  • The Tokens that you intend to transfer are not connected to any unlawful activities.

  • You do not, and will not, use privacy or anonymization tools to circumvent, or attempt to circumvent, any restrictions that apply to the Services.

  • You will not conduct any activity that implies infringement or violation of any intellectual property rights owned by us or another third party, including infringement of copyrights and trademarks.

  • Your access to the Services complies with all applicable laws, rules and regulations and does not contribute to or facilitate any illegal activity.

  1. Prohibited and limited uses

Each user must not, directly or indirectly, in connection with their use of the Services:

  • Utilize the Services at any time when any representation of the user set forth in section 3 above is untrue or inaccurate.

  • Rely on the Services as a basis for or a source of advice concerning any financial decision making or transactions.

  • Conduct any activity that seeks to defraud us or a third party.

  • Violate, breach, or fail to comply with any applicable provision of these Terms.

  • Interfere with security-related features of the Services, including by disabling or circumventing features that prevent or limit use or copying of any content, or reverse engineering.

  • Engage or attempt to engage in or assist any hack of or attack (including "sybil attack", "DoS attack" or "griefing attack") or data gathering or extraction methods through use of the Services.

  • Use the Services to carry out any financial activities that are subject to registration or licensing in any jurisdiction.

  • Commit any violation of applicable laws, rules, or regulations, including any regulations relating to market manipulation and wash trading.

  • Engage in any act, practice or course of business that operates to circumvent any sanctions targeting the user or the country or territory where the user is located.

The foregoing matters are referred to herein as " Prohibited Uses".

We reserve the right to terminate or limit any user's status or access to or use of the Services at any time, with or without notice, if we believe that you have violated these Terms. Such terminations and limitations may be based on any factor or combination of factors, including suspicion that a user has engaged or intends to be engaged in any Prohibited Uses.

  1. Privacy Policy and cookies

We collect and process your information in accordance with the Privacy Policy. We use cookies as described in the Privacy Policy.

  1. Intellectual property rights and ownership

    6.1. Ownership to intellectual property rights

We, our affiliates or our licensors (as applicable) own the intellectual property rights for all material and elements of the Services. This among other things includes the App's visual interfaces, name and logo, text, graphics, images, trademarks, service marks, designs and copyrights available through the Services, in addition to the "look and feel" of the Services. For the avoidance of doubt, we do not own any rights to any of the smart contracts or blockchain networks that may be accessible through the Services.

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Services, you grant us with an irrevocable, non-exclusive and royalty-free right to utilize such modifications or improvements in any manner and for any purpose.

6.2. A user's licensing of intellectual property rights

Through displaying Tokens through the Services in whatever manner, you grant us a worldwide, non-exclusive, royalty-free sublicensable license to display any content (including Tokens) through our Services. You represent and warrant that you have all rights and authorities necessary to grant us such rights. This includes rights in relation to digital files, art, or other material linked to or associated with any Tokens that are displayed. For the avoidance of doubt, this does not imply that you transfer ownership of the content (including Tokens) to us.

6.3. Infringement of intellectual property rights

We respect and take intellectual property rights of others seriously and ask users of the Services to do the same. Infringements of intellectual property rights will not be tolerated. If you believe that any content made available on or through the Services has been used or exploited in a manner that infringes an intellectual property right you own or control, please inform us atsupport@onbeam.com.

  1. Removal of links

If you find any link in our App that is offensive for any reason, you are free to contact and inform us any moment. We will consider requests to remove links but we are not obligated to do so or to respond to you directly.

  1. Fees

Any sending of Tokens on Beam may be subject to various fees, including blockchain gas fees. Any payments and transactions that a user engages in will be processed by self-executing smart contracts. We have no control over these payments or transactions and therefore no liability to you or to any third party for any claims or damages that may arise because of any payments.

  1. Disclaimers, risks and limitations of liability

    9.1. No representations or warranties

The Services are being provided on an "AS IS" and "AS AVAILABLE" basis. To the fullest extent permitted by applicable law, we are not making, and hereby disclaim, any and all information, statements, omissions, representations and warranties, express or implied, written or oral, equitable, legal or statutory, in connection with the Services and the other matters contemplated by these Terms, including any representations or warranties of title, non-infringement, merchantability, usage, security, uptime, reliability, suitability or fitness for any particular purpose, workmanship or technical quality of any code or software used in or relating to the Services. User acknowledges and agrees that use of the Services is at the user's own risk.

9.2. Limited liability in contract or tort

We shall not be liable to any person, whether in contract, tort (including pursuant to any cause of action alleging negligence), warranty or otherwise, for any economic or other damages to any user or other person, including any special, incidental, consequential, indirect, punitive or exemplary damages (including but not limited to lost data, lost profits or savings, loss of business or other economic loss) arising out of or related to any use of the Services or these Terms, regardless of the nature of the cause.

Nothing in this disclaimer will however:

  • Limit or exclude our or your liability for fraud or fraudulent misrepresentation.

  • Limit any of our or your liabilities in any way that is not permitted under applicable law.

    9.3. No professional advice or liability

All information provided by or on behalf of us is for informational purposes only and should not be construed as professional, accounting or legal advice. Users should not take or refrain from taking any action in reliance on any information contained in these Terms or provided by or on behalf of us. Before the users make any financial, legal, or other decisions relating to the Services, users should seek independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.

9.4. Third party services and content

The Services may contain references and links from third parties or to third parties, or otherwise display resources, products, games, services, content or smart contracts developed or operated by third parties (" Third Party Materials"). We do not endorse or assume any responsibility for any Third Party Materials or any product or services in that relation. If users access any such Third Party Materials, the users do so solely at their own risk. Each user hereby expressly waives and releases us from all liability arising from the user's use of any Third Party Materials. User further acknowledges and agrees that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third Party Materials.

9.5. Certain uses and risks of blockchain technology

Technologies that depend on public peer-to-peer blockchain networks are not under the control or influence of us and are subject to inherent risks and uncertainties. Users are solely responsible for the safekeeping of the private key associated with the blockchain address used in connection with smart contract systems. We will not be able to restore or issue any refund in respect of property lost or frozen due to loss of private keys or otherwise.

The smart contract systems available through the Services are software utilities which are accessible directly through various blockchain node providers. Interacting with the smart contracts does not require use of the Services but our App may provide a convenient and user-friendly method of reading and displaying data from the smart contract systems and generating standard transaction messages compatible with the smart contract systems. Because we do not provide wallet software or blockchain nodes, such software constitutes an essential third party or user dependency without which transactions cannot be exercised. We do not guarantee the continued operation, maintenance, availability, or security of any of the foregoing or APIs, middleware and servers of third parties.

In the event that smart contract systems are adversely affected by malfunctions, bugs, defects, hacking, theft, attacks, negligent coding or design choices, or changes to the protocol rules of the relevant blockchain, users may be exposed to a risk of total loss and forfeiture of all relevant Tokens. We assume no liability or responsibility for any of the foregoing matters.

9.6. Regulatory Uncertainty

Tokens are subject to legal and regulatory uncertainties,and their regulatory status remains unclear or unsettled in many jurisdictions. It is therefore difficult to predict how or whether governments or regulatory agencies may implement changes to law or apply existing regulation with respect to such technology and its applications.

Blockchain technologies and Tokens could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit the ability of the user to continue the use and enjoyment of such technologies or Tokens. We must comply with applicable law, which may require us to, upon request by government agencies take certain actions or provide information.

9.7. Fork Handling

Blockchains may be subject to "forks". Forks occur when some or all persons running the software clients for a particular blockchain system adopt a new client or a new version of an existing client that (a) changes the protocol rules in backwards-compatible or backwards-incompatible manner that affects which transactions can be added into later blocks, how later blocks are added to the blockchain, or other matters relating to the future operation of the protocol, or (b) reorganizes or changes past blocks to alter the history of the blockchain. Some forks are "contentious" and thus may result in two or more persistent alternative versions of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original. We may not be able to anticipate, control or influence the occurrence or outcome of forks, and do not assume any risk, liability or obligation in such connection. We do not assume any responsibility to notify any user of pending, threatened or completed forks. Each user assumes full responsibility to independently remain informed about possible forks, and to manage its own interests and risks in that connection.

9.8. Information

Although we intend to provide accurate and timely information and data on our App, the App may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained in the App are your sole responsibility.

9.9. Tax risks

Your use of the Services may result in various tax consequences that may be adverse to you. We have not undertaken any due diligence or investigation into such tax consequences, assume no obligation or liability to optimize the tax consequences to any person and are not providing any tax advice.

9.10. Viruses, hacking, phishing etc.

The Services or your Tokens may be the target of third-party attacks, including phishing. We will not be responsible or liable, directly or indirectly, for any actual or alleged loss or damage sustained by you in connection with third-party attacks.

9.11. Officers, directors, etc.

All provisions of these Terms which disclaim or limit our obligations or liabilities shall also apply equally to our officers, directors, members, employees, independent contractors, agents and affiliates.

9.12. Legal limitations on disclaimers

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in these Terms may not apply in full to specific users. The disclaimers and limitations of liability provided in these terms shall apply to the fullest extent permitted by applicable law.

  1. Indemnification

To the extent permitted by applicable law, each user shall defend, indemnify, compensate, reimburse and hold harmless us and each of our officers, directors, members, employees, independent contractors, agents and affiliates from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys' fees, arising out or relating to (a) user's use of, or conduct in connection with, the Services; (b) user's violation of these Terms (including section 6.2) or any other applicable policy or contract; or (c) user's violation of any rights of any other person or entity.

  1. Governing law and dispute resolution

    11.1. Governing Law

These Terms shall be governed by and construed and interpreted in accordance with the laws of the Netherlands. Although the Services may be available in other jurisdictions, the user hereby acknowledges and agrees that such availability shall not be deemed to give rise to general or specific personal jurisdiction over us in any forum outside of the Netherlands.

11.2. Settlement negotiations

If a user has a potential legal dispute, claim or cause of action against us, the user shall first (prior to initiating any litigation proceedings) contact us by sending an email to support@onbeam.comdescribing the nature of the potential dispute, claim or cause of action and providing all relevant documentation and evidence thereof. The parties shall use commercially reasonable efforts to negotiate a settlement of any such legal dispute, claim or cause of action within 60 days of the delivery of such email. Any such dispute, claim or cause of action that is not finally resolved by a binding, written settlement agreement within such 60 days shall be brought and resolved exclusively in accordance with section 11.3.

11.3. Agreement to binding and exclusive arbitration

Please read the following carefully, because it precludes you from submitting a lawsuit in court, participating in any class action or having a jury trial.

All claims, disputes and controversies directly or indirectly arising out of or in connection with or directly or indirectly relating to these Terms or any of the matters or transactions contemplated by these Terms (for the avoidance of doubt, including any claim seeking to invalidate, or alleging that, all or any part of these Terms is unenforceable, void or voidable) shall (unless settled pursuant to section 11.2 above) be resolved by confidential, binding arbitration to be seated in Amsterdam and conducted in the English language by a single arbitrator pursuant to the UNICITRAL Arbitration Rules that are most recent at the time when the arbitration proceedings are commenced. The award or decision of the arbitrator shall be final and binding upon the parties and the parties expressly waive any right under the laws of any jurisdiction to appeal or otherwise challenge the award, ruling or decision of the arbitrator.

Except to the extent necessary to enforce their respective rights under these Terms or as otherwise required by applicable law, the parties undertake to maintain confidentiality as to the existence and events of the arbitration proceedings and as to all submissions, correspondence and evidence relating to the arbitration proceedings. This provision shall survive the termination of the arbitral proceedings.

11.4. Opt-out procedure

IF YOU ARE A NEW USER OF OUR SERVICES, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE (" OPT-OUT") BY MAILING US A WRITTEN OPT-OUT NOTICE (" OPT-OUT NOTICE"). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE TERMS FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO SUPPORT@ONBEAM.COM.

If the agreement to arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the agreement to arbitrate or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute between ourselves will be resolved exclusively by the court of Amsterdam. You and we agree to submit to the personal jurisdiction of the courts located within the Netherlands for the purpose of litigating all such claims, disputes, or matters.

  1. Miscellaneous

    12.1. Communication and notices

By creating an Account or using our Services, you consent to receive all communications, notices and information that we provide in connection with these Terms electronically. You agree that we may provide such communications, notices and information to you by posting them on our website.

12.2. Assignment or transfer

You may not assign or transfer any right to use the Services or any of your rights or obligations under these Terms without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, with or without notice or obtaining your consent or approval, however always within requirements with regards to data collection and privacy regulations.

12.3. Severability

The invalidity or unenforceability of any of these Terms will not affect the validity or enforceability of any other of these Terms, all of which will remain in full force and effect.

12.4. Amendments and modifications

These Terms may only be amended, modified, altered or supplemented by or with the written consent of us. We reserve, the right, in our sole and absolute discretion, to amend, modify, alter or supplement these Terms from time to time. The most current version of these Terms will be made available through the App. Any changes or modifications will be effective immediately upon the modified Terms being made available through the App. A user shall be responsible for reviewing and becoming familiar with any such modifications. Each user hereby waives any right such user may have to receive specific notice of such changes or modifications. Use of the Services by a user after any modification of these Terms constitutes the user's acceptance of the modified terms and conditions. If a user does not agree to any such modifications, the user must immediately stop using the Services.

12.5. No implied waivers

No failure or delay on the part of us in the exercise of any power, right, privilege or remedy under these Terms shall operate as a waiver of such power, right, privilege or remedy, and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

12.6. Entire Agreement

These Terms constitute the entire agreement between the parties relating to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.