Terms of service

Special Terms

Fees and Transaction

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1. Transactions on the Ethereum Network: In Checkmate, all transactions for buying, selling, or trading are currently exclusively processed via the Ethereum network using MetaMask. We have no visibility or control over these transactions and cannot reverse them. Consequently, we bear no liability for any claims or damages arising from your transactions in the app, Smart Contracts, or the Ethereum network.
2. Fee Allocation: 10% of fees from Alpha Pack secondary sale royalties is split between Checkmate and the Checkmate Treasury; royalties associated with the Alpha pass are solely retained by Checkmate

1. Ethereum and USDC Gas Fees: Transactions on the Ethereum network require a Gas Fee, which is necessary for network maintenance. This fee is your responsibility for each transaction
2. Commission on Transactions: For transactions in Checkmate using Smart Contracts, we collect a commission on specific events like buying, selling, or trading. This commission is part of your payment transferred through the Ethereum network.

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TERMS OF SALE OF NON-FUNGIBLE TOKENS (NFTs)

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1. Acceptance of NFT Terms: Your purchase or acquisition of NFTs for Checkmate signifies agreement to these NFT Terms, which also apply to subsequent owners.
2. NFT Purchases and Pre-Sales: NFT pre-sales are final and non-refundable. Full payment is required at the time of purchase or pre-purchase. You must provide a Digital Wallet for NFT delivery. We endeavour to deliver pre-purchased NFTs by the specified date but note that dates may change.
3. Secondary Sales of NFTs: Reselling your NFT may involve third-party platforms and incur additional fees. We are not responsible for these transactions.
4. Title and Risk in NFTs: Risk and title transfer to you upon NFT purchase. Loss of access to your Digital Wallet means loss of access to your NFTs.
5. Refunds in Digital Currency: Refunds, when applicable, are in the original form of Digital Currency or in Australian dollars, based on the value at the original transaction date.
6. Gameplay with NFTs: NFTs are usable in Checkmate gameplay, governed by additional terms. Access to Checkmate is not guaranteed to be uninterrupted.
7. Intellectual Property Licence: Purchasing an NFT grants a licence for personal, non-commercial use of the associated 2D Art. This Licence is transferable under these NFT Terms.
8. Termination of Licence: Immediate termination of the Licence and these NFT Terms can occur if you breach any terms or warranties. Obligations accrued prior to termination remain.
9. Warranties and Acknowledgements: You warrant having the legal right and experience for NFT transactions and acknowledge the inherent risks, including potential value volatility.

10. Indemnity: You indemnify us against losses or claims due to your breach of warranties or these NFT Terms.

11. Limitation of Liability: Our liability is limited, excluding material breach or gross negligence cases. We are not liable for consequential losses or third-party services.

12. Tax Responsibilities: Taxes on transactions in Checkmate are your responsibility.

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ACKNOWLEDGE-MENTS

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You acknowledge and agree that:

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1. we provide NFTs solely on a proprietary basis for use with Checkmate, and if we transact with you, we do so solely on a bilateral basis;
2. NFTs are not intended for speculative use, are not sold or represented to be a financial product, and nothing we publish is in any way financial advice to you or any other person;
3. NFTs may experience or may have extreme price volatility, including being worthless in the future;
4. we are not providing and will not provide any fiduciary, advisory, brokerage, exchange or other similar services to you or any other person;
5. you are solely responsible for any decision to enter into a transaction subject to these NFT Terms, including the evaluation of any and all risks related to any such transaction;
6. a significant degree of IT sophistication is required to safely deal in and store NFTs of any kind using a Digital Wallet;
7. we are not a custodian for the purposes of the Corporations Act, and transfers of any NFTs are for transaction purposes only;
8. all transactions entered into and conducted under these Terms are deemed to have occurred within the jurisdiction of New South Wales, Australia;
9. we are not responsible for any loss caused by your failure to act in accordance with our policies, procedures or in accordance with our reasonable directions;

 10. you purchase NFTs entirely at your own risk and understanding, and we have not made any representations or warranties as to the IT security or ongoing availability of such NFTs or that your access to use your NFTs in Checkmate or in any other way will be uninterrupted, timely or secure at all times;

 11. you understand and acknowledge that your ownership of NFTs remains contingent upon you remaining in control of the seed phrases and private key(s) associated with your Digital Wallet and that we will not store any information in connection with your Digital Wallet beyond that required for the sale of NFTs or the interaction of your Digital Wallet with Checkmate;

 12. we do not and cannot guarantee there will be any use for, or any particular price available for any NFT you purchase from us, and

13. we do not represent or guarantee any outcomes or any financial return from your acquisition of any NFT from us, save the ability to use the NFT within Checkmate for such time as we choose to support on and off Checkmate, and such access to Checkmate may be subject to further terms and conditions, including payment of subscription fees.

ASSIGNMENT OF RIGHTS AND OBLIGATIONS:

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1. We reserve the comprehensive right to assign, transfer, or declare a trust over our rights, interests, and obligations under this Agreement, either in whole or in part, to any third party. This includes, but is not limited to, all Intellectual Property Rights and any legal claims or choses in action that Checkmate lawfully possesses.
2. Such an assignment or transfer may occur at Checkmate's sole discretion and without the necessity of obtaining your consent or providing you with prior notice. This clause ensures Checkmate has the flexibility to adapt to evolving business needs and strategies, including the potential reassignment of rights and obligations to different entities as part of our operational evolution.
3. It is important for users to understand that this assignment may happen at any time and under any circumstances deemed appropriate . This flexibility is crucial for our ongoing management and strategic planning, allowing us to respond effectively to changing market conditions, corporate restructuring, or other business considerations.

LIMITATION OF LIABILITY

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1. Limitation of liability

      1. In the absence of a material breach of these NFT Terms by us or the gross negligence, fraud or wilful misconduct by us when providing NFTs to you under these NFT Terms, we will not           be liable to you on account of anything done, omitted or suffered by us acting in good faith when providing NFTs to you pursuant to these NFT Terms, including in respect of a Force

2. Majeure Event.

     1. Third-party services

     2. We will not be liable for the performance, errors or omissions of unaffiliated, nationally or regionally recognised third parties or decentralised networks such as, by way of example and not          limitation, blockchain networks (whether private/permissioned or public) courier companies, national postal services and other delivery, telecommunications and other companies not          under our reasonable control, and third parties not under our reasonable control providing services to the blockchain industry generally, such as, by way of example and not limitation,         companies and other entities providing processing and payment or transaction services (including “Layer 2” or similar “roll-up” or optimisation services), banking partners, custody         services, market making services and/or third party pricing services and decentralised blockchain networks such as, by way of example and not limitation, the blockchain(s) upon which        any NFT depends or forks of those blockchain(s).

3. Compliance with laws – No monitoring responsibilities

      1. We will have no liability or responsibility for your compliance with laws or regulations governing the transfer and use of NFTs. Further, you are solely responsible for compliance with all           applicable requirements of any laws, rules, and regulations of governmental authorities in Your Jurisdiction.

     2. You further acknowledge that neither we nor any of our Personnel is, and will not be, by virtue of providing NFTs to you, an advisor or fiduciary to you.

3. No liability for Consequential Loss

   1. Neither party will be liable to the other for any Loss or Claim like consequential or indirect loss, including without limitation loss of prizes, loss of chance, loss of expectations, or loss of     opportunity.

4.   Liability Cap

      1. Our total liability to you under any circumstances is limited to

         1.1 the amount for which an NFT was originally sold by us; or
         1.2 the amount of Commission we received for buying, selling or trading fees

      2. and we shall not be liable for any amount above these sums.

5. Tax

1. The price for any transaction in Checkmate (including the Purchase Price) will be considered inclusive of any applicable Sales Tax.
2. If any additional Sales Tax is applicable by virtue of any law under Your Jurisdiction, you agree to pay such amount as is payable on behalf of us and inform us of that payment forthwith.
3. Any reference to a cost or expense incurred by a party in these Terms excludes any amount of Sales Tax forming part of the relevant cost or expense when incurred by the party for which the party can claim an input tax credit.
4. Each party is solely responsible for any taxation resulting from dealing in the NFTs, including capital gains or income tax. No party shall have a Claim for any Loss against the other in respect of any taxation amounts however arising.

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SECONDARY MARKET SALES AND  PRE-SALE PARTICIPATION

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When engaging in secondary market sales outside of Checkmate's control, it is important to understand that:
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• Secondary Market Responsibility: Transactions conducted on secondary markets are entirely the responsibility of the user. Checkmate has no control over these transactions and is not liable for any issues that may arise from them.
• Pre-Sale Allow List and Token Gating: Users interested in participating in pre-sales must join an allow list through token gating. However, inclusion on the pre-sale allow list does not guarantee successful purchase due to competition from other users.
• Dynamic Nature of Advertised Benefits: The benefits and features advertised during pre-sales or other promotional activities are subject to change. Checkmate reserves the right to amend these benefits as necessary to align with business goals, legal compliance, or market conditions.

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