Terms of Use

Last Updated: December 2024

LEMMA-X PLATFORM USER AGREEMENT

These terms and conditions (“Terms”) are a legal agreement between you (“you,” “your”, “user”) and each of:

Lemma-X ApS, a private limited company incorporated in Denmark with its registered office at c/o Plesner, Amerika Pl. 37, 2100 København, Denmark;
Lemma-X DG Limited, a private limited company with its registered office at Smith’s House, 6/7 St. Stephen’s Green, Dublin 2 D02X827, Ireland; and
Lemma-X UAB, a private limited company with its registered office at Gedimino Avenue 44a-201, LT 01110, Vilnius, Lithuania,

together referred to as “LEMMA-X”. References in these Terms to “LEMMA-X”, “we”, “our” or “us”, are to Lemma-X DG Limited and/or Lemma-X UAB as the case may be depending on which of the Lemma-X entities are providing the services that you are receiving as outlined in these Terms. References to “you” or “your” are to the person with whom LEMMA-X enters into these Terms.

By signing up to a Lemma-X account, or by using our services or any of our associated websites, application programming interfaces (“APIs”), or mobile applications (collectively the “Services“), you agree that you have read, understood, and accept all of the terms and conditions contained in these Terms, and have read and understood our Privacy Policy and Cookie Policy.

Amending these Terms: We will notify you of any material changes to the Terms at least 30 days in advance, where we are required to do so under applicable law. In such circumstances, you will be deemed to have accepted the change if you do not close your LEMMA-X account and stop using our Services prior to the date the change takes effect. We may make all other amendments to these Terms at any time by posting the revised Terms on our website or by providing a copy of it to you. The revised Terms shall, where lawful, be effective as of the time it is posted on the website or provided to you (unless we state otherwise) but will not apply retroactively.

Transferability of Digital Items: The Services provided by LEMMA-X allow you to buy various digital items, including cryptoassets, non-fungible tokens (NFTs), in-game products and currency, and other digital content. The Services may also allow you to list NFTs for sale on secondary markets within or linked from game developer platforms. However, there is no guarantee that any platform will allow secondary market sales, or if there is a secondary market, that there will be any liquidity or demand in that secondary market for sales of NFTs by users. WITH THE EXCEPTION OF CRYPTOASSETS AND NFTS, DIGITAL ITEMS ARE NOT TRANSFERABLE OUTSIDE OF THE PLATFORM IN WHICH THEY ARE FIRST CREATED AND HELD BY YOU. DIGITAL ITEMS MAY ONLY BE SOLD WITHIN THOSE PLATFORMS VIA THE SERVICES, AND ONLY WHERE THOSE PLATFORMS ENABLE SUCH RESALE FUNCTIONALITY.

Dispute Resolution: PLEASE BE AWARE THAT SECTION 14 (DISPUTE RESOLUTION) OF THESE TERMS CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND LEMMA-X. PLEASE READ SECTION 14 CAREFULLY.

1. Your LEMMA-X Account

a. Eligibility

To be eligible to use any of the Services, you must be at least 18 years old (or over the age of legal consent for entering into contractual arrangements under the laws of your country of residence (whichever is higher)), of legal competence and sound mind, and reside in a country in which the relevant Services are accessible. There are certain features which may or may not be available to you depending on your location and other eligibility criteria.

We may not provide all or any of our Services to customers residing in certain countries due to restrictions under applicable law, or restrictions under our internal policies. If you reside in a restricted country, you may be able to access some but not all of our Services. We may change the list of restricted countries from time to time. Please contact us if you would like further information about the restricted countries.

You may not create an account or use the Services if (1) you are (either now or in the future) in, under the control of, or a national or resident of Russia, Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo, UN Security Council Resolutions, HM Treasury’s financial sanctions regime, or if you are on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Unverified List or Entity List, HM Treasury’s financial sanctions regime, including as any of the foregoing may be updated or amended from time to time; or (2) you now or in future intend to supply any Services to Russia, Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or HM Treasury’s financial sanctions regime (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury’s financial sanctions regime, including as any of the foregoing may be updated or amended from time to time.

b. Your Account

You must create a user profile with LEMMA-X (your “account” with LEMMA-X) in order to use the Services. If you are not signed into your account, you might not be able to access some portions or features of the Services.

When creating an account, you agree to provide only accurate and complete information, and to keep your mailing address, email address and other contact information current in your LEMMA-X account profile. As part of creating your account and on an ongoing basis during your use of the Services, you agree to provide us (or third parties acting on our behalf) with the information we request for the purposes of identity and jurisdictional verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes and agree to keep us updated if any of the information you provide changes. By creating an account, you agree and represent that you will use the Services only for yourself, and not on behalf of any third party. Each user may register only one account. You are fully responsible for all activity that occurs under your account. We may, in our sole discretion, refuse to open an account for you, or suspend or terminate any accounts.

You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers, or any other codes that you use to access your LEMMA-X account and the Services. You must immediately notify LEMMA-X if you discover or otherwise suspect any unauthorized access to or use of your LEMMA-X account. You may not allow anyone else to use your LEMMA-X account, and we do not recognize or allow the transfer of accounts between users. You may not, and may not offer to, purchase, sell, gift, or trade any LEMMA-X account. Any such attempt shall be immediately null and void and may result in the termination and forfeiture of your LEMMA-X account.

2. LEMMA-X Services

Through our Services, you may buy and sell:

cryptoassets;
NFTs; and
in-game products and currency, and other digital content, including all updates, upgrades and modifications to these which are made available (“Software”),

(together, “Digital Items”). Specific terms apply to each of these Services, as set out below. Some of our Services may or may not be available to you depending on your location and other criteria.

The payment methods available will vary according to your location and the requested transaction. Payment methods that may be available include LEMMA-X’s Pay by Crypto service, credit card, debit card and prepaid card. LEMMA-X reserves the right to change or limit payment methods available from time to time in its sole discretion without notice.

Certain components of the Services may be provided by or rely on third parties (“Third Party Materials”) and are subject to such third party’s solvency, acts or omissions, performance, availability, service levels, terms and conditions. LEMMA-X is not liable or responsible for such third parties’ acts or omissions nor for any loss suffered by you and arising in relation to the aforementioned reliance or dependency on third parties. Your use of Third Party Materials may be subject to your acceptance of, and compliance with, separate terms and conditions with such third parties, to which LEMMA-X is not a party. You should ensure you understand and agree with any terms and conditions governing Third Party Materials before using them. Your use of Third Party Materials constitutes your unconditional acceptance of any third party terms and conditions associated with those Third Party Materials, as may be updated from time to time.

a. Purchase of Digital Items

LEMMA-X will act as the merchant for the purchase of each Digital Item through the Services, so you will always be buying Digital Items from us directly. The price and any applicable fees relating to the purchase of Digital Items will be displayed at the time of the purchase. The exact price will be confirmed at the time a request to make a purchase is submitted by you.

We will deliver, or arrange for delivery of rights in, the Digital Items you purchase to your nominated account or wallet once we have received payment from you and title or rights to those Digital Items will transfer to you from LEMMA-X when the Digital Items or rights in the Digital Items arrive in your nominated account or wallet. The purchase of any Digital Item by you from LEMMA-X is conditional upon actual receipt by LEMMA-X of payment from you.

You are fully responsible for the wallet or nominated account details that you provide to us and we accept no responsibility for your Digital Items if the details given are incorrect. We will deliver Digital Items to you in accordance with the instructions we receive from you. You should verify all transaction information prior to submitting instructions to us. We do not guarantee the identity of any user, receiver, requestee or other third party and we will have no liability or responsibility for ensuring that the information you provide is accurate and complete.

If available in your location, you may buy cryptoassets through our Services at any time. We will make reasonable efforts to fulfil all purchases of cryptoassets but if we are not able to, we will notify you and seek your approval to re-attempt the purchase at the prevailing exchange rate for that cryptoasset.

b. Sale of Digital Items

LEMMA-X will act as the merchant for the sale of each Digital Item through the Services, so you will always be selling Digital Items to us directly.

If available in your location, you may sell cryptoassets through our Services at any time. We will make reasonable efforts to fulfil all sales of cryptoassets but if we are not able to, we will notify you and seek your approval to re-attempt the sale at the prevailing exchange rate for that cryptoasset. The price and any applicable fees relating to the sale of cryptoassets will be displayed at the time of the sale. The exact price will be confirmed at the time a request to make a sale is submitted by you.

If available in your location, you may sell NFTs through our Services. Where you wish to sell a NFT through the Services, and LEMMA-X agrees, you shall deliver the NFT to LEMMA-X as merchant of record and LEMMA-X will purchase that NFT from you. Title to the NFT will transfer from you to LEMMA-X when you initiate the sale on the LEMMA-X platform. If LEMMA-X sells that NFT to another user, LEMMA-X will remit a share of the revenue received from the sale back to you. The sale of any NFT by you to LEMMA-X is conditional upon actual receipt by LEMMA-X of title to the NFT and the payment from the purchasing user.

The price of the NFT, as set by you in any cryptoasset supported by us and the relevant game developer platform, will determine the amount of payment and the type of cryptoasset that you will receive. An amount equivalent to the sales price (less any applicable fees, such as game developer platform fees, refunds and taxes) will be remitted by us to your nominated account or wallet in the cryptoasset nominated by you. Notwithstanding that all payments made through the Services are final and non-refundable except as otherwise set out in these Terms, LEMMA-X shall manage all refund and chargeback requests received from users in relation to purchases of NFTs. If a user requests a refund in relation to a purchase of NFTs that we purchased from you, and we approve the refund, we may invoice you for the amount due, or withhold or set-off amounts due against payments we make to you.

When selling NFTs, you must at all times refrain from:

making any representation in relation to being the merchant for NFTs;
the sale of NFTs where you know or ought to know the sale or subject content, goods or services are: fraudulent, not authorised by the user or in breach of these Terms, illegal under applicable law, immoral, or which at LEMMA-X’s sole discretion, could damage the goodwill of LEMMA-X or a third party involved in the provision of the Services, or reflect negatively on those brands;
the sale of illegal NFTs or NFTs with prohibited content; and
the sale of NFTs that you do not have the required intellectual property rights to sell.

c. Storage of Digital Items

You cannot store Digital Items in your Lemma-X account and Lemma-X does not provide any custody services. However, you may be able to store Digital Items either in the account you have with the game developer, or by linking a wallet that is hosted by a third party to the account you hold with a game developer.

3. Your Obligations

You agree to use the Services only for purposes that are permitted by (a) these Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. You are responsible for compliance with all applicable laws.

You are responsible for procuring, maintaining and securing your network connection to use the Services. You agree not to engage in any activity with the Services that is malicious or which interferes with, disrupts, damages, or accesses in an unauthorised manner the devices, servers, networks, or other properties or services of any third party including, but not limited to other users, us, payment providers or any network operator.

4. Fees and Taxes

a. Fees

Creating an account with LEMMA-X and accessing the Services are currently free of charge.

Using some of our Services will incur fees and you agree to be responsible for the payment of, and will promptly pay, all fees, interest, commissions and/or other charges at such rates and in such manner as we may impose and stipulate from time to time with respect to the execution and/or performance of any Services or otherwise for the maintenance of your account with us. A full list of fees for the Services, as amended from time to time, can be found at https://lemmax.com/transactions-fees/. Our list of fees does not include any network or transaction fees that are charged externally when you send cryptoassets or NFTs to or from an externally hosted wallet.

We reserve the right to increase the fees if we consider it necessary in our sole discretion and will endeavour to give you at least 30 days’ notice of such change, except where the change is due to legal or regulatory changes (in which case we may implement the change immediately without prior notice).

If you fail to make any payment due to us under these Terms by the due date for payment, then, without limiting our other remedies under these Terms, you shall pay interest on the overdue amount at the rate of 4% per annum above the Central Bank of Ireland’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

If as part of our Services we need to convert any cryptoassets to another type of cryptoasset or to fiat currency, or vice versa, this will be done at prevailing market rates reasonably available to us. We are entitled to charge you all commission and costs incurred by us in currency or cryptoasset conversions, if we are required to carry out any such conversion because you made a purchase in a currency or cryptoasset other than the currency or cryptoasset you were obliged to use.

All amounts due under these Terms by you to us shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

b. Refunds

All payments made through the Services are final and non-refundable except as determined by LEMMA-X in its sole discretion or where there has been an error (technical or otherwise) in processing the payment. We shall not have any liability for fluctuations in the value of the Digital Items that you have purchased from or sold to us. In the case of a payment processing error, LEMMA-X will provide a refund in order to resolve the error. In the absence of an error by LEMMA-X, LEMMA-X will liaise with the relevant game developer and/or payment service provider to determine whether the refund request shall be processed.

c. Taxes

It is your responsibility to determine what taxes, if any, arise from transactions using the Services and/or any sale or purchase of Digital Items and all tax liability and any other costs and expenses associated with your use of the Services and/or any sale or purchase of Digital Items not specifically provided for in these Terms are solely your responsibility. You are solely responsible for reporting and paying any applicable taxes arising from transactions using the Services and/or any sale or purchase of Digital Items. We shall withhold or add taxes applicable to your transactions or to payments or distributions made or deemed made to you to the extent such withholding or addition is required by applicable law. From time to time, we may ask you for tax documentation as required by applicable law, and any failure by you to comply with this request in the time frame identified may result in withholding and/or remission of taxes to a tax authority as required by applicable law. You should conduct your own due diligence and consult your own tax advisors before making any decisions with respect to the Services and/or any sale or purchase of Digital Items.

5. Use Restrictions

You agree not to directly or indirectly take or attempt to take, or permit any third party, directly or indirectly to take or attempt to take, actions to:

Monitor, data mine, index, or access any material or information on any LEMMA-X system using any manual process or robot, spider, scraper, or other automated means;
Use any tool to enable features or functionalities that are otherwise disabled in the Services or to bypass or circumvent any technical limitations of the Services, or modify, decompile, disassemble, reverse engineer the Services, or determine or attempt to determine any source code, algorithms, methods or techniques used or embodied in the Services;
Interfere with the proper working of the Services, prevent access to or use of the Services by other users, or impose an unreasonable or disproportionately large load on our infrastructure;
Misuse any reporting, flagging, complaint or dispute resolution process including by making groundless, vexatious or frivolous submissions;
Reproduce, copy, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information or Services from LEMMA-X;
Export the Services, which may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII) and related laws in other jurisdictions;
Engage in any activity that may be in violation of regulations administered by the United States Department of the Treasury’s Office of Foreign Asset Control and/or equivalent laws and regulations applied by the UK, European Union and other jurisdictions from where the Services are accessed. Prohibited activity includes the provision of Services to or for the benefit of a jurisdiction, entity, or individual blocked or prohibited by relevant sanctions authorities, including but not limited to activities in Iran, Cuba, North Korea, Syria, Russia or the Crimean Region of Ukraine. If found to be in apparent violation of these restrictions, your account could be terminated and your funds could be held for an indefinite period of time;
Use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement;
Other than in accordance with these Terms, transfer or attempt to transfer any rights granted to you under these Terms;
Remove, alter, or conceal any copyright, trademark, patent or other proprietary notices, legends, symbols, or labels (including any watermark or other digital rights management technology or other information) contained on or within the Services;
Use the Services for any illegal activity or goods or in any way, in LEMMA-X’s sole judgment, that exposes you, other LEMMA-X users, our partners, LEMMA-X, or any other third party to harm, liability, damages, or detriment of any type;
Introduce, use or attempt to use any viruses, malware, or any other computer code, files, programs, software, routine, or device designed to interrupt, destroy, or limit the functionality or proper working of the Services or LEMMA-X’s systems or networks, including by engaging in, instigating, or facilitating any denial of service attack or similar conduct, or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network;
Create a false identity, create a false account or accounts, create multiple accounts, disguise your location through IP proxying or other methods, submit false or inaccurate information or impersonate any person or organization;
Jeopardise, breach or otherwise circumvent any security or authentication measures, or use a stolen card, compromised bank account, or compromised LEMMA-X account, or solicit money, passwords or personal information from any person;
use the Services for benchmarking purposes as a competitor; orUse the Services in any manner except as expressly allowed under these Terms.

6. Intellectual Property Rights

For purposes of these Terms, “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services.

LEMMA-X and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws. You agree not to remove, alter or obscure any copyright, trade mark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Content solely in connection with your permitted personal, non-commercial use of the Services.

The Services are proprietary to LEMMA-X and its licensors and must not be used other than strictly in accordance with these Terms. LEMMA-X grants to you a limited, non-exclusive, non-transferable, non-sublicensable right to use the Services in accordance with these Terms.

You must not (and must not attempt to) copy or reproduce any trademarks, service marks, logos or branding published or displayed in the Services, or use our company name or trademarks in any manner capable of misrepresenting the relationship between you and us.

7. Confidentiality

You shall keep confidential and secure all information that is disclosed by us to you or otherwise received by you or accessed via use of the Services, and that is either marked as confidential or reasonably considered to be confidential. Confidential information shall not include information that: (a) is legally known by you prior to the date of disclosure by us; (b) becomes publicly known through no act or fault of you; (c) is received by you from a third party without any breach of confidentiality by them; or (d) is independently developed by you without reference to or knowledge of the confidential information.

You shall not:

use, reproduce, or allocate the confidential information in any manner or for any other purpose except as contemplated by these Terms;
engage in, nor authorise others to engage in, the reverse engineering, disassembly or the decompilation of any of the confidential information; or
derive any commercial benefit from the confidential information except as contemplated by these Terms.

We shall remain the sole owner of our confidential information. Except as expressly set forth herein, nothing in these Terms or the relationship between parties shall grant you any rights to or interest in the confidential information and no implied licences are granted by these Terms.

The confidentiality obligations set out in this section apply during the course of the cooperation between us and you and shall continue to exist for a period of three years from the closure of your account. Nothing in this section shall prevent you from disclosing confidential information to the extent required by applicable law or to your professional advisors.

8. Security and Privacy

We implement appropriate technical and organizational safeguards to protect against unauthorized or unlawful processing of data and against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to data, which includes your personal information. Violations of system or network security or attempts to disrupt or undermine the operation of the Services may result in civil or criminal liability. We may investigate and work with law enforcement authorities to prosecute users who violate these Terms. Please be advised, however, that we cannot fully eliminate security risks associated with the storage and transmission of data. By using the Services or otherwise providing your personal information to us, you acknowledge this limitation, and agree that we can communicate with you electronically, including via notice on our website, regarding security, privacy and administrative issues relating to your use of the Services. We may post a notice via our website if a security breach occurs, or send you an email at the email address you have provided to us in these circumstances, including if you have a legal right to receive notice of any breach based on where you live.

Our use of your personal data in connection with the Services is subject to our Privacy Policy which can be found here: [Include link to Privacy Policy]. In addition, you agree at all times to comply with applicable laws regarding the collection, use, disclosure, protection, processing and retention of information that identifies or is reasonably capable of identifying an individual to LEMMA-X in connection with the Services (including, if applicable, any information collected by LEMMA-X on your behalf).

9. Disclaimers

Our Services and any associated products are provided “as is” and “as available” without warranty of any kind, express or implied. LEMMA-X and our affiliates specifically disclaim all warranties and conditions of any kind, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, freedom from defects, uninterrupted use and all warranties implied from any course of dealing or usage of trade. LEMMA-X and our affiliates do not warrant that (a) the Services will meet your requirements, including those of any hardware or device that you use to access the Services, (b) operation of the Services will be uninterrupted or virus- or error-free, or (c) errors will be corrected. Any oral or written advice provided by us or our authorized agents does not and will not create any warranty.

You expressly understand and agree that your use of our Services is at your sole risk and discretion and you are solely responsible for any damage to equipment or loss of data that results from such use. You agree that you are solely responsible for (and we have no responsibility to you or any third party for): (a) Digital Items that are sold through our Services; (b) any breach of these Terms by you; and (c) for the consequences of your actions (including any loss or damage which we may suffer) in relation to (a) and (b). Since blockchain-based content and digital assets are relatively new concepts, the applicable laws or regulations are uncertain. Therefore, new legislation, restrictions, and any relevant laws that may be enacted in the future can negatively affect blockchain-based content, digital assets, or blockchain technology. You fully understand this and agree to solely bear all risks in relation to this.

While a website connected to the Services may provide information about the estimated market value of the Digital Items, the real-world fiat value of Digital Items are subject to volatility and change, and could lose their value, both on an individual as well as a network-wide basis. LEMMA-X does not directly control and is not responsible for the value of Digital Items and makes no guarantee, express or implied, of their value in any fiat currency. LEMMA-X also makes no representation or warranty regarding the accuracy or timeliness of any information regarding the value of any Digital Items presented through the Services, and you agree that LEMMA-X shall bear no liability of any kind with respect to such information.

LEMMA-X does not endorse, verify, review, or approve any Digital Items that are purchased or sold through the Services. LEMMA-X makes no claims or representations regarding the market value, legal rights, or any other benefits associated with the purchase of Digital Items. In relation to NFTs, the responsibility to investigate the authenticity, intellectual property claims, rarity, uniqueness, and value of any NFTs prior to purchase rests solely with the user. Prices shown on secondary markets may not reflect the true market value of the NFT. The rarity and value of NFTs can fluctuate, particularly with ongoing minting.

LEMMA-X does not provide investment, financial, tax, or legal advice. The information and applications provided in connection with the Services do not constitute investment advice, financial advice, trading advice, or any other sort of advice, and should not be treated by any user as such.

You should be aware that, except for cryptoassets and NFTs, Digital Items are not transferrable outside of the platform in which they are first created and held, and can only be sold within those platforms via the Services, which allow you to list for sale your Digital Items for other users to purchase via LEMMA-X (as set out above).

Some jurisdictions do not allow the exclusion of implied warranties which means that some or all of the above exclusions may not apply to you.

10. Liability

YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS SECTION.

These Terms set out LEMMA-X’s entire financial liability (including any liability for the acts or omissions of its affiliates, and their and LEMMA-X’s partners, representatives, shareholders, directors, officers, employees, agents, licensees, licensors and subcontractors (together, “Representatives”)) to users:

arising under or in connection with these Terms;
in respect of any use made by you of the Services or any part of them; and
in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with these Terms.

Nothing in these Terms excludes LEMMA-X’s or its Representatives’ liability for:

death or personal injury caused by negligence;
fraud, fraudulent misrepresentation or fraudulent misstatement; or
any statutory liability not capable of limitation.

Subject to the above, to the maximum extent permitted by applicable law, the total liability of LEMMA-X and its Representatives for any individual claim or series of connected claims for losses, costs, liabilities or expenses which you may suffer arising out of, or in connection with, any breach by LEMMA-X of these Terms shall be limited to the aggregate market value of Digital Items you have purchased or sold in the 3 months preceding the breach giving rise to your claim. Where we are considering a specific claim relating to a specific transaction, this sum shall be further limited to the market value of the Digital Items that are the subject of the transaction in dispute, at the time of the breach giving rise to the claim.

In addition to the liability cap set out above, in no event will LEMMA-X or its Representatives be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for:

any losses that are unforeseeable, avoidable or caused as a result of any events outside its control, whether directly or indirectly suffered (including any problem inherent in the operation of a distributed ledger that LEMMA-X does not control);
any damage, loss, or injury resulting from hacking, tampering, or other unauthorised access or use of the Services;
any interruption in availability of the Services, delay in operation or transmission, or computer viruses or other malicious software obtained by accessing our Services or any website or services linked to our Services;
any glitches, bugs, errors, or inaccuracies of any kind in our Services, software, or systems operated by us or on our behalf;
suspension or other action taken with respect to your LEMMA-X account;
fluctuations in the fiat currency value of Digital Items;
any loss of profits or loss of expected revenue or gains, including any loss of anticipated trading profits and / or any actual or hypothetical trading losses, whether direct or indirect, loss of business, loss of use, loss or corruption of data, depletion of goodwill and/or similar losses, or pure economic loss, or for any special, punitive, incidental, indirect or consequential loss costs, damages, charges or expenses;
any loss, damage or corruption of any Digital Item as a result of the instructions, acts or omissions of you (this shall include any losses attributable to a failure by you to keep secure any security details, access credentials, public or private keys, or other information relating to the Services and access to them); or
any other loss or damage whatsoever which is not directly attributable to LEMMA-X or which does not arise directly as a result of our breach of these Terms (whether or not you are able to prove such loss or damage), howsoever arising under these Terms.

You acknowledge and agree that the above limitations of liability together with the other provisions in these Terms that limit liability are essential terms and that we would not be willing to grant you the rights set forth in these Terms but for your agreement to the above limitations of liability.

11. Indemnity

To the maximum extent permitted by law, you agree to indemnify and defend us and our Representatives from and against all losses, liabilities, actual or pending claims, actions, damages, expenses, costs of defence and reasonable attorneys’ fees incurred by us as a result of, in connection with or arising from your use of the Services or any alleged violation of these Terms (including your sale of NFTs on any secondary markets enabled by any game developers), the rights of a third-party or applicable law, in each case other than to the extent the same is a result of our gross negligence or wilful misconduct. We reserve the right, at your expense, to assume the exclusive defence and control of any matter subject to indemnification hereunder. In any event, no settlement that affects our rights or obligations may be made without our prior written approval.

12. Suspension and Termination

You may terminate these Terms at any time by closing your account with us and ceasing all use of the Services. You will not be charged for closing your account, although you will be required to pay any outstanding amounts owed to us.

Without prejudice to our other rights and remedies under the Terms, we may restrict, suspend, or terminate your use of the Services and these Terms in full or in part in the following cases:

where you have breached, or we suspect that you have breached, these Terms;
where we are required to do so by law;
where you are subject to a bankruptcy or insolvency event of any type as determined by us (in which case we are also entitled to cover all reasonable costs or expenses, including legal fees, related to our enforcement of these Terms and recovery of any sums owed to us by you);
where we decide to no longer provide the Services;
when regular use of the Services is disrupted due to a power outage, equipment malfunction, or traffic overload;
when disruption is inevitable due to repairs to the Services (in which case we will endeavour to notify you in advance); and
any other circumstances that render us unable to provide the Services or where we otherwise feel it is necessary in order to protect LEMMA-X, the Services, or other users.

We are not liable for any problems that may arise from changes in and/or suspension of the Services unless the changes and/or the suspension are caused by our negligence.

13. Consequences of Termination

Upon termination of these Terms for any reason all rights granted under these Terms shall immediately terminate and you shall lose the right to access and use the Services and must cease all use of the Services. You must also delete any of our confidential information that you hold, to the extent technically and legally practicable. All fees payable under these Terms are non-cancellable and non-refundable.

Upon termination, all of the legal rights, obligations and liabilities that you and us have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely shall be unaffected by this cessation. Any terms that, by their nature, are intended to survive termination of these Terms will survive, including but not limited to sections 4, 6, 7, 9, 10, 11, 12, 13, 14 and 16.

14. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS. BY AGREEING TO BINDING ARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT.

In order to expedite and control the cost of disputes, LEMMA-X and you agree that any legal or equitable claim, dispute, action or proceeding arising from or related to these Terms or the Services (“Dispute”) will be resolved exclusively as follows to the fullest extent permitted by law.

a. Notice of Dispute

In the event of a Dispute, you or we must give the other a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and a proposed resolution. You must send any Notice of Dispute by mail and email to us at the mailing and email addresses provided in the Contact LEMMA-X section. We will send any Notice of Dispute to you by mail to your LEMMA-X account address, if provided, or otherwise to your email address. Both parties shall first attempt in good faith to settle any such Dispute by allowing the receiving party 30 days after receipt of the Notice of Dispute to settle the Dispute.

b. Binding Arbitration

If any Dispute cannot be resolved by the above dispute resolution procedure, such Dispute will be settled by binding arbitration in Ireland via the International Chamber of Commerce (“ICC”), with the arbitration to take place in accordance with ICC rules (the “Arbitration Rules”). You are giving up the right to litigate (or participate in as a party or class member) all Disputes in court. All Disputes will be settled before a neutral arbiter, whose decision will be final except for a limited right of appeal under any applicable law, and any court with jurisdiction over the parties may enforce the arbitrator’s award.

Payment of all filing, administration and arbitrator fees will be governed by the Arbitration Rules. If, however, you are able to demonstrate that the costs of arbitration will be cost-prohibitive for you as compared to the costs of litigation, we will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive for you. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, you agree to reimburse us for all fees associated with the arbitration that we paid on your behalf, which you otherwise would be obligated to pay under the Arbitration Rules. A single arbitrator will be selected in accordance with the Arbitration Rules. The arbitration shall be conducted in the English language. The arbitrator will have the power to grant whatever relief would be available in court under law or in equity and any award of the arbitrator will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. The arbitrator will not, however, have the power to award punitive or exemplary damages, the right to which each party hereby waives. The arbitrator will apply applicable law and the provisions of these Terms and the failure to do so will be deemed an excess of arbitral authority and grounds for judicial review. The arbitrator’s decision must be with written explanation and remain confidential.

We and you agree that any Dispute will be submitted to arbitration on an individual basis only. Neither we nor you are entitled to arbitrate any Dispute as a class or representative action and the arbitrator will have no authority to proceed on a class or representative basis.

If any provision of the agreement to arbitrate in this Section is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). To the extent permitted by law, any Dispute under these Terms must be filed within one year in an arbitration proceeding. The one-year period begins when the Dispute or Notice of Dispute first could be filed. If a Dispute isn’t filed within one year, it’s permanently barred.

By agreeing to these Terms, you explicitly agree that any claims or actions that you may otherwise have against us under the laws of any jurisdiction outside Ireland are hereby waived, including without limitation, any claims or actions under the laws of your own country, and that your sole location and applicable law for any dispute is in Ireland according to the terms of this Section.

c. Exceptions to Arbitration

You and LEMMA-X agree that the following Disputes are not subject to the above provisions concerning binding arbitration:

any Disputes seeking to enforce or protect, or concerning the validity of, any of LEMMA-X’s intellectual property rights;
any claim for injunctive relief;
any claim you are authorized to bring to the attention of any federal, state, or local government agencies that can, if the law allows, permit those authorities to seek relief from us on your behalf; and
any Dispute that qualifies for small claims court.

d. Governing Law

These Terms are governed by and construed and enforced in accordance with the laws of Ireland and are binding upon the parties hereto in Ireland and worldwide. You and we agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the interpretation or construction of these Terms.

15. Contact LEMMA-X

If you have any feedback, questions, or complaints, you may contact us via our in-app chat, by writing to our registered office set out above or by email to support@lemmax.com.

You should raise any complaint that you may have with us as soon as possible. Please contact us using any of the methods set out above and include in your communication the cause of your complaint, how you would like us to resolve the complaint and any other information you believe to be relevant. The support team will consider and respond to your complaint within a reasonable time period based on the information you have provided and any other relevant information available to us. The response may be to resolve your complaint in the way you requested, to reject your complaint with an explanation of our reasons for the rejection, or to offer to resolve your complaint with an alternative solution. You agree to use the complaints procedure set out in this section before filing any claim in a competent court. If you fail to comply with this provision, we may use it as evidence of your unwillingness to settle the issue and/or the vexatious nature of the complaint. However, nothing in this section ‎shall be construed as preventing either party from seeking conservatory or similar interim relief in any court of competent jurisdiction.

16. Miscellaneous

a. Compliance with Applicable Law

Your use of the Services is subject to applicable law including but not limited to export restrictions, end-user restrictions, antiterrorism laws, and economic sanctions. By using the Services, you agree that you will comply with all applicable law. You are not permitted to use any of our Services if doing so would, directly or indirectly, violate applicable law, including those promulgated by relevant law specific to that jurisdiction, the United Nations Security Council, the U.S. Department of the Treasury’s Office of Foreign Assets Control (including but not limited to the Specially Designated Nationals List and other non-SDN restricted or blocked parties lists), the European Union, the United Kingdom, and/or any other applicable national, regional, provincial, state, municipal or local laws and regulations (each as amended from time to time). You also acknowledge and agree to hold us harmless for any losses caused by delays or refusals to process a transaction that result from our obligation to ensure compliance with applicable export controls or sanctions.

b. Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between LEMMA-X and you regarding the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between LEMMA-X and you regarding the Services.

c. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. We may freely assign or transfer these Terms without restriction (except to the extent of any notice requirement under applicable law), including to our affiliates or to any successor in interest of any business associated with the Services. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

d. Communications

Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given through the Services and/or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures that we provide in connection with your account and your use of the Services. You may opt-out of receiving promotional communications in the manner that will be provided via the communication itself. You acknowledge that opting out of receiving communications may impact your use of the Services.

These Terms are written in English. Any translated version is provided solely for your convenience. To the extent any translated version of our Terms conflicts with the English version, the English version prevails.

e. Waiver and Enforceability

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorised representative of LEMMA-X. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

If any provision of these Terms is held invalid or unenforceable that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

f. Relationship between Parties

Nothing contained in these Terms will be deemed to constitute us or you as the agent or representative of the other or as joint venturers or partners.

LEMMA-X and any of its affiliates or other group entities may enforce these Terms. Except as set forth in the preceding sentence, a person who is not a party to these Terms shall not have any rights under or in connection with it.

g. Interpretation

For purposes of these Terms, (a) the words “include”, “includes”, and “including” are deemed to be followed by the words “without limitation”; (b) the headings and captions contained herein are for convenience only; and (c) the word “herein” refers to these Terms as a whole. These Terms shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.