Please read and accept these TERMS & CONDITIONS before completing your submission of information and account registration with Uptopia Limited.

These Terms and Conditions (the ‘Agreement’) is entered into

1. You (the "Customer", "you" or "your"); and

2. Uptopia LIMITED., a company duly organized and validly existing under the laws of British Virgin Island and having its principal place of business at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (the "Uptopia", "we" or "our").

(i) Uptopia is a distributed application that currently runs on the Base blockchain using specially-developed smart contracts to enable users to own, transfer, and engage with unique digital assets. Using the Uptopia Platform, users can view their assets and acquire or trade digital assets with other Uptopia Platform users.

(ii) The Customer wishes and agrees to download, access and/or use of Uptopia’s Games (each a "Game" and together the "Games"), the Uptopia Platform and the Service on your Equipment

(iii) You agree that by accessing and/or using our Services, you are agreeing to these Terms and Conditions and our Privacy Policy.

(iv) Uptopia reserves the right to amend, change, and/or modify its terms and conditions ("T&C") and the Privacy Policy on Uptopia Platform from time to time without any advance notice to the Customer. By using Uptopia Platform after any changes have been made, the Customer acknowledges their agreement to the modified T&Cs and all the changes made therein.

1.1) Account means the account registered by Customer associated with the Customer’s email address, and approved by Uptopia, on Uptopia Platform to access and/or use the Games and the Games Service.

1.2) Equipment means the electronic devices (e.g. computer, mobile phone, tablet) used by Customer to access Uptopia Platform.

1.3) Digital Assets means in-game products available for purchase.

1.4) Uptopia Platform includes the website https://uptopia.xyz and/or any websites belong to Uptopia or any companies affiliated with Uptopia, the smart contracts between Uptopia and customers, as well as relevant mobile/computer application(s).

1.5) Privacy Policy means Uptopia’s policies on privacy as amended from time to time and shown on the Uptopia Platform.

1.6) Purchase Price means the amount of price that the Customer pays to Uptopia in relation to the Games.

1.7) Submission means any questions, comments, suggestions, ideas, feedback, or other information regarding the Games, Services and/or Uptopia Platform provided by you to us or purportedly from you through Uptopia’s network and system and upon which Uptopia received and is authorized to act.

1.8) Services means any form of services that Uptopia may offer you pursuant to this Agreement in relation to the Games and the Uptopia Platform and as you may from time to time subscribe to and “Service” shall be construed accordingly. For example, Account is included in Services.

2.1) Any purchases (including acquiring digital assets) on the Uptopia Platform will be conducted solely through the Base blockchain via third-party wallet providers.

2.2) Uptopia will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Uptopia Platform, or any other transactions that you conduct via the Base network.

You acknowledge and agree that Submission is non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions to any lawful purpose, commercial, or otherwise, without acknowledgment or compensation to you. You hereby waive any moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there should be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

The Customer agrees to release, indemnify and hold harmless Uptopia, our affiliates, our and their respective officers, directors, employees and agents from and against any claims, liabilities, damages, losses and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way related to the Customer’s complaints relating to the Games, Services and Uptopia Platform. For the avoidance of doubt, this indemnification, defense and hold harmless obligation shall survive this Agreement and the termination of the Customer’s use of the Games, Services and Uptopia Platform provided by Uptopia.

You accept and acknowledge each of the following:

5.1) The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your digital assets, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of digital assets will not lose money.

5.2) You are solely responsible for determining what, if any, taxes apply to your digital asset-related transactions. Uptopia is not responsible for determining the taxes that apply to your transactions on the Uptopia Platform.

5.3) Uptopia Platform does not store, send, or receive digital assets. This is because digital assets exist only by virtue of the ownership record maintained on Uptopia Platform’s supporting blockchain on the Base network. Any transfer of digital assets occurs only on the Base network.

5.4) There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that Uptopia will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using the Base network, however caused.

5.5) A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the Uptopia ecosystem, and therefore the potential utility or value of digital assets.

5.6) The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Uptopia ecosystem, and therefore the potential utility or value of digital assets.

6.1) Notwithstanding the above, the Customer agrees for Uptopia to use the Customer’s personal information as set out on Uptopia Platform.

6.2) For purposes of collection, Uptopia shall keep strictly confidential the Customer’s data and personal information except for circumstances set out under the Privacy Policy.

7.1) Unless otherwise indicated, the Games, Services and Uptopia Platform are our proprietary property and all source code, database, functionality, software, website design, audio, video, text, photographs, and graphics (collectively the “Content”) and trademarks, service marks and logos contained therein are owned, controlled by us or licensed to us, and are protected by the laws of the British Virgin Islands and relevant jurisdiction.

7.2) Other than the Content contributed and owned by users, you acknowledge that all copyright, trademarks, and other intellectual property rights in and relating to the Games, Services and Uptopia Platform are owned by or licensed to us.

7.3) Subject to these Terms and Conditions, we grant you, and you agree to receive, a non-exclusive, non-transferable, personal, revocable limited license to access and/or use the Games, Services and Uptopia Platform (but not any related object and source code) for your own personal private use only. Other than this, you have no ownership or property interest in any of our Games, Services or Uptopia Platform.

7.4) You must not copy, distribute, make available to the public or create any derivative work from the Games, Services or Uptopia Platform without Uptopia’s prior consent in writing.

8.1) When you accept these T&Cs, you are creating your Uptopia account associated with your email address. You will be asked to provide your information in accordance with know-your-customer requirements which will be used to determine your eligibility to use the Games, Services and Uptopia Platform, such as but not limited to:

(a). First name.

(b). Last name.

(c). Phone number.

(d). Email address.

(e). Government I.D.

(f). Selfie.

(g). Citizenship.

(h). Date of birth.

(i). Place of birth.

(j). Present address.

8.2) You represent that all information which you will provide is true and accurate. You will keep your information up to date by informing us of any change/s through the management of your account.

8.3) By registering an Account, you represent that you are at least eighteen (18) years old and have full capacity for civil acts under the laws applicable to you. If you are under 18 years old, your legal guardian has reviewed and agreed to these terms and conditions and is happy for you to access and/or use the Uptopia Platform and the Services. You are responsible for providing correct registration information. We reserve the right to request for additional information to add in account verification, as well as close, suspend or limit your access to the Uptopia Platform in the event of incomplete or incorrect information provided. You may only have one (1) Account to access and use the Games, Services and Uptopia Platform.

8.4) You hereby irrevocably authorize Uptopia to act on all Submission received from you (or purportedly from you) through the Uptopia Platform and to hold you liable in respect thereof. Uptopia may nevertheless refuse to carry out any Submission in Uptopia’s sole and absolute discretion.

8.5) Uptopia shall be entitled to accept and to act upon any Submission, even if that Submission is otherwise for any reason incomplete or ambiguous.

8.6) Uptopia shall be deemed to have acted properly and to have fully performed all the obligations owed to you notwithstanding that the Submission may have been initiated, sent or otherwise communicated in error or fraudulently, and you shall be bound by any Submission on which Uptopia may act if Uptopia has in good faith acted in the belief that such instructions have been sent by you.

8.7) You agree to indemnify, and shall release, Uptopia and its directors, officers, employees, agents and representatives and those of its affiliates (collectively, the ‘Uptopia Indemnified Parties’), from and against all claims, losses, damages, costs and expenses howsoever arising in consequence of, or in any way related to Uptopia having acted (or failed to act) in accordance with the whole or any part of any of your Submission.

8.8) You acknowledge that, to the full extent permitted by law, Uptopia shall not be liable for any unauthorized drawing, transfer, disclosure, or any activity or any incident on your Account by the fact of the knowledge and/or use or manipulation of your password, ID or any means whether or not occasioned by your negligence.

8.9) In the event of any conflict between any terms of any Submission received by Uptopia from you and this Agreement, this Agreement shall prevail.

9.1) You hereby agree and authorize Uptopia to use and verify your Personal Information and the relevant information (i) for the purposes set forth herein and (ii) to the extent Uptopia otherwise determines is necessary and/or advisable, in its sole discretion, to comply with applicable law.

9.2) Uptopia reserves the right to request further information from you pertaining to your registration of an Account. Failure to provide such information within the time required by Uptopia may result in declining to register your Account. Failure to provide evidence of your identity may be deemed by Uptopia as a possible fraudulent attempt to access the Uptopia Platform and/or the Services.

9.3) You can request to cancel your Uptopia account by requesting it from Customer Care in Section 18. Once the account is cancelled, you can no longer log in to your cancelled account on the Games or Uptopia Platform.

9.4) Other Personal Information-related contents shall be subject to provision of the Privacy Policy.

10.1) Customer has following rights:

(a). to request Uptopia to provide Services in accordance with the terms and conditions confirmed by Uptopia via the Uptopia Platform.

(b). to request Uptopia, to the best knowledge of Uptopia, to provide necessary information for the performance of this Agreement, which, for the avoidance of doubt, does not include information relating to the digital assets.

10.2) Customer has following obligations:

(a). to not use the Uptopia Platform for any commercial endeavours without the prior consent of Uptopia in writing;

(b). to be solely responsible for all materials that the Customer make available via Uptopia Platform;

(c). to not disguise, anonymise or hide your IP address or the source of any materials related to Uptopia Platform that you may upload.

(d). to not remove or amend any proprietary notices or other ownership information from our Games or any other part of the Uptopia Platform.

(e). to not interfere with or disrupt the Uptopia Platform or servers or networks that provide the Uptopia Platform.

(f). to not attempt to decompile, reverse engineer, disassemble or hack any of the Uptopia Platform, or to defeat or overcome any of our encryption technologies or security measures or data transmitted, processed or stored by us.

(g). to not 'harvest', 'scrape' or collect any information about or regarding other people that use the Uptopia Platform, including, but not limited to any personal data or information (including by uploading anything that collects information including but not limited to 'pixel tags', cookies, graphics interchange formats ('gifs') or similar items that are sometimes also referred to as 'spyware' or 'pcms' (passive collection mechanisms).

(h). to not sell, transfer or try to sell or transfer an account with us or any part of an account.

(i). to not disrupt the normal flow of a Game or otherwise act in a manner that is likely to negatively affect other players' ability to compete fairly when playing our Games or engaging in real time exchanges.

(j). to not use the Uptopia Platform to cheat or design or assist in cheating (for example, by using automated means or third party software to play), or to otherwise circumvent technological measures designed to control access to, or elements of, the Uptopia Platform, or to do anything else that a reasonable person is likely to believe is not within the spirit of fair play or these terms;

(k). to not unilaterally terminate this Agreement except for circumstances clearly set out under this Agreement.

(l). to at all times follow the security procedures recommended by Uptopia. The Customer acknowledges that any failure on his/her part to follow the recommended security procedures may result in a breach of their Account’s confidentiality. In particular, the Customer shall ensure that the Account is not used by anyone other than the Customer.

(m). to be responsible for ensuring the proper performance of the Customer’s Equipment. Uptopia shall neither be responsible for any errors or failures caused by any malfunction of the Customer’s Equipment nor shall Uptopia be responsible for any computer virus or related problems that may be associated with the use of Uptopia Platform and the Equipment. The Customer shall be responsible for charges due to any service provider providing the Customer access to Uptopia Platform and/or the Equipment and Uptopia shall not be responsible for losses or delays caused by any such service provider.

Uptopia has following rights

(a). to not have the obligation to issue invoices to Customers with respect to the digital assets.

(b). to automatically suspend or block an Account in the event that Uptopia has reason to believe that the Account is being used for fraudulent or suspicious activities or by an unauthorized person. The Customer shall hold Uptopia free from liability for such suspension or blocking or any loss or damage which the Customer may suffer as a result thereof.

11.2) Uptopia has following obligations

(a). to ensure transparency in data management in accordance with terms and conditions of this Agreement;

(b). to provide reasonable support and answer Customer’s inquiries as quickly, professionally as possible, with all expertise and knowledge in the scope related to the above transactions;

12.1) The Customer represents and warrants that the Customer: (a) has the right, power, and ability to enter into and perform under this Agreement and use our Games, Services and the Uptopia Platform (b) shall fulfill all obligations under this Agreement and other related polices as announced on Uptopia Platform from time to time; and (c) provides true, accurate, complete and updated information.

12.2) By entering into this Agreement, the Customer agrees that all terms and conditions mentioned herein are reasonable and fair for both the Customer and Uptopia.

12.3) The Customer further agrees that he/she

(a). is not a minor in the jurisdiction in which he/she resides;

(b). will not access the Games or the Uptopia Platform through automated and non-human means (e.g. a bot, script or otherwise);

(c). will only use one in-game account to earn tokens in any 24-hour period; and

(d). complies with the laws applicable to you when accesing and/or using the Games, Services and Uptopia Plarform.

12.4) Customer agrees to indemnify and hold Uptopia harmless from any legal liabilities and compensations relating to:

(a). Any claim by the Customer regarding the quality and technical defects of the Games, Services and Uptopia Platform provided by Uptopia;

(b). Complaints, requests, and lawsuits made or conducted by any competent State bodies with respect to Customer.

12.5) Uptopia represents that it shall comply with its obligations under this Agreement and the law of British Virgin Islands. Uptopia agrees to indemnify and hold Customer harmless from any legal liabilities and compensations arising out of complaints, requests, and lawsuits made or conducted by any competent State bodies with respect to Uptopia’s provision of the Games and Services via Uptopia Platform.

12.6) Uptopia makes no warranties that the Uptopia Platform shall be uninterrupted or error-free. Uptopia disclaims all representations and warranties to Uptopia Platform, including but not limited to the warranties of merchantability and fitness for a specific purpose. Further, Uptopia does not represent that the information or content accessible through Uptopia Platform (including third-party website and materials) is accurate, complete and current and all information, including applicable fees and availability, shall be subject to change without prior notice to the Customer. The Customer assumes all risks associated with the use of Uptopia Platform, the Games, the Services and any information available and/or accessed through Uptopia Platform and any security features provided for Uptopia Platform.

The Customer understands that your use of the Application constitutes the Customer’s agreement to all such terms, conditions, and any rules of conduct as Uptopia may implement.

In addition, the Customer is deemed to have signed this Agreement and agree to the T&Cs upon clicking the ‘Accept’ or ‘Submit’ option, as the case may be, on the Uptopia Platform asking the Customer to confirm to have read, understood and agreed to abide by this Agreement (the Effective Date).

By downloading the Uptopia Platform and opening an Account, the Customer agrees to comply with this Agreement and the Customer affirms that this Agreement is without prejudice to any other right that Uptopia may have in law or otherwise.

Subject to provisions of the Privacy Policies, all information supplied by Customer shall be treated as confidential and shall not be disclosed or used other than to satisfy the requirements of this Agreement unless the information is or comes into the public domain otherwise than by breach of this Section 9.

Similarly, any written material, information, data, specifications or drawings supplied by Customer to Uptopia shall remain subject to Customer’s copyright and shall not be copied or used for any purpose other than satisfying the requirements of this Agreement.

15.1) Each of the following shall constitute a breach of the Customer under this Agreement:

(a). The Customer’s failure to comply with any of the covenants or obligations expressed or implied in this Agreement;

(b). The Customer’s violation of any law, regulation, judgment, or administrative decision or decree, including non-payment of taxes, in circumstances where Uptopia reasonably believes that said violation will have an adverse effect on the Customer’s ability to meet the Customer’s obligations under this Agreement.

15.2) At any time after an Event of Default has occurred and is continuing, Uptopia may, without prejudice to any other right or remedy granted to it under any law:

(a). terminate this Agreement and deny access to and use of the Uptopia Platform without warning;

(b). obtain indemnification upon demand against any reasonable loss or expenses, which Uptopia may incur.

16.1) These Terms of Use remain in full force and effect while you use the Uptopia Platform.

16.2) If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or a borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating and suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

16.3) The Customer agrees that if Uptopia asserts a claim against the Customer (including any and all appeals), arising out of or related to this Agreement, Uptopia shall be entitled to recover from the Customer all amounts Uptopia incurs related to litigation (including actual attorneys’ fees and costs) if Uptopia prevails on the claim in whole or in part. Uptopia shall have the right to collect from the Customer attorneys’ fees and cost incurred by Uptopia in handling any administrative or informal disputes with the Customer, if Uptopia prevails in such dispute, in whole or in part.

17.1) The Customer may not assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of his/her rights and obligations under this Agreement

17.2) Supplemental terms and conditions or documents that may be posted on the Uptopia Platform from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion to make changes or modifications to these terms at any time, your continued use of our Services after the terms have been updated shall confirm your acceptance of the updated terms.

All communications and notices provided for hereunder shall be in writing and shall be by email to the designated recipient or their respective successors as follows:

If to the Customer:

The address and contact details as provided by you upon registration with the Uptopia Platform; provided, that any changes therein must be reflected by you in the Uptopia Platform; and

If to Uptopia:

Attn to: Uptopia Limited

Address: OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands

Email address: [email protected]

This Agreement is governed by and interpreted in accordance with the laws of the British Virgin Islands.

20.1) Any dispute arising out of or in connection with this Agreement shall be finally resolved under the Commercial Arbitration Rules of the American Arbitration Association.

20.2) In no event shall any Dispute brought by either Party related in any way to the Games, Service or Uptopia Platform be commenced more than one (1) year after the cause of the action arose.

20.3) If any of the provisions of this Agreement, or portions thereof, are found to be invalid by competent jurisdiction, the remainder or this Agreement shall nevertheless remain in full force and effect. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. All terms of the ‘whereas’ clauses shall be incorporated in, and become part of, this Agreement. The Agreement shall be binding on, and shall inure to the benefit of, the successors and permitted assigns of the parties.

20.4) You agree and acknowledge that Uptopia’ total, aggregate liability to you for any and all claims arising out of or relating to these terms or your access to and use of the Uptopia Platform is limited to one hundred (100) US Dollars.

This Agreement is made in English.