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XAI FOUNDATION

Terms of Use

Last Revised: December 12, 2024

Welcome to the Xai Network!

THIS DOCUMENT CONTAINS IMPORTANT INFORMATION REGARDING RISKS, YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MAY IMPACT YOUR RIGHTS, INCLUDING AS TO HOW DISPUTES ARE RESOLVED.  PLEASE READ IT CAREFULLY.

1. INTRODUCTION

1.1            These Terms set out the terms and conditions of your access to and use of the Services (as defined below). The legal entity you are contracting with for the purpose of the provision of Services is the Xai Foundation, a foundation company incorporated in the Cayman Islands ("Foundation"). Together with our personnel, affiliates and related companies, the Foundation is referred to in these Terms of Use as "we", "us," or "our".   You may also interact with our personnel, affiliates and related companies.

1.2            By accessing any of our Xai.Games websites and their subdomains (the "Website"), and/or utilising any applications or tools thereon, including joining our community, participating in our games;  operating Sentry Nodes, staking esXai or Sentry Keys, or otherwise interacting with the Xai Network (collectively, the "Services"), you agree to be bound by these terms and conditions between you and us, including any revisions from time to time as may be published on our websites (these "Terms").

1.3            You further agree to the collection of personal and other data by the Foundation as set out in our Privacy Policy, a copy of which is located on our websites. Our Privacy Policy is hereby incorporated by reference in these Terms.

1.4            We reserve the right, at our sole discretion, to change or modify any portion of these Terms of Use at any time. If we do this, we will publicly post the updated Terms of Use on the Website and will indicate at the top of this page the date that these Terms of Use were last revised. You may read a current, effective copy of these Terms of Use by visiting the “Terms of Use” link on the Website.  Your continued use of Website and/or the Services from and after the date any such changes become effective constitutes your acceptance of the new Terms of Use. If you do not agree to abide by these or any future Terms of Use, you will not access, browse, or use (or continue to access, browse, or use) the website or make use of the Services.  

1.5            You acknowledge and agree that it is your responsibility to review these Terms periodically and become aware of modifications (if any) from time to time. PLEASE READ THESE TERMS CAREFULLY and please do not visit, access, or use the Website and/or participate in any of the Services if you disagree with any of the terms and conditions therein.

1.6            To the extent you are the operator of a Sentry Node, or otherwise make use of Xai Network Sentry Keys ("Keys"), these Terms should be read alongside the Sentry Node Software and Key Agreement with our affiliated company, Xai Company Limited.  A copy of this agreement is available at https://xai.games/sentry-node-agreementand agreeing to abide by its terms is a pre-requisite to the purchase of a Key or operation of a Sentry Node.  You acknowledge that while the Foundation provides the Website and stewards certain aspects of the Xai Network, the issuance and operation of Keys, the Node Software, and the terms governing such Keys and Node Software are provided under a separate agreement with Xai Company Limited. 

1.7            To the extent you are involved in staking on the Xai Network, these Terms should also be read alongside the Staking Terms and Conditions, which are available on our website and a pre-requisite to staking Tokens on the Xai Network.

2. Using our services

2.1            By accessing, browsing or otherwise using the Website, or participating in any other aspect of the Services, you represent and warrant to us that:

(a)             you have read, understood, and agree to be bound by these Terms of Use;

(b)            if you are an individual, that you are at least 18 years old and have capacity to enter into these Terms of Use, and agree to be legally bound by them in their entirety;

(c)             if you using the Website or the Services on behalf of a corporation, legal entity or other organization, that you have full power and authority to do so, and that the corporation, legal entity or other organisation is validly existing under the applicable laws and agrees to be bound by these Terms of Use;

(d)            your access and use of the Website and Services will fully comply with all applicable laws and regulations;

(e)            you are the legal owner of any digital wallet address(es) that you use to access or participate in the Services and retain control of your digital assets at all times;

(f)             you will not access or use the Website or Services thereon to conduct, promote, or otherwise facilitate any illegal activity;

(g)             you understand that your use of the Website and participation in the Services is entirely at your sole risk;

(h)            you will at all times when asked provide accurate information regarding your nationality and country of residence;

(i)              you are not  a U.S. Person and will not distribute any tokens or digital assets you may receive through your participation in the Services to U.S. persons (see Section 4 below);

(j)              you are not currently subject to any sanctions administered by OFAC or OFSI, and you will not directly or indirectly use the Services to finance the activities of any person currently subject to any sanctions administered by OFAC or OFSI (see Section 5 below);

(k)             you will not use a virtual private network (“VPN”) or similar tool to circumvent any geo-blocking and/or other restrictions that we may have implemented in connection with the Website or the Services.

1.2            If you are unwilling or unable to provide any of the aforementioned warranties, or do not agree to any part of these Terms of Use, you may not use the Website or participate in any of the Services.  If the Foundation determines that you have breached any of your representations or warranties under this section, we may block your access to the Services and to any interests in property as required by law.

2. ELIGIBILITY

2.1            The Foundation reserves the right, in its sole discretion, to determine the eligibility of users for the Website and the Services.  We may require you to provide additional information or documentation to verify or confirm your eligibility, including on a periodic or ongoing basis.

Exclusion of US Persons

2.2            The Website and the Services are intended solely for users who are not U.S. Persons (as defined below).  By using the Website and participating in any Services offered, you represent and warrant that you:

a)     are not a U.S. Citizen, U.S. resident, or a person holding a U.S. green card (lawful permanent resident); 

b)     do not have your primary residence or domicile in the United States, including Puerto Rico, the U.S. Virgin Islands, and any other territories of the United States;

c)     are not accessing the Website from the United States, nor are you acting on behalf of a U.S. Person or transmitting information to a U.S. Person or in the United States.

2.3            For the purposes of these Terms, a "U.S. Person" is defined by the criteria outlined above. If you are a U.S. Person, or you are accessing the Website from the United States, you are not permitted to use the Website or participate in the Services. 

Sanctions

2.4            By using the Website and participating in any Services, you represent and warrant that you are not:

(a)             located in, incorporated or otherwise established in, or resident of, any country or territory that is the subject of sanctions or embargoes imposed by the office of Foreign Assets Control ("OFAC") of the U.S. Treasury Department or the Office of Financial Sanctions ("OFSI") of HM Treasury of the United Kingdom;

(b)            an individual or entity, or acting on behalf of an individual or entity, that is listed on any sanctions list or embargoes, including but not limited to the Specially Designated nationals and Blocked Persons List (SDN) maintained by OFAC and the consolidated list of financial sanctions targeted maintained by OFSI; or

(c)             otherwise blocked or denied under any OFAC or OFSI sanctions program. 

2.5            The Foundation strictly complies with all sanctions laws and regulations promulgated by OFAC and OFSI.  Access to the Website and participation in the Services is expressly prohibited for any person or entity subject to such sanctions.

Risk Assessment Framework

2.6            The Organization may deny, in its sole discretion, any person or address access to the Website or the Services based on data from a Screening Service Provider which indicates that such person or address may present heightened risks. 

Wallets

2.7            In order to use certain of the Services, you may be required to connect a digital wallet holding digital assets ("Wallet") to your account. You understand that we do not hold your assets, and take no custody of them. We have no access to your assets or funds. It is your responsibility to ensure that you maintain control of your digital assets, and for trading them or selling them to others. Once you purchase or sell a digital asset, the transaction cannot be cancelled or recalled. Because of how the blockchain works, all purchases and sales are final and cannot be refunded or undone. Once a transaction has been recorded in a digital wallet as instructed when the transaction was initiated, it cannot be recalled or retrieved under any circumstances.  We are not and will not be responsible for any claims, damages, losses, or liabilities whatsoever resulting from the compromise of your systems or Wallet.

2.8            If you provide a Wallet address in connection with the Services:

(a)             You agree and acknowledge that your address may be screened for threshold transactions between your address and another address associated with the following risk-exposure categories: Sanctioned Entity, Terrorist Financing, Sanctioned Jurisdiction, Child Abuse Material, Special Measures, Darknet Markets, Fraud Shop, Illicit Actor-Org, Malware, Mixing, Ransomware, Scam, Stolen Funds, and No KYC Exchange.

(b)            You agree and acknowledge that your address may be screened for geo-location purposes, including to detect whether you may be in a (a) comprehensively Sanctioned Jurisdiction; (b) jurisdiction subject to heightened sanctions risks enforced by certain countries, governments, or international authorities; or (c) jurisdiction otherwise considered high risk. 

(c)             You agree and acknowledge that we may conduct Know Your Customer ("KYC") checks and other due diligence procedures on you, including but not limited to verifying your identify, assessing the risk associated with your activities, and ensuring compliance with applicable laws and regulations.  Such KYC checks may be conducted prior to the commencement of Services or at any time during the term of this Agreement.

3. PROHIBITED ACTIVITIES

3.1            The following activities are specifically prohibited when using this website or any of the Services:

(a)             Any use of the Website in any manner that could damage, disable, overburden, impair or otherwise interfere with any of the Foundation's servers, or the networks connected to any Foundation Server, or interfere with any other party’s access and use of the Website (including, but not limited to, the deployment of viruses and denial of service attacks).

(b)            Any use in violation of any valid law such as, but not limited to, regulations for financial services, money laundering, economic sanctions, consumer protection, competition law, protection against discrimination or misleading advertising and, in particular, any violation against copyrights, patents, trademarks, trade secrets and other property rights.

(c)             Any use that involves monitoring or replicating the Services or the Website without our prior written permission, including to build a similar or competitive site, services protocol or software.

(d)            Any use that seeks to seeks to defraud the Foundation or any other person or entity, including, but not limited to, providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.

(e)            Any use that involves encouraging or enabling any other individual or entity to do any of the foregoing or otherwise violate the Terms.

3.2            The Foundation reserves the right to investigate and take appropriate action, including legal action, against anyone who, in its sole discretion, violates these Terms, including reporting the violator to law enforcement authorities.

4. Acknowledgments

4.1            Your use of the Website and the Services is subject to the laws, regulations, rules, guidelines and notices of any applicable governmental or regulatory authority (the "Applicable Laws and Regulations") including the laws of the Cayman Islands and the relevant jurisdiction in which you are based. You unequivocally acknowledge and agree that by using the Website and Services in any capacity, you shall act in compliance with the Applicable Laws and Regulations.

4.2            You further acknowledge and agree that:

(a)             your participation in the Services does not typically require or involve any form of purchase, payment, or tangible consideration from or to us; however, the acquisition and use of a Sentry Key is subject to additional terms and conditions agreed with Xai Company Limited;

(b)            you are solely responsible for the management of the private keys for, and security of, any digital wallets which you use in connection with the Services;

(c)             The Foundation does not have custody or control over the contents of your digital wallets and has no ability to retrieve or transfer those contents; 

(d)            you are are responsible and liable for all taxes due in connection with your participation in the Services and you should consult a tax advisor as necessary; and

(e)            you acknowledge that any tokens or digital assets encountered through the Services are not intended for speculative investment purposes, may have no underlying value, and do not confer any ownership interest, right to profits, or other forms of equity interest in the Foundation or its affiliates.

5. NO ADVICE AND NO FIDUCIARY DUTIES

5.1            All information provided on our website, or otherwise provided through the Services, is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the website or in the Services. Before you make any financial, legal, tax or other decisions involving the Service, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

5.2            These Terms of Use are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms of Use.

6. DISCLAIMERS

6.1            The Website and the Services are offered "as is" and "as available", and the Foundation makes no representations or warranties of any kind, whether express or implied, regarding the Website, the Services or their use. The Foundation does not warrant that the use of the Website or the Services will be uninterrupted or error free and expressly disclaims any representations and warranties as to the merchantability, fitness for a particular purpose, and non-infringement of third-party rights. No representations or warranties are made that the Website or any third-party services made available through the Website will be free from malfunctions, errors, or harmful components. All use of the Website is therefore at your sole risk as a user.

6.2            For the avoidance of doubt, the Foundation does not warrant or represent the functionality, security, or suitability of any third-party software (including the Node Software governed by a separate agreement) or any tokens that may be accessed or sued in connection with the Services.

6.3            You agree that we cannot be held responsible for any system failures or stoppages which prevent us from fulfilling our obligations under these Terms, provided that we used commercially reasonable efforts to prevent or limit such System Failures, or Stoppages. You also agree that we cannot be held responsible for any other circumstances beyond our reasonable control.

7. Limitation of liability

7.1            You acknowledge and agree that, to the fullest extent permitted by applicable law, in no event shall the Foundation, any of our affiliates, nor any of the officers, directors and employees of the Foundation or our affiliates,  be liable for any claim, damages or any other form of liability, whether in action or in tort, arising from or in connection with your use or inability to use the Website, or any website linked to this Website, or any content provided on the Website or those other websites.

7.2            We further disclaim all liability arising from any reliance you placed on the materials provided on the Website, or through our Services, including the content provided by third parties. Any links to other websites are provided for your convenience. They do not signify any endorsement by the Foundation of such other websites. We have no control over or responsibility for the content provided on such other linked websites.

7.3            We do not make any representations or warranties that access to or participation in any part of the Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free.  Any Rewards you may receive (including any tokens) as part of the Services may have no value.

7.4            To the maximum extent permitted by law, in no event will the cumulative liability of the Foundation, any of our affiliates or any of the officers, directors and employees of the Foundation or our affiliates for any claims arising out of or related to the Terms, the Services or the Website exceed one hundred US dollars (US$100). The limitation of liability reflects the allocation of risk between the parties.

7.5            Some jurisdictions do not allow certain warranty disclaimers or limitations on liability. Only disclaimers or limitations that are lawful in the applicable jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law.

8. INDEMNIFICATION AND RELEASE

8.1             You agree to defend, indemnify, and hold harmless the Foundation, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Foundation Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Services, your connection to the Service, your violation of these Terms of Use, or your violation of any rights of another. The Foundation will provide notice to you of any such claim, suit, or proceeding. The Foundation reserves the right to assume the exclusive defence and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting the Foundation Parties' defence of such matter. You may not settle or compromise any claim against the Foundation Parties without the Foundation's prior written consent.

8.2            You expressly agree that you assume all risks in connection with your access and use of the Service. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Service, including your interaction with the Protocol

9. Proprietary rights and limitations of use  

9.1            The Website and the Services are proprietary in nature and are owned by the Foundation and its affiliates. The Website, the Services, and all material thereon, is protected by copyright and other intellectual property laws. You agree and understand not to modify, copy, reproduce, retransmit, distribute, sell, publish, broadcast, create derivative works from, or store the Website’s source code or similar proprietary or confidential data or other similar information provided via the Website or the Services, without our express prior written consent. You may not use the Website or the Services for any unlawful purpose.

9.2            We hereby grant you a non-assignable and non-exclusive personal, worldwide, royalty-free license to use the Website and the Services in accordance with these Terms. All other uses are prohibited. All rights in and to the Platform, and not granted herein, are reserved.

Trademarks

9.3            XAI, Xai, the Xai logo and all intellectual property in connection with Website and the Services (whether registered or unregistered) (the "Xai Marks") are proprietary marks licensed to the Foundation or its Affiliates or Partners and protected by applicable trademark laws. Nothing contained in these Terms should be construed as granting any license to or right to use any of the Xai Marks displayed here without our express written consent. Any unauthorised use of the Xai Marks is strictly prohibited. You may not use any of the Xai Marks in connection with the creation, issuance, sale, offer for sale, trading, distribution, solicitation, marketing, or promotion of any products without a separate written agreement with us. We may use technology that is the subject of one or more pending patent applications.

10. Third parties

Third party websites

10.1         The Website may link to other websites or services operated by or with content provided by third parties, and such other websites may link to our Website ("Third Party Services"). You agree and understand that the Foundation has no control over any Third Party Services and will have no liability arising out of or related to such websites, services or their content. The existence of any third-party links on the Website does not constitute an endorsement of such websites, their content, or their operators. The Foundation is providing these links to you only as a convenience.

10.2         Any dealings you have with third parties while using the Services are between you and the third party. The Foundation will 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 Services.

10.3         Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party.

10.4         References that we make to any names, marks, products or services of third parties or hypertext links to third party sites or information do not constitute or imply our endorsement, sponsorship or recommendation of the third party, of the quality of product or service, advice, information or other materials displayed, purchased, or obtained by you in connection with such reference.

User Content and Feedback

10.5         You represent and warrant that you own all right, title and interest in and to any content that you make available via the Website or through the Services, including all copyrights and rights of publicity contained therein ("User Content"). You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.  For the avoidance of doubt, nothing in these terms shall be construed to grant you any additional rights in relation to the Keys or Node Software. Your rights and obligations related to Sentry Keys and the Node Software are as set forth in your agreement with Xai Company Limited. You acknowledge that the Foundation does not pre-screen User Content, but that the Foundation  and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any User Content that is available via the Services. Without limiting the foregoing, the Foundation and its designees will have the right to remove from the Website, without notice, any content that violates these Terms of Use or is deemed by the Foundation, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such content.

10.6         If you provide us with any feedback or suggestions via any medium whatsoever (“Feedback”), you hereby assign to the Foundation all rights in such Feedback and agree that the Foundation shall have the right to use such Feedback and related information in any manner it deems appropriate. The Foundation will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any Feedback or other information or ideas that you consider to be confidential or proprietary for which you do not have all required permissions and consents to so submit.

11. Dispute resolution by binding arbitration; Class Action waiver

THIS DISPUTE RESOLUTION BY BINDING ARBITRATION SECTION IS REFERRED TO IN THESE TERMS OF USE AS THE “ARBITRATION AGREEMENT.”  PLEASE READ THIS ARBITRATION AGREEMENT CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS WHICH AFFECT YOUR LEGAL RIGHTS. THIS SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE ORGANISATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

11.1         Informal Process First. 

We are always interested in resolving disputes amicably and efficiently, and most concerns can be resolved quickly and to your satisfaction by emailing user support at notices@xai.games. However, if such efforts prove unsuccessful, you may send to us, by email, a written Notice of Dispute (“Notice”). The Notice should be sent to notices@xai.games and must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought.  If we and you do not resolve the claim or dispute set out in the Notice within sixty (60) calendar days from the date of receipt, we or you may commence an arbitration proceeding.  It is agreed that this dispute resolution procedure is a condition precedent which must be satisfied before initiating arbitration.

11.2         Arbitration and its terms.

You agree that any and all disputes or claims that have arisen or may arise between you and the Foundation, whether arising out of or relating to these Terms of Use (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. The arbitration will be administered in accordance with the Rules of the London Court of International Arbitration then in effect (the “LCIA Rules”).   The arbitration proceedings will be conducted in English. The arbitrator(s) will apply the substantive law of the Cayman Islands, excluding its conflict or choice of law rules.   Other than the class procedures and remedies expressly prohibited by this Arbitration Agreement, the arbitrator(s) will have the authority to provide any remedy or relief that a court of competent jurisdiction could award.  Any decision or award rendered by the arbitrator will be final and binding, and may be overturned by a court only for very limited reasons.  Any judgment may be entered in any court of competent jurisdiction.   If there is any inconsistency between any term of the LCIA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would.

Costs of Arbitration. 

Payment of all filing, administration and arbitrator costs and expenses will be governed by the LCIA Rules then in effect, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, then we will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding.  Fees and costs may be awarded as provided pursuant to applicable law.  The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

11.3         Confidentiality. 

The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing and the arbitrator’s decision, except (a) as necessary to prepare for and conduct the arbitration hearing on the merits; (b) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement; (c) the Company may disclose the arbitrator’s decision in confidential settlement negotiations; (d) each party may disclose as necessary to professional advisors that are subject to a strict duty of confidentiality; and (e) as applicable law otherwise requires. The parties, witnesses and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration, except as applicable so requires or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

11.4         CLASS ACTION AND JURY TRIAL WAIVER.

ARBITRATION IS A FORM OF PRIVATE DISPUTE RESOLUTION AND REPLACES THE RIGHT TO GO TO COURT. IN THE ABSENCE OF THIS ARBITRATION AGREEMENT, YOU MAY OTHERWISE HAVE A RIGHT OR OPPORTUNITY TO BRING CLAIMS IN A COURT, BEFORE A JUDGE OR JURY, AND/OR TO PARTICIPATE IN OR BE REPRESENTED IN A CASE FILED IN COURT BY OTHERS (INCLUDING, BUT NOT LIMITED TO, CLASS ACTIONS).  YOUR ACCEPTANCE OF THESE TERMS CONSTITUTES A WAIVER OF YOUR RIGHT TO LITIGATE CLAIMS AND ALL OPPORTUNITY TO BE HEARD BY A JUDGE OR JURY. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. THE ARBITRATOR MUST FOLLOW THESE TERMS AND CAN AWARD THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING ATTORNEY’S FEES).

YOU AND THE FOUNDATION AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND THE FOUNDATION AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOUR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

11.5         Severability of Arbitration Agreement.

If any term, clause or provision of the Arbitration Agreement contained in this section is held invalid or unenforceable, it will be so held to the minimum extent applicable and required by law, and all other terms, clauses and provisions of this Arbitration Agreement will remain valid and enforceable. Further, the waivers set forth in this Arbitration Agreement are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.

11.6         Future Changes to Arbitration Agreement.

Notwithstanding any provision in the Terms to the contrary, the Foundation agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending the Foundation written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use).

12. MISCELLANEOUS

12.1         Governing Law. These Terms, your use of the Website and Services, your rights and obligations, and all actions contemplated by, arising out of, or related to these Terms shall be governed by the laws of the Cayman Islands, as if these Terms were a contract wholly entered into and wholly performed within the Cayman Islands.  YOU AGREE THAT ALL TRANSACTIONS ACCORDING TO THE PROVISIONS OF THESE TERMS SHALL BE DEEMED TO HAVE OCCURRED IN THE CAYMAN ISLANDS AND BE SUBJECT TO THE LAWS OF CAYMAN ISLANDS WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.

12.2         Entire Agreement. These Terms constitute the entire agreement between you and us with respect to the subject matter hereof. These Terms supersede any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of the terms.

12.3         Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the Foundation for which monetary damages would not be an adequate remedy and the Foundation shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

12.4         Severability. You agree and understand that if any provision of these Terms, or application thereof, shall be determined to be invalid or unenforceable under any rule, law, or regulation or by any governmental judicial, legislative or administrative body, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law. You further agree and understand that the validity of or enforceability of any other provision of these Terms unaffected by such invalidity or unenforceability (or of such provision, to the extent its application is not invalid or unenforceable) shall remain in full force and effect.

12.5         Assignment.  These Terms and the licenses granted hereunder may be assigned by the Foundation but may not be assigned by you without the prior express written consent of the Foundation.

12.6         Waivers.  Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.  No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

12.7         Survival. All provisions of these Terms which by their nature extend beyond the expiration or termination of these Terms, including, without limitation, sections pertaining to suspension or termination, debts owed, general use of the Platform, disputes with us, and general provisions, shall survive the termination or expiration of these Terms.

12.8         Notices. Any notices or other communications provided by the Foundation under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

13. Contact

If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at: notices@xai.games