Terms of Service

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UPDATED AND EFFECTIVE AS OF [18 MAY, 2023]
Welcome to the Social Wallet website https://www.xamble.tech (“Site”) and/or Social Wallet mobile apps (App”) (collectively, the “"Platform") owned and operated by Xamble Technologies Sdn Bhd (“Xamble Tech”, “we”, “us”, “our”).  We provide a peer-to-peer web3 membership service that helps users discover and directly interact with each other and deal with NFTs available on public blockchains (“Dapps”). We do not have custody or control over the NFTs or blockchains you are interacting with.
PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY SO THAT YOU ARE AWARE OF YOUR RIGHTS AND OBLIGATIONS IN RESPECT OF THE ACCESS AND USE OF THE PLATFORM AND/OR SERVICES PROVIDED BY US.
BY ACCESSING THE PLATFORM, USING THE SERVICES AND/OR REGISTERING FOR AN ACCOUNT WITH US, YOU GIVE YOUR ACCEPTANCE OF AND CONSENT TO THESE TERMS, WHICH SHALL INCLUDE THOSE ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN AND/OR LINKED HERETO AND/OR IMPOSED BY US FROM TIME TO TIME. YOUR ACCEPTANCE OF THESE TERMS SHALL CONSTITUTE LEGALLY BINDING AGREEMENT BETWEEN XAMBLE TECH AND YOU AS THE USER. IF YOU DO NOT AGREE WITH THESE TERMS, IN WHOLE OR IN PART, PLEASE DISCONTINUE ACCESSING AND USING THE PLATFORM, ACCOUNT AND/OR SERVICES IMMEDIATELY.

1. INTRODUCTION

1.1 The “Services” we provide or make available include [(a) the Platform, and any features, software and tools provided or introduced from time to time on the Platform; including without limitation using the Platform to view and explore non-fungible token (“NFT(s)”) and to connect with others to purchase, sell or transfer NFTs on public blockchains, to access and keep track of all such other utilities (e.g. membership, promotion, voucher and others) that may be associated or attached to an NFT or your Account (defined below); and (b) all information, linked pages, features, data, text, images, graphics, video, messages, tags, content, programming, application services (including, without limitation, any mobile application services) or other materials made available on or through the Platform or its related services (“Content”). Any new features added to or augmenting the Services are also subjected to these Terms of Service. These Terms of Service shall bind all users who use the Platform and/or any Services provided by us such as our customers and/or consumers (“Users”, “User”, “you” or “your”).
1.2 We reserve the right to change, modify, suspend or discontinue all or any part of the Platform and/or the Services at any time or upon notice as required by local laws. We may release new features in a beta or trial version, which may not work correctly or in the same way the final version may work, and we shall not be held liable in such instances. We may also impose limits on certain features or restrict your access to parts of, or the entire, Platform and/or Services in our sole discretion and without notice and any liability to you. We may also update these terms of service to include terms relating to the new features. Your continued use of the new features shall constitute your acknowledgement, acceptance and agreement of these terms.

2. CAPACITY

2.1 Please do not use or access the Platform and/or our Services if you are under the age of eighteen (18) or the legal age for giving consent pursuant to the applicable laws in your jurisdiction(“Legal Age”). If you are below the Legal Age, you must get permission from a parent or legal guardian to open an Account and that parent or legal guardian must agree to these Terms of Service on your behalf.
2.2 If you are accessing the Platform and/or using our Services on behalf of a corporate body, you must ensure that you are duly authorised by the corporate body and have the full right and authority to access the Platform, open an Account and/or use our Platform or Services on behalf of the corporate body in accordance with these Terms of Service.

3. TERMS OF SERVICE

3.1 This Terms of Service comprises the terms set out here and such other policies referenced including but not limited to the Privacy Policy and such other policies as may be introduced by us from time to time.
3.2 We have provided and published a privacy policy on the Platform which sets out our commitments in data protection and our privacy policy in detail. Please read the privacy policy carefully to understand how we collect and use the information associated with your account and/or your use of the services. By using the services or providing information on the platform, you consent to our collection, use, disclosure, storage, transfer and/or processing of your content and data (including personal data) as described in the privacy policy.
3.3 WE MAY AMEND, MODIFY OR UPDATE THESE TERMS OF SERVICE FROM TIME TO TIME. ANY CHANGE WE MADE TO THESE TERMS OF SERVICE WILL BE PUBLISHED ON THE PLATFORM AND, WHERE APPROPRIATE, NOTIFIED TO YOU BY EMAIL OR VIA THE COMMUNICATION CHANNEL MADE AVAILABLE ON THE PLATFORM, WHEREUPON YOUR CONTINUED ACCESS TO THE PLATFORM, ACCOUNT THEREAFTER AND/OR USE OF ANY OF THE SERVICES SHALL CONSTITUTE YOUR ACKNOWLEDGMENT, ACCEPTANCE AND AGREEMENT OF THE CHANGE WE MADE TO THESE TERMS OF SERVICE. PLEASE CHECK BACK FREQUENTLY TO SEE ANY UPDATES OR CHANGES TO THESE TERMS OF SERVICE.
3.4 We may at any time or from time to time sub-contract and/or appoint our subsidiaries, affiliates, related entities and/or any third party service provider(s) to operate the Platform and/or provide the Services and/or part thereof on our behalf at our absolute discretion. We shall have the rights to delegate, transfer, assign or novate, in whole or in part, our rights, benefits or obligations to our subsidiaries, affiliates, related entities or appointed third party service provider(s) without your consent and/or without notice to you.

4. USER ACCOUNT

Registration of Account
4.1 In order to access and enjoy full functions and features of the Platform and/or our Services, you are required to create and register for an account with us (“Account”) by providing your details, including but not limited to your name, email address and a password and accepting this Terms of Service. You hereby acknowledge and agree that we may conduct checks on you including but not limited to checking with any sanctions list.
4.2 In registering with us, you agree to provide or that such information provided to us are accurate, current and complete information about yourself, and to update that information if it changes; if you don't, we have the right to suspend, freeze or cancel the use of Account by you. If we rely on the contents of your application and accept you as the Platform’s User, you irrevocably agree that you shall indemnify and keep us indemnified and hold us harmless for any expense, loss or damage that we may suffer arising from any inaccurate or false statement or misrepresentation of facts submitted by us to you.
Security of Account
4.3 To safeguard the security of the Platform and your Account, you agree to: 
(a) Keep your password and/or security code confidential and use only your Account, password and/or security code when logging in;
(b) You will take appropriate steps to logout of your Account at the end of each visit; 
(c) Immediately notify us of any unauthorised use of your Account, password and/or security code;
(d) Ensure that your Account information is accurate and up-to-date;
(e) Use your Account only in accordance with the Terms of Service published (and updated from time to time) by us through online; and
(f) Not use your Account in a manner or for any purposes which may detriment and jeopardize Xamble Tech’s operation, interest, reputation or goodwill.  
4.4 You are fully responsible for all activities and transactions that occur under your Account even if such activities or transactions were not committed by you as we are unable and not obliged to investigate the authenticity of user’s identity or authority of such person effecting an activity or transaction. We shall not be liable for any direct or indirect loss or damage arising from unauthorised use or access of your Account or your failure to comply with these Terms of Service.
4.5 For enhancement and improvement purposes, we may from time to time conduct software evaluation to assess the performance level of the Platform and/or Services. You hereby irrevocably grant to and authorise us to conduct periodical review on your Account, including but not limited to assessing the activities and/or transactions carried out by you on the Platform or via your Account.
Identity Verification
4.6 We may from time to time require verification of your identity to confirm your ownership of your Account. This verification process is required for purposes including but not limited to: (i) fulfilling our obligations to the relevant authorities to combat against suspicious or unlawful activities, anti-money laundering activities and the funding of terrorism; (ii) enabling us to take action when unauthorised usage of accounts has been detected; and (iii) resolving any disputes relating to the ownership of an account.
4.7 You hereby irrevocably authorise us, whether acting on our own or through our third party service providers, to make any inquiries and to collect any documentation that we consider necessary to verify your identity. As part of this verification process, we shall request, and you shall provide to us, information about yourself that is true, accurate, current and complete, and which can be verified through documentation that is legally recognized and accepted in the location in which such documentation is issued.

5. SOCIAL WALLET

5.1 Upon the registration of an account, a wallet will be created and associated to your account (“Social Wallet”) to, among others, enable you to store the NFTs and its utilities [purchased/acquired] via the Platform. A private key will also be created alongside with such registration of Account. The private keys necessary to decrypt the Social Wallet are maintained as a shared function between Xamble Tech and you and will be stored with us in the Social Wallet. Xamble Tech do not have the ability to access the private keys without your participation and has no obligation to provide these private keys to you.  
5.2 You hereby acknowledge that Social Wallet is a shared custody wallet for holding supported NFTs and utilities created on the Platform. You shall be in control of the NFTs held in the Social Wallet. When storing your NFTs in Social Wallet, Xamble Tech does not maintain control over the NFTs stored in your Social Wallet but will hold the private keys on behalf and as authorised by you upon creating an Account with us.

6. FEATURES OF THE ACCOUNT & SOCIAL WALLET

6.1 The credentials of your Account can be used to access and log in to Dapps supported and/or powered by the Platform. You acknowledge that you will be subject to a fee charged by us for each transaction made on the Dapps. Please refer to Clause 7 below for the fee charges.
Purchase of NFTs via the Platform
6.2 All sale and purchase of the NFTs on the Platform will be made in fiat currency (“Fiat Currency Transaction”). Unless otherwise noted, all currency references are in Ringgit Malaysia. You may make purchases of NFTs by linking a valid payment method to your Social Wallet and you authorise us to debit funds using your selected payment method(s) to complete your purchase. For the avoidance of doubt, Xamble Tech will only deduct the exact amount following the price of the purchase and the Social Wallet does not offer feature such as storing fiat currency.
6.3 All transactions carried out through the Platform are directed and initiated by you and is in no way, controlled by Xamble Tech. When you purchase a NFT, you agree to pay for the price (whether listed in cryptocurrency or otherwise) for such NFT as displayed on the page, including any required gas fees and all applicable taxes (which may include sales, services, value added tax and/ or other taxes (by whatever name called)) imposed by the local authorities from time to time (if not already included in the price of the NFT) and such other applicable fee indicated (“Total Fee”).
6.4 We merely act as a facilitator to assist you in the conversion of the Fiat Currency Transaction into the form of cryptocurrency supported by the Platform (“Supported Cryptocurrency”) for making payment to the Creator/Seller, whether on the Platform or on any Dapps, by maintaining and facilitating transactions between you and the Creator/Seller. Xamble Tech reserves the right to vary the Supported Cryptocurrency available to you from time to time. As the NFTs are subject to terms directly between buyers and sellers with respect to the use of the NFT content and benefits associated (“Purchase Terms”) and we are not a party to such agreement between you and the Creator/Seller, we shall not be held liable for any disputes arising out of the Purchase Terms. You shall ensure that you are aware and have read all terms and conditions published by the Creator/Seller before making the purchase.
6.5 You hereby acknowledge that we have no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or receive from, or sell or transfer to, any third party. We are not responsible for ensuring that the Creator/Seller or any third party buyer/seller you transact with whether on the Platform or on any Dapps will complete the transaction or is authorised to do so. If you experience a problem with any goods or services purchased from, or sold to, any third party whether on the Platform or on any Dapps, or if you have a dispute with such third party, you should resolve the dispute directly with that third party. If you believe that the Creator/Seller has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with such Creator/Seller, you may notify us at: help@xamble.com so that we may consider what action to take, if any.
6.6 You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or if your payment method has insufficient funds, you authorise us, in our sole discretion, either to cancel the transaction or to debit your other payment methods, in any amount necessary to complete the transaction.
6.7 In relation to your selected payment mechanism, you represent and warrant to be an authorised holder of the selected and eligible Credit / Debit card, online banking, selected electronic wallet (e-wallet) or other payment method as may be accepted by us from time to time (“Payment Method”).
Utility NFTs
6.8 Creator/Seller on the Platform can release NFTs which comes with certain utilities prescribed by the Creator/Seller (“Utility NFT(s)”). Subject to the terms and conditions of the Creator/Seller, upon purchasing of the Utility NFT(s) from the Creator/Seller, you may be eligible to such utilities. The Utility NFTs collected, purchased or redeemed by you will be stored in the Social Wallet.
6.9 Such utilities might include but is not limited to:
(a) Redemption of benefits or rewards attached to the Utility NFT(s) purchased;
(b) Digital access card or tickets in the form of bar codes or QR code which grants the User access to tangible goods, services and entry to events organised by the Creator/Seller;
(c) Participate in rewards programme where by the User by achieving goals or progress set by the Creator/Seller, can redeem corresponding benefits as determined by the Creator/Seller; and
(d) Eligibility to purchase exclusive merchandise released by the Creator/Seller.
6.10 You hereby acknowledge that terms and conditions attached to such rewards or benefit programme are published and created solely by the Creator/Seller. In the event any issue regarding or arise out of the redemption of the benefit / reward, shall be raise to the Creator/Seller and to be settled between you and the Creator. We shall not be held liable for any failure of redemption of the said benefits / rewards.
6.11 Upon creation of your Account, you will have access to your own user profile which is public and made available to all Users (“User Profile”).
6.12 On the User Profile tab, Users are able to view your NFTs collection, upcoming events which you are attending or events attended and all existing or used vouchers.
6.13 Creators on the Platform may issue memberships in accordance with their terms and conditions (“Memberships”). The status of the Memberships is ranked by platinum, bronze, silver or gold (“Membership Tier”). You shall be awarded with the relevant Membership depending on the Creator’s terms and conditions. You by achieving the Membership Tier may be awarded the relevant benefits as determined by the Creator from time to time. You acknowledged that the Memberships and any benefits, entitlements or rewards associated with such Memberships are awarded by the Creator in its sole discretion according to the Creator’s terms and conditions. In the event any issue regarding or arise out of the Memberships, shall be raise to the Creator/Seller and to be settled between you and the Creator. We shall in our best endeavours facilitates the dispute between you and the Creator(s), but this shall not be deemed that we accept any fault or liability on our end. We shall not be held liable for any default arising out of the Memberships

7. FEES AND TAXES

7.1 By using the Services, you agree to pay all applicable fees. Bank fees, credit card and debit card fees charged for any purchases may be netted out of the settlement amount of your purchases from third party payment service partners. You are responsible for paying any additional fees charged by your financial service provider. Unless otherwise informed in writing, we do not charge Users for accessing and browsing of the Platform.
7.2 Crypto-less Transaction Fee. You by accessing and connecting to the Dapps, and subsequently utilize Social Wallet to purchase, sell or send any NFTs on such Dapps, will be subject to a Crypto-less Transaction Fee of RM2.50 for each transaction performed. You authorise us to automatically deduct such Crypto-less Transaction Fee directly from your Social Wallet or any payments to be made to you via the Platform.
7.3 It is your responsibility to determine whether, and to what extent, any taxes apply to any transaction via the Platform, and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities.

8. RESTRICTED USE OF XAMBLE TECH’S INTELLECTUAL PROPERTY AND CONTENT

8.1 We grant you a limited, non-assignable, non-sublicensable, non-transferrable and non- exclusive right and licence to access and use the Services provided by us to you via the Platform, provided that you comply with these Terms of Service. Any third-party Intellectual Property linked to or referenced from the Services, are licensed to you by the third parties that own the third-party Intellectual Property. You shall not, directly or indirectly, modify the features or functionality of, copy or create derivative works using all or any portion of, analyse or remove components from, decompile, or otherwise reverse engineer or attempt to reverse engineer or derive source code, techniques, algorithms or processes from the software or permit or encourage any third-party to do so.
8.2 All proprietary Content, trademarks, service marks, brand names, logos, copyrighted information and other intellectual properties (“Intellectual Property”) displayed on the Platform are the exclusive property of Xamble Tech and where applicable, third party proprietors such as Creators/Sellers. No right or licence is granted directly or indirectly to any party accessing the Platform to use or reproduce any Intellectual Property (unless stipulated otherwise under the Purchase Terms), and no party accessing the Platform shall claim any right, title or interest therein. By using or accessing the Services you agree to comply with the copyrights, trademarks, applicable intellectual property related legislations and all other applicable laws that protect the Services, the Platform and its Content. You agree not to copy, distribute, republish, transmit, publicly display, publicly perform, modify, adapt, rent, sell, or create derivative works of any portion of the Services, the Platform or its Content. You also may not mirror or frame any part or whole of the contents of the Platform on any other server or as part of any other website. In addition, you agree that you will not use any robot, spider or any other automatic device or manual process to monitor or copy our Content, without our prior written consent (such consent is deemed given for standard search engine technology employed by Internet search websites to direct Internet users to this website).
8.3.
Third Party Links
Third party links may be provided throughout the Platform either by us or the Creator/Seller. These links are provided as a courtesy only, and the sites they link to are not under our control in any manner whatsoever and you therefore access them at your own risk. We are in no manner responsible for the contents of any such linked site or any link contained within a linked site, including any changes or updates to such sites. These links are provided merely as a convenience, and the inclusion of any link does not in any way imply or express affiliation, endorsement or sponsorship by us of any linked site and/or any of its content therein.
8.4 Each contributor to the Services of data, text, images, sounds, video, software and other Content is solely responsible for the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with their Content contribution. As such, we are not responsible to, and shall not, regularly monitor or check for the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with any contribution of Content. You shall not hold us responsible for any other User's actions or inactions, including, without limitation, things they post or otherwise make available via the Services.

9. USER’S CONTENTS AND UNDERTAKINGS (AS APPLICABLE)

9.1 You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This means that you, and not Xamble Tech, are entirely responsible for all Content that you uploaded, posted, emailed, transmitted or otherwise made available through or on the Platform. 
9.2 You acknowledge that we shall have the right (but not the obligation) in our sole discretion to pre-screen, refuse, delete, remove or move any Content, including without limitation any Content or information posted by you, that is available on the Platform. Without limiting the foregoing, we shall have the right to remove any Content:
(a) That violates these Terms of Service;
(b) If we receive a complaint from another User;
(c) if we receive a notice of intellectual property infringement or other legal instruction for removal; or
(d) if such Content is otherwise objectionable.
9.3 We may also block delivery of a communication (including, without limitation, postings and/ or reviews) to or from the Services as part of our effort to protect the Services and/or our Users, or otherwise enforce the provisions of these Terms of Service. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including, without limitation, any reliance on the accuracy, completeness or usefulness of such Content. In this regard, you acknowledge that you have not and, to the fullest extent permitted by applicable law, may not rely on any Content made available by us or submitted to us.
9.4 You acknowledge that by accessing or using the Platform, you may be exposed to Content that you may consider to be offensive, indecent or objectionable. To the fullest extent permitted by applicable law, under no circumstances shall we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of, or reliance on, any Content posted, emailed, transmitted or otherwise made available on the Platform.
9.5 You acknowledge, consent to and agree that we may access, preserve and disclose your Account information and Content if required to do so by law or pursuant to an order of a court or by any governmental or regulatory authority having jurisdiction over us or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Service; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Xamble Tech, its Users and/or the public.
9.6 You shall not (unless applicable laws or regulations prohibit these restrictions or you have ours or the relevant third party’s written permission to do so), and agree and undertake to Xamble Tech not to:
(a) Upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, alarming, distressing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
(b) Use the Services to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
(c) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
(d) remove or alter any proprietary notices from the Platform;
(e) cause, permit or authorise the modification, creation of derivative works, or translation of the Services without our express permission;
(f) use the Services for the benefit of any third party or any manner not permitted by the licenses granted herein or for fraudulent or illegal purposes;
(g) use the Services in a dishonest or fraudulent way to obtain any advantage, benefit or secret profit from any third party.
(h) take any action that may undermine or manipulate the feedback or ratings systems;
(i) duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or to defeat or overcome any encryption technology orsecurity measures implemented by us with respect to the Services and/or data transmitted, processed or stored by us;
(j) use cheat, automation software (bots), hacks, modifications or any other unauthorized third-party software designed to established Account, perform any transaction on the Services or modify or make use of the Services in any way;
(k) harvest or collect any information about or regarding other Account holders, including, without limitation, any personal data or business information;
(l) make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(m) upload, email, post, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
(n) upload, email, post, transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other unauthorised form of solicitation;
(o) introduce any software viruses, worms, Trojan-horses or any other computer code, routines, files or programs designed to directly or indirectly interfere with, manipulate, interrupt, destroy or limit the functionality or integrity into our system;
(p) interfere with, manipulate or disrupt the Services or servers or networks connected to the Services or any other User's use and enjoyment of the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform;
(q) take any action or engage in any conduct that could directly or indirectly damage, disable, overburden, or impair the Services or the servers or networks connected to the Services;
(r) use the Services to violate the privacy of others or to "stalk" or otherwise harass another;
(s) infringe the rights of Xamble Tech, including any intellectual property rights and any passing off of the same thereof;
(t) use the Services to mine, collect or store personal data about other Users in connection with the prohibited conduct and activities set forth above.
9.7 By all necessary rights and/or permissions to grant the relevant licences to us. You further acknowledge and agree that you are solely responsible for anything you post or otherwise make available on or through the Services, including, without limitation, the accuracy, reliability, nature, rights clearance, compliance with laws and legal restrictions associated with any Content contribution. You hereby grant to us and our successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display, and publicly perform such Content contribution on, through or in connection with the Services in any media formats and through any media channels, including, without limitation, for promoting and redistributing part of the Services (and its derivative works) without need of attribution and you agree to unconditionally waive any moral rights (and any similar rights in any part of the world) in that respect. You understand that your contribution may be transmitted over various networks and changed to conform and adapt to technical requirements.
9.8 Any material, information or idea you provided to us by any means (each, a "Submission"), is not considered confidential by us and may be disseminated or used by us without compensation or liability to you for any purpose whatsoever, including, but not limited to, developing and marketing purposes. By making a Submission to us, you acknowledge and agree that we and/or other third parties may independently develop software, applications, interfaces, goods and modifications and enhancements of the same which are identical or similar in function, code or other characteristics to the ideas set out in your Submission. Accordingly, you hereby grant to us and our successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub- licensable and transferable license to develop the goods identified above, and to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display, and publicly perform any Submission on, through or in connection with the Services in any media formats and through any media channels, including, without limitation, for promoting and redistributing part of the Services (and its derivative works). This provision does not apply to personal information that is subject to our Privacy Policy except to the extent that you make such personal information publicly available on or through the Services.
9.9 You shall indemnify, defend and hold harmless Xamble Tech and its subsidiaries, affiliates, related entities, directors, officers, agents, representatives, co-branders and employees from all actions, claims and demands which may be instituted or made against you arising from your use of third party’s intellectual property rights or violation of any applicable intellectual property laws.

10. DISCLAIMERS, EXCLUSIONS AND FORCE MAJEURE

Disclaimers
10.1 THE PLATFORM AND/OR SERVICES ARE PROVIDED ON "AS IS" AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY US OF ANY KIND EITHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, CUSTOM OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DO NOT WARRANT THAT THE PLATFORM AND/OR SERVICES OR THE FUNCTIONS CONTAINED THEREIN WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT THE PLATFORM AND/OR THE SERVER THAT MAKES THE SAME AVAILABLE ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS.
10.2 WHILE WE ENDEAVOUR TO ENSURE THAT THE PLATFORM AND/OR SERVICES ARE SECURED, YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF THE ACCESS, USE OR PERFORMANCE OF THE PLATFORM AND/OR THE SERVICES SHALL REMAIN WITH YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Exclusions and Force Majeure
10.3 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), OR OTHER CAUSE OF ACTION AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE, FOR:  
(A)
  • (i) LOSS OF USE; (II) LOSS OF PROFITS; (III) LOSS OF REVENUES; (IV) LOSS OF DATA; (V) LOSS OF GOODWILL; OR (VI) FAILURE TO REALISE ANTICIPATED SAVINGS, IN EACH CASE WHETHER DIRECT OR INDIRECT; AND
    • (B) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE PLATFORM OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING THEREFROM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  
    10.4 WE SHALL NOT BE LIABLE FOR ANY DELAY OR FAILURE TO PERFORM THE SERVICES, WHERE THE CAUSE OF SUCH DELAY OR FAILURE IS BEYOND OUR REASONABLE CONTROL. SUCH CAUSES MAY INCLUDE BUT NOT LIMITED TO AN ACT OF GOD, RIOT, CIVIL COMMOTION, STRIKE (WHETHER OR NOT INVOLVING EMPLOYEES OF XAMBLE TECH), LOCKOUT OR OTHER LABOUR DISTURBANCE, FIRE, WAR, ACTS OF FOREIGN ENEMIES, POWER OUTAGE, PANDEMICS, EPIDEMICS, NETWORK CONGESTION, TELECOMMUNICATIONS FAILURE, ELECTRICAL POWER FAILURES, OR ANY FAULT, INTERRUPTION, DISRUPTION OR MALFUNCTION OF EQUIPMENT, TOOLS, UTILITIES, COMMUNICATIONS, COMPUTER (SOFTWARE AND HARDWARE) SERVICES OR NETWORKS, GOVERNMENT ORDER OR CHANGE IN ANY LAW OR REGULATION WHICH RENDERS THE PERFORMANCE IMPRACTICAL.
    10.5 IF WE CONSIDER A FORCE MAJEURE EVENT TO BE OF SUCH SEVERITY OR TO BE CONTINUING FOR SUCH PERIOD OF TIME THAT WE ARE UNABLE TO PERFORM ANY OF OUR OBLIGATIONS, WE SHALL HAVE THE ABSOLUTE DISCRETION TO DECIDE ON SUCH ALTERNATIVE ARRANGEMENT(S), INCLUDING BUT NOT LIMITED TO TERMINATING THIS TERMS OF SERVICE AND/ OR ANY SPECIFIC CONTRACT OR TRANSACTION AND WITHOUT LIABILITY TO YOU OTHER THAN A REFUND OF PAYMENTS FOR SERVICES MADE BY YOU FOR WHICH IS NOT PERFORMED OR UNABLE TO BE PERFORMED.
    10.6 THE INFORMATION AND STATISTICS PROVIDED IN THE PLATFORM IS FOR GENERAL INFORMATIONAL PURPOSES ONLY. ALL INFORMATION ON THE PLATFORM IS PROVIDED IN GOOD FAITH, HOWEVER WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, ADEQUACY, VALIDITY, RELIABILITY, AVAILABILITY, OR COMPLETENESS OF ANY INFORMATION ON THE PLATFORM. UNDER NO CIRCUMSTANCES SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE PLATFORM OR RELIANCE ON ANY INFORMATION PROVIDED ON THE PLATFORM. YOUR USE OF THE PLATFORM AND YOUR RELIANCE ON ANY INFORMATION ON THE PLATFORM IS SOLELY AT YOUR OWN RISK.
    10.7 YOU ACKNOWLEDGE, ACCEPT AND AGREE THAT ALL DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN THESE TERMS OF SERVICE REPRESENT A FAIR AND REASONABLE ALLOCATION OF RISKS AND BENEFITS OF THE AGREEMENT BETWEEN US AND YOU, TAKING ALL RELEVANT FACTORS INTO CONSIDERATION, INCLUDING WITHOUT LIMITATION THE VALUE OF THE CONSIDERATION PROVIDED BY YOU TO US AND THE AVAILABILITY AND COSTS OF INSURANCE WITH RESPECT TO THE STATED RISKS. YOU FURTHER AGREE THAT THESE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SHALL BE ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

    11. VIOLATION OF TERMS OF SERVICE

    11.1 Any violation of these Terms of Service may result in a range of actions, including, without limitation, any or all of the following:
    (a)
    Limits placed on Account privileges;
    (b) Account suspension and subsequent termination; and/or  
    (c) Civil actions, including without limitation a claim for damages, specific performance and/or interim or injunctive relief.  
    (d) civil actions, including without limitation a claim for damages, specific performance and/or interim or injunctive relief.  
    11.2 If you believe a User on our Platform is violating these Terms of Service, please contact us via email at help@xamble.com or through the communication channel(s) made available on the Platform.

    12. SUSPENSION AND TERMINATION; ACCOUNT DEACTIVATION AND CLOSURE

    Suspension and Termination
    12.2 You agree that we may in our sole discretion, with or without notice, and without any liability to you or any third party, suspend or terminate your Account, remove or discard from the Platform any Content associated with your Account, suspend, disable or delete any promotions, offers, deals, utility, privileges or any benefits associated with your Account, temporarily disable your access to any or all of the Services and/ or features on the Platform and/or take any other actions that we deem necessary. Typical reasons for such actions may include, but not limited to:
    (a)
    the Account has been inactive for a consecutive period of thirty six (36) months;
    (b) having multiple user accounts or allowing unauthorised persons to access and use the Account;  
    (c) in our opinion, there is dishonesty, suspected fraud, illegality, criminality or misrepresentation in the conduct of your Account or your use of the Platform and/or Services;  
    (d) you are in breach or we have reasonable grounds to believe that you have breached any of these Terms of Service and/or any applicable terms and conditions as may be provided by us from time to time, or have engaged in any conduct prejudicial to Xamble Tech or in our opinion, your acts are prejudicial to Xamble Tech’s interest;  
    (e) you are in breach of any acts, statutes, laws, by-laws, rules, regulations, guidelines and/or policies imposed by any authority, regulatory body or government agency;  
    (f) you have acted in bad faith or with malicious intent, or that we have reasonable grounds to believe that your behaviour is harmful, of defamatory nature or abusive to other Users, third parties and/or Xamble Tech;  
    (g) your name is listed under any regulatory watchlist (including but not limited to listing related to terrorism and terrorism financing) under the applicable laws governing anti- money laundering, anti-terrorism financing and/ or corruption and/or such other local, foreign or international laws and regulations of similar nature;  
    (h) if we are required to do so pursuant to an order of a court or by any governmental or regulatory authority having the relevant jurisdiction;  
    (i) you have submitted false documents or have declared false information during your registration with or application to us; and/or  
    (j) you fail to provide any additional information which we may request from you from time to time for verification purposes.  
    Use of the Platform, Services and/or an Account for suspicious, fraudulent, illegal, harassing, defamatory, threatening or abusive purposes may be referred by us to the relevant law enforcement authorities without notice to you. 
    12.2 If we suspend your Account, our Services and/ or any specific features to you pursuant to Clause 12.1 above, we shall have the right to commence investigation into such event and shall have the absolute right to disable your utilisation of any or all Services and/or hold back any and all refund or money or benefit due to you (as the case may be) until and unless clearance has been obtained from the relevant authorities and/or the satisfactory completion of any investigation.
    12.3 In the event your access and/or utilisation of the Platform and/or Services is suspended, ceased or terminated by us due to suspicious, fraudulent, illegal or unlawful transactions including but not limited to breaches of any law or any rules, regulations, policies and/or guidelines made thereunder), you will not be able to continue to utilise any or all Services and shall not be entitled to obtain any money or refund or benefit whatsoever. It shall be lawful for us to retain for an indefinite period, or deal at its own discretion with, or release to the relevant authorities, any money or refund or benefit in accordance with applicable legislations, rules, regulation and/or guidelines. You shall not be entitled to claim any form of compensation for any loss arising therefrom.
    Consequences of Account Termination
    12.4 Upon termination of the Account due to any reason whatsoever, your Account associated with the Social Wallet shall no longer be accessible by you. [Xamble Tech may disable, invalidate or otherwise render inoperable your Social Wallet and remove any of utility, privileges or benefits associated with your ownership of the NFTs.]
    12.5 Any provision of these Terms of Service which expressly or by implication is intended to continue to remain effective and binding on the User after the termination of Account and/or the termination of Services, such as provisions concerning the User’s warranties, undertakings and indemnifications to us, shall survive such termination.

    13. USER’S REPRESENTATIONS AND WARRANTIES

    13.1 By accessing the Platform, use of the Services and/or registering an Account with us, you irrevocably represent and warrant to us that:
    (a)
    you possess the legal capacity (and in the case of a minor, valid parent or legal guardian’s consent), right and ability to accept and enter into these Terms of Service and to comply with all the terms and conditions contained herein;
    (b) if you are representing and acting on behalf a corporate body, you possess the full authority, capacity, right and ability to accept and enter into these Terms of Service on behalf of the corporate body and to comply with all the terms and conditions contained herein;  
    (c) any and all information and documentations you provided or submitted to Xamble Tech for whatsoever purposes are and will remain true and not fake, accurate, not misleading, complete and up-to-date;  
    (d) you will access and use the Platform and/or Services for lawful purposes only and in accordance with these Terms of Service and all applicable laws, rules, regulations, codes, directives, guidelines and policies in force from time to time; and  
    (e) if so required, you will make yourself available to, and to render full cooperation and assistance to Xamble Tech and/or the relevant authorities concerning any pending and future contentious matters, audits or investigations (including investigations commenced pursuant to Clause 12 above) arising out of or in connection with your Account or use of the Platform and/or Services in order to ensure that such  

    14. INDEMNITY & LIMITATION OF LIABILITY

    14.1 if so required, you will make yourself available to, and to render full cooperation and assistance to Xamble Tech and/or the relevant authorities concerning any pending and future contentious matters, audits or investigations (including investigations commenced pursuant to Clause 12 above) arising out of or in connection with your Account or use of the Platform and/or Services in order to ensure that such
    14.2 In no event shall we be liable for loss of profit or goodwill, loss of data, loss of production or revenue or any type of special indirect or consequential loss whatsoever (including loss or damage suffered by the Customer as a result of an action brought by a third party) even if we had been advised of the possibility of incurring the same.
    14.3 Notwithstanding any other provisions of these Terms of Service, our maximum cumulative liability to you or to any other party for all losses, arising out of or relating to your use of our Platform and/ or our Services, shall not exceed [RM5,000.00] or its equivalent in your jurisdiction or the sum that you have paid to us under such individual contract or transaction, whichever is lower.

    15. ASSUMPTION OF RISKS

    15.1 You acknowledge and agree that there are risks associated with purchasing and holding NFTs and using blockchain technology. These include, but are not limited to, risk of losing access to your NFTs due to loss of a PIN, wallet keys, two-factor authentication devices, or log-in information, custodial error or purchaser error, smart contract error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, and volatility risks. The prices of collectibleblockchain assets are extremely volatile and subjective and collectible blockchain assets have no inherent or intrinsic value. You acknowledge that you have obtained sufficient information to make an informed decision to purchase an NFT, including carefully reviewing the code of the smart contract and the Purchase Terms of the NFT and fully understand and accept the functions of the same. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Platform, and therefore the potential utility or value of your NFTs. Any purchase or sale you make, accept or facilitate outside of the Platform of an NFT will be entirely at your risk. Any use of a wallet will be entirely at your own risk. Except as may otherwise be provided in these Terms of Service, we do not control or endorse purchases or sales of NFTs outside of the Platform. You are solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the Services. Except for income taxes levied on us (if applicable), you: (a) will be solely responsible for reporting any tax obligations when, if ever, such obligations arise as a result of your use of the Services or in relation to a NFT; (b) will pay or reimburse Company for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and other taxes as may be required, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (c) will not be entitled to deduct the amount of any such taxes, duties or assessments from payments (including blockchain gas fees) made to us pursuant to these Terms of Service. Neither these Terms of Service nor any other communication from Company constitutes tax advice, and users are solely responsible for determining what, if any, taxes apply to their interaction with Company NFTs and the Services. We expressly deny and disclaim any liability to you and deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions, in NFTs outside of the NFT Platform.

    16. SECURITY BREACH

    16.1 If you suspect that your Account or any of your details have been compromised, or in any event you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or Xamble Tech (collectively a "Security Breach"), you shall notify us immediately at help@xamble.com and provide accurate and up to date information throughout the duration of the Security Breach.
    16.2 You hereby agree to take all steps reasonably require by us from time to time to reduce or manage any Security Breach.
    16.3 We do not guarantee on any reimbursement for any losses suffered or be liable to you for any losses suffered as a result of the Security Breach.

    17. COMMUNICATIONS

    17.1 All and any notices, demands, requests or other communications to be given or made under these Terms of Service shall be in writing, and shall be sufficiently given or made to the other party by serving such notice at or sending such notice by hand, registered post, facsimile, electronic mail or text messaging to the contact details as notified by one party to the other from time to time or via the communication channel made available on the Platform.
    17.2 Notice shall be deemed given:
    (a)
    in the case of hand delivery, upon the receipt of written acknowledgment signed by the recipient;
    (b)
    in the case of registered post, five (5) business days after posting; and
    (c)
    in case of facsimile, email, text messaging, or the communication channel(s) available on the Platform, on the day of transmission provided that the sender has not received a failed or undeliverable message from host provider of the recipient within the day of transmission or a read receipt is sent to and received by the sender.
    17.3 Not with standing Clauses 17.1. and 17.2 above, you acknowledge that you may from time to time communicate with us verbally through phone conversation to facilitate your request or the resolution of any issue or problem faced by you. If any significant subject matter has been agreed between us and you verbally via a phone conversation, our customer service team may thereafter put the same into writing and such notice will be sent to you via email for record.

    18. GOVERNING LAW AND JURISDICTION

    18.1 These Terms of Service shall be governed by and construed in accordance with the laws of Malaysia without regard to the conflict or choice of law principles.
    18.2 Any dispute, legal action or proceeding arising out of or in connection with these Terms of Service shall be submitted to the jurisdiction of the courts in Malaysia, unless Xamble Tech in its own discretion chooses to submit the same for settlement via arbitration in your jurisdiction or otherwise.

    19. GENERAL PROVISIONS

    19.1 If any provision of these Terms of Service shall be deemed invalid, unlawful, void or for any reason unenforceable under the law of any jurisdiction, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction. In such case, you acknowledge that we may introduce and come out with a substitute provision which is valid and enforceable and achieves to the greatest extent possible the economic, legal and commercial objectives of such illegal, void, invalid, prohibited or unenforceable term, condition, covenant or undertaking and you hereby agree to accept and be bound by such substitute provision.
    19.2 You are not allowed to assign, transfer or sublicense any rights and benefits granted to you hereunder. We shall be entitled to transfer or assign any of its rights or obligations under these Terms of Service to a present or future affiliate or pursuant to a merger, consolidation, reorganisation or sale of all or substantially all of the assets or business, or by operation of law, without notice to you.
    19.3 Nothing in these Terms of Service shall constitute a partnership, joint venture or principal-agent relationship between you and us, nor does it authorise you to make any representations or incur any costs or liabilities on our behalf
    19.4 Our failure to exercise or delay in exercising of any claim, remedy, right, power or privilege under these Terms of Service shall not be operated and deemed as a waiver thereof, or any single or partial exercise of any claim, remedy, right, power or privilege shall not preclude any other or further exercise thereof or the exercise of any other claim, remedy, right, power or privilege by us. Our rights and remedies provided in these Terms of Service are cumulative and not exclusive of any rights or remedies otherwise provided by law.
    19.5 These Terms of Service are solely for your and our benefit and are not for the benefit of any other person or entity, except for our affiliates and subsidiaries (and each of our affiliates' and subsidiaries' respective successors and assigns).
    19.6 The terms and conditions set forth in these Terms of Service and any additional terms and conditions or policies included or referred to in these Terms of Service constitute the entire agreement and understandings between you and us with respect to the Platform, Account and/or Services.
    19.7 XAMBLE TECH RESERVES ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN.