Ather Labs Inc. ("Ather Labs", "us", "we", or "our") is a company incorporated in the British Virgin Islands that offers a range of technology-based products and services (collectively known as the "Services"). These Terms of Service ("Terms") form a legally binding agreement between you (“you” or “Users") and Ather Labs, which governs your access to and use of these Services.

1. ACCEPTANCE OF TERMS

   1. BY USING THE SERVICES, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPTED THESE TERMS AND ANY APPLICABLE POLICIES, INCLUDING OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THE SERVICES. THESE TERMS APPLY TO ALL VISITORS, USERS, AND OTHERS WHO ACCESS OR USE THE SERVICES.

   2. TO ENTER INTO THE CONTRACT CREATED BY THESE TERMS, YOU MUST BE AN ADULT OF THE LEGAL AGE OF MAJORITY IN YOUR COUNTRY OF RESIDENCE. YOU ARE LEGALLY AND FINANCIALLY RESPONSIBLE FOR ALL ACTIONS USING OR ACCESSING OUR SOFTWARE, INCLUDING THE ACTIONS OF ANYONE YOU ALLOW TO ACCESS TO YOUR ACCOUNT. YOU AFFIRM THAT YOU HAVE REACHED THE LEGAL AGE OF MAJORITY, UNDERSTAND AND ACCEPT THESE TERMS (INCLUDING ITS DISPUTE RESOLUTION TERMS). IF YOU ARE UNDER THE LEGAL AGE OF MAJORITY, YOUR PARENT OR LEGAL GUARDIAN MUST CONSENT TO THESE TERMS.

2. PRIVACY POLICY

   Our Privacy Policy describes the methods we collect, use, store, and disclose your personal information, and is implicitly incorporated into these Terms. By consenting to these Terms, you correspondingly agree to the collection, use, storage, and disclosure of your information in accordance with our Privacy Policy

3. CHANGES TO TERMS

   Ather Labs reserves the right to revise and update these Terms at its sole discretion. Any modifications become effective immediately upon posting. Your continued usage of the Services subsequent to the posting of revised Terms constitutes your acceptance of and agreement to such changes. If you do not agree to any revised Terms, you may not access or use the Services. You are advised to review this page regularly to stay apprised of any modifications, as they are legally binding upon you.

4. ATHER LABS SERVICES

   1. Ather Account

   2. You may be required to create an account and provide certain information about yourself to use some features of the Services (“Ather Account"). Aside from creating an account directly with Ather Labs, you may also have the option to sign up and log in using third-party authentication services. When you sign up for a Ather Labs account using a third-party account, you are authorizing Ather Labs to access certain information from your third-party account, such as your name, email address, and profile picture. Ather Labs will only use this information to create and manage your Ather Labs account. Please note that each third-party account provider has its own privacy policy that governs how your information is collected and used. You should review the privacy policy of each third-party account provider before signing up for a Ather Labs account using their service.

   3. You are responsible for maintaining the confidentiality of your account password and for all activities that occur under your account, regardless of whether you create an account directly with Ather Labs or use a third-party service provider. You agree to notify Ather Labs immediately if you suspect any unauthorized use of your account or any other breach of security.

   4. Digital Assets

   5. The Services are architecturally designed utilizing unique coded smart contracts (each, a “Smart Contract”) to enable your acquisition of a varied assortment of Digital Assets, inclusive but not limited to non-fungible tokens (“NFTs”), in-game currencies, and other in-game content. Visualization and management of these Digital Assets can be achieved through the Services and, as relevant, via third-party services. Withdrawal of NFTs from the Account is possible only by the User and only to the User’s digital wallet.

   6. Fees and Payments

   7. In-App purchases: You can purchase in-game content through In-App Purchases, provided by, but not limited to, the Apple App Store or Google Play (“App Stores”). When conducting transactions through these App Stores, you are obligated to abide by their respective terms and conditions, which govern the purchase process, refunds, and security measures. You are urged to review their policies to fully comprehend your rights and responsibilities, particularly regarding refunds.

   8. Online platform purchases: The Services also include online platforms that enable you to purchase Digital Assets through payment solutions offered by Ather Labs and our associated payment partner. These platforms accommodate various payment methods, comprising cryptocurrencies and fiat currencies. Please be advised that all transactions made via these online platforms are final and non-refundable, unless required by law.

   9. By leveraging the Services to purchase Digital Assets, you confirm that you possess the legal right and capacity to undertake such transactions and commit to adhere to all applicable laws and regulations. Ather Labs retains the right to modify, suspend, or terminate any payment method at its absolute discretion and without prior notice or liability to you.

   10. Fee and taxes: Every transaction executed on the blockchain network necessitates the payment of a transaction fee, ("Gas Fee"). This Gas Fee provides the requisite funding for the operation of the computer network undergirding the decentralized blockchain system. It therefore follows that every individual transaction conducted will attract its corresponding Gas Fee. This means that you will need to pay a Gas Fee for each transaction that occurs.

   11. You are solely responsible for all taxes, duties, and assessments (excluding our net income taxes) arising from your use of the Services. You will pay or reimburse us for all applicable taxes and assessments, including value-added taxes and those imposed by international treaties, customs, and import/export taxes, without deducting any such amounts from payments to us, except for our income taxes as per these Terms.

5. PROHIBITED ACTIVITIES

   By accessing or using the Services, you hereby acknowledge and agree to utilize them solely for their intended purpose as defined and stipulated by us. Any use of the Services connected with commercial activities or abusive endeavors is strictly prohibited, unless such usage has been explicitly endorsed, officially offered, and sanctioned by us in writing (the "Prohibited Activities"). It is critical to emphasize that the list of activities presented herein is intended to serve as evidenced examples and should not be considered exhaustive or limitative, thereby not circumscribing the range of other disallowed actions:

   1. You are not permitted to access or use the Services, and the Smart Contract for any purpose aside from those purposes for which we provide the Services and the Smart Contract. The Services, and the Smart Contract may not be utilized in association with any commercial activities unless authorized by Ather Labs..

   2. You are not permitted to systematically retrieve data or other content from the Services, and the Smart Contract to create or compile, directly or indirectly, a collection, compilation, database, or directory without obtaining our consent.

   3. Unauthorized use of the Services and the Smart Contract, including the collection of usernames and/or email addresses of registered users by employing third-party software, creating user accounts by automated means such as using bots or concealing presences by imitating IP addresses, is prohibited.

   4. The Services and the Smart Contract should not be used as platforms to advertise and offer personal goods and services unrelated to Ather Labs.

   5. Circumventing, disabling, or otherwise meddling with security-related features of the Services and the Smart Contract, including actions that inhibit or confine copying of Content or enforcing restrictions on Service usage, is prohibited.

   6. Attempting to trick, defraud, or mislead us and other users to acquire sensitive account information, such as user passwords, is forbidden.

   7. Improper use of our support services or the submission of false reports is unacceptable.

   8. The use of automated means or AI to interfere with our assets, such as scripts used to send comments or messages, or usage of any data mining tools, robots, data extraction tools, or the like, is prohibited.

   9. Interference or causing disruption to Services, the Smart Contract, our network or services related to the product is not allowed..

   10. Impersonating another user or person, or using another user’s username is strictly forbidden.

   11. Selling or transferring your Ather Account is not permitted.

   12. Using information obtained from the Services or the Smart Contract to harass, abuse, or harm another individual is unacceptable.

   13. The Services and the Smart Contract should not be used as part of an effort to compete with us; usage of the Services, the Smart Contract, and any product-related items for commercial purposes is not allowed.

   14. Deciphering, decompiling, disassembling, or mechanically interfering with any of the software components or assets of the Services and the Smart Contract is prohibited.

   15. Any attempt to bypass measures designed to prevent or restrict access to the Services and the Smart Contract is strictly forbidden.

   16. Harassing, intimidating, or threatening our employees or agents involved in providing any portion of the Services, and the Smart Contract directly to you is unacceptable.

   17. Deleting logos or marks representing copyright or other proprietary rights from our product is not allowed.

   18. Copying and utilizing our frontend codes, inclusive of but not limited to Flash, PHP, HTML, JavaScript, or others is prohibited.

   19. Uploading or transmitting viruses, Trojan horses, or similar actions, including excessive use of capital letters and spamming (continuous posting of repetitive text), that compromise the integrity of our product’s original works are prohibited. Modifying, impairing, disrupting, altering, or causing interference with the intended original uses, operations, or acts of maintenance of the Services or the Smart Contract is not allowed.

6. MISCELLANEOUS TERMS

   1. Disclaimers of warranties

   2. The Services are provided “as is” and “as available,” without any express or implied warranties. Ather Labs disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and title.

   3. Ather Labs does not warrant that the Services will be uninterrupted, secure, error-free, or free from viruses or other harmful components, nor that defects will be corrected. Ather Labs makes no representations or warranties about the accuracy, reliability, or completeness of any content on the Services.

   4. Although Ather Labs updates this website regularly with information and documents believed to be accurate at the time of posting, Ather Labs cannot guarantee the accuracy, completeness, timeliness, or currency of the information or documents. Further, information and documents posted on this website may become out-of-date or inaccurate due to the passage of time, the occurrence of events, or changes in circumstances. Ather Labs disclaims any liability for any failure to update this website or any information or document contained thereon as well as any failure to remove any out-of-date or inaccurate information or documents.

   5. All information, representations, links, or other messages may be changed by Ather Labs at any time without prior notice or explanation to the user. In particular, Ather Labs is not obliged to remove any outdated information from its website or to expressly mark it as being outdated.

   6. Limitations of liability

   7. Nothing in these Terms will prejudice the statutory rights that you may have as a consumer of the Services. Some countries, states, provinces or other jurisdictions do not allow the exclusion of certain warranties or the limitation of liability as stated in this section, so the below terms may not fully apply to you. Instead, in such jurisdictions, the exclusions and limitations below shall apply only to the extent permitted by the laws of such jurisdictions.

   8. Should the Services include links to external sites and resources furnished by third parties, such links are solely provided for your convenience. We exert no control over the content of these aforementioned sites or resources, and consequently, bear no liability for them or for any potential harm or loss that may result from your utilization of them.

   9. To the fullest extent permitted by law, Ather Labs, our affiliates, officers, directors, employees, agents, licensors, and service providers will not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including loss of profits or data, or any other damages resulting from or related to your use or inability to use the Services, any content on the Services, or any services obtained through the Services, even if Ather Labs has been advised of the possibility of such damages.

   10. Assumption of risks

   11. Certain aspects of the Services utilize blockchain technologies, you acknowledge and accept all risks associated with blockchain technologies and Internet-based currencies. You understand that blockchain is inherently volatile due to factors such as market dynamics, regulatory changes, and technological advancements, and that transaction costs may increase unpredictably. You also recognize the risks of hardware, software, and Internet vulnerabilities, including the potential for unauthorized access to your digital wallet. Furthermore, you are aware that the regulatory environment is uncertain and subject to change, which may materially affect the Services. You agree that Ather Labs shall not be held liable for any losses arising from these risks, and you assume full responsibility for your use of the Services.

   12. External sites

   13. The Services may allow you to establish connections with other websites, services, or resources on the Internet, which are provided for your convenience only. It should be noted that any interactions with such third-party services are undertaken entirely at your own risk. We have no control over these third-party websites, services, or resources, and as such, we are not responsible or liable for their content, functionality, accuracy, legality, appropriateness or any other aspects. The provision of links to these third-party resources should be construed as an endorsement on our part or an indication of any affiliation with the operators of these third-party services. We must emphasize that we will not accept responsibility or liability, whether direct or indirect, for any damage or loss claimed or alleged to have been caused by or in connection with your use of or reliance on any content, goods, or services available on or through any such third-party websites, services, or resources.

   14. Indemnification

   15. You hereby agree to indemnify, defend, and hold harmless Ather Labs, including our affiliates, officers, directors, employees, agents, licensors, and service providers, from all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (inclusive of reasonable attorneys' fees) resulting from or in connection with your violation of these Terms and/or your use of the Services. This indemnification extends to any use of the Services' content, services, and products that is not explicitly authorized in these terms, or any information obtained from the Services.

7. INTELLECTUAL PROPERTY

   1. You acknowledge and agree that Ather Labs retains all legal rights, title and interest in and to all other aspects of the Services, including all intellectual property rights therein (encompassing, without limitation, all artwork, designs, names, copyrights, trademarks, patents, systems, methods, information, computer code, software, services, “look and feel”, organization and compilation of the content, code, and data, among other elements of the Services (collectively referred to as the “Materials”)).

   2. Except as explicitly stated in these Terms, no other rights are granted to you in relation to the Materials. You acknowledge that the Materials are safeguarded by copyright, trade dress, patent, and trademark laws, international conventions, other applicable intellectual property and proprietary rights, and laws. All Materials are the copyrighted property of Ather Labs or its licensors, and all trademarks, service marks, and trade names associated with the Services or contained within the Digital Asset Materials are exclusive to Ather Labs or its licensors. To dispel any potential ambiguity, please note your understanding and agreement to the following:

   3. Your acquisition or purchase of a Digital Asset does not grant you any rights or licenses regarding the Digital Asset Materials (including but not limited to our copyrighted content such as associated art, design, or the Digital Asset name/trademark) outside of those explicitly outlined in these Terms.

   4. Except as otherwise stipulated in these Terms, you are not permitted to reproduce, distribute, or commercially exploit any elements of the Digital Asset Materials (including but not limited to any Art) without obtaining our prior written consent in each instance. Please note that we retain the right to withhold consent at our sole and absolute discretion.

   5. You are strictly prohibited from applying for, registering, using, or attempting to use any Ather Labs trademarks or service marks, or any confusingly similar marks, globally, without obtaining our prior written consent in each instance. We reserve the right to withhold consent at our sole and absolute discretion.

   6. The Services are intended for use only for personal, non-commercial purposes or legitimate business objectives compatible with your status as a current or potential client of Ather Labs. Save for as outlined hereunder, you are not permitted to copy, modify, produce derivative works from, publicly display or perform, republish, or transmit any substance acquired through the Services. Neither may you delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials taken from the Services. An exception to this rule applies if you comply with these Terms and wish to use, on other platforms and websites, an unmodified copy of sections of public content available on the website for the limited, non-commercial aim of discussing said content. The application of the Digital Asset name mandates our prior written approval. Aside from what is explicitly stated in these Terms, your use of the Services does not grant ownership or any rights concerning any code, content, data, or other Materials that you may access on or through the Services. We preserve all rights to the Materials that are not specifically granted to you in these Terms.

8. USER CONTRIBUTIONS

   1. The Services encompass a variety of forums, networks, and interactive features enabling you to post, submit, publish, display, or transmit content or materials ("User Contributions") to Ather Labs and other Users through the Services.

   2. All User Contributions must adhere to the following content standards: They must not be illicit, fraudulent, deceptive, obscene, threatening, defamatory, infringing upon privacy, violates intellectual property rights, or is otherwise harmful to third parties or objectionable. They must not comprise of, or contain, software viruses, commercial solicitations, chain letters, mass mailings, or any form of "spam".

   3. Any User Contribution posted will be deemed non-confidential and non-proprietary. You grant Ather Labs a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and publicly display such User Contributions globally in any media. Nevertheless, Ather Labs will only share personal information that you provide in accordance with Ather Labs's Privacy Policy.

   4. You assert and warrant that you hold or otherwise control all rights to the User Contributions that you post at the time of posting, that the User Contributions are accurate and not fraudulent or deceptive, and that the User Contributions don't violate these Terms or any third party rights (intellectual property rights or otherwise), and will not cause harm to any person or entity. You understand that your User Contributions may be copied by other Users and discussed throughout and outside the Services, and if you lack the rights to submit User Contributions for such use, it may result in your liability. Ather Labs accepts no responsibility and assumes no liability for any content posted by you or any third party.

   5. Ather Labs maintains the right, but not the obligation, to oversee, edit, or remove any User Contributions. Ather Labs also reserves the right to terminate your access to all or part of the Services for any or no reason, including but not limited to, any violation of these Terms. These rights may be exercised by Ather Labs at any time, without prior notice or liability to you or any third party.

9. TERMINATION

   1. You reserve the right to terminate your Ather Account at any time by ceasing usage and discontinuing access to the Services.

   2. You acknowledge and agree that we, at our sole discretion and without any obligation to provide a rationale, reserve the right to terminate these Terms, and to suspend and/or terminate your access to all or a part of the Services at any juncture, with or without cause, with or without notice, effective immediately. Such action may result in the forfeiture and destruction of all information associated with your Ather Account.

   3. All provisions of these Terms, whose nature necessitates survival post-termination, shall persist beyond termination, including but not limited to provisions regarding disclaimers of warranties, limitations of liability, indemnification, assumption of risk, fees and payments, intellectual property, and dispute resolution. If we terminate these Terms or suspend or terminate your access to or use of the Service due to breach of these Terms or under suspicion of fraudulent, abusive, or illegal activity, such termination of these Terms will be in addition to any other legal or equitable remedies we may pursue.

10. GOVERNING LAW AND JURISDICTION

    1. The governing laws and interpretation of these Terms shall fall under the jurisdiction of the British Virgin Islands.

    2. Any dispute, claim, lawsuit, action, cause of action, demand, or proceeding, including but not limited to those concerning the legality, existence, or termination of these Terms, or any action or transaction carried out or contemplated by these Terms ("Disputes") that is not resolved between you and Ather Labs within a thirty-day duration commencing from the date when either party notifies the other formally about the Dispute, shall be subject to and conclusively determined by arbitration in Singapore, in accordance with the Singapore International Arbitration Centre's ("SIAC") prevailing rules at that time, which are incorporated into this Clause by reference. The arbitral tribunal shall comprise three arbitrators, with each party nominating one arbitrator, and the third arbitrator to be appointed according to the stipulations of the SIAC Rules. The arbitration proceedings shall be administered in the English language.

    3. The Convention on Contracts for the International Sale of Goods is not applicable to these Terms. Any law or regulation stating that the language of a contract shall be interpreted against the party responsible for drafting it shall also not apply to these Terms. This paragraph shall be interpreted as broadly as permissible by law.

11. DISPUTE RESOLUTION

    PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. Most issues can be resolved quickly by contacting Ather Labs customer support at [email protected]. But we understand that sometimes disputes can’t be easily resolved by customer support. This Section explains how You and Ather Labs agree to resolve those disputes, including (where applicable) by binding, individual arbitration. Arbitration is an alternative dispute-resolution procedure that allows us to resolve issues without the formality of going to court. Any dispute between You and Ather Labs is submitted to a neutral arbitrator (not a judge or jury) for fair and fast resolution. Arbitration is more efficient for both you and Ather Labs.

    1. Informal resolution:

    2. If you have an issue that our customer support can’t resolve, prior to starting arbitration You and Ather Labs agree to attempt to resolve the dispute informally to help get us to a resolution and control costs for both parties. You and Ather Labs agree to make a good-faith effort to negotiate any dispute between us for at least 30 days (“Informal Resolution”). Those informal negotiations will start on the day You or Ather Labs receive a written Notice of a Dispute in accordance with these Terms.

    3. You shall forward your Notice of Dispute to using address information we provided in the Communication section. Please ensure to include your full name, any pertinent account title you use, your current address, the preferred method of contact, a detailed description of the problem being disputed, and the action you wish Ather Labs to take. Conversely, in the circumstance where Ather Labs finds itself in a dispute with you, we will extend our Notice of Dispute to the email address registered on your account and any existing billing address you have furnished us with.

    4. Binding individual arbitration:

    5. THE ARBITRATION PROCEEDINGS IN THIS SECTION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY.

    6. You and Ather Labs agree that Disputes will be settled by binding individual arbitration conducted by the SIAC subject to its Rules.

    7. This means that You and Ather Labs agree to a dispute-resolution process where we submit any Dispute to a neutral arbitrator (not a judge or jury) that makes the final decision to resolve the Dispute. SIAC uses experienced professionals to arbitrate disputes, which helps You and Ather Labs resolve any disputes fairly, but more quickly and efficiently than going to court. The arbitrator may award the same remedies to you individually as a court could, but only to the extent required to satisfy your individual claim.

    8. The arbitrator’s decision is final, except for a limited review by courts under its Rules and can be enforced like any other court order or judgment.

    9. Disputes we agree to arbitrate:

    10. You and Ather Labs agree to submit all Disputes between You and Ather Labs to individual binding arbitration. “Dispute” means any dispute, claim, or controversy (except those specifically exempted below) between You and Ather Labs that relates to your use or attempted use of Ather Labs’s products or services and Ather Labs’s products and services generally, including without limitation the validity, enforceability, or scope of this Binding Individual Arbitration section.

    11. You and Ather Labs agree to arbitrate all disputes regardless of whether the dispute is based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory.

    12. The Informal Resolution and Arbitration sections do not apply to (1) the enforceability of the Class Action Waiver clause below; (2) pursuit of enforcement actions through a government agency if the law allows; (3) a complaint or remedy under the EU General Data Protection Regulation; (4) an action to compel or uphold any prior arbitration decision; (5) Ather Labs’s right to seek injunctive relief against You in a court of law to preserve the status quo while an arbitration proceeds; (6) claims of piracy, creation, distribution, or promotion of Cheats, and intellectual-property infringement.

    13. You and Ather Labs agree that whether a dispute is subject to arbitration under these Terms will be determined by the arbitrator rather than a court.

    14. Notice and filing:

    15. If a Dispute must be arbitrated, You or Ather Labs must start arbitration of the Dispute within two (2) years from when the Dispute first arose. If applicable law requires you to bring a claim for a Dispute sooner than two years after the Dispute first arose, you must start arbitration in that earlier time period. Ather Labs encourages you to tell us about a Dispute as soon as possible so we can work to resolve it. The failure to provide timely notice shall bar all claims.

12. OTHER PROVISIONS

    1. Severability

    2. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of these Terms will remain in full force and effect.

    3. No Waiver

    4. No waiver by Ather Labs of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Ather Labs to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

    5. Language

    6. To the maximum extent permissible under law, English shall be the governing language for these Terms. It is explicitly the mutual desire of all parties involved that these Terms and any associated documents be drafted in English. Any translations made available heretofore are solely for your convenience.

    7. Communications

    8. By utilizing the Services, you hereby grant your consent to receive communications from us through electronic channels (for instance, via email, Discord, or by means of notices posted on the Services). You accept that any notices, agreements, disclosures or additional communications that we transmit electronically will fulfill any legally mandated communication requirements, including, without limitation, that these communications be presented in writing.

13. GENERAL INFORMATION

    1. These Terms, together with any documents expressly referred to in them, constitute the entire agreement between you and Ather Labs with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Services.