General

These terms and conditions of use ("Terms") are entered into between Yesports Limited (BVI Company No. 2078379) ("Yesports", "we" or "us") and you ("you" or "User").

Yesports is the operator of this website ("website") app, platform and related services made available under the Yesports name including the marketplace available on the platform (together, the "Platform").

In these Terms, the User means (as applicable) a person using any part of the Platform in any capacity, including a person using the Platform as a buyer, seller or a person browsing the Platform.

We do not provide any investment, financial, legal, regulatory, accounting, tax or similar professional advice on the Platform. Blockchain, cryptocurrency, tokens, trading Non-Fungible Tokens and related transactions involve a high degree of risk and there is always the possibility of loss, including the loss of digital currency, NFTs and assets. Yesports is not responsible for any costs, taxes, losses or damages a User incurs as a result of or in connection with buying, selling and trading NFTs on this Platform.

Users acknowledge that buying, selling and trading NFTs is significantly risky and is unregulated by any central or government authority. Users warrant that they understand the risks associated with access to or use of this Platform and any goods, services or products offered or made available or used in connection with this Platform.

Use of Platform

For the purpose of these Terms, "NFT" means Non-Fungible Tokens and/or related digital creations and/or digital assets (including all materials associated with those Non-Fungible Tokens and/or related digital creations and/or digital assets).

The Platform may provide the ability for Users to sell NFTs ("Seller") and Users to buy NFTs ("Buyer"). Users may be able to buy, sell, mint, auction and/or search for NFTs implemented on the Polygon and Ethereum blockchain using smart contracts.

A User's use of this Platform is subject to these Terms. These Terms constitute a binding legal agreement between the User and Yesports, and a User's use of the Platform constitutes their acceptance and acknowledgement of the Terms, our Privacy Policy, and any other policy displayed on the Platform, all of which constitutes the Terms.

A User does not need to connect their MetaMask, Coinbase, WalletConnect, Magic, Sequence or Paper Wallet ( " Blockchain Wallet") to the Platform to be bound by the Terms; any simple use, such as browsing NFTs or opening any part of the Platform, will constitute acceptance of these Terms. If you do not agree to the Terms, you must not use the Platform.

Yesports may amend or modify the Platform, the Terms and/or the Privacy Policy at our sole discretion and at any time. Yesports will make available any material updates to the Terms on this website.

A User may only access and use this Platform if you are at least 18 years old and have the legal capacity to enter into a binding contract. By using the Platform and/or accepting any services made available on this Platform, you warrant that you are at least 18 years old and have the legal capacity to enter into a binding contract.

These Terms will prevail over any other terms or agreement between a User and Yesports, including any other terms proposed by a User.

Users acknowledge and agree that Yesports is not a party to any agreement entered into between different Users and Yesports does not have control over the conduct of Users of the Platform, including and in relation to the procurement or sale of illegally acquired NFTs on the Platform.

Registration

Users will need to connect their Blockchain Wallet to the Platform ("Registration") to buy, sell, trade and/or mint NFTs on the Platform.

Listing and Fees

Upon Registration, a User can list a NFT for sale or auction ("Listing") on the Platform.

When a Seller is creating a Listing, the Seller has discretion as to sale price or the starting auction price of the NFT. Yesports does not make any representations as to the value of the Listing and has no control over the price set by a User.

The Seller will incur the following fee payable to Yesports in relation to the sale of NFTs on the Platform:

• 0-10% “royalty fee” range for creators to determine
• 2% of the total sale price (in addition to royalty fee) of the NFT as a platform fee upon the successful purchase of the NFT (the "Service Fees").

The Service Fees may be amended at the sole and absolute discretion of Yesports at any time. Yesports will advise of any amendments to the Service Fees by posting the amended Services Fees on the website.

Yesports has the right at its discretion to deduct the Service Fees direct from the sale proceeds paid or payable by a Buyer for a Listing before the sale proceeds are transferred to or made available to the Seller. All Service Fees paid to or deducted by Yesports are non-refundable except at the sole discretion of Yesports.

Transfer of Ownership

Ownership of the NFT will remain with the Seller until the Buyer has paid the purchase price of the NFT in full. From the time the Buyer commits to a purchase of a Listing, the Seller must not do anything which seeks to create an encumbrance, lien, charge, or other security interest over the NFT.

Ownership of the NFT will be transferred from the Seller to the Buyer when the Buyer has paid the purchase price of the NFT in full and otherwise on the terms specified by the Seller, including terms as to the intellectual property rights (and any limitations on those rights) which may be transferred to the Buyer.

Transfer of ownership to the Buyer is effected when it appears in a Buyer's Blockchain Wallet. After a sale has occurred, the Seller will no longer be able to withdraw the NFT from their Blockchain Wallet.

By using the Platform, each Seller agrees that:

• they have the full and unqualified right and entitlement to sell the NFT described in the Listing and the right to transfer ownership of the NFT, free of encumbrances and third party interests, to the Buyer upon completion of the sale;
• they own the intellectual property rights associated with the NFT described in a Listing, or they have all rights necessary to use the intellectual property rights associated with any NFT included in a Listing, including the right to sell the NFT to third parties;
• they will not engage in any illegal activity, including the sale of stolen, fraudulent or counterfeit NFTs; and
• Yesports may at any time and for any reason remove a Listing from the Platform at its sole discretion.

All transactions involving the purchase and sale of a Listing are final.

Payment

Applicable to Buyers‍

• Buyers agree to pay the relevant purchase price for the Listing to the Seller.
• Buyers agree to ensure that their Blockchain Wallet contains sufficient funds before attempting to bid on or purchase a Listing.
• Buyers agree to use funds that are legitimately obtained and will not attempt to pay for a Listing through fraudulent or unlawful means.

Applicable to Sellers‍

• Upon payment of the purchase price of a Listing, the Seller acknowledges that Yesports will deduct the Service Fees before the net sales proceeds are transferred to the Seller's Blockchain Wallet.
• Sellers appoint Yesports as limited payment collection agent solely for the purpose of accepting the purchase price from the Buyer.
• Once the Seller receives payment from the Buyer, the Seller requirement to pay the Seller for the sale and purchase of the Listing will be satisfied. The Buyer's obligation to the Seller will be deemed to be completed.
• Sellers acknowledge that Yesports may refuse to process a payment if we believe that the funds are illegitimate, fraudulent, or being used for unlawful means (eg, money laundering).

User Conduct and Prohibited Use

When using any part of the Platform, Users must not directly or indirectly:

• employ any device, scheme or artifice to defraud or otherwise materially mislead Yesports or any User of the Platform, including by impersonating or assuming any false identity;
• engage in any act, practice or course of business that operates or would operate as fraud or deceit upon Yesports or any other User of the Platform;
• violate, breach or fail to comply with any applicable provision of these Terms or any other Privacy Policy or other contract governing the use of any Listings;
• collaborate with a competitor of Yesports to interfere with Listings on the Platform to obtain a competitive advantage;
• engage or attempt to engage in or assist any hack of or attack on the Platform or any User of the Platform, including but not limited to any "sybil attack", "DDoS attack", "griefing attack" or theft of NFTs or funds, or upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or any other similar malicious software or programs that may damage the operation of another's computer or property or interfere with any Listing;
• create, mint, buy, sell, list, promote or use any NFT that in any manner infringes or violates the copyright, trademark, patent, trade secret or other intellectual property or other proprietary rights of any person or entity, or upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property rights or laws (including copyright or trademark rights) or rights of privacy or publicity, unless the applicable User owns or controls the rights thereto or has received all necessary consent to do the same;
• commit any violation of applicable laws, rules or regulations;
• use the Listings in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise);
• defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of a User;
• publish, post, distribute or disseminate any profane, obscene, pornographic, indecent or unlawful content, pictures, topic, name, material or information;
• engage in or knowingly facilitate any "front-running", "wash trading", "pump and dump trading", "ramping", "cornering" or fraudulent, deceptive or manipulative trading activities.

Communication

Each User agrees that Yesports may send them promotional communication by email, including newsletters, special offers, surveys, updates, and any information that Yesports may consider will be of interest to the User.

Users also agree that Yesports may send communications by email or text message that pertain to the status of a purchase or sale of a Listing and other communication that pertain to their interaction with the Platform.

NFT Intellectual Property Rights

By using the Platform, including by creating, submitting, listing, posting, promoting or displaying content including NFTs and related materials, you grant us a worldwide, non-exclusive, sublicensable, royalty-free license to use, copy, modify, and display all such content, including but not limited to text, materials, images, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data, or otherwise, that you list, submit or post on or through the Platform for our current and future business purposes, including to operate, provide, promote, and improve the Platform. This includes any digital file, art, or other material linked to or associated with any NFTs that are displayed on the Platform.

For clarity, listing or posting User content on the Platform (including NFTs and related materials) does not transfer ownership to Yesports or any rights to Yesports other than on the terms of the licence specified above.

You represent and warrant that you have, or have obtained, all rights, licences, consents, permissions, power and/or authority necessary to grant the rights granted herein for any content that you create, submit, list, post, promote, or display on or through the Platform, including NFTs and related materials.

You represent and warrant that such content does not contain material subject to copyright, trademark, publicity rights or other intellectual property rights, unless you have necessary permission or are otherwise legally entitled to list or post the material and to grant to Yesports the licence described above, and that the content does not violate any laws.

Users agree to indemnify, defend and hold harmless the Released Parties (as defined below) from and against any and all loss, liability, damages, claims, proceedings, costs and expenses arising out of or in any way connected with any infringement of any third party intellectual property rights by the User or in connection with the warranties given in this section being false, misleading or incorrect in any respect.

The transfer of intellectual property rights to a Buyer under a transaction is determined by the terms of sale stipulated by the Seller in a smart contract. Yesports does not control the terms of smart contract between a Buyer and Seller in relation to a sale of a Listing. Buyers must ensure that they review and determine whether the licence granted under a smart contract in relation to a sale of a Listing is fit for their purpose and the Buyer accepts all risks associated with the intellectual property in a Listing purchased on the Platform.

Yesports Intellectual Property Rights

For clarity, references to content or intellectual property rights in this section do not apply to User content made available on the Platform, including NFTs listed by Users, the subject of which is governed by the preceding section.‍

Ownership

All of our content comprised in, on or relating to the Platform (including all intellectual property comprised in our content) is owned by Yesports, our related entities and/or our third-party licensors and is protected by copyright, trademarks, service marks, patents, design registrations, and/or other proprietary rights and laws.

As between you and Yesports and our licensors, Yesports or our licensors own and retain, solely and exclusively, all rights, title and interest in and to the Platform, and all the content that Yesports or our licensors create, including but not limited to any and all copyrights, trademark rights, trade secret rights, patent rights, database rights and other intellectual property and proprietary rights therein. All logos and trademarks, service marks, logos, and trade names displayed on or in connection with the Platform are the registered and unregistered trademarks and service marks of Yesports in Australia and/or other countries.

Your use of the Platform does not grant you any rights in or ownership over any of the Platform's content, and except for the limited licence we grant you under these Terms, your use of the Platform does not grant you any rights, licence or permission under any copyright, trademark or other intellectual property rights of Yesports, its related entities, Yesports's licensors and/or any third party. Yesports reserves all rights not expressly granted to you in these Terms.

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Limited Licence‍

Subject to these Terms, we grant you a limited, non-exclusive, revocable, non-sublicensable and non-transferable licence to access and use the Platform solely for its intended purpose of using the products made available on the Platform ("licence").

Such licence does not include the right to, and you must not under any circumstances, reproduce, distribute, adapt, modify, copy, translate, create derivative works from, publish, commercialise or download any content on, component of, or part of, the Platform or otherwise use any of the Platform content for any other purpose except with our express prior written permission. The licence granted under these Terms does not include the permission or right to use any data mining, robots, or similar data gathering or extraction methods. Any degree of commercial exploitation of the Platform content (including intellectual property rights therein) without express prior written permission from us is strictly prohibited and will constitute a breach of these Terms.

Our content used in or in connection with the Platform is proprietary to Yesports, its related entities and/or our licensors, and except for use strictly in accordance with the foregoing licence, any use, redistribution, sale, decompilation, production, reverse engineering, disassembly or translation of content, or reduction of content (including software) to human-readable form, is strictly prohibited and will constitute a breach of these Terms.

Any use of the Platform or content on the Platform other than as specifically authorised in these Terms is strictly prohibited and will terminate the licence granted herein. Such unauthorised use may also infringe or violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated in these Terms, nothing in these Terms will be construed as conferring any rights or licence to intellectual property rights, whether by estoppel, implication or otherwise. The licence is revocable at any time.

To the extent permitted by applicable law, the licence is provided on an "as is" basis. Yesports disclaims all warranties and conditions, express and implied, in relation to the licence, including (without limitation), warranties of merchantability, fitness for a particular purpose, non-infringement and title.

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Feedback‍

‍To the extent permitted by applicable law, Yesports owns any feedback, suggestions, ideas, or other information or materials (hereinafter collectively referred to as "Feedback") about Yesports or the Platform that Users provide or disclose through email, the Platform or in any other manner. Users hereby transfer all rights, ownership and interests in and to the Feedback and all related intellectual property rights to Yesports and waive any request for acknowledgment or compensation based on any Feedback or any modifications based on any Feedback, unless otherwise agreed by us in writing.

Assumption of Risk and Responsibility

You acknowledge that access to or use of this Platform and any goods, services or products offered or made available or used in connection with this Platform, including NFTs, is subject to significant risks, including without limitation the following risks:

• that your participation in buying, selling, browsing and trading NFTs is entirely your own responsibility / liability;
• the risk of loss, including the loss of all digital assets and the loss of NFTs;
• at any time, your access to your digital assets and NFTs may be suspended or terminated or there may be a delay in your access or use of your digital assets and NFTs which may result in the digital assets and NFTs diminishing in value or you being unable to complete a transaction;
• the price and liquidity of Listings are extremely volatile and may be subject to significant fluctuations. These fluctuations can lead to monetary loss;
• statutory and regulatory changes or actions governing blockchain, crypto assets, NFTs, speculative securities, etc are uncertain and may adversely affect a User's ability to buy, sell, trade and/or mint NFTs on the Platform. These changes may also adversely affect the value of Listings;
• a User may incur tax liability because of the sale or purchase of a Listing. Yesports is not responsible for assessing or paying any taxes which apply to a transaction on the Platform;
• mislabelled, counterfeit or NFTs susceptible to meta-data decay are all risks that accompany purchasing NFTs created by third-parties through a peer-to-peer transaction. Users represent and warrant that they have diligently and independently conducted research before bidding on or purchasing any Listing;
• Yesports does not control or perform any function that may be perceived as exercising control over the Polygon and Ethereum Blockchain. Yesports does not control any smart contracts and protocols that may be integral to a User's ability to complete transactions on the Polygon and Ethereum Blockchain. Transferring a NFT to the wrong address cannot and will not be rectified by Yesports and is governed by the 'Accidental Transfers' clause in these Terms;
• cyber-attacks which may lead to unauthorised access to a User's Blockchain Wallet, failure of software and hardware, fluctuations in internet speed and reliability, etc. Users accept and acknowledge that they solely bear this risk and Yesports will not be liable in any capacity for any disruption to the use of the Platform due to personal cyber-attacks, disruptions in a User's internet connection or loss or theft of passwords; and
• the value of your digital assets and NFTs used through the Platform may decrease or diminish at any time and for any reason.

Accordingly, by using this Platform you expressly agree that:

• you assume all risk in connection with your access and use of the Platform, your digital assets and NFTs; and
• you expressly waive and release Yesports and its officers, directors, shareholders, agents, employees, consultants, contractors, subsidiaries, related entities, advisors and partners (together, the "Released Parties") from any and all liability, claims, causes of action, or damages arising from or in any way related to your use of the Platform.

Disclaimer

To the maximum extent permitted by applicable law, Yesports excludes all warranties unless expressly stated in these Terms, including warranties of merchantability, fitness for a particular purpose, or non-infringement relating to any use of any part of the Platform or any goods, services or products offered or made available or used in connection with this Platform.

Users acknowledge that when they access or use the Platform, and use or receive any goods, services or products offered or made available or used in connection with this Platform (including NFTs), you do so entirely at your own risk and relying on your own enquiries and judgement.

To the extent that any applicable law restricts our right to exclude warranties under these Terms, these Terms must be read subject to those provisions and nothing in these Terms is intended to alter or restrict the operation of such provisions.

If those statutory provisions under applicable law apply, notwithstanding any other provision of these Terms, to the extent that Yesports is entitled to do so, we limit our liability pursuant to such provisions as follows: ‍

• the supply of the services again; or
• the payment of the cost of having the services supplied again.

Limit of Liability

Yesports's liability arising in connection with the access to or use of any part of the Platform or any goods, services or products offered or made available or used in connection with this Platform (including NFTs) is limited as follows:

• we exclude all liability for consequential, special, indirect or remote loss, including loss of opportunity or business;
• our total maximum liability arising in connection with these Terms, or the Platform, is capped at the total amount of any fees or commissions or margins received by us from you in relation to the particular matter;
• Yesports's liability is excluded to the extent that you contributed to the liability;
• Yesports's liability is excluded for anything you have been aware of for longer than six months and a User has not commenced formal legal proceedings. Users waive and release the Released Parties from any such liability or claim; and
• Yesports's liability is subject to Users taking reasonable action (or not acting unreasonably) to mitigate their loss.

Yesports provides the Platform on an "as is" and on an "as available" basis without any warranties as to continuous, uninterrupted or secure access to the Platform, that its servers are free of computer viruses, bugs or other harmful components, that defects will be corrected, or that Users will not have disruptions or other difficulties in using the Platform.

In the event that we terminate the Platform or a User's access to the Platform pursuant to these Terms, Users release the Released Parties from all liability, loss or claims suffered by you as result of or arising out of such termination.

Yesports is not responsible for any loss or damage caused, directly or indirectly, by any events, actions or omissions beyond our control.

Release and Indemnity

Users agree to release Yesports and the Released Parties from all loss, liability, damages, claims, proceedings, costs and expenses arising out of or in any way connected with:

• access to or use of the Platform;
• any goods, services or products offered or made available or used in connection with this Platform (including NFTs);
• a User’s breach of these Terms;
• a User's infringement of any intellectual property rights of any person, including infringement of intellectual property rights in NFTs listed on the Platform;
• NFTs (including the value of the NFTs or the loss of the NFTs) listed, traded or available on the Platform;
• any matter for which we have purported to disclaim liability for under these Terms;
• a User's use, misuse, or abuse of the Platform; and
• a User's breach or failure to observe any applicable law,

(together, the “Released Matters”).  

Users further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.

Users also agree to indemnify, defend and hold harmless the Released Parties from and against all loss, liability, damages, claims, proceedings, costs and expenses arising out of or in any way connected with any Released Matter.

Accidental Transfers

Users understand and agree that if a NFT or any proceeds of sale is deposited into an incorrect account address or incorrect Blockchain Wallet, Yesports does not have the ability and is under no obligation or duty to return such NFTs or sale proceeds to the User. Regardless of whether Yesports controls the destination address, this section will apply.

Users accept all risk associated with providing the correct account address and correct Blockchain Wallet.

Termination

We may permanently or temporarily terminate or suspend your access to the Platform without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.

Third Party Materials

The Platform may contain links to third party materials (including websites, NFTs and related materials) that are not owned or controlled by Yesports. We do not endorse or assume any responsibility for any such third party sites, information, materials, products, or services. If you access a third party website or service from the Platform on or through any third party website or service, Users do so at their own risk, and Users understand that these Terms do not apply to your use of such sites. Users expressly release the Released Parties from any and all liability arising from your use of any third party website, service, or content.

Additionally, User's dealings with or participation in promotions of advertisers found on the Platform, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. Users agree that Yesports is not be responsible for any loss or damage of any sort relating to a User's dealings with such advertisers.

Third Party Materials

You must not assign, sublicense, transfer or otherwise deal in any other way with any of your rights or obligations under these Terms. We may assign our rights under these Terms at our discretion.

These Terms are governed by the laws of the British Virgin Islands and each party submits to the exclusive jurisdiction of the courts of the British Virgin Islands and all courts of appeal from there.

Any waiver of any term on these Terms by us can only be done in express writing. Any failure on our part to enforce a term does not constitute a waiver and we reserve the right in relation to all breaches unless expressly stated otherwise.

The contents of these Terms constitute the entire agreement between you and us and supersede any prior negotiations, representations, understandings or arrangements made between you and us regarding the subject matter of this agreement or your access to or use of the Platform, whether made orally or in writing.

If a provision of these Terms is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

A provision of these Terms of Use which can and is intended to operate after its conclusion or termination will remain in full force and effect, including all indemnities, limitations on liability and releases.

Yesports will not be liable for any delay or failure to perform its obligations under these Terms if such delay is due to any circumstance beyond our reasonable control (including but not limited to epidemics, pandemics, Government sanctioned restrictions and orders and disruption or malfunction of the Internet or the world wide web or any other electronic network including the Polygon or Ethereum blockchain whether known or unknown at the time of entering into these Terms).

Users may not commence court proceedings relating to any dispute arising from, or in connection with, these Terms without first meeting with Yesports to seek (in good faith) to resolve that dispute (unless that party is seeking urgent interlocutory relief).