Last Updated: February 2023
THESE TERMS OF SERVICE CONTAIN AN ARBITRATION PROVISION, SECTION 29, BELOW.
These “Terms of Service” (“Agreement” or “Terms”) are between RECUR Forever Inc., a corporation organized under the laws of the State of Delaware with offices at 1209 Orange Street, Wilmington, Delaware 19801 USA (“RECUR”) and the person accepting these Terms (“User” or “You”) (jointly referred to as “the parties”). It is effective on the date You “Accept” these Terms electronically, either by explicit consent or by virtue of use of the RECUR websites and content as described below.
In any circumstance in which a User purchases, acquires, or otherwise interacts with any NFTs minted for Playtika Santa Monica, LLC or any of its corporate affiliates or subsidiaries (“Playtika”), the User understands and accepts that such purchases, acquisitions, or interactions are governed by certain additional specific terms as detailed in Section 33 below. Where Section 33 applies, the terms in Section 33 supersede any other portion of these Terms to the extent that any inconsistencies or conflicts exist between the two.
A “Token,” also referred to as an NFT in these Terms, is a digital identifier, typically a long string of numbers, letters, and characters sometimes referred to as a “hash”, that enables the owner of the Token to view, hear, or otherwise access specific Content associated with that identifier. The Token has technical attributes that enable uniqueness, security, authenticity, ownership, tracking, access, and association with contract terms issued by RECUR (“Smart Contract”). A Token does not contain a copy of Content. A Token digitally directs to Content residing in a secure computer network.
To receive Services through a Site, User must create an account with RECUR. By creating an account, each User represents and warrants to RECUR the following: (a) User is an individual who is at least eighteen (18) years of age; (b) all information provided in connection with User’s account is correct and complete; (c) User shall update information in his or her account so that information is always correct and complete; (d) his or her transactions involving Tokens will always take place either on a RECUR Site or via a digital ledger where records of the transaction are public, such as blockchain; (e) User shall not provide his or her account credentials (logins, passwords, or other means of access or authentication) to third parties; (f) only User shall conduct activity through User’s account; (g) User shall notify RECUR immediately of any suspected breach of security or unauthorized use of the account; (h) User shall not conduct any activity at a Site, or in connection with the Tokens purchased from RECUR, that violates any applicable Law (defined below); (i) User shall not transfer or assign their account; (j) User is not located in a country that is subject to a U.S. Government comprehensive embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; (k) User is not listed on any sanctioned party list, including without limitation, the U.S., U.K., or E.U. lists of prohibited or restricted parties, including the U.S. Department of the Treasury’s Office of Foreign Assets Control’s (“OFAC”) Specially Designated Nationals and Blocked Parties List (“SDN List”), (collectively “Sanctioned Party”), is not owned 50 percent or more, directly or indirectly, in the aggregate by any Sanctioned Party, is not otherwise controlled by any Sanctions Party, and shall not resell, gift, or otherwise transfer a Token to any Sanctioned Party.
Transactions to purchase Tokens on RECUR are processed in US dollars (USD). After User completes the process for purchasing access to specific Content, RECUR will “mint” the Token. Minting means that RECUR generates the link in the Token, attaches the Smart Contract, associates that Token with User, and provides User with the minted Token. Regardless of the price paid for any Token, User acknowledges that neither RECUR nor Third-Party Licensors make any promise that a Token has any intrinsic value or specific value or will have any specific value or intrinsic value.
In accordance with all terms of this Agreement, when User has purchased a Token, RECUR grants User the right to: (a) view Content associated with the Token; (b) share the link associated with the Token to enable third parties to view the Content; (c) gift, resell, or otherwise transfer ownership of the Token to any third party lawfully entitled to acquire it so long as such transfer complies with the provisions of this Agreement and all applicable laws; and (d) use another third party public blockchain as a ledger for ownership of a particular Token so long as such transfer complies with the provisions of this Agreement and all applicable laws. The rights granted above are in perpetuity, except as otherwise provided in this Agreement, and are subject to all provisions of this Agreement. User’s rights are limited to those expressly granted, and no rights shall be implied. At the time of purchase of the Token, the Content resides on a Site. If User wishes that a different third party host the Content, User is responsible for ensuring that the terms of service of such new host meet the needs of User and comply with the terms of this Agreement. Upon transfer of the Token by User, RECUR has no further liability to User for hosting the Content that is identified by the Token. Persons who purchase from User Tokens minted by RECUR, including their downstream purchasers, are entitled to the rights set forth in this Section and are subject to all terms of this Agreement. Upon User’s transfer of title to a Token, all licenses granted to User with respect to such Token shall terminate and shall confer to the downstream purchaser.
The Content remains the sole and exclusive property of RECUR or Third-Party Licensors. These retained rights include intellectual property and intangible rights, such as trademark, character rights, copyright, neighboring rights, graphic design, industrial design, rights of personality, rights of publicity, and the digital file constituting a copy of the Content. The purchaser of a Token acquires no ownership of the Content with which that Token is associated. User shall not alter, seek to avoid, or interfere with the technology embodying or linking to the Smart Contract associated with a Token.
In most cases, the Token links to Content that contains the intellectual property rights of third parties who have licensed such Content to RECUR or who have engaged RECUR to mint and make NFTs available for sale through any of RECUR’s Sites (“Third-Party Licensors”). Other than the right to sell the Token, User may not make any commercial use of the Content associated with a Token. This prohibition is intended to be interpreted broadly. User may not use the Content to suggest any affiliation, sponsorship, approval, endorsement, or other relationship between User and the subject matter of the Content or the owner/Third-Party Licensor of the intellectual property rights in the Content. User shall not create any products, provide services, adopt as a social media handle, use as the name of a social media account, use as a trademark or trade name, or otherwise use or exploit any intellectual property associated with Content. User shall not display the Content in a context that may embarrass, or bring into disrepute, or enmesh in controversy, the Content or the owner of the intellectual property rights in the Content (by way of example, and without limitation, displaying the Content in connection with personal attacks, harassment, discrimination, pornography, cruelty, sex, guns, violence, alcohol, hate speech, or politics). Some Third-Party Licensors require, as a condition of User’s purchase of a Token that directs to a Third-Party Licensor’s Content, that User also accept such Third-Party Licensor’s terms of service, or license agreement, or other contract terms in addition to these Terms (“Licensor Terms”). Licensor Terms are set by the applicable Third-Party Licensor, are a contract between such Third-Party Licensor and User, and are enforceable by such Third-Party Licensor. With respect to Tokens purchased from RECUR that relate to Content, in the event of any conflict between these Terms and the applicable Licensor Terms, the provisions of the Licensor Terms shall control.
RECUR provides a platform for Buyers and Sellers to transact with each other. For transactions in which a Seller sells to a Buyer through our platform, if you are a Buyer, you acknowledge that you are buying items from a third party, not RECUR. NFTs exist only by virtue of the ownership record maintained in the associated blockchain. Any transfers or sales occur on the associated blockchain. RECUR cannot affect or otherwise control the transfer of title or right in any NFTs or underlying or associated content or items. Where required by law, RECUR will collect and remit sales/use tax to the appropriate jurisdiction.
Neither RECUR nor any other RECUR Party is responsible for determining the withholding, income, sales, use, value-added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (“Taxes”), that apply to your RECUR transactions. Other than applicable sales/use taxes that RECUR may be required to collect as a marketplace facilitator, you agree that you are solely responsible for determining what, if any, Taxes apply to your RECUR transactions and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities. Unless otherwise indicated on an applicable invoice, any amounts due in respect of a RECUR transaction are exclusive of sale, use, value added or similar Taxes (“Sales Taxes”) which shall be your responsibility. Any payments with respect to your RECUR transactions shall be made without deduction or withholding for any Taxes, except as required by applicable law, including any applicable sales/use taxes. If any applicable law requires the deduction or withholding of any Tax (a “Withholding Tax”) from any such payment then the sum payable by you shall be increased as necessary so that after such deduction or withholding has been made the amount received is equal to the sum that would have been received had no such deduction or withholding been made. Upon our request, you agree to promptly provide a properly executed Internal Revenue Service Form W-9 or applicable Internal Revenue Service W-8 and any other tax form that is reasonably required by us so to comply with our tax reporting obligations.
RECUR represents and warrants that it has the right to sell the Tokens offered through the Sites in accordance with all terms of this Agreement, and that the Tokens sold to User shall conform to their written descriptions. User has ten (10) days after purchase of a Token to review the Token and ensure compliance with its applicable description. If User determines that a Token fails to conform, it shall notify RECUR in writing promptly, but in no event after such ten-day time period, after which the sale of the Token is irrevocable. The User may contact RECUR support concerning their potentially nonconforming Token by submitting a request to the Help Center located on the RECUR website.
In the event of a nonconforming Token, RECUR shall repair or replace the Token with a conforming Token or, in RECUR’s sole discretion, refund the purchase price of the Token. The foregoing is the sole and exclusive remedy available to User in the event of his or her purchase of nonconforming Tokens. Otherwise, RECUR provides, and User accepts the Site and the Tokens “AS IS,” WITH NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. By way of example, RECUR does not represent or warrant that the Content will be accessible on sites not hosted by RECUR.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL RECUR BE LIABLE TO USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, BUSINESS INTERRUPTION LOSSES, OR LOSS OF DATA, RESULTING FROM THIS AGREEMENT, ACTIVITY AT THE SITES, OR ACTIONS BY THIRD PARTIES, REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING EXPRESS CONTRACT, IMPLIED CONTRACT, NEGLIGENCE, WARRANTY, OR MISREPRESENTATION, AND WHETHER OR NOT RECUR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DIRECT DAMAGES ARE LIMITED TO THE AMOUNT OF THE PURCHASE PRICE PAID BY USER TO RECUR FOR THE TOKEN THAT IS THE SUBJECT OF ANY USER CLAIM. As used in this section, “RECUR” includes RECUR and Third-Party Licensors as well as their officers, directors, members, employees, contractors, agents, affiliates, related business entities, successors, and assigns.
Integrity of the Sites. User shall not take any action to interfere with the operation of the Sites, attempt to copy the Sites’ underlying technology, upload other computer programs or files, or copy Content. User agrees not to use any automated software (including, but not limited to, crawlers, robots, bots, spiders, extractors, etc.) at the Sites except as expressly set forth below. User agrees not to circumvent, disable, or otherwise interfere with security-related features or digital rights management functions at the Sites or in connection with the Tokens; or hack, reverse engineer, or disable any technology at the Sites or relating to the Tokens.
Prohibited Conduct. User shall not take any action to interfere with the operation of the Sites, attempt to copy their underlying technology, upload other computer programs or files, or copy Content. User agrees not to circumvent, disable, or otherwise interfere with security-related features or digital rights management functions at the Sites or in connection with the Token; or hack, reverse engineer, or disable any technology at the Sites or relating to the Tokens. Notwithstanding certain limited uses of automated software, below, User shall not use automated software to: (a) install any software at the Sites, including malware and any other type of software identified in the software community or by RECUR as malicious, nefarious, harmful, or unauthorized; (b) alter the functionality at the Sites; (c) spam or otherwise send unsolicited messages; (d) engage in any attacks at the Sites, the Tokens, the NFTs, or any RECUR technology, including DDOS attacks; (f) take over the Sites or any function at the Sites; (g) circumvent any limitations, rules, requirements, and/or restrictions at the Sites (by way of example, transaction limits, account limits, geographic restrictions, age restrictions; (h) access, collect, disseminate, disclose, or use personal information of others; (i) interfere with the use of the Sites by Users; (I) interfere with accounts of Users; (j) harm Users, RECUR, or Third-Party Licensors and strategic partners; and/or (k) exercise any of the "limited authorized use of automated software" below in a manner that would violate any prohibition, above. To be clear, it is not possible to list all unauthorized uses of automated software or all prohibited conduct, and the aforementioned are merely representative examples of unauthorized uses or prohibited conduct and are intended as examples only and without limitation. Users shall use the Sites only with the highest standards of ethical conduct. In no case shall User copy, adapt, distribute, sell, or post images, video, or audio owned by third parties and licensed to RECUR in connection with NFTs.
Limited Authorized Use of Automated Software. Except as set forth in this paragraph below, User agrees not to use any software application that automates tasks intended to emulate lawful and authorized conduct at Sites owned or operated by RECUR (“Automated Software”). RECUR authorizes Users to use Automated Software for the following tasks already authorized by RECUR at the Sites: (a) create alerts for User; (b) access data that is published by RECUR at the Sites; (c) make purchases; (d) make listings; and (e) participate in gameplay. RECUR authorizes these limited uses solely at the URLs identified by RECUR with the notice “powered by RECUR” in the top right header of the web page and in the footer.
Changes to Prohibited Conduct and Authorized Conduct. RECUR may unilaterally amend the terms of this Section at any time and for any reason, and may do so by, for example, amending these Terms of Service, disabling the Automated Software, changing its application programming interface, and/or by posting restrictions and authorized uses at any of the URLs.
RECUR may use third parties for services relating to the technology used to receive, store, and transmit data (such as server operations, hosting, maintenance, support, upgrading, and repair). Servers relating to the functioning of the Site may occasionally be inaccessible due to repair, maintenance, upgrades, power sources, and other factors. Information transmitted by Users may be sent over an unsecured connection to an email service provider. If You have technical problems with any Site, with access to Token, or other issues regarding user experience, please contact RECUR at firstname.lastname@example.org.
RECUR may suspend or terminate User access to the Sites, Content, Tokens, and/or Services, in its sole discretion, in any of the following circumstances: (a) User’s violation of the provisions of this Agreement; (b) User’s involvement in any form of legal action against RECUR; (c) RECUR’s receipt of request to suspend or terminate User access by any law enforcement authority with jurisdiction over RECUR or User; (d) enactment of new or change in any existing laws or regulations applicable to RECUR that would cause RECUR to be in violation of such laws or regulations by continuing to allow User access; (e) termination of rights by RECUR Licensors that affects User rights previously granted; (f) receipt by RECUR of any legal process requiring RECUR to suspend or terminate User access; (g) any actual or alleged violation of law by User, including without limitation fraud and improper chargebacks; (h) at the request of a User, including in connection with a User’s request under applicable data privacy Laws to delete such User’s personal data; and (i) any other action that RECUR, in its sole discretion, determines is inconsistent with permissible use of the Sites, Content, Tokens, and/or Services, including potential fraud, access from non-supported countries, and account dormancy.
RECUR shall notify User in the event of such suspension/termination in the case that the User attempts to take action on their account (e.g., add a card, purchase an NFT), unless prohibited from doing so by law. RECUR may provide information regarding resumption of access to the extent that resumption of access may be permitted and unless prohibited from providing such information by law.
Where suspension or termination is permitted under this Agreement, RECUR may, in its sole discretion and as otherwise permitted by law: (a) temporarily suspend User’s account with a potential for resumption of access under such terms and conditions as RECUR, in its sole discretion, may set; (b) permanently terminate User’s account and, in RECUR’s sole discretion do any of the following: (i) allow return of any funds and/or Tokens to User, (ii) freeze or block any funds and/or tokens of User; (iii) seize and hold any funds and/or Tokens of User unless and until release of such funds and/or Tokens to User is required by law. Any Tokens or funds that RECUR does not or is unable to return to the User in conjunction with an account termination will be handled in accordance with Section 31 of this Agreement. In addition to the forgoing, should RECUR have reason to believe that User has obtained funds or Tokens from another RECUR User by fraud or other means that are impermissible by Law or under this Agreement, RECUR reserves the right to freeze such User account pending investigation by RECUR. If RECUR determines based on good faith investigation that the frozen funds or Tokens are legally the property of another RECUR User, RECUR retains the right, in its sole discretion, to return such funds or Tokens to the User who is rightfully entitled to the same.
In addition to the forgoing, RECUR reserves the right, in its sole discretion, to seize funds in User’s RECUR wallet and to claw back Tokens from User if RECUR in its sole discretion determines that User obtained such Tokens by fraud, including without limitation by utilizing stolen credit cards, or fails to pay for Tokens as required, such as by reason of having insufficient funds on a method of payment to support such purchase or by improperly charging back a prior payment. RECUR likewise reserves the right, in its sole discretion, to claw back a Token and return User funds used to purchase such Token when requested by a User.
User agrees the Tokens have no intrinsic value or specific value and that any damages against RECUR and/or Third-Party Licensors in the event of suspension or termination of access and related action to freeze, block, or seize funds by RECUR that is ultimately determined at arbitration or by a court with jurisdiction over RECUR to have been improper under this Agreement will be limited to the funds in User’s account at the time of the suspension or termination, the purchase price of the Token(s) that is the subject of such suspension/termination, or Two Hundred Dollars (U.S. $200.00), whichever is less. User also acknowledges that RECUR maintains a Stolen NFT Policy and that the Stolen NFT Policy is incorporated herein by reference."
User acknowledges that his or her account with RECUR and his or her access to the Content, Tokens, and Services is based upon the truth of the promises, statements, and representations made by User in accepting this Agreement. User is solely responsible for any costs, expenses, and damages directly or indirectly arising from breaches of this Agreement or third party assertions inconsistent with User promises, statements, representations, and warranties. This obligation survives termination of this Agreement. User agrees to use his or her best efforts to assist RECUR in the investigation and resolution of any third party claim or assertion inconsistent with User’s obligations under this Agreement, at no charge and promptly upon receipt of notice from RECUR of such claim or assertion.
RECUR may engage third parties (such as Circle Internet Financial, Inc.) (“Circle”) to provide Users with financial payment capabilities using both traditional and digital currencies (“Wallet Services”).
a. User may apply for their personal Wallet Services account with Circle through any of the Sites owned or managed by RECUR (“Wallet Services Account”) and must accept and comply with Circle’s terms of service, available here. User may, through User’s account on a Site, load traditional or digital currency to check a current balance at or withdraw traditional or digital currency from User’s Wallet Services Account. RECUR may share User’s Data with Circle or request User’s Data from Circle to enable User’s use of Wallet Services on a Site. All fees related to User’s use of Wallet Services and a Wallet Services Account, such as ACH transfer fees or credit card processing fees, are the responsibility of User.
b. All Wallet Services are provided by Circle, and all transactions involving Wallet Services are between User and Circle. User alone has control of and responsibility for transactions related to the Wallet Services. RECUR does not provide either Wallet Services or the Wallet Services Account. RECUR does not handle payment capabilities, including payment processing, the holding or withdrawal of traditional or digital currencies, refunds, or returns. RECUR charges a single, $25 fee per wire transfer associated with any withdrawal or refund. User’s bank or Circle may charge additional fees, which fees are solely the obligation of the User. RECUR makes no representations as to Circle’s fulfillment of services related to the Wallet Services Account, including completing purchases or sales on a Site using Wallet Services. RECUR has no liability to User for Wallet Services.
RECUR is not a bank. It is not a money services business, is not registered as such with the U.S. Department of the Treasury Financial Crimes Enforcement Network (“FinCEN”) or Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”), and is not registered as a money transmitter under any state law. NFTs hosted on a Site are not insured by the Federal Deposit Insurance Corporation of the United States.
RECUR may provide User with notices, including those regarding changes to this Agreement, by email using the information provided by User in its account, or by postings to the Site. Notice is deemed given upon the earlier of (a) actual receipt, (b) twenty-four (24) hours after an email is sent, or (c) ten (10) calendar days after a notice is posted to the Site. User stipulates to electronic communications as the sole method of notice and communications, including service of legal process. During the term of this Agreement it is possible that the purchase, sale, use, and transfer of ownership of Tokens may become subject to one or more laws not in effect as of the Effective Date, or a change in the ownership of intellectual property rights of Third-Party Licensors relevant to Tokens. Such new laws, if any, or change of ownership, may fundamentally alter the power of RECUR to grant the rights above or the exercise of such rights by User. In such case, RECUR shall update its terms of service and notify User electronically of any amendment to this Agreement.
You may contact RECUR at (RECUR may update its contact information in accordance with the terms for modification of this Agreement):
RECUR Forever Inc.
1209 Orange Street
Wilmington, Delaware 19801 USA
By providing Your mobile/cellular phone number to RECUR, whether at sign-up or when updating Your contact information, You agree to receive text (SMS) messages from RECUR. RECUR will send text messages related to authorization of access to Your account and to promotions related to the Site. Message frequency will vary. Consent to receive promotional text messages is not a condition of access to RECUR’s services. Your wireless carrier’s standard messaging rates apply to all text messages received and sent, including any downloading of content. All charges are billed by and payable to Your wireless carrier.
a. You represent that You are the owner or authorized user of the phone number You provide to RECUR and the wireless device You use to subscribe to RECUR’s services. You represent that the information You provide is accurate and complete. You represent that You are authorized to approve the applicable charges.
b. Data obtained from You in connection with this SMS service may include Your mobile phone number, Your carrier's name, and the date, time, and content of Your messages and other information that You may provide. We may use this information to contact You and to provide the services You request from us, and to otherwise operate, develop, and improve RECUR’s services. Your wireless carrier and other service providers may also collect data from Your SMS usage, and their practices are governed by their own policies. We may disclose information in compliance with legal process, investigations, or governmental request; to avoid liability, to protect our rights, the rights of our Users, or the intellectual property rights of Third-Party Licensors.
c. RECUR is not liable for any delays or failures in Your receipt of any messages, as delivery is subject to effective transmission from Your network operator and processing by Your mobile device. RECUR provides text message services on an AS IS, AS AVAILABLE basis. RECUR reserves the right to alter the terms applicable to text messages from time to time. RECUR may suspend or terminate the text message service if it believes You are in breach of the terms and conditions. The text message service is also subject to termination in the event Your wireless service terminates or lapses. RECUR may discontinue this service at any time.
Any claim under this Agreement must be brought within one (1) year of the purchase of the Token that is the subject of such claim. All other claims must be brought no later than two (2) years after on the date User knew or should have known about the facts giving rise to the claim.
This Agreement incorporates by reference all terms appearing at the links identified in this Agreement. The Agreement may be updated and modified by RECUR from time to time. Those modifications are incorporated as part of the Agreement. User will be notified of significant modifications when it accesses its account or the Site. If User does not accept the modifications to the Agreement, its sole remedy is to conclude its use of the Site. Provisions which, by their nature, are intended to survive termination shall continue, by way of example, exclusive remedy, shortened statute of limitation, indemnification, and limitation of liability for damages. As used in this Agreement, “Law” means applicable federal, state, and local statutes, regulations, ordinances, executive orders, and civil laws applicable to this Agreement and the conduct of each party.
Third parties have the option to offer Users an AMOE for certain drops, depending on preferences and applicable legal requirements. In situations in which such third parties offer Users an AMOE, Users will have the option to fill out an online submission for entry in lieu of purchasing certain items from drops. AMOE will be provided by a direct link to a submission form for each drop. Users who choose to participate via AMOE rather than via purchase of these items will have the same odds of receipt of particular NFTs as any other Users. Limit one AMOE per User while supplies last.
For information about AMOE submissions, please visit: https://support.recurforever.com/hc/en-us/community/topics/13013790910355.
RECUR or third-party partners reserve the right to limit or cap token prices on the platform in accordance with any obligations established by RECUR or third parties and in conjunction with any new drops. Users will be informed of these restrictions prior to a primary sale. Restrictions apply to listings on the RECUR platform.
The parties shall attempt to resolve any disputes through good faith business negotiations or facilitative mediation in Wilmington, Delaware. The parties may agree to participate electronically through a platform by which all parties and the mediator can be seen and heard (such as Zoom). All disputes or claims arising out of or relating to this Agreement (including the breach thereof) shall be settled by arbitration, to be conducted by a single arbitrator in Wilmington, Delaware and in accordance with the then effective commercial rules of the American Arbitration Association or JAMS or similar professional dispute resolution provider; provided that the arbitrator shall not have authority to issue injunctions against RECUR or Third-Party Licensors. The costs of the arbitration and the reasonable attorneys’ fees of the prevailing party shall be included in any award rendered by the arbitrator. Judgment upon the award may be entered in any court having jurisdiction thereof. Other legal proceedings, if any, shall be initiated and maintained only in the United States District Court for the District of Delaware. The parties expressly submit to the exclusive personal jurisdiction and venue of these courts and waive any objection on the grounds of personal jurisdiction, venue, or forum non conveniens. Any disputes relating to Content that is subject to License Terms shall be resolved pursuant to the terms and conditions of such License Terms and not this Section.
It shall not be a material breach of this Agreement, and neither party shall be liable to the other, if prevented from performing its duties or responsibilities under this Agreement by reason of any fire or other casualty, acts of God, earthquake, floods, explosions, interrupted power supply, sabotage, war, riots, acts of terrorism; inability to procure or a general shortage of labor, equipment, facilities, materials or supplies in the open market; strikes, court orders, laws, regulations, or orders of government or military authorities; pandemic; or any other cause not within the control of such party whose performance is delayed.
Users may request closure of their accounts at any time by contacting RECUR at email@example.com. If a User requests closure of an account but such User owns a Token custodied by RECUR, RECUR will attempt to notify the User of this fact and provide the User with a reasonable amount of time to transfer custody of the Token to another third-party ledger (or otherwise sell the Token) prior to closure of the account. If User declines to or does not take an action and the Token remains in the custody of RECUR, User acknowledges that RECUR may take steps to dispose of the Token in RECUR’s discretion, which may include but is not limited to “burning” (i.e., destroying) or selling the Token, with no recourse to User. If User requests closure of an account that contains funds owned by the User, RECUR will attempt to notify the User of this fact and return the funds to User. To the extent RECUR is unable to return the funds, RECUR may be required to escheat the balance to a state under the state’s unclaimed property laws, as applicable.
No waiver by RECUR shall be implied. A waiver must be in writing and signed by an officer of RECUR. If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties' intent set forth in such portion and only to the extent necessary to make it enforceable. The remaining provisions of this Agreement will remain in full force and effect. The Third-Party Licensors are third-party beneficiaries of this Agreement and shall have the right to directly enforce their rights in their applicable Content or other rights under this Agreement against You directly to the extent they may deem such enforcement necessary to protect their rights. Other than the Third-Party Licensors, this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than User. RECUR may assign, subcontract, delegate, and transfer its rights and obligations under this Agreement to a third party. User represents they have the legal power to enter into this Agreement. These Terms are binding upon the heirs, personal representatives, successors, and assigns of User.
AS NOTED ABOVE, THE TERMS CONTAINED IN THIS SECTION 33 APPLY IN ANY CIRCUMSTANCE IN WHICH A USER PURCHASES, ACQUIRES, OR OTHERWISE INTERACTS WITH ANY NFTS MINTED FOR PLAYTIKA. THE USER UNDERSTANDS AND ACCEPTS THAT SUCH PURCHASES, ACQUISITIONS, OR INTERACTIONS ARE GOVERNED BY THE ADDITIONAL SPECIFIC TERMS DETAILED IN THIS SECTION 33. WHERE THIS SECTION 33 APPLIES, THE TERMS IN THIS SECTION 33 SUPERSEDE ANY OTHER PORTION OF THESE TERMS TO THE EXTENT THAT ANY INCONSISTENCIES OR CONFLICTS EXIST BETWEEN THE TWO. As used in this Section 33 only, “Digital Asset” means an NFT or Token minted for or on behalf of Playtika.
33.1 Age Requirement for Users
User represents and warrants to RECUR that User is at least twenty-one (21) years of age.
33.2 Restriction on Purchase by Playtika Personnel and Contractors
If You are (a) a director, officer, employee, or agent of Playtika or (b) an independent contractor of Playtika involved in the development or offering of mobile games, NFTs, or any Web3 or blockchain-based projects, you are prohibited from purchasing, and will not purchase or otherwise acquire ownership of, any Digital Asset that is minted by, for, or on behalf of Playtika. By purchasing or acquiring a Playtika Digital Asset through any of our Sites, You represent and warrant that You are not a current director, officer, employee, agent, or such independent contractor of Playtika. If it is determined that you purchased or acquired a Playtika Digital Asset while being a current director, officer, employee, agent, or such independent contractor of Playtika, RECUR or Playtika may, in its sole discretion, claw back the Digital Asset or require you to transfer such Digital Asset to Playtika without refund, compensation, or any liability, which you will transfer (or allow such transfer) upon request or instruction.
33.3 Price Cap on Sale of Digital Assets
RECUR and its Third-Party Licensors reserve the right to limit or cap prices for Digital Assets on the platform. Playtika’s Digital Assets are offered only for consumer enjoyment and consumption, and they are not intended for investment purposes or to otherwise make a profit. Through the platform, Playtika imposes a cap on the amount for which the Digital Asset can be sold, as determined by Playtika in its sole discretion. You may not sell, offer for sale, market, or attempt to sell or transfer a Playtika Digital Asset on the platform for more than the amount programmed into the platform.
33.4 Transaction Fees Upon Resale of Digital Assets
SECTION 10 OF THIS AGREEMENT WILL NOT APPLY TO ANY PLAYTIKA DIGITAL ASSETS. RECUR will retain a two and one-half percent (2.5%) transaction fee from the Gross Sales Price of each sale (except for initial sale) of an NFT originally minted by RECUR for Playtika, or a reduced transaction fee as may be applicable from time to time. Seller shall be solely responsible for payment of all Fees. RECUR’s transaction fee and Seller’s obligation to bear Fees shall be automatically coded into and executed by the Smart Contract associated with the Digital Asset at the time of original purchase by User. The Smart Contract applies to all sales of a Digital Asset, in perpetuity. User hereby authorizes RECUR to process purchases of Digital Assets using the method of payment authorized by User and permitted by RECUR in its sole discretion, such as credit card, bank account, cryptocurrency, or such other method of purchase as RECUR may permit.
33.5 Playtika End User License Agreement
User’s purchase, acquisition, or other interactions with any Digital Assets minted for Playtika are also governed by Playtika’s End User License Agreement: https://www.recur.com/playtika-license-agreement. Any rights or licenses You have with any Content associated with any Playtika Digital Asset are exclusively as set forth in such End User License Agreement and not these Terms.
ACCEPTANCE OF TERMS: User accepts these terms by accepting these terms at account opening or by any other means specified by RECUR to which User assents.