TERMS AND CONDITIONS

The following TERMS AND CONDITIONS ("Terms”) apply to your or the legal entity’s you represent ("you" or "your") use of the Services (as defined below) of a SWORD LIMITED, and its affiliates (hereinafter referred to as the Company, “us”, “we”, as the case may be). We operate an NFT game project called Captain Tsubasa -RIVALS- (“CTR”). CTR is an NFT game in the Polygon Chain (“PC”) Network with a unique storyline that players can enjoy. CTR is a form of so-called Play to Earn, in which players can earn in-game digital tokens called $TSUBASAUT and $TSUBASAGT (collectively "Tokens") by playing games with them and meeting certain predetermined conditions. “Player NFT(s)” are digital art collectibles built on top of the PC network and hashed on the blockchain and are represented by a non-fungible token each.

I. ACCEPTANCE
By using the Services (as defined below), whether through the CTR associated websites (the "Site"), application programming interfaces, or any of our other desktop or mobile browser (collectively, the "Services"), you-
・acknowledge that you have read these Terms, our Privacy Policy (these Terms of service, and the terms of any policy incorporated herein are collectively referred to as the "Terms") in their entirety;
・agree to be bound by the Terms; and
・are authorized and able to accept these Terms. By using any of our Services through any channel or method, you shall be deemed to have agreed and accepted these Terms. IF YOU DO NOT CONSENT TO THESE TERMS, PLEASE DO NOT USE OUR SERVICES OR ACCESS OUR SITES.
Before you purchase any items (the “Items", including Player NFT(s)) of the Service and/or use the Services, you will need to agree to these Terms.
Any rules, terms, etc. posted on the Site by us from time to time shall constitute a part of these Terms.
In order for you to use CTR, you shall have an existing user issue you an invitation URL. For details, you shall refer to rules indicated by the Site.
We reserve the right to choose which markets and jurisdictions to conduct our business and may restrict or refuse, at our sole discretion, the provision of the Services in certain countries or regions.

II. GENERAL
1. CHANGES TO THE TERMS
We may amend, change, modify, or revise the Terms at any time, and we may post a notice on the Site or when you use the Services, and you can see when these Terms were last revised by referring to the "Last Updated" legend above. Your continued use of Services means you accept any new or modified Terms. You are responsible for reviewing the Terms for any changes, so please check back here from time to time.
2. ELIGIBILITY
By accepting these Terms, you represent and agree that: -
(a) you are a natural person who is at least 18 years of age or the age of majority in your jurisdiction;
(b) all registration information you submit will be true, accurate, current, and complete;
(c) you will maintain the accuracy of such information and promptly update such registration information as necessary;
(d) you have the power to enter into a contract with us;
(e) you are physically located in a jurisdiction in which participation in any Service you use is permitted and unrestricted by that state or country’s laws;
(f) By using the Site and/or purchasing Items, you confirm to not be listed, or associated with any person or entity being listed, on any of the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, the US Department of State’s Debarred Parties List, the EU Consolidated List of Persons, or Groups and Entities Subject to EU Financial Sanctions. You further confirm not to be a resident of, a citizen of, or located in a geographic area that is subject to UN-, US-, or EU embargoes;
(g) you are not an organized crime group, a member of an organized crime group, a person who has not ceased to be an organized crime group for a period of five (5) years, an associate member of an organized crime group, companies affiliated with an organized crime group, an extortionist threatening to disrupt shareholder meetings or the like, a miscreant advocating political activism, an intellectual crime group or the like, any other similar group;
(h) you will not use the Services for any illegal and unauthorized purpose;
(i) you shall access the Services by any automated and non-human means, whether through a bot, script, or otherwise; and
(j) you will comply with these Terms at all time.
If any one of these requirements is not met at any time, we may suspend your use of our Services with or without notice. We have taken commercially reasonable steps to restrict use of Services to those who are at least years old or the age of majority in their jurisdiction. We do not sell products or services for purchase by minors. In the event that you are under the age of 18, you must have your parent or guardian’s consent to these Terms and we may require them to enter into these Terms on your behalf based on your jurisdiction.
3. ACCESS
To access our Services, you must have the necessary equipment (such as a smartphone or laptop) and the associated telecommunication service subscriptions to access the Internet. Our Services can be accessed directly using the Site. Access to our Services may become degraded or unavailable during times of significant data congestion or in the event of a network failure. This could result in the inability to access some of our Services. Although we strive to provide you with excellent service, we do not represent that the Services will be available without interruption. We shall not be liable for any losses resulting from or arising out of transaction delays or a failure of network protocols.
To be eligible to access certain features of our Services, you may be required to register an account for Services associated with a verified identity approved in accordance with these terms ("Account"). When you create an Account, we may request certain personally identifiable information, including but not limited to your name and a legitimate email address that you control and to create a username and password. You agree to keep your password confidential and will be responsible for all use of your Account and password. We reserve the right to remove, reclaim or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
If your Account is inactive for twelve (12) consecutive months or more, we may, in our sole discretion, close your Account and any remaining funds in your Account will be subject to applicable laws regarding unclaimed monies.
4. APPLICATION
You can access the CTR Site via any web browser using the URL https://tsubasa-rivals.com/ and an electronic PC wallet compatible with the NFT-standard on the PC network which is provided by us or the third party designated by us (the “Wallet”). You will not be able to engage in any transactions on the Site other than through the Wallet.
Transactions on the Site are managed and confirmed via the PC blockchain. We neither own nor control Google Chrome, the PC network, or any other third-party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Site. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.
You are responsible for your Walletand the private key to access it.

III. INTELLECTIAL PROPERTY RIGHT
The Services, including all content, features, and functionality thereof, are owned by us, our licensors, or other providers of such material and are protected by British Virgin Islands and international copyright, trademark, patent, and other intellectual property or proprietary rights laws.
You are permitted to use the Services for your personal, non-commercial use only or legitimate business purposes related to your role as our current or prospective customer. Except as provided below, you must not copy, modify, create derivative works of, publicly display, publicly perform, republish, or transmit any of the material obtained through the Services, or delete, or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services. Provided, however, that, if you are otherwise in compliance with these Terms, you are permitted to use, elsewhere and on other websites, an unaltered copy of portions of the content that is publicly available on the Site for the limited, non-commercial purpose of discussing such content.
You must not reproduce, sell, or exploit for any commercial purposes any part of the Services, access to the Services or use of the Services or any services or materials available through the Services; provided, however, that you are not prohibited from selling your digital assets as specified by us including Player NFTs validly purchased or obtained in accordance with these Terms or other Marketplace rules to third parties in accordance with such Terms and rules.
For clarity, the foregoing permissions are limited to the Services, and no rights are granted with respect to any servers, computers, or databases associated with the Services.

IV. PAYMENT
We will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Site or any other transactions that you conduct via the PC network.
PC requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the PC network. The Gas Fee does not go to us and we have no control over its pricing.
Each time you conduct a transaction with another user via the Site, you authorize us to collect a commission that we stipulate and notify separately.
All paid prices exclude any possible duties or charges. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the Site (including, without limitation, any Taxes that may become payable as the result of your ownership of Player NFT(s) or Tokens. Except for income and net-wealth taxes levied on The Company, you remain solely responsible for paying all federal, state and other taxes in accordance with all applicable laws.

V. OWNERSHIP
When you purchase a Player NFT or other NFT as specified by us, you have the right to use and transfer them.
Notwithstanding the preceding paragraph, if you breach any of the ‘Eligibility’ in Clause 2.2 and ‘PROHIBITED ACTIVITIES’ in Clause 7 hereof, we may, at our discretion, take any reasonable action, including prohibiting you from using or confiscating any of your assets in the Service, including any NFTs held by you.
Any of CTR’s product or service names, logos, and other marks used on the Site or as a part of the Services, including CTR’s name and logo are trademarks owned by us, its affiliates or its applicable licensors. You may not copy, imitate or use them without our (or the applicable licensor’s) prior written consent.

VI. FEES AND REWARDS
1. As long as you follow these Terms and the details in the whitepaper we published (the “Whitepaper”), you can earn Token(s) for free as rewards by playing games and fulfilment of certain predetermined conditions. This does not create an employment relationship between you and us. The Tokens are ERC-20 standard tokens, the detailed functionality of which can be found in the Whitepaper. We may limit the number and amount of Tokens or NFTs grants at our discretion, and we are not liable to you for any loss or damage caused by this limitation. In addition, we may demand the return of Tokens or NFTs if we have mistakenly granted you Tokens or NFTs and may also cancel Tokens or NFTs grant if technically feasible. If you purchase the Tokens from any external exchange, the Tokens are only for sophisticated purchasers who are knowledgeable and experienced in the features and risks of digital platforms, digital assets, blockchain technology and smart contracts. Potential purchasers should determine for themselves the relevance of the information contained in the Whitepaper and related materials, in each case as supplemented from time to time, and the necessity for additional enquiry, research and professional advice. These Terms should not be considered as a recommendation by any person to participate in any token sale or digital platform.
2. Meanwhile, you can buy and sell Player NFTs and other NFT as specified by us in the marketplace we operate. Our role is limited to the operation of the marketplace and the determination of the buy and sell prices is left between users. You shall be responsible for your transactions with other users in the marketplace, and any problems with other users shall be resolved by you and not by us. When you trade NFTs of CTR in a marketplace provided by a third party, you shall comply with the terms and conditions of that marketplace. In addition, if you have a claim from a third party or any other dispute arising from the use of a marketplace provided by a third party, you shall resolve the dispute at your own expense and responsibility.
3. You are fully responsible and liable for all charges, deposits and withdrawals made under your Account, including any unauthorized charges, deposits or withdrawals. The price of Services may change at any time, but no price change will affect your past purchases. You agree to pay all processing fees and any transaction costs (e.g., standard gas fees) that we may impose in connection with the fees.

VII. PROHIBITED ACTIVITIES
You are prohibited from each of the following activities, unless otherwise agreed in writing with us:
(a) Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
(b) Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
(c) Use a purchasing agent to make purchases on the Services.
(d) Use the Services to advertise or offer to sell goods and services.
(e) Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Services and/or the content contained therein.
(f) Engage in unauthorized framing of or linking to the Services.
(g) Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
(h) Make improper use of our support services or submit false reports of abuse or misconduct.
(i) Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
(j) Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Site.
(k) Attempt to impersonate another user or person or use the username of another user.
(l) Sell or otherwise transfer your profile.
(m) Use any information obtained from the Services in order to harass, abuse, or harm another person.
(n) Use the Services as part of any effort to compete with us or otherwise use the Services and/or the content for any revenue-generating endeavor or commercial enterprise.
(o) Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
(p) Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Services.
(q) Harass, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
(r) Delete the copyright or other proprietary rights notice from any content.
(s) Copy or adapt the Services’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
(t) Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
(u) Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats, 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
(v) Except as may be the result of standard search engines or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or using or launching any unauthorized script or other software.
(w) Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
(x) Use the Services in a manner inconsistent with any applicable laws or regulations.
(y) Using the same NFT of CTR across multiple accounts to qualify for multiple player rewards is strictly prohibited.
(z) Intentionally causing NFTs prices to fluctuate wildly by buying up the NFTs, etc.

VIII. TERMINATION
In the event of any force majeure event (including a pandemic), breach of these Terms, or any other event that would make provision of the Site commercially unreasonable for Company, we may, in our discretion and without liability to you, with or without prior notice, suspend your access to all or a portion of the Site, change or terminate the Services.
We may terminate your access to the Site as far as technically feasible in our sole discretion, immediately and without prior notice, and delete or deactivate your Account and all related information and files in such Account without liability to you, including, for instance, in the event that you breach any term of these Terms.

IX. ASSUMPTION OF RISK
You accept and acknowledge each of the following:
(a) There are risks associated with using cryptocurrencies, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorised access to information stored within yourWallet. You accept and acknowledge that The Company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the PC network, however caused.
(b) The Site does not store, send, or receive NFT of CTR. We are not liable for your sending, receiving, or storing NFT of CTR outside of the Site.
(c) The prices of blockchain assets are very volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Tokens or NFT of CTR, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of Tokens or NFT of CTR will not lose money.
(d) Risk of loss of private key or passphrase(s): The company is not responsible for your private keys, which you need in order to access the NFTs of CTR. It is your sole responsibility to protect your private keys. In case of lost, the company takes no responsibility. In addition, the private key of your Tokens may be distributed and managed by multiple business operators, but we will not be liable for any loss of your Tokens as a result of such a situation, provided, however, that this shall not apply in the case of willful misconduct or gross negligence on the part of us.
(e) The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the NFTs ecosystem of CTR, and therefore the potential utility or value of the NFTs of CTR.
(f) Upgrades by PC to the PC platform, a hard fork in the PC platform, or a change in how transactions are confirmed on the PC platform may have unintended, adverse effects on all blockchains using the ERC-721 standard.

X. DISCLOSURES; DISCLAIMERS
1. GENERAL DISCLAIMER
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL SERVICES, PRODUCTS, INFORMATION AND DATA PROVIDED OR MADE AVAILABLE BY US (INCLUDING WITHOUT LIMITATION SOFTWARE) ARE "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT, AND YOU ASSUME THE ENTIRE RISK WITH RESPECT THERETO. WE MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE THAT SERVICES, YOUR ACCOUNT, SOFTWARE, VIRTUAL GOODS AND/OR THE SITE WILL BE SECURE, VIRUS-FREE, UNINTERRUPTED OR ERROR-FREE, OR THAT THE SAME WILL FUNCTION PROPERLY IN COMBINATION WITH ANY THIRD-PARTY COMPONENT, TECHNOLOGY, HARDWARE, SOFTWARE, OR SYSTEM.
2. DISRUPTIONS AND OUTAGES
We strive to keep Services up and running; however, all online services suffer occasional disruptions and outages, we are not responsible or liable for any disruption or loss you may suffer as a result. You should regularly backup content that you store on the Services.

XI. LIMITATIONS OF LIABILITY
1. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER WE, NOR OUR SUPPLIERS OR LICENSORS, WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA OR LOSS OF GOODWILL), OR INCIDENTAL DAMAGES, ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, OR ANY INFORMATION, SERVICES, PRODUCTS OR SOFTWARE MADE AVAILABLE OR ACCESSIBLE TO YOU, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF WE OR OUR THIRD PARTY SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY.
2. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, OUR MAXIMUM LIABILITY TO YOU ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS SHALL NOT EXCEED US$50.00. THE EXISTENCE OF ONE OR MORE CLAIMS BY YOU WILL NOT INCREASE OUR LIABILITY. IN NO EVENT SHALL OUR SUPPLIERS OR LICENSORS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO OUR PRODUCTS, INFORMATION OR SERVICES.
Certain jurisdictions do not allow limitations of liability for incidental, consequential or certain other types of damages; as such, the limitations and exclusions set forth in this Section may not apply to you.

XII. INDEMNIFICATION
You agree that you will be responsible for your use of the Site and holding NFT of CTR and you agree to defend, indemnify, and hold harmless the Company and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of the Site or Token at any time; (ii) your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. The Company reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with the Company’s defense of such claim.

XIII. THIRD-PARTY SITES
The Site may include hyperlinks to other web sites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites, are not monitoring their content and are providing the respective links for informational purposes only. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other content or materials on or made available from any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other content or materials on, or made available from, any External Sites.

XIV. PRIVACY POLICY
Our Privacy Policy describes the ways we collect, use, store and disclose your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy.

XV. MISCELLANEOUS
1. ENTIRE AGREEMENT
These Terms constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or other arrangements, understandings, negotiations and discussions, whether oral or written. Our failure to require or enforce strict performance by you of any provision of these Terms or to exercise any right under them shall not be construed as a waiver or relinquishment of our right to assert or rely upon any such provision or right in that or any other instance. Section titles in these Terms are for reference only and have no legal effect.
2. SEVERABILITY
The provisions of these Terms are intended to be severable. If for any reason any provision of these Terms shall be held invalid or unenforceable in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.
3. AMENDMENT AND MODIFICATION
These Terms cannot be modified by you and may only be modified by us as provided above.
4. REMEDIES
No right or remedy of ours shall be exclusive of any other, whether at law or in equity, including without limitation damages injunctive relief, attorneys’ fees and expenses.
5. ASSIGNABILITY
We may assign these Terms or legal status, rights and obligations based on them, in whole or in part, at any time without notice to you. You may not assign these Terms or transfer any rights to use the Services.
6. SUCCESSORS AND ASSIGNS
These Terms are solely for your and our benefit, and not for the benefit of any other person, except for our successors and assigns.
7. GOVERNING LAW AND JURISDICTION
These Terms are governed by the law of British Virgin Islands and you agree to submit to the exclusive jurisdiction of the courts of British Virgin Islands.

Last Update: January 12th, 2023