Token Migration Terms and Conditions

Last Updated: 20 September 2024

These Token Migration Terms and Conditions (hereinafter the “Terms”) shall serve as an agreement that governs your use and participation in the FLAY Token Migration Application (hereinafter the “Migration Application”). Before choosing to interact with the Migration Application, please carefully review these Terms, XIP#56, FIP#77, Flayer’s Website Terms of Use, Flayer’s Privacy Policy, and the open-source code of the migration smart contract. Use the technology only at your own risk. You assume all responsibility relating to migrating your NFTX and/or FLOOR tokens. Your use or access of the Site or the Services (as defined below) constitutes your consent to these Terms.

These Terms are an agreement between you (the “User” and collectively with others using the Site, “Users”) and Flayer Protocol Ltd., a company incorporated under the laws of the British Virgin Islands (“Company” or “we,” “our” or “us” and together with you, the “Parties”) concerning your use of (including any access to) Company’s or its affiliates’ websites, currently located at https://www.flayer.io/ (opens in a new tab), web applications, decentralized applications, smart contracts and API located at any of Company’s websites (together with any materials and services available therein, and successor website(s) or application(s) thereto, the “Site”). These Terms hereby incorporate by reference any additional terms and conditions with respect to the Site posted by Company or its affiliates to the Site, or otherwise made available to you by Company or its affiliates.

By clicking or tapping any button or box marked “accept” or “agree” (or a similar term) in connection with these Terms, or by accessing or using the Site or the Services (as defined below), you agree to be bound by these Terms, a current version of which is available at the Site, and which may be modified from time to time at our sole discretion in accordance with Section 3 below.

1. Use of Services

Services

The Company or its affiliates have developed the Migration Application – an online, decentralized and autonomous tool that displays information and autonomous smart contract mechanisms of digital tokens and assets (“Digital Assets”) and provides the user-interface that facilitates your access to the Migration Application (the “Services”).

You affirm that you are aware and acknowledge that Company and its affiliates is a non-custodial provider of software services, meaning that the Company does not custody, control or manage user funds in any manner whatsoever. The Services are deployed in a decentralized environment wherein the Services can be autonomously and directly accessed by the Users without any involvement or actions taken by Company or any third-party.

Your Use of Services

You represent and warrant to Company that:

You are eligible to agree to these Terms and use the Services in accordance with Section 2 below.
These Terms are valid, and binding on you, and enforceable against you.
You will comply with all terms and conditions contained within these Terms.
You are not agreeing to these Terms and using the Services in your capacity as a consumer.
You acknowledge and agree that from time to time the Site may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Company may undertake from time to time; (iii) causes beyond the control of Company or which are not reasonably foreseeable by Company; (iv) disruptions and temporary or permanent unavailability of the underlying blockchain infrastructure; (v) unavailability of third party service providers or external partners for any reason. In this case, you may be prevented from accessing or using the Services.
You acknowledge and agree that the Site and the Services may evolve over time. This means Company may apply changes, replace, or discontinue (temporarily or permanently) the Services at any time in Company’s sole discretion.
You acknowledge and agree that the pricing information provided on the Site does not represent an offer, a solicitation of an offer, or any advice regarding, or recommendation to enter into, a transaction with Company.
You acknowledge and agree that the Company does not act as an agent for any of the Users.
You are solely responsible for your use of the Services, including all transfers of Digital Assets you make.
In connection with using the Services, you will only transfer legally-obtained Digital Assets that belong to you.
You will obey all applicable laws in connection with using the Services. You will not use the Site or the Services if the laws of your country, or any other applicable law, prohibit you from doing so in accordance with these Terms.
You are solely responsible for reporting and paying any taxes applicable to your use of the Services.
You are not and have not been placed on any excluded or denied persons lists by any authority.
You are responsible for complying with any applicable export controls or embargoes.
Any Digital Assets used by you in connection with the Services are either owned by you or that you are validly authorized to carry out actions using such Digital Assets.
You acknowledge and agree that we have no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any Digital Assets that you may transfer to or from a third party, and that we are not responsible for ensuring that an entity with whom you transact actually completes the transaction or is authorized to do so. If you experience a problem with any Digital Assets purchased from or sold to a third party through the Services, you bear the entire risk.
You covenant that all activity and conduct in connection with your use of the Services, including any resultant transactions of the Digital Assets, will be in compliance with all applicable law, rules, regulations, requirements, guidelines and policies of any governmental or quasi-governmental body or regulatory agency, any self-regulatory organization.

2. Eligibility

By using the Services, you represent and warrant that you are of the legal age of majority in your jurisdiction as is required to access the Services and enter into arrangements as Provider or Requestor. You further represent that you are legally permitted to use FLAY in your jurisdiction including owning cryptographic tokens of value and interacting with the Ethereum Network in any way. You further represent you are responsible for ensuring full compliance with the applicable laws in your jurisdiction and acknowledge that the Company is not liable for your compliance and failure to comply with such laws.

3. Modification of Terms and Transfer

These Terms may be discretionarily modified or replaced at any time, unless stated otherwise herein. The most current version of the Terms will be posted on the Site with the “Last Updated” date at the top of the Terms changed. Any changes or modifications will be effective immediately upon posting the revisions to the Site. You shall be responsible for reviewing and becoming familiar with any such modifications. You waive any right you may have to receive specific notice of such changes or modifications. Use of the Site or the Services by you after any modification to the Terms constitutes your acceptance of the Terms as modified. If you do not agree to the Terms in effect when you access or use the Services, you must stop using the Services. We may, at any time and without liability or prior notice, modify or discontinue all or part of the Site (including access to the Site via any third-party links). Neither party may assign or transfer any rights or obligations under these Terms, provided that Company may assign these Terms without your prior consent to any of Company’s affiliates, or to its successors in interest of any business associated with the services provided by Company. These Terms shall be binding upon the permitted assigns or transferees of each party.

4. Representations, Warranties, and Risks

No Representation or Warranty

WE MAKE AND EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AND WITH RESPECT TO THE SERVICES AND THE CODE PROPRIETARY OR OPEN SOURCE, WE SPECIFICALLY DO NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, USAGE, SECURITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES, CODE AND ANY RELATED INFORMATION ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.

Assumption of Risks of Cryptographic Systems and Currencies

By using the Services in any way, you acknowledge the inherent risks associated with cryptographic systems; and warrant that you have an understanding of the usage and intricacies of native cryptographic tokens, smart contract based tokens such as those that follow the Ethereum Token Standard and blockchain-based software systems.

You understand that Ethereum and other blockchain technologies and associated currencies or tokens are highly volatile due to many factors including but not limited to adoption, speculation, technology and security risks. You also acknowledge that the cost of transacting on such technologies is variable and may increase at any time causing impact to any activities taking place on the Ethereum blockchain. You acknowledge these risks and represent that the Company cannot be held liable for such fluctuations or increased costs.

You understand and acknowledge that the ability of the Site to connect with third-party wallet applications or devices is not an endorsement or recommendation to do so by or on behalf of the Company or its affiliates, and you must assume all responsibility for selecting and evaluating and incurring the risks of any bugs, defects, malfunctions or interruptions of any third-party wallet applications or devices you directly or indirectly use in connection with the Site.

You understand and acknowledge that the Migration Application is an open-source protocol made available to the public. At no time should the Migration Application be deemed to be a product or service provided or made available by Flayer. The Migration Application enables NFTX and/or FLOOR token holders to migrate their NFTX and/or FLOOR tokens to FLAY tokens indefinitely until otherwise determined by the Company or its affiliates at their sole and absolute discretion.

You understand and acknowledge the Migration Application is a smart contract and, as other smart contracts on Ethereum, is a software system that is accessible directly through Ethereum node providers (such as Infura) or indirectly through compatible Ethereum wallet applications (such as the web browser plugin Metamask), which interact with such Ethereum nodes. Interacting with the smart contracts underlying the Migration Application does not require use of the Site, but the Site via the Migration Application may provide a convenient and user-friendly method of reading and displaying data from the underlying smart contracts and generating standard transaction messages compatible with the Migration Application. The Site does not interact with the smart contracts underlying the Migration Application and does not conduct any transaction on your behalf. Because the Site does not provide Ethereum wallet software or Ethereum nodes, such software constitutes an essential third party or user dependency without which transactions cannot be exercised. There is no guarantee of the continued operation, maintenance, availability, or security of any of the foregoing or APIs, middleware and servers of third parties.

Volatility of Cryptocurrency

You understand that Ethereum and other blockchain technologies and associated Digital Assets, currencies or tokens are highly volatile due to many factors including but not limited to adoption, speculation, technology and security risks. You also acknowledge that the cost of transacting on such technologies is variable and may increase at any time causing impact to any activities taking place on the Ethereum blockchain. You acknowledge these risks and represent that Company cannot be held liable for such fluctuations or increased costs.

Application Security

You acknowledge that the Services are subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by the Services or Site. This warning and others provided in these Terms by the Company in no way evidence or represent an ongoing duty to alert you to all of the potential risks of utilizing the Services or accessing the Site.

Site Accuracy

Although it is intended to provide accurate and timely information on the Site, the Site or relevant tools may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including, without limitation, information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site or relevant tools are your sole responsibility and Company shall have no liability for such decisions. Links to third-party materials (including, without limitation, websites) may be provided as a convenience but are not controlled by any entity. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third party sites accessible or linked to the Site or available via other relevant tools.

Applicable Law and Tax

You are responsible for complying with applicable law. You agree that we are not responsible for determining whether or which laws may apply to your use of Services, including tax laws. You are solely responsible for reporting and paying any taxes arising from your use of the Site and Services.

Operational Risks

You are aware of and accept the risk of operational challenges. The Site may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to or delays on the Site. You agree to accept the risk of the Services failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks, and you agree not to hold us accountable for any related losses. We will not bear any liability, whatsoever, for any damage or interruptions caused by any viruses that may affect your computer or other equipment, or any phishing, spoofing or other attack. We do not guarantee that the Site is or will remain updated, complete, correct or secure, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors and materials that violate or conflict with these Terms. Additionally, third parties may make unauthorized alterations to the Site or the software underlying the Services. Accordingly, you should verify all information on the Site before relying on it, and all decisions based on information contained on the Site are your sole responsibility and we will have no liability for such decisions.

5. Indemnification

You agree to release and to indemnify, defend and hold harmless the Company and its parents, subsidiaries, affiliates and agencies, as well as the officers, directors, employees, shareholders and representatives of any of the foregoing entities, from and against any and all losses, liabilities, expenses, damages, costs (including attorneys' fees and court costs) claims or actions of any kind whatsoever arising or resulting from your use of the Site, the Migration Application and the Services, your violation of these Terms, and any of your acts or omissions. If you are obligated to indemnify the Company, Company reserves the right, at its own expense, to assume exclusive defense and control of any matter and, in such case, you agree to cooperate with the Company in the defense of such matter.

6. Limitation on liability

You acknowledge and agree that you assume full responsibility for your use of the Site, the Migration Application and Services. You acknowledge and agree that any information you send or receive during your use of the Site, the Migration Application and Services may not be secure and may be intercepted or later acquired by unauthorized parties. You acknowledge and agree that your use of the Site, the Migration Application and Service is at your own risk. Recognizing such, you understand and agree that, to the fullest extent permitted by applicable law, neither Company nor any related entities, suppliers or licensors will be liable to you for any direct, indirect, incidental, special, consequential, punitive, exemplary or other damages of any kind, including without limitation damages for loss of profits, goodwill, use, data or other tangible or intangible losses or any other damages based on contract, tort, strict liability or any other theory (even if Company had been advised of the possibility of such damages), resulting from the Site, the Migration Application or Services; the use or the inability to use the Site, the Migration Application or Service; unauthorized access to or alteration of your transmissions or data; statements or conduct of any third party on the Site or Service; any actions we take or fail to take as a result of communications you send to us; human errors; technical malfunctions; failures, including public utility or telephone outages; omissions, interruptions, latency, deletions or defects of any device or network, providers, or software (including, but not limited to, those that do not permit participation in the service); any injury or damage to computer equipment; inability to fully access the site or service or any other website; theft, tampering, destruction, or unauthorized access to, images or other content of any kind; data that is processed late or incorrectly or is incomplete or lost; typographical, printing or other errors, or any combination thereof; or any other matter relating to the Site, the Migration Application or Service.

7. Open Source and Proprietary Rights

Some software used in our Services may be offered under an open source license that we will make available to you. Documentation of open source code is available on the Flayer Github page. The “Flayer” name, the Flayer logo, and the web domains and URLs are property of Flayer Foundation and are not covered under the licenses above. Using our Services does not give you ownership of any proprietary intellectual property rights in our Services or the content you access. You may not use proprietary content from our Services unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any branding or logos used in our Services. You may not remove, obscure, or alter any legal notices displayed in or along with our Services.

8. Links

The Service provides, or third parties may provide, links to other websites or accessible sites, applications or resources. Because the Company has no control over such sites, applications and resources, you acknowledge and agree that the Company is not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

9. Termination and Suspension

The Company may terminate or suspend all or part of the Site and/or Services access immediately, without prior notice or liability, if you breach any of the terms or conditions of these Terms. Upon termination of your access, your right to use the Services will immediately cease. The following provisions of the Terms survive any termination of these Terms: INDEMNITY; REPRESENTATIONS, WARRANTIES AND RISKS; LIMITATION ON LIABILITY; OUR PROPRIETARY RIGHTS; LINKS; TERMINATION; NO THIRD-PARTY BENEFICIARIES; ARBITRATION AND CLASS ACTION WAIVER; USE OF SERVICES.

10. No Third-Party Beneficiaries

You agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to these Terms.

11. Jurisdiction and Governing Law

These Terms shall be governed by, and construed in accordance with, the laws of the British Virgin Islands, without regard for any conflict of laws principles. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration, which rules are deemed to be incorporated by reference into this Section 11. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, United Kingdom. The language to be used in the arbitration shall be English. You agree to submit all disputes between yourself and the Company to individual binding arbitration. If a dispute must be arbitrated, you must start arbitration of the dispute within one (1) year from when the dispute first arose. If applicable law requires you to bring a claim for a dispute sooner than one (1) year after the dispute first arose, you must start arbitration in that earlier time period. The Company encourages you to tell the Company about a dispute as soon as possible so the parties can work to resolve it in good faith. The failure to provide timely notice will bar all claims.

12. Prohibited Use

You may not use the Service to engage in the following categories of activity (“Prohibited Uses”). The specific types of use listed below are representative, but not exhaustive. By using the Site or Services, you confirm that you will not use the Site or Services to do any of the following:

Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in any relevant country, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information;
Abuse Other Users: Interfere with another individual's or entity's access to or use of any Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the Site about others, including without limitation email addresses, without proper consent;
Fraud: Activity which operates to defraud the Company, other Users, or any other person; provide any false, inaccurate, or misleading information;
Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of the Company’s or its affiliates’ intellectual property, name, or logo, including use of the Company’s or its affiliates’ trade or service marks, without express consent from Company or its affiliates (as applicable) or in a manner that otherwise harms Company or its affiliates;
Illegal Source of Funds: Use or accessing the Site or Services to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including terrorism or tax evasion.

Other Prohibited Activities: Additionally, you confirm that you may not, nor may you assist other parties to:

attempt to disable or circumvent any security or access control mechanism of the Site or Services, where applicable;
design or assist in designing cheats, exploits, hacks, modes or any other unauthorized third-party software to modify or interfere with the Services, with the exception of automation software and bots, provided that such automation software and bots operate in the ordinary course of using the Services and do not cause disruption or harm to the Services;
institute, assist or become involved in any type of attack, including distribution of a virus, attacks upon the Services or the Site, that prevent access to or use of any of the above, other attempts to disrupt any of the above, gain unauthorized access to any of the above, or disrupt any other person’s use or enjoyment of any of the above;
attempt to, or harass, abuse, or harm of another person or entity, including our employees and service providers;
impersonate another user or otherwise misrepresent yourself; or
take any action that imposes an unreasonable or disproportionately large load on our infrastructure; or detrimentally interfere with, intercept, or expropriate any system, data, or information.