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Intraverse Platform Agreement
You are reading the Order Form
This order form (the “Order Form”) for the use of the platform so-called “Intraverse” and related services (the “Platform”) and each document attached thereto (collectively the “Contract”) is entered into by and between the following parties:
INTRAVERSE.IO SA (Platform Owner):
Name: Intraverse.io SA
Country: Switzerland
Address: Street Ferruccio Pelli No. 13 – 6900 Lugano
VAT number or Fiscal Code: CHE-414394167
Email: [email protected]
AND ANY CLIENT FILLING AND SUBSCRIBING THE PACKAGE FORM. ALL THE INFOs OF THE CLIENT IS REGISTERED IN THE FORM FILLED AND SUBSCRIBED BY THE CLIENT.
Platform Owner and the Client are also individually referred to as the “Party” and jointly as the “Parties”.
PLATFORM AND SERVICES
The terms of use sets forth in the Contract provide the terms and conditions in relation to the use and access by the Client of (i) the websites www.intraverse.io and www.play.intraverse.io (the “Site”) owned by Intraverse, (ii) the use of, or access to the Platform’s tools (the “Tools”), (iii) the use of related digital services, (iv) and the use of materials and documentation made available by Intraverse from time to time through the Site (the Site and Tools, including all updates and other modifications thereto, the “Services”).
Intraverse offers to the Client the opportunity to purchase different subscription packages (the “Subscription Plans”), each of which allows for different Services provided by Intraverse to the Client through the Platform. The details of each Service and the Subscription Plans opportunities are described through the Site as from time to time indicated by Intraverse.
The Services will be provided online through the Platform according to the different service options available regarding the use of a free of charge (the “Free Trial”) or Subscription Plan option of the Client.
COMMERCIAL OFFER AND PRICES
The details of each Service and the Subscription Plans opportunities are described through the Site as from time to time indicated by Intraverse.
PAYMENT METHODS
In consideration for the use of the Platform and the Service provided by Intraverse to the Client, the latter shall pay to the former the Consideration indicated on the Site regarding the Subscription Plan purchased, alternatively by means of (the “Consideration”):
The Consideration shall be invoiced by Intraverse to the Client in the form of a anticipated payment for the all duration of the Subscription Plan purchased by the Client.
The Consideration shall be invoiced by Intraverse to the Client through a third-party service. The Client shall use the link that Intraverse will transmit to the former in order to access the above-mentioned third-party’s platform and the Client shall follow the procedure indicated thereof as to determine the means of payment and modalities to pay the Consideration.
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A copy of the payment or of the TRX shall be sent to the address of Intraverse indicated above. Failure to pay the Consideration shall result in the termination of the Contract in accordance with Article 4 of the General Conditions of Service attached hereto.
ANNEXES
The Order Form also includes the following Annexes:
The Annexes referred to above form an integral part of the Contract.
2024, Lugano
The Platform Intraverse.io SA
Soheila H.Haghighi
ANNEX 1 – GENERAL TERMS OF USE OF THE PLATFORM
The scope of this Contract is the provision of the Platform, by Intraverse, to the Client in order for the latter to access the Services offered by Intraverse in accordance with the Subscription Plan or the Free Trial purchased by the Client.
Intraverse undertakes to provide to the Client the access and use of the Platform in order to benefit from the Services with the features and characteristics detailed from time to time on the Site.
With the Subscription Plans, Intraverse grants to the Client a temporary, revocable, personal, non-exclusive, non-transferable right to access and use the Services as described on the Site (including any features and documentation relating to or describing the Tools, information services, and any improvements or updates thereto) that are provided to the Client for the duration of the Subscription Plans under the following restrictions:
Services shall not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose. The Client shall not frame or utilise framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Services or any content without Intraverse’s express written consent.
The Client shall not use any meta tags or any other “hidden text” utilising Intraverse’s name or trademarks without Intraverse’s express written consent. The Client shall not introduce or make available in any manner software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of Services or any computer software, hardware, or telecommunications equipment of Intraverse or the visitors to the Site. The Client shall not interfere with or disrupt the provision of the Services or the servers or networks connected thereto. The Client shall not collect or store personal data about the users of the Site. Any unauthorised use or attempts to use the Services in an unauthorised manner terminates the permission granted by Intraverse to use them.
Intraverse reserves the right to add additional and/or modify the features of the Services at any time. Furthermore, Intraverse may change, limit or remove existing features for reasons of data security, technical necessities or due to changes in applicable law, provided that the change, limitation or removal is reasonable for the Client in consideration of the interests of both parties. Intraverse shall inform the Client of such changes in due time in writing (e-mail).
2.1.1 Specific provisions regarding the Mega Rumble Tournament
Within the term of the Subscription Plan, the Client’s NFT collection will be part of one “Rumble Tournament” (the “Rumble”) per month organised by Intraverse through the Platform (the “Rumble Service”).
The rules applicable to the Rumble will be always available online, through the Site. Intraverse reserves the right to change, from time to time, such rules.
In order to access and use the Rumble Service, the Client shall:
2.1.2 Specific provisions regarding the [Poker] Tournament
[●]
In order to access and use the Poker Tournament Service, the Client shall:
2.1.3 Specific provisions regarding the [●] Tournament
[●]
In order to access and use the [●] Service, the Client shall:
2.1.4 Specific provisions regarding the [Twitter Space]
Subject to the Services incorporated in the Subscription Plan purchased by the Client and within the term of it, Intraverse grants to the Client the organisation and coordination of one “Twitter Space” per month with the Client in order to promote the NFT collection of the latter (the “Twitter Space”).
Intraverse will communicate to the Client the date of the Twitter Space in advance and at least [5] days before the execution of it. Subject to a reasonable ground, the Client may request, one time every 3 months, to modify the proposed date for the Twitter Space.
In order to carry on the Twitter Space, Intraverse will communicate in advance to the Client the topics of such an event and the potential attendance of any third party.
In order to access and attend the Twitter Space, the Client shall:
2.1.5 Specific provisions regarding the [Avatar Creation]
Subject to the Services incorporated in the Subscription Plan purchased by the Client, Intraverse will create a 3D model of one of the most representative image (so-called “PFP”) of the Client’s NFT collection (the “Avatar”).
After the communication by the Client to Intraverse of the above-mentioned PFP, Intraverse shall provide the Avatar within [●] days/weeks. Intraverse shall create the Avatar with specific characteristics as to allow the users of the Platform to use the Avatar in the context of the Rumble.
In relation to the creation of the Avatar, the Client shall:
The Avatar, the design of it and the related technical features and characteristics and all intellectual property rights therein are and will at all times remain the sole and exclusive property of Intraverse.
The Client undertakes to pay the Consideration as indicated in the Subscription Plan described on the Site. In addition, the Client accepts to pay any additional fees or charges that from time to time Intraverse indicates on the Site.
The Client declares that the trademark or logo and any type of contents made available to Intraverse are its exclusive property and do not violate the regulations on the protection of distinctive signs. In any case, the Client declares to hold Intraverse harmless from any claim or request for Consideration made by third parties against Intraverse for the use of the signs and contents referred to in the previous paragraph.
The Platform Owner undertakes to provide access and use of the Platform to the Client as well as to provide the Services in accordance with the provisions of the Contract.
The Client shall not have any type of exclusive right on the Platform and any type of its contents, features and characteristics.
The Platform and its related features and characteristics shall not be reproduced, duplicated, copied, sold or otherwise exploited for any commercial purpose by the Client.
The Client shall not use framing techniques to enclose any trademark, logo or other information owned by the Platform Owner (including images, text, page layout or form) of the functionality or any content of the Platform without the express written consent of Intraverse.
The Client shall not use any meta tags or any other similar tools to use the name and/or trademarks of the Platform Owner without the express written consent of Intraverse.
The Client shall not:
Any unauthorised use or attempt to use the Platform and its features in a manner that is not authorised and/or contrary to the provisions set forth under this Agreement may result in the immediate revocation of the use of the Platform by the Platform Owner at its sole discretion.
The Contract shall be effective from the date indicated on the Order Form until the termination of the Subscription Plan..
The Consideration payable by the Client for the Platform is indicated in the Site in relation to each Subscription Plan. In addition, Intraverse indicates in the same page of the Site any other fees or charges due in order to access and use the Platform and the Services (the “Additional Fees”).
Upon signing the Order Form, the Platform Owner shall issue an invoice for the full amount of the Consideration. The invoice shall be paid within the specified timeframe and according to the payment instructions provided in the Order Form.
If the Client decides to pay the Consideration by means of virtual currency as indicated in the Order Form, the exchange rate CHF or US Dollars/virtual currency shall be determined based on the exchange rate provided by the website https://coinmarketcap.com/ at the date of execution of the payment.
In case the Subscription Plan reaches end of life, the Contract will terminate and the Client shall not be entitled to access and use the Platform and the Services.
Intraverse reserves the right to apply from time to time special promotional Subscription Plans as indicated on the Site.
Intraverse reserves the right to terminate the Agreement at any time by sending an email or registered letter with return receipt to the Client, with prior notice by e-mail to the address indicated in the Order Form, in the following cases:
In the event of termination of the Agreement pursuant to letters (a), (b), (c) and (d) above, the Platform Owner may remove the distinctive signs and contents of the Client from all materials and information and promotional channels, and charge the Client for any costs incurred.
Intraverse may provide the Client with a Free Trial subscription, at its own discretion and as indicated on the Site.
The Client may use the Free Trial subscription only one time.
The Client may cancel the Subscription Plan at any time transmitting a written communication to Intraverse via email or letter to the address indicated above in the Contract.
In case of early cancellation of the Subscription Plan, Intraverse will not refund the Client of any Compensation and/or Additional Fees already paid.
The Client represents and warrants that it has:
Selecting the Subscription Plan and using the Services, the Client undertakes that Intraverse reserves the right to modify or improve parts of Services, the Site and/or the Platform without prior communication as long as Client’s access and use of them or the Subscription Plan are not materially adversely affected by the above-mentioned modifications.
All information communicated in any form from Intraverse to the Client will be considered strictly confidential (hereinafter, the “Confidential Information”) and will be used solely for the purposes of this Contract.
The Client agrees to:
In the event that Intraverse is required to disclose any of the Client’s Confidential Information pursuant to an order or laws, Intraverse, if permitted by the applicable order or law, shall promptly notify the Client of the terms and the circumstances of any such request.
As between the Client and Intraverse, the Services and related designs (including text, content, photographs, video, audio, interfaces, graphics, and the selection and the arrangement thereof), and all intellectual property rights therein are and will at all times remain the sole and exclusive property of Intraverse and are protected by applicable Swiss laws and regulations. The Client acknowledges and agree that any questions, comments, suggestions, ideas, feedback or other information about Services (“Submissions”), provided by the Client to Intraverse are voluntary, non-confidential, and Intraverse will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to the Client.
The Client is granted a nonexclusive and nontransferable license to electronically access and use the Services only in the manner described in this Contract. Intraverse does not sell to the Client, and the Client does not have the right to sublicense any Intraverse intellectual property. The Client agrees and acknowledges that Intraverse has the right to change the content or technical specifications of any aspect of the Services, including the availability of any API, at any time, in Intraverse’s sole discretion.
In the provision of the Platform, the Platform Owner undertakes to use the utmost diligence that is due in the performance of assignments of a similar nature to the one set forth by this Agreement.
Services, and all content, materials and other information provided by Intraverse or otherwise accessible to the Client in connection with this Contract, are provided “as is” and Intraverse, and their respective affiliates and suppliers make no warranty of any kind (and disclaim all warranties of any kind) with respect to the foregoing, whether express or implied, and specifically disclaim the warranties of merchantability, fitness for a particular purpose, and non-infringement, in each case to the maximum extent permitted under the applicable law.
Without limiting the foregoing, Intraverse makes no warranty that the Services will meet the Client’s requirements or be available on an uninterrupted, secure, or error-free basis.
Intraverse makes no warranty regarding the quality of the Services regardless of whether any remedy set forth herein fails of its essential purpose or otherwise, in no event will Intraverse or its suppliers be liable to the Client or to any third party under any tort, contract, negligence, strict liability or other legal or equitable theory for any lost profits, lost or corrupted data, computer failure or malfunction, interruption of business, or other special, indirect, incidental or consequential damages of any kind arising out of the use or inability to use the Services, even if Intraverse has been advised of the possibility of such loss or damages and whether or not such loss or damages are foreseeable.
The Client agrees that Intraverse will have no liability whatsoever for any use the Client makes of Services. The Client agrees to indemnify and hold harmless Intraverse from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from its use of the Services or Client’s breach of this Contract.
In connection with the provision of the Platform, Intraverse undertakes to apply appropriate technical and organisational measures to ensure the timely and accurate fulfilment of all applicable privacy and personal data processing obligations in accordance with the applicable laws and regulations.
This Agreement shall be governed by and construed in accordance with the laws of Switzerland.
Any dispute, claim or demand arising out of or relating to this Agreement, or to its breach, termination or validity, shall be submitted to the exclusive jurisdiction of the Court of Lugano.
The Contract is the complete and exclusive agreement between Intraverse and the Client with respect to the subject matter hereof and supersedes any other written or oral arrangements and/or agreements between the Parties.
