Terms and Conditions - GamersXP

1. Introduction These Terms of Service Terms constitute a legally binding agreement between EXP Gaming Technologies Ltd (Company Registration No. HE 424601) (GamersXP, we, us) and any individual or entity (you, User) who accesses o r uses the GamersXP platform and application (XPREWARD). By accessing or using XPREWARD, including its smart contracts or website, you agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or legal entity, you represent that you have the authority to bind such entity. If you do not have such authority or do not agree to these Terms, you may not access or use XPREWARD. 2. Overview of XPREWARD XPREWARD is a software application built on the Overwolf platform (https://overwolf.github.io/) that interacts with real-time game data. It utilizes smart contracts deployed on the Ethereum blockchain to reward users with GamersXP Tokens (GMXP) for completing quests in supported games. 3. Acceptance of Terms PLEASE READ THESE TERMS CAREFULLY BEFORE USING XPREWARD, THE SMART CONTRACTS, OR THE WEBSITE. By using any part of the service, you acknowledge and agree to be bound by the entirety of these Terms, including any modifications. If we have executed a separate written agreement with you, that agreement will supersede these Terms in case of conflict. 4. Restrictions 4.1 Age Requirement You may only use XPREWARD if you are at least 18 years old. By using the platform, you represent and warrant that you meet this age requirement. 4.2 Prohibited Activities You agree not to engage in any of the following prohibited activities: a. Use of Unauthorized Software Do not use exploits, automation tools, bots, mods, or any unauthorized third-party software intended to alter, interfere with, or gain an unfair advantage in the XPREWARD service, including smart contracts, NFTs, or game experiences. Modification of any XPREWARD files or code is strictly prohibited without GamersXPs express written permission. b. Disruption of Services Do not engage in activities that disrupt, interfere with, or harm the integrity or performance of the XPREWARD service, including attacking servers, networks, or other infrastructure. c. Unauthorized Access Do not attempt to gain unauthorized access to any accounts, systems, networks, or data related to the XPREWARD platform. This includes attempting to breach another users account or circumventing any security features. 5. Smart Contracts and Token Rewards 5.1 Blockchain Integration XPREWARD operates on the Ethereum blockchain and leverages uniquely developed smart contracts to facilitate its gaming rewards ecosystem. These smart contracts are used to validate gameplay activities and automatically distribute GamersXP Tokens (GMXP) as rewards for completing eligible quests. 5.2 Reward Mechanism By participating in approved gameplay activities through the XPREWARD platform, users may earn GMXP tokens. These tokens are distributed based on in-game performance and quest completion, as determined by data obtained via real-time integrations such as the Overwolf platform. 5.3 Token Availability GamersXP will issue a finite supply of GMXP tokens. The Company may, at its sole discretion, make certain quantities of these tokens available for public purchase, pre-sale offers, or rewards distribution through the XPREWARD application. 6. Games of Skill and Legal Compliance 6.1 Skill-Based Competitions Competitions and quests within the XPREWARD platform are based entirely on user skill. Rewards are earned through demonstrable gameplay achievements, not by chance. Players’ abilities and in-game performance directly determine reward outcomes. 6.2 No Gambling XPREWARD does not facilitate gambling. Under most legal definitions, gambling requires the presence of three elements: (i) chance, (ii) consideration, and (iii) a prize. As XPREWARD rewards are determined purely by skill and performance without randomization or betting, the platform does not fall under traditional gambling regulations in most jurisdictions. 6.3 Jurisdictional Limitations Some jurisdictions impose restrictions on skill-based competitions where participants pay entry fees or engage in monetary transactions. You are solely responsible for determining whether participation in such competitions is lawful in your jurisdiction. 6.4 User Responsibility By using XPREWARD, you acknowledge and confirm that: You are legally permitted to engage in skill-based gaming competitions under the laws of your local jurisdiction. You have conducted any necessary legal review or consultation to ensure your compliance with local laws and regulations. GamersXP assumes no responsibility for your failure to comply with applicable legal requirements in your location. 7. Authentication and Account Access 7.1 Web3Auth Integration To access and use the XPREWARD platform, all users are required to authenticate their accounts via Web3Auth. Web3Auth is a decentralized, non-custodial authentication protocol that enables users to log in securely using familiar social sign-in methods such as Google, Twitter, or email. 7.2 Decentralized Identity and Key Control By using Web3Auth, you retain full ownership and control of your cryptographic keys. Your private keys are never stored on centralized servers, ensuring the confidentiality and security of your digital identity in accordance with decentralized identity management principles. 7.3 Mandatory Authentication for Transactions All transactional actions on XPREWARD—including earning, purchasing, or transferring GMXP Tokens—require prior authentication through Web3Auth. If you do not complete this authentication process, you will not be able to access or engage with the services offered by the platform. 7.4 Duplicate Notices GamersXP emphasizes the importance of Web3Auth by restating the requirement for authentication across different user touchpoints. Users should expect to be reminded of this requirement when attempting to interact with critical platform features. 8. User Responsibilities and Security 8.1 Accurate Registration Information You are required to provide accurate, current, and complete information when registering an account on XPREWARD. By creating an account, you confirm that all details submitted are truthful and up to date. You also agree to promptly update your information as necessary to maintain its accuracy. 8.2 Account and Wallet Security You are solely responsible for maintaining the security of your account, Web3Auth wallet, any connected Ethereum wallets, and associated email accounts. GamersXP is not liable for any loss or damage resulting from your failure to adequately secure your access credentials. 8.3 Prohibition on Account Sharing You may not share, transfer, or allow others to access your account. Sharing login credentials or access to your Web3Auth or wallet with any third party is strictly prohibited. 8.4 Notification of Unauthorized Access You must immediately notify GamersXP at hello@gamersxp.io if you suspect any unauthorized use of your account or any known or suspected security breaches, including loss, theft, or unauthorized disclosure of your password or login credentials. 8.5 User Liability You understand and agree that you are fully responsible for all activities conducted under your account, regardless of whether you personally performed them. GamersXP disclaims responsibility for unauthorized activities resulting from your failure to maintain confidentiality of your login details. 9. Acceptance of Terms and Amendments 9.1 Binding Agreement By accessing or using XPREWARD, you agree to be bound by the most recent version of these Terms of Service. This constitutes a legally binding agreement between you and EXP Gaming Technologies Ltd. 9.2 Right to Modify Terms GamersXP reserves the right to update, revise, or modify these Terms at any time, at its sole discretion. Changes may be made without prior notice unless otherwise required by law. 9.3 Effective Date of Changes All amendments shall become effective immediately upon being published on the GamersXP website, unless a later date is specified. It is your responsibility to review the Terms periodically for any changes. 9.4 Continued Use as Acceptance Your continued use of XPREWARD following any modifications to the Terms constitutes your acceptance of the updated Terms. If you do not agree to the revised Terms, you must immediately discontinue use of the platform. 10. Data Storage and Communication 10.1 Storage of Game Data GamersXP reserves the right to store and process the contents and records of games and services conducted on the platform. This may include, but is not limited to, gameplay metrics, session data, and performance statistics. 10.2 Leaderboard and Analytics Display Aggregated data may be shared publicly through leaderboards, user statistics, and other features designed to enhance competition and transparency within the GamersXP community. All shared data will be anonymized where applicable and comply with data protection standards. 10.3 Marketing and Promotional Communication GamersXP may display advertisements within the XPREWARD application. Additionally, promotional content may be distributed to users who have explicitly opted in via email, Discord channels, or similar communication platforms. 10.4 Opt-Out of Promotional Messages Users may withdraw their consent to receive marketing communications at any time by following the opt-out instructions provided in the message or by adjusting their user preferences through the platforms settings. 11. Fees and Transactions 11.1 Blockchain-Based Transactions All financial transactions conducted within XPREWARD—whether purchasing, selling, or interacting with other users—are exclusively facilitated through the Ethereum blockchain and authenticated via Web3Auth. GamersXP does not control, manage, or reverse any transactions, nor does it retain custody over any user funds. 11.2 User Responsibility You acknowledge and accept full responsibility for your use of the Ethereum blockchain, including any public visibility of your Ethereum wallet address during transactions on XPREWARD. 11.3 Gas Fees Every transaction performed on the Ethereum network requires the payment of a transaction fee, commonly known as a “Gas Fee.” This fee compensates the decentralized network of computers validating blockchain transactions. Gas Fees are determined by Ethereum and fluctuate based on network activity. You are solely responsible for any applicable Gas Fees incurred through your use of XPREWARD. 11.4 Commissions In addition to the Gas Fee, XPREWARD may charge a transaction-based commission (the “Commission”) on specific activities, such as purchases or sales conducted through Smart Contracts. Commissions are automatically collected and transferred to GamersXP via the Ethereum network. The applicable Commission rate will be disclosed where relevant. 11.5 No Liability for Payment Failures GamersXP assumes no liability for failed, delayed, or incomplete transactions due to blockchain congestion, wallet misconfiguration, third-party wallet software errors, or any other causes beyond GamersXPs reasonable control. 12. Token Sale Terms 12.1 Acceptance of Token Terms By purchasing or acquiring GMXP tokens, whether through pre-sale, public sale, or secondary markets, you agree to be legally bound by these Token Terms and any applicable supplemental agreements, including the GamersXP Privacy Policy and Terms of Use. 12.2 Token Utility and Purpose GMXP tokens are issued solely for use within the XPREWARD ecosystem. They are utility tokens intended to unlock access to platform features, services, and gameplay-related rewards. Tokens are not designed or promoted as financial instruments, investments, or securities. 12.3 No Guarantee of Future Value or Use GamersXP makes no representations or warranties regarding the value, liquidity, or future usability of GMXP tokens. Token functionality within XPREWARD may evolve, be limited, or cease at GamersXPs discretion. 12.4 Pre-Sale Terms a. GamersXP may conduct pre-sales or early-access sales of tokens, with or without bundles or in-game incentives. b. All pre-sale purchases are final and non-refundable. c. GamersXP may request your wallet address or require account registration before token delivery. d. While reasonable efforts will be made to deliver tokens by any specified delivery date, timing may vary due to technical or operational delays. 12.5 Public Sale Terms a. Tokens sold during public sales are subject to the same non-refundability terms. b. Full payment must be made at the time of purchase in the approved digital currency or method. c. You may be required to connect a compatible digital wallet (e.g., via Web3Auth) for receipt of your tokens. 12.6 Secondary Market Transactions If you transfer GMXP tokens on a third-party marketplace or wallet platform, GamersXP assumes no responsibility for those transactions or any related fees or risks. If GamersXP supports a native marketplace, fees may apply. 12.7 Purchase Preconditions a. Token delivery will not occur until full payment is confirmed and verified. b. You are solely responsible for sending payments to the correct GamersXP wallet address. c. If any payment is reversed or invalidated, you must immediately return any associated tokens. 12.8 Title and Risk Risk of loss and title for tokens transfers to you upon issuance to your designated digital wallet. If you lose access to your private keys or seed phrase, GamersXP cannot assist in recovery or replace lost tokens. 12.9 Refund Policy Refunds, if ever applicable, will be made in the same currency used for the initial purchase, or at GamersXPs option, in EURO at the tokens original purchase value at the time of sale. 12.10 Gameplay Use Tokens may be used within XPREWARD for enhanced features or services. GamersXP does not guarantee uninterrupted access or availability of gameplay functionality. 13. Termination and Acknowledgments 13.1 Termination for Cause a. These Token Terms may be terminated immediately by GamersXP if you breach any warranties outlined in Section 14 (Purchaser Warranties) or violate these Terms. b. Either party may terminate these Terms if the other party materially breaches its obligations and fails to cure such breach within 30 days after receiving written notice. 13.2 Effect of Termination Termination does not affect rights and obligations accrued prior to termination. Upon termination, you must cease all use of GMXP tokens in connection with XPREWARD and any associated services. 13.3 Acknowledgments By acquiring GMXP tokens, you acknowledge and agree that: a. Tokens are provided solely for access and use within the XPREWARD platform. b. GamersXP does not offer tokens as speculative investments or financial instruments. c. Tokens may fluctuate in value and may lose all value at any time. d. You assume all risks associated with purchasing, storing, and using tokens, including technical failures or market volatility. e. You are solely responsible for evaluating the legal, regulatory, and tax implications in your jurisdiction. f. You understand that ownership of tokens is contingent on your exclusive control over the private keys of your digital wallet. g. GamersXP makes no promises regarding the continued utility, market access, or resale value of any token. h. Any services provided by GamersXP in relation to tokens are limited in scope and do not constitute financial advice or fiduciary responsibility. 14. Warranties and Indemnification 14.1 GamersXP Warranties GamersXP represents and warrants that: a. It owns or holds a valid license for all Intellectual Property Rights associated with the GMXP tokens. b. It is legally entitled to offer and sell the tokens. c. Reasonable efforts will be made to deliver any pre-purchased tokens within the estimated delivery time. 14.2 Purchaser Warranties By acquiring GMXP tokens, you represent and warrant that: a. You are sufficiently knowledgeable and experienced to understand the risks of purchasing, storing, and using tokens. b. You are authorized under applicable law in your jurisdiction to purchase and use the tokens. c. All information you provide to GamersXP is true, current, and accurate. d. The digital wallet you nominate is secure and under your exclusive control. e. You are not involved in any legal proceedings or disputes related to tokens. f. Funds used to acquire tokens are from lawful sources and not derived from illicit activities. g. You are the legal owner of any nominated wallet and act on your own behalf. h. You have not experienced any insolvency-related event. i. You have had the opportunity to seek independent legal advice before entering into this agreement. 14.3 Continuous Warranties All purchaser warranties listed above are deemed to remain true and accurate throughout the duration of this agreement and will be reaffirmed each time you acquire or use tokens under these Terms. 14.4 Notification Obligation You must promptly notify GamersXP if you become aware of any circumstance that would make any of your warranties untrue or misleading. 14.5 Mutual Warranties Each party represents and warrants that: a. If a company, it is validly incorporated and exists under the laws of its jurisdiction. b. These Terms constitute a legally binding agreement enforceable by law. 14.6 Indemnification by User You agree to fully indemnify, defend, and hold harmless GamersXP and its personnel from any claim, liability, damage, loss, or expense (including legal fees) arising from: a. Any breach by you of these Terms or the Purchaser Warranties. b. Any unlawful act or omission by you in relation to the tokens or your use of the XPREWARD platform. This indemnity applies to the fullest extent permitted by law. 15. Limitation of Liability 15.1 General Limitation Except in cases of gross negligence, fraud, or willful misconduct, GamersXP shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to loss of profits, goodwill, use, data, or other intangible losses resulting from: a. Your access to or use of (or inability to access or use) the XPREWARD platform or tokens; b. Any conduct or content of any third party on the platform; c. Unauthorized access, use, or alteration of your transmissions or content; d. Errors, mistakes, or inaccuracies in any services or content provided. 15.2 Third-Party Services Disclaimer GamersXP shall not be liable for the performance, acts, omissions, or errors of third-party services or decentralized networks beyond its reasonable control, including but not limited to: a. Blockchain networks (e.g., Ethereum, Layer 2 roll-ups); b. Payment gateways, custodians, market makers, or price feed services; c. Delivery providers, internet service providers, or cloud platforms. 15.3 No Liability for Consequential Damages Under no circumstances will either party be liable to the other for any consequential, incidental, indirect, punitive, or special damages, including loss of revenue, profits, or anticipated savings, even if advised of the possibility of such damages. 15.4 Liability Cap To the maximum extent permitted by law, the total cumulative liability of GamersXP under these Terms shall not exceed the total amount you paid directly to GamersXP for the purchase of tokens. GamersXP shall not be liable for any amount exceeding this cap. 16. Compliance with Laws 16.1 User Responsibility You are solely responsible for complying with all applicable laws, regulations, and rules in your jurisdiction relating to: a. Access to and use of the XPREWARD application, services, and tokens; b. Holding, transferring, or trading any digital assets, including GMXP tokens; c. Participation in any gameplay, quests, or competitions that may be considered skill-based or otherwise. 16.2 No Monitoring or Legal Advisory Duties GamersXP does not undertake, and expressly disclaims, any duty to: a. Monitor or ensure your compliance with the legal requirements of your jurisdiction; b. Advise you on any legal, tax, or regulatory consequences arising from your use of the platform or purchase of tokens. 16.3 User Declaration By using XPREWARD or purchasing tokens, you declare that: a. You are not subject to any sanctions, restrictions, or legal prohibitions that would prevent you from using the services; b. Your participation is lawful under the laws of your jurisdiction; c. You are not a resident of or accessing the services from a restricted country or region. 17. General Conditions 17.1 Taxes a. All prices for transactions on XPREWARD (including the Purchase Price of Tokens) are inclusive of applicable sales taxes, unless stated otherwise. b. If additional taxes are applicable under the laws of your jurisdiction, you agree to pay them and notify us accordingly. c. Each party is solely responsible for their own tax obligations arising from use of the services, including capital gains, income tax, or other related taxes. d. GamersXP shall not be liable for any tax-related claims or liabilities incurred by users. 17.2 Notices a. Notices, consents, approvals, and other communications under these Terms must be in writing and in English. b. We may deliver notices to you via email, through the XPREWARD interface, or by publishing them on our website. c. Notices are deemed received within 24 hours of transmission unless a bounce/rejection message is received. d. You must promptly notify us of any changes to your contact information. 17.3 Amendments GamersXP reserves the right to amend these Terms at any time in its sole discretion. Updates take effect immediately upon publication on our website. Continued use of the platform constitutes acceptance of the revised Terms. 17.4 Waiver No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. A delay or failure to enforce any right does not constitute a waiver. 17.5 Assignment a. These Terms are binding on the parties and their successors and permitted assigns. b. You may not assign or transfer your rights under these Terms without our prior written consent. c. We may assign or transfer our rights under these Terms without notice or consent. 17.6 Severability If any provision of these Terms is held to be invalid or unenforceable, it will be severed or modified to the minimum extent necessary, and the remaining provisions will continue in full force. 17.7 Entire Agreement These Terms constitute the full agreement between you and GamersXP and supersede any prior discussions, representations, or agreements. 17.8 Relationship Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. 17.9 Governing Law and Jurisdiction These Terms are governed by the laws of the Republic of Cyprus. All disputes shall be submitted to the exclusive jurisdiction of the courts of the Republic of Cyprus. 17.10 Force Majeure We shall not be liable for any delay or failure to perform due to causes beyond our reasonable control, including but not limited to natural disasters, war, terrorism, cyber-attacks, or regulatory restrictions. 18. Definitions For the purposes of these Terms, the following capitalized terms have the meanings set out below: Business Day: Any day other than Saturday, Sunday, or a public holiday in the Republic of Cyprus. Claim: Includes any claim, demand, action, proceeding, litigation, investigation (whether present, future, or contingent), based in contract, tort, statute, or otherwise, and includes any associated Loss. Confidential Information: i. Any non-public information related to a party business, including products, fees, operations, technology, or strategies. ii. Negotiations and terms relating to these Terms. Excludes: iii. Information that is publicly known (unless due to a breach), or iv. Information lawfully known by the recipient prior to disclosure. Corporations Act: Refers to the Corporations Act 2001 (Cth), where applicable. Digital Currency: Cryptographically secured virtual currency or asset deemed acceptable for payment or transactions by GamersXP. Digital Wallet: A Web3Auth-enabled wallet, address, or storage location approved by GamersXP for token delivery or transactions. Intellectual Property: All intellectual and industrial property rights (registered or unregistered) including but not limited to copyrights, patents, trademarks, designs, domain names, know-how, and trade secrets. Intellectual Property Rights: i. Any current or future rights in inventions, designs, software, trade secrets, and any outputs of intellectual effort. ii. Includes rights to register, enforce, renew, and assign such rights worldwide. Loss: Any loss, damage, liability, cost, or expense, including legal fees. Marketplace: Any digital platform, exchange, or wallet that enables the purchase, sale, or transfer of Tokens and verifies token ownership cryptographically. Own: Means holding Tokens recorded on a blockchain and being in control of the private key for the associated Digital Wallet. Personnel: Any employees, contractors, agents, directors, officers, or representatives of either party. Privacy Policy: The current privacy policy available on the GamersXP website. Purchase Price: The price payable for Token(s) or bundles, expressed in Digital Currency or fiat. Token: GMXP or any other digital asset issued by GamersXP, residing on a blockchain, representing utility, value, or access. Token Terms: Sections 22–30 of these Terms, which govern the purchase, use, and ownership of Token(s). Your Jurisdiction: The legal jurisdiction in which you reside or from which you access or enter into agreements with GamersXP. Website: The official GamersXP website located at https://gamersxp.io or any other domain operated by EXP Gaming Technologies Ltd. Website Terms: Any additional terms and conditions posted on the Website, as updated from time to time. XPREWARD: The GamersXP application and its associated interfaces, including the blockchain-based reward system and platform. Disclaimer GAMERSXP DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO: WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, SYSTEM INTEGRATION, TITLE, NON-INFRINGEMENT, AND/OR QUIET ENJOYMENT. All services provided by GamersXP are offered strictly “as is” and “as available.” Except as expressly stated in these Terms: You acknowledge that GamersXP makes no warranties under this agreement for the benefit of any end user. GamersXP obligations under this agreement are solely for your benefit, not for any third party. By entering into this agreement, you confirm that: You have not relied on any representations or warranties from GamersXP or its affiliates, other than those expressly stated in this agreement. GamersXP does not guarantee that access to its services will be continuous, uninterrupted, timely, or error-free. Malware & Security Notice GamersXP does not guarantee that files available for download from its website are free from viruses or other harmful code. You are solely responsible for: Implementing adequate safeguards (e.g., antivirus software), Ensuring data accuracy and integrity, and Maintaining backup systems for data recovery in case of loss. Account Security Responsibility When creating or managing your account with XPREWARD via Web3Auth: You are solely responsible for the confidentiality of your authentication credentials (e.g., social login, OAuth passwords). You must not share your credentials with others. You must notify GamersXP immediately of any unauthorized access or security breaches. Limitation of Liability GamersXP cannot and will not be held liable for any losses or damages arising from your failure to comply with the security obligations outlined above.