Terms of Services
These “Terms and Conditions” last material update was made on: 14.04.2022.
HADEM app (“HADEM Platform”) allows you to navigate and interact within a virtual environment, and enjoy curated art, design and entertainment related content that is made available free of charge to you by Valuart SAGL (“Valuart”).
By clicking the “Sign Up” button, completing the account registration process and using the HADEM Platform or Valuart’s services, you confirm that you understand and agree to these terms and conditions, together with any documents that may be expressly referred to and are incorporated by reference (“Terms”). If you do not agree with all of the provisions of these terms, you are prohibited from accessing, using, or transacting on the Site or HADEM Platform.
These Terms constitute a legal agreement between you and Valuart and govern your access to and use of the HADEM Platform, including any content, functionality, and services offered on or through Valuart/ HADEM Platform (the “Site”).
Valuart reserves the right to change or modify these terms at any time and at our sole discretion. You agree and understand that by accessing or using the HADEM Platform and the Site following any change to these Terms, you are regarded as having agreed to the revised Terms.
In these Terms:
“Applicable Law”: any law, rule, statute, subordinate legislation, regulation, by-law order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time which applies to or is otherwise intended to govern or regulate any person (including all parties to this Terms), property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any governmental or regulatory authority;
“Underlying Artwork” means, without limitation, any art, designs, drawings, prints, images in any form or media logos, taglines, drawings, audio files, collectibles, memorabilia or game assets that may be associated with any digital file that may be owned by third-party licensors and that is displayed in any form in the HADEM Platform;
“we/us/our” means Valuart;
“you/your/User” means any user of the HADEM Platform.
Valuart has sole and absolute discretion to allow or disallow your access to the HADEM Platform.
By agreeing to these Terms, you represent and warrant that:
(i) You have the full right, power, and authority to agree to these Terms;
(ii) You are not subject to any financial sanctions, embargoes or other restrictive measures imposed by the United Nations, European Union, any EU country, UK Treasury or US Office of Foreign Assets Control (OFAC), or any governmental authority in any jurisdiction in which the HADEM Platform is available;
(iii) You are not a citizen or resident of any of the following countries: Belarus, Central African Republic, Côte d’Ivoire (Ivory Coast), Cuba, Democratic Republic of the Congo, Iran, Iraq, Lebanon, Liberia, Libya, Myanmar (Burma), North Korea, Somalia, Sudan, Syria, Zimbabwe.
(iv) You are not impersonating any other person;
(v) You will not use the HADEM Platform if any Applicable Laws in your country prohibit you from doing so in accordance with these Terms;
(vi) You are compliant with all Applicable Laws to which you are subject;
(vii) You have read, understood and agreed to our Privacy Notice.
4. HADEM Platform Account
You must create an account (“Account”) to use the HADEM Platform, and provide your name, username and email address.
We may, in our sole discretion, require you to provide further information and/or documents at any stage during your use of the HADEM Platform. We may, in our sole discretion, refuse, decline, suspend or disable your access or use of the HADEM Platform.
5. Changes to the HADEM Platform
We may in our absolute and sole discretion change, update, amend, remove, or discontinue any part of the Site, the services and the Content at any time without prior notice to you.
6. Your Use of the HADEM Platform and Conduct
We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site and Content. Our grant of such license is subject to the following conditions. You undertake not to (and shall not, knowingly or otherwise, authorize, allow or assist any other party to):
(i) Use the HADEM Platform, Site, or your Account to conduct electronic spamming or otherwise distribute any unsolicited or unauthorized advertising, promotional or marketing material, junk or chain messages;
(ii) Use the HADEM Platform, Site, or your Account to perform unlawful activities that violates any Applicable Laws (including but not limited to money laundering, terrorism financing and/or fraudulent activities) or immoral activities;
(iii) Use the HADEM Platform, Site, or your Account to engage in any activity which operates to defraud Valuart, other users, or any other person, or to provide any false, inaccurate, or misleading information to Valuart;
(iv) Use the HADEM Platform, Site, or your Account to upload content that contains or is infected with viruses, malicious codes, Trojan horses, is immoral or illegal or contains any other harmful or deleterious program;
(v) Modify or adapt the whole or any part of the HADEM Platform and Site or incorporate the Site into any other program or application;
(vi) Disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code, object code, underlying concepts, ideas and algorithms of the Site or any components thereof;
(vii) Use the HADEM Platform, Site, or your Account in any manner that would lead to infringement of our, our Affiliates’ or any third party’s intellectual property rights, including without limitation any copyright, patent or trademark. You undertake not to take or attempt to take any action or claim ownership of any property that infringes or would infringe upon our intellectual property interests;
(viii) Use the HADEM Platform, Site, or your Account in a way that could damage, disable, impair or compromise the Site or the provision of the HADEM Platform or interfere with other users or affect the reputation of Valuart;
(ix) To take any action to gain or attempt to gain unauthorized access to the account or wallets of other users;
(x) Take any action that imposes an unreasonable or disproportionately large burden or load on the Valuart infrastructure (including, but without limitation to our servers, networks, data centres and related or like equipment) and detrimentally interfere with, intercept or expropriate any system, data or information belonging to other users of the HADEM Platform;
(xi) Engage in any other activities deemed inappropriate by us or which is in contravention of these Terms or any Applicable Laws;
(xii) Provide false, inaccurate, incomplete or misleading information to Valuart or any of its Affiliates or third-party services providers; and/or
(xiii) Use the HADEM Platform, Site, or your Account to engage in any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance.
7. User Content
The HADEM Platform may allow users to create a profile where they can share information about themselves and collect personalized skins for their avatar (“User Content”).
Any information you share on the Site as a user will be considered non-confidential. By providing any User Content on the Site, you grant us and our affiliates and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, retransmit, publish, broadcast, and otherwise disclose to third parties any such material for any purpose. You represent and warrant that (1) you own and control all rights in and to your User Content and have the right to grant such licenses to us and our affiliates and our respective licensees, successors, and assigns; and (2) all of your User Content do and will comply with these Terms.
You understand and agree that you are responsible for any User Content you submit or contribute, and you, and not Valuart, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content, accuracy, or appropriateness of any User Content posted by you or any other user on the Site.
We reserve the right, in our absolute sole discretion, to prohibit you from uploading any information to the Site. We are not required to monitor any User Content, but we may, in our sole discretion, remove any User Content at any time and for any reason without notice. Valuart may monitor the User Content to detect and prevent fraudulent activity or violation of these Terms.
8. Intellectual Property
Unless otherwise indicated by us, and except to the extent of the User Content, the Site, all content, and other materials contained therein, including, without limitation, the Valuart logo, Underlying Artworks, and all designs, text graphics, pictures, information, data, software, and files relating to the HADEM Platform (the “Content”) are the proprietary property of Valuart or our affiliates, licensors, or users, as applicable.
The Valuart logo and any HADEM Platform product or service names, logos, or slogans that may appear on the Site or elsewhere are the proprietary property of Valuart or our affiliates, licensors, or users, as applicable, and may not be copied, imitated or used, in whole or in part, without our prior written permission.
Unless otherwise stated, you may not use any Content without our express written permission. We reserve the right to suspend or terminate with immediate effect any Account that has actually or allegedly infringed upon any person’s intellectual property rights.
9. Rights attached to the Underlying Artworks
Apart from the Content, all other copyrights, trademarks, product names, and logos on the Site relating to and including the Underlying Artworks and User Content, are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable intellectual property right owner.
You acknowledge and agree that Valuart (or, as applicable, its licensors) owns all legal rights, titles and interest in and to the Underlying Artwork and Content, and all intellectual property rights therein.
10. Data Protection / Privacy
By using the HADEM Platform, you confirm that you have read and understood our Privacy Notice and understand how we collect, use, disclose and share amongst ourselves your Personal Data and disclose such Personal Data to our authorised service providers and relevant third parties. We will only share your Personal Data in order to facilitate and administer your use of the HADEM Platform or otherwise if required by law. For full and comprehensive information about when and why we collect personal information about you, how we use it, the conditions under which we may disclose it and how we keep it secure, please refer to our Privacy Notice, which is accessible at: valuart.com/privacy
We reserve the right at any time to satisfy our internal requirement as to your Personal Data (for example, by requesting relevant original documents) including for the purposes of preventing fraud and/or anti-money laundering and counter-terrorist financing purposes.
11. Limitation of Services / Account Closure / Termination
We reserve the right, without notice and in our sole discretion, to terminate or suspend your access to or use of the Site and any Content and/or close your Account, at any time for any reason but in particular, if we suspect in our sole discretion that
(i) your Account is being used for illegal activity;
(ii) you have concealed or provided false information;
(iii) you have engaged in fraudulent activity; and/or
(iv) you have engaged in activity in violation of these Terms.
You understand and agree that your access and use of the HADEM Platform is subject to certain risks and that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself. Valuart does not give any advice or recommendations regarding the Content. You understand and agree that you access and use the HADEM Platform at your own risk. You understand and agree that Valuart will not be responsible for any communication failures, disruptions, errors, or distortions you may experience when using the the HADEM Platform. The User agrees and acknowledges that Valuart is not a fiduciary nor owes any duties to any User of the platform.
Valuart may engage in promotion of the Content and User Content, including without limitation their Underlying Artworks, through various communications channels such as their social media accounts. Valuart is not responsible for any such communications and/or promotional activities carried out by third parties and will not be liable to you in relation to any such communications and/or promotional activities.
Notwithstanding indicators and messages that suggest verification, Valuart makes no claims about the identity, legitimacy, or authenticity of assets on the HADEM Platform.
Except as expressly provided to the contrary in writing by Valuart, the Site, content contained therein, and the Underlying Artworks displayed therein are provided on an “as is” and “as available” basis without warranties or conditions of any kind, either express or implied. Valuart (and its suppliers) make no warranty that the Site will (1) meet your requirements; (2) be available on an uninterrupted, timely, secure, or error-free basis; or (3) be accurate, reliable, complete, or safe. Valuart makes no representations or warranties, express or implied, written or oral, made by or on behalf of Valuart in connection therewith, including any representations or warranties of title, non-infringement, functionality, merchantability, usage, security, suitability or fitness for any particular purpose, workmanship or technical quality of any Underlying Artwork, Content, User Content or software.
Valuart will not be liable for any loss of any kind from any action taken or taken in reliance on material or information contained on the Site. Valuart does not represent or warrant that any content on the Site is accurate, complete, reliable, current or error-free.
While Valuart attempts to make your access to and use of the Site and content safe, Valuart does not represent or warrant that the Site, content, any Underlying Artworks displayed on the Site or any other part of the Site or HADEM Platform are free of viruses or other harmful components. We cannot guarantee the security of any data that you disclose online. You acknowledge and accept the inherent security risks of providing information and dealing online over the Internet. We will not be responsible for any breach of security unless it is due to our gross negligence.
We will not be responsible or liable to you for any loss and take no responsibility for, and will not be liable to you for, including but not limited to, any losses, damages, or claims arising from: (1) user error such as if you forget your password(s); (2) server failure or data loss; (3) corrupted wallet files.
TO THE FULLEST EXTENT PROVIDED BY LAW, VALUART HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SITE AND CONTENT CONTAINED THEREIN. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
14. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL VALUART OR VALUART PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SITE, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF VALUART OR VALUART PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF THE SITE, PRODUCTS OR THIRD-PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE INCURRED BY YOU OR YOUR PROPERTY OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF VALUART ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS AND USE OF THE SITE, CONTENT, UNDERLYING ARTWORKS OR ANY PRODUCT OR SERVICES ON THE SITE EXCEED EUR 1000. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF VALUART FOR PERSONAL INJURY CAUSED BY VALUART’S NEGLIGENCE OR ANY INJURY CAUSED BY VALUART’S FRAUD OR FRAUDULENT MISREPRESENTATION.
You affirm that you are aware and acknowledge that Valuart is a non-custodial service provider and has designed the HADEM Platform to be directly accessible by the Users without any involvement or actions taken by Valuart or any third-party.
To the fullest extent permitted by Applicable Law, you agree to indemnify, defend and hold harmless Valuart and our past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively the “Valuart Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Site and/or Content (b) your breach of these Terms, and (c) your breach or violation of the rights of a third party, including another user or third party service provider. You agree to promptly notify Valuart of any third party Claims and cooperate with the Valuart Parties in defending such Claims. You further agree that the Valuart Parties shall have control of the defense or settlement of any third party Claims.
THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES THAT MAY BE SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND VALUART.
The HADEM Platform or Site may include hyperlinks to other websites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. 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 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 materials on, or made available from, any External Sites.
16. Amendment and Variation
These Terms may from time to time be updated or amended. We will post any such updates on the Site. Such updated Terms as posted will take effect immediately unless otherwise indicated. You should regularly check the Site to inform yourself of any such changes. In addition, we may at any time change, add or remove any feature or functionality of the Site without prior notice. By continuing to use the HADEM Platform and/or the Site after any such changes have taken effect, you are indicating your acceptance of the updated or amended Terms as well as your acceptance of the updated Site. If you do not wish to be bound by any changes or amendments to these Terms then you should stop using the HADEM Platform and Site immediately.
17. Transfer, Assignment or Delegation
Unless otherwise stated herein, these Terms, and any rights and obligations and licenses granted hereunder, are limited, revocable, non-exclusive and personal to you and therefore may not be transferred, assigned or delegated by you to any third-party without our written consent, but may be transferred, assigned or delegated by us without notice and restriction, including without limitation to any of the entities within the Valuart group, or to any successor in interest of any business associated with the HADEM Platform. Any attempted transfer or assignment in violation hereof shall be null and void.
If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of these Terms and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. Such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any Applicable Laws.
19. Entire Agreement
These Terms constitute the entire agreement between the parties regarding its subject matter and supersedes and invalidates all other prior representations, arrangements, understandings, and agreements relating to the same subject matter, (whether oral or in writing, express or implied). Each party acknowledges that in agreeing to these Terms it does not rely on any statement, representation, warranty, or understanding other than those expressly set out in these Terms.
These Terms are concluded in the English language and all communications including any notices or information being transmitted shall be in English. In the event that these Terms or any part of it is translated (for any proceedings, for your convenience or otherwise) into any other language, the English language text of these Terms shall prevail.
These Terms shall not be waived in whole or in part except where agreed by the parties in writing.
The delay of enforcement or the non-enforcement of any of the terms of these Terms by any party shall not be construed as a waiver of any of the other rights of that party arising out of the breach or any subsequent breach of any of these Terms and no right, power or remedy conferred upon or reserved for any party in these Terms is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.
21. Third Party Rights
Other than the entities within the Valuart group, a person who is not a party to these Terms has no right to enforce any of these Terms.
22. Governing Law and Jurisdiction
These Terms are governed by and shall be construed in accordance with the laws of Switzerland without regard to any choice or conflict of laws rules. Any dispute, controversy, or claim, whether contractual or non-contractual, arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, or any other issue which shall arise in virtue of these Terms, shall be referred to and finally settled by arbitration administered by the ICC International Court of Arbitration under the rules in force when the notice of arbitration is submitted. The law of this arbitration clause shall be Swiss law. The seat of arbitration shall be in Switzerland The number of arbitrators shall be one. The arbitration proceedings shall be conducted in the English language.