Play-2-Farm Terms & Conditions

Play-2-Farm Terms & Conditions

Last Updated: May 24, 2024

IMPORTANT: PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

Introduction

Rivalry (BVI) Corp. (“Rivalry”, “we”, “us”, and “our”) owns and operates the Play-2-Farm Platform available at rivalry.com/token and rivalrytoken.xyz (collectively, the “PTF Platform”) that provides users who maintain an online betting account on rivalry.com (the “Website”) operated by Rivalry Limited or connect a compatible cryptocurrency wallet address an opportunity to earn, showcase, and otherwise receive collectible rewards (e.g., NUTZ) based on their activities on the PTF Platform and the Website (collectively, “Rewards”).

Terms that govern the PTF Platform, Rewards, and the Website

Access to and use of the PTF Platform and the Rewards available on and through the PTF Platform are subject to these terms & conditions (these “PTF Platform Terms”). Access to and use of the Website is and remains subject to the Terms & Conditions governing the Website. Your personal information will be collected, used, and disclosed in connection with your use of the PTF Platform and the Rewards pursuant to the terms of our Privacy Policy.

Acceptance of these PTF Platform Terms

Please read these PTF Platform Terms carefully. These PTF Platform Terms constitute a legal agreement between Rivalry and each user of the PTF Platform and the Rewards. By accessing or using the PTF Platform or acquiring, using or receiving any Rewards, you confirm your agreement to accept and be bound by these PTF Platform Terms, as they may be amended from time to time, with respect to your access to and use of the PTF Platform and associated Rewards.

Minors

The PTF Platform and any Rewards associated with the PTF Platform are not intended for those under the age of majority in the jurisdiction of residence (i.e., minors). If you are a minor, you may not use the PTF Platform and are not eligible to acquire, use or receive any Rewards. We do not knowingly collect information from or direct any of our content to minors. If we learn or have reason to suspect you are a minor, you will not be permitted to continue to access or use the PTF Platform or receive or retain any Rewards and we retain the right to block your account in our sole discretion. 

Potential to Receive Rewards

Your ability to receive Rewards will be determined in Rivalry’s sole discretion. You understand and agree that your ability to receive Rewards may be determined by factors that include but are not limited to:

• whether you have a betting account on the Website;
• whether the betting account you have on the Website is in good standing; and
• whether you are in compliance with these PTF Platform Terms and the Terms & Conditions governing the Website.

Details with respect to opportunities to receive Rewards will be made available from time to time on the PTF Platform at the sole discretion of Rivalry. Additional terms and conditions relating to such opportunities and Rewards may apply. 

The PTF Platform may in the future allow you to receive, and redeem utilities and benefits in the form of fungible digital assets (each, a “Token”) in exchange for your Rewards. The Tokens may be made available via one or more blockchain networks. Rivalry does not have control over any blockchain networks, and aside from transferring control of the Tokens to you, Rivalry has no control over the transfer, storage, or ownership of the Tokens. 

Rivalry may, in our sole discretion, adjust the time, manner, and rate at which you may acquire, receive, use, or accumulate Rewards or Tokens. Subject to compliance with applicable law, we may reverse Rewards or other utilities and benefits allocated to you or your betting account. The number of Rewards that you may be required to redeem in exchange for Tokens, utilities, and other benefits (i) will be subject to additional terms and conditions; and (ii) may be dynamic and subject to change depending on inventory and availability. 

If you connect your digital asset wallet(s) to the PTF Platform or any related site that permits the acquisition or transfer of Tokens, you accept and agree to be bound by these PTF Platform Terms and all of the terms and conditions applicable to your use of the digital asset wallet. When you link your digital asset wallet, you understand and agree that you are solely responsible and liable for maintaining the security of your digital asset wallet and your control over your private keys, any passwords, or other credentials relating to the access or use of your digital asset wallet. We are not responsible or liable for managing or maintaining the security of your digital asset wallet or for any unauthorized access to or use of your digital asset wallet including but not limited to total loss of all Tokens.

Ownership of Rivalry Property

When you acquire or receive Rewards or Tokens, those Rewards or Tokens may contain, depict, incorporate, or feature certain works, art, artwork, works of authorship, designs, images, videos, audio, recordings, content, creative materials, logos, trademarks, brands, and other intellectual property that is the property of Rivalry, its affiliates, and their respective licensors (collectively, “Rivalry Property”). You acknowledge and agree that Rivalry, its affiliates, and their respective licensors are and will remain the owners of all right, title, and interest in and to the Rivalry Property. Your access to and use of any Rivalry Property, including the acquisition or receipt of any Rewards, does not convey to you any right, title, or interest in or to the Rivalry Property. Other than as expressly set out in these PTF Platform Terms, you do not have any rights to the Rivalry Property, including any Rivalry Property that forms part of the Rewards that you acquire or receive. For avoidance of doubt, you understand and agree that:

• your acquisition or receipt of any Rewards does not give you any rights or licences in or to the Rivalry Property (including but not limited to copyright or other intellectual property rights in or to the Rivalry Property);
• you do not have the right, except as specifically set out in these PTF Platform Terms, to use, reproduce, distribute, publish, make available, transmit, exhibit, modify, adapt, commercialize, license, rent, lease, sell, or otherwise exploit any of the Rivalry Property without our prior written consent; and
• nothing in these PTF Platform Terms gives you any right to use or display any trademarks that are owned by Rivalry, its affiliates, or licensors.

License to Rewards for Personal Use

Subject to your compliance with these PTF Platform Terms, and any additional terms and conditions that apply to the Rewards you receive, Rivalry grants you a limited, worldwide, royalty-free, non-exclusive, non-transferable, and non-sublicensable right to use the Rewards that you acquire or receive for your personal and non-commercial use in connection with your access to and use of the PTF Platform, Website, and your betting account on the Website.

User Content

Certain features of the PTF Platform may permit users to amongst other things submit, upload, publish, broadcast, post, or otherwise transmit (collectively, “Post”) content, including messages, reviews, photos, comments, video, audio, recordings, data, text, and other works (collectively “User Content”). By Posting User Content to or via the PTF Platform, you grant Rivalry and its affiliates a worldwide, non-exclusive, royalty-free, full paid, transferable, and sublicensable right and license to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, adapt, modify for the purpose of formatting for display, create derivative works based on, make available, transmit, and distribute your User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed, as determined by Rivalry in its sole discretion.

You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. Rivalry disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the PTF Platform.

Restrictions and Code of Conduct

You agree that you will not, and will not permit any third party to do or attempt to do any of the following:

• modify the Rivalry Property that forms part of any Rewards you acquire or receive in any way; 
• use the Rivalry Property that forms part of any Rewards to advertise, market, or sell any third party product or service or to support any product, service, cause, or institution, without the prior written consent of Rivalry;
• use the Rivalry Property that forms part of any Rewards in connection with any initiative, project, event, or media that promotes or supports hatred, intolerance, violence, abuse, racism, sexism, cruelty, pornography, or anything else that could reasonably be viewed to constitute hate speech or that infringes, misappropriates, or violates the rights of others;
• submit, post, upload, publish, or make available any content that is defamatory, abusive, harassing, threatening, hateful, racist, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Rivalry in its sole discretion; is illegal, encourages or advocates for illegal activities; expresses or implies that any statements you make or actions you take are endorsed by us or that indicates that you are an employee or representative of Rivalry;
• rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available any Rivalry Property to any third party, other than as permitted under these PTF Platform Terms;
• copy, modify, adapt, translate, or create derivative works or improvements of the Rivalry Property;
• interfere, or attempt to interfere, with the Rivalry Property in any way, including to reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Rivalry Property, in whole or in part;
• engage in spamming, mailbombing, phishing, spoofing or any other fraudulent, illegal or unauthorized use of the Rivalry Property;
• remove, delete, obscure or alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the Rivalry Property;
• engage in or allow any action involving the Rivalry Property that is inconsistent with the terms and conditions of these PTF Platform Terms;
• create betting accounts for the Website or PTF Platform by automated means or under false or fraudulent pretenses; 
• damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Rivalry Property, including our provision of our products and services to any third party, in whole or in part;
• use the Rivalry Property in any manner or for any purpose that (i) infringes, misappropriates, or otherwise violates the intellectual property or other rights of Rivalry or any third party, or (ii) violates any applicable law;
• access or use the Rivalry Property for purposes of competitive analysis of the Rivalry Property, the development, provision or use of a competing service or product, or any other purpose that is to Rivalry’s detriment or commercial disadvantage; or
• otherwise access or use the Rivalry Property beyond the scope of the authorizations granted under these PTF Platform Terms.

By accessing or using the PTF Platform, you represent that you are not subject to any economic or financial sanctions or trade embargoes administered or enforced from time to time and are not a resident of a jurisdiction that is subject to economic or financial sanctions or trade embargoes administered or enforced from time to time. You acknowledge that you are aware of the rules of your jurisdiction and will not use the PTF Platform if such use is prohibited or otherwise violates applicable laws. 

We reserve the right to suspend or terminate your access to the PTF Platform and the Website if we determine, in our sole discretion, that you have not complied with the PTF Platform Terms.

If you, directly or indirectly, engage in any of the prohibited activities set out above we may, in our discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your betting account on the Website, restrict your access to the PTF Platform and/or delete or remove your Rewards or other utilities or benefits.

Disclaimers

You understand and agree that your access to and use of PTF Platform and any Rewards is at your sole risk and that Rivalry, its affiliates, and licensors provide access to and use of the PTF Platform and any Rewards on an “as is” and “as available” basis without warranties of any kind, whether express or implied, statutory or otherwise, and we specifically disclaim any implied warranty or merchantability, fitness for a particular purpose, title, and non-infringement or unavailability of the PTF Platform to the maximum extent permitted by law.

Without limiting the generality of the foregoing, Rivalry makes no warranty of any kind that Rivalry, the PTF Platform, the Rivalry Property, or any Rewards will meet your or any other person’s expectations or requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system, computer program, application, network, blockchain, or device, or be secure, accurate, complete, free from harmful code, or error-free.

Rivalry, its affiliates, and licensors do not assume risks or obligations beyond those expressly stated in these PTF Platform Terms in connection with your access to and use of the PTF Platform and acquisition or receipt of any Rewards. 

Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so some or all of the above disclaimers may not apply to you. 

Acknowledgment and Assumption of Risk

You acknowledge and accept the following:

• you are solely responsible for determining what, if any, taxes apply to your transactions. We are not responsible or liable for determining the taxes that apply to any of your transactions involving Rewards, Tokens or otherwise;
• nothing on or in connection with Rivalry qualifies or is intended to qualify, or is intended to be an offering of securities in any jurisdiction;
• nothing on or in connection with Rivalry constitutes an offer or an invitation to purchase stock, shares, securities, or other financial products;
• it is your sole responsibility to ensure that the acquisition or receipt of any Rewards complies with all applicable laws in your place of residence;
• neither the relationship between you and us nor the provision of the PTF Platform will give rise to any fiduciary or equitable duty which would oblige either us or our affiliates to accept responsibilities more extensive than those set out in these PTF Platform Terms or which would prevent either us or our affiliates from acting as principal or as agent for any person or entity in respect of any Tokens sold or purchased for your account in accordance with these PTF Platform Terms; and
• you assume all risks associated with using internet-based assets and we will not be responsible for any communication failures, disruptions, errors, distortions, or delays that you may experience when using the PTF Platform, Website, and Rewards you acquire or receive; 

Exclusion of Damages and Limitation of Liability

To the maximum extent permitted by applicable law, in no event will the Rivalry, its affiliates, or any of their respective directors, officers, employees, contractors, agents, representatives, licensees, licensors, successors, or assigns (collectively, the “Rivalry Parties”) be liable for any indirect, special, incidental, exemplary, punitive, or consequential damages, or losses suffered or incurred by you in connection with or related to:

• the PTF Platform, Rivalry Property, or the provision of Rewards, including loss of profits, loss of use, loss of data, loss of business, loss of goodwill or business reputation, or loss of economic advantage, howsoever arising;
• any service performed or action taken in connection with these PTF Platform Terms unless caused by our gross negligence, wilful default or fraud;
• us acting upon any instruction, notice, request, consent, confirmation, certificate or instrument received by us and reasonably believed by us to be genuine and given by you or any other person on your behalf;
• defects in the title of, or the validity or genuineness of, any Tokens or Rewards received by us or delivered by us or for any Tokens or Rewards held hereunder not being freely transferable or deliverable without encumbrance in any relevant market;
• changes in the markets relating to Tokens or Rewards including changes in the pricing, value or regulation of Tokens or Rewards; 
• delays in the completion of the sale or purchase of any Tokens or the failure to deliver or transfer any Tokens where such occurrence is for reasons beyond our reasonable control or, unless caused by our gross negligence, wilful default or fraud;
• to the extent they have not been received by us, the failure by us to pay you any Rewards; 
• any claims by third parties relating to the infringement of any Intellectual Property Rights contained or embodied in any Tokens;
• any fraudulent activity (other than our own fraud), computer misuse, computer hacking, theft or other dishonest appropriation of any Token;
• any failure of or malfunction or defect in any hardware, software or firmware used in connection with the arrangements for the security or holding of Tokens including any caused by viruses or other malware or from release updates;
• the services or the failure of the services provided by networks underpinning or supporting Tokens and underlying software related to Tokens, including any failure or default in the functionality, security, availability, verification, transferability, confirmation or completion of transactions submitted to such networks;
• our inability to cancel or reverse a transaction that has been submitted to any network underpinned or supported by distributed ledger technology and you agree that we will not in such circumstances subsequently be able to cancel or otherwise modify the transaction request; or
• as a consequence of any delay, partial or non-performance of our obligations under these PTF Platform Terms caused by reasons beyond our reasonable control or an event of force majeure including fires, strikes, floods, power outages or failures, acts of God or the state’s enemies, pandemics or epidemics, acts of any government, a breakdown or failure of any electronic communications or computer-based system or network, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of applicable law notwithstanding that you may have notified us of the same.

To the maximum extent permitted by applicable law, the Rivalry Parties’ total aggregate liability (for any reason other than gross negligence, fraud or wilful misconduct) for any losses arising under these PTF Platform Terms or in connection with your access to or use of the PTF Platform, Rivalry Property, or the Rewards shall, in respect of any one incident or series of incidents attributable to the same cause, be limited in aggregate to the corresponding net fees and charges paid by you in the 12 month period prior to the claim arising.

Indemnification

You agree that you will indemnify, defend, and hold harmless the Rivalry Parties from and against any and all claims, demands, damages, judgments, penalties, fines, costs, and expenses, including legal fees, and disbursements, incurred by any or all of the Rivalry Parties, relating to, arising from, or in connection with a third party claim, demand, action, or proceeding arising out of (a) your breach of these PTF Platform Terms; (c) your negligence, fraud, recklessness, or willful misconduct; (d) your use or exploitation of the Rivalry Property in a manner that is not authorized by these PTF Platform Terms; (e) your use or exploitation of any Rewards in a manner that is not authorized by these PTF Platform Terms; or (f) any uses, edits, translations, changes, amendments, modifications, adaptations, or derivative works made by you to the Rivalry Property that have not been authorized by Rivalry in writing.

Copyright Dispute Policy

If you believe that material or content that resides or is accessible on or through Rivalry infringes a copyright, please send a notice of claimed infringement to Rivalry by email at [email protected].

The notice must contain the following information: contact information about the claimant, including name, mailing address, and other particulars required to communicate with the claimant; identification of the work or other subject matter to which the claimed infringement relates; a description of the claimant’s interest or rights in or to the work or other subject matter; identification of the electronic location of the infringing material to which the claimed infringement relates, with sufficient detail so that Rivalry is capable of finding and verifying its existence; the date and time of the commission of the claimed infringement; and any other information that may be prescribed under applicable laws. 

The notice may not contain any of the following: an offer to settle the claimed infringement; a request or demand, made in relation to the claimed infringement, for payment or for personal information; any reference, including by way of hyperlink, to such an offer, request, or demand; or any other information that may be prescribed under applicable laws or regulations.

If the notice is not compliant with these requirements, Rivalry will have no legal or other obligation to take any action in relation to the claimed infringement.

If a proper bona fide infringement notice is received in accordance with these PTF Platform Terms, it is Rivalry’s policy to make commercially reasonable efforts to remove or disable access to the infringing material; notify the user that posted, submitted or uploaded the subject content that Rivalry has removed or disabled access to the material; and where Rivalry deems appropriate, discipline repeat offenders, in accordance with applicable laws, by suspending or terminating the offender’s access to or use of Rivalry, in whole or in part.

Complaints

If you have a complaint, please email Rivalry by email at [email protected].

We will endeavour to deal with your complaint as quickly as possible and, in any event, will respond to you within four weeks following our receipt of your complaint.

Modification of these PTF Platform Terms

We may, from time to time, change these PTF Platform Terms. Please check these PTF Platform Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use Rivalry. If you do not agree to the modified PTF Platform Terms, then you should remove your User Content and discontinue your use of the PTF Platform.

Notices and Other Communications

All correspondence, notices, certificates and/or statements of account (“Communications”) to be provided by us may be provided to you by whatever reasonable means we determine unless the method of delivery or service is otherwise specified by applicable law.

We may provide any Communication to you by email, or by instant messaging services and you specifically agree to receive and to be provided with any and all Communications relating to your account and your relationship with us electronically in such way.

Any notice, instruction or communication to be given by you to us under these PTF Platform Terms shall be in English and sent to [email protected] or another email address provided by us to you for such purposes.

A written notice given by you or us under the PTF Platform Terms shall be deemed to have been received by the other:

• if delivered by hand on a day (not being a Saturday or Sunday) when banks are open for business in the British Virgin Islands for the transaction of normal banking business (“Business Day”), on the day of delivery and, if delivered by hand on a day other than a Business Day, on the first Business Day after the day of delivery;
• if sent by first class post or airmail, on the second Business Day after the day of posting if the address is in the same country as that of the sender and, if to a different country, on the fourth Business Day after the day of posting; and
• if sent by means of electronic communication before 1700 hours (GMT -4 time) on a Business Day, on the day of transmission and, if sent by means of electronic communication on a day other than a Business Day or after 1700 hours (GMT -4 time) on a Business Day, on the first Business Day after transmission.

Severability of Terms and Waivers

No failure to exercise or delay in exercising any right or remedy under the PTF Platform Terms shall constitute a waiver thereof and no single or partial exercise of any right or remedy under the PTF Platform Terms shall preclude or restrict any further exercise of such right or remedy. The rights and remedies contained in the PTF Platform Terms are cumulative and not exclusive of any rights and remedies provided by applicable law.

If the whole or any part of any provision in the PTF Platform Terms shall be held by a court of competent jurisdiction to be illegal or unenforceable to any extent under any enactment or rule of law, that provision or the relevant part shall to that extent be deemed not to form part of the PTF Platform Terms (as applicable) and the enforceability of the remainder of the PTF Platform Terms (as applicable) shall not be affected thereby.

Entire Agreement

The PTF Platform Terms constitute the entire agreement between the parties with respect to the subject matter thereof and supersede other prior or contemporaneous written or oral understandings with regard to the subject matter thereof.

Dispute Resolution and Governing Law

Subject to the below, in relation to any dispute, controversy or claim arising out of, relating to or in connection with these PTF Platform Terms, including with respect to the formation, applicability, breach, failure to pay on demand, termination, validity or enforceability thereof (“Dispute”), each party irrevocably submits to the exclusive jurisdiction of the courts of the British Virgin Islands and waives any objection to such Dispute being heard in such courts on the grounds of venue or on the grounds that the Dispute has been brought in an inconvenient forum.  

Notwithstanding any other provision of these PTF Platform Terms, you agree that we have the right to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.  

These PTF Platform Terms (and any Dispute arising under or in connection with these PTF Platform Terms) shall be governed by and construed in accordance with, in all respects including as to its validity, interpretation and effect, the laws of the British Virgin Islands, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.

Any Dispute is personal to you and us and you agree that no Dispute will be brought as a class action, class arbitration or any other type of representative proceeding.