terms and conditions
Last updated: March 4, 2022
THIS TERMS AND CONDITIONS (“Agreement”) contains the terms and conditions for your purchase of Bluelight Land Non-Fungible Tokens (“Land NFTs ”) from Bluelight (as defined below) during the Pre-Sale (as defined below). By clicking on the button to accept this Agreement, you consent to proceed with your abovementioned purchase of Land NFTs, you agree to this Agreement in the capacity of a Player (as defined below), you confirm that you have read and understood this Agreement, and you acknowledge that you intend to enter into a legally binding and enforceable contract with Bluelight.
This Agreement is made on the date of, and subject to, Bluelight processing your acceptance of this Agreement (“Effective Date”).
Viewpoint Labs Pte. Ltd. (Company Registration No. 202204621E), an exempt private company limited by shares duly incorporated and validly existing under the laws of Singapore and having its registered office at 10 Anson Road, #23-05 International Plaza, Singapore (079903) (" Bluelight"); and
The legal person who has accepted this Agreement (“Player”).
(hereinafter collectively referred to as the “Parties” and individually as a “Party”)
- Viewpoint Labs Pte. Ltd. specializes in consumer products with a focus on web3 and entertainment and builds applications with outstanding user experience, simplifying mass adoption of new technologies to millions of users worldwide.
- Together with the private web3 browser Aloha (created by Viewpoint Labs Pte. Ltd.), Toonbox Studio and Dragons Lake (hereinafter referred to as the “Team”), Viewpoint Labs Pte. Ltd. created Bluelight, an economic strategy game about building startups in a multiverse.
- Bluelight is a simulator of life in a virtual Silicon Valley, in which players build their own startup, manage their office and help the city to grow and prosper. The game implements play to earn mechanics to incentivize active players as they progress. The Player’s goal of the game is to build the most powerful startup, represented as a unicorn.
- The most convenient place to start a start-up in the Bluelight game is the heart of this virtual crypto valley called “San Crypto”. In order to cover the development costs for beta and the first version of the game, Bluelight is launching an initial land sale (“ Pre-Sale”).
- This initial land sale will take place in two stages i.e., stage 1 – the title deeds sale and stage 2- the land claim stage. During stage 1, the Player will be able to prepare for the game launch by purchasing Land NFTs, which represent title deeds for land parcels on San Crypto. These Land NFTs (title deeds) are ERC 1155 tokens issued on the Ethereum blockchain. The price of the Land NFTs will begin from 0.1 ETH for a common title deed.
- The Player is interested to make a payment in ETH to receive Land NFTs of his choice from Bluelight in the Pre-Sale.
- The Parties have now entered into this Agreement to set out the terms and conditions of the Pre-Sale and to regulate the relationship of the Parties inter-se and to establish their rights and obligations as between themselves in relation to the Pre-Sale.
NOW, THEREFORE , in consideration of the covenants, conditions and payments hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto HEREBY AGREE as follows:
- Consideration: The Player shall make payment (“Payment ”) to Bluelight in ETH for the amount of Land NFTs that he/she wishes to purchase, in accordance with the rates set out in Part A of Appendix 1 herein. For the avoidance of doubt, the Player retains no interest in the Payments after they are transferred to Bluelight in accordance with this Agreement. The Payments are non-refundable except as expressly provided in this Agreement. The Player shall transfer the Payments into Bluelight’s account/e-wallet the details of which are set out in Part B of Appendix 1 herein.
- Documentation: Bluelight shall make available a copy of the latest white paper (“White Paper”) and any other relevant documentation on the Ethereum blockchain protocol (“ Ethereum Blockchain”) and the Land NFTs to the Player within three (3) business days from the Effective Date.
Functions of Land NFTs: The Land NFTs are intended to enable its
holders to carry out the following, subject to any changes which may be
made at the sole and absolute discretion by Bluelight and notified to
- Conversion into land parcels in San Crypto; and
- Trading/ reselling on any marketplace.
- Commercial details of Land NFTs Pre-Sale: There are 10,000 Land NFTs offered during the Pre-Sale. The title deeds will be of the following types: (i) common; (ii) rare; (iii) epic; (iv) legendary; and (v) unique.
Use of proceeds from Land NFTs Pre-Sale: The proceeds from the Land
NFTs Pre-Sale shall be used in the following manner:
Proportion of proceeds
Description of usage
Development costs for beta and the first version of the Bluelight game
- “Know-Your-Client” (KYC) Requirements: The Player represents and warrants to and for the benefit of Bluelight that the information and documents provided to Bluelight under the KYC procedure administered by Bluelight prior to entering into this Agreement are accurate and truthful as of the Effective Date and that the Player can lawfully participate in the Pre-Sale in Singapore or any other jurisdiction it operates in. The Player undertakes to notify Bluelight of any changes to the contents of the information and documents provided under the KYC procedure as long as it holds the Land NFTs and has carried out all necessary due diligence of its own accord at its own costs in connection with the Pre-Sale. The Player further warrants that the funds utilised in connection with the relevant Payments are not the proceeds of fraudulent, illegal or money laundering activities.
- Personal Data: The Player consents to the collection, use and disclosure of its personal data by Bluelight, where applicable, for the purposes of KYC, Anti-Money Laundering and Counter-Financing of Terrorism due diligence procedures.
- Title and Risk of Loss: Title to and risk of loss of all Land NFTs granted hereunder shall pass from Bluelight to the Player on the grant of the Land NFTs during the Pre-Sale.
- General Disclaimer: Bluelight does not administer, oversee, govern, facilitate or assume any responsibility for the secondary markets in which Land NFTs may subsequently be traded and Bluelight does not administer, oversee, govern, facilitate or assume any responsibility for the usage of the Land NFTs, the Bluelight game or the Ethereum blockchain by the Players. The Player and any party to whom the Player transfers Land NFTs shall not hold Bluelight responsible for any losses that it may sustain arising out of and in connection with its usage of and dealing in the Land NFTs, the Bluelight game and the Ethereum Blockchain. For the avoidance of doubt, this Agreement does not give the Player any rights in the operations of Bluelight or in the application of the funds raised in the Pre-Sale.
- Products Disclaimer: Bluelight shall not be liable in any way to the Player whether in contract, tort (including negligence or breach of statutory duty) or otherwise for any loss, damage or liability incurred or sustained by the Player arising out of or in connection with the Player’s purchase and/or usage of the products and/or services offered on the Bluelight game.
Exclusion of liability: Bluelight hereby expressly disclaims its
liability, and shall in no case be liable to any person, for:
- Any person’s participation in the Pre-Sale in violation of any anti-money laundering, counter-terrorism financing or other regulatory requirements that are imposed in any jurisdiction;
- Any person’s participation in the Pre-Sale in violation of any representation, warranty, obligation, covenant or other provision under this Agreement, and the resulting failure or inability to retrieve his/her payment or to claim relevant purchased Land NFTs;
- Early termination of the Pre-Sale for any reason;
- Failure or abortion of Bluelight game development or expansion and resulting failure to grant Land NFTs to Players;
- Failure to offer the Land NFTs in accordance with this Agreement;
- Delay in meeting any anticipated milestone;
- Any error, bug, flaw, defect or otherwise of the source code of the Bluelight game;
- Any malfunction, breakdown, collapse, rollback or hardforking of related blockchains;
- Failure of the Land NFTs to meet any specific purpose, or unfitness for any specific use;
- Utilisation of the proceeds raised through the Pre-Sale;
- Failure to completely disclose any information reupper-lating to the development of the Bluelight game on a timely basis;
- Any Player’s divulgence, loss or destruction of the private key of his/her cryptocurrency or cryptocurrency wallet (inter alia, the cryptocurrency wallet as downloaded and used by that Player);
- Any default, breach, infringement, breakdown, collapse, service suspension or interruption, fraud, mishandling, misconduct, malpractice, negligence, bankruptcy, insolvency, dissolution or winding-up of any third party used to buy Land NFTs;
- Any difference, conflict or contradiction between this Agreement and an agreement between any Player and any third party;
- Trading or speculation of Land NFTs by any person;
- Listing or delisting of Land NFTs on or from any cryptocurrency exchange or trading platform;
- Land NFTs being classified or treated by any government, quasi-government, statutory board, authority or public body as a kind of currency, securities, commercial paper, negotiable instrument, investment or otherwise that may be banned, regulated or subject to certain legal restrictions; and
- The materialisation of any risk factors disclosed in this Agreement and any damage, loss, claim, liability, punishment, cost or other adverse impact that is caused by, associated with, in connection with, or incidental to them. For the avoidance of any doubt, Bluelight hereby disclaims all liability (in whole and not in part) for any direct or indirect losses (in whole and not in part) that any Player may suffer, arising in, out of, or in connection with, the acquisition, usage or trading of the Land NFTs in any manner whatsoever.
- No Warranty: Notwithstanding anything contained in this Agreement, Bluelight makes no warranty whatsoever with respect to Land NFTs including any (i) warranty of merchantability; (ii) warranty of fitness for a particular purpose; (iii) warranty against infringement of intellectual property rights of a third party, whether arising by law, course of dealing, course of performance, usage of trade or otherwise, except as expressly set forth herein. The Player acknowledges that he/she has not relied upon any representation or warranty made by Bluelight, or any other person on Bluelight’s behalf.
- Risk Factors: By acquiring, holding and using Land NFTs, the Player expressly acknowledges and assumes the risks set out in Appendix 2 herein.
- No Agency: No Party shall have the right or authority to negotiate, conclude or execute any contract, perform KYC/AML compliance procedures or legal document with any third person in the name of the other Party; to assume, create, or incur any liability of any kind, express or implied, against or in the name of any of the other Party; or to otherwise act as the representative of the other Party in relation to any NFT sale or offering, unless expressly authorized in writing by the other Party.
- Players Must Not Transfer Land NFTs to Third Parties Prior to the Pre-Sale: The Players shall not transfer, trade, pledge, hypothecate, assign or allow sub-participation in any Land NFTs to a third party prior to the Pre-Sale completion. However, Players are free to resell their Land NFTs thereafter.
- Indemnification: The Player agrees to indemnify, defend, and hold harmless Bluelight and its affiliates and successors from and against any and all claims of third parties (including all causes of actions, demands, losses, costs, damages and liabilities) resulting out of Bluelight’s grant of Land NFTs to the Player.
- KYC/AML: The Player confirms that the grant of the Land NFTs is directly to the Player and no other party. The Player undertakes not to transfer, provide custody or act as an agent for any other party in relation to Land NFTs prior to the Pre-Sale.
- Player Undertaking and Warranty: The Player warrants and undertakes that he/she is the owner of the ETH that will be transferred to Bluelight pursuant to this Agreement.
- Self-regulation: The Player shall ensure that its promotion, advertising, dealings in and usage of Land NFTs, the Bluelight game, and the Ethereum Blockchain does not violate any provisions of any laws, orders, or regulations in any of the applicable jurisdictions. Without prejudice to the generality of the foregoing, the Player shall further ensure that its dealings in and usage of Land NFTs, and the Bluelight game will not be in breach of the Securities and Futures Act 2001 or Payment Services Act 2019 in Singapore.
- Warranties: Bluelight represents and warrants to and for the benefit of the Player the statements in Part A of Appendix 3 herein. The Player represents and warrants to and for the benefit of Bluelight the statements in Part B of Appendix 3 herein. The Player undertakes and agrees to notify Bluelight immediately if any of its representations and warranties set out in this Agreement becomes untrue or misleading in any manner. In the event that the Player is in breach of any of the representations or warranties in this Agreement, any Land NFTs allocated to or held by the Player shall be void, without prejudice to any other remedies that may be available to Bluelight.
- Time of Essence: Any date, time or period mentioned in any provision of this Agreement may be extended by mutual agreement between the Parties but as regards any time, date or period originally fixed and not extended or any time, date or period so extended as aforesaid, time shall be of the essence.
- Termination: Bluelight may terminate this Agreement immediately by written notice, without penalty or payment of termination charges, if the Player is in breach of any of the terms of this Agreement, or if the Player fails to meet Bluelight’s KYC standards and requirements. For the avoidance of doubt, unless expressly provided for in this Agreement, the termination of this Agreement shall not entitle the Player to a refund of the Payments.
- Refund: The Payments equivalent to the value on the date of receipt by Bluelight may be returned by Bluelight to the Player only in the event that the Pre-Sale is cancelled.
- Notice of Delay: Without prejudice to Bluelight’s rights in Clause 22 above, the Player shall notify Bluelight in writing promptly of any factor, occurrence or event coming to its attention that may affect the Player’s ability to meet its obligations under this Agreement. Examples of where such notice shall be given, shall include, but not be limited to any loss, a force majeure event, threat of strike or third-party delays.
- Remedies and Waivers: No failure on the part of any Party to this Agreement to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof, and any single or partial exercise of any right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
- Severability: If any term or provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity or enforceability of the remainder of this Agreement shall not be affected.
- Assignment: The Player will not assign its rights under this Agreement to any individual or corporate or affiliate. Any assignment of this Agreement by the Player, by operation of law or otherwise, or any interest herein or any payment due or to become due hereunder, without the prior written consent of Bluelight shall be void.
- Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of Singapore.
- Dispute Resolution: All disputes arising out of or in connection with this Agreement shall be settled amicably between the Parties. If the Parties fail to reach an amicable resolution of the dispute within thirty (30) days from the date of their first meeting to resolve the dispute, any Party may submit the dispute for mediation. All disputes, controversies, or differences arising out of or in connection with this Agreement shall be submitted to the Singapore International Mediation Centre for resolution by mediation in accordance with the Mediation Procedure for the time being in force. The Parties agree to participate in the mediation in good faith and undertake to abide by the terms of any settlement reached. In the event that the dispute cannot be resolved by mediation, the Parties shall submit to the non-exclusive jurisdiction of the courts of Singapore.
Notices: All notices required by this Agreement or otherwise shall be
in writing, and sent to the following addresses or email addresses:
For Bluelight: email@example.com
For the Player: Email address provided by the Player to Bluelight
or at such other addresses or email addresses as a Party may indicate in writing as herein provided. Notices shall be deemed given on the earliest of the date received, two (2) business days after delivery to a nationally recognized overnight courier, five (5) business days after proper mailing, or the date that receipt of such notice is rejected or refused, or if sent by email, when the sender receives an automated message confirming delivery. Notwithstanding the foregoing, Bluelight’s invoices may be sent by ordinary mail.
- Amendments: This Agreement cannot be amended or modified except in writing, signed by or on behalf of the Parties.
- Survival: Notwithstanding the termination or expiration of this Agreement, and except as otherwise stated in this Agreement, those obligations contained herein that by their terms or nature are intended to survive such termination or expiration shall do so and shall be binding upon the Parties and their legal representatives, heirs, successors and assigns.
- Confidentiality: Each of the Parties agrees to keep strictly secret and confidential, and under no circumstances to disclose to any person or entity which is not a Party hereto, any confidential information arising from or in connection with this Agreement unless disclosure of such information is expressly permitted by the prior written consent in writing of the other Party or required by law or regulatory bodies to be disclosed. All of the Parties’ advisors, bankers, lawyers or consultants shall be similarly bound and covered by confidentiality regarding this Agreement. The provisions of this clause shall survive the termination of this Agreement, howsoever arising.
- Entire Agreement: This Agreement will supersede all prior agreements, representations, or communications by any Party or between the Parties, whether oral or written, with respect to the subject matter of the Agreement. This Agreement together with the Appendices herein forms the whole Agreement between the Parties reupper-lating to the subject matter of this Agreement at the date hereof.
- Counterparts: This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. Each Party may enter into this Agreement by accepting this Agreement.
- Third Party Rights: A person who is not party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 2001 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from the said Act.
Part A: Value of Land NFTs
Value of Common Land NFTs
Value of Rare Land NFTs
Value of Epic Land NFTs
Value of Legendary Land NFTs
Value of Unique Land NFTs
Part B: Account Details
Bluelight’s account/ e-wallet details for the purpose of the Payments to be made by the Player
Risk of losing access to Land NFTs due to loss of private key(s), custodial error or acquiror error
A private key, or a combination of private keys, is necessary to
control and dispose of Land NFTs stored in your digital wallet or
vault. Accordingly, loss of the requisite private key(s) associated
with your digital wallet or vault storing Land NFTs will result in loss
of such Land NFTs. Moreover, any third party that gains access to such
private key(s), including by gaining access to login credentials of a
digital wallet or vault service you use, may be able to misappropriate
your Land NFTs. Any errors or malfunctions caused by or otherwise
related to the digital wallet or vault you choose to receive and store
Land NFTs in, including your own failure to properly maintain or use
such digital wallet or vault, may also result in the loss of your Land
NFTs. Transactions in Land NFTs are irreversible and accordingly,
losses due to fraudulent or accidental transactions may not be
recoverable. For instance, if you provide the wrong address for
receiving Land NFTs, it may result in the loss of your Land NFTs.
Risks associated with the Bluelight game
- Because Land NFTs are issued on the Ethereum Blockchain, any malfunction, breakdown or abandonment of the Ethereum Blockchain may have a material adverse effect on the Land NFTs. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to Land NFTs.
- It is not fully known whether the Ethereum Blockchain will be able to sustain long-term operation of the Bluelight game. The Ethereum Blockchain may experience significant delays in processing block transactions due to extremely high volumes associated with similar token sales around that time. It is not certain whether the Ethereum Blockchain development community will resolve such similar technical issues in the future.
- All transactions over the Ethereum Blockchain, including the transfer of Land NFTs, have a real-world cost ("Gas"). While Gas prices for basic transactions over the Ethereum Blockchain are currently nominal, there is no certainty that Gas prices will not increase, thereby making the trading of Land NFTs over the Ethereum Blockchain commercially unfeasible. In addition, high volumes could lead to very high Gas prices for processing transactions, making use of the Ethereum Blockchain prohibitively expensive.
While the Ethereum Blockchain technology presents, in our view,
promising advances in blockchain technology today, there is no
guarantee that Ethereum Blockchain will not be supplanted by competing
protocols that improve upon the Ethereum Blockchain technology. The
Ethereum Blockchain technology is open-source, which means anyone can
copy and disseminate the same code with modifications. It is not known
whether the Ethereum Blockchain will become the predominant protocol
adopted by global industry. If Ethereum Blockchain is
surpassed or superseded, the Land NFTs could be impacted as usage and
Risk of mining attacks
As with other decentralized cryptographic tokens, Land NFTs are
susceptible to attacks by miners and validators in the course of
validating Land NFTs transactions on the Ethereum Blockchain,
including, but not limited, to double-spend attacks, majority mining
power attacks, and selfish-mining attacks. Any successful attacks
present a risk to the Land NFTs, including, but not limited to,
accurate execution and recording of transactions involving Land NFTs.
Risk of hacking and security weaknesses
Hackers or other malicious groups or organizations may attempt to
interfere with the Bluelight game or the Land NFTs in a variety of
ways, including, but not limited to, malware attacks, denial of service
attacks, consensus-based attacks, Sybil attacks, smurfing, phishing
emails, man-in-the-middle, phone hijacking, ransomware, hacking,
spoofing and other cyber-attacks. Furthermore, because the Bluelight
game is based on open-source software, there is a risk that a third
party or a member of the Bluelight team may intentionally or
unintentionally introduce weaknesses into the core infrastructure of
the Bluelight, which could negatively affect Bluelight and the Land
NFTs. Among other things, you could lose your Land NFTs due to the
above threats. You are responsible for educating yourself on protecting
your personally identifiable information and on cybersecurity
best-practices. Bluelight will take all steps that are commercially
reasonable and customary to prevent or mitigate the impact of
cyber-attacks. However, there can be no guarantee that Bluelight will
be successful in preventing all cyberattacks on its systems.
Risks associated with markets for Land NFTs
- You are permitted to sell your Land NFTs. The secondary trading of Land NFTs may be facilitated by third party exchanges, and such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to market-related risks. Furthermore, to the extent that third-parties do ascribe an external exchange value to Land NFTs (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
Further, there may be the risk of competition between Bluelight and
other blockchain-based businesses.
Risks of uninsured losses
Unlike bank accounts or accounts at some other financial institutions,
Land NFTs are uninsured unless you specifically obtain private
insurance to insure them. Thus, in the event of loss or loss of utility
value, there is no public insurer or private insurance arranged by us,
to offer recourse to you.
Risks associated with uncertain regulations and enforcement actions
The regulatory status of Land NFTs and distributed ledger technology is
unclear or unsettled in many jurisdictions. It is difficult to predict
how or whether regulatory agencies may apply existing regulation with
respect to such technology and its applications. It is likewise
difficult to predict how or whether legislatures or regulatory agencies
may implement changes to law and regulation affecting distributed
ledger technology and its applications, including the Bluelight and
Land NFTs. Regulatory actions could negatively impact Bluelight and
Land NFTs in various ways, including, for purposes of illustration
only, through a determination that Land NFTs are a regulated financial
instrument that requires registration or licensing. Bluelight may cease
operations in a jurisdiction in the event that regulatory actions, or
changes to law or regulation, make it illegal to operate in such
jurisdiction, or commercially undesirable to obtain the necessary
regulatory approval(s) to operate in such jurisdiction.
Risks arising from Taxation
The tax characterization of Land NFTs is uncertain. You must seek your
own tax advice in connection with acquiring Land NFTs, which may result
in adverse tax consequences to you, including withholding taxes, income
taxes and tax reporting requirements.
Risk of an unfavourable fluctuation of ETH and other currency values
The Bluelight team intends to use the proceeds from the Pre-Sale to
fund, among other things, the maintenance and development of the
Bluelight game. The proceeds of the Pre-Sale of Land NFTs will be
denominated in ETH, and may, at Bluelight’s discretion, be converted
into other cryptographic and fiat currencies. If the value of ETH or
other currencies, as the case may be, fluctuates unfavourably during or
after the Pre-Sale, the Bluelight team may not be able to fund
development, or may not be able to develop or maintain the Bluelight
game in the manner that it intended.
Risks of disruption or dissolution of Bluelight
It is possible that, due to any number of reasons, including, but not
limited to, an unfavourable fluctuation in the value of ETH (or other
cryptographic and fiat currencies), decrease in Land NFTs’ utility, the
failure of commercial relationships, or intellectual property ownership
challenges, Bluelight may be dissolved. The digital nature of Bluelight
means that technological difficulties experienced by Bluelight and its
affiliates may prevent the access or use of your Land NFTs. While
Bluelight will take all steps that are reasonable and customary to
prevent or mitigate the impact of disruptions in Bluelight’s business
operations and services, there can be no guarantee that Bluelight will
be successful in preventing all such disruptions.
Risks arising from lack of governance rights
Because Bluelight confers no governance rights of any kind with respect
to the Land NFTs, all decisions involving Land NFTs and the Bluelight
game will be made by Bluelight at its sole discretion, including, but
not limited to, decisions to discontinue the Bluelight game, to launch
more Land NFTs, or to sell or liquidate Bluelight. These decisions
could adversely affect the Bluelight game and the utility of obtaining
services on Bluelight.
- Cryptographic tokens such as Land NFTs are a new and untested technology. In addition to the risks included in this Agreement there are other risks associated with your acquisition, holding and use of Land NFTs, including those that Bluelight cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Agreement.
Part A: BLUELIGHT’s Representations and Warranties
AUTHORITY AND CAPACITY OF BLUELIGHT
Bluelight (Viewpoint Labs Pte. Ltd.) is a company duly incorporated and validly existing under the laws of the Republic of Singapore.
Authority to enter into this Agreement etc.
Bluelight has the legal right and full power and authority to enter into and perform this Agreement, which when executed will constitute valid and binding obligations on Bluelight, in accordance with its terms.
The execution and delivery of, and the performance by Bluelight of its obligations under, this Agreement will not and are not likely to:
- result in a breach of any provision of the memorandum or articles of association, constitution or by-laws of Bluelight; or
- result in a breach of, or give any third party a right to terminate or modify, or result in the creation of any encumbrance under, any agreement, licence or other instrument or result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which Bluelight is a party or by which Bluelight or any of its assets is bound.
All corporate action required by Bluelight validly and duly to authorise the execution and delivery of, and to exercise its rights and perform its obligations under, this Agreement and any other documents to be executed by Bluelight pursuant to or in connection with this Agreement has been duly taken.
TITLE TO LAND NFTs
Title to Assets
- All the Land NFTs under the Pre-Sale (“Assets”) are the absolute property of Bluelight and none is the subject of any assignment or encumbrance (excepting only liens arising by operation of law in the normal course of trading) or the subject of any factoring arrangement, hire-purchase, conditional sale or credit sale agreement.
- All the Assets are in the possession of or under the control of Bluelight, or Bluelight is entitled to take possession or control of such Assets.
- Bluelight has good and marketable title to all the Assets.
- Title to Assets
- Bluelight is not involved whether as claimant or defendant or other party in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, inquiry, mediation, or arbitration in connection with the Assets and to the best of the knowledge, information and belief of Bluelight, no such proceeding is pending or threatened by or against Bluelight.
- Bluelight has not received any notice that an order has been made, petition presented, resolution passed or meeting convened for the winding up (or other process whereby the business is terminated and the assets of the company concerned are distributed among the creditors and/or shareholders or other contributories) and Bluelight is not aware of any cases or proceedings under any applicable insolvency, reorganisation, or similar laws in any jurisdiction concerning Bluelight.
- Bluelight has not received any notices that a petition has been presented or other proceedings have been commenced for an administration or judicial management order to be made (or any other order to be made by which during the period it is in force, the affairs, business and assets of the company concerned are managed by a person appointed for the purpose by a Court, governmental agency or similar body) in relation to Bluelight, and Bluelight is not aware of any such order having been made.
- No receiver (including an administrative receiver), liquidator, judicial manager, trustee, administrator, custodian or similar official has been appointed in any jurisdiction in respect of the whole or any part of the Assets or the assets of Bluelight and no step has been taken for or with a view to the appointment of such a person.
- Bluelight is not insolvent or unable to pay its debts as they fall due.
Part B: The Player’s Representations and Warranties
- The Player is not a citizen or resident of a country, whose legislation conflicts with the present allocation of Land NFTs and/or the Bluelight game in general.
- Where the Player is a company or association or body of persons, corporate or unincorporated (i) it is duly incorporated and validly existing under the laws of its country of incorporation; (ii) it has the legal right and full power and authority to participate in the Pre-Sale and enter into agreements in connection with the Pre-Sale, which when executed will constitute valid and binding obligations on such Player; and (iii) it is not prohibited by its constitution or any applicable laws from participating in the Pre-Sale.
- The Player has a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, and blockchain-based software systems.
- The Player has carefully reviewed the code of the Land NFTs and fully understands and accepts the functions implemented therein.
- The Player is legally permitted to transfer payment to Bluelight, and receive, hold and sell Land NFTs in the Player’s jurisdiction.
- The Player is of a sufficient age to legally obtain the Land NFTs.
- The Player will take sole responsibility for any restrictions and risks associated with the receiving and holding of Land NFTs as set forth below.
- The Player is not obtaining or using Land NFTs for any illegal purposes and has not obtained the funds utilised for the grant of the Land NFTs from the proceeds of fraudulent, illegal or money laundering activities.
- The Player understands the creation of Land NFTs does not involve the purchase of shares or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction.
- The Player understands that the transfer of payment through the blockchain and the receiving and holding of Land NFTs carries significant financial, regulatory and reputational risks as further set forth in this Agreement.
- The Player understands and expressly accepts that there is no warranty whatsoever on Land NFTs, expressed or implied, to the extent permitted by law, and that Land NFTs are created and obtained at the sole risk of the Player on an “as is” and “under development” basis and without, to the extent permitted by law, any warranties of any kind, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose.
- The Player understands that a player of the Bluelight game has no right against any other party to request any refund of the payment made through the blockchain for the issuance of the Land NFTs under any circumstance.
- The Player understands that the value of Land NFTs over time may experience extreme volatility or depreciate in full.
- The Player understands that the Player bears the sole responsibility to determine if his transfer of payment to Bluelight, the issuance, ownership, use or liquidation of Land NFTs, the potential appreciation or depreciation in the value of Land NFTs over time (if any), and the allocation of Land NFTs have tax implications for him; by creating, holding, using or liquidating the Land NFTs, and to the extent permitted by law, the Player agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the creation and ownership of Land NFTs.
- The Player hereby has sufficient knowledge and experience in business and financial matters to be able to evaluate the risks and merits of its use of this Land NFTs and is able to bear the risks thereof. The Player is aware of Bluelight’s business affairs and the details set out in the Bluelight White Paper and the processes of the Ethereum blockchain and has acquired sufficient information about Bluelight to reach an informed and knowledgeable decision to acquire and use the Land NFTs. The Player understands that the Land NFTs involve risks, all of which the Player fully and completely assumes, including, but not limited to, the risk that (i) the technology associated with the Bluelight game will not function as intended; (ii) the Player may be subject to investigation and/or punitive actions from relevant statutory bodies.
- BLUELIGHT RESERVES THE RIGHT TO REQUEST PLAYERS TO PROVIDE EVIDENCE TO VERIFY THEIR IDENTITY.
- WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PLAYER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE GRANT AND USE OF ANY LAND NFTs AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY BLUELIGHT, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE LAND NFTs.
- The Player understands that the Player has no right against Bluelight or any other third party except in the event of Bluelight’s breach of this Agreement or gross negligence. NEITHER BLUELIGHT NOR ITS REPRESENTATIVES SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR REupper-LATING TO ANY BREACH OF THIS AGREEMENT.
- The Player is not prohibited from participating in the Pre-Sale by any applicable laws or regulations or company constitution for the time being in force.
- The Player has full legal capacity, power and authority to enter into this Agreement and to perform its obligations hereunder.
- This Agreement constitutes a valid and binding obligation of the Player.
- The entry of the Player into this Agreement is not contrary to any laws in force in the Player’s country of origin or jurisdiction of nationality or domicile.