TERMS AND CONDITIONS

SKY MAVIS PTE. LTD. - BUILDERS PROGRAM

Sky Mavis Pte Ltd. (Company Registration No.: 201907381G), a private limited company incorporated in Singapore with its registered office at 3 Fraser Street, #05-24 DUO Tower, Singapore (189352) (the “Company”) wishes to launch the “ Axie Infinity Builders Program” (the “Program”) which aims to provide resources, promotion, support, and tools for Axie Infinity community developers to continue building compelling, valuable gaming experience alongside the Axie Infinity proprietary platform, pursuant to these terms (“Terms”). Further details and other information regarding the Company’s policy and guidelines (“Guidelines”) for the Program shall be published on the Company’s Substack page at https://axie.substack.com/ , or other websites (the “Sites”) and shall supplement these Terms. You further agree to be bound by and will conform with all Guidelines relating to the Program as may be in force from time to time as published on the Sites. The terms of the Terms, the Guidelines and any other documents referred to in the Terms and Guidelines are subject to revision from time to time at the absolute discretion of Company and it is your duty to be updated on the terms thereof following the Company’s communication of such revisions on the Sites. In the event of any inconsistency between these Terms and any other terms provided on the Sites, these Terms shall prevail.

Unless the Company expressly agrees to the contrary in writing, all of your dealings with Company, whether or not you get accepted to the Program, will be on and subject to the Terms and Guidelines, read with the Terms of Use of Axie Infinity (https://axieinfinity.com/terms/). By participating in the Program, or using any of the Sites, you agree to be bound by the Terms and Guidelines and Terms of Use.

You have received these Terms in your capacity as a registrant of the Program. In these Terms, each of you and the Company shall hereinafter be referred to as a “Party”, and collectively, the “Parties”.

Please read the Terms set out herein carefully and the Sites before registering for the Program as they affect your eligibility, obligations and legal rights, including a consent to arbitration proceedings for any disputes. These Terms and the Guidelines constitute the entire agreement between the Parties with respect to your registration and participation in the Program (your “Registration” or, as the context requires, “Register” or “Registering”). These Terms supersede and terminate all previous undertakings, representations and agreements between the Parties with respect to the Program.

IF YOU HAVE REGISTERED FOR THE PROGRAM YOU AGREE AND ACKNOWLEDGE, AND WILL BE DEEMED AS HAVING ACCEPTED UNCONDITIONALLY AND WITHOUT RESERVATION ALL OF THESE TERMS. IF YOU DO NOT AGREE WITH OR ACCEPT THESE TERMS, YOU SHALL NOT CONTINUE OR PROCEED WITH THE PROGRAM AND YOUR REGISTRATION SHALL BE DEEMED TO BE NULL AND VOID. TO THE EXTENT PERMITTED BY LAW, THE COMPANY MAKES NO REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OR GUARANTEES WITH RESPECT TO THE PROGRAM.

YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS AND YOU EXPRESSLY ACKNOWLEDGE AND REPRESENT THAT YOU HAVE CAREFULLY REVIEWED THESE TERMS AND FULLY UNDERSTAND THE RISKS, COSTS, AND BENEFITS OF PARTICIPATING IN THE PROGRAM. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S). IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT PROCEED WITH PARTICIPATING IN THE PROGRAM.

These Terms and the Sites are subject to amendments, modifications or supplements from the date hereof and thereafter without notice, from time to time in the Company’s sole and absolute discretion. The Company will announce any amendments, modifications or supplements to these Terms on the Sites, and you agree that the Company has the absolute right in its sole discretion to effect such amendments, modifications or supplements to the Terms or the Sites.

The headings in these Terms are included for convenience only and shall not be taken into account in construing these Terms. References to “Paragraphs” are to be construed as references to the paragraphs of these Terms.


The Parties HEREBY AGREE as follows

1. Introduction, Scope Of Terms And Definitions

1.1 These Terms govern your Registration and participation in the Program.

1.2 No representations, warranties or undertakings are or are intended or purported to be given by the Company in respect of any information contained in or on:

  • (a) the Sites, the Company’s news portal which is accessible on https://twitter.com/AxieInfinity and/or https://discord.gg/axie (collectively, the “Channels”);

  • (b) any website or other social media channels directly or indirectly linked to the Channels; or

  • (c) any other information or document.

2. Eligibility for the Program & Grants

2.1 Your Registration is governed by these Terms. If you do not accept these Terms, you shall not Register and shall not be eligible to participate in the Program.

2.2. You must either be (i) an adult of 18 years old; or (ii) an company or other legal entity duly incorporated and in good legal standing, and you are legally able to enter into these Terms and the Program. You shall not Register if there are applicable legal restrictions in your country of residence or domicile for entering into these Terms and the Program. It is your sole responsibility to ensure that your Registration, your entry into of the Program and these Terms and/or your receipt of AXS under the Program (“Grants”) are not prohibited, restricted, curtailed, hindered, impaired or otherwise adversely affected by any applicable law, regulation or rule in your country of residence or domicile.

2.3. The participants accepted to the Program are not eligible to receive Grants in AXS tokens from the Program or from the Company if:

  • (a) they are domiciled in or resident of, or physically present / located in any of jurisdictions in which the Program and/or trading of AXS tokens themselves are prohibited, restricted or unauthorized in any form or manner whether in full or in part under the laws, regulatory requirements or rules in such jurisdiction, or

  • (b) they are domiciled in or resident of, or physically present / located in (i) jurisdictions with strategic anti-money laundering /counter-financing of terrorism deficiencies most recently identified by the Financial Action Task Force; (ii) jurisdictions in which designated individuals and entities are identified by the Monetary Authority of Singapore for the purposes of regulations promulgated under the Monetary Authority of Singapore Act (Chapter 186) of Singapore, the United Nations Act (Chapter 339) of Singapore or the Terrorism (Suppression of Financing) Act (Chapter 325) of Singapore;

    (hereinafter referred to as “Excluded Jurisdictions”);

2.4 The Company may require you to furnish such documents and information so as to prove your identity, status and/or eligibility for the Program. The Company reserves the right, in its sole and absolute discretion, to reject your Registration or eligibility for a Grant if you are unable to furnish such documents or information to the Company’s sole and absolute satisfaction.

2.5 Upon your successful Registration to the Company’s satisfaction in its sole and absolute discretion, you shall be notified of your admission to the Program and your eligibility to participate in the Program.

2.6 Determination of eligibility and compliance of these Terms is at the sole discretion of the Company. The Company reserves the right to disqualify any Registration, change the nature of any Grants including awarding cash instead of AXS tokens to participants and/or require the return of any Grants if an entry or a participant does not comply with these Terms, in the event of any illegality by the participant or if compliance with any applicable law is required.

2.7 Employees of the Company or any of its subsidiary or related companies are not eligible to participate in the Program.

3. Project Submission Process & Grants

3.1 Registration & Submission Process

  • The Program aims to bring together and reward independent software developers who help grow the Axie Infinity ecosystem and strengthen the Axie Infinity community’s ability to create gaming experiences and tools, while managing risks to Axie Infinity community members and the gaming network at large.

  • To qualify for a Grant, builders must submit an application with the roadmap of the project and “work-in-progress” developments and demonstrate needed functionality. Applications will be judged on creativity, general usefulness and feasibility of the project, potential positive impact on the Axie Infinity community, and technical quality (including documentation). The table below describes the process for applying for a Grant and guidelines that applications must follow in order to submit an application, and also list several application types that the Company is looking to have extended or built by the community. The types of projects that the Company is interested in may be found at: https://axie.substack.com/p/axie-infinity-builders-program?s=r

    Step 1To Register, you must fill an Axie Infinity Builders Program Application Form ("Application Form") that describes your project and its goals, the team that will be working on the project, and how the project will enhance or contribute to the Axie Infinity ecosystem. All personal data shall be collected, used and disclosed in accordance with the Company’s privacy policy at: https://axieinfinity.com/privacy-policy/.
    Step 2The Company will review your application and may reach out to you by email to get more details or schedule a call to discuss your project further.
    Step 3The Company may contact participants about the status of the application and Registration. Further communication may also be required to determine specific details around timelines, deliverables and Grant dates. The Company will notify you whether you application has been approved, if it is subject to conditions and what Grant size your project will receive. More complex projects may take longer to evaluate. All decisions regarding grants, distribution dates and eligibility / qualification for grants are at the Company’s sole and absolute discretion.
  • Submissions will be accepted in English language (translated versions are also accepted) and the submissions should be through the format detailed to you by the Company upon your successful Registration. Any incomplete/inaccurate entries shall be invalid. The right to reject submissions or restrict participation is at the sole discretion of the Company.

  • You represent and warrant to the Company that you have all right, title and interest to the working application submitted under this Program and that the working application is your own original work. If you are Registering on behalf of your organisation, you shall obtain all required corporate authorisations to bind your organisation to the terms and conditions of this Program and provide evidence of such corporate authorisations upon request. Corporate participants shall appoint a representative for the receipt of any Grants and the Company shall not be responsible for the subsequent use or application of a Grant.

  • Each participant will also be required to provide to the Company the following during the course of the Program:

    • personal data including full name, contact details, CVs and other information we may require;
    • a photo ID, proof of residence information of (for smaller teams) each team member, or (for larger teams) any individual, who is a significant shareholder, a director of a company, or who regularly or consistently directs or influences a significant section of the board of directors and/or the chief executive officer of the company;
    • A video demo of the project (if any);
    • A text description of the project;
    • A presentation explaining concept and implementation;
    • Any videos or screenshots of the software application (if any);
    • An electronic acknowledgement through the website that the entrant(s) have read and agree to be bound by these Terms;
    • Any playable or usable applications and demos that have been built
  • As with any project, documentation is vitally important for a project’s success. Adequately documenting how to use your project or utility is required. The Company may after reviewing your application come back with the suggestion to improve your documentation before awarding a Grant. The Company reserves the right to impose repository guidelines in order for participants to qualify for a Grant.

3.2 Grant Sizes

  • The Program is not intended to fund the entirety of the building of your application. The Company does not take an equity ownership in your project, and offers these Grants as a way of incentivizing projects and developers to build applications and utilities that are valuable across the entire Axie Infinity ecosystem. When determining Grant sizes, the Company will also take into account, amongst other factors, the commercial needs of your project.

  • The minimum size of the Grant is $10,000 in AXS that will be paid out based on the agreed schedule. A total of 5,000 AXS are available in grants for the purpose of the Program.

  • Submissions that do not meet the required deliverables are considered incomplete and will not be eligible for Grant.

  • Participants are not limited to just submitting one application to the Program. Every new Registration will be reviewed in isolation and will not affect any other submission.

3.3 Incorrect Information & Audit

  • The Company has the right to substantiate/audit/verify the participants’ details/information as provided in the final submission or pursuant to a Registration. The Company may seek any further document or information, as may be reasonably required to verify the participants’ details/ information and submission. The participant must provide all supporting details requested by the Company to substantiate/audit/verify the information provided in the entry form, Registration and submission or at any stage of the evaluation process. If such a request is made and the participant either fails or does not agree to provide the same, then the Company reserves the right to disqualify the participant from participation in the Program and from receiving any Grants. Determination of whether information is correct or not, rests with the Company. If at any time, any information provided by any participant is found to be incorrect in any manner, then the participant will be disqualified from participating in the Program. If any information provided by any participant is found to be incorrect in any manner, the participant may not receive or be liable, on written demand, to return any Grants provided under the Program.

3.4 Program Timeline

  • The Program and Registration period shall commence on 19.01.2022 (the “Registration Period”).

  • The written application received in the Registration Period will be screened by the Company and participants will be informed if they are to be selected for a Grant, if such Grant is subject to conditions, the conditions of such Grant or if any development timelines/milestones are required before a participant will be provided the Grant. All decisions regarding Grants by the Company shall be binding on all participants.

  • Further information on the timeline of the Program and award of Grants shall be provided to participants upon successful Registration.

3.5 Costs and Expenses

  • Participation in the Program is free. Participants must complete the Registration at the Sites, complete the Application Form and provide all required documentation at their own cost and expense. All costs incurred by a participant in connection with the Program and Registration, including without limitation all related costs incurred by the participants as a result of and/or pursuant to their participation in the Program and development of any submissions shall be solely borne by the participants. The Company shall not be under any obligation to reimburse the participants for any such costs and expenses incurred thereof.

  • All submissions and teams of participants shall be subject to a code audit and review by the Company. The audit and review shall be conducted at the Company’s cost and expense.

3.6 Grants and Determination of Grantees

  • All grants and determination of Grants shall be at the Company’s sole and absolute discretion and final submissions will be assessed by the Company.

  • Grants will be made in accordance with agreed schedule to the Ronin wallet address provided by the team leader or corporate representative of the participating team who shall be responsible for any further distributions and use thereof. The Company is not responsible for the handling or distribution of the Grant after the token distribution is made to the team leader or corporate representative.

  • The Company would not be liable for any loss of secret keys or your Grant for any reason whatsoever.

  • Any statutory taxes, duties or levies as may be applicable from time to time, arising out of or in respect of any Grant shall be payable by the recipient of the respective Grant.

  • The Company shall not be liable for any loss, damage, theft, or any other mishap after the Grant is transferred to wallet address provided by the team leader or corporate representative of the participating team.

  • The grantee/s or his/her legal heirs shall have no other rights or claims whatsoever against Company.

  • In case the grantee fail to claim a Grant within 30 days of notification of their acceptance to the Program due to any reason whatsoever, the Company reserves the right to withdraw the Grant, post which the grantee will have no right to claim or demand the Grant from the Company and no further communication will be entertained in the regard.

  • All grantee will be required to sign and return to the Company a notice of eligibility, and liability release in order to claim the Grant. If a potential grantee of any Grant cannot be contacted, fails to sign and return the notice of eligibility and liability release within the required time period, the potential grantee shall forfeit the Grant.

  • Grantees may be required to provide certain information to facilitate receipt of the grant, including completing and submitting any tax or other forms necessary for compliance with applicable withholding and reporting requirements. Grantees are also responsible for complying with foreign exchange and banking regulations in their respective jurisdictions and reporting the receipt of the grant to relevant government departments/agencies, if necessary. The Company reserves the right to withhold a portion of the grant amount to comply with the tax laws of any jurisdiction.

3.7 Unauthorised Use / Acceptable Use Policy

  • You may not take any action to interfere with the Program or any other participant’s Registration nor insert any code or product or manipulate the Program in any way. As a participant, you are required to comply with all applicable laws, statutes, orders, regulations, and rules. In addition, we expect participants to respect the rights and dignity of others. Your Registration and participation in the Program is conditioned on your compliance with the rules of conduct set forth in this Section.

  • You shall not nor cause or encourage others to participate in the Program for any illegal, harmful, fraudulent, infringing, or objectionable activities. Here is a non-exhaustive list of prohibited activities:

    • Applications that would infringe any applicable laws and regulations, including AML/CFT laws and regulations
    • Gambling related applications and experiences
    • Information or content in any submission or Registration that is illegal or criminal, false, fraudulent, deceptive, misleading, defamatory, threatening, libelous, slanderous, disparaging, unlawfully harassing, profane, obscene, pornographic, hateful, indecent, inappropriate or injurious to any individual or any third party
    • Disrupting, manipulating, or degrading the operation of the Program
    • Phishing, spamming, or pharming
    • Unsolicited contacting of Users or other abusive behavior
    • Advertising or marketing activities
    • Infringing or misappropriating the rights of others
    • Posting or transmitting any content that is illegal, fraudulent or otherwise objectionable, including pornographic content
    • Disrupting, manipulating, or impairing the operation of the Program
    • Creating a security risk for the Axie Infinity ecosystem and community, the Program or for any Program participant
  • In the event that the Company discovers that you, in your participation in the Program, have engaged in unfair, excessive or abusive usage or conduct, the Company reserves the right to take such actions as may be necessary, to the fullest extent possible under law, to protect the Company from losses, damages, harm or degradation of any form and manner, including publishing your disqualification from the Program and requiring the return of any Grants awarded to you under the Program. The Company reserves the right to block you and your team and cease your access to the elements of the Axie Infinity ecosystem that is a benefit to participants.

3.8 No Discrimination

  • (a) The Company does not and shall not discriminate on the basis of race, color, religion, creed, gender, gender identity and expression, age, national or ethnic origin, disability, marital status, sexual orientation, familial status, genetic predisposition, criminal conviction, domestic violence victim status, veteran status and/or military status and all other protected classes, in any of its activities or operations. These activities include, but are not limited to, judging the Program.

  • (b) In the interest of fostering an open and welcoming environment, each participant agrees to make participation in the Program a harassment-free experience for everyone, regardless of age, body size, disability, ethnicity, sex characteristics, gender identity and expression, level of experience, education, socio-economic status, nationality, personal appearance, race, religion, or sexual identity and orientation.

3.9 Termination of Grant

  • The Company may terminate a participants Registration or Grant upon occurrence of any of the following events:

    • (i) any breach of these Terms by a participant;
    • (ii) work carried out by a participant diverges materially from the approved proposal;
    • (iii) abusive conduct, illegality, corruption and/or fraud;
    • (iv) entry into any voluntary arrangement by any participant with its creditors, liquidation or bankruptcy of any participant; or
    • (v) the ceasing or threatening to cease to carry on business by any participant; or
    • (vi) the Company is of the opinion that the continued development of the submission or the Program is not or no longer viable.

4. Revenue Sharing & Community Treasury

The Company is encouraging the monetization of the participating projects. However, this is a requirement of the Program that all participating projects shall enable the end users to buy or own Axies in order to play the games developed under the Program.

The revenue generated by the participants of the Program shall be subject to the revenue sharing arrangement at the percentages as set out in Schedule 1 below. Certain percentage of the revenue generated by the participants under the Program shall be transferred to the Axie Infinity Community Treasury.

5. External Funding of the Projects

Participant(s) hereby agree and undertake that no external funding (whether via token sale, NFT sale, initial coin offering, or traditional fund raising in fiat currencies or otherwise) shall be undertaken by the participants with respect to their project without prior written approval of the Company.

6. Ownership and Intellectual Property

6.1 By accepting these terms and Registering for participation the Program, you hereby represent and warrant that that your Registration, submissions and entries to the Program: (a) is your own original work with no other person or entity having any right or interest in it; (b) does not infringe the intellectual property right or any other rights, including but not limited to copyright, trademark, patent, trade secret, contracts and/or privacy rights of any third party (c) all third party intellectual property rights are clearly identified (d) you possess and control all rights necessary to submit the project irrevocably and without restriction to the Company, and (e) that publication of press releases and relevant information by the Company via various media including web posting and social media, will not infringe on the rights of any third party. By Registering, you agree to hold harmless and indemnify the Company against any such third party claims. If you are accepting these terms on behalf of an organisation, you represent and warrant that you have full authority to bind such organisation to these terms.

6.2 Participant(s) may use open source software provided such usage complies to the respective open source software license terms.

6.3 All intellectual property rights in the proprietary applications of a participant shall remain vested in the participant who owns them. Any third party intellectual property rights shall remain vested in the third party or third parties who own them. You agree and acknowledge that many projects shall be developed during this Program and that such projects may be similar or identical in theme, idea, format or other respects to others developed in this Program. The participants acknowledge and agree that the Company do not have now, nor shall they have in the future, any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of any copyright or other intellectual property right in or to the participants’ project and submission.

6.4 Unless otherwise indicated, these Terms shall not entitle you to any intellectual property rights owned by the Company, including the rights in relation to the use, for any purpose, of any information, image, user interface, source code, database, functionality, software, design, audio, video, text, photographs, art and graphics (“Axie Materials”) and logos, trademarks, trade names such as the use of the word “Axie” and “Axie Infinity”, Internet domain names or copyright in connection with the Program, the Company, the AXS and SLP tokens and the Company. The Company’s trademarks shall not be incorporated in the submissions without the Company’s consent.

6.5 You acknowledge that the copyrights and all other proprietary rights in and to the Axie Materials are exclusively owned by and reserved to the Company (or its licensors, if applicable). You shall neither acquire nor assert copyright ownership or any other rights in the Axie Materials or in any derivation, adaptation, variation or name thereof or trademark related thereto. The rights and powers hereby granted to you in this Section 5 are those of a licensee only. Without limiting the foregoing, you hereby agree to assign to the Company all of your worldwide right, title and interest in and to the Axie Materials, including, without limitation, the copyrights and all renewals and extensions thereof, and other adaptations, compilations, collective works, derivative works, variations or names of Axie Materials, heretofore or hereafter created by you or for the participants. All such new materials are included in the definition of Axie Materials under this Agreement. If you engage, retain or otherwise involve any third party to make any contribution to the creation of any new materials included in the definition of Axie Materials, you shall obtain from such third party a full assignment of rights so that the foregoing assignment by you shall vest full rights to such new materials in the Company. In addition, no use of adaptations, compilations, collective works, derivative works, variations or names of any Axie Materials shall be made by the participants outside of the Axie ecosystem and community.

6.6 Subject to the successful Registration in the Program, the Company shall grant the participants a non-transferable, non-sublicensable limited license to use the [Axie Materials, Smart Contracts, App, Ronin blockchain] (“Axie IP”) for the purpose of the development of the projects under the Program in accordance with these Terms, such Axie IP may be licensed, on a case by case basis.

6.7 There are no implied licenses under these Terms, and any rights not expressly granted to you hereunder are reserved by the Company.

7. General

7.1 All personal data submitted to the Company will be subject to the Company’s Privacy Policy at https://axieinfinity.com/privacy-policy/.

7.2 By Registering for the Program and providing the information asked herein you acknowledge and agree that you have read the Company’s privacy policy and fully understand your rights to access, correct, make any inquiries in relation to the use of personal information and withdraw your information anytime by sending a request to [email protected] with the subject “Data Protection”

7.3 You hereby grant to the Company and its affiliates, the right and permission to reproduce, encode, store, copy, transmit, publish, broadcast, display, publicly perform, exhibit and/or otherwise use or reuse (without limitation as to when or to the number of times used), the participant’s name, address, image, voice, likeness, statements, biographical material and idea/s (in each case, as submitted or as edited by Company, in the Company’s sole discretion), as well as any additional photographic images, video images, portraits, interviews or other materials relating to the participant’s submission and arising out of his/her participation in this Program (with or without using the participant’s name) (collectively, the "additional materials") in any media (including social media) throughout the world for advertising and publicity purposes without additional review, compensation, or approval.

7.4 You hereby waive any rights of publicity, rights of privacy, intellectual property rights, and any other legal or moral rights that might preclude the Company's use of the idea/s or the additional materials or require the participant's permission for the Company to use them for promotional purposes, and hereby waives any claim against the Company relating to the Company’s promotional use of those materials; and

7.5 You agree that the Company shall have the right to modify the Program during the course of the Program.

7.6 The Company will not be liable for any inaccuracy, error or omission contained in any copy, reproduction or publication of the entry form, the submission, the Registration or other materials submitted by you.

7.7 If any manipulation or any other conduct which the Company believes is unfair or contrary to the spirit of the Program has occurred, the Company reserves the right to disqualify entries if it has reasonable grounds to believe so and reserves the right to change, cancel or suspend the Program at any time.

7.8 The Company shall not be held responsible for any loss or damage that any person or organization may suffer as a result of participating or attempting to participate in the Program, the Program being withdrawn or its terms amended, or as a result of receiving a Grant or any loss or theft of a Grant.

7.9 The Company cannot and shall not be accountable / liable for any disruptions / stoppages / interruptions or cancellation of the Program. The Company shall not be held responsible for matters out of its control and for force majeure reasons.

7.10 All decisions of the Company on all matters relating to the administration of the Program is final and binding on all participants.

7.11 In the event that a participant should disagree with any of these Terms or any decision made by the Company, the participant will have the right to withdraw its submission. To the extent permitted by law, the rights to litigate, to seek injunctive relief or to any other recourse to judicial procedure in case of disputes or claims resulting from or in connection with this Program are hereby excluded, and the participant expressly waives any and all such rights.

8. Representations And Warranties

8.1 By accepting these Terms and Registering, you represent, warrant and undertake to the Company as follows:

  • (a) you have read and understood all of these Terms;

  • (b) you have full power and capacity to accept these Terms and perform all your obligations hereunder and that your participation in this Program, your working application and final submissions shall comply with the provisions of any relevant laws, statutes, regulations, by-laws, rules, guidelines and requirements applicable to you as the same may be amended or varied from time to time;

  • (c) these Terms constitute legal, valid and binding obligations on you, enforceable in accordance with its terms and your Registration is not in breach or contravention of any applicable law, regulation or rule in your jurisdiction;

  • (d) you agree and acknowledge that the Grant under the Program do not constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of capital markets product or investment. You understand that you are not guaranteed any Grant or any compensation or credit for participation in the Program or use of your submission;

  • (e) unless admitted by the Company under paragraph 2.3(b), you are not a citizen or resident of any jurisdiction the laws of which prohibit, restrict, curtail, hinder, impair, conflict or otherwise adversely affect your Registration or the receipt of cryptographic tokens as a Grant for participation in the Program;

  • (f) you agree and acknowledge that no regulatory authority has examined or approved of these Terms and no action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction;

  • (g) the provision of these Terms, any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to the Company;

  • (h) you are legally permitted to Register, participate in the Program and undertake all actions contemplated or associated with such Registration and participation;

  • (i) you are Registering as principal and for your own benefit and you are not acting on the instructions of, or as nominee or agent for or on behalf of any other person;

  • (j) you shall not use any Grant given under the Program for any illegal purpose;

  • (k) none of you or your team members is an individual or entity that is, or is owned or controlled by an individual or entity that:

    • (i) is listed by the Monetary Authority of Singapore (“MAS”) as designated individuals or entities defined in the respective regulations promulgated under the Monetary Authority of Singapore Act (Chapter 186) of Singapore, the United Nations Act (Chapter 339) of Singapore or the Terrorism (Suppression of Financing) Act (Chapter 325) of Singapore or such other law, regulation or rule as may be prescribed by the MAS from time to time;

    • (ii) is currently the subject of any sanction administered by the United States Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC") or any other United States government authority, is not designated as a "Specially Designated National" or "Blocked Person" by OFAC or subject to any similar sanctions or measures imposed or administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or similar sanctions administered or imposed by the government of Singapore or any other country (collectively, the "Sanctions");

    • (iii) is located, organised or resident in a country or territory that is the subject of such Sanctions (including, without limitation, the Democratic People’s Republic of Korea, the Democratic Republic of Congo, Eritrea, Iran, Libya, Somalia, South Sudan, Sudan and Yemen); or

    • (iv) has engaged in and is not now engaged in any dealings or transactions with any government, person, entity or project targeted by, or located in any country or territory, that at the time of the dealing or transaction is or was the subject of any Sanctions;

  • (l) you have an understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms and blockchain technology;

  • (m) you bear the sole responsibility to determine what tax implications your Registration, participation in the Program and receipt of Grants may have for you, and agree not to hold the Company or any other person involved in the Program liable for any tax liability associated with or arising therefrom;

  • (n) you agree and acknowledge that the Company is not liable for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data or cryptographic tokens), arising out of or in connection with the acceptance of or reliance on these Terms, the Program or receipt of a Grant by you;

  • (o) you waive the right to participate in a class action lawsuit or a class wide arbitration against the Company;

  • (p) you have all right, title and interest to the working application submitted under this Program and that the working application is your own original work. If you are Registering on behalf of your organisation, you have obtained all required corporate authorisations to bind your organisation to the terms and conditions of this Program; and

  • (q) all of the above representations and warranties are true, complete, accurate and not misleading from the time of your Registration and/or acceptance of these Terms and shall continue to be true, complete, accurate and not misleading thereafter.

8.2 The Company does not make or purports to make, and hereby disclaims, any representation or warranty in any form whatsoever, including any representation or warranty in relation to:

  • (a) the Program;
  • (b) any information set out in the Sites, the Channels or any other place;
  • (c) the Grants under the Program; and
  • (d) your Registration or submission.

9. Disclaimers

9.1 Except for any liability that cannot be excluded by law, the Company, (their subsidiary and related companies, together with their officers, directors, employees, agents and representatives exclude all liability (including negligence) for any personal injury or for any loss or any damage (including loss of opportunity-profit) whether direct, indirect, special or consequential, arising in any way out of or in connection with the Program and your Registration, including, but not limited to:

  • (a) abortion of the Program and any distributions of Grants due to changes applicable laws;

  • (b) failure, malfunction or breakdown of, or disruption to, the operations of the Company, the Ronin blockchain technology or any technology on which the Company, the Program or your Registration relies on, due to occurrences of hacks, cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;

  • (c) any error, omission, interruption, deletion, delay, defect, theft, unauthorised access or third party interference or any virus, error, bug, flaw, defect or otherwise adversely affecting the Program or your Registration;

  • (d) failure to disclose information relating to the progress of your Registration;

  • (e) any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction relating to your Registration and receipt of any Grants;

  • (f) any risks associated with your Registration, participation in the Program and the receipt of any Grants under the Program;

  • (g) any entry, Grant, submission or other correspondence that is late, lost, altered, damaged, incomplete, illegible or misdirected (whether or not due to any reason beyond the reasonable control of the Company);

  • (h) any variation in the market value of a Grant, the number of AXS awarded or the use of a Grant;

  • (i) any tax liability incurred by a grantee or participant; and

  • (j) all other risks, direct, indirect or ancillary, whether in relation to your Registration, the Program, the grant of cryptographic tokens, or the Company which are not specifically or explicitly contained in or stated in these Terms.

9.2 AXS tokens are digital cryptocurrencies which are subject to a high degree of risk, volatility and illiquidity. Participants should make their own investigations and evaluations of digital currencies that will be delivered pursuant hereto. Participants should inform themselves as to the legal requirements applicable to them in respect of the acquisition, holding, trading and disposition of the digital currencies upon delivery, and as to the income and other tax consequences to them of such acquisition, holding, trading and disposition. The Company is in no way responsible for any change in the underlying value or existence of digital currencies for any reason. Failure to provide correct information required for the delivery of a Grant may result in delayed delivery, disqualification, or permanent loss/ forfeiture of a Grant.

10. Indemnification & Liability

10.1 To the maximum extent permitted by the applicable laws, you shall indemnify, defend, and hold each of the Company, its affiliates and/or (as the case may be) their respective subsidiaries, related companies, affiliates, directors, officers, employees, agents, successors, and permitted assignees (“Indemnified Persons”) harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against any of the Indemnified Persons arising out of a breach by you of any warranty, representation, or obligation hereunder or in connection with your participation in the Program, your Registration, working submission and the receipt of any Grants under the Program.

10.2 To the maximum extent permitted by the applicable laws, you shall indemnify, defend, and hold each of the Indemnified Persons harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any Indemnified Person arising out of an act or omission, whether in connection with the Program, or otherwise, which results in a loss, damage to or diminution of value to the Axie community or the Axie ecosystem.

11. No Assignment / No Partnership

The Company may, at its sole and absolute discretion, assign its rights and/or delegate its duties under these Terms. You may not assign your rights or any Grant or delegate your duties, and any assignment or delegation without the written consent of the Company, which the Company may withhold at its sole and absolute discretion, shall be void. No partnership or joint venture or other relationship between the Company and the participants shall be construed as a result of these Terms and the award of any Grants under the Program. 12.

12. Entire Agreement

These Terms contain the entire agreement and the understanding between the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) in relation to your Registration and participation in the Program.

13. Governing Law and Dispute Resolution

13.1 These Terms shall be governed by, and construed in accordance with, the laws of the Republic of Singapore.

13.2 Any dispute between the Parties arising out of or in relation to these Terms (“Dispute”) shall be resolved in accordance with this Section 13.

13.3 A Party shall give prompt written notice of any Dispute to the other Party (a "Dispute Notice"). Such Dispute Notice will include sufficient details of the Dispute to enable the other Party to consider its position in relation to the Dispute.

13.4 Each Party agrees to use its best endeavours to settle any Dispute amicably between the Parties within a period of 30 days from the date of the Dispute Notice given under Section 13.3.

13.5 Only in the event that a Dispute is not settled in accordance with Paragraph 12.4 then either Party may, by notice in writing to the other Party, either refer the Dispute to arbitration pursuant to Section 13.6.

13.6 In the event that either Party refers a Dispute, such Dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force which rules are deemed to be incorporated by reference in this Paragraph. The seat of the arbitration shall be in Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be in English.

13.7 Notwithstanding any Dispute or reference of certain Disputes (or part of certain Disputes) for determination by arbitration pursuant to Section 13.5, the Parties will continue to comply with their respective obligations under these Terms.

14. Contracts (Rights Of Third Parties) Act

A person who is not a Party shall not have any rights whatsoever under these Terms or to enforce these Terms under the Contracts (Rights of Third Parties) Act 2001.

15. Severance And Partial Invalidity

If any of these Terms is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further and, for the avoidance of doubt, the rest of these Terms shall continue to be valid and in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

16. CONTACT

If you have any questions or comments, or wish to send us any notice regarding this Program, please email us at [email protected] with the subject “Builders Program”


SCHEDULE 1

Revenue sharing model

% of Revenue going back to players in-game0-9%10-19%20-29%30-39%40-49%50-59%60-69%70+%
Monthly Revenue (USD)% of Monthly Revenue that has to go to Treasury (Marginal Rates)
$0k - $50k0%0%0%0%0%0%0%0%
$50k - $1M70%60%50%40%30%20%20%10%
$1M+75%65%55%45%35%25%20%10%