Critters Quest dba Paradice Technologies Inc. Terms of Service

Effective Date: September 12, 2024

1. Acceptance of Terms

By accessing or using the Critters platform (“Platform”), you agree to be bound by these Terms of Service (“TOS”). Critters Quest dba Paradice Technologies Inc. (“Company,” “we,” “our”) reserves the right to modify these TOS at any time without prior notice. Your continued use of the Platform constitutes your acceptance of the modified TOS. If you do not agree to these terms, you must discontinue using the Platform.

2. Eligibility

You must be at least 18 years old to participate in NFT mints or token purchases on our Platform. By using the Platform, you represent and warrant that you are fully able to understand and comply with these TOS and any applicable laws in your jurisdiction.

3. No Financial, Investment, or Legal Advice

The content provided on the Platform, including NFT mints, tokens ($QUEST), and any related services, is for entertainment and informational purposes only. Nothing on the Platform constitutes financial, investment, or legal advice. You are solely responsible for conducting your own research and due diligence before participating in any NFT minting or token activities.

4. Nature of NFTs and Tokens

NFTs and tokens offered on the Platform are digital assets representing ownership of unique, non-fungible content. These assets do not represent ownership of physical goods, shares in the Company, or any form of security. Participation in the minting process or acquisition of tokens does not entitle the holder to rights, claims, or privileges in the Company, such as profit-sharing, governance rights, or ownership stakes.

5. Regulatory and Legal Risks

The regulatory framework governing cryptocurrencies, tokens, and NFTs is uncertain and evolving. The Company operates under the laws of Panama. By using the Platform, you acknowledge and accept that you are responsible for complying with the laws in your jurisdiction. Participation in our NFT or token projects may be restricted by your country’s laws, and it is your duty to ensure compliance.

5.1 Regulatory Clarity

NFTs and tokens offered on the Platform are utility-based assets with no intrinsic or market-backed value beyond their use within the Platform. This is a strict non-security token offering designed for in-game utility and community engagement, and as such, participation in the project does not confer ownership, voting rights, or dividends.

5.2 Jurisdictional Restrictions

The use of features on the Critters Quest platform may be restricted for individuals or entities located in the following Restricted Jurisdictions for certain activities within the Critters Quest ecosystem: Afghanistan, Belarus, Burundi, Central African Republic, Democratic Republic of Congo, Côte d'Ivoire, Cuba, Crimea region of Ukraine, Donetsk and Luhansk regions of Ukraine, Democratic People's Republic of Korea (North Korea), Iran, Iraq, Lebanon, Liberia, Libya, Mali, Myanmar, Nicaragua, Puerto Rico, Somalia, Sudan, Syria, Venezuela, Zimbabwe, United States of America (including its territories), and People's Republic of China. Any jurisdiction subject to sanctions, embargos, or other legal restrictions imposed by the United Nations, the U.S. Department of Treasury (OFAC), the European Union, or similar authorities may also face restrictions. You are responsible for ensuring that your access to the platform is lawful within your country of residence. The Company reserves the right to block access to users in Restricted Jurisdictions for certain platform activities. Additionally, attempts to bypass these restrictions, including through the use of VPNs or proxy services, may result in account suspension or termination.

5.3 Economic Sanctions and Compliance

By using the Platform, you agree to comply with all applicable anti-money laundering (AML) laws, counter-terrorist financing laws, and any other legal obligations in your jurisdiction. The Company reserves the right to request documentation and information as needed to ensure compliance with these regulations. This may include verifying your identity, residency, or business operations. Failure to provide such information may result in the suspension of your account.

5.4 Evolving Legislation

Laws regarding digital assets and cryptocurrencies are fluid. You agree that the Company may take necessary actions to comply with future regulations and acknowledge the risk of changes affecting the functionality or legality of your NFTs or tokens. You agree to indemnify the Company against any consequences arising from regulatory changes.

6. Tax Obligations

Any tax obligations arising from the purchase, sale, or use of NFTs or tokens are solely your responsibility. The Company does not provide tax advice or represent itself as qualified to assess your personal tax liabilities. You are encouraged to consult a tax professional to understand the tax implications of your activities on the Platform.

7. Risk of Loss

The value of NFTs and tokens is highly volatile and speculative. By purchasing NFTs or tokens, you acknowledge and accept the risk of total loss of your investment. The Company does not guarantee any particular value or liquidity for NFTs or tokens and is not liable for market conditions affecting these assets.

7.1 Volatility Acknowledgment

You acknowledge that NFT and token values may fluctuate wildly, leading to gains or losses. The Company is not liable for any financial outcomes or decisions based on participation in the Platform. You agree that you are solely responsible for your investment decisions.

8. Use of Tokens ($QUEST)

$QUEST tokens are utility tokens used exclusively within the Critters platform for in-game functions, including upgrading NFTs, participating in battles, or other designated activities. $QUEST tokens do not have intrinsic or monetary value outside the Platform. The Company makes no representations regarding the future value or liquidity of $QUEST tokens and warns users against speculative trading of these tokens.

8.1 Liquidity Risks

$QUEST tokens are subject to liquidity risks. The Company does not promise or imply that external exchanges will list $QUEST tokens or provide liquidity pools. Users assume all risks related to illiquidity or token devaluation.

9. Staking and Liquidity Pools

The Company may offer staking programs or liquidity pools in collaboration with third-party decentralized exchanges such as Raydium, Orca, and Meteor. Participation in such programs involves risk of impermanent loss, and no guaranteed returns are offered. Users assume all risks associated with staking or providing liquidity and acknowledge that third-party platforms are not under the Company’s control.

9.1 Third-Party Risk

The Company is not responsible for any losses, technical malfunctions, or security issues occurring on third-party platforms. You agree to use external platforms at your own risk and assume all liability for any funds committed.

10. NFTs and Tokens as Non-Securities

NFTs and tokens offered on this Platform are not securities and do not represent ownership in any business entity or investment contract. You agree not to represent, market, or attempt to resell NFTs or tokens as securities. Participation in the Platform is for entertainment, utility, and engagement, not for financial returns or investment purposes.

11. No Promise of Development or Product Creation

The funds raised through the Critters mint are not intended to be used for the creation of any future products or developments beyond what has been explicitly stated in the mint itself. The Company makes no promises or guarantees that any additional projects, features, or services will be developed or built beyond what is currently offered. The mint proceeds are collected without obligation to fund any further product development or deliverables.

12. Feature Availability and Project Progression

It is understood that certain features and progression within the Critters ecosystem may be unavailable or remain locked based on project milestones or specific conditions. For example, users will be unable to claim $QUEST tokens until the entire Master Edition mint is completed. Similarly, other tools, utility functions, and features related to NFTs will remain closed until the mint has fully concluded. Users accept that these conditions are a part of the project’s design, and features may or may not unlock based on predetermined criteria.

13. NFT Destruction and Loss of Associated Assets

You acknowledge and accept that certain NFTs in the Critters ecosystem can be destroyed during gameplay or as part of specific game mechanics. If an NFT is destroyed, any tokens, assets, or other digital items tied to that NFT will also be lost. You understand and agree that participation in the game comes with the risk of losing both NFTs and any associated assets in the event of destruction.

14. Teams, Entries, and Staking

Participation in a TEAM within the Critters ecosystem is subject to the discretion of the Team NFT owner. You acknowledge that TEAM NFT owners are not required to accept your entry onto their team. Entries are a form of soft staking, meaning your NFTs are not locked until a Team owner accepts your participation. However, if the Team NFT owner chooses to accept you as a member, your NFTs will be locked for the duration of the season, and by agreeing to these terms, you accept this condition.

15. Team Configuration and Reward Distribution

You understand and agree that the distribution of $QUEST tokens and other rewards is solely dependent on the configuration set by the Team NFT owner. TEAM NFT owners have full control over how rewards are allocated to players on their team. Additionally, Team NFT owners have the ability to incentivize other NFT projects to stake their assets to the Team, giving players on the team a boost. The Team NFT owner is responsible for distributing any rewards to people who stake NFTs from other communities into the TEAM NFT smart contract.

16. Intellectual Property

All content and materials on the Platform, including but not limited to logos, designs, and creative assets, are the intellectual property of the Company. You may not reproduce, distribute, or use the content for any purpose without prior written consent from the Company.

17. Prohibited Conduct

You agree not to use the Platform for any unlawful activities, including but not limited to money laundering, terrorist financing, fraud, or illegal gambling. The Company reserves the right to terminate your account and report suspicious activities to the relevant authorities if any such activities are detected.

18. Limitation of Liability

The Company, its affiliates, directors, officers, and employees shall not be liable for any damages, whether direct, indirect, incidental, or consequential, arising out of your use of the Platform, including financial losses, asset losses, or damages related to the use of NFTs or tokens.

18.1 Force Majeure

The Company is not liable for any disruptions, losses, or delays caused by force majeure events such as natural disasters, market crashes, regulatory changes, or technological failures beyond the Company’s control.

19. Smart Contract Audit Disclaimer

Our smart contracts have not yet undergone an external security audit. By interacting with the smart contracts associated with the Critters platform, including the minting of NFTs and the use of $QUEST tokens, you acknowledge that you do so at your own risk. The Company is not liable for any vulnerabilities or losses resulting from interactions with the smart contracts before they have been audited.

20. Governing Law and Dispute Resolution

These TOS are governed by the laws of Panama. Any disputes arising from your use of the Platform will be resolved through binding arbitration in accordance with Panamanian law. By using the Platform, you waive your right to participate in any class-action lawsuits.

21. Amendments to Terms of Service

The Company reserves the right to modify, amend, or replace any part of these TOS at its sole discretion. Users will be notified of material changes, and your continued use of the Platform following such notification will constitute your acceptance of the revised terms.

Contact Information

If you have any questions or concerns about these TOS, please contact us at [email protected].