Effective date: August 1, 2023
The company, MetaFight SAS with a capital of 1250 euros, registered in the Paris Trade and Companies Register under the number B 908 245 764, whose registered office is located at 50 AV DAUMESNIL 75012 PARIS (hereinafter “MetaFight” or “Company”) operates the platform available at the URL https://www.MetaFight.com/ (hereinafter “Platform”), a video-game called MetaFight running on a browser and using non-fungible tokens (hereinafter “NFT”).
The Service includes the creation of NFT on the ImmutableX blockchain (hereinafter “Minting”) and the use of NFT in the video game accessible on the Platform.
These Terms and Conditions (hereinafter “T&C”) govern the terms and conditions for the sale of NFTs, Minting and use of NFTs in the MetaFight Video Game.
The Users of the Platform declare to have read, understood and accepted the present T&C. Thus, Users expressly acknowledge that they are bound by these T&C and are legally capable of giving their consent. Users acknowledge that they have the right to purchase NFTs and to play video games of the type offered by MetaFight under the law of their country of residence or any other law applicable to them as a consumer.
The T&C are accessible by the User on the site.
The full acceptance of the T&C is a mandatory condition to any connection of the site to the Wallet (hereinafter “Connection”) and any interaction with the site. The User acknowledges having accepted them.
It is specified that the Company is free to modify, at any time, the present T&C, in order to take into account, in particular, any legal, case law, editorial, functional or technical evolution.
In these T&C, words or expressions beginning with a capital letter have the following meaning:
Company: the company, MetaFight SAS with a capital of 1250 euros, registered in the Paris Trade and Companies Register under the number B 908 245 764, whose registered office is located at 50 AV DAUMESNIL 75012 PARIS
ImmutableX (or IMX or IMX Blockchain): is a layer 2 functioning on Ethereum blockchain used to issue the NFTs used in the Video Game
IPFS (or InterPlanetary File System): decentralised data and file hosting system
Login: the act of connecting your Wallet to the Platform
Logout: the act of disconnecting your Wallet to the Platform
Metadata Content: any file linked to or referred to in the JSON Metadata linked to the NFT
Metadata: any file linked to or referred to in the JSON Metadata linked to the NFT and accessible with the URI function
Minting: the act of creating an NFT
NFT: non-fungible token created on a blockchain thanks to a SmartContract
Platform: the site accessible at the URL https://www.MetaFight.com/ including the NFT marketplace
Services: Minting tools made available on the Platform
SmartContract: smart contracts corresponding to computer instructions running on a blockchain
T&C: General Terms and Conditions of Sale of the Platform
User: all persons and entities with full legal capacity accessing the Platform
Video Game: the MetaFight video game, which runs on a browser and uses NFTs for interaction between players and the attribution of rewards with features in the video game
Wallet: blockchain wallet allowing access to crypto-assets and interaction with the blockchain
Connection is open only to persons and entities with full capacity to contract.
Connection is a mandatory prerequisite for any interaction with the blockchain and use of the Services and Minting.
The User undertakes to provide only real data and truthful information.
The site requires the use of a Wallet address and email address for authentication and interaction with the blockchain to issue NFTs and use them in the video game. The User also agrees to be geolocated. The publisher has no control over the data stored by this third party tool. We invite you to inquire about this point with the publisher of this third-party tool integrated into your browser.
Browsing the Platform may result in the installation of cookies on the equipment of the person concerned.
The person concerned can oppose the recording of cookies by configuring their browser. The data collected via cookies are kept for a period of 12 months from their collection.
The User may log out from his Wallet at any time by clicking on the log out button directly on his Wallet managed by a third party.
The Company reserves the right to refuse access to a Wallet, without prior notice, in particular, in the event of a breach of these T&C, in the event of illicit behaviour or behaviour contrary to good morals observed on the Platform or observed by another User, in the event of reported abuse of the messaging system, in the event of abusive or fraudulent use of the Services or in the event of identity theft.
To access the Platform and use the Service, the User must have functional computer equipment, a stable Internet connection, and a compatible Internet browser. The Company shall not be held responsible for any incompatibility of the User’s computer equipment with the Platform or some of its Services.
All connection costs to the Platform shall be borne by the User.
The Platform consists of a Minting service allowing the generation of an NFT via SmartContract and a video game.
To use the Minting service it is necessary to login.
The Minting Service allows the creation of NFTs that can be used in the Video Game. Each NFT is unique and it has its own unique characteristics, whether aesthetic or functional in the Game. The created NFTs have properties that are recorded in the Metadata and give access to features in the Game.
To access the Video Game, the User must be logged in.
Once the User has access to his Account, he/she will be able to claim Starter Cards Packs in the Manager Office building.
The amount of Starter Cards Packs the User can claim depends on different factors such as giveaways (one could claim up to six packs).
Starter Cards are free cards that are given to the Users in order for him/her to be able to play in the Video Game.
Each Starter Cards pack contains three free cards which can only be used for free play.
The Starter Cards are not NFT-powered so the User acknowledges that they don’t grant him/her any property rights of any kind. And for that reason, the User can’t resell the Starter Cards on the Platform’s Marketplace or any other third-party marketplaces.
The supply for the Starter Cards is unlimited.
Apart from the Manager Office, there are two other types of buildings: the Gym and the Arenas.
The functioning of the Gym and Arenas can be read on the Company’s whitepaper which is accessible on: https://metafight.gitbook.io/whitepaper/
All the Leagues available in each Arena are free to use.
Leagues are made up of a specified number of players.
Leagues give access to rewards according to the User’s results. The User’s results are determined according to the points they can earn which allow them to move up in ranking.
At the end of each season and depending on their ranking, the User can obtain discounts that they can use when purchasing certain NFTs.
Moreover, depending on the number of points collected, the User may obtain NFTs with or without a discount.
Each Arena has its own independent Leaderboard.
Users who place first on the Leaderboard will win rewards. And different tournaments will be organised on the Platform so that Users can advance in the Leaderboard.
Any League comes with a prize pool to be shared between the participants based on their results and ranking on the Leaderboard. Each participation in a League grants Rewards, the distribution is made descending order based on ranking: the longer and harder a League is, the higher the Rewards are.
In-league Rewards consist of points, NFTs cards, packs, cryptocurrency, or even real-life products and experiences.
It is understood that any User has the opportunity, without any purchase being necessary, to win the Rewards.
There are two types of Cards in the Game.
1) Fighters Cards
The Fighters Cards are the ones the User will use in order to join in Fights.
In the Gym building, the User will be able to train their Fighters Cards and make them gain Primary stats (Striking, Grappling, Wrestling), Secondary Stats (Fight IQ, Stamina, Speed, Explosiveness, Strength, Suppleness, Mental and Congestion) and Special Effect attributing strategic aspects.
Primary stats can be gained through the evolution of the Gym or Trainer cards.
Secondary stats and Special Effect can be added to the Fighter through the use of Equipment cards.
More information regarding the Fighters Cards can be found on https://metafight.gitbook.io/whitepaper/assets/fighter-card
2) Equipment Cards
They are Bonus Cards which depict aspects of the entire MMA ecosystem: Gyms, Trainers, Equipment (Outfit, Training), or even Sponsors. They offer players the ability to custom craft their Fighters and increase their performance.
When paired with the Fighters cards, they will impact the statistics attached to them.
Once they are attached to a Fighter’s card, they are locked and cannot be used on two different Fighters.
More information regarding the Equipment Cards can be found on https://metafight.gitbook.io/whitepaper/assets/equipment-card
3) Deprecated Cards
For improvement and development purposes, new versions of NFT collectible cards might be made available, and it is possible that former versions appear on the Blockchain with a [Deprecated] mention.
These cards are not supported by the Platform anymore and are not to be used in the Game.
They hold no value and are not intended to be resold on the secondary market.
Rarity is the first characteristic of each asset present in the Game.
More information regarding the Rarity of the Cards and their purpose can be found on https://metafight.gitbook.io/whitepaper/assets/rarities
The purchase of NFT main pendant is the access to specific components of the Video Game.
For the time being, the only official shop used for the acquisition of NFT by the Users is: https://metafight.com.
The NFTs will be sold as a package (including several cards at random). They will be either sold for a given price, directly on the Platform, or through auctions set over a fixed period of time, with the last bidder winning the NFT(s) at the end of the term.
The Company is not responsible for any purchase of NFTs via any page other than the one referred to as the official sales URL in this Article. The User acknowledges that he/she is solely responsible for any purchase of NFT on any other URL than the one referred to and understands that the Company shall not be liable.
The Company reserves the right to discontinue the sale of NFTs through this site and/or to use other methods of selling NFTs.
The Company also reserves the right to host events during which NFT cards will be offered for sale for a limited period of time (e.g. ‘Fighter of the Day’ event, running from August 1, 2023 to September 1, 2023).
It it expressly understood that for the Fighter of the Day Event, the purchase of the Fighter of the Day’s unique card done through a credit card transaction solely guarantees the designation of the Fighter of the Day and the Rarity of the card, with the exception of the specific card number (#). The card number (#) is guaranteed only for a purchase made through a Wallet, via the Blockchain.
A User may offer for sale on the Platform an NFT that he/she has in his/her Wallet by logging into his Wallet, and upload a sale listing specifying a price.
NFTs are offered for sale in exchange for the cryptocurrency in use on the Platform. The NFT listing may be withdrawn at any time, as long as no buyer has purchased the NFT. Any sale of NFT is final and the Platform is a third party to the sale made between Users of the Platform.
The Platform Service is limited to allowing Users to present NFTs and to facilitate sales transactions between the Users, sellers and buyers through a graphical interface and a Wallet Connection.
The Company is not the seller of the NFTs but merely a technical platform facilitating transactions between Users.
The Company reserves the right to prevent the display of certain NFTs or to prohibit their sale on the Platform.
The Company reserves the right to discontinue its Service at any time.
In return for the NFT and the rights associated with the NFT in the Video Game, the User agrees to pay the Company a lump sum remuneration at the time of the meeting of the minds formalised by the execution of the smart contract transferring the NFT between two public addresses on the IMX blockchain.
The price may result from an exchange with crypto assets or tokens expressly accepted by the Company.
The price of each NFT, the features of the NFT in the Video Game, the duration of granting these features in the Video Game and the number of NFT per collection is specified on the Site and clearly visible to the User on the description page allowing to select the NFT to proceed with the purchase.
The transfer of the NFT to the User’s Wallet is performed automatically by sending the amounts determined, via SmartContract on ImmutableX.
The transfer of the rights of use in the Video Game related to the NFT takes place as soon as the NFT is placed in the User’s wallet and continues for as long as the NFT is held in a wallet of which the User is the owner, within the limits of Article 7.4, the duration of the granting of functionalities linked to the Video Game referred to in Article 7.2 and the maintenance of the service.
On the Primary Market Platform and for the NFT Buyers who wish it, they will be able to obtain a purchase invoice if they provide an email address, phone number and Wallet address.
The User shall ensure that in case of resale of the NFT to a third party by way of a smart contract or by way of transfer of ownership of a decentralised, centralised, digital or physical electronic wallet that a percentage of 7,5% (seven point five percent) of the total resale price will normally be paid automatically or in case of impossibility will be paid back within a maximum period of 14 days to the Company.
This fee is due for operations on the secondary market made on both MetaFight’s marketplace or third party marketplaces, without distinction.
In the event of a breach of the obligation referred to in this Article, the Company may decide unilaterally, after this 14-day period, without prior notice, to deactivate the NFT’s features in the Video Game, pending payment of the contractual resale rights.
In all cases, this sum must be paid into the wallet identified by an Ethereum address of the IMX blockchain.
The Company will be able to define a different contractual resale right percentage at the primary market stage, provided that it clearly and legibly specifies this percentage at the time of purchase by the User.
In accordance with applicable law, the User expressly waives his/her right of withdrawal upon delivery of the digital assets formalised by the NFT by automatic execution of the SmartContract. The sale of NFT is firm and final. No request for retraction, cancellation or refund will be processed.
The Company may carry out Airdrop(s) and will collect the necessary data to know if the Users comply with the requirements of the Airdrop.
The purpose of the Airdrop is to give rewards to active Users of the Website for special occasions such as anniversaries, raffles, giveaways, etc.
The requirements and terms to participate in each Airdrop and the content of the Airdrops will be determined by the Company before each launch.
The Company may shorten, extend, change or cancel the Airdrop if it deems it appropriate or if special circumstances occur that prevent the performance of the Airdrop(s).
The Company is not liable if the Airdrop participant fails to pass the requirements to participate in the Airdrop(s).
The winners of the Airdrop(s) agree that the rewards or benefits earned through the Airdrop does not create or represent any relationship between the Company and the winner.
Whitelisting will allow a list of wallet addresses to have priority access to certain NFT cards before they’re made available to the general public.
The Company reserves the right to use this practice in order to generate community engagement.
To be admitted on the Company’s whitelist, the participant might be required to execute specific actions related to the Company’s social media, or to the Platform in general.
The winner(s) of each whitelist will be determined at random by the Company.
The Company owns all intellectual property rights related to the operation of the Platform, in particular: characters, universe, design, scenario, game play of the Video Game, database, Smart Contracts, trademarks or logos, rights to use the image of the fighters.
All intellectual property rights on the content of the Website, such as logos, images, sounds, videos, graphics or illustrations, are the property of the Company. They are provided free of charge for the exclusive purpose of using the Website. Therefore, in accordance with the French Intellectual Property Code, any act of reproduction, representation, distribution, resale, exchange, rental, transfer, modification, adaptation, correction and use of any of these elements, as well as any act of disassembly, decompilation, decryption, extraction, reuse - it being specified that this list is not exhaustive - in whole or in part, by any means whatsoever and on any medium whatsoever, without the authorization of the Company, are strictly prohibited and may be subject to legal proceedings for infringement.
The Company is also the creator of the database of the service. Any unauthorised extraction or reproduction is therefore prohibited.
The NFTs purchased by the Users give them privileged access rights and features in the Video Game. The purchase of NFTs should not be construed as a transfer or licence of intellectual property rights.
The blockchain currently used by the Platform is ImmutableX.
The ImmutableX blockchain offers unlimited scalability which means that games have full liberty to expand and the Platform is less likely to be crowded by user transactions.
It also allows enhanced user experience in that it offers instant transaction confirmation.
For each transaction, ImmutableX uses ‘rollups’ for their layer 2 solution, which means that they batch many transactions into a single one on layer 1, the cost of which is shared across all transactions. For this reason, ImmutableX is able to offer cheaper and sometimes free transactions.
ImmutableX is able to maintain Ethereum-level security because all layer 2 transactions are batched and settled on layer 1, therefore they keep the same security properties.
ImmutableX builds on top of the Ethereum network so applications or assets on layer 2 can easily access layer 1 and interact with other layer 1 users or applications.
During Minting, uploaded and created files are associated with NFT Metadata Contents. File storage uses IPFS (InterPlanetary File System).
The Company has no control over the storage and retention of data on IPFS and does not administer this decentralised system in any way.
The Company reserves the right to change the storage system for its future Services.
The User understands that by using Minting and storing data on IPFS, he will not be able to delete it and will not be able to request the Company to delete it.
Browsing and Connection to the Platform is free of charge.
The User can decide to stop using the Platform at any time and not to create the NFT.
The User declares and guarantees to the Company that he/she is acting in his/her own name and on his/her own behalf in his/her capacity as a natural person of legal age and with full capacity to contract or as the legal or duly authorised representative of a legal entity.
User undertakes to publish only authentic data, information and content, and texts on which he has the necessary rights, particularly intellectual property rights.
User undertakes to make normal and legal use of the Service offered by the Platform.
The User undertakes, directly or by allowing access to third parties, not to send viruses, spam, chain mail, unsolicited offers of any kind, not to investigate, scan, test, reverse engineer, use automatic systems to extract data from the site and not to copy the interface and any element of the Platform.
The User understands that the Company does not intend to accompany the User in the sale of the NFT on a third party website, platform, software or tool.
The User understands that the Company does not have the role of arbitrating any disputes between the User and potential buyers of the NFT.
Users are advised to carefully read the risk factors described below. User understands that the Company does not have control over the risks mentioned below and expressly agrees that the Company will not be liable in case of a loss corresponding to the realisation of a risk mentioned below. The realisation of any or all of these risks is likely to have an adverse effect on the User and on the NFTs created with the Platform and its Service. In addition, other risks, not yet identified or considered insignificant by the Company, as of the date of these T&C, could also have an adverse effect.
The value of the Video Game’s NFT is essentially a usage value for accessing Video Game components. The value of the NFT created is in no way promoted or guaranteed and on the other hand the evolution of the value of tokens such as Bitcoin or Ether can significantly influence the price of other tokens in this emerging market. The User is advised that an NFT may not necessarily find a buyer on third-party NFT sales sites.
The User is advised that the NFT or its Metadata created with the Service may not be compatible with third party sites.
As with any token issuance, especially of NFT, carried out with a SmartContract, even a standard and audited one, a risk of discovery and exploitation of a security flaw cannot be excluded.
The Company declines any responsibility in case of unforeseeable failure related to the SmartContract, malfunctioning, loss of token, erroneous transaction or hacking but will use its best efforts to issue alternative NFTs to replace the NFT with the faulty code.
Metadata Content is stored by default on the InterPlanetary File System (IPFS).
User understands that the Company has no control over IPFS and cannot guarantee the functioning, stability, display, effective storage or maintenance of links to the IPFS stored file referred to in the Metadata Content.
The User is invited to keep the files of the Metadata Contents with his/her own storage means.
The User understands that the Company shall not be held responsible in case of any malfunction of IPFS.
The Wallet used to store and transfer NFT via the Platform must be compatible to receive and transfer tokens on the IMX blockchain (Ethereum layer 2).
In case of NFT transfer to an incompatible Wallet, the User will normally not be able to access the NFT anymore. This means a total loss of his/her NFT.
The User bears full responsibility for the decision as to which Wallet is used. The User is also responsible for the secure storage of the private key of his/her Wallet. Loss or theft of the private key is equivalent to loss of all NFTs assigned to the Wallet.
It is recommended to use exchange platforms and browser Wallets only for instant transactions and not for storing NFTs, cold storage or hardware wallets being preferred.
The electronic shared record device chosen is the Ethereum public blockchain.
The Ethereum blockchain is based on the PoS form of Proof-of-Stake consensus, which relies on a system of selection of validators. As such, the Ethereum blockchain relies on a relatively new consensus mode, which is likely to be more vulnerable to computer attacks than the Proof-of-Work (POW) model, and globally more vulnerable to 51% attacks, due to a still limited level of network decentralisation.
The Company reserves the right to migrate its Services from the Ethereum blockchain to another blockchain or other blockchains, in particular in case of security risk or excessive congestion of the blockchain. The migration costs will be paid by the Company.
Changes in legislation, regulations or other standards applicable to the Company’s business and NFTs could prevent the continuation of operations and the continuity of the Service.
As the field of blockchain, crypto-assets and NFTs is relatively recent, the regulations in force are changing regularly and significantly on an international scale. Legislative or regulatory changes could have a significant adverse effect on the Company’s operating costs and the economics of NFTs. In this context, possible non-compliance could lead to various types of sanctions, including the limitation, suspension or prohibition of certain activities and the imposition of fines, damages and other penalties, which could affect the continuity of the Service offered by the Company. For these reasons, the User is obliged to check whether the NFT Minting activity that the User carries out using the tools provided by the Platform is lawful in his/her country.
It should also be noted that regulatory or normative changes could affect the operation of the IMX blockchain used for Minting which could generate risks related to trust in the IMX blockchain ecosystem and costs for the Company and holders of NFTs on these blockchains to migrate to other blockchains or to central bank digital currencies.
The tax risks associated with the creation of NFTs, in particular via the Service and the sale of NFTs, are due to the novelty of these assets and their as yet undefined legal and tax status. These risks are mainly related to the lack of visibility in many national laws due to the novelty of the matter and the structurally evolving nature of finance laws.
The Company informs the Users that the sale on the Marketplace is likely to constitute a taxable income under French law. Users are strongly advised to contact the relevant tax and social security authorities to ensure that they meet their tax and, where applicable, social security obligations.
It is the sole responsibility of the User to fulfil its tax obligations resulting from the sale on the Marketplace.
The risks referred to in Articles 16.1 to 16.8 are not covered by the warranties referred to in this Article.
In accordance with consumer law, the consumer is informed that he has a period of two years from the delivery of the goods, i.e. the NFT, to obtain the implementation of the legal conformity warranty in case of a defect of conformity. During this period, the consumer is only required to establish the existence of the lack of conformity and not the date of its appearance.
Where the contract of sale of the goods foresees the supply of digital content or a digital service on a continuous basis for a period of more than two years, the legal warranty shall apply to that digital content or digital service throughout the period of supply provided. During this period, the consumer is only required to establish the existence of the lack of conformity affecting the digital content or service and not the date of its appearance.
The legal warranty of conformity implies an obligation for the professional, if necessary, to provide all the updates necessary to maintain the conformity of the good. The legal warranty of conformity gives the consumer the right to repair or replace the good within thirty days of his/her request, without charge and without major inconvenience to him.
If the good is repaired under the legal warranty of conformity, the consumer benefits from a six-month extension of the initial warranty. If the consumer requests repair of the good, but the seller imposes replacement, the legal warranty of conformity is renewed for a period of two years from the date of replacement of the good. The repair of the good, as far as NFT is concerned, can correspond to the reissue of an NFT with identical functionalities.
The consumer is also entitled to a discount in the price of the goods or to rescission of the contract when the lack of conformity is so serious as to justify immediate discount in price or rescission of the contract. The consumer is then not obliged to ask for the repair or replacement of the goods beforehand.
The consumer is not entitled to rescind the sale if the lack of conformity is minor.
Any period of immobilisation of the good for the purpose of its repair or replacement suspends the warranty which remains to run until the delivery of the good restored. This period of immobilisation only begins to run from the moment the User informs the Company.
The rights mentioned above result from the application of articles L. 217-1 to L. 217-32 of the French Consumer Code.
The seller who obstructs in bad faith the implementation of the legal warranty of conformity is liable to a civil fine of up to 300,000 euros, which may be increased to 10% of the average annual turnover (Article L. 241-5 of the Consumer Code).
The consumer also benefits from the legal warranty of hidden defects pursuant to Articles 1641 to 1649 of the Civil Code, for a period of two years from the discovery of the defect. This guarantee gives the right to a price reduction if the good is kept or to a full refund against return of the good.
The Company undertakes to use its best efforts to ensure the availability and continuity of the Services on the Platform, but cannot provide any particular guarantee, as the Company is dependent on the maintenance of telecommunication services and other service providers, particularly in terms of Internet connectivity and operation of the blockchain.
The Company does not undertake any obligation of result regarding the potential sale of the NFTs created on the Platform.
The Company shall not be liable for any damage to the User’s computer equipment or slowdown of the User’s Internet connection or for any direct or indirect damage caused by a virus, a mirror site, phishing, a break in service due to an intrusion or malfunction, an interruption or any use of the Platform and the Service or due to force majeure. The Company shall not be held responsible for screenshots and/or data leaks and their subsequent dissemination.
These T&C shall be governed by French law.
No income is received by Users via the Platform, which only allows the Minting of NFTs and not the sale of NFTs. Users are nevertheless reminded that income derived from the sale of NFTs must be declared and, unless exempted, be subject to taxes in accordance with the applicable law.
In the event of a dispute, and when this disagreement could not be settled by a prior written complaint directly to the Company, the User may resort free of charge, pursuant to Article L612-1 of the Consumer Code, to a mediation service.
At the European level, the European Commission has made available an online dispute resolution platform accessible via the following link: https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home2.show&lng=FR
In the absence of an amicable agreement between the parties and in the event of failure of the talks, the parties will resume their entire freedom and the competent court will be that of the place of residence of the defendant.
If one or more of the clauses of the T&C are declared invalid, they shall be declared non written, which shall not affect the validity of the T&C and its other clauses which shall continue to apply.
The User may make requests, comments and suggestions by addressing the Company via the contact email email@example.com providing sufficient details, a clear description and the reasons for the request. Requests are usually processed within seven (7) business days.