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Last Updated: June 20, 2024
Eos Horizons Group Limited, a company incorporated under the laws of the British Virgin Islands with the company registration number 2103733 and its registered address at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. (together with its subsidiaries and associated companies, “Ethlas”, “we” or “us”), is the owner and operator of https://ethlas.com, https://getfailsafe.com, https://battleshowdown.com, and any of its subdomains or subpages (the “Website”).
This Terms of Service and Privacy Policy (collectively referred to as the “Agreement”) is between Ethlas and you, as a member and user of the Website and Service (“you” or the “Member”). Please read this Agreement carefully before using the Services and Website. By accessing, viewing, or downloading information from the Website and using the Services provided by Ethlas, including but not limited to the Battle Showdown developed under the Gambit platform, you acknowledge that you have read, understood, and unconditionally agree to be bound by the terms and conditions contained in this Agreement.
We may need to make changes to this Agreement from time to time. We may unilaterally change the terms of this Agreement and we will send you a notification of the same. You acknowledge that it is your responsibility to check the notification and the updated Agreement upon such notifications. You further agree that your continued use of the Website and Services offered by Ethlas following the posting of the notification of any changes to this Agreement indicates your acceptance of any such changes. As a Member, you will be able to engage in digital payment token activities on the Website.
Ethlas is a distributed application that runs on networks, including but not limited to Ethereum Network, Polygon Network, Base Network Blast Network and BNB Chain (each, a “Blockchain”, and collectively, the “Blockchains”), using specially-developed smart contracts (each, a “Smart Contract”) to enable users to own and transfer digital assets. The Smart Contracts and the Site are collectively referred to in these Terms as the “App”. Using the App, users can view their assets and use the Smart Contracts to acquire, trade and transfer with other App users.
WE ARE ONLY WILLING TO MAKE THE APP, THE SMART CONTRACTS, AND THE SITE AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING THE APP, THE SMART CONTRACTS, THE SITE, OR ANY PART OF THEM, OR BY CLICKING “I ACCEPT” BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU ARE CONFIRMING THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ALL OF THESE TERMS OF USE. IF YOU DO NOT AGREE AND/OR ACCEPT ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE, THE APP AND THE SMART CONTRACTS AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Site, the App, and the Smart Contracts from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you of any changes by updating the “Last Updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site, the App, and the Smart Contracts after the date such revised Terms of Use are posted.
The information on the Site, the App and the Smart Contracts are not intended for distribution to or used by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site and/or the App from other locations do so on their own initiative and are solely responsible for compliance of local laws, if and to the extent local laws are applicable.
The Site is intended for users who are at least 18 years old. People under the age of 18 are not permitted to use or register for the Site, the App, and the Smart Contracts.
Please read this Agreement carefully as it dictates your rights and obligations with respect to your use of the Product. By accessing or using the Product, you agree that you have read, understood, and agreed to be bound by this Agreement. If you disagree with any of these terms, you are not permitted to access or use our Product.
To access or use our Product, you must be legally capable of entering into a binding contract with us. Therefore, you confirm that you are of the age of majority in your jurisdiction (e.g., 18 years old in the United States) and have the necessary authority to comply with the terms and conditions of this Agreement, both on your own behalf and on behalf of any company or legal entity for which you may access or use the App. If you are acting on behalf of an entity, you represent and warrant that you have the legal authority to bind such an entity, in which case the words “you” and “your” as used in this Agreement shall refer to such entity.
Furthermore, you certify that you are neither (a) subject to economic or trade sanctions imposed by any governmental authority nor listed on any prohibited or restricted parties list (including but not limited to the list maintained by the United Nations or the Office of Foreign Assets Control of the U.S. Department of the Treasury), nor (b) a citizen, resident, or organized in a jurisdiction or territory subject to comprehensive country-wide, territory-wide, or regional economic sanctions by the United States or Singapore. You also assure that your access and use of our Product will fully comply with all applicable laws and regulations and that you will not utilize our Product for illegal activities.
Definitions
“Accepted Tokens” include Bit tokens, ELS tokens, wrapped ELS tokens and any other related tokens.
“Agreement” - means the Terms of Service herein and the Privacy Policy.
“Token Trading” – means the token to token spot trading which allows the trading of Accepted Tokens.
“Funds” – Accepted Tokens which you have deposited into your Account.
“Intellectual Property Rights” – includes the full benefit (subject to the obligations) of all patents, trademarks, service marks, and other marks, logos, get-up, trade and business names, internet domain names, rights in designs (and applications for all the same), copyrights (including rights in computer software), moral rights, database rights, rights in know-how, trade secrets, confidential information, inventions, discoveries, improvements, designs, techniques, computer programs, and other confidential processes and information, and know‑how in each case whether capable of being registered, registered or unregistered, and including applications for registration and all rights or forms of protection having equivalent or similar effect anywhere in the world, and rights in the nature of unfair competition rights and rights to sue for passing off; rights under licenses, consents, orders, statutes, or otherwise in relation to a right under subparagraph (a) above; rights of the same or similar effect or nature as or to those in subparagraph (a) and (b) which now or in the future may subsist; the right to sue for past infringements of any of the foregoing rights.
“Member” – shall refer to a registered user of Ethlas’s Services.
“Order” – means a request sent by a Member to buy or sell the relevant tokens.
“Personal Data” - means data, whether true or not, about an individual who can be identified from that data; or from that data and other information to which the organization has or is likely to have access.
“Privacy Policy” - the Ethlas Privacy Policy which forms part of this Agreement and which may be updated by Ethlas from time to time.
“Services” - means all services made available (as may be changed or updated from time to time by Ethlas) via the Website. The Services currently provided by Ethlas include, without limitation to, token-based spot or exchange trading services.
“Suspicious Transaction Report” – means the disclosure of information in relation to suspicious transactions to the relevant authorities pursuant to applicable laws.
1. Membership Application and Access Conditions
1.1 You may apply to become a member of the Website and open an account (your “Account”) to gain access to our Services by clicking on the registration link and submitting a new username and new password. You will also be required to provide your email address. Upon the submission of your registration, Ethlas will send a verification email to your designated email address. You will need to undertake the steps provided in the verification email to activate your Account before you can access your Account through the Website and begin to use our Services.
1.2 The Account is personal to you and must not be shared, nor are you allowed to create multiple Accounts. If you are accepted as a Member, you alone shall become the legal owner of any Spots that you enter into through trading with the Services.
1.3 Access Conditions: When accessing and using the Services, you must:
not attempt to undermine the security or integrity of Ethlas’s computing systems or networks or, where the Services are hosted by a third party, that of the third party’s computing systems and networks;
not use or misuse the Services in any way which may impair the functionality of the Services or the Website or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
not attempt to gain unauthorized access to the computer system on which the Website is hosted or to any materials other than those to which you have been given express permission to access;
not transmit or input into the Website any files that may damage any other person’s computing devices or software; content that may be offensive; or material or data in violation of any law (including data or other material protected by copyright or trade secrets which you do not have the right to use);
not attempt to modify, copy, adapt, reproduce, disassemble, decompile, or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation;
not use the Services and Website in contravention of any laws related to insider dealing, market manipulation, or market conduct or behavior deemed to be market abuse;
not use the Services and Website in a way to deliberately transfer any Accepted Token between a relevant token wallet and another;
not act in any way to damage the fairness, integrity, or function of the Website and the Services it provides; and
agree to comply with the rules of the Website and Services as and when published on the Website.
1.4 You will ensure that all usernames and passwords required to access the Website are kept secure and confidential. You will immediately notify Ethlas of any unauthorized use of your passwords or any other breach of security, and Ethlas will reset your password.
1.5 For the purpose of account security, Ethlas reserves the right to request additional information at any time to support the verification of user identities.
1.6 By registering as a Member, a Member represents and warrants:
(a) they have accepted the Agreement; and
(b) they are at least 18 years of age and have the capacity to accept the Agreement; and
(c) they will not register more than one account unless prior permission has been obtained.
1.7 If an Account has been deemed by Ethlas to be a duplicate account of any Member, Ethlas reserves the right to lock or terminate any such duplicate Accounts without giving any prior notice to the defaulting Member.
2. Know-Your-Client Checks, Anti-Money Laundering, and Counter-Terrorism Financing (“AML/CTF”) Concerns
2.1 While Ethlas does not require you to provide any identifying details such as your legal name, your identification number, your address, or bank account number other than your e-mail address upon registration, Ethlas reserves the right to request such additional forms of identification and put in place measures for the verification of such identification to satisfy itself of your identity and the purposes for your use of the Services.
2.2 Ethlas reserves the right to perform due diligence checks for the identification and verification of its Members pursuant to any regulatory requirements and request.
3. Gas Fees
In-app transactions may require the payment of transaction fees to the appropriate network ("Gas Fees"). Except as otherwise expressly set forth in the terms of another written offer by Ethlas you will be solely responsible to pay the Gas Fees for any transaction that you initiate via our Product in accordance with the then-current prices for such Gas Fees set by such network. You acknowledge and agree that Gas Fees may fluctuate, and Ethlas is not and shall not be liable to you in connection with any such fluctuation.
4. Release of Claims
You expressly agree that you assume all risks in connection with your access and use of our Product. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of our Product.
5. Prohibited Activity
You agree not to engage in, attempt to engage in, or cause or permit any other user to engage in any of the following categories of prohibited activities when accessing and using the Services:
Intellectual Property Infringement: Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.
Cyberattack: Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including, but not limited to, the deployment of viruses and denial of service attacks.
Fraud and Misrepresentation:. Activity that seeks to defraud us or any other person or entity, including, but not limited to, providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.
Market Manipulation: Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including, but not limited to, the manipulative tactics commonly known as "rug pulls,” pumping and dumping, and wash trading.
Securities and Derivatives Violations: Activity that violates any applicable law, rule, or regulation concerning the trading of securities or derivatives, including, but not limited to, the unregistered offering of securities and the offering of leveraged and/or margined commodity products to retail customers in jurisdictions where such activity may be prohibited.
Data Mining or Scraping: Activity that involves data mining, robots, scraping, or similar data gathering or extraction methods of content or information from or in connection with our Product.
Objectionable Content: Activity that involves soliciting information from anyone under the age of 18 or that is otherwise harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, discriminatory, or otherwise objectionable.
6. Intellectual Property Rights
6.1 The Website and the copyright in all text, graphical images, software, design, structure, layouts, the underlying source code and any other materials on the Website are owned by Ethlas, including all trademarks and any other Intellectual Property Rights in respect of the materials in relation to the Services on the Website, including without limitation to the Ethlas Index. Materials on this Website may only be used for personal use and non-commercial purposes.
6.2 You acknowledge that, except as otherwise agreed between the parties in writing, all Intellectual Property Rights of Ethlas and the Website shall remain with Ethlas. You shall not in any circumstances obtain any rights over or in respect of the Website (other than rights to use the Website pursuant to this Agreement and any other terms and conditions governing a particular service or section of the Website) or hold yourself out as having any such rights over or in respect of the Website.
6.3 You may display on a computer screen or print extracts from the Website for the above-stated purpose only provided that you retain any copyright and other proprietary notices or any Ethlas trademarks or logos, as shown on the initial printout or download without alteration, addition or deletion. Except as expressly stated herein, you may not without Ethlas's prior written permission alter, modify, reproduce, distribute or use in any other commercial context any materials from the Website.
7. Data Protection
7.1 Ethlas shall at all times comply with the Personal Data Protection Act 2012 (Act No. 26 of 2012) (the “PDPA”) and the other applicable laws governing the handling of Personal Data.
7.2 All Personal Data handled by Ethlas shall be in accordance with the Privacy Policy.
7.3 Ethlas may place your Personal Data on a database for internal use only. In accordance with the PDPA, Ethlas undertakes not to disclose your Personal Data contained in the information, data and other materials, in whatever form, which is in our possession, to any third party unless such disclosure is required by law, or unless you have given your consent to such disclosure.
8. Third Party Websites
8.1 Ethlas links to third party websites that are not affiliated or associated with Ethlas (although Ethlas branding, advertisements or links may appear on these websites) and Ethlas may send e-mail messages to you containing links to third parties. Ethlas makes no representation as to the quality, suitability, functionality or legality of the material on third party websites that are linked to, or to any goods and services available from such websites. The material is only provided for your interest and convenience. Ethlas does not monitor or investigate such third party websites and Ethlas accepts no responsibility or liability for any loss arising from the content or accuracy of this material and any opinion expressed in the material should not be taken as an endorsement, recommendation or opinion of Ethlas.
9. Warranties and Representations
9.1 You hereby represent and warrant to and undertake with Ethlas that:
(a) You are authorized to access and use the Website. In particular, the jurisdiction where you reside, hold citizenship or conduct business allows you to utilise Ethlas’s Services;
(b) You are not a United States resident.
(c) You are over 18 years old and have full legal capacity to enter into this Agreement;
(d) You are the legal and beneficial owner of the Accepted Token(s) that you have deposited/ are depositing into your Account;
(e) All the Accepted Token(s) deposited into your Account have been derived from legitimate/legal sources;
(f) The use of this Service and Website does not infringe any local law of your country of residence;
(g) You will only apply for a single Account with us;
(h) If you are using the Website as an individual, you are not acting on someone else’s behalf;
(i) If you are using the Website on behalf of or for the benefit of an organisation or a corporate entity, then you warrant that you are authorised to transact on behalf of the organisation or corporate entity. The organisation or corporate entity will be liable for your actions including any breach of this Agreement;
(j) You understand the risks associated with trading in a cryptocurrency exchange and you agree that the use of the Website and the Service is at your own risk. You agree that Ethlas is not liable for any damage, loss or harm arising out of your use of the Website and Service;
(k) The information provided on the Website is for general information purposes only and is given in good faith. The information should not be construed as a recommendation to trade or engage the Service provided by Ethlas in a particular manner. Nothing in this Website shall be construed as an offer to sell or a solicitation of an offer to purchase any securities where it would be illegal to do so;
(l) Notwithstanding the fact that Ethlas administers the Services and runs the Website, you understand and agree that Ethlas may also trade as a Counterparty on the Website; and
(m) You agree to cooperate with Ethlas and provide such necessary documents and/or information as may be requested by Ethlas as part of the Customer Due Diligence (pursuant to Clause 2) and/or the relevant investigations (pursuant to Clause 12.2(a) as may be performed by Ethlas).
9.2 Ethlas gives no warranty about the Website. Without limitation to the foregoing, Ethlas does not warrant that the Website and/or Services will meet your requirements or that it will be suitable for your purposes. For the avoidance of doubt, all implied conditions or warranties are excluded insofar as is permitted by law.
9.3 Ethlas does not warrant that the use of the Website will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Website, computer equipment/networks (which may be provided by a third party) and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Website. You agree that Ethlas shall not be held liable in any way for any such interference that prevents your access or use of the Website and the Service, which cannot be solely attributable to Ethlas.
9.4 Notwithstanding Clause 9.2 above, Ethlas warrants that when it trades as a Counterparty on the Website pursuant to Clause 4.3(a) above, it shall at all times trade in good faith with the relevant Members and refrain from doing any act which might either directly or indirectly give rise to a conflict of interest with such Members, always provided that nothing in this Clause 9.4 will prevent Ethlas from carrying out its normal business activities on behalf of itself where no such conflict exists.
9.5 Ethlas does not warrant that the Service will be uninterrupted, timely, secure or error-free; that the information provided through the Service shall be accurate, reliable or correct; that any defects or errors will be corrected; or that the Services will be available at any particular time or location. Accordingly, you agree to assume full responsibility and risk of loss resulting from your use of the Services and/or Website.
10. Service Performance
10.1 By using this service you confirm your understanding that the timely operation of the Internet is governed by constraints beyond the control of Ethlas. You accept that Ethlas is not liable for any perceived slow operation of the Website.
10.2 By using this service, you accept that all trade executions (i.e. of Spots) are final and irreversible.
11. Indemnification & Limitation of Liability
11.1 Indemnification: - You agree to indemnify and hold harmless Ethlas, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims, expenses, costs (including reasonable legal costs), loss or damages arising from your breach of this Agreement, including any fraudulent, negligent or reckless act, omission or default or your misuse of the Services.
11.2 Limitation of Liability:
(a) In no event will Ethlas, or its suppliers or licensors, be held liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable grounds for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Ethlas under this Agreement during the twelve (12) month period prior to the cause of action.
(b) Ethlas shall not be held liable for any failure, delay or damages which cannot be attributed to its conduct or which are due to matters beyond its reasonable control. For the avoidance of doubt, this shall include such situations where the failure, delay or damages arise due to a technical failure in the protocol of the cryptocurrencies, an action by another Member or a third party (i.e. a compromise in Ethlas’s security safeguards by unauthorised parties, hacker attacks, unscheduled downtimes, database failure, Bitcoin transfer or Bitcoin storage failure, or other failure or malfunction).
(c) Such other limitations of liability clauses as set out in the other provisions of this Agreement, including without limitation to Clauses 3.2(a), 3.4, 4.4(b), 4.8, 9.1(j) and 10.1.
(d) The foregoing paragraphs in this Clause 11.2 shall apply to the extent permitted by the applicable law.
11.3 Inapplicability and/or waiver of rights under consumer protection laws: You agree that you are acquiring the right to access and use the Website and/or Services and that you are agreeing to these Terms for the purposes of a business. Accordingly, you agree that to the maximum extent permitted under the applicable law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction shall not apply to Ethlas’s provision of the Services and the provision of access to the Website. Further to the above, to the maximum extent permitted under the applicable laws, you agree to waive the application of all consumer protection laws (whether applicable to non-business consumers or otherwise) in respect of Ethlas’s provision of the Services and the provision of access to the Website.
12. Risk Disclosure Statement for $ELS
Smart Contract Security Risks
Vulnerability to Exploits: The $ELS system heavily relies on the security of its smart contracts. Any vulnerability in the contract code could be exploited, leading to the theft of $ELS or underlying assets.
Immutable Contracts: Once deployed, smart contracts on the Ethereum blockchain are immutable. If a critical flaw is discovered post-deployment, it cannot be rectified without creating a new contract and migrating all assets, a process that could be complex and risky.
Cross-Chain Interoperability and Performance
Blockchain Congestion: Both the Ethereum network and other integrated networks experience periods of high congestion, leading to increased transaction fees and delayed confirmations. Such issues can adversely affect the functionality and user experience of $ELS.
Increased Transaction Costs: During periods of congestion, gas fees on the host blockchain can rise significantly. This can deter users from transacting with $ELS during peak times, potentially reducing liquidity and limiting functionality.
Delayed Transaction Times: Transactions involving $ELS will face longer confirmation times during network congestion.
Impaired Functionality in DeFi: Congestion can severely disrupt activities, including collateralization, loan repayments, and liquidity provisioning.
Arbitrage Inefficiencies: Congestion can lead to missed opportunities and inefficiencies because arbitrage often depends on the ability to quickly capitalize on price differences. Delays caused by congestion can erase potential profits.
Custody and Centralization Concerns
Custodian Trust: $ELS operates with a centralized custodian model, where custodians manage the underlying assets. Users must trust these custodians to securely manage the assets and to act honestly in the minting and burning processes of $ELS.
Single Point of Failure: The custodian's security measures become a critical point of failure. Should the custodian's systems be compromised, the underlying assets could be stolen, potentially collapsing the value of $ELS.
