1 BGP SERVICES.
1.1 Arcade Game Node
Arcade Game Node is a computer software and hardware system connected to the Arcade Blockchain. The Arcade Game Node supports blockchain video games by maintaining the cryptography and confirming transactions on the Arcade Blockchain. At the option of the User, the Arcade Game Node may be recommissioned by the User to support other blockchains or other technologies.
1.2 Arcade Blockchain
The Arcade Blockchain allows each User to store items, characters, and other attributes on the Arcade Blockchain public ledger that allows for decentralized, immutable record of ownership.
1.3 ARCADE Reward
Each User of any game on the Arcade Blockchain and associated Arcade Game Node will be able to earn the ARCADE Reward. The ARCADE Reward is a digital reward and not a Security Token. ARCADE is not being offered to investors and there is no Initial Coin Offering (ICO) to promote ARCADE. Like BTC (which is the digital reward generated from the Bitcoin blockchain), ARCADE is created through a unique blockchain protocol. Each User that participates in the Arcade Blockchain protocol shall receive 100% of the User’s allocated ARCADE Reward, which is deposited daily in the User’s Arcade wallet (viewed in the User’s dashboard). The ARCADE Reward may reside solely within the Arcade Blockchain, and may or may not have value.
1.5 Arcade Wallet
1.5.1. BGP will provide each User with an Arcade Wallet. BGP will never take custody or control over ARCADE Reward stored in a User’s Arcade Wallet. The Arcade Wallet does not store, send or receive any cryptocurrency or reward other than ARCADE Reward. Instead of the Arcade Wallet, the User may use any digital wallet provided by a third party company that safely connects to the Arcade Blockchain. A User may be able to use the Arcade Wallet or other compatible wallet to send and receive ARCADE Reward with other users of the Arcade Blockchain. BGP does not offer any User the ability to exchange one form of currency for any other form of currency (fiat or digital). Arcade Wallet is not a custodian, exchange or money transmitter.
1.5.2. When a User creates an Arcade Wallet, the Arcade Blockchain software generates a cryptographic private key and public key pair that the User must use to send and receive ARCADE Reward. The User is solely responsible for storing, outside of BGP’s Services, a backup of any User’s Arcade Wallet, private key(s), or transaction information that the User maintains in the Arcade Wallet or otherwise with the BGP Services. If the User does not backup the Arcade Wallet, the User may not be able to access the BGP in the event that BGP discontinues some or all of the BGP Services.
1.5.3. In order for a transaction to be validated on the Arcade Blockchain, any BGP transaction through the Arcade Wallet must be confirmed and recorded in the distributed ledger associated with the Arcade Blockchain. The Arcade Blockchain is a decentralized, peer-to-peer network supported by the users of the Arcade Blockchain, which is not owned, controlled or operated by BGP.
1.5.4. BGP has no control over any cryptocurrency or reward generated through the Arcade Blockchain, and cannot ensure that any transaction details a User submits via the BGP Services and Arcade Wallet will be confirmed or processed on the Arcade Blockchain. The User agrees and understands that the transaction details submitted by the User via the BGP Services and Arcade Wallet may not be completed or may be delayed by the Arcade Blockchain used to process the transaction. BGP does not guarantee that the Arcade Wallet can transfer title or right in any cryptocurrency or reward, and BGP makes no warranties of title of any kind. Once transaction details have been submitted to the Arcade Blockchain, BGP cannot assist the User to cancel or otherwise modify such transaction or details.
1.5.5. In the event of a fork of the Arcade Blockchain or any other supported blockchain, BGP may not be able to support the User’s activity related to BGP or any other supported cryptocurrency or reward. The User agrees and understands that in the event of a fork of the Arcade Blockchain, any transaction associated with the Arcade Wallet or BGP Services may not be completed, may be partially completed, incorrectly completed, or substantially delayed. BGP is not responsible for any loss incurred by any User caused in whole or in part, directly or indirectly, by a fork of the Arcade Blockchain.
1.5.6. With respect to the Arcade Wallet, BGP does not receive or store a User’s Arcade Wallet password, or any keys, network addresses or transaction history. BGP cannot assist any User with Arcade Wallet password retrieval. The User is solely responsible for remembering, storing and keeping secret the User’s Arcade Wallet PIN (password), keys and address. Any ARCADE Reward a User has stored within its Arcade Wallet may become inaccessible if the User does not know or keep secret its Arcade Wallet keys and PIN. Any third party with knowledge of one or more of a User’s credentials (including, without limitation, a backup phrase, wallet identifier, PIN, or keys) can dispose of the ARCADE Reward in the User’s Arcade Wallet.
1.5.7. BGP does not currently charge a fee for the Arcade Wallet, receiving, sending, or storing BGP. However, BGP reserves the right to do so in the future, and in such case any applicable fees will be displayed prior to the User incurring such fee. Notwithstanding, the Arcade Blockchain may have Blockchain Transaction Fees required to transact ARCADE Reward through the Arcade Blockchain. BGP may attempt to calculate for the User any Blockchain Transactions Fees, though such calculation may be inaccurate or excessive. The User may select a greater or lesser fee, and the User is solely responsible for paying any Blockchain Transaction Fees required on the Arcade Blockchain. BGP will neither advance nor fund any Blockchain Transaction Fee on any User’s behalf, nor be responsible for any excess or insufficient fee calculation.
1.5.8. The User agrees to take responsibility for all activities that occur under its Arcade Wallet and accepts all risks of any authorized or unauthorized access to its Arcade Wallet, to the maximum extent permitted by law. The User represents and warrants that the User is familiar with and accepts the risks associated with digital wallets and private keys, including the risks described herein.
2. PAYMENT TERMS.
2.1. Annual License and Monthly Service Fees.
The User shall pay a one-time Arcade Game Node license fee and may be charged monthly service fee(s) for BGP Services. BGP or any of its affiliates or third parties may be the party that sells the software or hardware for any Arcade Game Node.
2.2. Software License.
The User shall enter into a software license agreement with BGP or any third party for the use of any required software for each Arcade Game Node. The User shall pay all associated software license fees.
2.3. Equipment Purchase.
The User shall enter into an Equipment Purchase Agreement as it relates to the purchase of the hardware for an Arcade Game Node. The User is not required to purchase such hardware, but may use any equipment technology (e.g. computer, GPU, cell phone, or other technology) that can appropriately and safely access and connect to the Arcade Blockchain.
2.4. Maintenance and Hosting Fees.
BGP does not maintain or host any Arcade Game Node, but may refer the User to one or more third-party hosting companies that may or may not be affiliated with BGP. If the User elects and is part of a separate hosting agreement, the User may be required to pay certain data center operations, maintenance and power fees (“Maintenance Fees”). These Maintenance Fees may be deducted from the User’s digital rewards or ARCADE.
2.5. Blockchain Transaction Fees.
The delivery and receipt of any of the User’s cryptocurrencies and ARCADE Reward are subject to network or transaction fees charged by the blockchain associated with the User-selected algorithm (“Blockchain Transaction Fees”), which are non-refundable. Blockchain Transaction Fees are paid to emit, record, verify, and process a transaction on the blockchain and not retained by BGP. Any withdrawal or transfer of the User’s cryptocurrencies are subject to Blockchain Transaction Fees.
2.6. Other Third-Party Fees.
Certain digital wallets, wallet addresses, tools, and third-party software and devices (“Third-Party Fees”) used by the User may also charge the User a fee, including a per transaction or transfer fee, which are non-refundable. The User is responsible for satisfying any such fee(s). The User should note that any such fees may significantly reduce the User’s rewards and therefore the User is responsible for managing the selection, use, rate and frequency of their receipt of rewards to any such Third-Party Fees.
The User is responsible for any taxes, and the User will pay for BGP Services without any reduction for taxes. If the User is required by law to withhold any taxes from its payments to BGP, the User must provide BGP with an official tax receipt or other qualified documentation to support such withholding, including value added tax (“VAT”), if applicable. The User will be liable to pay (or reimburse BGP) for any taxes, interest, penalties or fines which may arise from any mis-declaration made by the User. The User shall pay BGP for all taxes and governmental fees BGP is required to collect or pay upon sale or delivery of BGP Services.
POTENTIAL USERS OF DIGITAL OR VIRTUAL CURRENCIES, INCLUDING BUT NOT LIMITED TO BITCOIN, ARE FOREWARNED OF POSSIBLE FINANCIAL LOSS AT THE TIME SUCH CURRENCIES ARE EXCHANGED FOR FIAT CURRENCY DUE TO AN UNFAVORABLE EXCHANGE RATE. MOREOVER, A FAVORABLE EXCHANGE RATE AT THE TIME OF EXCHANGE MAY RESULT IN A TAX LIABILITY. USERS SHOULD CONSULT A TAX ADVISOR REGARDING ANY TAX CONSEQUENCES ASSOCIATED WITH THE PURCHASE, SALE, EXCHANGE, OR OTHER USE OF DIGITAL OR VIRTUAL CURRENCIES.
3. USER OBLIGATIONS
3.1. Software and Equipment Allocation
The User is responsible for the allocation of the User’s software and equipment and selected optimization decisions. The User acknowledges that BGP is not responsible for the selection or timing of blockchain protocols, nor is BGP responsible for the protocols selected for use in connection with BGP Services. The User is solely responsible for these decisions and shall monitor and allocate strategies through the User’s dashboard. The User acknowledges that the node transactions on any blockchain may vary and will not be uniform across each Arcade Game Node.
3.2. Log-in Credentials
The User represents and warrants that the User is responsible for the preservation of confidentiality of the User’s login credentials on the BGP sites. Login credentials generated for the User by BGP are for the User’s internal use only and the User is strictly prohibited from selling, transferring, or sub-licensing them to any other entity or person.
3.3. Blockchain Network Risk
The User represents and warrants that the User accepts the risks of blockchain protocol and network, including instability, congestion, high transaction costs, network latency, information security, regulatory risk, and technological and operational error. The User understand these risks may result in delay or failure to process transactions and potentially high Blockchain Transaction Fees or Third Party Fees. The User represents and agrees that BGP is not responsible for any diminished BGP Services, related features, or capabilities resulting from blockchain network risk. In the event of a material increase or decrease to Blockchain Transaction Fees, Third Party Fees, or operational degradation, congestion, failure or other disruption of the blockchain network used by the User, BGP may, at its sole discretion and upon notice to the User, make any adjustments to the BGP Services.
3.4. Blockchain Modification Risk
The User represents and warrants that the User is familiar with and accepts the risks associated with blockchain development and code changes. Blockchain technologies are still under development and may undergo significant changes over time. Blockchain contributors may make changes to features and specifications of the algorithm selected by the User, and may fork the Arcade Blockchain protocol. Such changes may include or result in the elimination or support for specific algorithms and applications.
3.5. Trade Compliance
User shall comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to European Union and U.S. companies, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control and the European Union’s Common Foreign and Security Policy (collectively, “Trade Sanctions Laws”). The User represents and warrants that the User and the User’s financial institutions, or any party that owns or controls the User or the User’s financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign as Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.
BGP may suspend or terminate the User’s right to access or use BGP Services immediately and without notice if: (i) BGP determines the User’s use of the BGP Services poses a security risk to BGP Services or any third party, could adversely impact BGP, BGP Services, Arcade Blockchain or any other BGP users, or could subject BGP, its affiliates, or any third party to liability, or could be fraudulent; (ii) the User is in breach of these Terms & Conditions; (iii) the User initiated a chargeback or dispute with respect to any payment or purchase of the BGP Services; or (iv) the User has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
4.2. Effect of Suspension.
If BGP suspends the User’s right to access or use any portion or all of the BGP Services, the User shall remain responsible for all fees and charges the User incurs during the period of suspension, including any Maintenance Fees and Blockchain Transaction Fees; and the User may be in violation of the User’s hosting agreement or the blockchain protocols, which may prevent or limit the User’s entitlement or access to any results or rewards that may have occurred during the User’s suspension of the BGP Services. User agrees to pay any fee charged by BGP to reconnect the BGP Services.
4.3. Effect of Termination
If BGP terminates the User’s right to access or use any portion or all of the BGP Services, then all of the User’s rights under these Terms & Conditions immediately terminate and the User shall remain responsible for all fees owed to BGP incurred through the termination date.
5.1. Advisory Board. The Arcade Blockchain shall have an advisory board, which is under development.
5.2. Voting for Arcade Blockchain Updates and Amendments. The Arcade Blockchain shall have voting protocols, which are under development.
5.3. Consensus Nodes. The Arcade Blockchain has consensus nodes, which are the Arcade Game Nodes that approve and validate transactions, and contribute to the security and stability of the network. Any User that owns an Arcade Game Node involved in the consensus protocol may be rewarded from the Arcade Blockchain and be able to charge Blockchain Transaction Fees.
5.4. Community and Decentralized Innovation. The Arcade Blockchain invites any person or entity throughout the world to contribute to the Arcade Blockchain, including coders, application developers, marketers, advertisers, and service and maintenance providers. Accepted amendments, updates, and innovation from individuals or groups of the Arcade Blockchain community may be paid from the Arcade Blockchain rewards.
7. REPRESENTATIONS AND WARRANTIES
Each party represents and warrants that: (i) it has full power and authority to enter into these Terms & Conditions; and (ii) it will comply with all laws and regulations applicable to its provision or use of BGP Services.
8. DISCLOSURES & RISKS
8.1 Notification. BGP notifies User of certain disclosures and risks associated with blockchain digital rewards and currency and associated technology and protocols. BGP Services are not an investment product, and no action, notice, communication by any means, or omission by BGP shall be understood or interpreted as such. BGP has no influence whatsoever on the Arcade Blockchain, the transactions and consensus protocols, or the ARCADE Reward. Ownership of an Arcade Game Node or use of BGP Services does not represent or constitute any ownership right or stake, share or security, debt or equivalent right, or any right to receive any future revenue or form of participation in or relating to any blockchain or cryptocurrency, including the Arcade Blockchain or ARCADE Reward.
8.2 Virtual Currency. Digital and virtual currencies are not considered legal tender, are not issued or backed by any government, and have fewer regulatory protections than traditional currency. Moreover, virtual currency accounts are not insured against theft or loss by any insurance corporation or any investor protection, including the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
8.3 Market Risk. The value of digital and virtual currencies is derived from supply and demand in the global marketplace, which can rise or fall independent of any government currency. Holding digital and virtual currencies carries exchange rate and other types of risk. The value of virtual currencies may be derived from the continued willingness of market participants to exchange traditional government currency for virtual currency, which may result in the potential for permanent and total loss of value of a particular virtual currency should the market disappear. The volatility and unpredictability of the price and value of virtual currencies, relative to government currency, may result in significant loss over a short period of time. BGP cannot guarantee or warrant the value of any cryptocurrency or blockchain, including the Arcade Blockchain and ARCADE Reward, and explicitly warns the User that that there is no reason to believe that any cryptocurrency or blockchain reward will increase in value, and that they may hold no value, decrease in value, or entirely lose value.
8.4. Regulatory Risk. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of virtual currencies and blockchain rewards.
8.5 Technology Risk. Virtual currency transactions may be irreversible and losses due to fraudulent or accidental transactions may not be recoverable. Some virtual currency transactions are deemed to be made when recorded on a public ledger, which may not necessarily be the date or time the user initiated the transaction. The nature of virtual currencies may lead to an increased risk of fraud or cyber-attacks.
EXCEPT AS EXPRESSLY PROVIDED FOR IN THESE TERMS & CONDITIONS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BGP, ITS AFFILIATES, AND ITS SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. BGP, ITS AFFILIATES, AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION, FAILURE TO STORE, OR ANY LOSS OF ANY USER DATA, INCLUDING BLOCKCHAIN DATA AND CRYPTOCURRENCY REWARDS DERIVED, MAINTAINED, OR TRANSMITTED THROUGH USE OF BGP SERVICES. THE USER IS SOLELY RESPONSIBLE FOR SECURING ITS CUSTOMER DATA AND CRYPTOCURRENCY REWARDS. NEITHER BGP, ITS AFFILIATES, NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF BGP SERVICES, ARCADE BLOCKCHAIN, OR ANY OTHER SUPPORTED BLOCKCHAIN WILL BE ERROR-FREE OR UNINTERRUPTED. BGP, ITS AFFILIATES, AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSSES OR OPPORTUNITY COSTS RESULTING FROM BLOCKCHAIN NETWORK AND PROTOCOL OR THIRD-PARTY SOFTWARE ISSUES, WHICH MAY IN TURN RESULT IN THE INABILITY TO PROCESS TRANSACTIONS ON ANY BLOCKCHAIN AT ALL OR WITHOUT INCURRING SUBSTANTIAL FEES.
10. LIMITATION OF LIABILITY
10.1. Limitation of Indirect Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BGP AND THE USER SHALL NOT BE LIABLE UNDER THESE TERMS & CONDITIONS FOR LOST REVENUES, OPPORTUNITY COSTS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF BGP KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. THIS LIMITATION OF LIABILITY DOES NOT APPLY TO VIOLATIONS OF BGP’S INTELLECTUAL PROPERTY RIGHTS, INDEMNIFICATION OBLIGATIONS, OR THE USER’S PAYMENT OBLIGATIONS.
10.2. Limitation of Amount of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER BGP NOR ITS AFFILIATES OR SUPPLIERS, MAY BE HELD LIABLE UNDER THESE TERMS & CONDITIONS FOR MORE THAN THE AMOUNT PAID BY THE USER TO BGP UNDER THESE TERMS & CONDITIONS, MINUS ANY REWARDS GENERATED OR RECEIVED BY THE USER AS A RESULT OF THE USE OF BGP SERVICES.
Unless prohibited by applicable law, the User will defend and indemnify BGP and its Affiliates against any settlement amounts approved by the User and damages and costs finally awarded against the User and its affiliates by a court of competent jurisdiction in any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding) to the extent arising from the User’s use of BGP Services.
The User will not assign or otherwise transfer the User’s rights and obligations under these Terms & Conditions, without the prior written consent of BGP, which may be unreasonably withheld. Any assignment or transfer in violation of this section will be void. At any time and without the need for User’s consent, BGP may assign any obligation, right and these Terms & Conditions. Subject to the foregoing, these Terms & Conditions will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns. The User may not merge these Terms & Conditions with any other agreements with which BGP may be a party.
Any dispute, controversy, difference or claim arising out of or relating to these Terms & Conditions or relating in any way to the User’s use of BGP sites or BGP Services, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to these Terms & Conditions the parties may agree to first attempt mediation before a single mediator, administered by the International Centre for Dispute Resolution under its mediation rules, to be held in any location agreed to by the parties, or Salt Lake City, Utah, USA in the English language. If the parties do not agree on mediation, the matter shall be referred to and finally resolved by arbitration before a single arbitrator to be held in Salt Lake City, Utah, USA administered by the International Centre for Dispute Resolution in accordance with International Dispute Resolution Rules. The decision of the arbitrator is final and binding on the parties, and enforceable in a court of competent jurisdiction. The prevailing party shall be entitled to costs and reasonable attorneys’ fees for the arbitration. Notwithstanding the foregoing BGP and the User agree that BGP may bring suit in any court of law to enjoin infringement or other misuse of BGP’s intellectual property rights. Any disputes that may arise beyond the scope of the arbitration provision shall be exclusively subject to the State or Federal Courts located in Salt Lake City, Utah, USA. The User and BGP consent to personal jurisdiction in those courts. CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. USER ACKNOWLEDGES THAT, BY AGREEING TO THESE TERMS, EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
12.3. Entire Agreement.
These Terms & Conditions sets out all the terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into these Terms & Conditions, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in these Terms & Conditions. The terms may be updated on BGP sites.
12.4. Force Majeure.
BGP and its affiliates will not be liable for any failure or delay in performance of obligation under these Terms & Conditions where the failures or delay results from any cause beyond reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. Force Majeure events include, but are not limited to, upgrades to the validation rules of a given blockchain (e.g., a “hard fork” or “soft fork”).
12.5. Governing Law.
Any claim or dispute between the User and BGP arising out of or relating to the User’s use of BGP sites, BGP Services, or these Terms & Conditions, in whole or in part, shall be governed by the laws of the State of Wyoming, USA without respect to its conflict of laws provisions. The 1980 United Nations Conventions on Contracts for the International Sale of Goods does not govern these Terms & Conditions.
All communications and notices made or given pursuant to these Terms & Conditions must be in the English language. If we provide a translation of the English language version of these Terms & Conditions, the English language version will control if there is any conflict.
12.7. Notices to the User and BGP.
BGP may provide any notice to the User under these Terms & Conditions by: (i) posting a notice on BGP site; or (ii) sending a message to the email address associated with the User’s account. Notices provided on BGP site will be effective upon posting and notices provided by email will be effective when the email is sent. It is the User’s responsibility to keep the User’s email address current. To give BGP notice under these Terms & Conditions, the User must contact BGP by support@share.BGP. BGP may update the address for notices by posting on BGP sites.
If any portion of these Terms & Conditions is held to be invalid or unenforceable, the remaining portions will remain in full force and effect.