Effective Date: 14th May, 2023
“Anti-Money Laundering” means anti-money laundering laws and regulations, including, but not limited to, all laws applicable to the Parties prohibiting money laundering or any acts or attempted acts to conceal or disguise the identity or origin of, change the form of, or move, transfer, or transport, illicit proceeds, property, funds, Fiat Currencies, or Cryptocurrency Tokens;
“DAO Membership as NFT” means non-fungible tokens issued by Minnapad for access and membership to a Project DAO.
“Digital Tokens” means Minnapad Tokens, Project DAO Tokens, DAO Membership as NFT and NFT Collections offered for sale through the Website.
“Entity” means Minnapad Pte. Ltd., a company with address at 160 Robinson Road, #14-04 Singapore Business Federation Center, Singapore.
“Intellectual Property” or IP” means literary, artistic, dramatic and musical works of any kind forming part of a Project and includes without limitation, designs and symbols, names and images, concept and title, storyboard, set designs, game skins, sketches, avatars, dialogues, catch phrases, characters, voice overs, figurines, merchandise, artwork, knowhow, inventions, computer programs, graphic novels, cinematographic film, software, formulae, programming code, confidential or secret processes, trade secrets and any other forms of intellectual property, whether or not registered or registrable under law and represented in any modes, media and formats.
“Minnapad” or “Platform” means the launchpad platform operated by the Entity and accessible through the Website where Project(s) will be launched and Services offered to Users.
“Minnapad Account” means a virtual account required to be set up by a User to access the Website and its Services.
“Minnapad Token” means Minnapad’s native token of the Platform to access benefits, utilities and any other entitlements, as the case maybe.
“NFT Collections” means the non-fungible tokens based on the IP of a Project that are minted through the Marketplace.
“Project” means Create-to-Earn projects by Japanese legends that would be launched on the Website
empowering participating users early access passes to each Project DAO.
“Project IP” means all and any IP developed and created for and/or based on the Project in any format, mode and media, including any IP accessible as a non-fungible token and includes NFT Collections.
“Project DAO” means the decentralized autonomous organization that will be created for the Project for its governance and decision-making. Project DAO may issue native tokens to access to benefits, utilities and any other entitlements, as the case may be, called Project DAO Tokens.
“Services” means the services offered through the Website and includes without limitation, accessibility to the Projects, Staking, NFT offerings, marketplace and other relevant services available on the Website and as may be updated from time to time.
“Staking/Stake” means staking or deposit service provided by the Platform to its Users for staking Minnapad Tokens and Project DAO Tokens on such terms as may be determined by the Platform and updated from time to time.
“User” means a natural or legal person accessing the Website.
“Website” means the domain name minnapad.com where the Platform can be accessed.
Preface: For the purpose of these Terms, wherever the context so requires “Website”, “we”, “our” or “us” means Entity and “you”, “your”, “yourself” or “user” shall mean any natural or legal person who uses, accesses the Website or otherwise participates in Projects.
Acceptance: Your mere use or access of the Website constitutes your acceptance of the Terms. If you do not agree to the Terms, you must immediately cease using the Website and any use thereafter shall be deemed unauthorized.
User Warranty: By accessing the Website you warrant to us that: (i) you are at least 18 years old; (ii) you have reviewed these Terms, you understand them, agree to be bound by them and use the Website in accordance with the Terms; (iii) you have the legal capacity to enter into a legally binding agreement with us; (iv) your use of the Website, including all elements thereof or the use of legal entity on whose behalf you are acting, is not banned or otherwise restricted by or breaches the applicable laws in your jurisdiction; (v) you are not a citizen or resident of a jurisdiction nor do you have any relevant connection with a jurisdiction that prohibits or restricts access or use in any manner of the Website or Services or any part thereof f; (vi) you are not on any Politically Exposed Persons (“PEP”) lists, or subject to any United States, European Union, or other global sanctions or watch lists or lists of similar nature; and (v) you have not been previously suspended or forbidden from accessing or using the Website.
Use by a minor/underage: If you are a parent or a legal guardian permitting a person, who is at least 13 years old but a minor as per the age limit governing such person, to use or access the Website, you agree to: (i) supervise the minor’s use and assume all risks associated with, and liabilities resulting from the minor’s use of Website; (iii) ensure that the content on the Website is suitable for the minor; (iv) ensure all information submitted to us by the minor is accurate; and (v) provide the consents, representations and warranties contained in the Terms on the minor’s behalf.
Use by a corporate entity: If you are accepting these Terms on behalf of a corporate or any other legal entity, you represent that you have the legal authority to accept these Terms on such entity’s behalf, in such case, ‘you’ or ‘user’ will mean such entity.
Know your Customer (“KYC”) and Anti-Money Laundering (AML) Policy: Without making any warranty as to the merit, legality, or juridical nature of any token (including whether or not it is considered a security or financial instrument under any applicable Securities Laws), token sale or fundraising through or the requirement of KYC for Services offered, Minnapad enforces KYC/AML on its Users in order to participate and access Services. Therefore, you give your consent for Minnapad to have the right, at all times: (i) to ask for any KYC documentation it deems necessary to determine your identity and location . This may include your personal information, Name-Surname, Birthday, e-mail address, nationality, location, government identification number (Identification Card/Passport number and Date of Identification Card/Passport issuing), telegram username, and any KYC documentation with the liveness test that it deems necessary to determine your identity and location (collectively, “KYC Information”) and to restrict Service and payment until identity is sufficiently determined; (ii) to store the submitted KYC Information on its servers, including, for the purposes of determining your identity and location, internal compliance and/or compliance under law; (iii) to share the KYC Information with 3rd parties, if required, to verify the authenticity of submitted information; (iv) to reject the use of Website and/or Service or temporarily suspend the Minnapad Account of a user that Minnapad has the reasonable ground to believe are in violation of or likely to be in violation of relevant and applicable AML/CFT laws and regulations; (v) to confiscate or temporarily freeze any and all funds or any Digital Assets purchased from such funds, that are found to be or Minnapad in its reasonable determination suspects are in violation of relevant and applicable anti-money laundering (AML) and countering terrorism financing (CFT) laws and any other prevalent regulations; and (vi) to cooperate with the competent authorities and share KYC Information with such authorities, when and if necessary; and you agree and give your consent to the aforementioned actions that Minnapad may choose to undertake for the objective specified hereinabove.
Project Information: The Platform merely facilitates the Users accessibility to the Project and does not provide you with any warranty or representation whatsoever regarding its quality, value, specification, fitness for the purpose, completeness, or accuracy of its technology or infrastructure of the tokens. Minnapad will make all commercially reasonable attempts to facilitate information about the Project. However, you hereby acknowledge that the Minnapad does not guarantee the accuracy, timeliness, or completeness of such information, and does not provide any warranty in connection with your use or reliance on such information. You agree that your use of the Project information will be at all your own risk. Minnapad will not be liable to you in any manner.
Transactions: You must pay us the purchase price of each Digital Tokens you select as set out on the Platform or Marketplace plus any applicable taxes and charges (including any transaction fees)) (“Price”) in accordance with these Terms and any other terms that may be stipulated at the time of purchase. You must not pay, or attempt to pay, the Price by fraudulent or unlawful means. You must pay the Price using one of the payment methods set out on the Website. We have no insight into or control over these payments or transactions or verifications, nor do we have the ability to reverse any transactions. You are responsible for paying any relevant transaction fees incurred in relation to the payment method you select when transacting via the Website along with determining and paying for taxes applicable to such transaction. Notwithstanding, we reserve the right to implement transaction limits on any user for purchasing or otherwise trading in Digital Tokens via the Website.
Marketplace: The Website provides a marketplace for you to buy, sell and transfer Digital Tokens Purchased or earned by you through the Platform. Digital Tokens can be sold or transferred by you through Marketplace and through posting a valid listing that provides Digital Tokens description along with its value and any other relevant terms. We do not verify any Digital Tokens offered on the marketplace nor do we assume any liability for transactions on the marketplace including without limitation, asset description, buyer or seller conduct, ownership and delivery of Digital Token. All aspects of transactions on the marketplace remain exclusively between the seller and purchaser. For each transaction that takes place on the marketplace, Website will levy a transaction fee of 5% (five percent) on the transaction value. Any revision to the transaction fee may be updated either under the Terms or otherwise under the purchase terms and you agree to remain vigilant and be bound by any revisions hereof.
Project IP: The Marketplace offers a minting engine to facilitate minting of non-fungible tokens based on Project IP, including NFT Collections. Any sale of NFT Collections or any other Project IP that is accessible as a non-fungible token shall be subject to retention of 25% (twenty percent) of the transaction value by Project DAO as royalty entitlement. For clarity, the royalty entitlement does not include any transaction or other fees levied by the Marketplace. Any revision to the royalty entitlement may be updated either under the Terms or otherwise on the Website and the User agrees to remain vigilant and be bound by any revisions hereof.
Transacting in Project IP: You shall not and are prohibited to mint, purchase, sell or in any manner transfer or deal with Project IP outside the Website/Marketplace and any such act of minting, buying, selling, transferring or any otherwise transacting with or in relation to a Project IP shall, being in violation of these Terms, be deemed void ab initio. Project DAO shall be entitled to claim immediate and absolute ownership of any Project IP that has been transacted in violation of Terms, without any liability to you or any third party involved in such transaction. You shall remain solely liable to indemnify and make good any losses caused to or claims made by any third parties on account of such violation of Terms by you. Further, without prejudice to any other remedies available to us under law and equity, transacting in Project IP is in violation of these Terms, shall entitle us to suspend, restrict or terminate your Minnapad Account and/or your access to the Website, as further detailed under these Terms.
Minnapad Tokens: Minnapad Tokens can be purchased through the Website or any other exchange where they are listed and can be swapped with other tokens via a third-party service.
Project DAO Membership: Each Project DAO offers DAO Membership as NFT. Any proposal to the Project DAO can only be submitted by a user holding at least two valid memberships to that Project DAO. A user can become a member of a Project DAO against purchase of a DAO Membership as NFT from the Marketplace on such terms as may be specified therein. A DAO Membership as NFT entitles a user to (i) one voting right (however not exceeding 10% of voting rights per member); (ii) such percentage share of revenues received by Project DAO revenues as may be decided by members of Project DAO through voting; and (iii) 5% (five percent) discount on purchase of any Project IP.
Staking: Minnapad offers staking or deposit service to its users for staking Minnapad Token and Project DAO Tokens on such terms which shall be specified to you when opting for such service and be subject to the amendment at the discretion of Minnapad. When unstaking, Minnapad will not be liable for any loss caused or allegedly caused by timing differences and economic loss associated with the actual delivery of Minnapad Token. Minnapad reserves the right to amend any terms related to any specific Staking program at any time in its sole discretion.
Forks: Minnapad and third parties may from time to time create a copy of a digital asset network and implement changes in operating rules or other features (“Forks”) that may result in more than one version of a network (each, a “Forked Network”) and more than one version of a digital asset (“Forked Assets”). Forked Networks and the available supply of any Forked Assets are wholly outside of the control of Minnapad and our ability to deliver Forked Assets resulting from a Forked Network may depend on third parties outside of Minnapad’s control. You understand and acknowledge that Forks may materially affect the value, function, and even the name of digital assets associated with your Minnapad Account. In the event of a Fork, Minnapad may temporarily suspend certain services on the online platform, with or without advance notice to you, while we determine, at our sole discretion, which Forked Network(s) to support, our approach to Forked Assets, which may include abandoning or otherwise electing not to support such Forked Assets as a part of our Services and you agree to not make any claim against us as a result of or upon exercise of discretion by us.
Dormant Accounts: Minnapad may provide a written notice requiring you to withdraw all of your Digital Tokens from your Minnapad Account within 30 days of the notice. In the event that you fail to do so, Minnapad may in its absolute discretion and without prior notice to you: (i) deem your Minnapad Account as a dormant account; (ii) close any open positions in any Projects; (iii) convert the Digital Tokens to a different type of Digital Asset without any liability to Minnapad on account of any loss, expense or damage sustained resulting from such conversion; (iv) transfer such dormant account (including any Digital Tokens contained therein) to a third-party custodian or an isolated wallet where it is deemed reasonably necessary by Minnapad to do so. In the event such transfer has taken place, you have the right to retrieve your Digital Tokens subject to satisfying Minnapad’s verification requirements, including completing KYC; (v) charge a dormant account fee to cover the cost of maintaining the assets by Minnapad and such fee shall be withdrawn directly from the dormant account on a monthly basis; and (vi) close a dormant account at any time, and Minnapad will not be liable for any loss, damage or expense incurred by you as a result of the closure of a dormant account unless there was fraud or willful default by Minnapad. After a dormant account is closed, it cannot be reactivated by you.
Taxes: You agree to be solely liable for payment of or other in compliance with any taxes as may be applicable, imposed, levied or claimed, including without limitation income tax, sales tax, value-add tax, cess, duties, custom, import or export taxes, or other assessments or any amounts levied in lieu thereof (collectively, “Taxes”), now or anytime hereinafter, by any government, regulatory, enforcement or judicial authority of any jurisdiction, associated with your use of Website, any transactions made via the Website including without limitation purchase, trade or otherwise transacting in Digital Tokens. You agree to keep us indemnified against all Taxes or any claims, levies or penalties imposed in lieu thereof.
Third-party Services: You may be required to download, install or use third party sites, products or services while using the Website, including, without limitation, websites, widgets, software, services that interact with the Website for the purpose of enabling you to use various features and Services of the Website. You acknowledge and agree that you may not be able to use all features and Services of the Website in the event you choose to not use these third-party services. We do not own, control any third-party site, product, or service, that you might access, visit, or use. Your use of these third-party services shall be subject to such third-party terms of conditions or license terms and we shall not be liable for any representations or warranties or obligations made by such third-party services to you or for the acts or omissions of any such third-parties, nor will we be liable for any loss or damage that you may suffer as a result of your transactions or any other interaction with such third-parties.
Prohibited Activities: Minnapad expressly prohibits and rejects the use of Website for any form of illicit activity, including money laundering, terrorist financing or trade sanctions violations, consistent with various jurisdictions’ laws, regulations and norms. Minnapad maintains a policy of strict regulatory compliance and reserves absolute discretion on accepting deposits and further retains the right to return funds and freeze/close accounts as necessary upon receipt of deposits from sources that are prohibited in the discretion of Minnapad, which sources include, without limitation, the following: (i) “Mixing” services which attempt to obfuscate the source of funds; (ii) Peer-to-peer and other exchanges which do not perform Know Your Customer (KYC) screening as part of their onboarding process; (iii) funds from gambling sites; and, (iv) funds known to belong to darknet marketplaces.
Communication: Website may host or facilitate a communication server, publish posts or blogs relating to Projects, where you may have the option to publish, submit, or otherwise post reviews and comments or publicly communicate with other users. We ask you to limit your discussions to topics that are relevant to the Website or Project. In any such communication, you agree to comply with the applicable laws of your jurisdiction. In addition, you acknowledge to adhere to these Terms and not host, display, upload, modify, publish, transmit, update or share any information to which you do not have any right or is a business advertisement, spam, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, involves religious debates, is invasive of another’s privacy, is hateful or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever; harms minors in any way; infringes any patent, trademark, design, copyright or other proprietary rights; violates any law for the time being in force; deceives or misleads the addressee about the origin of such messages; impersonates another person; contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; causes incitement to the commission of any punishable offense or prevents investigation of any offense or violate any rights of any party, including privacy rights, publicity rights, and intellectual property rights. We reserve the right to remove any communication or restrict any participation, which we, in our sole discretion, deem to be inappropriate. By participation or engaging in such communication, you grant us a perpetual, worldwide and royalty-free license to use, display, reproduce, distribute, modify, delete from, add to, prepare derivative or publish such communication, in any media formats, channels or platforms now known or hereinafter created.
Intellectual Property Rights
Restriction: You must not, access or use the Website or promote, permit or otherwise facilitate access or use of the Website, in any way which (i) is in breach of any applicable laws or which infringes any person’s rights; (ii) introduces malicious programs into our hardware and software, including viruses, worms, trojan horses and e-mail bombs; (iii) utilizes the Website to carry out security breaches or disruptions of a network, including without limitation any access of data where you are not the intended recipient or logging into a server or account that you are not expressly authorized to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes); (iv) has the intent to interfere with, or disable, any person’s use of the Website.
Suspension, Restriction and Termination
Risk Assumption: You understand the inherent risks associated with your use or access of Website, including without limitation, the following list of non-exhaustive risk assumptions, which you understand, acknowledge and agree to undertake and be responsible for, without holding the Entity liable or responsible:
Linked Advertising: The Website may host advertisements or links to third-party sites offering products and services. We do not endorse or sponsor such third-party sites nor are we in any way connected with or have control over such websites or destinations. Your use of or access to such third-party sites are subject to and governed by such party’s terms of conditions. Any dealings that you may have with while using or otherwise accessing such third-party sites are between you and such third-party. We take no responsibility for any loss, liability or damage due to use or access of any third-party sites and any liability arising therefrom.
No Warranties: You acknowledge and agree that access to the Website is provided to you “as is” and, to the fullest extent permitted by law, it is provided without warranties of any kind, including without limitation warranties regarding use for a particular purpose, title, completeness, merchantability, availability, compatibility, reliability or regarding uninterrupted, secure and error-free use and any implied warranties are hereby disclaimed. You further acknowledge and agree that warranty disclaimers and limitations of liability set forth herein are reasonable and form an essence to the agreement between you and us and that we will not be able to provide the Website without these limitations.
LIMITATION OF LIABILITY: IN NO CASE SHALL THE WEBSITE, ENTITY OR ITS DIRECTORS OR OFFICERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF WEBSITE OR ANY TRANSACTIONS CONTEMPLATED HEREUNDER OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR ACCESS OR USE OF THE WEBSITE OR ANY PART THEREOF, CLAIMED ON ANY ACCOUNT, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ERRORS OR OMISSIONS OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WHERE THE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR ALL OR ANY OF THE EXCLUSIONS AS SET OUT ABOVE, IN SUCH JURISDICTIONS, THE WEBSITE’S LIABILITY SHALL BE EXCLUDED AND LIMITED TO THE FULLEST EXTENT PERMISSIBLE UNDER LAW. YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS THAT DO NOT FALL WITHIN THE EXCLUSION ABOVE AND ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE WEBSITE WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO AMOUNT OF FEES PAID BY YOU TO MINNAPAD IN THE PRECEDING ONE MONTH PERIOD.
Indemnity: You agree to defend, indemnify and hold harmless, the Entity, its advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage, cost or debt (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and attorneys’ fees arising out of or in any way related to (i) your breach of these Terms, (ii) your unauthorised, improper or wrongful use of the Website, and (iii) your violation of any third party right or applicable laws, rules or regulations. You agree that we will have control of the defence or settlement of any such claims. This indemnification obligation will survive the expiry or termination of these Terms.
Governing Law and Dispute Resolution: The relationship between you and Entity, these Terms and each of the transactions contemplated by or delivered under or in connection therewith are governed by and are to be construed in accordance with the laws of British Virgin Islands. Any claim arising out of or relating to these Terms shall be settled by arbitration in accordance with BVI IAC Arbitration Rules. The arbitral panel shall be composed of three arbitrators, appointed as follows: each party shall appoint an arbitrator, and the two arbitrators so appointed shall appoint a third arbitrator who shall act as president of the tribunal. Parties while nominating one arbitrator each and the two arbitrators while nominating the president of the Tribunal shall ensure the arbitrator has substantial experience in resolving disputes relating to or involving cryptocurrency, block-chain technology or non-fungible tokens. The place of arbitration shall be Tortola, British Virgin Islands. The language of arbitration shall be in English. The arbitral tribunal appointed under this clause shall be authorized to issue provisional or conservatory measures. The arbitration award shall be final and binding on the parties hereto. Each party shall bear its own costs relating to such arbitration, the parties shall equally share the arbitrators’ fees, and the arbitration and all related proceedings and discovery shall take place pursuant to a protective order entered by the arbitrators that adequately protects the confidential nature of the parties’ proprietary and confidential information. In no event shall any arbitration award provide a remedy beyond those permitted under the Terms, and any award providing a remedy beyond those permitted under the Terms shall not be confirmed, no presumption of validity shall attach, and such award shall be vacated. No claim may be brought as a class action, combined or consolidated with any other proceeding, nor may any proceeding be pursued in a representative capacity or on behalf of a class and such remedies at law are expressly waived by parties hereto. Neither party has the right to act as a class representative or participate as a member of a class of claimants with respect to any claim.
Changes: Website reserves the right, at any time, without notice, to update, revise, supplement, and otherwise modify these Terms or impose new or additional rules, policies, terms or conditions on your use of Website (collectively, “Changes”). Any material Changes will be posted on the Website and will be effective immediately after such posting and thereafter incorporated into these Terms. Your continued use of Website or Services will be deemed to constitute your acceptance of such Changes.
General: These Terms are an electronic record generated by a computer system and do not require any physical or digital signature. These Terms constitute the entire agreement between you and Website and govern your use of Website and any transactions contemplated hereunder and supersede any prior agreements. If any provision of these Terms is held invalid, void, or unenforceable by a competent authority or owing to operation of any legislation, then such provision shall be considered severable from the remaining provisions, and the remaining provisions shall be given full force and effect. Your representations, undertakings, and warranties and the clauses relating to indemnities, limitation of liability, grant of license, governing law, confidentiality shall survive the efflux of time and the termination or expiry of these Terms. Our failure to insist upon or enforce your strict compliance with the Terms will not constitute a waiver of any of our rights. We may automatically assign this agreement or any transactions contemplated hereunder without prior notice. Any communication to us can be sent using the link here.