Terms

Please read these Terms of Use (“Terms” or “Terms of Use”) very carefully. These Terms of Use are between the user (the “”), MIOO Tech SAGL and Baxter Srl. (MIOO Tech SAGL and Baxter Srl collectively, the “Platform Operators”, “we”, “our” or “us”) (the User and the Platform Operators are together, the “Parties”). These Terms govern your use of the mobile applications: Baxter ID and web application: https://baxter-id.com/, and all related tools, smart contracts and APIs, including without limitation, successor website(s) or application(s) thereto (the “Platforms”).

The Platforms allows you to redeem, free of charge, the blockchain-enabled collectibles or other blockchain-enabled digital assets (“Digital Assets”) associated with products that have been enabled by the underlying technology (“Products”), visualize your collection of Products and Digital Assets and access any benefits and/or reward that may have been associated with your Digital Assets (“Benefits”).

By clicking the “Create” button, completing the account registration process and using the Platforms or the provided services, you confirm that you understand and agree to these Terms, together with any documents that may be expressly referred to and are incorporated by reference. If you do not agree with all of the provisions of these terms, you are prohibited from accessing, using, or transacting on the Platforms.

These Terms constitute a legal agreement between you and the Platform Operators and govern your access to and use of the Platforms, including any content, functionality, and services offered on or through the Platforms.

The Platform Operators reserve the right to change or modify these terms at any time and at our sole discretion. You agree and understand that by accessing or using the Platforms following any change to these Terms, you are regarded as having agreed to the revised Terms.

The Platform Operators have sole and absolute discretion to allow or disallow your access to the Platforms.

By agreeing to these Terms, you represent and warrant that:

(i) You have the full right, power, and authority to agree to these Terms;

(ii) You are not subject to any financial sanctions, embargoes or other restrictive measures imposed by the United Nations, European Union, any EU country, UK Treasury or US Office of Foreign Assets Control (OFAC), or any governmental authority in any jurisdiction in which the Platforms is available;

(iii) You are not a citizen or resident of a (i) a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; or are (ii) listed on any U.S. Government list of prohibited or restricted parties.

(iv) You are not impersonating any other person;

(v) You will not use the Platforms if any applicable laws in your country prohibit you from doing so in accordance with these Terms;

(vi) You are compliant with all applicable laws to which you are subject;

(vii) You have read, understood and agreed to our Privacy Policy which is available within the Platforms.

Upon opening the mobile application for the first time, after accepting the Terms and the Privacy Policy, we will automatically create for you a wallet based on the Hedera Hashgraph infrastructure (“Wallet”), that you can back up by manually storing your Seed Phrase or opting for a cloud backup (“Wallet Back Up”). Only you will be able to access your Wallet. In case you delete the application without undertaking a Wallet Back Up, you lose access to your wallet and any Digital Asset and/or Benefits contained therein.

In order to redeem any Digital Asset through the Platform, you must create an account (“Account”) to use all the features of the Platforms and provide your name, date of birth, gender, country of residence, phone number and email address.

You may also access your Account and collection of Digital Assets and Benefits on the web application, only after you have downloaded the mobile application, by scanning the QR provided on the web application through the scanning feature available in the mobile application.

We may, in our sole discretion, require you to provide further information and/or documents at any stage during your use of the Platforms. We may, in our sole discretion, refuse, decline, suspend or disable your access or use of the Platforms.

By owning Digital Assets, you will be eligible to receive Benefits provided by the Platform Operators or partners of the Platform Operators. The Benefits may be associated with specific Digital Assets or deriving from you owning a selection of Digital Assets in your Wallet. In order to receive the rewards and/or utilities and/or products deriving from the Benefits, you have to make sure that the information you provide in your Account is correct, as such information may be required and verified by us and/or our partners before validating the Benefits. If any information you provided in your Account is incorrect, we reserve the right to revoke your eligibility for the Benefits.

If we reasonably suspect that you have illegitimately obtained your Digital Assets or in all those cases where you restitute the purchased goods to which the Digital Assets are attached, we reserve the right to destroy or retrieve the Digital Assets with no outstanding obligation from our side to you and you shall have no right to make any claim against the Platform Operators, our directors, employees, contractors or affiliates, including those of the partners providing the Benefits.

We may in our absolute and sole discretion change, update, amend, remove, or discontinue any part of the Platforms, the services and the Content at any time without prior notice to you.

We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platforms and Content. Our grant of such license is subject to the following conditions. You undertake not to (and shall not, knowingly or otherwise, authorize, allow or assist any other party to):

(i) Use the Platforms, or your Account to conduct electronic spamming or otherwise distribute any unsolicited or unauthorized advertising, promotional or marketing material, junk or chain messages;

(ii) Use the Platforms, or your Account to perform unlawful activities that violates any applicable laws (including but not limited to money laundering, terrorism financing and/or fraudulent activities) or immoral activities;

(iii) Use the Platforms, or your Account to engage in any activity which operates to defraud the Platform Operators, other users, or any other person, or to provide any false, inaccurate, or misleading information;

(iv) Use the Platforms, or your Account to upload content that contains or is infected with viruses, malicious codes, Trojan horses, is immoral or illegal or contains any other harmful or deleterious program;

(v) Modify or adapt the whole or any part of the Platforms or incorporate the Platforms into any other program or application;

(vi) Disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code, object code, underlying concepts, ideas and algorithms of the Platforms or any components thereof;

(vii) Use the Platforms, or your Account in any manner that would lead to infringement of our, our Affiliates’ or any third party’s intellectual property rights, including without limitation any copyright, patent or trademark. You undertake not to take or attempt to take any action or claim ownership of any property that infringes or would infringe upon our intellectual property interests;

(viii) Use the Platforms, or your Account in a way that could damage, disable, impair or compromise the Platforms or the provision of the Platforms or interfere with other users or affect the reputation of the Platform Operators;

(ix) To take any action to gain or attempt to gain unauthorized access to the account or wallets of other users;

(x) Take any action that imposes an unreasonable or disproportionately large burden or load on the Platforms’ infrastructure (including, but without limitation to our servers, networks, data centres and related or like equipment) and detrimentally interfere with, intercept or expropriate any system, data or information belonging to other users of the Platforms;

(xi) Engage in any other activities deemed inappropriate by us or which is in contravention of these Terms or any applicable laws;

(xii) Provide false, inaccurate, incomplete or misleading information to the Platform Operators or any of their affiliates or third-party services providers; and/or

(xiii) Use the Platforms, or your Account to engage in any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance.

Unless otherwise indicated by us, the Platforms, all content, and other materials contained therein, including, without limitation, the logos, Underlying Contents, and all designs, text graphics, pictures, information, data, software, and files relating to the Platforms (the “Content”) are the proprietary property of the respective Platform Operator or its affiliates, licensors, or users, as applicable.

“Underlying Content” means, without limitation, any art, designs, drawings, prints, images in any form or media logos, taglines, drawings, audio files, collectibles, memorabilia or game assets that may be associated with any digital file, Digital Collectible and/or Products and/or Benefits that may be owned by third-party licensors and that is displayed in any form in the Platforms.

Any logo and Platforms’ product or service names or slogans that may appear on the Platforms or elsewhere are the proprietary property of the respective Platform Operator or its affiliates, licensors, or users, as applicable, and may not be copied, imitated or used, in whole or in part, without our prior written permission.

Unless otherwise stated, you may not use any Content without our express written permission. We reserve the right to suspend or terminate with immediate effect any Account that has actually or allegedly infringed upon any person’s intellectual property rights.

Apart from the Content, all other copyrights, trademarks, product names, and logos on the Platforms relating to and including the Underlying Contents, are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable intellectual property right owner.

You acknowledge and agree that the Platform Operators (or, as applicable, its licensors) own all legal rights, titles and interest in and to the Underlying Content and Content, and all intellectual property rights therein. The rights that you have in and to the Digital Asset are limited to those expressly stated in these Terms. The Platform Operators and their licensors reserve all rights and ownership in and to the Digital Asset and/or Underlying Content not expressly granted to you in these Terms.

When you mint and/or redeem a Digital Asset on the Platforms, you receive a limited, worldwide, non-assignable, non-sublicensable, royalty-free license to display the Digital Asset, which includes, but is not limited to, the right to display or perform the Digital Asset privately or publicly: (i) for the purpose of promoting or sharing your ownership, or interest in the Digital Asset, for example, on social media platforms, blogs, digital galleries, or other Internet-based media platforms; (ii) for the purpose of sharing, promoting, discussing, or commenting on the Digital Asset; (iii) on third party marketplaces, exchanges, platforms, or applications in association with an offer to sell, or trade, the Digital Asset; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments, including simultaneous display of multiple copies of the Digital Asset within one or more virtual environments.

While you have the right to sell, trade, transfer, or use your redeemed Digital Asset, you shall not (i) modify the Digital Asset and/or the Underlying Content in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Digital Asset and/or Underlying Content to advertise, market, or sell any other product or service; (iii) incorporate the Digital Asset and/or Underlying Content in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms or solely for your personal, non-commercial use; (iv) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Digital Asset and/or Underlying Content; (v) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Digital Asset and/or Underlying Content; (vi) attempt to mint, tokenize, or create an additional cryptographic token representing the same Digital Asset and/or Underlying Content; or (vii) otherwise utilize the Digital Asset and/or Underlying Content for your or any third party’s commercial benefit, save as expressly permitted by these Terms or with the express prior consent of the Platform Operators.

Notwithstanding the above, the Platform Operators shall keep a perpetual, irrevocable and royalty-free license (i) to display the Digital Asset in the physical or digital spaces it owns and/or operates and (ii) to index the Digital Asset in electronic databases, indexes and catalogues.

By using the Platforms, you confirm that you have read and understood our Privacy Policy and understand how we collect and process your Personal Data and disclose such Personal Data to our authorized service providers and relevant third parties. For full and comprehensive information about when and why we collect personal information about you, how we use it, the conditions under which we may disclose it and how we keep it secure, please refer to our Privacy Policy, which is accessible at: https://baxter-id.com.

We reserve the right, without notice and in our sole discretion, to terminate or suspend your access to or use of the Platforms and any Content and/or close your Account, at any time for any reason but in particular, if we suspect in our sole discretion that:

(i) your Account is being used for illegal activity;

(ii) you have concealed or provided false information;

(iii) you have engaged in fraudulent activity; and/or

(iv) you have engaged in activity in violation of these Terms.

You understand and agree that your access and use of the Platforms is subject to certain risks and that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself. We do not give any advice or recommendations regarding the Content. You understand and agree that you access and use the Platforms at your own risk. You understand and agree that we will not be responsible for any communication failures, disruptions, errors, or distortions you may experience when using the Platforms. The User agrees and acknowledges that we do not have a fiduciary nor owes any duties to any User of the Platforms.

The Platform Operators may engage in promotion of the Content, including without limitation their Underlying Contents, through various communication channels such as their social media accounts. We are not responsible for any such communications and/or promotional activities carried out by third parties and will not be liable to you in relation to any such communications and/or promotional activities.

Notwithstanding indicators and messages that suggest verification, the Platform Operators make no claims about the identity, legitimacy, or authenticity of assets on the Platforms.

Except as expressly provided to the contrary in writing by the Platform Operators, the Platforms, content contained therein, and the Underlying Contents displayed therein are provided on an “as is” and “as available” basis without warranties or conditions of any kind, either express or implied. We make no warranty that the Platforms will (1) meet your requirements; (2) be available on an uninterrupted, timely, secure, or error-free basis; or (3) be accurate, reliable, complete, or safe. We make no representations or warranties, express or implied, written or oral, made by or on behalf of the Platform Operators in connection therewith, including any representations or warranties of title, non-infringement, functionality, merchantability, usage, security, suitability or fitness for any particular purpose, workmanship or technical quality of any Underlying Content, Content, or software.

The Platform Operators will not be liable for any loss of any kind from any action taken or taken in reliance on material or information contained on the Platforms. Platform Operators do not represent or warrant that any content on the Platforms are accurate, complete, reliable, current or error-free.

While the Platform Operators attempt to make your access to and use of the Platforms and content safe, the Platform Operators do not represent or warrant that the Platforms, content, any Underlying Contents displayed on the Platforms or any other part of the Platforms are free of viruses or other harmful components. We cannot guarantee the security of any data that you disclose online. You acknowledge and accept the inherent security risks of providing information and dealing online over the Internet. We will not be responsible for any breach of security unless it is due to our gross negligence.

We will not be responsible or liable to you for any loss and take no responsibility for, and will not be liable to you for, including but not limited to, any losses, damages, or claims arising from: (1) user error such as if you forget your password(s); (2) server failure or data loss; (3) corrupted wallet files.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE PLATFORM OPERATORS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE PLATFORMS AND CONTENT CONTAINED THEREIN. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE PLATFORM OPERATORS OR ANY OF THEIR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE PLATFORMS, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF THE PLATFORM OPERATORS OR THEIR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF THE PLATFORMS, PRODUCTS OR THIRD-PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE INCURRED BY YOU OR YOUR PROPERTY OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE PLATFORM OPERATORS ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS AND USE OF THE PLATFORMS, CONTENT, UNDERLYING CONTENTS OR ANY PRODUCT OR SERVICES ON THE PLATFORMS EXCEED EUR 500. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF FOR PERSONAL INJURY CAUSED BY NEGLIGENCE OR ANY INJURY CAUSED BY FRAUD OR FRAUDULENT MISREPRESENTATION.

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless the Platform Operators and their past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively the “Platform Operator’s Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Platforms and/or Content (b) your breach of these Terms, and (c) your breach or violation of the rights of a third party, including another user or third party service provider. You agree to promptly notify the Platform Operators of any third party Claims and cooperate with the Platform Operators’ Parties in defending such Claims. You further agree that the Platform Operators’ Parties shall have control of the defense or settlement of any third party Claims.

THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES THAT MAY BE SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND THE PLATFORM OPERATORS.

The Platforms may include hyperlinks to other websites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.

These Terms may from time to time be updated or amended. We will post any such updates on the Platforms. Such updated Terms as posted will take effect immediately unless otherwise indicated. You should regularly check the Platforms to inform yourself of any such changes. In addition, we may at any time change, add or remove any feature or functionality of the Platforms without prior notice. By continuing to use the Platforms after any such changes have taken effect, you are indicating your acceptance of the updated or amended Terms as well as your acceptance of the updated Platforms. If you do not wish to be bound by any changes or amendments to these Terms then you should stop using the Platforms immediately.

Unless otherwise stated herein, these Terms, and any rights and obligations and licenses granted hereunder, are limited, revocable, non-exclusive and personal to you and therefore may not be transferred, assigned or delegated by you to any third-party without our written consent, but may be transferred, assigned or delegated by us without notice and restriction, including without limitation to any of the entities within MIOO Tech SAGL and Baxter Srl’s respective groups, or to any successor in interest of any business associated with the Platforms. Any attempted transfer or assignment in violation hereof shall be null and void.

If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of these Terms and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. Such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable laws.

These Terms constitute the entire agreement between the parties regarding its subject matter and supersedes and invalidates all other prior representations, arrangements, understandings, and agreements relating to the same subject matter (whether oral or in writing, express or implied). Each party acknowledges that in agreeing to these Terms it does not rely on any statement, representation, warranty, or understanding other than those expressly set out in these Terms.

These Terms are concluded in the English language and all communications including any notices or information being transmitted shall be in English or Italian. In the event that these Terms or any part of it is translated (for any proceedings, for your convenience or otherwise) into any other language, the English language text of these Terms shall prevail.

These Terms shall not be waived in whole or in part except where agreed by the Parties in writing.

The delay of enforcement or the non-enforcement of any of the terms of these Terms by any party shall not be construed as a waiver of any of the other rights of that party arising out of the breach or any subsequent breach of any of these Terms and no right, power or remedy conferred upon or reserved for any party in these Terms is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.

Other than the entities within the MIOO Tech SAGL and Baxter Srl’s respective groups, a person who is not a party to these Terms has no right to enforce any of the provisions of the Terms.

These Terms are governed by and shall be construed in accordance with the laws of Switzerland without regard to any choice or conflict of laws rules. Any dispute, controversy, or claim, whether contractual or non-contractual, arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, or any other issue which shall arise in virtue of these Terms, shall be referred to and finally settled by the competent Courts of Lugano.