Terms & Conditions
Last Updated: March 05, 2025
Version: 1.00
Introduction
By accessing and using the Groovy Market website-hosted user interface at http://www.groovymarket.xyz/ (the "Interface"), providing access to the NFT-based interactive service governed by a complex of self-executing smart contracts (the "Self-Executing Smart Contracts"), you acknowledge that you have read, understood and agreed to be bound by all the terms and conditions stipulated in the Legal Disclaimer and the Terms of Use (the "Terms") provided below. By using the Interface, you understand that MERLIN TECHNOLOGIES LTDA, the company registered under the laws of Brazil, with the registration number 58.773.378/0001-08 and the registered address at R. Henrique Novaes, 88, Vitoria/ES, Brazil - 29.010-490 (the "Company" or "We") does not control or operate payment processing, and does not execute or effectuate purchases, transfers, payments, or sales of any blockchain-based assets (collectively, "Digital Assets"). PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE INTERFACE. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCESS OR USE THE INTERFACE. In these Terms, the term "You" refers to you, the person entering into these Terms. By accessing or using the Interface, you represent and warrant that you are of legal age, in the jurisdiction where you are ordinarily resident or from which you access the Interface, to enter into a binding contract with the Company. If you do not meet these requirements, you must not access or use the Interface. USE OF THE INTERFACE IS NOT PERMITTED BY PERSONS WHO RESIDE IN, ARE CITIZENS OF, OR ARE LOCATED IN THE UNITED STATES OF AMERICA, UNITED KINGDOM, PERU, BRAZIL OR ANY RESTRICTED TERRITORY AS DEFINED IN THE SECTION 4.3.1. OF THE TERMS OF USE BELOW. USE OF A VIRTUAL PRIVATE NETWORK ("VPN") OR ANY SIMILAR TOOL TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN IS PROHIBITED. The Terms are effective between you and the Company as of the date of your acceptance. You and the Company are each individually referred to herein as a "Party" and collectively as "Parties".
Legal Disclaimer
Important Note. Nothing in this Legal Disclaimer (the "Legal Disclaimer"), or the pricing information and other data provided on the Interface is an offer or solicitation of an offer to buy any Digital Assets, nor is it intended to provide any specific recommendations to enter into any transaction using the Interface. Although we intend to provide accurate and timely information and data on the Interface, the information may not be complete and does not create any contractual obligations. We cannot guarantee the accuracy of the information provided and no guarantees, warranties or undertakings are made regarding its completeness. We are the operator of the Interface. The Interface is distinct from the Self-Executing Smart Contracts and is not under our control. We do not control the Self-Executing Smart Contracts, and have no control concerning your transactions. You are responsible for complying with all Applicable Laws (as defined below) that govern your use of Digital Assets. The Company is not licensed by any regulatory agency or authority. No such agency or authority has reviewed or approved the Interface. Access to and use of the Interface is at your sole risk. The Company provides the Interface "as is", "with all faults" and "as available". To the maximum extent permitted by law, we expressly disclaim any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in these Terms, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information. We make no representations regarding the security of the Self-Executing Smart Contracts displayed by the Interface. You do not interact with us when you perform any transactions, rather you interact with the Self-Executing Smart Contracts directly.
Ownership
The Company and its licensors retain ownership of the Interface, including all related intellectual property rights, and Interface and its licensors reserve all rights not expressly granted to you under these Terms. The Interface is not sold to you and provided for use only under these Terms. No ownership rights are transferred to you under these Terms. We do not guarantee the functionality of the underlying software which governs the operation of the Self-Executing Smart Contracts, its security, or availability.
Risk Acceptance
Any Digital Asset, or its underlying technology may be vulnerable to attacks on its security, integrity or operation, including attacks using computing power sufficient to overwhelm the normal operation of a decentralized distributed ledger and may be lost if sent to the wrong address (for example, but without limitation, if the address is improperly formatted, contains errors, or is intended to be used for a different type of Digital Assets). By using the Interface, you also acknowledge and agree that: - we shall not be liable for any risks or adverse outcomes associated with transactions you conduct using the Interface; - we do not guarantee uninterrupted and secure operation of the Self-Executing Smart Contracts and it may be disturbed by numerous factors beyond our control, - the functionality of the Interface is experimental in nature and the Self-Executing Smart Contracts are based on new technology.; - from time to time, the Interface may be inaccessible or inoperable for any reason, including: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that we or any of our suppliers or contractors may undertake from time to time; (c) causes beyond our control or that we could not reasonably foresee; (d) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (e) unavailability of third-party service providers or external partners for any reason, - the Interface may evolve, which means we may apply changes, replace, or discontinue (temporarily or permanently) the Interface at any time in our sole discretion; and - you alone are responsible for securing your private key(s), and if your private key(s) are lost, then you will not be able to realize any value or utility from the Digital Assets that you may hold.
Your Representation and Warranties
You represent and warrant that you: - have the sufficient technical expertise and ability to review and evaluate the security, integrity and operation of the Interface; - have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits and any risks associated with access to the Self-Executing Smart Contracts via the Interface; and - you are solely responsible for reporting and paying any taxes applicable to your use of the Interface. If needed, consult a tax professional to understand your tax obligations.
Terms of Use - General Provisions
Contractual Relationship. These Terms constitute a legal agreement and create a binding contract between you and the Company. Third Party Software. You and the Company both agree that the Self-Executing Smart Contracts may grant you additional rights, and to the extent there is a conflict between those licenses and these Terms, with respect to the Self-Executing Smart Contracts, those license terms supersede any conflicting terms of these Terms. Links. The Interface may contain links to third-party websites or services, which do not belong to the Company and the Company do not control them. Please read public documents of those third-party websites and services before using them.
Account Creation
When you create an account on the Interface (the "Account"), a digital wallet is automatically generated through the third-party service provider. The process of a digital wallet creation is exclusively managed by our third-party service provider. For the avoidance of doubt, the Company does not access or control the wallets or associated private key(s). You retain full control over your private key(s) and digital wallet-related account details, and can extract your private key(s) or migrate your wallet to the custom decentralized finance solutions, if desired. For all matters concerning the digital wallet management or any payment processing, you are advised to review the legal documents of the respective third-party provider or contact them directly at https://www.getpara.com/.
Interactive Features
After creating an Account, you gain access to the platform, which provides an infrastructure for markets and bracket-style games. Through this platform, you may participate in bracket games, existing prediction markets and, where applicable, create new markets. These features are governed by Self-Executing Smart Contracts accessible via the Interface, including NFT-based interactive functionalities for certain features. For the purposes of these Terms of Use, "NFT" refers to a non-fungible token you may receive after entering an in-service position, designed to track your activity and future progress. Some features will be introduced over time, while others may never be launched, at the sole discretion of the team. Reward Distribution. The allocation of funds collected via the service is governed by autonomous Self-Executing Smart Contracts. The Company, as the operator of the Interface, does not control the Self-Executing Smart Contracts and has no control over these transactions. Referral Program. Existing users may participate as referrers, earning a part of the referral allocation based on the number of valid invitations they generate. Referrals are tracked using unique links. Referral earnings are calculated and distributed based on the internal tracking mechanisms governed by the Self-Executing Smart Contracts (the "Referral Program"). User Responsibility and Moderation. While the Company reserve a right to moderate users' content to ensure compliance, users remain solely responsible for the accuracy, reliability, and legality of the content they generate. The Company retains the authority to moderate and verify scores, points, and outcomes solely to uphold the integrity of the service governed by the Self-Executing Smart Contracts.
Use Restrictions and Compliance
Use Restrictions. While using the Interface, you acknowledge and agree to the following use restrictions: Losing Caps: The service imposes a losing cap of two thousand United States Dollars (USD 2,000) per account per calendar month. No transactions will be permitted if a user ever exceeds this amount in any given calendar month. Bracket Game Limits: You are restricted to a maximum of ten (10) in-service tickets per account for each Bracket Game. For the purposes of these Terms of Use, "Bracket Games" refers to a sport competition organized in a bracket format, where matchups are arranged to track progress. Account Suspension: You may voluntarily suspend your Account if the aforementioned limits are reached. The suspension will remain in effect until the start of the subsequent calendar month or until otherwise resolved by you in compliance with the terms available on the Interface.
Rules of Conduct
While using the Interface, you agree to: - not violate or assist any third party in violating these Terms; - use the Interface in compliance with all laws, including local laws of the country or region in which you reside or in which you access or use the Interface, and that your access will not otherwise violate or assist you in violating any statute, regulation, by-law, order, protocol, code, decree, letter, or another directive, requirement, guidance, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, letter, order, judgment, directive or other requirements, guidance, or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over us or you as otherwise duly enacted, enforceable by law, the common law or equity (the "Applicable Laws"); or contribute to or facilitate any illegal activity; - not violate intellectual property rights (trademark, copyright, patent, and other intellectual property rights) or any other rights or interests of any party; - not use the Interface in any way that can damage, disable or overburden the Interface, which may include, but is not limited to sending viruses, Trojan horses, spyware, adware or any other malicious code, performing DDoS attacks, interfering with or disrupting any network, equipment, or server connected to or used to maintain the functioning of the Interface; - not attempt to gain unauthorized access to any Interface account, Wallet, or computer systems or networks associated with the Company or the Interface; - not obtain or attempt to obtain any information through the Interface by any means not intentionally made available or provided by the Company; - not impersonate or attempt to impersonate the Company, a Company employee, an Affiliate of the Company, or another User or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing); - not access the Interface in order to build a similar or competitive website, product, or service; - not use any assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including terrorism or tax evasion; - not attempt to circumvent any content-filtering techniques, security measures or access controls of the Interface, including through the use of a VPN; - encourage or induce any third party to engage in any of the activities prohibited under these Terms.
Sanctions and Restricted Territories
As a condition to accessing or using the Interface, you represent and warrant to the Company that you are not: - a resident of, a citizen of, or located in the Democratic People's Republic of Korea, Iran, Myanmar, Bulgaria, Burkina Faso, Cameroon, Croatia, Democratic Republic of Congo, Haiti, Kenya, Mali, Monaco, Mozambique, Namibia, Nigeria, Philippines, Senegal, South Africa, South Sudan, Syria, Tanzania, Venezuela, Vietnam, Yemen, Afghanistan, Belarus, China, Cuba, Ethiopia, Iraq, Lebanon, Libya, Nicaragua, Russian Federation, Somalia, Sudan, Donetsk People Republic, Luhansk People Republic, Crimea (collectively, "Restricted Territories"); - subject to economic or trade sanctions administered or enforced by any governmental authority; or otherwise, you are not a member of any sanctions list or equivalent maintained by the United States government, the United Kingdom government, the European Union, or the United Nations, including without limitation the U.S. Office of Foreign Asset Control Specifically Designated Nationals and Blocked Person List (the "Sanctioned Person").
Compliance
By using the Interface, you agree to comply fully with the above restrictions and rules of conduct. The Company reserves the right to enforce these provisions and to take any necessary actions to ensure compliance, including the suspension or termination of accounts in violation of these Terms. Any right or remedy of the Company set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Laws, at law, or in equity. The failure or delay of the Company in exercising or enforcing any right, power, or privilege under these Terms shall not operate as a waiver thereof.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY 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 OF USE, THE INTERFACE OR FOR ANY DAMAGES RELATED TO LOSS OF USE OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF THE INTERFACE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM. IN SOME JURISDICTIONS, THE EXCLUSION OR RESTRICTION OF INCIDENTAL OR CONSEQUENTIAL LOSSES IS NOT ALLOWED, SO THIS LIMITATION OR EXCLUSION MAY NOT BE APPLICABLE TO YOU.
Disclaimer of Warranties
YOU ACKNOWLEDGE THAT THE INTERFACE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, AND MAY NOT BE FUNCTIONAL ON ANY MACHINE OR IN ANY ENVIRONMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES RELATING TO THE INTERFACE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY OF THE INTERFACE FOR YOUR INTENDED REQUIREMENTS OR PURPOSES, INCLUDING FOR USE WITH YOUR SOFTWARE APPLICATION. FURTHER, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE INTEGRITY OF DATA THAT YOU TRANSMIT, TRANSFER, STORE, OBTAIN OR RECEIVE THROUGH USE OF THE INTERFACE. THE COMPANY IS NOT OBLIGATED TO MAINTAIN OR SUPPORT THE INTERFACE, OR TO PROVIDE YOU WITH UPDATES, FIXES, OR SERVICES RELATED THERETO. YOU ASSUME ALL RISK ARISING FROM USE OF THE INTERFACE, INCLUDING, WITHOUT LIMITATION, THE RISK OF DAMAGE TO YOUR COMPUTER SYSTEM, SOFTWARE APPLICATION, THE CORRUPTION OR LOSS OF DATA, AND COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS (INCLUDING LAWS AND REGULATIONS RELATED TO PRIVACY AND DATA PROTECTION).
Indemnification
You agree to indemnify and hold harmless the Company, its affiliates, contractors, licensors, and their respective directors, officers, employees and agents from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys' fees, fines or penalties imposed by any regulatory authority) arising out of or related to (i) your use of, or conduct in connection with the Interface, (ii) your breach or our enforcement of these Terms, or (iii) your violation of any Applicable Laws, regulation, or rights of any third party during your use of the Interface. If you are obligated to indemnify the Company, its affiliates, contractors, licensors, and their respective directors, officers, employees or agents pursuant to these Terms, we will have the right, in our sole discretion, to control any action or proceeding and to determine whether we wish to settle, and if so, on what terms.
Term and Termination
Term. These Terms will commence on the date you access the Interface, and will continue until terminated as provided in clauses 8.2 or 8.3. Termination for Convenience. The Company may terminate these Terms for any reason with thirty (30) days' advance notice to you. The Company may, in its sole discretion, reinstate Your ability to access the Interface. You may terminate the Terms at any time by discontinuing your use of the Interface. Termination for Breach. The Company may terminate these Terms immediately upon written notice if you breach these Terms. The Company may, at its sole discretion, reinstate your ability to use the Interface if you demonstrate that you have remedied any such breach. Survival Upon Termination. Notwithstanding the foregoing, Sections 5 (Limitation of Liability), 6 (Disclaimer of Warranties), 9 (Force Majeure), 10 (Intellectual Property), 11 (Severability) and 15 (Governing Law and Dispute Resolution) will survive any termination of these Terms.
Force Majeure
We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstances beyond our reasonable control (including but not limited to epidemics, pandemics, blockchain congestion or attacks, government sanctions or orders, whether known or unknown at the time the parties enter into these Terms) (each a "Force Majeure Event").
Intellectual Property
All components and the content (unless stated otherwise) of the Interface, belong to the Company and are protected by the intellectual property rights legislation. You must not reproduce, reprint, publish, modify, distribute, display, transmit, license, transfer, or otherwise exploit the content or technology associated with the Interface without the express prior written consent of the Company. Violation of any of the intellectual property rights of the Company is strictly prohibited. By uploading, submitting, or otherwise generating content on the Interface, including but not limited to reviews, feedback, and other user-generated materials, you grant the Company a non-exclusive, worldwide, royalty-free, irrevocable, and sublicensable license to use, reproduce, modify, adapt, publish, translate, distribute, and display such content in any media or format, for any purpose related to the operation, improvement, or promotion of the Interface.
Severability
If any term, clause, or provision of these Terms is found to be invalid or unenforceable, then that term, clause, or provision shall be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, cause, or provision, or any other terms, clause, or provision of these Terms.
Assignment
These Terms are for the benefit of the Parties and their successors and assigns. The Parties and their successors and assigns are bound by these Terms. We may assign our rights under these Terms without your consent at any time and without notice.
Modification and Revision
We reserve the right, at our sole discretion, to change, modify, update, add, or remove portions of the Terms at any time, with or without any prior notice to you. Please check these Terms periodically for any changes. Your continuing use of the Interface following any revisions or changes to the Terms will constitute your irrevocable acceptance of any and all such revisions and changes.
Language and Translations
These Terms may, at our sole and absolute discretion, be translated into a language other than the English language. You agree that any such translation shall only be for your convenience and the English text shall prevail in the event of any ambiguity, discrepancy or omission as between the English text and any translated text.
Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of Brazil. You and the Company shall endeavour to resolve through negotiations all disagreements that may arise between you and the Company during the validity term hereof. If you and the Company fail to reach an agreement within 30 (thirty) calendar days from the start of negotiations, the dispute controversy, or claim arising out of, or relating to, or in connection with these Terms, including with respect to the formation, applicability, breach, termination, invalidity, enforceability or any dispute regarding non-contractual obligations arising out of or relating to such obligations, shall be referred to the competent courts of Brazil.
Relationship of the Parties
Nothing in these Terms is intended to or shall operate to create a partnership or joint venture between you and the Company, or authorize you to act as agent of the Company.
Contact Information and Electronic Communications
Should you have any comments, questions, or complaints, please contact us at legal@groovymarket.xyz You consent that any emails, surveys, other information or feedback you provide to the Company, except for personal data, can be used by the Company in any manner, including, but not limited to, for testimonials, reviews and ratings on the Company on third party websites.