Latest Update: 21st March 2025
The Greenhouse Terms of Use are comprised of two separate sets of terms and conditions:
A) General Terms of Use, which govern, in a general manner, your use of our services on the Chiliz Greenhouse platform, and the features it entails; and
B) Deployer Terms, which, in addition to the General Terms of Use, govern your engagement with the platform when developing (i) blockchain-based applications or (ii) web2 related projects according to the specifications provided in the relevant offer within the Chiliz Greenhouse portal/platform.
PLEASE READ THESE TERMS BEFORE USING CHILIZ GREENHOUSE PLATFORM/WEBSITE AND APPLYING FOR AND THEREFORE, EXECUTING ANY OF THE WORKS OFFERED ON THE SAME.
Users should not construe any content or information on this Platform, website or associated channels as an offer, recommendation, endorsement, or solicitation to buy, sell, hold, or otherwise engage in any financial or commercial transaction, including in relation to the $CHZ token or any other crypto-asset.
Crypto-assets are subject to significant risks. Crypto-assets are considered as highly volatile assets and expose their holders to high risks of loss of value. Crypto-assets should only be traded by persons with sufficient knowledge and understanding of the underlying blockchain technology. Past performances are not an indicator of the future performances and you should not dedicate funds that you cannot afford to lose. You should familiarize yourself with the risks associated with transactions on blockchain networks, including but not limited to smart contract vulnerabilities, front-end vulnerabilities, hacks, phishing attacks, social engineering attacks, crypto-assets volatility and transaction irreversibility.
Any reference to the $CHZ token or any other crypto-asset is not directed at or intended for use by any person residing or located in jurisdictions where such activities are restricted, including the Prohibited Jurisdictions as defined in the Terms and Conditions.
1. Acceptance of the General Terms of Use
These terms of use constitute a binding agreement between you, an individual user or visitor, whether personally or on behalf of an entity (“Visitor”, “User”, “you”, “your”) and Chiliz Interactive Services (“CIS”, the “Company”, “we”, “our” or “us”). CIS is an entity registered under the Laws of the United Arabs Emirates, having its registered office at Office A, RAK DAO business Centre, RAK BANK ROC Office, Ground Floor, Al Rifaa, Sheikh Mohammed Bin Zayed Road, Ras Al Khaimah, United Arab Emirates.
For the avoidance of doubt, throughout these Terms, we may also refer to you as “Applicant”, in those sections referring to the process of applying for an offer and sections related to that proceeding and other particularities.
The following General Terms of Use, together with any documents they expressly incorporate by reference (collectively, the “Terms”), govern your access to and use of Chiliz Greenhouse website https://greenhouse.chiliz.com as well as any other media form, media channel, or mobile website related, linked, or otherwise connected thereto, published by CIS, including, but not limited to, any content, functionality, and services offered on or through these channels (collectively, the “Website” or “Platform”). Please read these Terms carefully before you start to use the Website and/or applying for any Gig (as defined further below). By accessing or using the Website, you acknowledge that you have read, understood, and agree to be bound and abide by these Terms in addition to:
• our Privacy Policy, incorporated herein by reference; and
• our Cookie Policy, incorporated herein by reference.
• any additional standards, conditions, policies or guidelines.
If you do not agree to these Terms, you must not access or use the Platform and any of the services offered on it.
Additionally, any specific instructions, briefs, or contractual terms related to Tasks (“Brief(s)”) issued to you in relation to your engagement with the Platform shall form an integral part of these Terms.
In the event of a conflict between these Terms and the Brief , the Brief shall prevail solely with respect to matters specifically related to the specific services to be executed, duration, delivery deadlines and other specific conditions directly related to the provision of the service(s) that are not foreseen in these Terms. All other provisions of the Terms shall remain fully applicable and binding.
2. Changes to the Terms
We may revise and update these Terms at any time and for any reason, at our sole discretion. All changes are effective immediately, and the “Last updated” date indicated in the header of these Terms will be updated. Users waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates.
You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Website after the date such revised Terms are posted. Supplemental terms and conditions or documents that may be posted on the Website from time to time are hereby expressly incorporated herein by reference.
3. Definitions and Interpretation
3.1 Definitions
All capitalized terms that are used in these Terms shall have the meanings set forth below unless context dictates otherwise:
• “Affiliate" of the Company shall mean any other natural person or legal entity that directly, or indirectly through one or more intermediaries, is controlled by, or is under common control with the Company.
• “Applicable Laws/Regulations” shall mean all local, national, and international laws, regulations, directives and decrees to which a Party is subject, and which are applicable to the exercise of that Party`s rights or the performance of that Party`s obligations under this Agreement.
• “Control” shall refer to the holding of shares (directly or indirectly) in that entity bearing the majority of the voting rights attached to all the shares in that entity or having the power to control by any means the composition of the board of directors of that entity.
• “Chiliz Chain” shall mean the Layer-1, open, public, permissionless, decentralized blockchain infrastructure focusing on the sports and entertainment industries.
• Chiliz Ecosystem: Chiliz Ecosystem is a decentralized, pioneering blockchain initiative initially focused on enhancing fan engagement in sports and entertainment.
• “CHZ”: The native and account-gas token used within the Chiliz ecosystem, subject to jurisdictional restrictions.
• “Confidential Information” shall mean any information, regardless of its form and whether of a technical, business, or other nature, that is not generally available to the public, is disclosed under these Deployer Terms and/or any other agreements with the Company or its Affiliates, whether communicated in writing, orally, photo graphically, electronically or any other form, and would be considered by a reasonable third party in a similar situation to qualify as information of a proprietary or confidential nature.
• “Intellectual Property Rights” shall mean all: patents, utility models, rights to inventions, copyright and neighboring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights (in each case whether registered or unregistered) and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
• “Platform/Website”: The Chiliz Greenhouse portal operated by CIS.
• “Prohibited Jurisdictions” shall mean any of the following jurisdictions: Turkey, United Kingdom, Vietnam, Afghanistan, Burundi, Central African Republic, Cuba, Democratic Republic of Congo, Guinea-Bissau, Iran, Iraq, Kosovo, Lebanon, Libya, Myanmar, North Korea, Somalia, South Sudan, Sudan, Syria, Venezuela, Yemen, Zimbabwe, Russia. This list may be amended at any time at Company’s sole discretion.
• “Tasks/Offers/Gigs/Services”: specific actions or deliverables posted on the Platform, such as creating social media content or technical development tasks.
4. Platform Overview
4.1 Platform Purpose
The Platform's purpose is to drive the development and growth of the Chiliz Chain ecosystem by providing a dedicated space for collaboration, incentivization, and innovation. It serves as a hub for fostering engagement among developers, content creators, and other stakeholders who contribute to the Chiliz Chain ecosystem through their expertise and efforts.
The Portal aims to:
1. Incentivize Contributions:
• Encourage individuals and teams to promote, discuss, and develop code or projects directly related to the Chiliz Chain ecosystem.
• Reward meaningful contributions with CHZ or other incentives.
2. Incentivize Contributions:
• Provide resources and structured opportunities to enhance the Chiliz Chain ecosystem’s technological infrastructure, tools, and community.
• Enable the creation and improvement of blockchain-based and web2 projects, enhancing the utility and reach of the Chiliz Chain ecosystem.
4.2 Changes to the Platform and its management
There may be information on the Website that is out of date or contains typographical errors, inaccuracies, or omissions. We reserve the right - but not the obligation - to update any information or correct any errors, inaccuracies, or omissions and to change or update the information on the Website at any time, without prior notice. CIS does not warrant that the Website content will be uninterrupted, error free or free of computer viruses, contaminants or other harmful items.
We reserve the right to withdraw or amend the Website, and any service or material we provide on the Website, in our sole discretion without notice. We do not guarantee that our Website or any content available on the Website will always be available. We will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period. CIS may restrict access to some parts of the Website, or to the entire Website, to Users, at any time and for any reason, at our sole discretion.
We reserve the right to restrict or deny access to the Website, including by geo-blocking or blocking certain IP addresses, to any persons for any reason, including but not limited to breach of any representation or warranty introduced in these Terms or resulting from any applicable law or regulation. If we terminate or suspend your access to the Website for any reason, you are prohibited from attempting to access the Website under your name, a fake or borrowed name, or the name of any third-party, even if you may be acting on behalf of the third-party.
We reserve the right, but not the obligation, to: (1) monitor the Website for violations of these Terms and any applicable law; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such User to law enforcement authorities; and (3) otherwise manage the Website in a manner designed to protect our rights and property and to facilitate the proper functioning of the Website.
4.3 Acknowledgements
Users of the Website are hereby informed that CIS holds no role as the issuer of any crypto-asset associated with the Chiliz ecosystem, nor does it function as the developer of the Chiliz Chain. Furthermore, CIS does not occupy any leadership or directive position within the Chiliz ecosystem, which is a collaborative and decentralized project propelled by the contributions of various independent actors. CIS endeavors to support and encourage the development and expansion of the Chiliz ecosystem through its actions, including facilitating reward payments in $CHZ for tasks that have been completed and reviewed in accordance with the criteria established for each Task. However, CIS does not exert control over or assume responsibility for the activities, decisions, or strategies implemented by the diverse participants within the Chiliz ecosystem. Users should, therefore, adjust their expectations accordingly and conduct their due diligence when engaging with the Chiliz ecosystem based on information obtained through this Platform or its associated channels. Visitors of the Website acknowledge that: (1) CIS is not the issuer of any crypto-asset; (2) CIS is not the developer of the Chiliz Chain; (3) CIS is not the head, director, or the driving force of the Chiliz ecosystem; and (4) the Chiliz ecosystem is a decentralized project developed by many actors at the same time, sometimes in collaboration, sometimes on their own. CIS does not direct these actors, but through its actions hopes to foster the growth of the Chiliz ecosystem.
5. Eligibility and User obligations
5.1 Who May Use the Website
The Platform is intended for users who are at least 18 years old. You agree that by using the Website you are at least 18 years of age.
The information provided on the Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Website from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
You represent and warrant that you are not, and for the duration of the time you use the Website, will NOT be:
5.1 Who May Use the Website
(a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties;
(b) in contravention of any laws and regulations pertaining to anti-money laundering or terrorist financing;
(c) included on the List of Specially Designated Nationals and Blocked Persons maintained by the US Treasury Department’s Office of Foreign Assets Control (OFAC) or on any list pursuant to European Union (EU) and/or United Kingdom (UK) regulations; or
(d) operationally based or domiciled in a country or territory in which sanctions imposed by the United Nations (whether through the Security Council or otherwise), OFAC, the EU and/or the UK apply, or otherwise pursuant to sanctions imposed by the United Nations, OFAC, EU, or UK, including jurisdictions identified by the FATF as subject to a call for action (blacklisted countries): the Democratic People’s Republic of Korea (North Korea), Iran, and Myanmar (Burma).
(e) residing within the territory of the United Kingdom, Turkey and Vietnam or any other jurisdiction where payments in CHZ are prohibited or not accepted. If at any point the above is no longer true, then you must immediately cease using the Website.
5.2 Users Responsibility
You are responsible for making all arrangements necessary for you to have access to the Website.
To access the Platform or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to use the Website, including, but not limited to, using any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we may take with respect to your information that are consistent with our Privacy Policy.
You should use particular caution when inputting personal information onto the Website on a public or shared computer so that others are not able to view or record your personal information.
5.3 Prohibited Uses
You may use the Platform only for lawful purposes and in accordance with these Terms. You agree not to use the Website, including but not limited to, applying for any Tasks:
• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• To impersonate or attempt to impersonate CIS or any of its affiliates, Chiliz ecosystem developers/contributors/participants and any employee thereof, any other Users, or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
• Systematically retrieve data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm CIS or users of the Website or expose them to liability.
• To circumvent, disable, or otherwise interfere with security-related features of the Website, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Website and/or the content contained therein.
• To engage in unauthorized framing of or linking to the Website.
• To trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• To make improper use of our support services or submit false reports of abuse or misconduct.
• To engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• To interfere with, disrupt, or create an undue burden on the Website or the networks or services connected to the Website.
• To send, knowingly receive, upload, download, use, or re-use any material which does not comply with these Terms of Use.
• To use any information obtained from the Website in order to harass, abuse, or harm another person.
• To attempt to bypass any measures of the Website designed to prevent or restrict access to the Website, or any portion of the Website.
• To decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website.
• To delete the copyright or other proprietary rights notice from any content.
• To reproduce, copy, imitate, transform, distribute, make available to the public, or otherwise use, by any means or procedure, in whole or in part, the content subject to intellectual property rights, including any trademarks, of the CIS, its Affiliates, or any third-party without having been granted the required authorization.
• To copy or adapt the Website’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
• To upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material that interfere with any party’s uninterrupted use and enjoyment of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Website.
• To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server(s) on which the Website is stored, or any server, computer or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack; or attempt to interfere with the proper working of the Website.
• To use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Website, or using or launching any unauthorized script or other software.
• To copy, reproduce, distribute, publicly perform or publicly display all or portions of our Website, except as expressly permitted by us.
• To infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of CIS, its Affiliates or any other third party.
• For any unauthorized use of the Website, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
5.4 Reporting Violations
If you come across any content that may violate our Terms and/or Briefs, you should report it to us through the contact form or the email chilizchainsupport@chiliz.com. Our decision, among others, may rely on the information that you provided to us. To protect individual privacy, the results of the investigation are not shared. You can review our Privacy Policy for more information.
6. Offers Application and Task Fulfillment
6.1 General information on applying for Offers
To apply for any of the Offers published you have to complete your profile and follow the instructions and steps defined in the specific Offer. Only registered users may access the Offers published in the Platform.
In registering for an account, you agree to provide us with accurate, complete and updated information regarding your business or personal details, and update such details as required, without undue delay.
Whitelisting is a prerequisite for undertaking any tasks or activities provided through the Platform, whether on the Chiliz Chain or in connection with external platforms associated with the Chiliz ecosystem.To ensure compliance with anti-fraud regulations, Users may be required to complete (1) personal identification and (2) wallet address verification procedures when creating your account as part of the whitelisting process.
In addition, you must not create an account for fraudulent or misleading purposes. You are solely responsible for any activity on your account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your account.
When you apply for an Offer, CIS will study your profile and determine if it fits on the specific Offer. You will thereafter receive a notice of acceptance or rejection. The acceptance or the rejection will be communicated within thirty (30) calendar days from the submission, so you can withdraw your candidacy at any time within that term.
By submitting an Offer, you accept the terms and conditions of the Offer, and following the expiration of the deadline stipulated for the selection of candidates, and once your application has been accepted, you agree to the performance of the Services.
CIS will select the profiles that best fit to the published Offer and therefore, to the Services to be provided, at its sole discretion and criteria. In case of doubts and during this process, CIS may contact you to clarify or confirm some details about your profile and activities to be rendered.
Please note that there may be several candidates applying for the same Offer, so the mere fact of applying for a task does not mean the immediate selection of your profile.
The rejection of your profile for a gig does not prevent you from applying for other Offers on the Platform, as there is no limit to the number of applications. You are welcome to use the same profile to apply for and, if accepted, perform as many TRasks as are available on the Platform.
6.2 Submission of deliverables and invoicing
Upon completion of the Service, you shall:
(a) Submit the completed files and/or proof of work as requested by the Company; and
(b)Provide an invoice for review and acceptance by CIS.
CIS will check and therefore, approve the documentation and whether the Task has been performed and will automatically mark the tasks as “Completed” if everything is according to what was agreed in the Brief. In case CIS considers that changes need to be made to the Task delivered, it will communicate this to the Applicant so that he/she can proceed to make the necessary modifications. For more information about the needed approval from CIS see clause 6.3 and the specific applicable provisions according to the type of Task to be performed.
When the necessary steps and modifications are not fulfilled within five (5) calendar days after the termination date outlined in the Brief, it may result in a cancellation of the Task and it will therefore be implied and understood that the Task has not been performed and the Applicant shall not have the right to receive any compensation whatsoever. For the purposes of this clause, a Task shall be understood as not performed and therefore, lack of fulfillment when the Applicant has not fully achieved all objectives and milestones expressly defined in the Brief.
The Applicant can modify the invoice within three (3) calendar days after its submission. Once this period has elapsed, no modification will be possible.
CIS will pay the corresponding invoice(s) within thirty (30) calendar days after receipt thereof.
6.3 Approvals
The Applicant acknowledges that CIS may require the Applicant to make changes to the Task delivered in order for it to be in line with applicable regulations, up to CIS’ standards and in line with its brand and other applicable guidelines.
The Applicant shall only promote, publish, market and distribute the Services and any material related to it and CIS following pre-approval by CIS. In certain cases, most notably but not limited to, where the Tasks performed and/or the content delivered will be in the English language, CIS may be required at law to submit such material to third party approvers appointed in accordance with Applicable Laws (“Approver”). Once the content has been approved by CIS (and where applicable, by the Approver), the Applicant undertakes:
(i) not to modify or amend or in any way make any changes; and
(ii) to comply with all instructions and conditions imposed by CIS (and where applicable, by the Approver) including the withdrawal of the respective content if this is no longer approved by the Approver (where applicable).
Subsequently, the Applicant may request modifications or changes to the Task and related material only if this is absolutely necessary and strictly subject to submitting a request notification to CIS at least seven (7) calendar days in advance. CIS shall do its best efforts to approve such changes (and where relevant, obtain such reapproval of the proposed changes from the Approver), provided that such approval is not guaranteed to be granted. Any material changes to the Task or its related content shall be strictly prohibited. Any breach of this clause shall constitute a material breach.
The Applicant hereby understands, acknowledges and agrees, that some content to be published in relation to certain Tasks and their deliverables may be subject to Applicable Laws requiring the Parties to abide by specific requirements, for example the requirement to include specific wording and/or disclaimers thereto. To this end, the Applicant agrees that, where required by CIS to do so, the content shall be modified with the addition of disclaimers and/or any other elements as required to be compliant with Applicable Laws.
7. Payment Terms and Use of CHZ as Consideration
We determine the compensation of each Offer, at our sole discretion. Please note that all the Offers will be paid in CHZ, unless otherwise communicated. Payment in CHZ due to its nature of cryptocurrency might not be accepted in some countries.
To receive the compensation you will provide the address of a digital wallet compatible to receive CHZ. We are not responsible for transferring funds to a digital wallet which is provided erroneously or otherwise not compatible to receive the compensation.
The Users can change their details on the profile area at any time, however this does not mean that they are immediately updated in the Company’s records, nor that they are taken into account for Tasks that are already in the process of being executed. In the case of receiving payments, if the payment has already been processed and the modification to the relevant details was made thereafter, you run the risk that the compensation will not reach you. We are not responsible for this. We advise you to make any modifications well in advance of the corresponding milestones between the account creation, the submission of your profile details and the execution of the payment.
7.1. Disclaimer on CHZ Payments and Recipient Responsibilities
Payments or rewards made in CHZ are strictly provided as compensation for completed Tasks rendered as outlined in the applicable Briefs. These payments are not intended as an investment incentive, as an endorsement of the CHZ token, nor as a promotion of any financial activity. Any such payments should not be interpreted as encouragement to engage in transactions involving CHZ or any other crypto-asset.
It is the sole responsibility of the Applicant to ensure the ability of the payment recipient to accept payments in CHZ in compliance with the laws and regulations of their respective jurisdiction. CIS disclaims any responsibility for how such payments are used, received, or interpreted, beyond fulfilling the explicitly agreed contractual obligations. Furthermore, CIS explicitly disclaims any liability for actions taken by Users based on the information presented.
8. Electronic Communications
8.1. Consent to receive communications
You agree and consent to receive electronic communications from us regarding the Website and any content available on the Website, including, but not limited to: (a) these Terms, and amendments thereto; (b) the Privacy Policy, and amendments thereto; (c ) the Cookie Policy, and amendments thereto; (d) legal and regulatory disclosures and communications; and (e) customer service communications. We may provide electronic communications to you in any manner we deem fit, including but not limited to, by making them accessible on the Website or through email, including via “hyperlinks”.
8.2. Feedback and suggestions
You may provide feedback to us or otherwise submit questions and inquiries through some parts of the Website, and we will make our best efforts to review the same. However, we are not obligated to do so nor are we obligated to release any modifications or improvements you submit to us based on your feedback.
9. Data Protection and Privacy
We will not disclose Your personal Data except as expressly permitted under these Terms and otherwise only with Your prior consent as stipulated in our Privacy Policy. However, we will maintain certain data for the purpose of managing the performance of the Website, as well as data relating to your use of the Website. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Website. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
Also, We may be required to disclose Your Personal Data and/or certain other information about You to the extent required by applicable law or by an order of a court or competent governmental or regulatory authority. By accepting these Terms, You expressly agree and consent to Your Personal Data being disclosed to third parties to any extent required for the purposes of compliance with applicable laws or regulations.
10. Confidentiality
Users should recognize that there might be a need for CIS to disclose certain Confidential Information to be used for the purpose of delivering the services, and to protect such Confidential Information from unauthorized use and disclosure.
All the Confidential Information shall be deemed to have been furnished from one party to the other in confidence and shall remain the exclusive property of the disclosing party both during and after the completion of any Task. Neither Party shall use the other Party’s Confidential Information for its own benefit or disclose the Confidential Information to any other person.
The above shall not apply to the extent that:
(A) such disclosure is a requirement of law or is required pursuant to a court order.
(B) such information was in the possession of the receiving Party or obtained from a third party without obligation of confidentiality prior to its disclosure by the receiving Party.
(C) Disclosing party has given the receiving Party written permission to disclose and;
(D) such information was already in the public domain at the time of disclosure otherwise than by a breach of this Agreement.
The receiving Party may disclose the disclosing Party’s Confidential Information to any of its’ employees or representatives who may become directly involved in the fulfillment of these Terms and who need to know the information for such purpose and shall ensure that such employees and/or representative are aware of and are obliged to comply with these obligations as to confidentiality, or equivalent.
11. Intellectual Property Rights (IPRs)
The Platform and its entire contents, features, and functionality (including but not limited to all information, domain names, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof) [hereinafter, the “Contents”] are owned by CIS, its licensors or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Therefore, the reproduction, copying, imitation, transformation, distribution, making available to the public and, in general, the mere use and any other form of exploitation, by any means or procedure, in whole or in part of the contents of the Website is strictly prohibited without our prior written permission. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us. For any inquiries please contact us through the contact form or the email chilizchainsupport@chiliz.com
However, subject to these Terms, CIS grants to the User a limited, non-exclusive, non-transferable, non-sub-licensable, revocable and royalty free license to use the Platform, materials and contents provided or highlighted in the Brief to enable the User to carry out the Services agreed, during the term stipulated.
No use of any other content or material that is not expressly agreed to in these Terms, in the corresponding Brief or otherwise authorized in writing to the User is permitted.
CIS shall have the right to share, repost and otherwise, promote any content related to the Tasks, including completed Tasks and their deliverables, via CIS’ channels or the channels of its Affiliates. CIS may include personalized tags/identifiers or a designated campaign hashtag in connection with the promotion of the content.
All content in the Task deliverables must be original works of the Applicants. Plagiarism or unauthorized use of another's work will result in immediate disablement and banning from the Platform. Therefore, by submitting your work, you represent and warrant that your submission is your original work and does not infringe upon the intellectual property rights of any third party. However, if the Task deliverables include any material that belongs to a third party (including, without limitation, attributes, images or trademarks) the User shall obtain the appropriate license and shall be solely responsible for obtaining all permissions, in writing, from the third party, to receive the rights necessary to perform its obligations hereunder.
If Applicants utilize open-source or creative commons code and materials as part of their projects, that use must be properly credited.
When you execute a Service, CIS is granted all rights for the delivered work, unless otherwise outlined in the Brief. Therefore, the Applicant grants and assigns to CIS (or any designee as CIS shall designate) all the rights associated to and that may arise from the provision of the Services and of the results achieved thereof. The assignment shall be understood as for the whole world and for as long as legally permitted, in relation to all exploitation rights over the works and results achieved thereof. The Applicant shall cooperate with CIS both during the execution and after the Task is completed to grant and assign any such interest to CIS (or any designee as CIS shall designate), including the prompt execution of all necessary instruments to vest full title of, and all rights in and to, such interest in CIS (or any designee as CIS shall designate). This includes, without limitation, the rights to transform, modify, archive, republish, edit or revise the work in any manner CIS deems appropriate.
CIS shall not be liable for any intellectual property infringement claims arising from the Applicants’ deliverables.
The Applicant shall not do or fail to do anything which does, or which, from a reasonable standpoint, could cause IPR or any business damage (including damage to reputation, commercial interests, or relationship) or bring CIS into a disrepute act or omission. The Applicant shall at its sole cost, do all such things as reasonably required to minimize and/or control the damage.
12. Liability, warranties and indemnity
12.1 Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Websites will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITES LINKED TO IT.
YOUR USE OF THE WEBSITES, THEIR CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES IS AT YOUR OWN RISK. THE WEBSITES, THEIR CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER CIS NOR ANY PERSON ASSOCIATED WITH CIS MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITES. WITHOUT LIMITING THE FOREGOING, NEITHER CIS NOR ANYONE ASSOCIATED WITH CIS REPRESENTS OR WARRANTS THAT THE WEBSITES, THEIR CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITES OR THE SERVER(S) THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
CIS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, CIS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PROPER FUNCTIONALITY, PERFORMANCE, SECURITY, AVAILABILITY, OR ERROR-FREE OPERATION OF THE PLATFORM, THE CHILIZ CHAIN, OR ANY RELATED WEB2 OR WEB3 APPLICATIONS DEVELOPED, SUPPORTED, OR HOSTED WITHIN THE ECOSYSTEM. CIS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATED TO ANY PLATFORM FUNCIONALITY, DECENTRALISED APPLICATIONS (“dApps”) OPERATING ON OR INTERACTING WITH THE PLATFORM AND CHILIZ CHAIN, INCLUDING BUT NOT LIMITED TO THOSE CONCERNING STAKING, GOVERNANCE, OR ANY OTHER ASSOCIATED FEATURES. USERS ACKNOWLEDGE AND AGREE THAT THE OPERATION AND PERFORMANCE OF SUCH DAPPS ARE INDEPENDENT OF CIS, AND CIS HAS NO CONTROL OR RESPONSIBILITY OVER THEIR FUNCTIONALITY, OUTCOMES, OR AVAILABILITY. USERS ASSUME ALL RISKS ASSOCIATED WITH THE USE OF THESE FEATURES, INCLUDING BUT NOT LIMITED TO TECHNICAL MALFUNCTIONS, DATA LOSS, SECURITY VULNERABILITIES, OR OTHER POTENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL CIS BE LIABLE FOR ANY DAMAGES, LOSSES, OR CLAIMS ARISING FROM OR IN CONNECTION WITH THE MALFUNCTION, DOWNTIME, OR FAILURE OF THE CHILIZ CHAIN OR ANY DAPPS; ERRORS, BUGS, OR VULNERABILITIES IN STAKING, GOVERNANCE, OR OTHER FEATURES; OR THE INABILITY TO ACCESS OR INTERACT WITH THE CHILIZ CHAIN OR DAPPS.
SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF WARRANTIES OR LIMITATIONS ON THE DURATION OF IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU IN THEIR ENTIRETIES, BUT WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
12.2 Limitation on Liability
IN NO EVENT WILL CIS, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITES, ANY WEBSITES LINKED TO THEM, ANY CONTENT ON THE WEBSITES OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF ASSETS, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW WHICH MAY INCLUDE FRAUD.
CIS shall not be liable to the Users of any false, misleading, inaccurate statements about CIS, its affiliates and its business itself and services and products that the User makes when performing the agreed services and once these Terms have expired.
12.3 Indemnification
You agree to defend, indemnify, and hold harmless CIS, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, and successors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms, application or participation in Tasks, or your use of the Websites, including, but not limited to, any use of the Websites’ content, services and products, intellectual property rights, other than as expressly authorized in these Terms or your use of any information obtained from the Website.
Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
13. Account Management and Suspension
CIS reserves the right to put any account on hold or permanently disable accounts due to breach of Applicable Laws/Regulations or breach of the Terms, including low quality Task deliverables, or due to any illegal or inappropriate use of the Platform or related services and content.
Violation of the Terms may get your account permanently disabled.
14. Links and third party content
14.1 Links to Third-Party Websites
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites and/or interfaces linked to the Website, you do so at your own risk and subject to the terms and conditions of use of such websites and/or interfaces. We reserve the right to withdraw linking permission without notice.
14.2 Third-Party Content Disclaimers
The Website may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by CIS, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of CIS. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
15. Miscellaneous
15.1 Entire Agreement
The Terms, our Privacy Policy: https://greenhouse.chiliz.com/policies/privacy-policy , our Cookie Policy: https://greenhouse.chiliz.com/policies/cookie-policy , and any other policies incorporated herein by reference, constitute the sole and entire agreement between you and CIS with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.
15.2 Waiver and Severability
No waiver by CIS of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of CIS to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
15.3 Status of the Parties
Users and Applicants shall be deemed independent and not as employees of CIS. In the capacity as independent contractor, the Users and Applicants shall bear exclusive responsibility for the payment of tax liabilities (including income tax), if any, as may arise pursuant to the provision of the Tasks related to each Offer.
The Users shall be responsible as well for obtaining a general liability insurance policy with coverage amounts that are sufficient to cover all risks associated with the performance of their services.
15.4 No Assignment
The User shall have no right to assign or transfer its rights and obligations under these Terms, either as a whole or in part, to any third party without the prior written and express consent of CIS. CIS may freely assign or transfer its rights and obligations under these Terms, either in whole or in part, to any third party of its choice without having to gather the consent of the User. In doing so, CIS confirms that the Terms will continue to be performed in accordance with the Terms. The User and CIS agree that any assignment or transfer in violation of this provision shall be null and void.
15.5 Force Majeure
Neither Party will be liable for any damages arising hereunder if the same is a result of a force majeure event being any event beyond the reasonable control of a Party, including war, riots, civil commotions, terrorism (including cyber terrorism), power failures, failures of the internet or any public telecommunications network, DDoS and similar attacks, viruses or other malicious software attacks or infections, industrial or labor disputes affecting any third party, changes in law, fire, explosions, as well as physical natural disasters such as floods and earthquakes.
15.6 Language
To the extent permitted under the applicable laws, only the English language version of these Terms is binding. In the event of a dispute or conflict, or in the case of discrepancies of interpretation between the English language version of these Terms and a version in any other language, the English language version of these Terms shall in any event prevail.
15.7 Survival Clause
Upon termination of any services on the Platform, the following provisions of these Terms will survive: provisions governing confidentiality, limitation of liability and indemnification, governing law and jurisdiction, termination, and any other provision of these Terms which by their nature are intended to survive termination.
15.8 Simultaneous termination of all agreements
The User hereby understands, acknowledges and accepts that in the event that that there exist grounds for termination of either: (i) these Terms; or (ii) Deployer Terms; or (iii) any other terms or contractual relationships which the User is bound by in relation to the Platform ((i), (ii) and (iii) shall be referred to as the “Greenhouse Terms of Use”); all other terms forming part of the Greenhouse Terms of Use shall be automatically terminated in a simultaneous manner.
15.9 Governing Law and Jurisdiction
The Parties shall use all reasonable endeavors to negotiate in good faith and settle any disputes concerning these Terms or concerning their rights, obligations or performance of the services to be executed.
All matters relating to the Website and the Greenhouse Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with laws of the Emirate of Dubai and the regulations of the Virtual Assets Regulatory Authority (VARA), along with the applicable rulebooks, without giving effect to any choice or conflict of law provision or rule (whether of the United Arab Emirates or any other jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to these Greenhouse Terms of Us or the Website shall be referred to and finally resolved by means of arbitration in Malta in accordance with the Arbitration Rules laid down in the Arbitration Act, Chapter 387 of the laws of Malta from the time being in force, although we retain the right to bring any suit, action, or proceeding against you for breach of these Greenhouse Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Contact
For any complaint or request regarding the Website or the use of the Website, please contact us via the contact form or send us an email at chilizchainsupport@chiliz.com
These Deployer Terms and Conditions, which may be amended from time to time, govern the deployment of (i) blockchain-based applications or (ii) web2 related projects according to the specifications provided in the relevant offer within the Chiliz Greenhouse portal/platform.
Please read these Deployer Terms carefully.
These Deployer Terms are supplemental to the General Terms of Use (“Terms”). In the event of a conflict between these Deployer Terms and the Terms, the Deployer Terms shall prevail solely with respect to matters specifically related to the deployment, development, and functionality of Applications under the Platform. All other provisions of the Terms shall remain fully applicable and binding.
1. Definitions and Interpretation
1.1 Definitions
All capitalized terms that are used in these Deployer Terms shall have the meanings set forth below unless context dictates otherwise, and any capitalised terms used herein but not defined in these Deployer Terms will automatically have the same meaning assigned to them in the General Terms of Use:
• “Applications” shall mean: (i) blockchain-based applications deployed by Applicants on the Chiliz Chain; and/or (ii) any other Web2 projects; developed in accordance with the Documentation and/or the Brief published in the Portal.
• "Contractual Penalty“ shall have the meaning as set forth in Section 6 below.
• "Deactivation Proposal“ shall have the meaning as set forth in Section 5.3 below.
• “Delisting Proposal“ shall have the meaning as defined in Section 5.2 below.
• “Deployer(s)” shall mean any Applicant, excluding those based in any of the Prohibited Jurisdictions, that is accepted to carry out a Task.
• “Deployer Terms” shall mean these Deployer Terms.
• “Documentation” shall mean the documentation which can be accessed via the following link: https://docs.chiliz.com (in case of the blockchain-based applications) and/or the specifications attached to the Offer within the Portal.
• “Fan Tokens” shall mean the branded blockchain-based tokens issued by Socios Technologies AG that enable holders to access a variety of functionalities and benefits tied to such Fan Tokens.
• “Functional Restrictions” shall mean the restrictions for Applications with regards to the Fan Token or Chiliz Chain ecosystem functionalities as defined in Section 2.2. below.
• “Party” shall mean the Company or the Deployer individually.
• “Parties” shall mean the Company and the Deployer collectively.
• “Validator” shall mean a validator of the Chiliz Chain that validates transactions, produces new blocks and participates in the governance of the Chiliz Chain in accordance with the Documentation.
2. Scope of Work
2.1 Nature of Work
Deployers may perform tasks related to developing and deploying Web2/Web3 applications, including but not limited to:
Development:
• Designing and implementing user interfaces (UI/UX).
• Developing, testing, and deploying smart contracts.
• Integrating with the Chiliz Chain ecosystem.
Community engagement:
• Engaging in activities related to promoting, discussing, and developing code as specified in the Platform.
Tasks may be initiated by the Company or by other Chiliz ecosystem partners. The Company, in collaboration with ecosystem partners, reserves the right to manage tasks and allocate rewards, based on completion and review criteria established by the Company. The specific requirements of each Task will be outlined in the relevant Brief on the Platform. All reward allocation methods and criteria are outlined on the Platform and may be modified at the Company’s discretion.
3. Deployment of Applications: Functionalities and Restrictions
3.1 Functional Interactions
The Deployer acknowledges and agrees that their Applications may only offer interactions or functionalities related to the Chiliz ecosystem, including but not limited to Fan Tokens or other associated utilities, with the prior express written consent of the Company or the relevant Intellectual Property Rights owner (as the case may be). Such consent may be granted at the sole discretion of the Company or relevant Intellectual Property Rights owner (as the case may be), and the Deployer remains solely responsible for obtaining such consent, although the Company may facilitate introductions with the respective Intellectual Property Rights owner.
The Company does not guarantee that any third party Intellectual Property Rights owner will provide the required consent for the integration and/or use of any requested functionalities or interactions related to the ecosystem. Deployers must ensure that their Applications comply with the parameters and limitations outlined in the provided consent.
3.2 Functional Restrictions for Applications
Before deploying any Applications, integrating Fan Token interactions or utilizing functionalities related to the Chiliz ecosystem, the Deployer must ensure compliance with the limitations outlined in the written consent provided by the Company or the relevant Intellectual Property Rights owner. Furthermore, all Applications must adhere to the following functional restrictions (“Functional Restrictions”):
Restrictions related to monetary use:
• Applications may not enable users to use Fan Tokens as consideration for acquiring goods or services or as a means of money or value transfer whatsoever. Deployers may, in particular, not accept any payments in the form of Fan Tokens and may not offer any functionalities that would allow users to transfer their Fan Tokens to third parties in order to purchase or access goods and services.
• Applications may not require users to make payments in the form of Fan Tokens in order to access features, functionalities or Fan Token functionalities that are provided thereon.
Restrictions related to strategic management voting
• Applications may not enable Fan Tokensusers to vote on any strategic management decisions that are reserved to corporate bodies or vested in directors and shareholders of any legal entity, including but not limited to the Deployer.
Restrictions on Virtual Asset Services
• Applications may not engage in providing the following Virtual Asset services: operation and management of Virtual Asset platforms; exchange between one or more forms of Virtual Assets; transfer of Virtual Assets; brokerage services in Virtual Asset trading; custody and management of Virtual Assets and enabling control over them; financial services related to an issuer’s offer and/or sale of Virtual Assets; or any similar regulated service.
Restrictions related to economic or financial benefits
• Applications may not provide users with any economic or financial benefits that are related to the capital markets depending on the amount of Fan Tokens they hold.
Restrictions related to profit sharing
• Applications may not grant Fan Tokens holders the right to receive profits that are generated by any legal entity, including but not limited to the Deployer, or otherwise participate in any revenue streams or capital flows of any such legal entity.
Restrictions related to decentralized fund distribution
• Applications may not enable users to use Fan Tokens or other crypto-assets as a tool for decentralized decision making processes that involve the distribution of funds to third parties.
Restrictions related to content
• Applications may not include, feature, engage and/or promote hate speech, child exploitation, illegal distribution of personal or confidential information, sexually explicit or any sexual or pornographic material, harassment, bullying, violence, abusive, insensitive, defamatory, discriminatory, mean-spirited, offensive, defamatory or harmful content, impersonation or deceptive behaviour, spam.
Restrictions related to security standards
• Applications must incorporate security features reflecting the requirements of good industry practice and be free from viruses, worms, trojan horses, ransomware, spyware, adware, and other malicious software programs.
Restrictions related to intellectual property
• Deployers are prohibited from using any Intellectual Property Rights, including but not limited to logos, trademarks, or other identifiers associated with any third parties, without the prior written consent of the respective third parties.
• Applications must not infringe, misappropriate, or violate any third-party intellectual property rights, including patents, copyrights, trademarks, trade secrets, moral rights, or rights of publicity and privacy.
Restrictions related to legal capacity and user access
• Deployers may not allow the use of their Applications by users that do not have the right and/or legal capacity to use the Applications and/or are under eighteen (18) years of age.
Restrictions related to legal ethics and compliance
• Applications may not pursue and/or facilitate the violation of any Applicable Laws/Regulations.
• Applications may not promote illegal activities and violations or carry out any regulated activities without having the necessary licence, authorization, or permission to carry out such activities.
Restrictions related to preservation of reputation
• Applications may not engage in conduct that is detrimental to or brings into disrepute, the Chiliz Chain, the Company, the Company’s Affiliates, or any other third party.
Additional restrictions
• The Company or relevant Intellectual Property Rights holders (where relevant) reserve the right to impose additional limitations on Applications at their sole discretion. These may extend beyond the Functional Restrictions outlined herein and relate to the specific organization, brand, or utility of ecosystem functionalities.
The Deployers are solely responsible for making sure that their Applications comply with the Functional Restrictions and are responsible for their own conduct and content whilst using the Chiliz Chain. In case of uncertainty, Deployer can contact the Company at any time prior to the deployment of the Application by sending an email to labs@chiliz.com.
4. Deployment process
4.1 Whitelisting Process and Deployment of Applications
Applications, whether Web2 or Web3 can only be deployed by Deployers who are whitelisted. Whitelisting is a prerequisite for deploying Applications either on the Chiliz Chain or in association with the Chiliz ecosystem through external platforms. An essential part of the whitelisting process is the acceptance of and compliance with these Deployer Terms. To ensure adherence to anti-fraud regulations, Deployers may be subject to the same personal identification and wallet address verification requirements outlined in the General Terms. Once whitelisted, Deployers may proceed to deploy Applications in accordance with the Documentation.
4.2 Information Requests and Notifications
In order to properly monitor the Applications that are deployed on the Chiliz Chain or integrated within the Chiliz ecosystem, whether Web2 or Web3, the Company has the right to request feedback from the Deployers at any time by sending reasonable information requests. Such information requests may for example concern legal information related to the Deployer, information concerning functionalities offered by the Application, information related to users and user behaviour, information regarding Partners’ consent to Fan Token Interactions, as well as marketing and advertisement materials used by the Deployer.
The Deployer must comply with such information requests and provide written feedback to the Company without undue delay. The Deployer undertakes to immediately notify the Company regarding any significant changes that occur following the acceptance of these Deployer Terms. Such significant changes include but are not limited to, change in control of the Deployer, change in ownership involving more than twenty-five percent (25%) of the Deployer’s share capital, the Deployer being declared bankrupt, the Deployer going into liquidation or if the Deployer becomes a subject to any legal proceedings.
The Deployer must comply with such requirements to notify the Company and provide the respective information in writing. To the extent that any information provided by the Deployer is not publicly available, it qualifies as Confidential Information.
5. Dispute Settlement and Enforcement for Chiliz Chain Ecosystem Applications
5.1 Dispute Settlement
If the Company believes that a Deployer acts in violation of these Deployer Terms and/or those specified in the offer and therefore, an Application does not comply with the Functional Restrictions defined hereinabove, the Company and the Deployer shall attempt to settle the dispute amicably. This dispute settlement mechanism applies exclusively to violations involving Applications that directly interact with or utilize functionalities within the Chiliz Chain ecosystem. For other Applications, CIS retains the discretion to address violations through alternative enforcement measures as deemed appropriate.
5.2 Delisting of Deployer
If the Company and the Deployer are not able to settle their dispute, the Company reserves the right, but it is not obligated, to create a proposal and submit it to the governance process of the Chiliz Chain following which Validators will vote on whether to remove the Deployer from the whitelist or otherwise (“Delisting Proposal”) in accordance with the Documentation. If the Delisting Proposal is passed by the Validators, the Deployer will no longer be able to deploy further Applications on the Chiliz Chain.
The Company initiates delisting proposals and submits them to the Validators for a vote. Validators have sole authority to approve or reject such proposals through the governance process. Pending arbitration, the decision made by Validators remains binding.
The Company’s delisting decision may be challenged by the Deployer through arbitration. However, until arbitration overturns the decision, the delisting action approved by Validators will remain effective.
5.3 Deactivation of Smart Contracts
If the Company and the Deployer are not able to settle their dispute amicably, the Company has the right, but is not obligated, to create a proposal and submit it to the governance process of the Chiliz Chain following which Validators will vote on whether to deactivate the smart contracts that are part of the Application or otherwise (“Deactivation Proposal”) in accordance with the Documentation If the Deactivation Proposal is passed by the Validators, the smart contract deployed by the Deployer will be disabled and rendered unusable.
The Company initiates deactivation proposals and submits them to the Validators for a vote. Validators have sole authority to approve or reject such proposals through the governance process. Pending arbitration, the decision made by Validators remains binding.
The Deployer may dispute the deactivation through arbitration. However, until arbitration overturns the decision, the deactivation action approved by Validators will remain effective.
6. Contractual Penalty
6.1 Applicability of Contractual Penalty
In addition to the enforcement measures outlined in Section 5, the Company reserves the right to impose a contractual penalty on Deployers for clear and material violations of these Deployer Terms, including but not limited to:
• Offering unauthorized interactions or functionalities involving Fan Tokens or other Chiliz ecosystem utilities
• Violating any of the Functional Restrictions outlined in these Deployer Terms.
6.2 Amount and Enforcement of Penalty
For each violation, the Deployer shall pay a contractual penalty of CHF 50,000 (fifty thousand Swiss francs) to the Company.
• The penalty is enforceable upon notice to the Deployer.
• The penalty is independent of and may be imposed in addition to other remedies available under these Deployer Terms or applicable law.
6.3 Additional Damages
In addition to the contractual penalty, the Company reserves the right to seek further damages resulting from the violation. The contractual penalty amount will be taken into account when calculating total damages.