Welcome to GazeTV!
These are the terms and conditions of the agreement (the “Agreement”) between GazeTV Foundation (“GazeTV”, “we,” “our” or “us”), a company incorporated under the laws of Cayman Islands with company number  and registered address at [238 North Church Street, George Town, Cayman Islands, PO Box 31489, KY1-1206], and you (“you”, “your” or “User”) (GazeTV and User collectively as, the “Parties”).
GazeTV offers the Users the right to use and to access our Website (as defined below) at www.GazeTV.com, and offers Registered Users (as defined below) the right to earn GAZE Tokens, transfer GAZE Tokens to other Registered Users of the Website and to exchange SNGJ into GAZE Tokens on the Website.
You agree that you are solely responsible for understanding and complying with any and all laws, rules and regulations of his/her specific jurisdiction that may be applicable to the User in connection with the (i) access and use of any of the GazeTV Services, and (ii) use of GAZE Tokens on the Platform.
Account: means an account on the Website that any User may register through the Website to enable the User to access GazeTV Services.
Action(s): means view, like, comment and share the User Content by a Registered User, where each Registered User earns 0.25 GAZE Tokens per each of the four actions performed against each User Content, and the Content Creator who uploaded such User Content shall earn the same proportional amount of GAZE Tokens as that of each of the Registered Users who have performed such action(s). The maximum GAZE Token that each Registered User can earn for performing all action(s) against each User Content shall be capped at 1 Gaze Token, and the maximum Gaze Token that a Content Creator may accumulate from the action(s) performed by the Registered Users would be unlimited depending on the number of Registered Users who performs the actions and the number of actions each of them perform.
Completion: means, in the context of a Transaction, (i) the time when the Registered User has paid the Cryptocurrency in accordance with the Offer; and (ii) when GazeTV has received the Transaction Fees for providing its services to the Transfer. The words “Completed” and “Complete” shall be construed in accordance with this definition
Content Creator(s): means Registered User(s) who uploads, synchronizes or distributes User Content on the Website.
Content Upload Reward Pool: is a pool of GAZE Tokens by which (i) when Registered Users pay for a specific Paid Content in full, 15% of such payment would be contributed to this Content Upload Reward Pool, and (ii) GAZE Tokens in this Content Upload Reward Pool will be redistributed to [the wallet address of the] Content Creator when such Content Creator successfully uploads a video to the Website at a rate of 1 second = 1 GAZE Token.
Cryptocurrency(ies): means virtual commodities, digital assets or blockchain tokens including Bitcoin, Ether and Tether.
Donation(s): means the amount of GAZE Tokens that the Registered Users donate to Content Creators, where [*]% of each donation would be contributed to the Content Reward Pool and Engagement Reward Pool equally.
Engagement Reward Pool: is a pool of GAZE Tokens by which (i) when Registered Users pay for Paid Content in full, 15% of such payment would be contributed to this Engagement Reward Pool, and (ii) GAZE Tokens in this Engagement Reward Pool will be given to [the wallet address of the] Registered User for each Action performed by such Registered User, and the Content Creator who created the User Content that the Action is performed against would also receive the same amount of GAZE Tokens from this Engagement Reward Pool simultaneously at a 1:1 distribution ratio based on the amount that such Registered User is entitled to receive for his/her Action(s).
GazeTV Services: means all and any services provided by GazeTV, including but not limited to the products, services, features and contents provided on the Website.
Gaze Token(s): means the unit of digital currency of the Platform, being a ERC-20 compatible token running on the Ethereum blockchain, used for Transactions and GazeTV Services.
Locked-Up: means the state by which the GAZE Tokens shall not be permitted to be withdrawn from the Escrow Address(es).
Offer: means a price quotation provided by the Platform when Registered User(s) place an order to request for Gaze Token purchase.
Paid Content: means User Content where Registered User(s) must pay in order to view or have access, and the Content Creator has sole discretion to set the price in the form of GAZE Tokens for such paid content at an amount as he/she sees fit.
Goods: means goods offered by GazeTV from time to time with each good having its own specific redemption requirements as determined by GazeTV at its sole and absolute discretion and to be published by GazeTV on the Website.
Wallet: means a device, physical medium, program or service which stores the public and/or private keys for Cryptocurrency transactions as designated by each Registered User.
Website: means the website as managed by GazeTV where Users can obtain GAZE Tokens.
Transaction: means the one-way exchange of Cryptocurrencies to GAZE Tokens by the Registered User to the Platform in accordance with the terms of an Offer.
Video: means pre-recorded audio-visual creations on the Website.
Registered Users: means any person(s), corporation(s) and/or legal entity(ies) who register an Account on the Website.
Warranties: has the meaning ascribed to it in paragraph 2.4 herein.
Users: means any person(s), corporation(s) and/or legal entity(ies) who access or use the Website.
User Content: means video in which the User may create, post, transmit, perform, or store content, messages, texts, sound, images or other data or materials on the Website.
2. Creating an Account
2.1. Discretion to modify registration requirement. Users may elect to create an Account with the Website prior to using and/or accessing the GazeTV Services, which requires the User to complete the registration procedure and to create certain registration details. GazeTV reserves the sole and absolute discretion to amend, vary, modify, alter, suspend and/or terminate the requirements to the account registration procedure without any notice to any Users from time-to-time.
2.2. Accuracy of information provided by User. All the information the User provides during the account creation process must be true, accurate and current. Should GazeTV have reasonable belief that the information provided by the User is not true, accurate and current, GazeTV reserves the sole and absolute right to refuse such User’s access to the Website and the Platform or any of its resources, the GazeTV Services, and/or to terminate or suspend the User’s Account.
2.4. User’s representations and warranties. You represent and warrant (collectively referred to as, the “Warranties”) to GazeTV when you registers for an Account that:
(ii) you have provided GazeTV with accurate, true and complete information about the User (including but not limited to his/her name and/or email address);
(iv) your usage of the Website is and will be in full compliance with all relevant laws, regulations, regulatory documents and various rules as required by GazeTV, applicable to the User’s use of the Website and that such use is not prohibited by any applicable laws or regulations, and is not for any illegal or immoral purpose;
(v) the registration and the use of the GazeTV Services of the User will be consistent with the foregoing representations, covenants and restrictions, and that the User is not infringing or violating the rights of any other third party;
(vi) any Cryptocurrencies or GAZE Tokens used by Registered Users in connection with any Transaction are either owned by the Registered User, or that the person purporting to act for the Registered User are validly authorized to carry out any Transactions using such Cryptocurrencies or GAZE Tokens, and that all transactions initiated with the User’s Account are for the benefit of the User and not on behalf of any other undisclosed person or entity;
(vii) you have legal possession of any Cryptocurrencies the Registered User exchanges into GAZE Tokens on the Platform, and that such Cryptocurrencies are obtained through legitimate methods and are not proceeds of crime. The Registered User further warrants and certifies that you are not using the GazeTV Services and/or the one-way exchange service on the Platform for the purpose of laundering money;
(viii) you are not on any trade or economic sanctions lists, such as the UN Security Council Sanctions List. GazeTV maintains the right to select its markets and jurisdictions to operate and may restrict or deny the GazeTV Services in certain countries at its discretion;
(ix) you agree to abide with any relevant laws or regulations in his/her jurisdiction, including but not limited to reporting any trading activities or profits for taxation purposes;
(x) any action in connection with the use of GazeTV Services will not violate any public interests, public ethics or other legitimate interests, and will not constitute evasion of payable taxes or fees; and
(xi) you are fully aware of the risks associated with trading of Cryptocurrencies or GAZE Tokens and have obtained adequate legal and financial advice prior to making any decisions to invest, hold, purchase and/or transact in Cryptocurrencies and GAZE Tokens.
2.5. Account maintenance. The Registered User is solely and wholly responsible for maintaining adequate security and control of any and all operation systems, devices, IDs, passwords, or any other codes that he/she uses to access the Website, as well as all passwords the Registered User uses to access his/her email address associated with the Account, including but not limited to the use of appropriate virus-checking and other security software. GazeTV hereby suggests to all Registered Users to keep the Account password secure and to always logoff from the Website when leaving the accessing device unattended. The Registered User hereby acknowledges that he/she is solely responsible for any damages arising from or in relation to any authorized or unauthorized use of the Account.
2.6. Membership removal. GazeTV reserves the right to remove a Registered User from his/her membership. Removal of Registered User from memberships will prohibit him/her from exchanging for new GAZE Tokens on the Platform, and prohibit the Registered User from receiving more GAZE Tokens by doing any of the Actions, but will not result in an automatic removal of the him/her from using or accessing the Website as a non-registered User, unless there is an independent basis for his/her removal from the Website.
3. Account types and authorized users
3.1. Individual account. An individual Account is owned by only one natural person who is and will continue to be the only person authorized to take any action in the Account. By opening an individual Account, you represent and warrant that you are and shall at all times continue to be the sole beneficial owner of the account and user of all the GazeTV Services facilitated or generated therefrom.
3.2. Corporate account. A corporate Account is owned by a corporation, unincorporated association, a company, a partnership, fiduciary, sole proprietorship or other legally recognized groups (interchangeably defined as an “Entity”) holding an Account in any capacity other than an individual capacity. An Entity can apply to open an Account through any natural person(s) who is duly authorized by the Entity to do so (an “Authorized User”). Such Authorized User represents and agrees, on behalf of the Entity, as well as on his or her own behalf, that he or she:
(a) is fully authorized to execute all documents or otherwise complete our requirements in his or her stated capacity; has provided us all documents or other information necessary to demonstrate that authority; and
(b) will provide other documents and complete other requirements as we may request from time to time.
We may refuse to recognize any such authorization if, in our sole judgment, it appears to be incomplete or improperly executed. By opening a corporate Account, the Authorized User represents and warrants on behalf of the Entity that the Entity is and shall at all times continue to be the sole beneficial owner of the Account and users of all the GazeTV Services facilitated or generated therefrom. For both individual and corporate Accounts, we may follow any instructions regarding your Account provided that we in our sole discretion believe such instructions are authorized by the Account holder.
4.1. Customer due diligence documents. The identity verification information we request for registering an Account may include, but is not limited to, your: name, email address, contact information, telephone number, username, government issued id, date of birth and other information collected at the time of Account registration. In certain circumstances, we may require you to submit additional information about yourself, your business, or your transactions, provide records, and complete other verification steps (the “Enhanced CDD”). In providing this required information, you confirm that it is accurate and authentic. Post-registration, you must guarantee that the information is truthful, complete and updated in a timely manner with any changes. If there is any reasonable doubt that any information provided by you is wrong, untruthful, outdated or incomplete, GazeTV shall have the right to send you a notice to demand corrections, remove relevant information directly and, as the case may be, terminate all or part of the GazeTV Services to you. You shall be solely and fully responsible for any loss or expenses incurred during the use of the GazeTV Services if you cannot be reached through the contact information provided. You hereby acknowledge and agree that you have the obligation to keep all information provided up to date if there are any changes.
4.2. Limited Account until CDD is completed. The Account may be limited to certain functions of the Website and/or the GazeTV Services until the Account has completed GazeTV’s verification process.
4.3. Amend verification procedures. If obliged to do so by the law or in accordance with internal policy, GazeTV may at any time introduce or amend its verification procedures, require the Registered User to complete verification and may also require the Registered User to submit additional verification information and/or documents (“Additional Documents”). Failing to complete verification may be considered as a violation of this Terms of Services and may result in the Account being suspended and/or terminated.
4.4. By submitting any Additional Documents to GazeTV, the Registered User repeats the Warranties under paragraph 2.4 to us.
5. Account deletion
5.1. Deletion of Account. A Register User may permanently delete his/her Account at any time at his/her discretion. GazeTV can terminate or suspend the Account of any Register User at any time at its discretion. GazeTV can also cancel any membership subscriptions and remove any User Content, descriptions, posts or benefits at its discretion.
5.2. No claim due to suspension/termination of Account. A Registered User shall not bring a claim against GazeTV for suspending or terminating another person’s Account. In case a Registered User attempt to bring such a claim, he/she shall be responsible for any costs or damages involved, including legal fees and costs.
5.3. The terms set out under paragraph 5.2 remain in effect even if the Account has been deleted.
6. Account Usage and Security
6.1. Account can only be used by the registrant. Accounts can only be used by the Registered User whose name they are registered under. The GazeTV reserves the right to suspend, freeze or cancel Accounts that are used by persons other than the persons whose names they are registered under. You shall immediately notify GazeTV if you suspect or become aware of unauthorized use of your username and password. GazeTV will not be liable for any loss or damage arising from any use of your Account by you or by any third party (whether or not authorized by you).
6.2. User responsible for Account activities. We strive to maintain the safety of user funds entrusted to us and have implemented industry-standard protections for the GazeTV Services. However, there are risks that may arise from individual user actions. You agree to consider your access credentials such as user name and password as confidential information and not to disclose such information to any third party. You also agree that you alone are responsible for all activities under your account. GazeTV will not be responsible for any loss or consequences of authorized or unauthorized user of your Account credentials.
6.3. User responsible for Account safety. By creating an Account, you hereby agree that:
(a) you will notify GazeTV immediately if you are aware of any unauthorized use of your Account and password by any person or any other violations of the security rules;
(b) you will strictly observe the security, authentication, dealing, charging, withdrawal mechanism or procedures of the Website or GazeTV Service; and
(c) you will log out from the Website by taking proper steps at the end of every Website visit.
7. Limitation of Access, Suspension and Termination
7.1. User responsible for Account safety. GazeTV may terminate, suspend or limit access to Accounts and any of the GazeTV Services, and freeze or lock the funds in all such Accounts at its sole and absolute discretion, with or without notices to the Registered User. You agree that GazeTV shall not be liable to you for any permanent or temporary modification, suspension or termination of your Account or access to all or any portion of the GazeTV Services. GazeTV shall have the right to keep and use the transaction data or other information related to such Accounts. The above Account controls may also be applied in the following cases:
(i) The User’s Account is subject to a governmental proceeding, criminal investigation or other pending litigation;
(ii) GazeTV detects unusual activity or unauthorized access in the User’s Account;
(iv) GazeTV in its sole and absolute judgment believes that the Registered User’s use of GazeTV Services violates any applicable laws and regulations;
(v) GazeTV in its sole and absolute judgment believes that during the registration or verification or at any other point in time the Registered User has provided GazeTV with false, inaccurate, incomplete, misleading or fraudulent information;
(vii) The Registered User has not complied with any requirements as set out by GazeTV within the required timeframe;
(viii) The Registered User has conducted or attempted to conduct (either successfully or unsuccessfully) any acts of unauthorized access to any part or component of the GazeTV Services, bypass, penetrate, hack or break any security mechanism of any of the GazeTV Services or use any of the GazeTV Services in any other manner that poses a security risk to GazeTV or to any other User.
(ix) The Registered User has conducted or attempted to conduct (either successfully or unsuccessfully) any acts to interrupt GazeTV Services and/or damage GazeTV owned software and/or hardware;
(x) GazeTV is required to do so by any applicable law or/and order issued by any legal authority;
(xi) GazeTV in its sole and absolute judgment believes that the Registered User has conducted or is involved in any fraudulent or illegal activities or have conducted (or attempted to conduct) any suspicious transaction and transfer, whether involving the use of any of the GazeTV Services or not; or
(xii) GazeTV in its sole and absolute judgment believes that the Registered User has conducted any or all Unacceptable Uses (as defined under Clause 19.1).
7.2. Account termination. In case of any of the following events, GazeTV shall have the right to directly terminate the Account, and shall have the right to permanently freeze/cancel the authorizations of your Account on GazeTV and withdraw the corresponding GazeTV Account thereof:
(i) after GazeTV terminates services to you;
(ii) you allegedly register or register in any other person’s name as GazeTV User again, directly or indirectly;
(iii) the information that you have provided is untruthful, inaccurate, outdated or incomplete;
(v) you request that the GazeTV Services be terminated; and
(vi) any other circumstances where GazeTV deems it should terminate the GazeTV Services.
7.3. Data retention. Should your Account be terminated, the Account and transactional information required for meeting data retention standards will be securely stored for at least 5 years.
7.4. Administrative hold. If GazeTV receives notice that any funds held in your Account are alleged to have been stolen or otherwise are not lawfully possessed by you, GazeTV may, but has no obligation to, place an administrative hold on the affected funds and your Account. If GazeTV places an administrative hold on some or all of the affected funds and your Account, GazeTV may continue such hold until such time as the dispute has been resolved and evidence fo the resolution acceptable to GazeTV has been provided to GazeTV in a form acceptable to GazeTV. GazeTV shall not be involved in any such dispute or the resolution of the dispute. You agree that GazeTV will have no liability or responsibility for any such hold, or for your liability to withdraw funds or execute trades during the period of any such hold.
7.5. Remaining funds on termination. Once the Account is closed/withdrawn, Registered User shall have 5 business days to withdraw all funds from the Account provided that there is no AML/CFT or other regulatory or compliance issue. GazeTV maintains full custody of the funds and User data/information which may be turned over to governmental authorities in the event that the Account suspension/closure arises from fraud investigations, violation of law investigations of violation of these terms.
8. AML and CTF Compliance
9. Token Distribution
9.1. Content creator reward. GazeTV shall reward Content Creators with GAZE Tokens from the Content Upload Reward Pool.
9.2. Registered users reward. GazeTV shall reward Registered Users with GAZE Tokens from the Engagement Reward Pool.
9.3. Redistribution mechanism. Each of the payments made by a Registered User for Paid Content in the form of GAZE Tokens shall be redistributed, where 70% of such payment shall be redistributed to the respective Content Creator who created such Paid Content, 15% shall be redistributed to the Content Upload Reward Pool, and the remaining 15% shall be redistributed to the Engagement Reward Pool (the “Redistribution”).
9.4. Right to adjust percentage of redistribution. GazeTV shall be entitled to adjust the percentage of Redistribution at its sole and absolute discretion, and it is the responsibility of the Users to refer to the Website and monitor the updates of Redistribution.
10.1. Pre-requisite of having sufficient funds in the Registered User’s Wallet. In order to complete a Cryptocurrency transaction or settlement, you will need sufficient funds in your Wallet in the form of GAZE Tokens. You are solely responsible for your use of any external Wallet, provider, or service used to transfer funds to your Wallet. The timing associated with any deposit will vary and may depend in part upon the performance of third parties unrelated to GazeTV. We shall not be responsible for damages resulting from failed or delayed funding. You are solely responsible for any losses resulting in whole or in part from any external Wallet, provider, or service.
10.2. Order placing flow. In connection with you access and use of GazeTV’s Services, you agree to comply with all guidelines, notices, advisories, restrictions, legends or disclaimers displayed on or linked to the GazeTV Services or that GazeTV may otherwise communicate to it. Upon placing an instruction to effect a trade using the GazeTV Services (an “Order”), your Account will be updated to reflect the open Order and your Order. All Orders are accepted and executed in GazeTV’s discretion. GazeTV will limit your ability to place Orders consistent with your [deposit and] credit limit. If all or a portion of your Order is executed, the GazeTV Services will execute an exchange (a “Trade”). Upon execution of a Trade, your Account will be updated to reflect that the Order has either been filled, or updated to reflect any partial fulfilment of the Order.
10.3. Limit Order or market Order. You may place an Order either as a limit Order or a market Order. You may request to cancel an executed limit Order at any time before it is executed, which may or may not be honored by GazeTV. We may cancel an Order on the request of you for reasons including in ability to cancel such Order due to technological difficulties. Limit Orders may be placed with one or more of the following instructions:
(a) Good Until Cancelled: If posted, unfilled Orders remain live for an indefinite period;
(b) Fill and Kill (IOC): This Order attribute instructs GazeTV to cancel any remaining size after the Order gets filled against the available liquidity. A minimum quantity instruction can be added to a Fill and Kill order if you wish to only allow an execution if a minimum size is met;
(c) Fill or Kill: specifies that the Order should be filled immediately and entirely. If the full Order cannot be filled, it should be cancelled.
(d) Good Until Date: Allows you to select an expiration date for the Order which can be any date.
A market Order is a buy order to be executed immediately at the current market price. Market Orders do not carry a limit price and will trade with anything on the order book. Market Orders default to Fill and Kill but they can also be sent as Fill or Kill. If a market order can only be partially filled given the existing depth of the market, then the remaining quantity will be automatically cancelled. During periods of high volume, fast market conditions, illiquidity, or volatility in the marketplace, the actual price that a market Order is executed at may be different from the best price indicated at the time of your Order, in some cases significantly so.
10.4. Cancellation or modification of transactions. By using the GazeTV Services, you acknowledge that any Order placed by you and accepted by GazeTV is a firm Order and represents a binding obligation to buy the specified quantity of GAZE Tokens. You acknowledge that all transactions are final and are irreversible except in GazeTV’s sole discretion. GazeTV may reverse or modify a transaction in the following circumstances:
(a) If GazeTV is compelled to do so by any applicable laws or regulations;
(b) If Orders are deemed, in GazeTV’s sole and absolute discretion, to be abusive or fraudulent in nature;
(c) If Orders are deemed, in GazeTV’s sole and absolute discretion, to involve obvious errors with respect to price, quantity, or other parameters.
It transactions do not occur as reasonably expected, GazeTV may make reasonable efforts to restore your position to what they would have been had the technical error not occurred. GazeTV may consider a transaction to be clearly erroneous or inconsistent with current market conditions and take certain action to remedy the situation, including but not limited to cancelling the transaction in its entirety.
10.5. No Credit. GazeTV shall not extend any credit to you to trade on an unfunded basis.
10.6. Settlement. A transfer of Cryptocurrency may not be deemed settled and completed until:
(a) the transaction has been recorded in a block and a certain number of subsequent blocks have been added to the applicable blockchain; or
(b) the transaction has met a different protocol confirmation standard for a specific Cryptocurrency agreed to by GazeTV and you in writing or via electronic communication.
10.7. No insurance. The GAZE Tokens held in your Account are not eligible for any public or private insurance protection.
11. Redemption of Goods
11.1. Right to Goods. Subject to Paragraph 11.2, Gaze Token holders shall have the right to redeem Goods (the “Redemption”) as offered by GazeTV on the Website at https://GazeTV.com/#reward (the “Redemption Page”) from time to time provided that such GAZE Token holders have met the minimum redemption requirement for each of the Goods offered by GazeTV, the requirement of which shall be determined by GazeTV at its sole and absolute discretion and will be published at the Redemption Page.
11.2. Out of stock. In the event that the Swag that a GAZE Token holder has purchased on the Redemption Page is not in stock, any GAZE Token paid to GazeTV shall, to the extent permitted by law, be repaid to the respective GAZE Token holder within 7 days from the date on which such GAZE Token were paid by the GAZE Token holder.
11.3. Right to stop redemption. GazeTV shall bear no liability for initiating and subsequently terminating any the Redemption offered by GazeTV on the Redemption Page.
12. Restricted Activities
12.1. User can’t do’s. In connection with your use of the GazeTV Services, you shall not:
(a) violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member through your use of the Services;
(b) provide false, inaccurate, incomplete or misleading information;
(c) infringe upon the copyright, patent, trademark or intellectual property rights of GazeTV or any third party;
(d) engage in any illegal activity, including without limitation, illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities or any prohibited market practices;
(e) distribute unsolicited or unauthorized advertising or promotional material, written media releases, public announcements and public disclosures, junk mail, spam or chain letters;
(f) use a web crawler or similar technique to access our Services or to extract data;
(g) reverse engineer or disassemble any aspect of the Website, the API, or the GazeTV Services in an effort to access any source code, underlying ideas and concepts and algorithms;
(h) perform any unauthorized vulnerability, penetration or similar testing on the API;
(i) take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept or expropriate any system, data or information;
(j) transmit or upload any material to the Website that contains viruses, Trojan horses, worms or any other harmful or deleterious programs;
(k) otherwise attempt to gain unauthorized access to or use of the Website, the API, other Accounts, computer systems, or networks connected to the Website, through password mining or any other means;
(m) engage in any other activity which, in our reasonable opinion, amounts to or may amount to market abuse including without limitation the carrying out of fictitious transactions or wash trades, front running or engaging in disorderly market conduct; or
13. General Risk Disclosure Notice
13.1. Risk of having to provide further funds. Investing in Cryptocurrencies carries a high degree of risk. With leverage, a relatively small movement in the market can lead to a proportionately much larger movement in the value of your Wallet and this can work against you, as well as for you. You may need to provide further funds with little or no notice. It is possible to lose more Cryptocurrencies than you have exchanged into the account in terms of its market value.
13.2. Volatility. Even though the characteristics of your instruments will vary from those of the underlying instrument or market, it is important that you understand the risks associated with trading in the relevant underlying market because fluctuations in the price of the underlying market will affect your instruments and your trades. Currency exchange fluctuations will impact the market value of Cryptocurrencies. Movements in price of underlying markets can be volatile. This will have a direct impact on the market value of Cryptocurrencies. It should be noted that volatility can be unexpected and unpredictable.
13.3. Past performance. Past performance is not an indication of future performance. The value of investments can go down as well as up.
13.4. Gapping. Gapping is a sudden shift in the price of an underlying market from one level to another. Various factors can lead to gapping (for example, economic events or market announcements). When these factors occur, the price of the underlying market may move drastically, with no opportunity to sell your instruments before the market shifts. No order will be able to protect you against the risk of gapping.
13.5. Market liquidity. In setting GAZE Tokens’ prices, spreads and the sizes in which we deal, GazeTV will make reference to the real-time GAZE/USDT rate. Market conditions can change significantly in a very short period of time, so that if you wish to sell an instrument or close a position, you may not be able to do so under the same terms as when you purchased or opened it. Under certain trading conditions, it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in a very short period of time.
13.6. Insolvency. The insolvency or default of any exchanges or brokers involved with your transaction, may lead to positions being liquidated or closed out without your consent. In certain circumstances, you may not get back the actual assets that you have accumulated. On request, GazeTV will provide you with an explanation of the extent to which GazeTV will accept liability for any insolvency of, or default by, other firms involved with your transactions.
14. Service Availability
14.1. Service availability. GazeTV will use its reasonable endeavours to keep the Website operational at all times. However, GazeTV does not guarantee uninterrupted access to the GazeTV Services, that any Order will be posted, that any Order cancellation will take place or that any Order will be filled. GazeTV may suspend access without prior notice during scheduled or unscheduled system repairs or upgrades and to modify the GazeTV Services at any time without prior notice. GazeTV’s Service undergoes regular maintenance. During such times, some or all of the functionality may be unavailable.
14.2. Disruption. GazeTV shall not be held liable for any disruption or loss any Users may suffer as a result of any disruption to the GazeTV Services. Upon resumption of operations, GazeTV will work to ensure the GazeTV Services undergo an orderly auction restart process. GazeTV may temporarily halt operations in the event that the unanticipated maintenance is required. This may include, but is not limited to, unexpected computer or virtual currency network functionality or speed, partner or vendor outages, or cybersecurity incidents. Notice of such a disruption may be communicated to you via electronic communication.
15. Intellectual Property
15.2. Restriction on the licence. The above licence does not permit the User to rent, lease, lend, sell, redistribute or sublicense the Website or any part thereof, or any other part of our intellectual property. The User shall not, not attempt to, copy, decompile, reverse, engineer, disassemble, derive the source code of, modify, or create derivative works of the Website and/or GazeTV’s intellectual property, or in any other way manipulate the Website. GazeTV will take all appropriate action to protect its intellectual property.
15.3. Restriction from removal. The User shall not remove any copyright, trademark or other proprietary notices that have been placed on the Website.
15.4. Apply limits on the Website. GazeTV reserves the right to apply limits on the use of the Website, including but not limited to limiting available features or the number of supported Users. GazeTV further reserve the right to publish such limitations, have them differ from User to User, or change such limitation on a User-by-User basis at its sole discretion.
15.5. Protection. The GazeTV Services are owned and operated by GazeTV. GazeTV’s trademarks, logos, visual interfaces, graphics, design, compilation, information, codebase, services, pictures, texts, data, sound files and other files (collectively as, the “Materials”) are protected by the relevant copyright, patent, intellectual property, trademark and trade secret laws. We grant Content Creators a limited and non-sublicensable license to use our logo and other copyrights or trademarks to promote his/her GazeTV channel on the Website. Users may not otherwise use, reproduce, distribute, perform, publicly display or prepare derivative works of our creations unless we give you permission in writing.
16. Financial or Legal Advice
16.1. GazeTV does not purport or attempt to provide any financial, investment or legal advice in connection with any of its GazeTV Services. GazeTV may provide information on the price, range, volatility of GAZE Tokens and events that may have affected the price of GAZE Tokens, but none of the information mentioned in this clause shall be construed as any investment or financial advice. Any decision to transact in GAZE Tokens is at the sole discretion of the Registered User, and Gaze shall not be liable for any loss suffered by any User.
17. Third Party Content
17.1. GazeTV may display third party content, advertisements, links, promotions, logos and other materials on its Website (collectively, the “Third-Party Content”) for the convenience of the User and solely for that purpose only. GazeTV does not approve of, control, endorse or sponsor any third parties or Third-Party Content, and makes no representation or warranties of any kind regarding such Third-Party Content, including, without limitation, its accuracy, validity, legality, copyright compliance, suitability or decency of such content. Use of or interactions with any Third-Party Content, and any third party that provides Third-Party Content, are solely between the User and such third parties, and GazeTV shall not be responsible or liable in any manner for such use or interactions. GazeTV is not responsible for any of the content on third party sites linked to the Website, nor can it be assumed that GazeTV has reviewed or approved of such sites or their content. GazeTV does not warrant that the links to these sites work or are up to date. Accordingly, the User shall be prudent when accessing these Third-Party Content.
17.2. A Registered User may grant GazeTV access to his/her third-party accounts, such as YouTube, Facebook and WordPress, in order for some GazeTV features to operate. Each time a Registered User connects his/her third-party account, that third-party account will present a page that describes the information that GazeTV can access. At any time, a Registered User may revoke GazeTV’s access to those accounts using the respective third party’s security settings page.
18. User Content
18.2. Save for any leak of User Content which is the fault of GazeTV, the User is entirely responsible for maintaining the confidentiality of the submitted User Content and any of the User’s non-public information. Furthermore, the User is entirely responsible for any and all activities that occurs in the User’s Account. The User agrees to notify GazeTV immediately for any unauthorized use of User Content, Account or any other breach of security. GazeTV shall not be liable for any loss or damages that the User may incur as a result of someone else using his or her User Content or Account, either with or without the User’s knowledge. However, the User could be held liable for losses incurred by GazeTV or another party due to someone else using his/her User Content or Account. The User may not use anyone else’s User Content or Account at any time without the permission of such person or entity.
18.3. By posting User Content on the Website you grant us a royalty-free, perpetual, irrevocable, non-exclusive, sublicensable, worldwide license to use, reproduce, distribute, perform, publicly display or prepare derivative works of your User Content. However, GazeTV may not use User Content posted by content creators in any way not authorized by the Content Creator.
19. Acceptable Use Policy
19.1. The User must only use the User Content or GazeTV Services provided through this Website for their stated purpose and must not use this Website to:
(i) publish, post, send, upload, submit, display or disseminate any information or material and/or otherwise make available or engage in any conduct that is unlawful, discriminatory, harassing, libellous, defamatory, abusive, threatening, harmful, offensive, obscene, tortious or otherwise objectionable;
(ii) display, upload or transmit material that encourages conduct that may constitute a criminal offence, result in civil liability or otherwise violate or breach any applicable laws, regulations or code of practice;
(iii) interfere or violate the legal rights (such as rights or privacy and publicity) of others or violate other use or enjoyment of this Website;
(iv) violate any applicable laws or regulations;
(v) use this Website or links on this Website in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from using the Website or links on the Website or that could damage, disable, overburden or impair the function of this Website or its servers or any networks connected to any of GazeTV’s servers in any manner;
(vi) create a false identity for the purpose of misleading others or fraudulently or otherwise misrepresent to be another person or a representative of another entity including but not limited to an authorized user of the Website or a representative of GazeTV, or fraudulently or otherwise misrepresent to have an affiliation with a person, entity or group;
(vii) mislead or deceive GazeTV and/or its representatives and any third parties who may rely on the information provided by the User, by providing inaccurate or false information, which includes omissions;
(viii) disguise the origin or any material transmitted through the services provided by the Website (whether by forging message/packet headers or otherwise manipulating normal identification information);
(ix) violate, infringe or misappropriate any intellectual or industrial property right of any person (such as copyrights, trademarks, patents, trade secrets, or other proprietary rights of any party) or commit a tort;
(x) upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property;
(xi) send, upload, display or disseminate or otherwise make available material containing or associated with spam, junk mail, advertising for pyramid schemes, chain letters, virus warnings (without first confirming the authenticity of the warning), or any other form of unauthorized advertising or promotional material;
(xii) access any content, area of functionality of this Website that the User is prohibited or restricted from accessing or attempt to bypass or circumvent measures deployed to prevent or limit your access to any content, area or functionality of this Website;
(xiii) obtain unauthorized access to or interfere with the performance of the servers which host this Website or provide the services on this Website or any servers on any associated networks or otherwise fail to comply with any policies or procedures relating to the use of those servers;
(xiv) attempt to gain unauthorized access to any services or products, other accounts, computer systems, or networks connected to any of our servers through hacking, password mining or any other means;
(xv) obtain or attempt to obtain any materials or information through any means not intentionally made available through this Website of the GazeTV Services;
(xvi) harvest or otherwise collect, whether aggregated or otherwise, data about others including email addresses and/or distribute or sell such data in any manner;
(xvii) use any part of this Website other than for its intended purpose; or
(collectively as, the “Unacceptable Use”).
19.2. GazeTV reserves all available legal rights and remedies to prevent any Unacceptable Use of the GazeTV Services.
20.1. If the User decides to submit questions, comments, suggestions, ideas, original or creative materials or other information to GazeTV (collectively, the “Feedbacks”), the User may do so on his/her own accord, and shall not be based on any request or solicitation from GazeTV. Feedbacks do not constitute User Content. GazeTV reserves the right to use any Feedbacks for any purpose, and GazeTV shall not be liable to pay the User any remuneration or compensation. Furthermore, by submitting the Feedbacks, the User agrees to surrender and waive any moral rights or intellectual property rights attached to the Feedbacks. The User further agrees that the Feedbacks may be edited, copied, used, translated and shared in any shape or form as GazeTV deems appropriate.
21. Limitation of liability
21.1. To the extent permitted by law, in no event shall GazeTV, its officers, directors, employees, agents, advisors, and all third party service providers be liable to the User or any other person or entity for any direct, indirect, incidental, special, punitive or consequential damages whatsoever, including any that may result from:
(i) accuracy, completeness or content of the Website;
(ii) accuracy, completeness or content of any sites linked (through hyperlinks, banner advertising or otherwise) to the Website;
(iii) the GazeTV Services found at the Website or any linked sites (through hyperlinks, banner advertising or otherwise) to the Website;
(iv) personal injury or property damage of any nature whatsoever;
(v) third-party conduct of any nature whatsoever;
(vi) any unauthorized access to or use of our servers and/or any and all content, personal information, financial information or other information and data stored therein;
(vii) any interruption or cessation of GazeTV Services to or from the Website or any sites linked (through hyperlinks, banner advertising or otherwise) to the Website;
(viii) any viruses, worms, bugs, trojan horses or the like, which may be transmitted to or from the Website or any sites linked (through hyperlinks, banner advertising or otherwise) to the Website;
(ix) any user content or content that is defamatory, harassing, abusive, harmful to minors or any protected class, pornographic, obscene or otherwise objectionable; and/or any loss or damage of any kind incurred as a result of the User’s use of the Website or the GazeTV Service found at the Website, whether based on warranty, contract, tort or any other legal or equitable theory and whether or not GazeTV is advised of the possibility of such damages.
21.2. During the course of the User using the GazeTV Services, at no time shall GazeTV purport to act or act as a custodian for any funds deposited by the User. Furthermore, GazeTV does not owe any fiduciary duty to the User before, during or after the provision of GazeTV Services.
21.3. You acknowledge and agree that, to the fullest extent of the law the disclaimer of liability contained herein apply to any and all damages or injury whatsoever caused by or related to GazeTV under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort, including negligence, and that GazeTV shall not be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including loss of profits, loss of revenues, loss of goodwill, or loss of data, in any way whatsoever arising out of the use of, or inability to use, or purchase of, or inability to purchase GAZE Tokens, or arising out of any interaction with smart contract implemented in relation to GAZE Tokens. You acknowledge that GazeTV is not liable for the conduct of third parties, including other purchasers of GAZE Tokens, and that the risk of purchasing and using GAZE Tokens rests entirely with you. To the maximum extent permissible under the law, under no circumstances shall GazeTV be liable to you for more than the amount you have paid to the Company for the purchase of GAZE Tokens. The liability limitations and exclusions in this section will apply to the fullest extent permitted by law. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.
21.4. We are not liable to you for claims, costs, losses or damages caused by an event that is beyond our reasonable control (e.g. the acts or omissions of third parties, natural disasters, emergency conditions, government actions, equipment or communications malfunction). We are not liable for special incidental, exemplary, punitive or consequential losses or damages of any kind.
22.1. You shall, upon our demand, defend, indemnity, and hold harmless GazeTV, and each of its respective employees, officers, directors, and representatives upon demand from and against any claims, damages, losses, liabilities, costs, expenses (including but not limited to debt collection expenses and legal fees (including reasonable lawyers’ fees and other costs) arising out of or relating to any third-party claim. If GazeTV is obligated to respond to a third-party subpoena or other compulsory legal order or process described above, the User shall also reimburse GazeTV for legal costs, as well as its employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at our then-current hourly rates.
22.2. You shall hereby indemnify GazeTV upon demand for any damages and additional expense (including but not limited to legal costs and debt collection expenses) it may suffer or incur, directly or indirectly, as a result of unlawful, reckless or negligent actions conducted by the User.
23.1. You grant your explicit consent to GazeTV’s use of your contact information for the purpose of the provision of any information and sending of any messages and notifications in regard to our contractual relations, including for marketing purposes.
23.3. Notice is deemed to have been received at the time of the sending of an acknowledgement of receipt by the receiving Party.
23.4. The Parties' contact details for notices under this Clause are as follows:
(a) in the case of notices sent by the User to GazeTV, the designated email address is [email address of GazeTV]; and
(b) in the case of notices sent by GazeTV to the User, [(designated email address or contact details)].
23.5. The contact details set out in Clause 23.4 may be updated from time to time by a Party giving written notice of the update to the other Party.
23.6. A Party receiving from the other Party a notice by email must acknowledge receipt by email promptly, and in any event within three (3) Business Days following receipt of the notice.
24. Modifications and Amendments
24.2. We urge all Users to monitor the Website closely and regularly for any such amendments.
25. Force Majeure
26. No Implied Waiver
27. Cyberattacks and Modifications on the Blockchain Network
27.1. Cyberattacks. In the event of irreversible attacks and modifications on the blockchain networks (“Modification”) which GazeTV is unable to prevent or mitigate, GazeTV reserves the right to take commercially reasonable actions in such event, which include but are not limited to halting any Transactions as they deem appropriate. GazeTV does not have any obligation to engage in any activity in connection or in response to any Modifications on blockchain networks.
27.2. Network control. GazeTV does not own or control any of the underlying software through which blockchain networks are formed and Cryptocurrencies are created and transacted. In general, the underlying software for blockchain networks tends to be open source such that anyone can use, copy, modify, and distribute it. By using any of the GazeTV Services, you understand and acknowledge that GazeTV is not responsible for the operation of the underlying software and networks that support Cryptocurrencies and that GazeTV makes no guarantee of functionality, security, or availability of such software and networks.
28.1. As a result of the decentralized and open-source nature of Cryptocurrencies, it is possible that sudden, unexpected, or controversial changes (“Forks”) can be made to any Cryptocurrency that may change the usability, functions, value or even name of a given Cryptocurrency (“New Cryptocurrency”) and would lead to the dominance of one or more such versions (each a “Dominant Cryptocurrency”) and the partial or total abandonment or loss of value of any other versions of such Cryptocurrency (each a “Non-Dominant Cryptocurrency”).
28.2. Due to the administrative complexity of being the repository for a forked Cryptocurrency, the support of any New Cryptocurrency in your Account is solely at the discretion of GazeTV. GazeTV is under no obligation to support a Fork of a Cryptocurrency that you hold in your Account, whether or not any resulting version of such forked Cryptocurrency is a Dominant Cryptocurrency or Non-Dominant Cryptocurrency or holds value at or following such Fork.
28.3. If GazeTV elects, in its sole and absolute discretion, to support a Fork of a Cryptocurrency, it may choose to do so by making a public announcement through its Website or otherwise notifying customers, and shall bear no liability for any real or potential losses that may result based on the decision to support such Fork or the timing of implementation of support. If GazeTV, in its sole and absolute discretion, does not elect to support a Fork of a given Cryptocurrency, including the determination to support, continue to support, or cease to support any Dominant Cryptocurrency or Non-Dominant Cryptocurrency, GazeTV assumes no responsibility or liability whatsoever for any losses or other issues that might arise from an unsupported Fork of a Cryptocurrency.
28.4. In the event of a Fork of a Cryptocurrency, we may be forced to suspend any or all activities relating to such Cryptocurrency (including trades, deposits, and withdrawals) on the Website for an extended period of time, until GazeTV has determined in its sole discretion that such functionality can be restored (“Downtime”). This Downtime may occur at the time that a Fork of a given Cryptocurrency occurs, potentially with little to no warning. During such Downtime, you understand that you may not be able to trade, deposit, or withdraw the Cryptocurrency subject to such Fork. GazeTV does not bear any liability for losses incurred during any Downtime due to the inability to trade or otherwise transfer Cryptocurrencies. All determinations regarding forks shall be made by GazeTV in its sole and absolute discretion and in accordance with applicable law.
30. No Waiver
30.1. Any failure or delay by GazeTV or its affiliates to enforce any of the terms or exercise any right under the terms will not be construed as a waiver to any extent of our rights.
31. No Warranties
31.1. All GazeTV Services that GazeTV provides bears no guarantees, warranties or representations of any kind, either expressed or implied, by GazeTV.
31.2. This Website is provided “as is” with all faults, and GazeTV makes no express or implied representations or warranties of any kind related to this Website or the materials contained on this Website. Additionally, nothing contained on this Website shall be construed as providing consult or advice to you.
33.1. You acknowledge and agree that you may not assign, delegate, sub-contract or otherwise transfer your rights and/or obligations under the terms. GazeTV may transfer, assign, delegate, sub-contract or otherwise transfer its rights and/or obligations under the terms without notifying you or obtaining your consent.
34. Entire Agreement
34.1. These terms, including any legal notices and disclaimers contained on this Website, constitute the entire agreement between GazeTV and you in relation to your use of the GazeTV Services, and supersedes all prior agreements and understandings with respect to the same.
35.1. You undertake to pay all your taxes and duties, which can be resulted from the use of GazeTV Services and should be paid according to the laws and regulations of your state of residence. GazeTV is not responsible for any violation made by you due to your obligation to calculate and pay taxes and duties.
36. Governing Law
36.2. Any Dispute which cannot otherwise be resolved as provided in the paragraph above shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the UNCITRAL Arbitration Rules in force when the Notice of Arbitration is submitted, as modified by the HKIAC Procedures for the Administration of International Arbitration. The law of this arbitration clause shall be Hong Kong law. The place of arbitration shall be Hong Kong. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in English.