sidus-policy

TERMS AND CONDITIONS

SIDUS HEROES is a virtual gaming space on WebGL technology and supports high-quality 3D art and a high-efficiency engine. It combines state-of-the-art blockchain, real-time graphics, multiplayer video games and decentralized finance technology into one experience. SIDUS HEROES is driven by a dual token system (“SENATE” | “SIDUS”). SIDUS serves as the native in-game currency, while SENATE is a multifunctional governance token that influences both in-game and real-world economics. Players use tokens via the game's integrated decentralized finance system to take part in the on-chain governance model, and to trade on the in-game non-fungible token marketplace. Before you use the Site, however, you will need to review these Terms of Use and any terms and conditions incorporated herein by reference (collectively referred to as “Terms”). Please also review the SIDUS HEROES Privacy Policy.

These terms and conditions (“Terms”) have been established by SIDUS HEROES ("Company","we" “SIDUS HEROES”) to govern the Offerings. By engaging in or undertaking any of the aforementioned activities, you will be deemed to be a “User” who is legally bound by these Terms.

Please contact us at [email protected] for any questions or issues.

AGREEMENT

1. Certain defined Terms and Related Information

Game - SIDUS HEROES is a virtual gaming space that uses WebGL technology. It is compatible with other popular game engines and supports high-quality 3D art.

"SIDUS” is the in-game currency token and is used for gaming purposes, such as purchasing resources or participating in the in-game decentralized financial market.

"SENATE” is a multi-functional governance and DAO token that has internal and external utility. Internally, the SENATE token provides voting rights to holders regarding in-game political decisions. It is also used for the governance of in-game infrastructure, such as planets and cities. Externally, the SENATE token will play a governance role in the development of the game SIDUS HEROES.

“Ownership” means players are able to transact with their SENATE and SIDUS tokens using their private keys.

“Smart Contracts” means the computer code executed in response to transactions published on the Ethereum blockchain that generates a consistent and verifiable result.

2. Certain General Terms
The User is Responsible for Accounts / Addresses.

Users are responsible for all matters relating to their accounts (if any) or the blockchain accounts or addresses through which they interact with the Game and for ensuring that all uses thereof comply fully with these Terms. Users are responsible for protecting the confidentiality of their login information and passwords (if applicable) and the private keys controlling the relevant blockchain accounts or addresses through which they interact with the Game.

Discontinuation of Offerings.

The Company shall have the right at any time to change or discontinue any or all aspects or features of the Game.

Copyright Notice.

You acknowledge and agree that, unless otherwise stated, we (or, as applicable, our licensors) own all legal rights, titles and interests in and to all elements of the Game and all intellectual property rights therein. The visual interfaces, graphics (including, without limitation, all art and drawings associated with them), design, systems, methods, information, computer code, software, services, “look and feel”, organization, a compilation of the content, code, data, and all other elements of the Game (collectively, the “SIDUS HEROES Materials”) are owned by SIDUS HEROES and are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All SIDUS HEROES Materials are the copyrighted property of SIDUS HEROES or its licensors, and all trademarks, service marks, and trade names contained in the SIDUS HEROES Materials are proprietary to SIDUS HEROES or its licensors. Except as expressly set forth herein, your use of the Game does not grant you ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through the Game. We reserve all rights in and to the SIDUS HEROES Materials not expressly granted to you in the Terms. For the sake of clarity, you understand and agree: (i) that your “purchase” of a “SENATE” and “SIDUS” token, whether via the Game or otherwise, does not give you any rights or licenses in or to the SIDUS HEROES Materials (including, without limitation, our copyright in and to the art and drawings associated with the tokens) other than those expressly contained in these Terms; and (ii) that you do not have the right to reproduce, distribute, or otherwise commercialize any elements of the SIDUS HEROES Materials (including, without limitation, our copyright in and to the art and drawings associated with the tokens) in any way without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.

3. Licenses
License to Use the Game.

Each User, subject to and conditioned upon such User’s acceptance of and adherence to these Terms, is hereby granted a non-transferable, personal, non-sublicensable license to use the Game for their intended purposes.

4. Fees, commissions, royalties and other charges
Fees.

If you choose to purchase, trade, or interact with the tokens on the App, or with or from other users via the Game, any financial transactions you engage in will be conducted solely through the Ethereum network. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. You agree we have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Game or any other transactions that you conduct via the Ethereum or other blockchain networks.

As between us, you will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the Game (including, without limitation, any Taxes that may become payable as the result of your ownership, transfer, or acquisition of your SENATE token). Except for income taxes levied on SIDUS HEROES, you:

(i)will pay or reimburse us for all national, federal, state, local, or other taxes and assessments of any jurisdiction, including value-added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and

(ii)shall not be entitled to deduct the amount of any such taxes, duties, or assessments from payments made to us pursuant to these Terms.

Forms of Payment.

Fees may be paid or payable solely in the manner determined at the sole discretion of the Company.

Finality; No Refunds.

Fees may be paid or payable solely in the manner determined at the sole discretion of the Company.

5. Acceptable & Prohibited uses of the Offerings
Acceptable Uses.

You agree that you are responsible for your own conduct while accessing or using the Game, and for any consequences thereof. You agree to use the Game only for purposes that are legal, proper, and in accordance with these Terms and any applicable laws or regulations (the “Permitted Uses”).

Prohibited Uses.

By way of example, and not as a limitation, you may not, and may not allow any third party to:

(i)send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;

(ii)send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;

(iii)impersonate another person (via the use of an email address or otherwise);

(iv)upload, post, transmit, or otherwise make available through the Game any content that infringes the intellectual proprietary rights of any party;

(v)use the Game to violate the legal rights (such as rights of privacy and publicity) of others;

(vi)engage in, promote, or encourage illegal activity (including, without limitation, money laundering);

(vii)Persinterfere with other users’ enjoyment of the Game; onal

(viii)exploit the Game for any unauthorized commercial purpose;

(ix)modify, adapt, translate, or reverse engineer any portion of the Game;

(x)remove any copyright, trademark or other proprietary rights notices contained in or on the Game or any part of it;

(xi)reformat or frame any portion of the Game;

(xii)display any content on the Game that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;

(xiii)use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Game or the content posted on the Game, or to collect information about its users for any unauthorized purpose;

(xiv)create user accounts by automated means or under false or fraudulent pretenses; or

(xv)access or use the Game for the purpose of creating a product or service that is competitive with any of our products or services, оr

(xvi)utilize the Game to transact in securities, commodities futures, trading of commodities on a leveraged, margined or financed basis, binary options (including prediction-market transactions), real-estate or real-estate leases, equipment leases, debt financings, equity financings or other similar transaction.

The foregoing matters are referred to herein as “Prohibited Uses”.

6. Termination.

You may terminate these Terms at any time by canceling your account of the Game and discontinuing your access to and use of the Game. You will not receive any refunds if you cancel your account, or otherwise terminate these Terms. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the Game. You agree that any suspension or termination of your access to the Game may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms or suspend or terminate your access to or use of the Game due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Game or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.

7. Representations and Warranties of Users

Each User hereby represents and warrants to the Company that the following statements and information are accurate and complete at all relevant times. In the event that any such statement or information becomes untrue as to a User, the User shall immediately divest and cease using Game.

Status.

If the User is an individual, the User is of legal age in the jurisdiction in which the User resides (and in any event is older than thirteen years of age) and is of sound mind. If the User is a business entity, the User is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has all requisite power and authority for a business entity of its type to carry on its business as now conducted.

The User is not (and, if the User is an entity, the User is not owned or controlled by any other person who is) acting on behalf of any other person who is identified in any country which covers cryptocurrency as security. The User is not, (and, if the User is an entity, the User is not owned or controlled by any other person who is) acting on behalf of any other person who is located, ordinarily resident, organized, established or domiciled in Albania, Barbados, Botswana, Burkina Faso, Cambodia, Cayman Islands, Ghana, Iran (Islamic Republic of), Jamaica, Korea (Democratic People's Republic of), Mauritius, Morocco, Myanmar, Nicaragua, Pakistan, Panama, Senegal, Syrian Arab Republic, Uganda, United States of America, Yemen, Zimbabwe.

Power and Authority.

The User has all requisite capacity, power and authority to accept the terms and conditions of these Terms and to carry out and perform its obligations under these Terms. These Terms constitute the legal, valid and binding obligation of the User, enforceable against the User in accordance with its terms.

No Conflict; Compliance with law.

The User agreeing to these Terms and buying, selling holding, using or receiving сoins does not constitute, and would not reasonably be expected to result in (with or without notice, lapse of time or both), a breach, default, contravention or violation of any law applicable to the User, or contract or agreement to which the User is a party or by which the User is bound.

Absence of Sanctions.

The User is not (and, if the User is an entity, the User is not owned or controlled by any other person who is) acting on behalf of any other person who is, identified on any list of prohibited parties under any law or by any nation or government, state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to a government such as the lists maintained by the United Nations Security Council, the European Union (EU) or its member states and the government of the User’s home country. The User is not, (and, if the User is an entity, the User is not owned or controlled by any other person who is) acting on behalf of any other person who is located, ordinarily resident, organized, established or domiciled in Afghanistan, Bangladesh, Bolivia, Burundi, Central African Republic, Crimea Region, Cuba, Dem. Rep. Congo, Ecuador, Eritrea, Republic of Guinea, Guinea-Bissau, Hong Kong, Iran, Iraq, Kyrgyzstan, Lebanon, Libya, Mainland China, Mali, Burma (Myanmar), Namibia, Nepal, North Korea, Somalia, Sudan, South Sudan, Syria, United States, Venezuela, Yemen, Zimbabwe, located in or a resident of The British Virgin Islands or Turkey or any other country which covers cryptocurrency as security. If you are located in, incorporated, or otherwise established in, or a resident of such countries, you are not permitted to participate in the SIDUS HEROES token sales or to purchase any SIDUS/SENATE tokens. The tokens or other funds a User uses to participate in the Game are not derived from and do not otherwise represent the proceeds of any activities done in violation or contravention of any law.

Non-Reliance.

The User is knowledgeable, experienced and sophisticated in using and evaluating blockchain and related technologies and assets, including Ethereum, NFTs, Collectibles and “smart contracts” (bytecode deployed to Ethereum or another blockchain). The User has conducted their own thorough independent investigation and analysis of the Game and the other matters contemplated by these Terms and has not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of the Company in connection therewith, except as expressly set forth by the Company in these Terms.

8. Risks, Disclaimers and Limitations of Liability
No Consequential, Incidental or Punitive Damages.

Notwithstanding anything to the contrary contained in these Terms, the Company shall not be liable to any person, whether in contract, tort (including pursuant to any cause of action alleging negligence), warranty or otherwise, for special, incidental, consequential, indirect, punitive or exemplary damages (including but not limited to lost data, lost profits or savings, loss of business or other economic loss) arising out of or related to these Terms, whether or not the Company has been advised or knew of the possibility of such damages and regardless of the nature of the cause of action or theory asserted.

Limitation of Liability.

The Company’s liability for damages to each User shall in all cases be limited to, and under no circumstances shall exceed, the Company’s service fees actually received by the Company from such a User.

Disclaimer of Representations.

The Game is being provided on an “as is” and “as available” basis. To the fullest extent permitted by law, the Company is not making, and hereby disclaims, any and all information, statements, omissions, representations and warranties, expressed or implied, written or oral, equitable, legal or statutory, in connection with the Offerings and the other matters contemplated by these Terms, including any representations or warranties of title, non-infringement, merchantability, usage, security, uptime, reliability, suitability or fitness for any particular purpose, workmanship or technical quality of any code or software used in or relating to the Offerings. The User acknowledges and agrees that use of the Offerings is at the User’s own risk.

Volatility risks

The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your SENATE token or other items, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of SENATE tokens or other items will not lose money. You are solely responsible for determining what, if any, taxes apply to your SENATE-related transactions. SIDUS HEROES is not responsible for determining the taxes that apply to your transactions in the Game, the Site, or any blockchain. The Game does not store, send, or receive SENATE tokens. This is because SENATE tokens exist only by virtue of the ownership record maintained on the Game’s supporting blockchain in the Ethereum network. Any transfer of SENATE token occurs within the supporting blockchain in the Ethereum network, and not on the Game. There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that SIDUS HEROES will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum network, however caused. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the SIDUS HEROES ecosystem, and therefore the potential utility or value of the SENATE token. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the SIDUS HEROES ecosystem, and therefore the potential utility or value of SENATE token. Indemnification You agree to hold harmless and indemnify SIDUS HEROES and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and attorneys’ fees arising out of or in any way related to (i) your breach of these Terms, (ii) your misuse of the Game, (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of the Game, or (iv) your breach of our Privacy Policy. You agree that SIDUS HEROES will have control of the defense or settlement of any such claims.

No Professional Advice or Liability.

All information provided by or on behalf of the Company is for informational purposes only and should not be construed as professional, accounting or legal advice. Users should not take or refrain from taking any action in reliance on any information contained in these Terms or provided by or on behalf of the Company. Before Users make any financial, legal or other decisions involving the Offerings, Users should seek independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.

Limited Survival Period for Claims.

Any claim or cause of action a User may have or acquire in connection with the Offerings or any of the other matters contemplated by these Terms shall survive for the duration of, and may be brought against, the Company solely prior to:

(a)the expiration of the statute of limitations applicable thereto; and

(b)the date that is six months after the date on which the facts and circumstances giving rise to such a claim or cause of action first arose.

Third-Party Offerings and Content.

References, links or referrals to or connections with or reliance on third-party resources, products, services or content, including smart contracts developed or operated by third parties, may be provided to Users in connection with the Offerings. In addition, third parties may offer promotions related to the Offerings. The Company does not endorse or assume any responsibility for any activities of or resources, products, services, content or promotions owned, controlled, operated or sponsored by third parties. If Users access any such resources, products, services or content or participate in any such promotions, Users do so solely at their own risk. Each User hereby expressly waives and releases the Company from all liability arising from Users’ use of any such resources, products, services or content or participation in any such promotions. The User further acknowledges and agrees that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such resources, products, services, content or promotions from third parties.

Certain Uses and Risks of Blockchain Technology.

(a)Use of Blockchain Technology. The Company utilizes experimental cryptographic technologies and blockchain technologies, including tokens, cryptocurrencies, stablecoins, “smart contracts,” consensus algorithms, voting systems and distributed, decentralized or peer-to-peer networks or systems in performing the Offerings. Each User acknowledges and agrees that such technologies are novel, experimental and speculative, and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing law thereto.

(b)Cryptography Risks. Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to Ethereum, Binance Smart Chain, the Platform, NFTs, including the theft, loss or inaccessibility thereof.

(c)Fork Handling. Ethereum, Binance Smart Chain, Avalanche, the NFTs, the Collectibles and NFTS may be subject to “forks.” Forks occur when some or all persons running the software clients for a particular blockchain system adopt a new client or a new version of an existing client that:

(i)changes the protocol rules in a backwards-compatible or backwards-incompatible manner that affects which transactions can be added into later blocks, how later blocks are added to the blockchain or other matters relating to the future operation of the protocol; or

(ii)reorganizes or changes past blocks to alter the history of the blockchain. Some forks are “contentious” and thus may result in two or more persistent alternative versions of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original. The Company may not be able to anticipate, control or influence the occurrence or outcome of forks and does not assume any risk, liability or obligation in connection therewith. Without limiting the generality of the foregoing, the Company does not assume any responsibility to notify a User of pending, threatened or completed forks. The Company will respond to any forks as the Company determines at its sole and absolute discretion and the Company shall not have any duty or obligation or liability to a User if such a response (or lack of such response) acts to a User’s detriment.

Legal Limitations on Disclaimers.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in these Terms may not apply in full to specific Users. The disclaimers and limitations of liability provided in these Terms shall apply to the fullest extent permitted by applicable law.

Officers, Directors, etc.

All provisions of these Terms which disclaim or limit obligations or liabilities of the Company shall also apply, mutatis mutandis, to the officers, directors, members, employees, independent contractors, agents, stockholders, debtholders and affiliates of the Company.

Indemnification.

Each User shall defend, indemnify, compensate, reimburse and hold harmless the Company (and each of its officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including, without limitation, reasonable attorneys’ fees, arising out or relating to (a) the User’s use of, or conduct in connection with, the Offerings; (b) the User’s violation of these Terms or any other applicable policy or contract of the Company; or (c) violation of any rights of any other person or entity.

9. Governing Law; Dispute Resolution

Any dispute arising out of or in connection with this User Agreement, including any question regarding its existence, validity or termination, shall be resolved by written negotiations. Should the dispute not be resolved after the lapse of a 3-month period since the receipt by the Company of any such communication, the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, Rules which are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. The seat, or legal place, of arbitration shall be London, United Kingdom. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of the Seychelles.

10. Miscellaneous
Headings.

Notwithstanding anything to the contrary contained in these Terms, the Company shall not be liable to any person, whether in contract, tort (including pursuant to any cause of action alleging negligence), warranty or otherwise, for special, incidental, consequential, indirect, punitive or exemplary damages (including but not limited to lost data, lost profits or savings, loss of business or other economic loss) arising out of or related to these Terms, whether or not the Company has been advised or knew of the possibility of such damages and regardless of the nature of the cause of action or theory asserted.

Successors and Assigns.

These Terms shall inure to the benefit of the Company, the Users and their respective permitted successors, permitted assigns, permitted transferees and permitted delegates and shall be binding upon all of the foregoing persons and any person who may otherwise succeed to any right, obligation or liability under these Terms by operation of law or otherwise. The User shall not assign any of the User rights or delegate any of the User liabilities or obligations under these Terms to any other person without the Company’s advance written consent. The Company may freely assign, transfer or delegate their rights, obligations and liabilities under these Terms to the maximum extent permitted by applicable law.

Severability.

In the event that any provision of these Terms or the application of any such provision to any person or set of circumstances shall be determined by an arbitrator or court of competent jurisdiction to be invalid, unlawful, void or unenforceable to any extent:

(a)the remainder of these Terms, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law; and

(b)the Company shall have the right to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consumed as originally contemplated to the fullest extent possible.

Force Majeure.

The Company shall not incur any liability or penalty for not performing any act or fulfilling any duty or obligation hereunder or in connection with the matters contemplated hereby by reason of any occurrence that is not within its control (including any provision of any present or future law or regulation or any act of any governmental authority, any act of God, war or terrorism, any epidemic or pandemic or the unavailability, disruption or malfunction of the Internet, the World Wide Web or any other electronic network, the Ethereum, Binance Smart Chain and Avalanche network or blockchain and any aspect thereof, or any consensus attack, hack or denial-of-service or other attack on the foregoing or any aspect thereof, or on the other software, networks and infrastructure that enables the Company to provide the Offerings.), it being understood that the Company shall use commercially reasonable efforts consistent with accepted practices in the industries in which the Company operates, as applicable, to resume performance as soon as reasonably practicable under the circumstances.

Amendments and Modifications.

These Terms may only be amended, modified, altered or supplemented by or with the written consent of the Company. The Company reserves the right, at its sole and absolute discretion, to amend, modify, alter or supplement these Terms from time to time. The most current version of these Terms will be posted on the Company's website. Any changes or modifications will be effective immediately upon the modified Agreement being posted to the Company's website. The User shall be responsible for reviewing and becoming familiar with any such modifications. The User hereby waives any right the User may have to receive specific notice of such changes or modifications. Use of the Offerings by the User after any modification of these Terms constitutes the User’s acceptance of the modified terms and conditions. If the User does not agree to any such modifications, the User must immediately stop using the Offerings.

No Implied Waivers.

No failure or delay on the part of the Company in the exercise of any power, right, privilege or remedy under these Terms shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. The Company shall not be deemed to have waived any claim arising out of these Terms, or any power, right, privilege or remedy under these Terms, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of the Company and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

Entire Agreement.

These Terms constitute the entire agreement between the parties relating to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

Rules of Interpretation.

(a)“hereof,” “herein,” “hereunder,” “hereby” and words of similar import will, unless otherwise stated, be construed to refer to these Terms as a whole and not to any particular provision of these Terms;

(b)“include(s)” and “including” shall be construed to be followed by the words “without limitation”;

(c)“or” shall be construed to be the “inclusive or” rather than “exclusive or” unless the context requires otherwise;

(d)any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of these Terms;

(e)section titles, captions and headings are for convenience of reference only and have no legal or contractual effect;

(f)whenever the context requires: the singular number shall include the plural and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders; and

(g)except as otherwise indicated, all references in these Terms to “Sections”, “clauses”, etc. are intended to refer to Sections of Sections, clauses, etc. of these Terms.