Effective Date: June 10th, 2023,

2023 PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE DOJO SERVICES, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. DEFINITIONS

1.1 "Dojo" refers to the gaming network operated by Dojo , including its website, mobile application, or any other platform or service provided by Dojo FZ LLC.

1.2 "User" refers to any individual or entity that accesses or uses the Services provided by Dojo.

2. ACCEPTANCE OF TERMS

2.1 By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, including any additional guidelines, policies, or rules provided within the Services.

2.2 If you are accessing or using the Services on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms of Service.

3. DESCRIPTION OF SERVICES

2.1 By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, including any additional guidelines, policies, or rules provided within the Services.

2.2 If you are accessing or using the Services on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms of Service.

4. USER ACCOUNTS

4.1 In order to access certain features of the Services, you may be required to create a user account. You agree to provide accurate and complete information when creating your account and to keep your login credentials confidential.

4.2 You are solely responsible for all activities that occur under your account. Dojo shall not be liable for any unauthorized access to or use of your account.

5. USER CONDUCT

5.1 You agree to use the Services in compliance with all applicable laws, regulations, and these Terms of Service.

5.2 You shall not engage in any of the following prohibited activities: a. Violating any applicable laws or regulations; b. Infringing upon the rights of others, including intellectual property rights; c. Uploading, transmitting, or distributing any harmful, unlawful, or inappropriate content; d. Interfering with or disrupting the integrity or performance of the Services; e. Engaging in any fraudulent or deceptive activities.

6. PURCHASES

6.1 Dojo provides the ability to purchase various products and services through the Services. By making a purchase, you agree to provide accurate and complete information and authorize the payment for the selected products or services.

6.2 You represent and warrant that you have the legal right to use any payment method(s) provided for purchases, and that the information you provide is true, correct, and complete.

6.3 Dojo reserves the right to charge fees for the use of certain Services, as follows:

6.3.1 Marketplace Services: Dojo charges no fee of the transaction value for services bought and sold on the Dojo marketplace. The fee will be deducted from the seller's earnings upon withdrawal at 12%.

6.3.2 Subscription Services: Dojo charges no fee of the subscription amount for the use of subscription-based content. The fee will be deducted from the subscription revenue upon cash out at 12%.

6.3.3 Tournament Services: Dojo charges no fee of the tournament prize pool for hosting and managing tournaments on the Dojo platform. The fee will be deducted from the players earnings upon withdrawal at 12%.

7. INTELLECTUAL PROPERTY

7.1 All intellectual property rights in the Services, including but not limited to copyrights, trademarks, and trade secrets, are the property of Dojo FZ LLC or its licensors.

7.2 You are granted a limited, non-exclusive, non-transferable, and revocable license to use the Services solely for your personal or internal business purposes.

8. DISCLAIMERS AND LIMITATION OF LIABILITY

8.1 The Services provided by Dojo are provided on an "as-is" and "as available" basis, without warranties of any kind, either expressed or implied.

8.2 Dojo does not warrant that the Services will be error-free, uninterrupted, or free from viruses or other harmful components.

8.3 To the maximum extent permitted by law, Dojo shall not be liable for any direct, indirect, incidental, consequential, or special damages arising out of or in connection with the Services or these Terms of Service.

9. AGE RESTRICTIONS

9.1 By using the Services, you confirm that you are above the age of 13 years old at the time of registration.

9.2 Dojo assumes no responsibility for users who do not meet the age requirements or are accessing the Services from jurisdictions that forbid skill-based competitions and gambling.

10. INDEMNIFICATION

10.1 You agree to indemnify, defend, and hold harmless Dojo, its affiliates, directors, employees, agents, and partners from any claims, losses, damages, liabilities, and expenses (including legal fees) arising out of or related to your use of the Services, violation of these Terms of Service, or infringement of any rights of third parties.

11. USER-GENERATED CONTENT

11.1 Dojo may allow users to post, upload, or submit content to the platform, including but not limited to text, images, videos, and other media ("User Content").

11.2 By submitting User Content, you grant Dojo a non-exclusive, worldwide, royalty-free, and transferable license to use, reproduce, modify, adapt, publish, translate, distribute, perform, and display the User Content in connection with the provision of the Services.

11.3 You are solely responsible for the User Content you submit and must ensure that it complies with all applicable laws, regulations, and intellectual property rights of third parties. Dojo does not endorse or guarantee the accuracy, integrity, or quality of User Content.

12. THIRD-PARTY SERVICES AND CONTENT

12.1 The Services provided by Dojo may include links, integrations, or references to third-party services, websites, or content that are not owned or controlled by Dojo.

12.2 Dojo does not endorse, guarantee, or assume any responsibility for the accuracy, quality, legality, or availability of third-party services or content. Users access and use such services or content at their own risk and are subject to the terms and conditions and privacy policies of those third parties.

13. TERMINATION

13.1 Dojo reserves the right to terminate or suspend user accounts or access to the Services at any time and for any reason, including but not limited to violations of these Terms of Service or engaging in prohibited activities.

13.2 Upon termination, users will no longer have access to their account or any associated data. Dojo may retain certain information as required by law or for legitimate business purposes.

14. DISCLAIMERS RELATED TO USER INTERACTIONS

14.1 Dojo acts as a platform for users to interact and engage with each other. Users understand and acknowledge that Dojo does not endorse, guarantee, or take responsibility for the actions, conduct, or content of other users.

14.2 Users are solely responsible for their interactions with other users, including any transactions, agreements, or engagements that occur outside the Dojo platform. Dojo shall not be held liable for any damages, losses, or disputes arising from user interactions.

15. ACCEPTANCE OF SERVICES ON THE MARKETPLACE

15.1 Users of the Dojo marketplace have the opportunity to review and evaluate the details of a service before accepting it from a seller.

15.2 Once a user accepts a service on the marketplace, it indicates their satisfaction with the service as described and released by the seller.

15.3 Dojo shall not be held liable for any issues, disputes, or dissatisfaction arising from services accepted by users after reviewing the order from the seller. Any concerns or disputes regarding the quality, delivery, or other aspects of the service should be resolved directly between the user and the seller.

16. MODIFICATIONS TO THE SERVICES

16.1 Dojo reserves the right to modify, suspend, or discontinue any aspect of the Services, including features, functionalities, or content, at any time and without prior notice.

16.2 Dojo shall not be liable to users or any third party for any modification, suspension, or discontinuance of the Services.

17. MODIFICATIONS TO TERMS

17.1 Dojo reserves the right, at its sole discretion, to modify or replace these Terms of Service at any time. Any material changes will be communicated to users through appropriate means.

17.2 Continued use of the Services after the effective date of the revised Terms constitutes acceptance of the modified terms.

18. GOVERNING LAW AND JURISDICTION

18.1 These Terms of Service shall be governed by, and interpreted and enforced in accordance with the laws of the United Arab Emirates, as applicable. If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then any remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements, oral or otherwise, regarding the Service.

19. CONTACT INFORMATION

19.1 Users may contact Dojo for any questions, concerns, or feedback regarding these Terms of Service or the Services provided. Contact information can be found on the Dojo website or within the Services.

Effective Date: July 10th, 2023,

Dojo AB ("Dojo," "we," "us," or "our"), a UAE limited liability corporation with registration no.1187 and license no. 1187/22 .L.B and with registered address PO Box: , 769383: Abu Dhabi,, provides a digital competitive gaming platform that offers an online esports infrastructure to key stakeholders in the industry including players, organizers and game developers, available at https://www.visitdojo.gg (the "Platform"). Services sold or bought on the esports marketplace in the Platform (the "Marketplace") are regulated by the terms of use of the Platform (the "Terms") and this policy (the "Marketplace Policy"). The Marketplace Policy stipulates specific rules regarding the Marketplace and is applicable in addition to the Terms. A reference to "You" shall mean the Seller or the Buyer (both defined below) or another user of the Marketplace, as applicable.

1. How can I use the Marketplace?

1.1 Users who want to offer their services on the Marketplace (each a "Seller") can sell esports services, such as esports coaching, through the Marketplace by creating a listing of the services they want to offer. Other users who browse listings of services offered by the Sellers in the Marketplace or purchase such services are referred to as "Buyers".

2. How do I buy or sell a service on the Marketplace?

2.1 When Sellers wish to sell a service on the Marketplace, they create a listing that can be seen by anyone on the Marketplace. When a Buyer purchases a service on the Marketplace, such purchase is referred to as a "Deal" between the Seller and the Buyer. A listing shall contain information about what the Seller is offering, the price of the offering(s), relevant conditions for the delivery of the service, and other pertinent information depending on the specific service offered.

2.2 A Deal is between the Seller and the Buyer and Dojo shall not be construed as a participant in such transaction in any way.

2.3 After completing a Deal, whether it is successful or not, the Buyer may rate the services offered by the Seller through a five-star system ("Rating System"). This rating can be used by other Buyers to determine the quality of the services offered by the Seller and may be used by Dojo to rank, sort or filter among various listings when displaying listings to potential Buyers browsing the Marketplace.

2.4 For more information on how the Marketplace works or for help, please visit our help center at https://support.dojo.com/ or contact us at [email protected].

3. What does it cost to post a listing on the Marketplace?

3.1 It is free to post a listing on the Marketplace. Dojo charges a platform fee ("Listing Fee") on services sold on the Marketplace in accordance with Dojo’s applicable price list.

3.2 Dojo reserves the right to increase, decrease or waive the Listing Fee. The Listing Fee may be changed for individual Sellers as deemed appropriate by Dojo.

4 What kind of Services can be sold on the Marketplace?

4.1 It is possible to sell any kind of esports and gaming related service currently provided as a "category" in the Marketplace. This includes, but is not limited to, esports coaching, esports shoutcasting/live commentary, esports tournament administration, graphic design and more.

4.2 Dojo will review new listings published on the Marketplace to ensure they meet our general content guidelines and policies. Dojo will attempt to verify the statements made on the listings by the Sellers to the best of our abilities but make no guarantees as to the veracity of such statements. A Buyer should always make an independent assessment and read the ratings or other sources of information to determine whether to buy a listed service or not, and Dojo shall not be held liable for any information or faulty statements regarding the services offered on the Marketplace. Dojo’s review of new listings generally takes up to 24 hours from the time of publishing but in some cases the review process may take longer. Dojo is under no obligation to provide a reason for this and does not guarantee that a new listing will be approved, either within 24 hours or at all.

5. What kind of Services can't be sold on the marketplace?

5.1 Buying or selling services regarding any of the following is prohibited on the Marketplace:

Drugs, medicals and the like; Animals; Weapons, ammunition and explosives; Alcohol; Healthcare; ID cards, licenses, police insignia, government documents, birth certificates; Pornography or sexually explicit content; personal or sexual relationships; or Services which are prohibited by applicable law.

5.2 Listings posted on the Marketplace may not contain deceptive, false, misleading, or offensive content.

5.3 Moreover, listings may not contain content that infringes upon or violates the intellectual property rights of any third party, including copyright or trademark.

5.4 A listing must not wrongfully discriminate or suggest a preference for or against people because of a personal characteristic, including, but not limited to, race, ethnicity, color, national origin, citizenship, religion, age, sex, sexual orientation, gender identity, family status, marital status, disability, or medical or genetic condition. Listings must comply with all applicable laws prohibiting discrimination.

5.5 Seller’s whose listings are removed from the Marketplace may question such removal by contacting [email protected].

5.6 Any listings on the Marketplace that does not abide by the Terms or the Marketplace Policy shall be reported to [email protected].

5.7 The information in this section 5 is not exhaustive. Sellers and Buyers are also responsible for complying with all applicable laws and regulations. Failure to comply may result in a variety of consequences, including but not limited to, the removal of posted content. If a Seller repeatedly posts content that violates the Terms and the Marketplace Policy, Dojo may take additional actions as it deems necessary. Dojo reserves the right to reject, approve or remove any listings on the Marketplace for any reason, in its sole discretion.

6. Monetization requirements

6.1 In order to enable monetization and start earning money in a Marketplace the Seller needs to meet and accept the following requirements: If You are a natural person, be at least eighteen (18) years of age; Provide Your full residential address, including legal name and country; Provide a verified phone number; Provide a VAT number or corporate identification number if You are a representative of a business entity, along with the address if different from their personal address; and Provide valid payment details, such as Your PayPal account, or other alternative payment methods that are offered through the Platform at that time. That Dojo will, on your behalf, charge Buyers by issuing an invoice on Dojo for the services You sell on the Marketplace.

6.2 Dojo may revoke the Seller’s monetization privileges at any time should the Seller seize to meet the requirements listed above, or otherwise be in material breach of the Terms or the Marketplace Policy. Any accrued earnings at that point may be withdrawn by the Seller as long as such earnings have not been made unlawfully or in breach of the Terms or the Marketplace Policy.

7. How do I withdraw earnings made from successfully completed Deals?

7.1 Any earnings made from the Deals provided through the Marketplace are automatically credited to the Seller’s user account in the Platform and the Seller may withdraw these funds at any time, subject to the Terms and the Marketplace Policy.

7.2 It is currently only possible to withdraw funds to a PayPal account or a bank account linked to the user account. A minimum threshold may apply before a withdrawal can be initiated and transaction fees may apply to each withdrawal. Please see our FAQ at https://support.dojo.com/ for further details.

7.3 All payments processed through the Platform, including withdrawals, are subject to the payment provider's terms and conditions. Any disputes related to payments or withdrawals should first be addressed with the payment provider.

8. Taxes and fees

8.1 As a Seller, you are responsible for all taxes and fees applicable to your earnings from selling services on the Marketplace. Dojo will not withhold any taxes on your behalf.

8.2 Dojo may, however, deduct or withhold any amounts that we are required by law to deduct or withhold from any amounts paid to you, and payment to you as reduced by such deductions or withholdings will constitute full payment and settlement to you.

9. Changes to the Marketplace Policy

9.1 Dojo reserves the right to change, modify, add or remove portions of this Marketplace Policy at any time and at its sole discretion. Your continued use of the Marketplace following the posting of any changes will mean that you accept and agree to such changes.

9.2 It is the sole responsibility of the Seller to declare any VAT, VAT equivalent or income taxes as required by their respective national, provincial, state, and local laws and regulations.

9.3 Upon the Seller’s request (which shall not be excessive or unreasonable), Dojo may provide the Seller with a statement of the Deals detailing the total transaction values, Listing Fees and VAT based on the sales made for income reporting purposes.

9.4 Deals made between the Seller and the Buyer in the Marketplace are not to be seen as services sold by Dojo. Dojo provides a Platform where Sellers and Buyers can interact and Dojo shall not be construed as a participant in transactions between Sellers and Buyers in any way.

9.5 Furthermore, Sellers are independent legal persons or businesses and not in any way employed or hired as contractors by Dojo. As such, selling or offering services through the Marketplace shall not be construed as an employment relationship with Dojo.

10. Marketplace content

10.1 You grant Dojo and its affiliates, partners and distributors, a non-exclusive, worldwide, royalty-free, perpetual, fully sub-licensable license, to use, distribute, edit, display, archive, publish, sublicense, perform, reproduce, make available, transmit, broadcast, sell, translate and create derivative works of the content in the Marketplace ("Marketplace Content") submitted by You, in any form, media, or technology, for the purpose of providing, developing and marketing the Marketplace. You hereby waive, to the fullest extent possible under applicable law, any moral rights You may have to the Marketplace Content.

10.2 You hereby represent and warrant that You have all rights necessary to grant Dojo and its affiliates the license in section 10.1 above.

11. Anti-Money Laundering Reporting

11.1 Dojo complies with the Anti-Money Laundering and Terrorist Financing Prevention laws enacted by the federal government of the UAE and any other associated regulations. Dojo shall check all transactions and report any suspicious transaction to the relevant competent authorities.

11.2 If You become aware of any suspicious activity relating to the Marketplace, You must report this to Dojo immediately.

11.3 Dojo may suspend, block or withhold funds, in accordance with the abovementioned act.

12. Returns and Cancellations

12.1 Dojo does not provide any refunds once a Deal has been completed, unless the Seller wishes to do so and instruct us thereof. In case the services have not been delivered as stated in the listing, the Buyer can inform us and we will review the matter.

12.2 Although the Seller is obligated to fulfill a purchased service as stated in a listing, in case of a dispute between the Buyer and the Seller, it is possible to cancel the Deal before it has been completed. Any funds held in escrow by Dojo at the time of cancellation will then be released back to the Buyer. Once a Deal has been successfully completed or otherwise closed, no such cancellations or refunds are possible.

12.3 Dojo can, but is not required to, provide support on issues related to the buying or selling of services between Sellers and Buyers on the Marketplace.

13. Disclaimer of Warranties; Limitation of Liability

13.1 Dojo tries to keep the Marketplace safe, secure, and functioning properly, but cannot guarantee the continuous operation of or access to the Marketplace. You agree that Your use of the Marketplace is at Your own risk and that the Marketplace is provided "AS IS" and on an "AS AVAILABLE" basis.

13.2 In addition, to the extent permitted by applicable law, Dojo is not liable, and You agree to not hold Dojo responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from: any content on the Marketplace; use of or inability to use the Marketplace; pricing, shipping, format, or other guidance provided by Dojo; delays or disruptions in the Marketplace; viruses or other malicious software obtained by accessing or linking the Marketplace; glitches, bugs, errors, or inaccuracies of any kind in the Marketplace; a suspension or other action taken with respect to You; the duration or manner in which listing appears on the Marketplace; or changes to the Terms and Marketplace Policy.

13.3 Dojo’s total liability to You under this Marketplace Policy for any damages or losses incurred by You shall, to the furthest extent permitted by applicable law, be limited to EUR one thousand (1000).

14. Indemnification

14.1 To such an extent as permitted by applicable law, You agree to indemnify, defend, and hold harmless Dojo, its subsidiaries, affiliates, and the directors, officers, employees, shareholders, vendors, partners, contractors, agents, licensors or other representatives of each of them and all their successors and assigns in respect of all claims, costs (including reasonable legal fees and costs), damages, liabilities and expenses or obligations of any kind, arising out of or in connection with Your misuse of the Marketplace or any other violations by You of the Terms and Marketplace Policy. Dojo retains the right to assume the exclusive defense and control of any claim supporting indemnification, and in such cases, You agree to cooperate with Dojo to defend any such claim. You will not settle any claim covered by this section 14 and the disclaimer of warranties without Dojo's prior written approval.

15. Local Laws

15.1 You are subject to all laws of the province, state, and/or country in which You reside and from which You access the Marketplace and is solely responsible for obeying the laws of such jurisdiction. You agree that Dojo and its affiliates cannot be held liable if applicable law restricts or prohibits Your use of the Marketplace. Dojo and its affiliates make no representations or warranties, implicit or explicit, as to Your legal right to use the Marketplace or other services through the Platform nor shall any person affiliated, or claiming affiliation, with Dojo and its affiliates have authority to make any such representations or warranties. Dojo and its affiliates reserve the right to monitor the location from which You access the Marketplace and to block access from any jurisdiction in which participation is illegal or restricted.

16. Changes

16.1 We reserve the right to change or amend this Marketplace Policy with future effect, in particular when required by mandatory laws and regulations. We will announce material changes at least thirty (30) days in advance by notification on the Platform.

17. Governing Law and Disputes

17.1 This Marketplace Policy will be governed by and construed in accordance with the national laws and provisions of the country of the United Arab Emirates, save for its conflict of law provisions. Any dispute or claim arising out of or in connection with this Marketplace Policy, or the breach, termination or invalidity thereof, shall be finally settled by UAE courts, with the UAE District Court as the first instance, unless otherwise provided by mandatory law.

17.2 Dojo makes no representation that the Marketplace is operated in accordance with the laws or regulations of, or governed by, other nations.