English
These Terms and Conditions (herein referred to as “these Terms”) govern the conditions of the our website at https://memeseason.xyz (herein referred to collectively as the “Platform”), are permitted to use the Services provided by us (herein referred to as “we” or “us” or “our”, which shall have the same meaning in these Terms). These Terms constitute a binding and enforceable legal contract between us and our Partners and our Affiliates and subsidiaries worldwide and you, a user of the Services (herein referred to as “you” or “user”) in relation to the Services. You and we are referred to separately as “Party” and collectively as “Parties”.
By accessing, registering, unlocking, using, or clicking on the Services, and information made available by us via the Platform, you hereby accept and agree to all the terms set forth herein.
You are strongly advised to carefully read these Terms as well as the provisions detailed in our Privacy Policy prior to using the Platform and our Services. By using the Platform and the Services in any capacity, you agree that:
If You do not agree to these Terms, please do not access, or use the Platform and/or the respective Services.
We reserve the right to modify or amend these Terms, the Platform, or any content on either one of the platforms from time to time, including for security, legal, or regulatory reasons, as well as to reflect updates or changes to the services or functionality of the Platform. you are advised to check these Terms periodically to ensure that you are cognizant of the current versions and comply with them. Users of the Platform and the Services are bound by these changes which shall take immediate effect after the revised versions of these Terms have been published on the Platform or mobile application. Through your continued use of or interaction with the Platform, the Services, tools, and information made available on these platforms, you thereby accept and agree to be bound by the provisions highlighted in the subsequent versions.
We will provide a notification on the Platform specifying that changes have been made to these Terms whenever they occur. By accepting the notification, you accept that we have provided you with sufficient notice of any changes. You should seek professional advice regarding any possible legal requirements you must comply with in relation to the use of the Platform, the Service or the relevant tools provided on the Platform or the Partners.
“Affiliate” refers to in relation in any party, any other company which, directly or indirectly, (i) is controlled by that party, (ii) controls that party, or (iii) is under common control with that party, and in respect of us, shall also include any fund, limited partnership or other collective investment vehicle or other person which is managed or advised by us.
“Token” refers to a blockchain-based token which is issued, stored, transferred, transacted on the Solana blockchain network.
“Applicable Laws” refers to acts, statutes, regulations, ordinances, treaties, guidelines, and policies issued by governmental organizations or regulatory bodies, including, but not limited to, the governing law stipulated under Laws of the Marshal Islands.
“Confidential Information” refers to any non-public, proprietary information or documents of or related to the user or us(whether in writing, orally or by any other means) by or on behalf of the user to us and which if disclose in tangible or intangible form is marked confidential (including in visual, oral, or electronic form) relating to us or any other user that was previously a user, which is provided or disclosed through us(or to any employees or agents) in connection with the use or participate in the services
“Content” refers to all content generated by us, including logos, identifying marks, images, illustrations, designs, icons, photographs, videos, text, any written or multimedia materials, services, advertisements, software, code, data, files, archives, folders, or available downloads on the Platform or services.
“Cookies” refer to the small text files that are placed on your computer by the Platform that you visit. They are widely used in order to make Websites work, or work more efficiently, as well as to provide information to the owner of the site.
“NFT” refers to a Non-Fungible token which issued, stored, transferred and transacted on the Solana blockchain network.
“Partners” refers to other service providers that we partner with as announced on the Platform from time to time.
“Prohibited Jurisdictions” specifically refer to Bulgaria, Burkina Faso, Cameroon, Croatia, Democratic People’s Republic of the Congo, Democratic People’s Republic of Korea, Haiti, Iran, Kenya, Mali, Monaco, Mozambique, Namibia, Nigeria, Philippines, Senegal, South Africa, South Sudan, Syria, Tanzania, Venezuela, United States of America, Vietnam and Yemen.
“Services” refer to the services provided to the users through the Platform and accessibility for other available services provided by DApps integrated throughout the Platform, which may be subject to periodic update.
“Solana Network” refers to a decentralized blockchain upon which the Tokens operates.
These Terms constitute a valid and binding agreement between the Parties for using or accessing any service on the Platform. The binding obligations stipulated in these Terms are enforceable.
We reserve the right to revise, amend, or update any clauses and provisions stipulated in these Terms in its sole discretion at any time. We may notify the revision or amendment of such clauses or provisions by updating these Terms and specify the ‘Last Revised Date’ displayed on a page of Terms and Conditions. Any revisions and updates on these Terms will be automatically effective upon their publication on the Platform, which includes the Platform. Therefore, your continuity of accessing or using the Platform, and/or Services will be deemed that you agree to have read, understood, and accepted all revised terms and provisions. If you do not agree on any revised or updated terms and provisions, you should immediately stop accessing the Platform or using the Services. You are encouraged to frequently and carefully review these Terms to ensure that you understand these Terms.
You acknowledge and confirm that you have read, understood, and agreed to provisions stipulated in the Platform’s Privacy Policy, which will explain how we treat your information and protect your privacy when accessing or using the Platform.
By using the Platform, you hereby agree that we may collect, use your information, and anonymised data pertaining to your use of the Services for analytics, trends’ identification, and purpose of statistics to further enhance the effectiveness and efficiency of the Services.
You hereby expressly authorise us to disclose any and all information relating to you in our possession to any law enforcement or government officials upon the request by the court order.
The Platform may contain hypertexts, or links to gain access to the third-party website and/or applications or DApps or employ the use of API integrations to the third-party applications that are not owned or controlled by us. Such hypertexts or links are solely provided for your convenience and seamless use of the Services.
A link from a third-party does not mean that we endorse or approve the content on such a website or does not mean that we are an operator of that website. You understand that access to and use of any third-party applications is at your own risk and you are solely responsible for determining the extent to which you may use or rely upon any content at any other third-party Services websites which you have accessed from the Platform. We accept no reasonability for them or for any loss or damage incurred in connection with the use of any third-party website or application, or any transaction you consummate in connection with your use or access of any third-party website.
We assume no responsibility for the use of, or inability to use, any third-party’s services software, other materials, or contents posted and/or uploaded on such a website and we will have no liability whatsoever to any person or entity for any inaccuracy or incompleteness of such third-party content. We encourage you to be aware when you utilise this third-party website or application, and to read/understand terms and conditions and privacy policy of each other third-party website or application that you utilise. All intellectual property rights in and to Third Party Services are property of the respective third parties.
We merely facilitate the users’ accessibility to the Services and do not provide you with any warranty or representation whatsoever regarding its quality, value, specification, fitness for the purpose, completeness or accuracy of its technology or infrastructure of the system or interface.
To the extent permitted by applicable laws, the Platform and the Services are provided on an ‘AS IS’ and ‘AS AVAILABLE’ basis. We do not warrant, either express or implied, that the features, and functions contained on the Platform and the Services will satisfy your preferences. You hereby agree and acknowledge that your access and use of the Platform and the Services are at your own risk, and you will be liable for any responsibility, consequences, and/or loss that may arise out of or in connection with the usage or accessibility of the Platform and the Services. You expressly agree that we will have absolutely no liability in this regard.
We hereby disclaim all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement and fitness for particular purpose.
You hereby agree and acknowledge that the Platform may contain links to a third-party website or services that are not owned or even controlled by us, thus we will hold no responsibility for the content or services, goods, or activities provided by such third-party website. You further agree that we have no liability directly or indirectly for any damage, loss, or consequence arising out of or in connection with the usage or reliance of any content, material, services available through the third-party website.
We reserve the right to limit the availability of the Platform to any person, geographic area, or jurisdiction we so desire and/or terminate your access to and use of the Platform and the Services, at any time and in our sole discretion.
We may, at our sole discretion, impose limits or restrictions on the use you make of the Platform. Further, for commercial, security, technical, maintenance, legal or regulatory reasons, or due to any breach of these Terms, we may limit your access to the Platform and the Services at any time and without notice to you.
You acknowledge that you are solely responsible for any submissions of all contents, remarks, suggestions, ideas, materials, feedbacks, or other information, including bug reports in relation to the Services provided through the Platform including any submission to our social media platforms such as Twitter and Telegram, and you, not us, have full responsibility for such submissions, including their accuracy, legality, reliability, appropriateness, originality, and copyright. We shall reply to the information you have provided and will not verify it. Notwithstanding the foregoing, we have the right to refuse to post, remove, edit, or abridge any submission for any reason and to freely use, copy, disclose, publish, display, or exploit such submission as we deem necessary without any payment of royalty, acknowledgement prior to consent, we may retain copies of all information materials relevant to the Service.
All present and future copyright, title, interests in and to the Services, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights that exist in or in relation to the use and access of the Platform and the Services are owned by or otherwise licensed to us. Subject to your compliance with these Terms, we grant you a non-exclusive, non-sublicense, and any limited license to merely use or access the Platform and the Services in the permitted hereunder.
Except as expressly stated in these Terms, nothing in these Terms should be construed as conferring any right in or license to ‘s or any other third party’s intellectual rights.
If and to the extent that any such intellectual property rights are vested in you by operation of law or otherwise, you agree to do any and all such acts and execute any and all such documents as we may reasonably request in order to assign such intellectual property rights back to us.
You agree and acknowledge that all Platform content must not be copied or reproduced, modified, redistributed, used, created for derivative works, or otherwise dealt with for any other reason without being granted a written consent from us.
Third parties participating on the Platform may permit us to utilise trademarks, copyrighted material, and other intellectual property associated with their businesses. We will not warrant or represent that the content of the Platform does not infringe the rights of any third party.
Services offered through the Platform are strictly available to the users who are eighteen (18) years of age or older and have full capacity and authority under the application laws to agree and bind themselves to these Terms. Any access, registration by or use of the Services by any user who is under eighteen (18) years is unauthorised and in violation of these Terms.
To participate in the Bonus Program, users must first create an account on the Platform by providing a valid email address and completing the registration process as specified on the platform. Users may connect to the Platform using a compatible wallet, such as Phantom.
By registering, the user agrees to provide accurate, current, and complete information and to keep such information updated as necessary. The platform reserves the right to suspend or terminate accounts that provide false or incomplete information.
Once registered, the user can choose if it would like to become a Partner or purchase NFT. The Partner ID will enable the user to receive a referral code and build a referral network.
After registering, users must select a “NFT Package” from the available options listed on the platform before being eligible to participate.
The available NFT Packages may vary in price, content, and benefits, and are subject to the terms set forth on the platform. Users are responsible for reviewing the details of each package before making a selection. The available NFT packages are as follows:
The user may choose extra rewards and bonuses by staking the NFT for a period of time after the launch of the Token. The User may choose to hold for yield potential and additional bonuses at their discretion.
Users are required to pay for their selected NFT Package using one of the payment methods accepted by the platform, including but not limited to $SOL (Solana) or USDT/USDC (Ethereum, BSC, Tron and Solana. Where a user wishes to use the third-party payment processor (Moonpay), they are subject to supported payment methods of that platform.
Participation in the Bonus Program is contingent upon the successful completion of payment. No user will be granted access to the Bonus Program until the payment is processed and confirmed by the platform.
All payments are subject to the platform’s payment terms as outlined in these Terms of Service and other applicable platform policies.
The User will be able to see in their dashboard the respective purchased NFT(s) or pending NFT(s). The User will be alerted in the dashboard as to new NFT and/or Token launches that will be available based on the users NFT packaged respectively. Terms and conditions of these new Tokens and/or NFT(s) will be available on their respective portals.
In the event of any misuse and/or abuse of the Platform or breach of any provision in these Terms, we reserve the right to block your access to the Platform and other Services until the matter is solved.
Use of the Platform for transmission, publication or storage of any material on or via the Platform which is in violation of any applicable laws or regulations or any third-party’s rights is strictly prohibited, including but not limited to the use of the Platform or the transmission, distribution, publication or storage any material on or via the Platform in a matter or for the purpose which infringes copyright, trademark, trade secret or other intellectual property rights, is obscene or harmful to minors or constitutes an illegal act or harassment, is libellous or defamatory, violates any privacy or data protections laws, is fraudulent or breaches any exchange control laws.
You hereby agree to make the following representations and warranties by accessing to the Platform and/or using the Services:
You have full capacity and authority under the applicable laws to agree and bind yourself to these Terms.
You are not a citizen or a resident of the Prohibited Jurisdictions, and you do not have any relevant connection with any of the Prohibited Jurisdictions.
You are aware and agree to comply with all applicable domestic and international laws, statutes, ordinances, and regulations applicable to your use of the Platform and the Services. Your use of the Platform and the Services are not for any unlawful or illegal purposes.
You are the exclusive owner of Tokens and NFTs, your cryptocurrencies and other tokens. The digital assets maintained in your wallet are not and will not be derived from money laundering, terrorist financing, fraud, or any other illegal activities under any applicable laws. You further hereby acknowledge and agree that we will not be responsible for actions taken by you that result in the loss or destruction of the value of the digital assets and rewards you hold in the wallet.
You validly undertake any action or enter into any transaction with regard to these Terms. You are solely responsible for use of the Platform and the Services for all activities, or transactions that occur on or through your wallet.
You will provide only accurate, complete, and up-to-date information and documents, if any, for the purposes of accessing or using or participating in the Services on the Platform. You will further agree to put your effort to ensure that the confidentiality of your personal or credential information, including your wallet address, your private key, your seed phrase is restricted, and safely maintained to your device or any physical material you use to keep them.
You acknowledge and agree that if you lose access to the wallet or lose your private key, we will not be able to help you recover these losses, or transfer any cryptocurrency or token back to your wallet. It will be your solely responsibility to manage your digital assets and your wallet.
You will be responsible for obtaining the data network access necessary to use the Platform. Your network’s data and rates and fees may apply if you access or use the Platform from a wireless-enabled device, and you will be responsible for such rates and fees.
You understand and be aware of risks associated with accessing or using or participating in our Services, and you will be fully liable at your own risk.
You are aware that you are subject to tax regulations in the jurisdiction you reside in and will be fully responsible for filling or reporting any taxes and paying them as required by the Applicable Laws. We will not be liable to compensate you for your tax obligations or advise you in relation to your tax obligations. Any uncertainties and unpredictable matters in tax legislation with respect to any tokens may expose you to any unknown or unforeseeable tax implications associated with your holding of tokens and the use of the Services for which we will have no liability. Moreover, you will not hold us liable for any expense or loss incurring from unknown or unforeseeable tax implications.
You will not breach any of the provisions stipulated in these Terms, the Privacy Policy, or any Applicable Laws in any relevant jurisdictions.
You will not use the Platform and the Services in one of any following manners, except as expressly permitted in these Terms, or at our discretion.
You will not:
You will defend, indemnify, and not hold us, our Affiliates, our Partners, each of their respective employees, officers, directors, and representatives on any liability to and against any claim, damage, loss, liabilities, costs, and expenses (including reasonable attorney’s fees), arising out of or relating to any third-party claim concerning these Terms, or your use of the Services in violation of these Terms and Applicable Laws.
Each of the User’s Representations and warranties under this Clause 10 shall survive and continue to remain in full force and effect after the termination and/or the expiration of these Terms.
By accessing the Platform or using the Services, you expressly acknowledge and assume the following risks:
Tokens or any digital currencies are not issued by any central banks or national, supra-national, or quasi-national organizations. They are also not backed by any hard assets or other credit. The value of tokens or any digital currencies is affected by several factors, including but not limited to, the total number of tokens or any digital currencies in existence, the continued willingness of market participants to exchange government-issued currency for tokens or digital currencies, purchasers’ expectations with respect to the rate of inflation of fiat currencies, purchasers’ expectations with respect to the rate of deflation of cryptocurrencies, interest rates, currency exchange rates, cyber theft of cryptocurrencies from online digital wallet providers, or news of such theft from such providers or individuals’ digital wallets, investment and trading activities of large investors, monetary policies of the governments, trade restrictions, currency devaluations and revaluations, regulatory measures, the global or regional political, economic or financial events and situations. Thus, all these factors will affect the value of a particular token or digital currency. No one will be obliged to guarantee the liquidity or the market price of any of the tokens or digital currencies maintained into your Wallet. The volatility and unpredictability of the value of tokens or digital currencies relative to the government-issued currency may result in a significant loss over a short period of time.
The regulatory framework relating to tokens or digital currencies remains unsettled, and any laws, regulations, or guidelines may be significantly revised and amended which will materially and adversely affect the value of tokens or digital currencies and your services on the Platform or our Platform.
Affected the obligations stipulated in these Terms, we may experience system failures, unplanned interruptions in any blockchain network, and/or the Services, hardware or software defects, security breaches or other causes that could adversely affect our infrastructure, which includes the Platform or our Platform.
We are unable to anticipate the occurrence of hacks, phishing, cyber-attacks, mining attacks, including but not limited to double-spend attacks, majority mining power attacks and selfish-mining attacks, distributed denial of service attacks or errors, vulnerabilities, or defects on the Platform, NFTs, Users’ wallets or any technology, including but not limited to smart contract technology. Also, we are unable to detect the hacks as mentioned earlier, mining attacks, cyber-attacks, distributed denials of service errors, vulnerabilities, or defects in a timely manner and do not have sufficient resources to efficiently cope with multiple service incidents happening simultaneously or in rapid succession.
In addition, our network or the services could be disrupted by numerous events, including natural disasters, equipment breakdown, network connectivity downtime, power losses, or even intentional disruptions of its services, such as disruptions caused by software viruses or attacks by unauthorised users, some of which are beyond our control. Although we have taken steps and used its best endeavour against malicious attacks on its appliances or its infrastructure, which are critical for the maintenance of the Platform and the Services, there can be no assurance that cyber-attacks, such as distributed denials of the Service, will not be attempted in the future, and that our enhanced security measures will be effective. Any significant breach of our security measures or other disruptions resulting in a compromise of the usability, stability and security of our network or the services may adversely affect NFTs or Tokens.
We will have no liability for any delay, error, interruption, or failure to perform any obligation under these Terms where the delay or failure is directly or indirectly resulting from any causes beyond our control, including, but not limited to:
Acts of God, nature, court or government;
Failure or interruption of public or private telecommunication networks, the failure of any blockchain system, failure from any DApps integrated in our Platform, communication channels or information systems;
Acts or omission of acts of a party for whom We are not responsible;
Delay, failure, or interruption in, or unavailability of, third-party services;
Strikes, lockouts, labour disputes, wars, terrorist acts and riots.
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES AND ANY DAPP INTEGRATED INTO THE WEBSITE IS COMPLETELY AT YOUR OWN RISK. THIS CLAUSE IS NOT EXHAUSTIVE AND DOES NOT DISCLOSE ALL THE RISKS ASSOCIATED WITH DIGITAL CURRENCIES, EMERGING TECHNOLOGIES, AND THE USE OF SERVICES. THEREFORE, YOU ARE RECOMMENDED TO CAREFULLY CONSIDER WHETHER SUCH USE IS SUITABLE FOR YOU IN LIGHT OF YOUR JUDGEMENT, CIRCUMSTANCES, AND FINANCIAL POSITION.
NOTWITHSTANDING ANY PROVISIONS WITHIN THESE TERMS, IN NO EVENT WILL WE, OUR AFFILIATES, OUR PARTNERS, OR OUR EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO THE USER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGE OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR OTHER SUCH WEBSITES, OR ANY OTHER SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE, OR OTHER SUCH WEBSITES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF YOUR CREDENTIAL INFORMATION, LOSS OR INTERRUPTION OF TECHNOLOGY, LOSS OF USE OF SERVICE OR EQUIPMENT, EVEN IF THE USER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND WHETHER ARISING UNDER A THEORY OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. WE WILL ALSO HAVE NO LIABILITY FOR ANY EMERGENCY AND/OR UNFORESEEABLE INCIDENTS RELATED TO YOUR USE OF THE SERVICES ON THE WEBSITE SUCH AS STOLEN PRIVATE KEYS, OR HACKED WALLETS.
Except as expressly provided in these Terms, and to the maximum extent permitted by any Applicable Laws, we disclaim all other representations or warranties, express or implied, made to you, your affiliates, your partners, or any other person, including, without limitation, any warranties regarding the quality, suitability, merchantability, fitness for a particular purpose or otherwise (regardless of any course of dealing, custom or usage of trade) of any service provided incidental to the Services under these Terms.
In no event will our aggregate liability for any loss or damage that arises in connection with the Services exceed the purchase amount you paid to participate in the Service, if any, during a twelve (12) month period immediately preceding the event that gave rise to the claim for liability. The preceding limitations of liability will apply to the fullest actual amount you paid to participate in or access in the Service.
Except as expressly provided in these Terms, and to the fullest extent permitted by any Applicable Laws, we, our Affiliates, our Partners, and our related parties each disclaim all liabilities to you for any loss or damage arising out of or due to:
your use of, inability to use, or availability or unavailability of the Services, including any Third Party Services made available through the Services;
the occurrence or existence of any defect, interruption, deletion of files, delays in the operation or transmission of information to, from, or through the Services, communications failure, theft, destruction or unauthorised access to our records, programs, services, server, or other infrastructure relating to the Services;
the Services being infected with any malicious code or viruses; or
the failure of the Services to remain operational for any period of time.
You irrevocably undertake the responsibility of fully indemnifying and holding harmless each of us, our Affiliates, our Partners, licensors, shareholders, officers, directors, managers, employees, and agents from and against any and all losses, claims, actions, proceedings, damages, demands, judgements, sums, liabilities, damages, costs, charges and expenses, including, but not limited to, any reasonable attorney’s fees or penalties imposed by any regulatory authority, and reimbursements arising out of or related to the following situations:
Your use or any person using the Services or the wallet on your behalf or participation in accordance with the Services on the Platform;
Your breach of or our enforcement of these Terms;
Any violations of Applicable Laws, regulation, or rights of any third-party during your use or participation in the Service.
If you are obligated to indemnify us, our Affiliates, our Partners, shareholders, licensors, officers, directors, managers, employees, and agents, we will have the right, at our sole discretion, to control any action or proceeding and to determine whether we wish to proceed, or settle, and if so, on what terms or provisions.
These Terms will be immediately terminated by discontinuing your use of or participating in the Services and you agree to terminate the accessibility on the Platform.
These Terms can be suspended or terminated without a notice from us if there is a reasonable ground for us to believe that you have breached any of the terms or provisions stipulated in these Terms, or if you do not comply with these Terms.
The termination of these Terms will not prevent us from seeking remedies from you in the case where you have breached any terms or provisions of these Terms before such termination. We will not be liable to you or to any third party for any termination, suspension, or modification of your access to the Services.
Any ongoing obligation to you as well as the provisions regarding (i) our Intellectual Property, (ii) No solicitation or offering, (iii) Indemnification, (iv) Limitation of liability, and (v) any other provisions designed to survive, will survive any termination or expiration of these Terms for any reason.
We are merely a technology platform, and are not your broker, intermediary, agent, or legal advisor and have no fiduciary relationship or obligation to you in connection with any decisions or activities affected by you using the Platform or the Services. No communication or information provided to you by us is intended as or will be considered or construed as, the solicitation of an offer to buy, the investment advice, financial advice, legal advice, or any other sort of advice. All Services, transactions, and Investments will be executed automatically based on the parameters of your consideration.
You will be solely responsible for determining whether any Services, or investments are suitable and match your interests according to your judgement, objectives, circumstances, and risk tolerance. You will be solely responsible for any losses or liabilities therefrom.
Before executing any transactions, purchase NFTs, Tokens, cryptocurrencies or tokens through the Platform, you should consult with your independent financial, legal, or tax professionals. We will not be liable for the decisions you make to access and execute any transaction through the Platform.
Any notice, requests, demands, and determinations for us under these Terms (other than routine operational communications) will be sent to contact@memeseason.xyz or at the Platform.
PLEASE READ THIS SECTION CAREFULLY AS IT INVOLVES A WAIVER OF CERTAIN RIGHTS TO BRING LEGAL PROCEEDINGS, INCLUDING A CLASS ACTION.
Please contact us first. We will seek to address your concerns without resorting to formal legal proceedings whenever possible. If you have a dispute with us, you should contact us directly, and a case number will be assigned. We will attempt to resolve your dispute internally as soon as possible. The parties will agree to negotiate in good faith to resolve the dispute and discussions will remain confidential and subject to applicable laws protecting settlement discussions from use as evidence in any legal proceeding.
The Parties agree that subject to paragraph 14.1 above, any dispute, claim, or controversy between the Parties that arises in connection with, or relating in any way, to these Terms, or to your relationship with us as a user of the Services (whether by contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) will be determined by a mandatory final and binding individual arbitration rather than a class action, except as set forth below under Exceptions to the Agreement to Arbitrate.
All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The seat of the arbitration shall be Majuro, Marshal Islands. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
The governing law of the arbitration will be that of the Marshal Islands.
The Parties agree that the arbitration will be kept confidential. The existence of the arbitration, any non-public information provided in the arbitration, and any submissions, orders or awards made in the arbitration will not be disclosed to any non-parties except the tribunal, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to facilitate the arbitration.
The Parties agree that any claims relevant to these Terms, or your relationship with us will be brought against the other party in arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. The Parties further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable laws.
If any of the provisions in these Terms is found by a court of competent authority to be invalid, void, unlawful or unenforceable under any applicable laws, such unenforceability or invalidity will not render these Terms unenforceable or invalid as a whole, and such provisions will be deleted without affecting the remaining provisions herein.
We have the right to revise these Terms at our sole discretion at any time, and by using the Platform, you will be expected to review such Terms regularly to ensure that you understand all provisions stipulated in these Terms.
We will be allowed to assign, transfer, and subcontract Our rights and/or obligations under these Terms without the need to provide you any notification or acquire your consent. Nevertheless, you will not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.
These Terms, including the Privacy Policy and any rules contained on the Platform, constitute the sole and entire agreement between the Parties with respect to your use of the Platform, and supersedes other prior or contemporaneous negotiations, discussions, agreements, understandings, representations, and warranties, both written and oral, between the Parties with respect to such subject matter.
Nothing in these Terms will be deemed to create any rights to any creditors or other persons, not a party hereto. Moreover, these Terms will not be construed, in any respect, to be a contract, in whole or in part, for the benefit of any third parties.
We may deliver the Services through electronic means such as download links, graphical, Tools or other technologies for providing the Service for users. The user interfaces to such electronic means may require that the users agree to these Terms by checking a box, clicking a button, or continuing with the Services. The user complying through such actions shall become a Party to these Terms. Such an action of acceptance shall be sufficient to bind the users to the terms and conditions herein these Terms.
The failure of one Party to require the performance of any provision will not affect that Party’s right to require performance at any time thereafter. At the same time, the waiver of one Party to seek recovery for the other Party’s violation of these Terms of any provisions of applicable terms will not constitute a waiver by that Party of any subsequent breach or violation by the other Party or of the provision itself.
