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Terms of Service

Last Revised on April 18, 2024 Welcome to the Terms of Service (these “Terms”) for the website www.uniocoin.io (the “Website”), and all content and functionalities accessible via our Website (collectively, the “Services”), as operated by or on behalf of Unio Foundation (“Foundation,” “we,” or “us”), a Panama foundation company. These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services. For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf. Section 9 contains an arbitration clause. By agreeing to these Terms, you agree to resolve all disputes with us related to the Services through binding individual arbitration (unless expressly provided otherwise in Section 9), which means that you waive any right to have those disputes decided by a judge or jury.

Welcome to the Terms of Service (these “Terms” or this “Agreement”) for the website www.uniocoin.io (the “Website”), and all content and functionalities accessible via our Website (collectively, the “Services”), as operated by or on behalf of Uniotoken Foundation (“Foundation,” “we,” or “us”), a Panama foundation. These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights.

This Agreement hereby incorporates by this reference any additional terms and conditions with respect to the Website and/or Services posted by the Foundation to the Website and/or Services or otherwise made available to you, including without limitation, during the creation, acquisition, transfer or modification of tokens, our Services and software provided in connection with those Services.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. PLEASE READ IT CAREFULLY.

GENERAL AGREEMENT

By accessing or using the Website and/or Services, you agree that you have read, understood and accept all of the terms and conditions contained in this Agreement as well as our privacy policy posted by the Foundation to the Website or otherwise made available to you (the “Privacy Policy”). You also represent that you have the legal authority to accept these Terms on behalf of yourself and any party you represent in connection with your use of the Website and Services. If you are an individual accessing or using the Website or Services on behalf of or for the benefit of, any corporation, partnership or other entity with which you are associated (“Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual using the Website or Services and to any such Organization.

We may, in our sole and absolute discretion, without liability to you or any third-party, refuse to let you use the Website and/or the Services. Such actions may be taken as a result of a number of factors, including, without limitation, legal or regulatory requirements or demand, our discretion or your violation of the terms of this Agreement. We may also temporarily suspend your access to the Website and/or Services due to any technical problems, within or outside of our control.

For purposes of this Agreement, “Affiliates” means our parents, subsidiaries, affiliates and service providers and each of their and our respective licensees, successors and assigns.

DIGITAL WALLETS

To use certain of the Services, you need to link to the Services via a non-custodial wallet made available by one or more third parties (a “Third-Party Wallet”), and that is compatible with the Avalanche network and the Services. A list of supported wallets may be displayed by us, such as on the Website. Linking a Third-Party Wallet to the Services is required to be able to purchase, store, and engage in certain transactions using the Services. We may not be able to help you recover assets associated with your Third-Party Wallet . We do not own or control the assets associated with your Third-Party Wallet . We accept no responsibility or liability to you in connection with your use of a Third-Party Wallet and make no representations or warranties regarding how the Services will operate with any specific Third-Party Wallet. The private keys, credentials, passwords, seed phrases, or secret recovery passphrases necessary to decrypt or gain access to a Third-Party Wallet are held solely by you, and not by us. If you choose to transfer items from one Third-Party Wallet to another, such transfers will occur on a public blockchain we accept no liability or responsibility for any such transfer, including for any loss, data corruption, or other negative impact that may occur to your Offerings or Third-Party Wallets or other assets when attempting to transfer assets between Third-Party Wallets. We reserve the right, with or without prior notice and in our sole and complete discretion, to discontinue, modify, or limit the operation of any Third-Party Wallet with the Services. You represent and warrant that you are the lawful owner of any Third-Party Wallet and that you are using that Third-Party Wallet under the terms and conditions of the applicable provider of the Third-Party Wallet.

To the extent that you use a Third-Party Wallet, the following additional terms apply:

  • Third-Party Wallets are not associated with, maintained by, controlled by, or affiliated with us. If you have any issues with your Third-Party Wallet, please contact the applicable provider. You represent and warrant that you are the lawful owner of any Third-Party Wallet and that you are using that Third-Party Wallet under the terms and conditions of the applicable provider of the Third-Party Wallet.

“Offerings” include, without limitation, any digital asset, virtual currency, cryptocurrency or cryptographic token or other tokenized store of value that may be offered by the Foundation.

GAS FEES

Certain blockchains require the payment of a transaction fee (“Gas Fee”) for every transaction that occurs on a blockchain network. The Gas Fee funds the network of computers that run the decentralized blockchain associated with the Website. This means that you may need to pay a Gas Fee for each transaction you make through the Services. Accordingly, you must ensure that you have a sufficient balance of digital currency stored in your wallet to complete any transaction on the Services before initiating such transactions. We will make reasonable efforts to notify you of any Gas Fees before initiating any Services that require the use of a blockchain network.

You may be subject to certain additional fees and commissions, including fees imposed by us. While we do not currently charge for the use of any of our Services or access to the Website, we reserve the right to levy additional fees in the future, including fees for access to information or service fees to support the operation of the Website and/or Services. You agree to promptly pay such fees and commissions, as set forth on the Website and as applicable to you and the transactions and services you receive, which we may modify from time to time. In the event that we add fees to the Website or Services, we will alert you in writing prior to any such fees going into effect.

WALLET TRANSFERS

You should confirm all information before you make any transfers to any Third-Party Wallet. The Foundation will bear no liability or responsibility if you enter an incorrect blockchain destination address, incorrect Destination Tag/Memo or send your tokens to an incompatible or someone else’s Third-Party Wallet. We do not guarantee the identity or value received by a recipient of an outbound transfer of tokens from the Services to any Third-Party Wallets.

PROMOTIONAL CODES

We may offer certain promotional codes, referral codes, discount codes, coupon codes, or similar offers (“Promotional Codes”) that may be redeemed for discounts on future Offerings, or other features or benefits related to the Services, subject to any additional terms that the Foundation establishes. You agree that Promotional Codes: (a) must be used in a lawful manner; (b) must be used for the intended audience and purpose; (c) may not be duplicated, sold, or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by the Foundation; (d) may be disabled or have additional conditions applied to them by the Foundation at any time for any reason without liability to the Foundation; (e) may only be used pursuant to the specific terms that the Foundation establishes for such Promotional Code; (f) are not valid for cash or other credits or points; and (g) may expire prior to your use.

We may, at any time, revise or change the pricing, availability, specifications, content, descriptions, or features of any Offerings sold by us, and to correct pricing errors that may inadvertently occur (and to cancel any orders in our sole discretion that were purchased with pricing errors). All such changes shall be effective immediately upon posting of such new Offerings prices to the Services. While we attempt to be as accurate as we can in our descriptions for the Offerings, we do not warrant that Offerings descriptions are accurate, complete, reliable, current, or error-free. The inclusion of any Offerings for purchase through the Services at a particular time does not imply or warrant that the Offerings will be available at any other time. We reserve the right to change prices for Offerings displayed on the Services at any time.

NO REFUNDS

ALL SALES FINAL. ALL PURCHASES MADE THROUGH THE SERVICES ARE FINAL AND NON-REFUNDABLE, EXCEPT AS REQUIRED BY APPLICABLE LAW OR REGULATION (AND IN SUCH INSTANCES WHERE REQUIRED BY APPLICABLE LAW, THE FOUNDATION’S ABILITY TO ISSUE ANY SUCH REFUND IS LIMITED TO WHETHER THE APPLICABLE SMART CONTRACT ENABLES THE FOUNDATION TO REASONABLY REVERSE OR CANCEL A TRANSACTION). NEVERTHELESS, YOU ACKNOWLEDGE THAT THE FOUNDATION DOES NOT IN MOST CASES HAVE THE ABILITY TO REVERSE OR CANCEL A TRANSACTION AND IS NOT REQUIRED OR OBLIGATED TO PROVIDE A REFUND OF ANY PURCHASE FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR TIME, ITEMS, AMOUNTS, OR VALUES, EVEN IF AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY.

ELIGIBILITY

You must be 18 years of age or older to use the Services. Additional aspects of the Services may have further age restrictions that will be presented to you in connection with those Services. Minors under the age of majority in their jurisdiction but that are at least 18 years of age are only permitted to use the Services if the minor’s parent or guardian or other holder of parental authority accepts these Terms on the minor’s behalf prior to use of the Services. Individuals under the age of 18 are not permitted to use the Services. You cannot use the Services if (1) the Office of Foreign Assets Control of the United States Treasury Department lists you as a specially designated national and/or blocked person; (2) the Bureau of Industry and Security of the United States Department of Commerce lists you on its denied persons list or lists of parties of concern; or (3) either you, the country you are located in, or persons connected to you, are on any similar list promulgated by an official agency or department of the United States government, the United Nations Security Council, the European Union or the United Kingdom’s Office of Financial Sanctions Implementation (collectively, “Restricted Persons”). Further, if you use the Services, you may not transfer or provide to us any currency, digital assets, or other items that have been derived from any illegal or unlawful activity. By using the Services, you represent and warrant that you meet these all requirements.

SANCTIONS

By using the Website and/or Services, you further represent and warrant that you are not (i) the subject of sanctions administered or enforced by the United States (including without limitation the U.S. Department of the Treasury’s Office of Foreign Asset Control), the United Kingdom, the European Union or any other governmental authority (“Sanctions”) or (ii) organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.

USER ACCOUNTS

Though your linked Third-Party Wallet will function as a unique identifier for you in respect of your use of certain portions of the Services, we may additionally require you to create an account in order to use certain portions of the Services (to the extent applicable, your “Account”). To the extent that we require you to create an Account, we will provide you with instructions on how to do so, and once created, how to access, edit, and update your Account. In your creation, editing, or updating of any such Account, you agree to provide us with accurate, complete, and updated information. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account.

LICENSE GRANT

Subject to your compliance with these Terms, the Foundation hereby grants to you, a personal, worldwide, royalty-free, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license to access and use the software provided to you as part of the Services (and, to the extent we offer you any software for download as part of the Services, to download, install, and execute a single copy of such software onto the equipment or device specified or approved by us). This license has the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by these Terms, and subject to the use restrictions described below. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Services or other actions that the Foundation, in its sole discretion, may elect to take.

We understand that part of what makes our community so great is its interest in developing tools and services that are helpful for other users of our Services and expand Unioverse the Game (“Game”), such as guild directories, Game-related guides, or other Game-related creative content (“User Services”). This section sets out your permissions to use the Uniotoken Foundation name and logo (“Unio Mark”), Unioverse name and logo (“Unioverse Mark”), in connection with such User Services, to reproduce and display the Foundation and Unioverse audiovisual assets, artwork, images for Game Items, and other Services-related content and content derived from the Services (“Content”) as part of your User Services. Subject to your compliance with these Terms, if you have developed a User Service that provides value to users of the Game (as determined in our sole discretion), the Foundation hereby grants to you a personal, worldwide, royalty-free, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license to use or reproduce the Unio Mark and Unioverse Mark but solely as needed to identify that your User Service is related to the Game, and a right to reproduce Content to be able to identify Content to users of User Services, and provided that in all cases (unless expressly authorized in writing by the Foundation), such uses: (i) are strictly for non-commercial and not-for-profit purposes; (ii) include the language “Inspired by Unioverse” in a prominent place; (iii) include the following notice in a prominent place “[Name of your use] is inspired by Unioverse. Unioverse is a trademark or registered trademark of Neon Machine, Inc. in the United States of America and elsewhere.”; (iv) do not use the Unio Mark, Unioverse Mark or Content in a manner that is likely to cause confusion, deception, or mistake about the source of the User Service; and (v) comply in all respects with any quality control guidelines that we may implement from time to time in our sole discretion. Notwithstanding the foregoing, we may at any time and in our sole discretion revoke the license granted in the preceding sentence and require that you discontinue any use or reproduction of any of our Unio Marks, Unioverse Marks, Content, copyrights, trademarks, service marks, trade names, slogans, logos, images, or other proprietary notations, and you agree to immediately comply with such requirement.

RESTRICTIONS ON YOUR USE OF THE SERVICES

You may not do, or assist others in doing, any of the following, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:

  • restrict, discourage or inhibit any other person from legal use of the Website or Services;
  • violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member through your use of the Website or Services;
  • download, reverse engineer, modify, copy, distribute, transmit, translate, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any Content or other materials or information contained on, or obtained from or through, the Services;
  • duplicate, decompile, reverse engineer, disassemble, decode or derive source code from the Services (including any underlying idea or algorithm), or attempt to do any of the same, except if we have permitted you to do so (such as under an open source license we have granted);
  • use, reproduce, or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed by the Foundation on or through the Services, including to promote, advertise, market, or sell any third-party product or service or merchandise, or for any other purpose not expressly authorized by Section 3.3(b) above;
  • use the Website or Services to create or enhance a competitive offering or for any purpose which is competitive to the Foundation;
  • use, offer, promote, advertise, make available, and/or distribute the following or assist therein:
    • automation software (bots) (i.e., any code and/or software, not expressly authorized by the Foundation, that allows the automated control of the Services,
    • hacks (i.e., accessing or modifying the software of the Services in any manner not expressly authorized by the Foundation),
    • modifications (mods) not expressly authorized by the Foundation, or
    • any other code and/or software, not expressly authorized by the Foundation, including third-party software, that can be used in connection with the Services
  • access or use the Services in any manner that could disable, overburden, damage, disrupt, or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software, or routine that causes the same;
  • attempt to gain unauthorized access to, interfere with, damage, or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
  • otherwise attempt to gain unauthorized access to or use of the Website or Services, nodes or computer systems connected to the Website or Services;
  • circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Services;
  • use any unauthorized robot, spider, crawlers, or other automatic device, process, software, or queries that intercepts, “mines,” scrapes, or otherwise accesses the Services to monitor, extract, copy, or collect information or data from or through the Services, or engage in any manual process to do the same, provided, however, that the Foundation may, at its sole and absolute discretion, allow the use of certain third-party user interfaces;
  • exploit a design flaw, undocumented problem, or program bug in the Services, including but not limited to creating, using, or transacting with any in-Game item created or copied by such exploit;
  • host, provide, or develop matchmaking services for the Game(s), or intercept, emulate, or redirect the communication protocols used by the Foundation in any way, for any purpose, including without limitation unauthorized play over the internet, network play (except as expressly authorized by the Foundation), or as part of content aggregation networks;
  • facilitate, create, or maintain any unauthorized connection to the Services including without limitation (i) any connection to any unauthorized server that emulates, or attempts to emulate, the Services; and (ii) any connection using third-party programs or tools not expressly authorized by the Foundation;
  • allow another party/person/entity access to your account information or game session or otherwise share your account;
  • attempt to sell, sublicense, rent, lease, grant a security interest in, or otherwise transfer any copy of the Services, any component thereof, or your rights to the Services to any other party in any way not expressly authorized herein;
  • introduce any viruses, trojan horses, worms, logic bombs, or other materials that are malicious or technologically harmful into our systems;
  • use the Services for illegal, harassing, unethical, or disruptive purposes, including engaging in any conduct intended to disrupt or diminish the game experience for other players or disrupt operation of the Foundation’s services in any way, including:
  • disrupting or assisting in the disruption of any computer used to support the Services, or
  • harassment, “griefing,” abusive behavior or chat, conduct intended to unreasonably undermine or disrupt the Game experiences of others, deliberate inactivity, or disconnecting;
  • use the Services in such a way as to infringe the privacy, intellectual property rights, or other rights of third parties;
  • violate any applicable law or regulation in connection with your access to or use of the Services; or
  • access or use the Services in any way not expressly permitted by these Terms.

You are responsible for providing the computer, mobile device, wireless service plan, software, Internet connections, and/or other equipment or services that you need to download, install, and use any aspect of the Services. We do not guarantee that any aspect of the Services can be accessed and used on any particular device or with any particular service plan. We do not guarantee that any aspect of the Services or will be available in, or that orders for Offerings can be placed from, any particular geographic location.

RIGHT TO MONITOR

THE FOUNDATION RESERVES THE RIGHT, BUT NOT THE RESPONSIBILITY OR ANY OBLIGATION, TO ACTIVELY MONITOR THE USE OF THE SERVICES AND USE ANY INFORMATION GATHERED DURING SUCH MONITORING FOR ANY PERMISSIBLE PURPOSES UNDER THE PRIVACY POLICY WHICH SETS OUT THE LEGAL BASIS FOR THE TRANSFER OF PERSONAL INFORMATION TO THE FOUNDATION.
OWNERSHIP AND CONTENT

OWNERSHIP OF THE SERVICES

The Services, including their “look and feel” (e.g., text, graphics, user interface, design, images, logos, icons, software), content, data, information, and other materials, are protected under copyright, trademark, and other intellectual property laws. You agree that the Foundation and/or its licensors own all right, title, and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (other than User Content, defined below), including, without limitation, the exclusive right to create derivative works.

OWNERSHIP OF TRADEMARKS

The Foundation’s name, stylized logos, and all related names, logos, product and service names, designs, and slogans are trademarks of the Foundation or its affiliates or licensors. Other names, logos, product and service names, designs, and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

RESERVATION OF RIGHTS

The Foundation reserves the right to bar any use of or transactions using the Services, for or with, any user with or without cause, at any time, subject to any limitations imposed by applicable law. In lieu of refusing access to the Website and/or Services, the Foundation may, in its sole and absolute discretion, perform due diligence. You may be subject to due diligence procedures in your use of the Website and/or Services. If you decline to provide requested information or otherwise do not reply timely or substantively with the documentation or data requested, the Foundation has the absolute discretion to immediately suspend or terminate your use of the Website and Services.

RELIANCE ON USER CONTENT AND INFORMATION POSTED

We do not warrant the accuracy, completeness or usefulness of any information posted on the Website or User Content. Any reliance you place on any information posted on the Website or User Content is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information or User Content by you or any other visitor to the Website or by anyone who may be informed of any of its contents.

The Website may include content provided by third-parties, including materials provided by other users, content creators, writers, artists, bloggers, third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials and all content, posts, articles and responses to questions and other content, other than the content provided by the Foundation, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Foundation. We are not responsible or liable to you or any third-party, for the content or accuracy of any materials provided by any third-parties.

GAME CONTENT

We may, at various times, permit you to buy certain game content such as downloadable content, virtual goods, and digital items to be used strictly and solely in connection with the Website (collectively, “Game Content”). Certain features and Game Content on the Website may be unavailable if not purchased. There may be times, at our sole discretion, where Game Content will be provided free of charge through air drops. The offering of Game Content via air drops at a particular time does not imply or warrant that the same Game Content will be available at any or all times. All features, content, capabilities, and specifications of Game Content described or depicted in the Website are subject to change at any time without notice. Game Content does not have monetary value, and may not be redeemed for legal currency, services, or items of value outside of the Website. Game Content obtained via the Website is provided to you under a limited, personal, revocable, non-transferable, non-sublicensable license to use within the Website. You have no property interest; right or title in or to any Game Content appearing or originating in the Website. We may terminate your license to Game Content at any time and at our sole discretion.

USER CONTENT

“User Content” means any and all information and content that a user submits to posts, uploads, is made available through the Services, or uses with, the Services, including, without limitation, user profiles, comments, user avatars, guild names, sound files, images, music files, game assets, and other user generated content. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate any applicable law and will be in full compliance with our acceptable use policy as may be updated from time to time. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by the Foundation. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates our User Content Standards. The Foundation is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

In order to operate the Services, we must obtain from you certain license rights in User Content so that actions we take in operating the Services are not considered legal violations. Accordingly, by using the Services and uploading User Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) User Content to be able to operate and provide the Services. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide, and irrevocable (for so long as User Content is stored with us), and include a right for us to make User Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose User Content to third parties if we determine such access is necessary to comply with our legal obligations. As part of the foregoing license grant you agree that the other users of the Services shall have the right to comment on and/or tag User Content and/or to use, publish, display, modify, or include a copy of User Content as part of their own use of the Services; except that the foregoing shall not apply to any of User Content that you post privately for non-public display on the Services.

By posting any User Content, you are representing and warranting that:

  • Your User Content does not violate the User Content Standards;
  • The creation, distribution, transmission, public display or performance and the accessing, downloading or copying of your User Content do not and will not infringe the proprietary rights, including but not limited to copyrights, patents, trademarks, trade secrets or moral rights of any third-party;
  • You are the original creator and owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize us to use your User content in any manner contemplated by these Terms of Service;
  • You have the written consent, release and/or permission of each and every identifiable individual person in your User Content to use the name or likeness of each and every such identifiable individual person and to enable inclusion and use of your User Content in any manner contemplated by these Terms;
  • Your User Content are not false, inaccurate or misleading;
  • Your User Content are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings or other forms of solicitation;
  • Your User Content do not violate the privacy or publicity rights of any third-party;
  • Your User Content do not otherwise violate or link to material that violates, any provision of these Terms or any applicable law.

You acknowledge and agree that the Foundation is under no obligation to edit or control User Content and will not be in any way responsible or liable for User Content. The Foundation may, however, at any time and without prior notice, filter, screen, remove, edit or block any User Content that, in our sole and absolute discretion, violates this Agreement or is otherwise objectionable. User Content that the Foundation determines is or could be interpreted to be abusive, bigoted, defamatory, harassing, harmful, infringing, obscene, offensive, pornographic, racist, threatening, unlawful, vulgar or otherwise inappropriate (collectively, “Offensive Content”) may be screened, removed, edited or blocked. Further, we may take any action we deem necessary and/or appropriate against any user who posts Offensive Content, including, but not limited to, suspending or terminating your use of the Website and Services.

We reserve the right to:

  • Remove or refuse to post any User Content for any or no reason in our sole discretion;
  • Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates these Terms, including the User Content Standards, infringes any intellectual property rights or other right of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for Foundation;
  • Disclose your identity or other information about you to any third-party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website or Services; and
  • Terminate or suspend your access to all or part of the Website or Services for any or no reason, including without limitation, any violation of these Terms.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose information of anyone posting any materials on or through the Website.

YOU WAIVE AND HOLD HARMLESS FOUNDATION AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, AFFILIATES AND ASSIGNS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY FOUNDATION OR ANY OF THE FOREGOING PARTIES DURING OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER FOUNDATION OR SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

We cannot review all material before it is posted on the Website and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third-party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

USER CONTENT STANDARDS

These content standards apply to any and all User Content.

User Content must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Content must not:

  • Contain any material that is obscene, lewd, lascivious, filthy, violent, harassing, disparaging, abusive, libelous, slanderous or otherwise objectionable (as determined by us or under applicable law);
  • Promote sexually explicit or pornographic material, including, without limitation, child pornography;
  • Contain any material that is used to threaten any other person or to promote violence against a specific person or class of people or intended to negatively affect the well-being of minors;
  • Contain any material that is discriminatory based on race, gender, religion, nationality, disability, sexual orientation or age;
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy;
  • Promote any illegal activity or advocate, promote or assist any unlawful act;
  • Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;
  • Impersonate any person or misrepresent your identity or affiliation with any person or organization; or
  • Give the impression that they emanate from or are endorsed by us, our Affiliates or any other person or entity.

THIRD-PARTY SERVICES AND MATERIALS

Certain Services may display, include, or make available content, data, information, applications, or materials from third parties (“Third-Party Materials”) or provide links to certain third-party websites. By using the Services, you acknowledge and agree that the Foundation is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third-Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third-Party Materials, or third-party websites, or for any other materials, products, or services of third parties. Third-Party Materials and links to other websites are provided solely as a convenience to you.
LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE FOUNDATION, ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, ATTORNEYS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE, THE WEBSITE, THE SERVICES, ANY WEBSITES LINKED TO THE WEBSITE OR SERVICES, ANY CONTENT ON THE WEBSITE OR THIRD-PARTY WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, VIOLATION OF PRIVACY RIGHTS, LOSS OF REVENUE, LOSS OF DIGITAL CURRENCY OR TOKENS, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL OR LOSS OF DATA AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY FOR FRAUD OR INTENTIONAL MISREPRESENTATION.

The foregoing does not affect any liability that cannot be excluded or limited under applicable law.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF THE WEBSITE, SERVICES AND ANY CONTENT OR USER CONTENT IS AT YOUR SOLE RISK. OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER THE FOUNDATION NOR ITS AFFILIATES MAKE ANY WARRANTY, EITHER EXPRESS OR IMPLIED, ABOUT THE WEBSITE OR SERVICES. THE WEBSITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE FOUNDATION NOR ITS AFFILIATES MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE OR SERVICES. WITHOUT LIMITING THE FOREGOING, THE FOUNDATION AND ITS AFFILIATES DO NOT REPRESENT OR WARRANT THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE, SERVICES OR THE SERVERS OR NODES THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THERE MAY BE INADVERTENT TECHNICAL OR FACTUAL INACCURACIES AND TYPOGRAPHICAL ERRORS IN INFORMATION OR MATERIALS ON THE WEBSITE OR SERVICES AND THE FOUNDATION MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS OR TIMELINESS OF SUCH INFORMATION OR MATERIALS. THE FOUNDATION PROVIDES NO GUARANTEES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER DATA. THE FOUNDATION EXPRESSLY DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS IN OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION OR MATERIALS CONTAINED ON THE WEBSITE OR SERVICES.

THE FOUNDATION MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE LIKELIHOOD OR PROBABILITY THAT YOUR PARTICIPATION ON THE WEBSITE OR SERVICES WILL ACHIEVE A PARTICULAR OUTCOME OR GOAL. PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE SUCCESS AND VOLATILITY MEANS THAT PERFORMANCE IN ANY PERIOD MAY BE FAR DIFFERENT FROM THAT OF PREVIOUS PERIODS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE FOUNDATION MAKES NO GUARANTEES OR OTHER COMMITMENTS ABOUT YOUR ABILITY TO ACCESS OR USE THE WEBSITE OR SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE FOUNDATION AND ITS AFFILIATES ALSO DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Some states or jurisdictions do not allow the disclaimer of implied warranties. In these instances, such disclaimers in this such do not apply to you.

We do not guarantee continuous, uninterrupted or secure access to any part of the Website or Services. The operation of our Website and Services may be interfered with by numerous factors outside of our control, including regulatory reasons and issues with the Website or Services. We will make reasonable efforts to ensure that transactions are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete transactions.

INDEMNIFICATION

The Foundation and its Affiliates and each of their respective officers, directors, agents, joint venturers, employees or representatives (collectively, the “Released Parties”), are not liable for any damages that may arise out of or in connection with your use of the Website and/or Services. This includes, but is not limited to, claims, applications, injuries, delays, direct loss, loss of investments, business or profits, business interruption costs, loss of goodwill or business profits, loss of digital currency or tokens, damage caused to your computer, computer software, systems and programs and the data thereon or any other direct or indirect, consequential or incidental damages. In addition, the Released Parties are not liable for any losses incurred, either directly or indirectly through your use of the Website or Services (collectively, all of the foregoing items shall be referred to herein as “losses”). The Released Parties are hereby released by you from liability for any and all losses. These limitations of liability apply whether the liability or losses are based on negligence, contract, tort or any other basis, even if the Released Parties had been advised or should have known of the possibility of such losses.

You agree to indemnify and hold the Released Parties harmless from any claim or losses (including attorneys’ fees and any losses, fines, fees or penalties imposed by any regulatory authority) arising out of your breach of this Agreement or your violation of any law or regulation.

If you have a dispute with one or more users, nodes, issuers of tokens listed on the Website or other third-parties, you release the Released Parties from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

ASSUMPTION OF RISKS

You acknowledge and agree that there are risks associated with purchasing and holding tokens and using blockchain technology. These include, but are not limited to, risk of losing access to tokens due to loss of a PIN, wallet keys, seed phrases, two-factor authentication devices, or log-in information, user error when transferring tokens, custodial error or purchaser error, smart contract error, risk of blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, and volatility risks. You acknowledge that you have obtained sufficient information to make an informed decision to purchase tokens, including carefully reviewing the code of the smart contract and the tokens, and fully understand and accept the functions of the same. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Services, and therefore the potential utility or value of your tokens. Upgrades to any blockchain network or hard forks in such networks, or a change in how transactions are confirmed on such blockchain networks, may have unintended, adverse effects on all blockchains, including any that are related to your tokens.

TAXES

You are 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 associated with your use of the Services. Except for income taxes levied on us, you: (a) will be solely responsible for reporting any tax obligations when, if ever, such obligations arise as a result of your use of the Services or in relation to an Offering; (b) will pay or reimburse Foundation for all national, federal, state, local, or other taxes and assessments of any jurisdiction, including value added taxes and other taxes as may be required, 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 (c) will not be entitled to deduct the amount of any such taxes, duties, or assessments from payments (including transaction fees) made to us pursuant to these Terms. Neither these Terms nor any other communication from the Foundation constitutes tax advice, and users are solely responsible for determining what, if any, taxes apply to their interaction with Offerings and the Services.

GOVERNING LAW

This Agreement shall be governed by and construed and enforced in accordance with the laws of the Republic of Panama, without giving effect to the conflict of laws principles thereof. Except as provided in the “Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the courts of the Republic of Panama.

ARBITRATION

Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by binding arbitration to be administered by the Panama Conciliation and Arbitration Centre. The arbitration shall be conducted in the English language and the place of arbitration shall be in the Republic of Panama. The number of arbitrators shall be one. The decision of the sole arbitrator to any such dispute, controversy, difference or claim shall be final and binding upon both parties. If any litigation or arbitration is necessary to enforce the terms of these Terms, the prevailing party will be entitled to have their attorney fees paid by the other party. Each party waives any right it may have to assert the doctrine of forum non conveniens, to assert that it is not subject to the jurisdiction of such arbitration or courts or to object to venue to the extent any proceeding is brought in accordance herewith.

In addition, you agree:

  • That the arbitrator shall have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim;
  • That the arbitrator has the authority to grant any remedy that would otherwise be available in court;
  • That the arbitrator shall decide what is subject to arbitration, unless prohibited by law;
  • That the parties shall split the costs and expenses of any arbitration and bear their own legal costs and expenses; and
  • That the courts in the Republic of Panama have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration and agree not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is improper.

CLASS ACTION WAIVER

Disputes must be brought on an individual basis only and may not be brought as a plaintiff or class member in any purported class, consolidated or representative proceeding.

BY USING THIS WEBSITE AND THE SERVICES AND AGREEING TO THESE TERMS, YOU HEREBY WILLINGLY, EXPRESSLY AND KNOWINGLY WAIVE ALL RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT, CLASS ARBITRATION OR PRIVATE ATTORNEY-GENERAL ACTION BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE WEBSITE. YOU MAY NOT BRING ANY CLAIM, SUIT OR OTHER PROCEEDING TO ENFORCE THESE TERMS AS THE MEMBER OF ANY CLASS OR AS PART OF ANY SIMILAR COLLECTIVE OR CONSOLIDATED ACTION.

PAGA CLAIMS WAIVER

Notwithstanding any other provision of these Terms or the Arbitration provisions above, to the fullest extent permitted by law: (1) you and the Foundation agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., or any subsequent law, in any court or in arbitration, and (2) for any claim brought on a private attorney general basis, including under the California PAGA, both you and the Foundation agree that any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether You have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “representative PAGA Waiver”). Notwithstanding any other provision of these Terms, the arbitration section or the associated rules, disputes regarding the scope, applicability, enforceability, revocability or validity of this representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason: (i) the unenforceable provision shall be severed from these Terms; (ii) severance of the unenforceable provision shall have no impact whatsoever on any arbitration provisions or the requirement that any remaining claims be arbitrated on an individual basis pursuant to the arbitration provisions; and (iii) any such representative PAGA or other representative private attorneys general act claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any disputes to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the representative PAGA Waiver is unenforceable with respect to those disputes, the parties agree that litigation of those disputes shall be stayed pending the outcome of any individual disputes in arbitration.

FEEDBACK

We welcome feedback, bug reports, comments, and suggestions for improvements to the Services, but please do not send suggestions for creative ideas, designs, pitch portfolios, or other similar such materials (“Unsolicited Ideas”). We may currently be developing, have developed, or in the future will develop ideas or materials internally or receive ideas or materials from other parties that may purely by coincidence be similar to Unsolicited Ideas. If you ignore this policy and send us your Unsolicited Ideas anyway, you grant the Foundation a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable, and transferable license under any and all intellectual property or other rights that you own or control to use, copy, modify, create derivative works based upon, make, have made, sell, offer for sale, import, and otherwise exploit in any manner or medium whatsoever known now or in the future your Unsolicited Ideas for any purpose, without compensation to you.

FORCE MAJUERE

We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in operating the Services, when and to the extent such failure or delay is caused by or results from any events beyond the Foundation’s ability to control, including flood, fire, earthquake, epidemics, pandemics, quarantine restrictions, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown, shortage of adequate power or electricity, and other similar events beyond our control.

UPDATES AND PATCHES

The Foundation (or a third party on the Foundation’s behalf) may deploy or provide patches, updates, and modifications to the Services that must be installed for you to continue to use the Services. The Foundation may update the Services remotely, including, without limitation, any aspect of the Services residing on your computer or game machine, without your knowledge or consent, and you hereby grant to the Foundation your consent to deploy and apply such patches, updates, and modifications as the Foundation, in its sole discretion, deems necessary or advisable. You also agree that the Foundation may change, modify, suspend, “nerf,” “buff,” discontinue, or restrict your access to any features or parts of the Services at any time without notice or liability to you.

TERMINATION

You acknowledge and agree that the Foundation, in its sole and absolute discretion, may (i) stop providing support for or access to the Services at any time, for any reason or no reason, and (ii) terminate your right to use the Services and terminate these Terms immediately at any time without notice or liability to you.

In the event of termination of these Terms or your rights or license granted hereunder, you must (i) cease to use the Services; (ii) immediately and permanently remove from all of your devices all aspects of the Services in your possession and control. Upon termination of these Terms for any reason, all licenses granted herein immediately shall terminate.

DATA PROTECTION

You agree that all personal data provided to us or third parties on our behalf, is provided in accordance with applicable laws and regulations, including, without limitation, those relating to privacy or the use of personal data.

DATA PRIVACY

You acknowledge that Foundation may process personal information in relation to you (if you are an individual) and personal information that you have provided or in the future provide to us in relation to your employees and other associated or other individuals, in connection with this Agreement or use of the Website or Services. You represent and warrant that any personal information relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws and that data is accurate at the time of disclosure. You further represent and warrant that before providing any such personal information to us, you have read and understood our Privacy Policy and, in the case of personal information relating to an individual other than yourself, have (or will at the time of disclosure have) provided a copy of that Privacy Policy, to that individual.

By accessing or using our Website and Services, you consent to the processing, transfer and storage of information about you in and to the United States, European Union, United Kingdom and other countries, where you may not have the same rights and protections as you do under local law.

All information we collect on the Website and Services is subject to our Privacy Policy. By using the Website and/or Services, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy.

OTHER TERMS

In connection with your use of the Services, you also agree to abide by the following other Services-related policies: our Discord Rules and our Community Guidelines (as presented to you if you join our Discord channel).

CONFIDENTIALITY

You and the Foundation agree that any Claim that has been submitted to arbitration, and all related proceedings, including any settlement agreement, shall be kept confidential. In the event you or the Foundation file the arbitration award with any court of competent jurisdiction in order to have that award confirmed in a court order or judgment, then each party shall take measures to the extent permitted by applicable law to redact or file under seal any highly sensitive business or personal information that appear in the award and any other supporting documents filed in such a proceeding.

TERMINATION OF YOUR LICENSE AND ACCOUNT

If you breach any of the provisions of these Terms, all licenses granted by the Foundation will terminate automatically. Additionally, the Foundation may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If the Foundation deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name or wallet address. In the event of Account deletion for any reason, the Foundation may, but is not obligated to, delete any of User Content. The Foundation shall not be responsible for the deletion of or failure to delete User Content. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by the Foundation or you. Termination will not limit any of the Foundation’s other rights or remedies at law or in equity.

INJUNCTIVE RELIEF

You agree that a breach of these Terms will cause irreparable injury to the Foundation for which monetary damages would not be an adequate remedy and the Foundation shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.

EXPORT LAWS

You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by the Foundation hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List or (c) to anyone on lists of restricted parties maintained by the United Nations, the European Union, the United Kingdom or the Republic of Panama (collectively, the “embargoed parties”). You warrant and represent that you are not located in, under the control of, or a national or resident of any embargoed parties. By using the Services, you represent and warrant that you are not located in any such country, on any such list or controlled by any person or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable export and sanctions laws and regulations.

EQUITABLE REMEDIES

You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to the Foundation and its affiliates and the Foundation shall have the right to seek injunctive relief against you in addition to any other legal remedies.

RELATIONSHIP OF THE PARTIES

Nothing contained in these Terms shall create or imply an agency relationship between you and the Foundation, nor shall these Terms be deemed to constitute a joint venture or partnership between you and the Foundation. You acknowledge and agree that you have no authority to make commitments or enter into contracts on behalf of, bind or otherwise oblige the Foundation.

THIRD-PARTY DISPUTES

ANY DISPUTE YOU HAVE WITH ANY THIRD-PARTY, INCLUDING, BUT NOT LIMITED TO, OTHER USERS, IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES IS DIRECTLY BETWEEN YOU AND SUCH THIRD-PARTY. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU IRREVOCABLY RELEASE THE FOUNDATION AND ITS AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (DIRECT, INDIRECT AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

Assignments

This Agreement will inure to the benefit of our successors and assigns. The Foundation may assign this Agreement, including all its rights hereunder, without restriction. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void.

AMENDMENTS

We reserve the right to change these Terms at any time upon notice. We may give notice by posting the updated Agreement on the Website or by any other reasonable means. You can review the most current version of this Agreement at any time. These Terms in effect at the time of your use of the Website apply. Updated versions of these Terms are binding on you with respect to your use of the Website on or after the date indicated in the updated Terms. If you do not agree to the updated Terms, you must stop using the Website. Your continued use of the Website after the date of the updated Terms will constitute your acceptance of the updated Terms.

SEVERABILITY

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the Foundation’s intentions as reflected in such provision and the other provisions of these Terms remain in full force and effect.

SURVIVAL

The respective indemnities, representations, warranties and agreements of the parties hereto or made by or on behalf of the parties hereto pursuant to this Agreement will survive the termination of this Agreement indefinitely and will remain in full force and effect and all defined terms used therein will survive the termination of this Agreement indefinitely.

WAIVER & CONFLICT

No waiver of by the Foundation of any term or condition set out in these Terms will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition and any failure of the Foundation to assert a right or provision under these Terms will not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision will be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

THIRD-PARTY RIGHTS

This Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than you and us and any affiliates which each shall be a third-party beneficiary of this Agreement and no other person shall assert any rights as a third-party beneficiary hereunder.

ENTIRE AGREEMENT

This Agreement and the Privacy Policy constitute the sole and entire agreement between you and the Foundation with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

UPDATES TO THESE TERMS

We may modify these Terms from time to time in which case we will update the “Last Revised On” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.