Duel Network Company reserves the right, to modify the project, roadmap, tokenomics and all service operations at any time
It is your responsibility to check these terms periodically for changes. Your continued use of the Services following the published updates to the terms will mean that you accept and agree to the changes.
THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION. ALL DISPUTES ARISING UNDER THIS USER AGREEMENT SHALL BE SETTLED IN BINDING ARBITRATION. ENTERING INTO THIS AGREEMENT CONSTITUTES A WAIVER OF YOUR RIGHT TO A TRIAL BY JURY AND PARTICIPATION IN A CLASS ACTION LAWSUIT.
Accessing the Services
- modify or copy the materials;
- attempt to decompile or reverse engineer any software contained on the Site;
- remove any copyright or other proprietary notations from the materials; or
- transfer the materials to another person or "mirror" the materials on any other server.
This license shall automatically terminate if you violate any of these restrictions and may be terminated by Company at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
You must keep secret all credentials associated with the Services. You are solely responsible for managing and maintaining the security of any information relating to such credentials and agree that Company shall not be held responsible (and you shall not hold us responsible) for any unauthorized access to the Services or any resulting harm you may suffer.
You agree to notify us immediately of any unauthorized access to or use of your metamask wallet any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We may close, terminate, enable or disable any or all of the Services, or your access to the Services at any time and for any reason.
Non-Custodial Nature of Project Services
Company does not facilitate or provide brokerage, exchange, payment, escrow, remittance or merchant services.
SFT services for the Binance Smart Chain ecosystem.
COMPANY DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, SYSTEM INTEGRATION, TITLE, NON-INFRINGEMENT AND/OR QUIET ENJOYMENT, AND ANY SERVICES PROVIDED BY COMPANY ARE PROVIDED "AS IS" AND "AS AVAILABLE". EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOU ACKNOWLEDGE THAT COMPANY MAKES NO WARRANTIES UNDER THIS AGREEMENT DIRECTLY FOR THE BENEFIT OF ANY END USER, AND THAT COMPANY’S OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF YOU ONLY, AND NOT FOR THE BENEFIT OF ANY OTHER PERSON. IN ENTERING INTO THIS AGREEMENT, YOU REPRESENT THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY OF COMPANY OR ITS AFFILIATES EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SERVICES SHALL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
Risk of Digital Assets and Decentralized Networks
Please note that all transactions involving digital assets (BEP20, erc-721 protocols) involve substantial risks. You should therefore carefully consider whether using our Services is suitable for you in light of your financial condition. In considering whether to hold digital assets, you should be aware that the price or value of digital assets can change rapidly, decrease, and potentially even fall to zero. Past performance is not an indicator of future performance. You acknowledge that we are not responsible for any loss of your digital asset resulting from theft, loss, or mishandling of digital asset private keys outside our control.
We are not responsible for any digital asset market and we make no representations or warranties concerning the real or perceived value of digital assets as denominated in any quoted currency. Although we may provide historical and/or real-time data regarding the price of digital assets, we make no representations regarding the quality, suitability, truth, usefulness, accuracy, or completeness of such data, and you should not rely on such data for any reason whatsoever. You understand and agree that the value of digital assets can be volatile, and we are not in any way responsible or liable for any losses you may incur by using or transferring digital assets in connection with our Services.
We do not provide investment advice and any content contained on the Site should not be considered as a substitute for tailored investment advice. The contents of our Site and the Services should not be used as a basis for making investment decisions.
Accuracy of Information and Third Party Content.
We endeavor to verify the accuracy of any information displayed, supplied, passing through or originating from the Services, but such information may not always be accurate or current. Accordingly, you should independently verify all information before relying on it, and any decisions or actions taken based upon such information are your sole responsibility.
We make no representation or warranty of any kind, express or implied, statutory or otherwise, regarding the contents of the Services, information and functions made accessible through the Services, any hyperlinks to third party websites, or the security associated with the transmission of information through the Services, or any website linked to the Services.
In using the Services, you may view content or services provided by third parties, including links to web pages and services of such parties ("Third Party Content"). We do not control, endorse or adopt any Third Party Content and have no responsibility for Third Party Content, including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable in your jurisdiction. In addition, your dealings or correspondence with such third parties are solely between you and the third party. We are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings and your use of Third Party Content is at your own risk.
You represent and warrant that you own or control all rights in and to any content including, without limitation, all data you input into the Site or Services.
You understand and acknowledge that you are responsible for any data you submit to the Site or Services, and you, not Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
Limitation of Liability
IN NO EVENT SHALL COMPANY, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SITE, SERVICES, OR THIS AGREEMENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF COMPANY HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FOR EXAMPLE (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
UNDER NO CIRCUMSTANCES SHALL WE BE REQUIRED TO DELIVER TO YOU ANY VIRTUAL CURRENCY AS DAMAGES, MAKE SPECIFIC PERFORMANCE OR ANY OTHER REMEDY. IF YOU WOULD BASE YOUR CALCULATIONS OF DAMAGES IN ANY WAY ON THE VALUE OF VIRTUAL CURRENCY, YOU AND WE AGREE THAT THE CALCULATION SHALL BE BASED ON THE LOWEST VALUE OF THE VIRTUAL CURRENCY DURING THE PERIOD BETWEEN THE ACCRUAL OF THE CLAIM AND THE AWARD OF DAMAGES.
COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED IN WHOLE OR IN PART BY (A) UNSUPPORTED SOFTWARE OR HARDWARE; (B) THE MALFUNCTION, UNEXPECTED FUNCTION OR UNINTENDED FUNCTION OF ANY COMPUTER OR CRYPTOCURRENCY NETWORK, INCLUDING WITHOUT LIMITATION LOSSES ASSOCIATED WITH NETWORK FORKS, REPLAY ATTACKS, DOUBLE-SPEND ATTACKS, SYBIL ATTACKS, 51% ATTACKS, GOVERNANCE DISPUTES, MINING DIFFICULTY, CHANGES IN CRYPTOGRAPHY OR CONSENSUS RULES, HACKING OR CYBERSECURITY BREACHES; (C) THE CHANGE IN VALUE OF ANY DIGITAL ASSET; (D) ANY CHANGE IN LAW, REGULATION OR POLICY, OR (E) FORCE MAJEURE EVENT. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
Unless otherwise indicated by us, all intellectual property rights and any content provided in connection with the Site or the Services, are the property of Company or our licensors or suppliers and are protected by applicable intellectual property laws. We do not give any implied license for the use of the contents of the Site or the Services.
You accept and acknowledge that the material and content contained in or delivered by the Site or the Services is made available for your personal, lawful, non-commercial use only and that you may only use such material and content for the purpose of using the Site or the Services as set forth in this agreement.
You further acknowledge that any other use of content from the Site or the Services is strictly prohibited and you agree not to infringe or enable others to infringe our intellectual property rights. You agree to retain all copyrighted and other proprietary notices contained in the materials provided via the Site or the Services on any copy you make of the material but failing to do so shall not prejudice Company’s intellectual property rights therein.
You may not sell or modify materials derived or created from the Site or the Services or reproduce, display, publicly perform, distribute or otherwise use the materials in any way for any public or commercial purpose. Your use of such materials on any other website or on a file-sharing or similar service for any purpose is strictly prohibited. You may not copy any material or content derived or created from the Site or the Services without our express, written permission.
Any rights not expressly granted herein to use the materials contained on or through the Site or the Services are reserved by Company in full.
Company shall exercise reasonable endeavours to procure that the Smart Contract System is audited and approved by technical experts with regard to both accuracy and security of the underlying code.
Notwithstanding clause 12.1, smart contract technology is still in an early stage of development and its application is currently of an experimental nature, which carries significant operational, technological, financial, regulatory and reputational risks. This is the smart contract address of DUEL TOKEN mentioned in the entire article. Any token other than this address has nothing to do with the company. DUEL Token address: 0x297817CE1a8De777e7ddbed86C3B7f9Dc9349f2c Accordingly, while any audit conducted shall raise the level of security and accuracy of the Smart Contract System, you acknowledge, understand and accept that the audit does not amount to any form of warranty, representation or assurance (in each case whether express or implied) that the Smart Contract System and DUEL Tokens are fit for a particular purpose or that they are free from any defects, weaknesses, vulnerabilities, viruses or bugs which could cause, inter alia, the complete loss of your contribution and/or DUEL Tokens.
Risk of software weaknesses: because DUEL Tokens, the Smart Contract System and the Duel Network Platform are based on the Ethereum and Binance Smart Chain protocol, any malfunction, breakdown or abandonment of the Ethereum or the Binance Smart Chain protocol may have a material adverse effect on DUEL Tokens, the Smart Contract System and/or the Duel Network Platform. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the DUEL Tokens (including the utility of DUEL Tokens for obtaining services), the Smart Contract System and/or the Duel Network Platform, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum and Binance Smart Chain protocol. The Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum and Binance Smart Chain blockchain) is still in an early development stage and unproven. There is no warranty or assurance that the process for creating DUEL Tokens will be uninterrupted or error-free and there is an inherent risk that the software could contain defects, weaknesses, vulnerabilities, viruses or bugs causing, inter alia, the complete loss of contributions and/or DUEL Tokens.
Regulatory risk: blockchain technology allows new forms of interaction and it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which may be contrary to the current setup of the Smart Contract System and which may, inter alia, result in substantial modifications to the Smart Contract System and/or the Duel Network Platform, including its termination and the loss of DUEL Tokens for the Contributor. Additionally, regulation of proposed activities of the Duel Network Platform is currently uncertain. It is not known what regulatory framework the proposed Duel Network Platform and associated activities will be caught by, the nature and obligations that will be imposed on Duel Network in order to comply with any such regulatory framework or when/if Duel Network will even be able to apply to be regulated, or successfully obtain the necessary licences so that it may lawfully carry out its proposed business activities.
Risks associated with uncertain regulations and enforcement actions: the regulatory status of DUEL Tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory authorities may apply existing regulation with respect to such technology and its applications, including the Duel Network Platform and DUEL Tokens. It is likewise difficult to predict how or whether any legislative or regulatory authorities may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Duel Network Platform and DUEL Tokens. Regulatory actions could negatively impact the Duel Network Platform and DUEL Tokens in various ways, including, for purposes of illustration only, through a determination that DUEL Tokens are a regulated financial instrument that requires registration or licensing. Duel Network may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
Risk of abandonment / lack of success: the creation and issue of DUEL Tokens and the development of the Duel Network Platform may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects). There is no assurance that, even if the Duel Network Platform is partially or fully developed and launched, you will receive any benefits through DUEL Tokens that you hold.
Risk associated with other applications: the Duel Network Platform may give rise to other, alternative projects, promoted by unaffiliated third parties, under which DUEL Tokens will have no intrinsic value.
Risks associated with markets for DUEL Tokens: We do not enable or otherwise facilitate any secondary trading or external valuation of DUEL Tokens. This may restrict the contemplated avenues for using DUEL Tokens, and could therefore create illiquidity risk with respect to any DUEL Tokens you own. Even if secondary trading of DUEL Tokens is facilitated by third-party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that any third party ascribes an external exchange value to DUEL Tokens (e.g., as denominated in a crypto or fiat currency), such value may be extremely volatile and diminish to zero. If you are purchasing DUEL Tokens as a form of investment on a speculative basis or otherwise, or for a financial purpose, with the expectation or desire that their inherent, intrinsic or cash-equivalent value may increase with time, you assume all risks associated with such speculation or actions, and any errors associated therewith, and accept that DUEL Tokens are not offered by Duel Network or our affiliates on an investment basis. You further acknowledge that any contribution that you make under these T&Cs will not be protected, guaranteed or reimbursed by any governmental, regulatory or other entity.
Risk of losing access to tokens due to loss of private key(s), custodial error or your error: DUEL Tokens can only be accessed by using an Binance Smart Chain wallet with a combination of the Contributor’s account information (address), private key and password. The private key is encrypted with a password. You acknowledge, understand and accept that if your private key or password gets lost or stolen, the obtained DUEL Tokens associated with your Binance Smart Chain wallet address may be unrecoverable and permanently lost. Additionally, any third party that gains access to your private key, including by gaining access to the login credentials relating to your Binance Smart Chain wallet, may be able to misappropriate your DUEL Tokens. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault in which you choose to receive and store DUEL Tokens, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your DUEL Tokens.
Risk of theft: the Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum and Binance Smart Chain blockchain) may be exposed to attacks by hackers or other individuals including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Any such successful attacks could result in theft or loss of contributions or DUEL Tokens, adversely impacting the ability to develop the Duel Network Platform and derive any usage or functionality from DUEL Tokens. Furthermore, because the Duel Network Platform is based on open-source software, there is a risk that a third party or a member of the Duel Network team may intentionally or unintentionally introduce weaknesses or defects into the core infrastructure of the Duel Network Platform, which could negatively affect the Duel Network Platform and DUEL Tokens.
Risk of Ethereum and Binance Smart Chain attacks: as with other cryptocurrencies, the blockchain used for the Smart Contract System is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and rare condition attacks. Any successful attacks present a risk to the Smart Contract System, expected proper execution and sequencing of token transactions, and expected proper execution and sequencing of contract computations. You understand and accept that the network of miners will ultimately be in control of the delivery of the DUEL Tokens via the Smart Contract System, and that a majority of miners could agree at any point to make changes, updates, modifications
to, or effect a deletion or destruction of the Smart Contract System, and that such a scenario could lead to the DUEL Tokens losing intrinsic value and/or functionality.
Risk of incompatible wallet service: the wallet or wallet service provider used to receive DUEL Tokens must conform to the Binance Smart Chain token standard in order to be technically compatible with DUEL Tokens. The failure to ensure such conformity may have the result that Contributor will not gain access to his DUEL Tokens.
Risk of hard-fork: the Duel Network Platform will need to go through substantial development works as part of which it may become the subject of significant conceptual, technical and commercial changes before release. As part of the development, an upgrade to DUEL Tokens may be required (hard-fork of DUEL Tokens) and that, if you decide not to participate in such upgrade, you may no longer be able to use your DUEL Tokens and any non-upgraded DUEL Tokens may lose its functionality in full.
Risk of uninsured losses: unlike bank accounts or accounts at some other financial institutions, DUEL Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by us, to offer recourse to you.
Risks arising from taxation: the tax characterization of DUEL Tokens is uncertain. You must seek your own tax advice in connection with acquisition, storage, transfer and use of DUEL Tokens, which may result in adverse tax consequences to you, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements.
Risk of an unfavourable fluctuation of Ethereum and other currency value: Duel Network intends to use the contributions received to fund the development of the Duel Network Platform and various other operating expenses. The contributions received will be denominated in ETH, and may be converted into other cryptographic and fiat currencies. If the value of ETH or other currencies fluctuate unfavourably during or after the Contribution Period, Duel Network may not be able to fund the development of, or may not be able to maintain, the Duel Network Platform in the manner that it intended.
Risk of dissolution of the Company or network: it is possible that, due to any number of reasons, including, but not limited to, an unfavourable fluctuation in the value of ETH (or other cryptographic and fiat currencies), decrease in DUEL Tokens utility due to negative adoption of the Duel Network Platform, the failure of commercial relationships, or intellectual property ownership challenges, the Duel Network Platform may no longer be viable to operate and Duel Network may dissolve.
Risks arising from lack of governance rights: because DUEL Tokens confer no governance rights of any kind with respect to the Duel Network Platform or Duel Network, all decisions involving the Duel Network Platform or Duel Network will be made by Duel Network acting in its sole and absolute discretion, including, but not limited to, decisions to discontinue the Duel Network Platform, to create and issue more DUEL Tokens, or to sell or liquidate Duel Network. These decisions could adversely affect the Duel Network Platform and/or DUEL Tokens you hold.
Risks arising from the publishing industry: the publishing industry, and by extension the Duel Network Platform, are subject to a variety of federal, state and international laws and regulations, including those with respect to intellectual property, employment, KYC/AML and customer due diligence procedures, privacy and data protection, consumer protection, data security, and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting the Duel Network Platform could be enacted, which could impact the utility of DUEL Tokens in the Duel Network Platform. Additionally, the Duel Network Platform users are subject to or may be adversely affected by industry specific laws and regulations or licensing requirements. If any of these parties fail to comply with any such licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise extended, it could adversely impact the Duel Network Platform and the DUEL Tokens, including its functionality to obtain or provide services within the Duel Network Platform.
Risks associated with the development and maintenance of the Duel Network Platform: the Duel Network Platform is still under development and may undergo significant changes over time. Although we intend for the DUEL Tokens and Duel Network Platform to function as described in Schedule 1, and intend to take commercially reasonable steps towards those ends, we may have to make changes to the specifications of the DUEL Tokens or the Duel Network Platform for any number of legitimate reasons. Moreover, we have no control over how other participants will use the Duel Network Platform, what products or services will be offered through the Duel Network Platform by third parties, or how third-party products and services will utilize DUEL Tokens (if at all). This could create the risk that DUEL Tokens or the Duel Network Platform, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite our good faith efforts to develop and participate in the Duel Network Platform, it is still possible that the Duel Network Platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Duel Network Platform and DUEL Tokens, and the potential utility of the DUEL Tokens, including the utility of the DUEL Tokens for obtaining services and/or offering rewards and/or being used in the manner intended at the time of the Token Sale.
Risk of Competing Platforms: It is possible that alternative platforms could be established that utilize the same open-source code and protocol underlying the Duel Network Platform and attempt to facilitate services that are materially similar to the services offered by or within the Duel Network Platform. The Duel Network Platform may compete with these alternatives, which could negatively impact the Duel Network Platform and DUEL Tokens, including the utility of the DUEL Tokens for obtaining services offered by or within the Duel Network Platform.
Unanticipated Risks: cryptographic tokens such as DUEL Tokens are a new and untested technology. In addition to the risks set out in this Schedule 2, there are other risks associated with your acquisition, storage, transfer and use of DUEL Tokens, including those that Duel Network may not be able to anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks set out in this Schedule 2.
Geographical Risk: As Company, we do not provide service to any country not mentioned in the relevant article and we do not accept any responsibility. Countries mentioned in the article: Algeria Andorra Angola Anguilla Antigua & Barbuda Argentina Azerbaijan Australia Austria Bahrain Bangladesh Belarus Belgium Belize Benin Bermuda Bhutan Bolivia Brazil Brunei Bulgaria Cameroon Cape Verde Chad Chile Colombia Comoros Congo - Brazzaville Costa Rica Côte d’Ivoire Croatia Cyprus Czech Republic Denmark Djibouti Dominica Dominican Republic Ecuador Egypt El Salvador Equatorial Guinea Estonia Ethiopia Faroe Islands Fiji Finland France Gabon Gambia Georgia Germany Gibraltar Greece Grenada Guatemala Guernsey Honduras Hong Kong Hungary Iceland India Indonesia Ireland Isle of Man Israel Italy Japan Jersey Jordan Kazakhstan Kenya Kiribati Kuwait Kyrgyzstan Latvia Lesotho Liberia Liechtenstein Lithuania Luxembourg Macedonia Madagascar Malawi Malaysia Maldives Malta Marshall Islands Mauritania Mexico Micronesia Moldova Monaco Montserrat Mozambique Namibia Nauru Nepal Netherlands New Zealand Niger Nigeria Norway Oman Palau Palestinian Territories Papua New Guinea Paraguay Peru Philippines Poland Portugal Qatar Romania Russia Rwanda Samoa San Marino São Tomé & Príncipe Saudi Arabia Serbia Seychelles Sierra Leone Singapore Slovakia Slovenia Solomon Islands South Africa South Korea Spain Sri Lanka St. Kitts & Nevis St. Lucia St. Martin Suriname Swaziland Sweden Switzerland Taiwan Tajikistan Tanzania Thailand Timor-Leste Togo Tonga Turkmenistan Turks & Caicos Islands Tuvalu Ukraine United Arab Emirates United Kingdom Uruguay Uzbekistan Vietnam
Governing Law, Legal Disputes, and Jurisdiction
EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, YOU AGREE THAT ANY CLAIM YOU MAY HAVE AGAINST US SHALL BE BROUGHT INDIVIDUALLY AND YOU SHALL NOT JOIN SUCH CLAIM WITH CLAIMS OF ANY OTHER PERSON OR ENTITY OR BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION AGAINST US. YOU FURTHER AGREE TO EXPRESSLY WAIVE YOUR RIGHT TO A TRIAL BY JURY.
Definition. Each party to these Terms (a "Receiving Party") may have access to, or become acquainted with, certain non-public confidential information of the other party (a "Disclosing Party") including without limitation all information clearly identified as confidential at the time of disclosure (“Confidential Information”). You and Company further agree that, subject to the rights and licenses granted herein, each party's Confidential Information shall include all non-public information regarding the Disclosing party, including without limitation any customer, customer prospect, the terms, conditions and pricing set forth in any agreement and its Order Form(s), marketing, technical, business and/or strategic plans or information provided by the Disclosing Party to the Receiving party in the performance of the Services under the Agreement.
Use and Disclosure. Each party agrees as follows: (a) to use the Confidential Information of the Disclosing Party only for the purposes permitted by the Agreement, or as otherwise permitted by the Agreement; (b) to take all reasonable steps to ensure that the Disclosing Party’s Confidential Information is not disclosed or distributed by the Receiving Party’s employees or agents in violation of the Agreement, but in no event will either party use less effort to protect the Confidential Information of the Disclosing Party than it uses to protect its own Confidential Information of like importance; (c) to restrict access to the Confidential Information disclosed by the Disclosing Party to such of the Receiving Party’s employees, agents and third parties, if any, who have a need to have access and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with the Agreement; and (d) to return or destroy all Confidential Information of the Disclosing Party’s written request, after termination of the Agreement. The Receiving Party will not be obligated under this confidentiality section with respect to information that: (a) is or has become readily publicly available through no act or omission of the Receiving Party or its employees or agents; (b) is received from a third party lawfully in possession of such information and the Receiving Party has no knowledge of any disclosure restrictions on such third party to disclose such information; (c) is disclosed to a third party by the Disclosing Party without restriction on disclosure; (d) was rightfully in the possession of the Receiving Party without restriction prior to its disclosure by the Disclosing Party; or (e) was independently developed by employees or consultants of the Receiving Party without reliance on, or reference to, such Confidential Information.
Permitted Disclosures. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the Disclosing Party must provide the Receiving Party with sufficient advance notice of the agency’s request for the information to enable the Receiving Party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information, to the extent permitted by applicable law.
Taxes. It is your responsibility to determine what, if any, taxes apply due to your use of the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. Company is not responsible for determining and will not advise whether taxes apply to your use of the Services.
Relationship of the Parties. Nothing in this agreement is intended to, nor shall create any partnership, joint venture, agency, consultancy or trusteeship. You and Company are independent contractors for purposes of this agreement.
Law Enforcement Inquiries and Service of Subpoenas
Company will comply with any duly issued subpoena served on us through the proper legal channels. We do not consent to service of a subpoena by any other method.
The information and data supplied in response to requests will be collected and provided to the fullest and most accurate possible extent. However, nothing in such information and data can be ensured to contain no errors, mistakes, misrepresentations or failures etc. Such errors, mistakes, misrepresentations or failures etc. can be the result of human agency, program or process imperfections. THEREFORE, NEITHER COMPANY NOR ANY OF OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OUTSOURCED ADVISORS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE WHATSOEVER WITH RESPECT TO THE INFORMATION AND DATA AND, IN PARTICULAR, AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION AND DATA.
Nothing in this section shall be deemed or construed as non-willingness to provide the requested information and data.