XProtocol Service Agreement
Version in effect as of: 05 July 2024
INTRODUCTION
1.1 General terms
This Service Agreement (the “Agreement”) governs your access to and use of XProtocol (as defined below), including the website https://xprotocol.org/ and any its subdomains (the “Website”), and including but not limited to any content, tools, documentation, features, and functionality offered by the Foundation on or through the Website (the “Services”), founded and operated by or on behalf of Titan Interactive N.V. (the “Foundation”, or “we”, “us”).
This Agreement governs your access to and use of the Services, including any of its features. By accessing and/or continuing to use the Services, you are agreeing to this Agreement in whole.
BY CONTINUING TO USE THE SERVICES, YOU EXPLICITLY STATE AND CONFIRM THAT YOU HAVE READ, UNDERSTOOD AND ACCEPTED THIS AGREEMENT IN WHOLE, INCLUDING THE RISK DISCLOSURE (SECTION 8) AND THE DISPUTE RESOLUTION (SECTION 9), WHICH MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.
The Services are currently being made available in a testing environment, and are of limited use only. You should expect and accept any kinds of bugs, glitches, crashes etc. This version of the Agreement is not the final version. As the Services will be improved and expanded, this Agreement will be revised accordingly to include new features, functionality, tools, etc.
1.2 Modifications to the Agreement
We reserve the right to make amendments to the Agreement at any time, including, but not limited to, the scope of Services provided, conditions for the provision of Services, rules and requirements, etc. You are responsible for reviewing the current Agreement and the date of the last update of the Agreement on the Website, as your continued use of the Services after any modification of the Agreement will conclusively indicate that you have acknowledged and fully accepted those changes.
DEFINITIONS
2.1 XProtocol, or Protocol: The distributed ledger layer 3 network, applicable to the Services.
2.2 XProtocol Node or Node: A node within XProtocol blockchain network responsible for validating transactions and/or securing the network.
2.3 XProtocol Node Software: A specialised program or set of applications designed to operate XProtocol Nodes within XProtocol.
2.4 User: You, the user of XProtocol and the Services.
2.5 Supported Assets: means a Digital Asset, holding which you will be able to participate in XProtocol Nodes delegation sub-service.
2.6 Digital Assets: means any digital blockchain asset subject to the Services.
2.7 Digital Wallet: means a wallet or similar device or software used to store Digital Assets.
ELIGIBILITY AND KYC
3.1 Eligibility Criteria
You warrant through proper identity and represent that you meet the following cumulative eligibility criteria to access and use the Services:
You are eighteen (18) years of age or older;
You are legally capable of entering into a binding contract under this Agreement in accordance with the laws and regulations that apply to you, including laws on the capacity to enter into a legal agreement;
Your entry into a binding contract with the Foundation under this Agreement, and your use of Services, is a lawful arrangement under the laws of your country;
You are not a resident of a Restricted Territory;
You do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Services;
You have submitted a true and complete information for any KYC/AML checks, and the documents are true electronic copies of valid and true documents;
You are aware of the risks involved in dealing with digital assets generally, risks pertaining to your use of Services, including the risk of a total loss of digital assets, and other risks as are applicable to the blockchain;
You have not been previously banned, terminated or otherwise denied access to the Services;
You are not acting out under an alias, concealing your personal identity or representing any other persons besides your own, if required to disclose your identity;
You are the beneficial owner of (or if you are acting as a trustee, the legal owner) of any Digital Asset subject to this Agreement or you have the full authority to dispose and manage the Digital Assets for a legal entity, and the Digital Assets you use to in connection with your Account are not direct or indirect proceeds of any criminal or fraudulent activity;
You have not been convicted of any financial or financial-related crime by a proper court of law;
You are not a resident or tax resident of such jurisdictions or regimes where the FATF imposes financial sanctions or requires compliance with the United Nations Security Council Resolutions (UNSCRs);
You are not resident or a tax resident of, and do not otherwise have any relevant connection with, any jurisdiction which we identified in any manner as being subject to prohibitions or restrictions on accessing or using the Services;
You are not from and do not have any relevant connection with any jurisdiction in which entry into or performing your obligations under this Agreement or the delivery, holding, use or exchange of Digital Assets is unlawful or restricted in any way; or requires licensing and registration or approval of any kind, whether for you as user or the Foundation as a provider of services to you;
You are not subject to any economic sanctions programs administered or enforced by any relevant country, government or international body, including but not limited to: the US Department of the Treasury's Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, or any other sanctions regime deemed applicable by the Foundation;
You are not identified by the Office of Foreign Assets Control of the U.S. Department of the Treasury as a "Specially Designated National";
You are not placed on the Denied Person List by the U.S. Department of Commerce, Bureau of Industry;
You are not acting on behalf of or representing any other natural person, legal person or legal entity, and are not acting for any benefit of any third parties unless you have obtained prior written consent to do so from us;
You are compliant with all requirements of law applicable to you, including, without limitation, all tax laws and regulations, exchange control requirements, and registration requirements.
3.2 AML and KYC Requirements
We have established Anti-Money Laundering (“AML”) and Know Your Client (“KYC”) policies and procedures under applicable AML regulations, guidelines, and rules. Suspicious identities and/or unusual activities transactions and other certain circumstances might require us to report to the competent authorities any user or suspicious activity that might be indicative of any crime or illicit activity.
All users registering accessing our Services shall adhere to applicable AML and KYC requirements. For us to remain compliant with the AML requirements that apply to us as a provider of Services, we may ask you to provide relevant information and documentation that we consider necessary to verify and confirm your personal information and take action deemed necessary based on the results of such verification. You also acknowledge that you may not be authorized to access Services or parts of Services until your KYC verification is completed. We may, at any time in our absolute and sole discretion, with or without cause and without notice to you, introduce additional eligibility or AML/KYC criteria, revise the list of prohibited jurisdictions, refuse or restrict specific users, or refuse or restrict part or all of the Services, and/or terminate or suspend any users, where we determined that a potential or real breach may occur or has occurred of any provisions of the Agreement, laws, regulations, or for any other reasons in our sole discretion. You agree that we shall not be liable to you due to or by reason of our termination of your right to use the Services.
MAIN TERMS
4.1 Services, XProtocol use and ownership
XProtocol is a protocol that allows you to rent GPU infrastructure for various tasks with rewards and payments in native tokens. XProtocol, including underlying smart contracts, is itself not part of the Services. Certain elements XProtocol may be made publicly available under an open-source or source-available license and this Agreement does not override or supersede the terms of those licenses.
The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, 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 rights, 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, including, without limitation, the exclusive right to create derivative works. The Services may display, include, or make available documentation, images, videos, commentary, and other descriptions or materials related to XProtocol, made available to the users through UX/UI of the Protocol (collectively, “Documentation”). The Documentation is part of the Services.
As long as you comply with this Service Agreement, we hereby permit you, and only you use the Services strictly in accordance with and for the purposes outlined herein.
4.2 Service restrictions and limitations
You shall not:
Use, reproduce, or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
Download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in this Agreement;
Use automation software (bots), hacks, modifications (mods), or any other unauthorized third-party software designed to modify the Services;
Use any robot, spider, crawler, or other automatic device, process, software, or queries that intercept, “mine,” scrape, or otherwise access 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; or introduce any viruses, trojan horses, worms, logic bombs, or other materials that are malicious or technologically harmful into our systems;
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;
Circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Services or the computer systems, wallets, accounts, protocols, or networks connected to the Services; (h) submit, transmit, display, perform, post, or store any content that is inaccurate, unlawful, or otherwise objectionable;
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 this Agreement.
4.3 Nodes delegation
4.3.1 General
Nodes delegation is a sub-service within the Services whereby we provide you with XProtocol Node Software: a front-end user interface accessible through the Website or through other digital means designated by the Foundation to allow you to connect to XProtocol with your Digital Wallet and the required amount and type of Supported Assets for the purposes staking (the process of locking a specific amount of Digital Assets to participate in the validation process on XProtocol) and running delegated Nodes and generating potential Rewards (digital asset incentives provided to the user for operating a delegated Node in the form of Digital Assets) on XProtocol (the “Node Delegation Service, or NDS”). NDS is strictly offered on a non-custodial basis. You hereby agree and acknowledge that the Foundation does not at any time hold or custody any assets on your behalf, and that the Services solely offers XProtocol Node Software for you to interact with XProtocol.
We may decide on, implement and change requirements for Supported Assets, including their type and amount, other attributes and characteristics, necessary to participate in the NDS, at any time.
You acknowledge and agree that XProtocol is an independent protocol and at any time and for any reason, we may modify the Protocol, stake or unstake, bond or unbond your Digital Assets used for the NDS, fork, or implement any other action or change that may impact your Rewards, Supported Assets, the Services and/or your access to and use of each of the foregoing.
NDS may require that your Digital Assets be locked (restricted from sale or transfer) for a period of time while staking or unstaking. You will need to request for your staked Digital Assets to be unstaked before they can be sold or transferred. Depending on the circumstances, you may or may not be able to receive Rewards during the unstaking process. Expected unstaking periods are estimates only.
4.3.2 Rewards and Fees
Your use of the NDS may result in Reward(s) that is issued by XProtocol and either transferred to your Digital Wallet address where your Supported Assets originated or is otherwise used by you in connection with the Services or eligible to be claimed by you using the originating Digital Wallet. You acknowledge that such Rewards may be issued in the same denomination as the Supported Assets; that any estimates or projections of Rewards, as applicable, are not a guarantee; that we will never ask for and you should never provide to us the private key for your Digital Wallet or any other wallet; that we are not responsible for the loss of your private key or your inability to access your Digital Wallet, or any resulting Rewards that may be stored or claimable therein; and that you assume responsibility for ensuring the proper use of the correct and valid address of your Digital Wallet(s) and that your Digital Wallet supports and is otherwise compatible with the Supported Asset and Supported Staking Protocol. You specifically acknowledge and understand that your Rewards may be subject to a bonding/unbonding, locking/unlocking, claim or other delay period or mechanism by XProtocol that may render your Rewards and/or Supported Assets unavailable and/or subject to other restrictions imposed and controlled by XProtocol.
We do not offer any guarantee of any rewards. Rewards will be claimable only if they are so provided by XProtocol. Unless otherwise specified, the “Rewards rate” or any similar rate disclosed on the Website for a particular Supported Digital Asset is an estimated rate and may change over time. WE DO NOT GUARANTEE THAT YOU WILL RECEIVE ANY REWARDS WHATSOEVER AT ANY TIME WHILE USING THE SERVICE.
In consideration for granting you a limited license to access and use our Services, you hereby agree that we may charge a service fee or other charges for using the Service, which will be estimated and displayed to you on the Services UI.
4.4 Third-party services
The Services may display, include or make available services, content, data, information, applications, or materials from third parties or provide links to certain third-party websites (“Third-Party Services”). The Foundation does not endorse any Third-Party Services. You agree that your access and use of such Third-Party Services is governed solely by the terms and conditions of such Third-Party Services, as applicable. The Foundation is not responsible or liable for, and makes no representations as to any aspect of such Third-Party Services, including, without limitation, their content or the manner in which they handle, protect, manage, or process data or any interaction between you and the provider of such Third-Party Services. The Foundation is not responsible for any Third-Party Services or websites. You irrevocably waive any claim against the Foundation with respect to such Third-Party Services. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access, or use of any such Third-Party Services, or your reliance on the privacy practices, data security processes, or other policies of such Third-Party Services. Third-Party Services and Materials and links to other websites are provided solely as a convenience to you.
4.5 Changes to Services
We reserve the right to modify, alter or otherwise change the Services from time to time by adding, deleting, or otherwise modifying features or functionality to improve your experience, comply with applicable regulations and/or laws or for any other reason or purpose. We further reserve the right to (i) discontinue any feature of the Services or any portion thereof at any time, including, without limitation, discontinue supporting any Supported Asset, or Supported Staking Protocol, or (ii) remove any content from the Services at any time, in each case for any reason in our sole discretion and without notice to you. You specifically acknowledge and agree that we are not (i) responsible for such modifications, changes, content removals, or (ii) liable for any loss of value of your Digital Assets or loss of Net Rewards that may result directly or indirectly from any such changes or any Blockchain Event.
LICENSE
We hereby grant you a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to download, access and display any software, content or other materials owned or controlled by us that are distributed to you as part of your use of the Services (such as the Documentation), content and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by this Agreement.
SERVICE INTERRUPTION AND WARRANTIES
6.1 Interruptions
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 Service or other actions that Foundation, in its sole discretion, may elect to take.
6.2 No Warranties
We do not control activity and data on XProtocol itself, nor do we take possession, custody, or control over any digital assets on the Protocol. You acknowledge and agree that we make no representations and warranties with respect to XProtocol. While we attempt to be as accurate as we can in our Documentation, we do not warrant that the Documentation is accurate, complete, reliable, current, or error-free.
Your access to and use of the Services (including, for clarity, the Documentation) and the Protocol is entirely at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Foundation, its parents, subsidiaries, affiliates, related companies, service providers, and its and their officers, directors, employees, consultants, advisors, agents, representatives, partners, and licensors (the “Foundation Persons”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES RELATING TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, USAGE, QUALITY, PERFORMANCE, SUITABILITY OR FITNESS OF THE SERVICES AND THE PROTOCOL FOR ANY PARTICULAR PURPOSE, OR AS TO THE ACCURACY, QUALITY, SEQUENCE, RELIABILITY, WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN WHETHER LATENT OR PATENT.
The Foundation make no warranty or representation and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services (including the Documentation) and XProtocol; any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or XProtocol; the operation or compatibility with any other application or any particular system or device; whether the Services or XProtocol will meet your requirements or be available on an uninterrupted, secure or error-free basis; and whether the Services or XProtocol will protect your assets from theft, hacking, cyber attack, or other form of loss caused by third-party conduct. Nothing contained in the Services constitutes, or is meant to constitute, financial, legal, or other professional advice of any kind. If you require advice in relation to any financial, legal, or other professional matter you should consult an appropriate professional. No advice or information, whether oral or written, obtained from the Foundation Persons or through the Services, will create any warranty or representation not expressly made herein.
6.3 Force Majeure
We will not be liable or responsible to you, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any of our obligations under this Agreement or in providing the Services, when and to the extent such failure or delay is caused by or results from any events beyond our ability to control, including acts of God; flood, fire, earthquake, epidemics, pandemics, 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 or shortage of adequate power or electricity, and other similar events beyond our control.
LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE FOUNDATION BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THIS AGREEMENT OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT AND WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), EVEN IF THE FOUNDATION PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE DELIVERY, USE, OR PERFORMANCE OF THE SERVICES. THE FOUNDATION PERSONS’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF ONE THOUSAND UNITED STATES DOLLARS (US$ 1000.00), OR THE AMOUNT YOU PAID THE FOUNDATION PERSONS, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR OFFERINGS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
RISK DISCLOSURE
By using the Services, you confirm that you possess adequate knowledge, experience, and understanding of blockchain technologies, cryptocurrencies, and other digital assets, including their storage mechanisms and blockchain-based software systems. This enables you to assess and evaluate the risks and benefits of the Services outlined here, and you agree to bear these risks, including the potential loss of all rights and privileges related to the Services, loss of digital owned or stored on the Protocol and the possibility that cryptocurrencies and other digital assets may have little or no value. You acknowledge and agree that there are risks associated with purchasing and holding cryptocurrency and using blockchain technology. These risks include, but are not limited to, loss of access to Nodes, cryptocurrency or digital assets due to slashing, loss of private keys, custodial errors, user errors, mining or staking risks, blockchain-related attacks, hacking, security vulnerabilities, unfavorable regulatory actions in various jurisdictions, token taxation issues, personal information disclosure, uninsured losses, volatility, and unforeseen risks.
Smart contracts execute automatically when certain conditions are met, and we cannot reverse transactions recorded on any blockchain, including XProtocol. You are responsible for ensuring that all details entered in connection with a transaction using any smart contracts are accurate and complete. Moreover, since smart contracts typically cannot be stopped or reversed, vulnerabilities in their programming and design, or other security incidents, can adversely affect digital assets, leading to significant volatility and the risk of loss.
You acknowledge that there are inherent risks associated with using or interacting with public blockchains and blockchain technology. There is no guarantee that such technology will be free from errors, hacking, or other security risks. Underlying blockchain protocols may also be subject to sudden changes in operating rules, including forks, and it is your responsibility to stay informed about upcoming changes.
INDEMNIFICATION
By entering into this Agreement and accessing or using the Services, you agree that you shall defend, indemnify, and hold the Foundation Persons harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Foundation Persons arising out of or in connection with: (i) your violation or breach of any term of this Agreement or any applicable law or regulation; (ii) your violation of any rights of any third party; (iii) your misuse of the Services; or (iv) your negligence or willful misconduct. If you are obligated to indemnify any Foundation Person hereunder, then you agree that Foundation (or, at its discretion, the applicable Foundation Persons) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Foundation wishes to settle, and if so, on what terms, and you agree to fully cooperate with Foundation in the defense or settlement of such claim.
DISPUTE RESOLUTION
THIS SECTION CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER, PLEASE READ IT CAREFULLY.
10.1 Mediation
In the event of a dispute arising out of or relating to this contract, including any question regarding its existence, validity or termination, the parties shall first seek settlement of that dispute by mediation in accordance with the LCIA Mediation Rules, which Rules are deemed to be incorporated by reference into this clause.
10.2 Arbitration
If the dispute is not settled by mediation within 90 days of the commencement of the mediation, or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.
The language to be used in the mediation and in the arbitration shall be English. The governing law of the contract shall be the substantive law of Curacao. In any arbitration commenced pursuant to this clause, (i) the number of arbitrators shall be one; and the seat, or legal place, of arbitration shall be London, UK.
10.3 Class action waiver
You agree that any dispute, claim, or controversy arising out of or relating to your use of the Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be resolved on an individual basis. To the fullest extent permitted by applicable law, you agree not to participate in or be represented in any class action, collective action, private attorney general action, or other representative proceeding against us or any of our affiliated entities or personnel, either in arbitration or in court.
You acknowledge and agree that you are waiving any right to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and we agree otherwise, any arbitration or other proceeding will be conducted only on an individual basis and not in a class, collective, consolidated, or representative action. If a court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety, and the parties shall be deemed to have not agreed to arbitrate disputes.
SUSPENSION AND TERMINATION
If you breach any of the provisions of this Agreement, all licenses granted by the Foundation will terminate automatically. The Foundation may, in its sole discretion, suspend or terminate your access to or use of any of the Services, with or without notice, for any or no reason, including, without limitation, (i) if we believe, in our sole discretion, you have engaged in any of the prohibited activities set forth in this Agreement (ii) if you provide any incomplete, incorrect or false information to us; (iii) if you have breached any portion of this Agreement; and/or (iv) if we determine such action is necessary to comply with this Agreement, any of our policies, procedures or practices, or any law, rule, or regulation. All sections which by their nature should survive the termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by the Foundation or you. Termination will not limit any of the Foundation’s other rights or remedies at law or in equity.
INTELLECTUAL PROPERTY RIGHTS
The contents and design of the Website, logos, trademarks, the Services and any material accessed by you on the Website is copyright of Foundation and its licensors. You may not use or reproduce or allow anyone to use or reproduce any trademarks (such as Foundation name and logo or other trade names appearing on the Site or any Digital Application) for any reason without written permission from Foundation. The software and Platform that operates the Website and all the Services are proprietary software and you may not use it except as expressly allowed under this Agreement. You may not copy, reverse engineer, modify or otherwise deal with the software.
ENFORCEMENT WAIVER
Failure or delay to enforce any of the terms or conditions of this Agreement shall not constitute a waiver, relinquishment or modification of any of our rights of any such terms or conditions or any other terms or conditions. If we somehow are deemed to have waived any of our rights or have delayed the exercise of our rights, you are still responsible for any or all obligations required by you to us under this Agreement.
If we delay any exercise of our rights, or if notwithstanding the foregoing the Foundation somehow is deemed to have waived any of our rights, you are still obligated to pay us any obligations you may owe us, remove any violation of this Agreement and/or otherwise follow our instructions (as applicable). Any delay or waiver of our rights applies only to the specific instance in which we decide to delay or waive the provision and does not affect our other or subsequent rights in any way.
ASSIGNMENT
You may not assign, delegate, sub-contract or otherwise transfer all or part of your rights or obligations under this Agreement whether by operation of law or otherwise, without our express written consent, and any attempted assignment in violation of this prohibition shall be void ab initio and of no effect. Wemay assign, delegate, sub-contract or otherwise transfer all or part of our rights and/or obligations under this Agreement without notifying you or obtaining your consent. Any permitted assignment or transfer of or under this Agreement shall be binding upon and inure to the benefit of the successors, executors, heirs, representatives, administrators, and permitted assigns of the parties hereto.
TAXES
You are responsible for your tax obligation arising from your use of the Services. It is your responsibility to determine what kind of filing or reporting is required of you by the competent tax authority, which taxes and to what extent you are obliged to pay, and which tax exemptions you are eligible to. We shall not be required to compensate you for your tax obligation or advise you in relation to your tax issues. Notwithstanding the foregoing, we may make any tax withholdings or filings that we are required to do by law.
SEVERABILITY
The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction, nor the legality, validity or enforceability of any other provision. If any provision this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable, and gives effect to the commercial intention of the Parties.
To the extent it is not possible to delete or modify the provision, in whole or in part, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of the Agreement shall, subject to any deletion or modification made under this Section, not be affected.
FAIRNESS AND REASONABLENESS
You confirm that you have had the opportunity to seek independent legal advice relating to all the matters provided for in this Agreement and agree that there shall be no presumption that any ambiguity in this Agreement should be construed against the Foundation solely as a result of the role of Foundation in the drafting of this Agreement, and that the provisions of this Agreement and all documents entered into pursuant to the Agreement are fair and reasonable.
Last updated