Terms of Service
DEUS FINANCE extended TERMS OF SERVICE First Disclaimer first published on: 24.08.2022 Last updated on: 10.05.2023
These Deus Finance Terms of Service, together with any documents expressly incorporated by reference (the “Terms” or the “Agreement”), are entered into by and between you or the company or any other legal entity you represent (the “User,” “Guest,” “Customer,” you or your, as the context may require). DEUS Labs A.G., duly incorporated and registered in the Marshall Islands (the “Company,” “Deus Finance,” “Deus,” we, or us, or our, as the context may require) and constitutes a binding legal agreement between you and the Company. You and the Company are each a “Party” and, together, the “Parties” to these Terms.
These Terms govern your access to and use of deus.finance & dei.finance, including any content, functionality (the “Website”), Deus Finance Platform that is accessible through the Website (the “Platform”), as well as any products and services offered on or through the Website, or the Platform (the “Services”), whether as a guest or a registered user. By accessing or using the Website, the Platform, or the Services, you are accepting these Terms (on behalf of yourself or the entity that you represent).
Please read the Terms carefully before using the Website, the Platform, or any of the Services. If you do not agree with all of the provisions of these Terms or any of these Terms is unacceptable for you, you must not access or use the Website, the Platform, or any of the Services.
If you have any questions or comments regarding these Terms, please get in touch with us at [email protected].
To be eligible to use or access the Website and/or the Platform, including any Services offered on or through the Website and/or the Platform, you must be of legal age to form a binding contract (at least 18 years old in most jurisdictions; or the applicable age of majority and contractual capacity in your country of residence). By accessing or using the Website and/or the Platform, including any Services offered on or through the Website and/or the Platform, you represent and warrant that you are of legal age to form a binding contract. If you are using or accessing the Website and/or the Platform, including any Services offered on or through the Website and/or the Platform, on behalf of a legal entity, you represent and warrant that such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and such a legal entity duly authorizes you to act on its behalf.
Any person or entity, including anyone acting on its behalf, being based, domiciled, located, or incorporated in or is a citizen or resident or green card holder in any territory under the jurisdiction of the United States of America, including any state of the United States of America or the District of Columbia (the “USA”), or Canada, Republic of Korea, Singapore, the People’s Republic of China, Bosnia, Albania, Belarus, Burma. Côte D'Ivoire (Ivory Coast), Cuba, Democratic Republic of Congo, Congo-Brazzaville, Congo-Kinshasa, Iran, Iraq, Liberia, North Korea, Sudan, Syria, Tajikistan, Russia, Zimbabwe, or any other country or territory included in the OFAC or any other US, UN, EU or other applicable sanctions list (together “Restricted Areas,” and each individually “Restricted Area”), as well as an individual employed by or associated with an entity, identified on BIS’s denied persons, unverified, or entity lists, or OFAC’s list of specially designated nationals, foreign sanctions evaders, or list of consolidated sanctions, or DDTC’s debarred parties list, may not access and use the Website, the Platform, and the Services, and must leave the Website immediately (“Ineligible Persons”, and each such person or entity individually, “Ineligible Person”).
The Company shall not be responsible for fraudulent, deceptive, or otherwise malicious use of any tools whatsoever by any Ineligible Person to use or access the Website, the Platform, and the Services, under the semblance of provenance from any other jurisdiction outside the Restricted Areas.
We reserve the right to revise and update these Terms from time to time at our sole discretion. All changes are effective immediately when we post them on the Website (with the “Last Revised” date on the top). You agree and acknowledge that the Company will not explicitly notify you about the possible amendments and modifications. Your continued use of the Website, the Platform, or the Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page each time you access this Website, the Platform, or the Services so you are aware of any changes, as they are binding on you.
Any other mandatory policies of the Company that you can access on the Website or other agreements entered into separately between you and the Company are considered an integral part of these Terms and have the same legal effect. Your use of the Website, the Platform, and the Services is conditional on accepting all supplementary terms published on the Website.
The following capitalized terms for the purpose of these Terms shall have the meanings hereinafter assigned to them unless the context clearly otherwise requires.
“Company,” “we,” “us,” or “our”: shall have the meaning as set out in the Preamble of these Terms.
“End User(s)”: shall mean an individual or entity which uses Service Based Works.
“Ineligible Person(s)”: shall have the meaning as set out in the Preamble of these Terms.
“Intellectual Property”: shall mean all of our intellectual property, including inventions, discoveries, processes, methods, compositions, formulae, techniques, information, source code, brand names, graphics, User interface design, text, logos, images, information, and data about the Services, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyrights or patents based thereon.
“Platform”: shall mean the Deus Finance platform located at deus.finance & dei.finance with any future modifications that the Company is developing.
“Privacy Policy”: shall mean Deus Finance Privacy Policy, accessible at the Website and incorporated herein by reference, for additional information regarding our privacy terms.
“Project Documentation”: shall mean Deus Finance Whitepaper as changed from time to time, available at docs.deus.finance and other documents available at the Website.
“Services”: shall mean the products and services offered by the Company on the Website and the Platform, along with any future modifications, as set out in Clause 5.
“Restricted Area(s)”: shall have the meaning as set out in the Preamble of these Terms.
“Terms”: shall mean these Deus Finance Terms of Services, including the schedules and any other documents incorporated herein by reference.
“User”, “Customer”, “you”, “yourself” or “your”: shall mean any person, whether natural or legal, accessing and using the Website, or directly/indirectly making use of the Platform, the Services.
“Website” shall mean the Company website located at deus.finance & dei.finance.
We reserve the right to withdraw or amend this Website, the Platform and any of the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website, the Platform and any of the Services, is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, Platform or Services, or the entire Website, Platform or Services, to users, including registered users.
To access the Website, the Platform and any of the Services, or some of the resources they offer, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website, the Platform and any of the Services, that all the information you provide is accurate, correct, current, and complete. You agree that all information you provide is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
Any other mandatory policies of the Company that you can access on the Website, or other agreements entered into separately between you and the Company are considered an integral part of these Terms and have the same legal effect. Your use of the Website, the Platform and the Services is conditional on the acceptance of all supplementary terms as published on the Website.
Your security. You are responsible for implementing reasonable measures for securing your account, user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Website and Platform accounts are personal to you and agree not to provide any other person with access to this Website and the Platform, or portions of it, using your user name, password, or other security information. You are not allowed to use another customer’s account. You agree to notify us immediately of any unauthorized access to, or use of, your user name or password or 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. The Company cannot and will not be liable for any loss or damage rising from your failure to comply with this Clause 3.4 or to secure your Website and Platform accounts and passwords, including, but not limited, to selecting a password that is not easily compromised.
Your information. We may use aggregate statistical information about your activity, including your activity on the Platform, Website and logins to various websites, for marketing or any other purpose at our sole discretion. However, we will not release your personally-identifying information to any third party without your consent, except as not prohibited by law or as set forth in these Terms or any other mandatory policies of the Company, that you can access on the Website.
ACKNOWLEDGEMENT AND ASSUMPTION OF RISKS
You acknowledge and agree that there are risks associated with accessing and using the Website, the Platform, as well as with receiving Services as disclosed and explained in the Risk Disclosures set forth in Schedule 1 hereto. If you have any questions regarding these risks, please contact us at [email protected].
You also acknowledge that you have been warned of the following risks, associated with the Website, the Platform, the Services and other relevant technologies mentioned herein and agree to absolve, and hold the Company harmless from any and all liability for any damages occurring in relation to any of the risks below.
BY ACCEPTING THESE TERMS, ACCESSING AND USING THE WEBSITE, THE PLATFORM, AND THE SERVICES, YOU EXPRESSLY AND FINALLY ACKNOWLEDGE, ACCEPT AND ASSUME ALL OF THE RISKS SET FORTH IN SCHEDULE 1 HERETO. ALL RISK OF LOSS TRANSFERS TO YOU UPON ACCESS AND/OR USE OF THE WEBSITE, THE PLATFORM, AND THE SERVICES.
We reserve the right to modify or discontinue any portion of the Services and to suspend or terminate Your access to the services we provide on our Website and/or the Platform at any time, without explicit notice to you, in certain, limited circumstances described herein.
You agree that we shall not be liable to you or any third party for any modification or termination of the Services, or suspension or termination of your access to the Services, except to the extent otherwise expressly set forth herein.
We grant you a license to use our Services. Contingent upon your ongoing compliance with these Terms, we grant you a personal, worldwide, revocable, non-exclusive and non-assignable license to use the software provided to you as part of our Services. The only purpose of this license is to allow you to use and enjoy the Services solely as permitted by these Terms.
We own all rights in the Services. We own any and all right, titles, and interests in and to the Services including, without limitation, any and all copyrights in and to any content, code, data, or other materials that you may access or use on or through the Website, the Platform and the Services. Except as expressly set forth herein, your use of or access to the Website, the Platform and the Services does not grant you any ownership or other rights therein.
We may use and share your feedback. Any comments, bug reports, ideas, or other feedback that you may provide about our Website, Platform and Services, including suggestions about how we might improve our Website, Platform and Services, are entirely voluntary. You agree that we are free to use or not use any feedback that we receive from you as we see fit, including copying and sharing such feedback with third parties, without any obligation to you.
Service Materials and Service Based Works. Services consists of an integrated development environment and related assets and tools we make available here (collectively, “Service Materials”).
You may incorporate into your programs or applications, and distribute as incorporated in such programs or applications, the Service Materials that we distribute within our Services. You acknowledge and agree that Services and Service Materials are not intended for in, or in association with, the operation of any illegal, unauthorized, or improper activity, scam, fraud, or any other activity led to money laundering, terrorist financing, etc. You further represent and warrant not to use Services in this direction. You are solely responsible for liability that may arise in connection with any such use.
In addition to the rights granted to you under these Terms, the Company also grants you a limited, revocable, non-exclusive, non-sublicensable (except to End Users as provided below), non-transferrable license to do the following during the legal, autorized and proper usage of these Terms:
- use, reproduce, modify and create derivatives of the Service Materials to develop and support your programs or applications (the “Service Based Works”);
- use, reproduce, modify, create derivative works of, publicly display, publicly perform, and distribute the Service Based Works to End Users;
- sublicense the rights to your End Users solely for the purpose of enabling your End Users to use the Service Based Works.
You and your End Users are responsible for all decisions made, advice given, actions taken, and failures to take action based on your use of Services, Service Materials and Service Based Works, any of your programs or applications, built, distributed or incorporated on the base of our Services and/or Service Materials.
You are solely responsible for providing your End Users with all necessary legally adequate information concerning your Service Based Works and obtaining any necessary data from such End Users to undergo KYC/AML/CFT procedures, and any necessary consents for the processing, storage, use and transfer any and all of the End User's information to comply with any and all applicable laws and regulations. You represent to us that you have provided all necessary information and obtained all necessary data and consents. You are responsible for notifying us in the event that any of the Service Based Works must be stopped, freezed, and/or deleted under applicable law.
You will not, and will not allow any third-party to, use the Services, Service Materials and/or Service Based Works to, directly or indirectly, develop or improve a similar or competing product or service.
Any service or other fees or any other prices of the Services offered on the Website or/and on the Platform shall be stated at all times on our Website or/and on the Platform and available to you before you make your purchase. If not expressly stated otherwise, all fees and prices are exclusive of VAT and any other taxes applicable.
Taxes. Users bear sole responsibility for paying any and all taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority associated with their use of the Website, the Platform and the Services, and/or payable as the result of using and/or exploiting any crypto assets and interacting with smart contracts. Blockchain-based transactions are novel, and their tax treatment is uncertain.
Prices listed are, unless stated otherwise, exclusive of transaction costs charged by the blockchain network in the network’s native currency to compensate for the computing energy required to successfully process and validate transactions on blockchain (“Gas Fees”). Payment of Gas Fees is entirely separate and independent from payments made to us for our Services.
Limited License. We hereby grant you a personal, non-exclusive, non-transferable, non-sublicensable and limited license, subject to these Terms, to access and use the Website, the Platform and the Services solely for informational, transactional, or other approved purposes as permitted by the Company from time to time. Any other use of the Website, the Platform and the Services is expressly prohibited. You agree that this Agreement does not grant you any rights in or licenses to the Website, the Platform and the Services, except for this express, limited license. You will not otherwise copy, transmit, distribute, sell, resell, license, decompile, reverse engineer, disassemble, modify, publish, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the content available on the Website and the Platform, or any other part of the Website and the Platform or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, you will not frame or display the Website and the Platform (or any portion thereof) as part of any other website or any other work of authorship without prior written permission. If you violate any portion of this Agreement, your permission to access and use the Website and the Platform may be terminated pursuant to this Agreement. In addition, we reserve the right to all remedies available by law and for any such violation.
Website Accuracy. Although we intend to provide accurate and timely information on the Website and the Platform, the Website and the Platform may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors.
Prohibited Use. In connection with your use of the Platform and the Services, and your interactions with other users, and third parties, hereby you agree and represent that: you will not violate any law, contract, intellectual property or other third-party rights and will not engage in any illegal, unauthorized, or improper activity.
you will not violate any applicable federal, state, local or international law or regulation, contract, Intellectual Property or other third-party rights and will not engage in any illegal, unauthorized, or improper activity;
without limiting the foregoing, you will not: (i) use any electronic communication feature of the Website, the Platform or the Services for any purpose that is unlawful, tortious, abusive, intrusive on another's privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening or hateful; (ii) upload, post, reproduce or distribute any information, software or other material protected by copyright or any other Intellectual Property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; (iii) use the Website, the Platform or the Services for any commercial purpose not expressly pre-approved by the Company in writing; (iv) use the Website, the Platform or the Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages (commercial or otherwise), defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others, publish, post, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information;
to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, the Platform or the Services, or which, as determined by us, may harm the Company or users of the Website, the Platform or the Services, or expose them to liability.
Additionally, you agree not to:
engage in behavior that will put your personal information at unnecessary risk, such as leaving, transmitting, or publishing your login or passwords;
upload, or otherwise make available, files that contain images, photographs, software, or other material subject to Intellectual Property rights, including, by way of example and not as a limitation, copyright or trademarks (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same, use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary rights of any party;
use the Website, the Platform or the Services in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website or the Platform, including their ability to engage in real time activities through the Website or the Platform;
use any robot, spider or other automatic devices, process or means to access the Website or the Platform for any purpose, including monitoring or copying any of the material on the Website or the Platform;
use any manual process to monitor or copy any of the material on the Website or on the Platform or for any other unauthorized purpose without our prior written consent;
use any device, software or routine that interferes with the proper working of the Website, the Platform or the Services;
introduce any viruses, trojan horses, worms, time or logic bombs, cancelbots, corrupted files or any other similar software or programs that may damage the operation of another’s computer or damage the property of another, advertise or offer to sell or buy any goods or services for any business purpose, falsify or delete any copyright management information such as author attributions, watermarks, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, violate any code of conduct or other guidelines that may be applicable, harvest or otherwise collect information about others, including email addresses, violate any applicable laws or regulations, or create a false identity for the purpose of misleading others;
attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the Platform or the Services, the server on which the Website or the Platform is stored, or any server, computer or database connected to the Website, the Platform or the Services;
otherwise attempt to interfere with the proper working of the Website, the Platform or the Services;
use the Website or the Platform to advertise or offer to sell goods and services;
sell or otherwise transfer your account/profile.
You acknowledge and agree that any violation of these Terms, including providing false or misleading information, can lead to termination of your use or participation in the Website, the Platform or the Services, deletion of your account and any content or information that you posted at any time, without warning, in our sole discretion.
RELIANCE ON INFORMATION POSTED
The information presented on or through the Website, the Platform or the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
Corrections. There may be information on the Website or the Platform that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Website or the Platform at any time, without prior notice.
This Website, the Platform or the Services may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, 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 Company. 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.
Advertisers. We allow advertisers to display their advertisements and other information in certain areas of the Website or the Platform, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Website or the Platform and any services provided on the Website or the Platform or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Website or the Platform, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.
Links from the Website and the Platform. If the Website or the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website or the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
These Terms shall not be understood and interpreted in a way that they would mean the assignment of Intellectual Property rights unless it is explicitly defined so in these Terms. You may not use any of Intellectual Property for any reason, except with our express, prior, written consent.
The Website, the Platform and any of the Services, including their design elements or concepts and any and all underlying Intellectual Property, including, but not limited to copyrights, patents, service marks, any registered trademarks, domain names and other proprietary rights, are the property of the Company, and are protected by copyright, patent, trade secret and other intellectual property laws. Unless otherwise expressly stated, the Company retains any and all rights, title and interest in and to the Website, the Platform and the Services (including, without limitation, all Intellectual Property rights), including all copies, modifications, extensions and derivative works thereof. Your right to use the Website, the Platform and the Services is limited to the rights expressly granted in these Terms. No licenses to use any of trademarks or any other Company’s brands are to be inferred or assumed pursuant to the use of any of the Services. All rights not expressly granted to you are reserved and retained by the Company.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ANY OF THE COMPANY PARTIES OR ANY OF THE ASSOCIATED PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY LOSSES OR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, DIMINUTION OF VALUE, LOSS OF USE OR DATA, LOSS OR DEPLETION OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF CONTRACT, DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, OR THE LIKE) ARISING OUT OF OR IN CONNECTION WITH ANY ACCEPTANCE OF OR RELIANCE ON THIS AGREEMENT, OR WITH THE USE OF THE WEBSITE, THE PLATFORM AND/OR THE SERVICES OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).
IN ADDITION TO THE FOREGOING, NO [INSERT THE COMPANY NAME] INDEMNIFIED PARTY SHALL BE LIABLE FOR ANY DAMAGES CAUSED IN WHOLE OR IN PART BY: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUCTED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) THE MALFUNCTION, UNEXPECTED FUNCTION OR UNINTENDED FUNCTION OF THE BLOCKCHAIN, ANY COMPUTER OR CRYPTO ASSET NETWORK (INCLUDING ANY WALLET PROVIDER), 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; (D) ANY CHANGE IN VALUE OF ANY CRYPTO ASSET; (E) ANY CHANGE IN LAW, REGULATION, OR POLICY; (VI) EVENTS OF FORCE MAJEURE; OR (F) ANY THIRD PARTY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ANY OF THE COMPANY PARTIES OR ANY OF THE ASSOCIATED PARTIES SHALL BE LIABLE FOR ANY CRYPTOGRAPHIC TOKENS, TOKENIZED ASSETS OR ANY TRADITIONAL ASSETS (LIKE STOCKS OR COMMODITIES) BEING USED ON THE WEBSITE, THE PLATFORM OR THE SERVICES IN A MANNER THAT (I) VIOLATES, EXPLOITS, OR HARMS, OR ATTEMPTS TO VIOLATE, EXPLOIT, OR HARM, THE LEGAL RIGHTS (INCLUDING THE RIGHTS OF PUBLICITY AND PRIVACY) OF ANY PERSON OR THIRD PARTY; (II) PROMOTES ANY ILLEGAL ACTIVITY, OR ADVOCATES, PROMOTES OR ASSISTS ANY UNLAWFUL ACT; (III) CAUSES ANNOYANCE, INCONVENIENCE OR NEEDLESS ANXIETY OR BE LIKELY TO UPSET, EMBARRASS, ALARM OR ANNOY ANY PERSON OR THIRD PARTY; (IV) STALKS, HARASSES, INTIMIDATES, OR HARMS ANY PERSON OR THIRD PARTY; (V) TRACKS ANY PERSON OR THIRD PARTY WITHOUT THEIR EXPLICIT CONSENT; (VI) COULD GIVE RISE TO ANY CIVIL OR CRIMINAL LIABILITY UNDER ANY APPLICABLE LOCAL, STATE, NATIONAL OR INTERNATIONAL LAWS, STATUTES, ORDINANCES, RULES, REGULATIONS OR ETHICAL CODES GOVERNING YOUR JURISDICTION, INCLUDING CONFIDENTIALITY, DATA PROTECTION, AND INTELLECTUAL PROPERTY LAWS; OR (VII) ENGAGES IN ANY ILLEGAL, UNAUTHORIZED OR IMPROPER ACTIVITIES.
TO THE FULLEST EXTENT AS PERMITTED BY LAW, ACCESS TO, AND USE OF, THE SERVICES, PRODUCTS OR THIRD-PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA RESULTING THEREFROM. IN NO EVENT WILL THE DEUS Labs AG INDEMNIFIED PARTIES’ CUMULATIVE LIABILITY TO YOU OR ANY OTHER USER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY EXCEED.
UNDER NO CIRCUMSTANCES SHALL ANY DEUS Labs INDEMNIFIED PARTY 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.
THE LIMITATIONS SET FORTH IN THIS CLAUSE 10 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF THE COMPANY.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Clause 10 may not apply to you.
INDEMNIFICATIONS
You agree to indemnify, defend, and hold harmless the Company, its present and future Affiliates and Service Providers, and each of their present and future officers, directors, agents, joint venturers, employees, representatives, partners, and licensors (collectively “Indemnified Parties”, and each such person or entity individually, “Indemnified Party”) from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of: (a) your breach or alleged breach of the Agreement (including, without limitation, these Terms); (b) anything you contribute to the Services; (c) your misuse of the Website, the Platform and the Services, or any smart contract and/or script related thereto; (d) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities; (e) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property, or privacy right; (f) your use of a third-party product, service, and/or website; or (g) any misrepresentation made by you. We reserve the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with our defense of any claim. You will not in any event settle any claim without our prior written consent.
We make no representations or warranties. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR INDEMNIFIED PARTIES MAKE NO GUARANTEES OF ANY KIND IN CONNECTION WITH THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY AND THE INDEMNIFIED PARTIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) THE WEBSITE, THE PLATFORM AND THE SERVICES BEING ACCURATE, COMPLETE, CURRENT, RELIABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. INFORMATION (INCLUDING, WITHOUT LIMITATION, THE VALUE OR OUTCOME OF ANY TRANSACTION) AVAILABLE THROUGH THE SERVICE IS PROVIDED FOR GENERAL INFORMATION ONLY AND SHOULD NOT BE RELIED UPON OR USED AS THE SOLE BASIS FOR MAKING DECISIONS. ANY RELIANCE ON THE SERVICES IS AT YOUR OWN RISK; (B) INJURY OR DAMAGE RESULTING FROM THE SERVICES. FOR EXAMPLE, YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE SERVICES MAY CONTAIN AUDIO-VISUAL EFFECTS, STROBE LIGHTS OR OTHER MATERIALS THAT MAY AFFECT YOUR PHYSICAL SENSES AND/OR PHYSICAL CONDITION. FURTHER, YOU EXPRESSLY ACKNOWLEDGE THAT WE AND OUR INDEMNIFIED PARTIES ARE NOT RESPONSIBLE FOR LOSS OR DAMAGE CAUSED BY ANOTHER USER’S CONDUCT, UNAUTHORIZED ACTORS, OR ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES; (C) VIRUSES, WORMS, TROJAN HORSES, TIME BOMBS, CANCEL BOTS, SPIDERS, MALWARE OR OTHER TYPE OF MALICIOUS CODE THAT MAY BE USED IN ANY WAY TO AFFECT THE FUNCTIONALITY OR OPERATION OF THE SERVICES.
THE COMPANY AND THE INDEMNIFIED PARTIES ALSO SPECIFICALLY DISCLAIM ANY REPRESENTATION, WARRANTY OR UNDERTAKING IN ANY FORM WHATSOEVER TO ANY ENTITY OR PERSON, INCLUDING ANY REPRESENTATION, WARRANTY OR UNDERTAKING IN RELATION TO THE TRUTH, ACCURACY AND COMPLETENESS OF ANY OF THE INFORMATION SET OUT IN THIS AGREEMENT AND THE PROJECT DOCUMENTATION. WE ARE NOT RESPONSIBLE FOR THE CRYPTOCURRENCY MARKET, AND WE MAKE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE REAL OR PERCEIVED VALUE OF CRYPTOGRAPHIC TOKENS AS DENOMINATED IN ANY QUOTED CURRENCY. YOU UNDERSTAND AND AGREE THAT THE VALUE OF ANY CRYPTOGRAPHIC TOKEN CAN BE VOLATILE, AND WE ARE NOT IN ANY WAY RESPONSIBLE OR LIABLE FOR ANY LOSSES YOU MAY INCUR BY HOLDING OR TRADING CRYPTOGRAPHIC TOKENS, EVEN IF OUR SERVICES ARE DELAYED, SUSPENDED, OR INTERRUPTED FOR ANY REASON. FURTHER, THE COMPANY AND ITS INDEMNIFIED PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY, SUITABILITY, TRUTH, USEFULNESS, ACCURACY, OR COMPLETENESS OF THE SERVICES OR ANY MATERIALS CONTAINED THEREIN. FOR CONSUMERS ONLY: WHERE APPLICABLE CONSUMER PROTECTION LAW LIMITS THE EFFECTIVENESS OF ANY PROVISION OF THESE TERMS WITH RESPECT TO CONSUMERS, SUCH PROVISION SHALL CONTINUE TO APPLY TO THE MAXIMUM EXTENT AS PERMITTED BY LAW.
No financial advice. WE DO NOT PROVIDE INVESTMENT ADVICE IN ANY MANNER WHATSOEVER. ANY INFORMATION MADE AVAILABLE ON THE WEBSITE AND THE PLATFORM SHOULD IN NO EVENT BE CONSTRUED AS PROVIDING, ANY INVESTMENT OR OTHER FINANCIAL ADVICE OF ANY KIND. YOU SHOULD ALWAYS SEEK FINANCIAL AND/OR INVESTMENT ADVICE AND DO YOUR OWN INDEPENDENT RESEARCH BEFORE USING OUR WEBSITE, OUR PLATFORM OR OUR SERVICES. IF YOU CHOOSE TO ENGAGE IN TRANSACTIONS BASED ON CONTENT ON THE WEBSITE, THEN SUCH DECISIONS AND INVESTMENTS AND ANY CONSEQUENCES FLOWING THEREFROM ARE YOUR SOLE RESPONSIBILITY.
Force Majeure. We shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure results from events, circumstances, or causes beyond its reasonable control. The Parties agree that due to the specific nature of the blockchain / DLT field, the circumstances of force majeure shall in particular include also (but shall not be limited to) interruption in telecommunications or Internet services or network provider services, failure of equipment, and/or software, hacker attacks, market disturbances, increased and uncontrolled volatility of the cryptographic tokens price, other major event or natural catastrophe, change of laws or regulations, adverse regulatory or enforcement action of public authorities, technical failures and the like).
Entire Agreement. These Terms, including all schedules, and other documents, incorporated herein by reference, represent the entire agreement between you and us regarding the subject matter of these Terms, in particular, the use of the Website, the Platform, and the Services. These Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of these Terms. We will not be bound by, and specifically object to, any term, condition, or other provision which is different from or in addition to the provisions of these Terms (whether or not it would materially alter these Terms) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other documents. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms on the Website and include the date of the update. The amended Terms will be effective immediately. We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control.
Waiver. Save if expressly otherwise provided in this Agreement, neither the failure nor any delay by us in exercising any right, power, remedy or privilege under these Terms or the documents referred to herein will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.
Governing Law and Jurisdiction. These Terms will be governed by and construed and enforced in accordance with the laws of the Marshall Islands. Any dispute between the Parties arising out of or relating to these Terms will be resolved and filed only in the courts of the Marshall Islands. You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.
Severability. In the event any one or more of the provisions of these Terms is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provisions of these Terms, and the remaining provisions of these Terms will remain operative and in full force and effect and will be interpreted according to the true will of the Parties.
Disputes. By accessing and using the Website, the Platform and the Services, you agree that any and all disputes or claims that cannot be resolved between the Parties, and causes of action arising out of or connected with these Terms, the use of Website, the Platform, and the Services, including disputes relating to its validity, breach, and termination, and any disputes, shall be resolved individually, without resort to any form of class action, exclusively before a court located in Marshall Islands having jurisdiction. Further, in any such dispute, under no circumstances shall you be permitted to obtain awards for, and hereby waives all rights to, punitive, incidental, or consequential damages, including reasonable attorney’s fees, other than actual out-of-pocket expenses (i.e. costs associated with accessing and using the Website, the Platform and the Services). You further waive all rights to have damages multiplied or increased. Prior to filing any claims in accordance with Clause 13.6, you undertake to send such a claim or request directly to the Company via email at [email protected]. You agree that you will not file any claims in accordance with Clause 13.6 earlier than 30 (thirty) days after sending such claim or request to the Company in accordance with this Clause 13.6. Any claim, filed with the court contrary to the rules set out in this Clause 13.6, shall be rejected immediately by the tribunal as premature.
SCHEDULE 1 - RISKS DISCLOSURES
Financial risks.
The risk of loss in holding any cryptographic tokens can be substantial. You should therefore carefully consider whether holding any cryptographic tokens is suitable for you in light of your financial condition. When considering whether to hold any cryptographic tokens, you should be aware that the price or value of cryptographic tokens can change rapidly, decrease, and potentially even fall to zero.
You also acknowledge and agree that the cost of transacting on such technologies is variable and may increase at any time causing an impact on any activities taking place on the blockchain network. The Company does not invite or make any offer to acquire, purchase, sell, transfer or otherwise deal in any crypto asset. Third parties may provide services involving the acquisition, purchase, sale, transfer, or exchange of crypto-assets; the Company does not provide any such service and does not undertake any liability in connection thereto. You acknowledge and agree with these risks and represent that the Company cannot be held liable for changes and fluctuations in value or increased costs.
Internet transmission risks
You acknowledge and understand that there are risks associated with using crypto assets, including, but not limited to, the risk of hardware, software, and Internet connections failure or problems, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that the Company will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using any blockchain network, Website, Platform, and Services, howsoever caused.
Risk of theft and hacking, unfavorable regulations, market changes
Any cryptographic tokens and any blockchain technology or distributed ledger technology-related projects are new and relatively untested and outside of our exclusive control. Any adverse changes in market forces, the technology and the regulatory environment impacting our performance under these Terms shall absolve us from responsibility in this regard, including but not limited to hacking attacks, possible theft, unfavorable regulatory action, or unclear legal/tax status of cryptographic tokens.
You acknowledge and agree that cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to smart contracts, cryptocurrencies, the Platform, and the Services, which could result in the theft or loss of your cryptographic tokens or property, among other potential consequences. By accessing the Website, using the Platform and the Services, you acknowledge and agree to undertake these risks.
The Services-related risks
You acknowledge the risks of using the Services. You bear sole responsibility for evaluating the Services before using them, and all transactions accessed through the Services are irreversible, final, and without refunds. The Services may be disabled, disrupted or adversely impacted as a result of sophisticated cyber-attacks, surges in activity, computer viruses, and/or other operational or technical challenges, among other things. We disclaim any ongoing obligation to notify you of all of the potential risks of using and accessing our Services. You agree to accept these risks and agree that you will not seek to hold us responsible for any consequent losses.
You agree and acknowledge that we do not represent or warrant that any of the Services we provide or the Website and/or the Platform itself are secure from a hacker or other malicious attack, which may result in the stealing or the loss of the User confidential information or any other data.
We do not guarantee the quality or accessibility of the Services
As a condition to accessing or using the Website, the Platform or the Services, you acknowledge, understand, and agree that from time to time, the Website, the Platform and the Services may be inaccessible or inoperable for any reason, including, but not limited to equipment malfunctions, periodic maintenance procedures or repairs, causes beyond our control or that we could not reasonably foresee, disruptions and temporary or permanent unavailability of underlying blockchain infrastructure or unavailability of third-party service providers or external partners for any reason.
You acknowledge and agree that you will access and use the Website, the Platform and the Services, at your own risk. You should not engage in blockchain-based transactions unless it is suitable given your circumstances and financial resources. By using the Services, you represent that you have been, are and will be solely responsible for conducting your own due diligence into the risks of a transaction and the underlying smart contracts and crypto assets.
The Website, the Platform and the Services, as developed may not meet your expectations
The Website, the Platform and the Services are currently under development and may undergo significant changes before the release of the final version. Your expectations regarding the form and functionality of the Website, the Platform and the Services may not be met upon release of the Website, the Platform, deployment of the Services, additional products and services for any number of reasons, including a change in the design and implementation plans and execution of the implementation of the Platform and the Services. The Company does not offer any guarantee as to the marketability or expected use of Services and/or Platform.
The Services may never be completed or released
The Services may never be released and operational, even though the Company will make reasonable efforts to complete and deploy it.
Third-party services risks
We are not responsible for the content or services of any third-party, including, without limitation, any network, or apps like Discord, or MetaMask, and we make no representations regarding the content or accuracy of any third-party services or materials. The use and access of any third-party products or services, including through the Services, is at your own risk.
Legal risks regarding securities regulations
There is a risk that in some jurisdictions the cryptographic tokens might be considered a security, or that it might be considered a security in the future. The Company does not give warranties or guarantees that cryptographic tokens will not be regarded as security in all jurisdictions. Each User shall bear their own legal or financial consequences of cryptographic tokens being considered security in their respective jurisdiction.
The legal ability of the Company to provide access to the Website, the Platform and the Services in some jurisdictions may be hindered or eliminated by future regulation or legal actions.
Risk of unfavorable regulatory action in one or more jurisdictions
Blockchain technologies have been the subject of scrutiny by various regulatory bodies around the world. The functioning of the blockchain networks and cryptographic tokens and Token may be impacted by one or more regulatory inquiries or actions, including but not limited to restrictions on the use or possession of the cryptographic tokens, which could impede or limit their existence, permissibility of their use and possession, and their value.
We reserve the right to restrict your access from engaging with the Website, the Platform and the Services
You agree that we have the right to restrict your access to the Website, the Platform and the Services via any technically available methods if we suspect, in our sole discretion, that:
(a) you are using the Services for money laundering or any illegal activity;
(b) you have engaged in fraudulent activity;
(c) you have acquired crypto assets using inappropriate methods, including the use of stolen funds to purchase such assets;
(d) you are the target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or any other legal or regulatory authority in any applicable jurisdiction;
(e) either you, as an individual or an entity, or your wallet address is listed on the Specially Designated Nationals and Blocked Persons List (“SDN List”), Consolidated Sanctions List (“Non-SDN Lists”), or any other sanctions lists administered by OFAC;
(f) you are located, organized, or resident in a country or territory that is, or whose government is, the subject of sanctions, including but not limited to the Republic of Korea, Singapore, the People’s Republic of China, Bosnia, Albania, Belarus, Burma, Côte d'Ivoire (Ivory Coast), Cuba, Democratic Republic of Congo, Congo-Brazzaville, Congo-Kinshasa, Iran, Iraq, Liberia, North Korea, Sudan, Syria, Tajikistan, Russia, Zimbabwe or any other country or territory included in the OFAC or any other US, UN, EU or other applicable sanctions list; or
(g) you have otherwise acted in violation of these Terms. If we have a reasonable suspicion that you are utilizing the Website and/or the Platform for illegal purposes, we reserve the right to take whatever action we deem appropriate.
Unanticipated risks
Cryptocurrencies and blockchains are new and untested technology. In addition to the risks set forth here, there are risks that the Company cannot foresee and it is unreasonable to believe that such risks could have been foreseeable.
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