Magic Launchpad Terms and Conditions
1. About this Page:
Welcome to Magic Square Launchpad and the “Terms of Conditions” that govern Magic Square Launchpad. Magic Square’s Launchpad serves as a platform where emerging and prospective blockchain-focused enterprises can showcase their business concepts and conduct crowdfunding initiatives to support their projects and refers to the Magic Square Launchpad located at the URL Launchpad.magicsquare.io (the “Platform”). Those terms and conditions shall be referred to hereinafter as the “Terms” and shall legally binding agreement between Magic Square INT LTD (hereinafter referred to as “Our”, “Us”, or “We”) and the User (hereinafter referred to as “You” or “Your”) for access or usage of the Platform as defined below. You may use the Platform from any device, including your computer or mobile phone device (iOS or Android), laptop, or any other device, and these Terms will control your use of the Platform.
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. BY CLICKING “ACCEPT” AND/OR USING OUR SERVICES PROVIDED ON OUR PLATFORM (“SERVICES”), YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS THE PLATFORM OR USE OUR SERVICES.
2. Interpretation:
Whenever used in these Terms, the words “include(s)," “including,” “such as,” and “for example” are used and intended without limitation.
Words using the singular or plural number also include the plural or singular number, respectively;
Magic Square INT LTD and the User are hereinafter jointly referred to as the "Parties" and individually as the "Party";
The word “Section” refers to a specifically identified portion of these Terms, each delineated and numbered for organizational and reference purposes;
words of any gender are deemed to include the other gender;
the words “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Terms or specified Section of these Terms, as the case may be;
where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase shall have corresponding meanings;
Words used herein, unless separately defined, shall be interpreted according to their ordinary meaning. Words used herein can be defined at any point within these Terms and shall retain their defined meaning throughout the entirety of these Terms, if used in capitalized form.
The word "Applicable Laws" refers to any statute, law, regulation, ordinance, rule, judgment, notification, principle of common law, order, decree, by-law, governmental sanction, directive, guideline, stipulation, or any other governmental limitation. This also encompasses any analogous form of decision, determination, interpretation, policy, or administration, possessing the legal force of any pertinent governing authority. These may be in effect either as of the effective date of these Terms or subsequent thereto and they may originate from common law or the legal statutes of any relevant jurisdiction.
3. Services:
As part of our Services offered on the Platform, we provide a Token Launchpad via our Platform, where third parties (the “Projects”) are selling their utility tokens, which are a form of a representation of an asset or interest that has been tokenized on an existing cryptocurrency's blockchain (the “Tokens”), to You the users of the Platform, and which have been developed on all applicable blockchain networks. We do not offer, as part of our Services, any digital wallet services, digital exchange services, brokering services, financial services, or credit services. We provide a peer-to-peer service that enables Users to discover different crypto related projects and their Tokens and which are available on public blockchains and directly interact with each other in relation to such Tokens. We do not have custody or control over the Tokens or blockchains you interact with and we do not execute or effectuate purchases, transfers, payments, or sales of the Tokens. In order to utilize our Services, you must use a third-party wallet, which enables you to engage in transactions on the blockchain. We draw your attention to the fact that Metamask, Exodus, Wallet Connect, and so on are third parties and advise you to read their terms of use. We are not a party to any agreement between You and any of the Projects. You shall bear full responsibility for verifying the identity, legitimacy, and authenticity of Tokens that you purchase from any Project or any third party that operates on the Platform. We make no claims or representations on or about the identity, legitimacy, functionality, or authenticity of any other user of the Platform. The Platform operates in a decentralized manner. Upon deployment of the smart contract, it is immutable and cannot be modified or tampered by Us or any third party. We do not provide custody services or assume responsibility for your funds. You shall transfer your funds to a smart contract, following which the Platform transfers the ownership of the smart contract to the applicable project for it to access the funds. At no juncture do we exert control over your funds. If you are a User using the Launchpad, the Platform, or our Services on behalf of another party (i.e. employer or a business entity), you, in your individual capacity, represent and warrant that you are authorized to act on behalf of such other party and that such other party acknowledges and accepts these Terms. For the avoidance of doubt, services provided by third-party service providers, are not provided by us, and we have no control over the provision of these services, and neither are we a party to any agreement entered into in relation to such third-party services. We shall not be liable for any failure or nonperformance of such third-party services or any damages or losses incurred in connection thereto.
4. Legal Contract:
Whenever you access or use our Platform for any purpose, these Terms shall become applicable to you. You shall not do any such activity on the Platform that will breach the Terms, and you may become legally liable for the same. If you do not want to be legally bound by these Terms, you shall not access or use the Platform, or if accessing or using the Platform, then stop accessing or using the Platform.
5. Meaning of You:
The term “You” also refers to a registered user or unregistered user (visitor) accessing or using the Platform. A registered user is a user of the Platform having a registered account on the Platform. An unregistered user is a user of the Platform who does not have a registered account on the Platform. The Terms “We” and “You” may be collectively referred to as "Parties" and individually as “Party”.
6. Authorized Individual or Signatory:
If you are using this Platform on behalf of a business entity/organization/legal entity/association/firm/enterprise (collectively the “Company”), you agree to us that you are authorized by such Company to use the Platform on its behalf and you are accepting the applicability of these Terms on its behalf and binding that Company.
7. Use of Platform by Minor or Child:
You must be at least 18 years of age or the applicable age of majority and contractual capacity in your jurisdiction (the “Legal Age”) to access or use this Platform. By accessing or using the Platform, you represent and warrant that you are of Legal Age to do so. If you are under or below the Legal Age or are a minor or child, you are prohibited from accessing or using the Platform.
Parents and guardians are responsible for supervising the online activities of minors and children and ensuring compliance with age restrictions. If you become aware that a minor or child has accessed the Platform without authorization, please contact us immediately so that we can take appropriate action.
We reserve the right to terminate or suspend access to the Platform for any individual who violates this prohibition. By accessing or using the Platform, you agree to abide by this restriction and acknowledge that we are not liable for any unauthorized access or use by minors or children.
8. Legal Compliance:
You shall not be permitted accessing nor using or accessing this Platform from a jurisdiction or country including USA, UK, Canada, China, Hong Kong, Yemen, Bosnia, Afghanistan, Seychelles Lybia, and all sanctioned OFAC countries (DR Congo, Iran, Myanmar, Sudan, Iraq, Ivory Coast, North Korea, Venezuela, Syria, Zimbabwe, Cuba, Liberia).
9. Registration & Account Management:
If you wish to access or use the Platform, you must create an account on the Platform. For creating an account on the Platform, you must complete the Know Your Customer (KYC) and / or the Know Your Business (KYB) verification, and provide your wallet and email information during registration. The creation of multiple or duplicate accounts on the Platform is strictly prohibited.
10. Platform Use:
You must use this Platform only for legitimate and lawful purposes. You must adhere to all platform guidelines, participate ethically in IDOs, and engage responsibly in community discussions. You must comply with our single-account policy, refrain from participating from restricted jurisdictions, and adhere to all KYC and anti-fraud measures. You must engage in a respectful and constructive manner within the community. You must not do any unlawful activities on the Platform that may damage the Platform including:
uploading or transmitting viruses or any other type of malicious code that will or may be used in any way that will affect its functionality or operation;
collecting or tracking the information of other users or unlawfully gathering information about other users;
interfering with or destroying the security features of the Platform through any unauthorized access.
The publication on the Platform of any person’s contact details does not constitute any implied or express consent by Us or by such person to receive unsolicited commercial electronic messages or spam.
We reserve the right to terminate, delete or suspend your account for violation of Terms or any unlawful activity on the Platform.
11. Representations and Warranties:
There is a risk of losing cryptocurrency & other funds of value when using the Platform and we have no responsibility to you for any such loss;
You are not a Politically Exposed Person (PEP) nor are you on any U.S. or EU Sanctions lists or terrorism finance watchlists, and that you will inform us immediately if you enter onto one of these lists or change your residence to a prohibited jurisdiction.
You are solely responsible for any applicable taxes which may be payable on cryptocurrency traded or transacted by you through your using the Platform;
Any cryptographic tokens, 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, technology, and 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.
12. Modification of Terms:
We may modify these Terms from time to time and at any time. When we publish the modified Terms on the Platform, the modified Terms will replace the prior version of these Terms. The modified Terms will be applicable to you from the time they are published on the Platform. The Terms may be modified partly or as a whole. If the Terms are modified partly, the newly modified Terms along with the remaining old version of Terms will entirely constitute the modified Terms. If the Terms are modified entirely, such Terms will mean the modified Terms.
13. Notification of Modification:
When you visit the Platform for the first time after the Terms have been modified, you will be notified via email, a pop-up appearing on the Platform, or a banner posted on the header of the Platform, requiring you to provide your consent to the modifications. Your continued use of the Platform after the modification of these Terms and you providing the consent will be deemed as your continued acceptance of the updated Terms.
14. Marketing:
We reserve the right to conduct marketing activities, including email marketing, newsletters, text messaging, newsletters, or any other marketing methods, through this Platform. These activities may occur multiple times and serve the purpose of notifying you about new IDOs, special campaigns, upcoming events, webinars, announcing new features on the Platform, or any other related information pertaining to our Platform. You will be provided with an option to opt-out of receiving such marketing messages. For instance, for email marketing, you may click on the unsubscribe button or link to opt-out of receiving such marketing messages. You may also opt out from receiving any marketing from us by contacting us.
15. Typographical Errors:
We may make typographical errors or inaccuracies or omissions on the Platform. When such mistakes come to our notice or are brought to our notice by users, we correct such mistakes immediately. We may do so without any notice to you.
16. Intellectual Property Rights:
The term “Magic Square Launchpad” or any other logos, names, product names, domain names, service names, legal entity names, brand names (collectively referred to as the "Marks") displayed on the Platform are proprietary trademarks owned exclusively by us. The Marks are protected by the Applicable Laws including intellectual property laws and regulations applicable. Any unauthorized use, reproduction, distribution, or modification of the Marks without our prior written consent is strictly prohibited and may result in legal action. You are strictly prohibited from using the Marks in any manner that may cause confusion amongst our customers, or in any manner that disparages or discredits us. Additionally, the Marks shall not be used in connection with any product or service that is not provided or endorsed by us, without prior written authorization from us. All materials, including images, text, illustrations, designs, icons, photographs, programs, music clips, processes, technology, content, software, downloads, video clips, and the compilation of such materials (collectively referred to as the "Contents"), displayed on the Platform are our exclusive property. The Contents are protected by the Applicable Laws. You may only access or use the Contents for limited, personal, non-commercial purposes in accordance with the Terms and conditions set forth in these Terms. Any unauthorized use, reproduction, distribution, or modification of the Contents without our prior written consent is strictly prohibited and may result in legal action. We grant you a limited, revocable, non-transferable, and non-exclusive license to access and use the Marks and Contents for limited, personal, and non-commercial purposes only. This license does not transfer any rights, title, or interest in the Marks or Contents to you, and any use of the Marks or Contents beyond the scope of this license is strictly prohibited. We expressly and exclusively reserve all rights, titles, interests, and intellectual property rights in the Marks and Contents. You acknowledge and agree that no rights, titles, or interests in the Marks or Contents are transferred to them as a result of your use of the Platform.
17. Submissions:
All reviews, comments, feedback, testimonials, submissions, ratings, suggestions, ideas, and other submissions in any form disclosed, submitted or offered to us through Platform’s ticket system, Telegram and Discord channels during discussions or interactions (collectively, the “Submissions”) shall be and remain our property. Such disclosure, submission, or offer of any Submissions shall constitute an assignment to us of all worldwide rights, titles, and interests in all copyrights and other intellectual properties in the Submissions. Thus, we own exclusively all such rights, titles, and interests and shall not be limited in any way in its use, commercial or otherwise, of any Submissions. We will be entitled to use, reproduce, disclose, modify, adapt, create derivative works from, publish, display and distribute any Submissions you submit for any purpose whatsoever, without restriction and without compensating you in any way. We are and shall be under no obligation to:
maintain any Submissions in confidence;
pay you any compensation for any Submissions;
respond to any Submissions.
You agree that any Submissions submitted by you on the Platform will not violate these Terms or rights of any third party, including copyright, trademark, privacy, or other personal or proprietary right(s), and will not cause injury to any person or entity. You further agree that no Submissions submitted by you on the Platform will be or contain libelous or otherwise unlawful, threatening, abusive, or obscene material, or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam”. We do not regularly review posted Submissions but do reserve the right (but not the obligation) to monitor and edit or remove any Submissions submitted to the Platform. You grant us the right to use the name that you submit in connection with any Submissions. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any Submissions you submit. You are and shall remain solely responsible for the content of any Submissions you make, and you agree to indemnify us and our affiliates, directors, officers, employees, agents, or licensors (IF ANY) for all claims resulting from any Submissions you submit. We and our affiliates, directors, officers, employees, agents, or licensors (IF ANY) take no responsibility and assume no liability for any Submissions submitted by you or any third party.
18. Your Content:
By submitting projects or any content related to the projects (collectively referred to as "Your Content") to the Platform, you grant us the right to use, display, reproduce, modify, distribute, and promote the Your Content as part of our services, including but not limited to promoting Initial DEX Offerings (IDOs) and related activities. This grant of rights includes the following:
License and Rights
You hereby grant us a non-exclusive, royalty-free, worldwide, perpetual, and irrevocable license to use Your Content for the purposes of operating, promoting, and improving our Platform. This license includes the right to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, and distribute Your Content in any form, medium, or technology now known or later developed.
Content Ownership
You represent and warrant that you own or have obtained all necessary rights, licenses, consents, and permissions to submit and grant the rights to Your Content as described herein. You retain ownership of Your Content, and our use of Your Content does not transfer ownership rights to us.
User Responsibilities
You are solely responsible for Your Content you submit to the Platform. This includes ensuring that Your Content does not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party. Your Content must not be unlawful, offensive, or inappropriate.
Your Content Usage
We may use Your Content to promote and showcase projects and activities on our Platform, including but not limited to featuring projects, displaying project details, and promoting IDOs. We may also share Your Content with our partners, affiliates, and third-party service providers for promotional purposes related to our Platform.
Modification and Removal
We reserve the right (not obligation) to review, modify, or remove Your Content that violates our Terms and conditions or is deemed inappropriate or unlawful.
19. Testimonials:
At various places on this Platform, you may find testimonials from our clients and/or customers. The testimonials are actual statements made by users and have been truthfully conveyed on this Platform. Although these testimonials are truthful statements about results obtained by these clients and/or customers, the results obtained by these clients and/or customers are not necessarily typical. You specifically recognize and agree that the testimonials are not a guarantee of results that you or anyone else will obtain by using our Platform. Your experience may vary and will be based on your individual experience. The use of our Platform should be based on your own due diligence.
20. Disclaimer of Warranties:
THE PLATFORM, INCLUDING THE CONTENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, OR AVAILABILITY. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. WHILE WE STRIVE TO PROVIDE ACCURATE AND UP-TO-DATE INFORMATION ON THE PLATFORM, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ABOUT THE COMPLETENESS, ACCURACY, RELIABILITY, SUITABILITY, OR AVAILABILITY OF THE CONTENT, MATERIALS, INFORMATION PROVIDED ON OR THROUGH THE PLATFORM FOR ANY PURPOSE. ANY RELIANCE YOU PLACE ON SUCH INFORMATION IS STRICTLY AT YOUR OWN RISK. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. ANY CONTENT, MATERIALS, INFORMATION PROVIDED BY THIRD PARTIES THROUGH THE PLATFORM ARE PROVIDED SOLELY BY SUCH THIRD PARTIES, AND WE DO NOT ENDORSE, WARRANT, OR GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF SUCH CONTENT, MATERIALS, INFORMATION. YOU ACKNOWLEDGE AND AGREE THAT YOU USE THE PLATFORM AND ITS CONTENT AT YOUR OWN RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE PLATFORM OR RELIANCE ON ANY INFORMATION PROVIDED ON OR THROUGH THE PLATFORM. THE PLATFORM OR ITS CONTENTS IN ANY MANNER DO NOT CONSTITUTE PROFESSIONAL ADVICE. YOU SHOULD NOT RELY ON THE PLATFORM OR ITS CONTENT AS A SUBSTITUTE FOR PROFESSIONAL ADVICE OR GUIDANCE, AND YOU SHOULD CONSULT APPROPRIATE PROFESSIONALS FOR ADVICE REGARDING YOUR SPECIFIC SITUATION.
21. Third-Party Platform/Apps Links:
The Platform may have links to other third-party websites or apps. Please be aware that we do not review or monitor the links to third-party websites or apps and also do not endorse them. If you are clicking on the links of third-party websites or apps, we request you to first read the third-party website/app Terms and policies posted on their respective websites/apps. If you continue to use the third-party websites/apps either without reading their Terms and policies or after reading them, you are doing so at your own risk. We recommend you to first read their legal Terms and privacy policy before accessing or using such third-party websites or apps. We do not endorse any such third-party websites/apps or their content, hence we shall not be liable for the same in any manner. These Terms do not apply when you visit the third-party website/apps or view its content through the links provided on the Platform.
22. Platform Interruptions:
Your use of the Platform may not be uninterrupted, timely, secure, or error-free. The Platform may face interruptions due to any scheduled or unscheduled maintenance, overload due to traffic, or emergency service. Such interruptions may occur at any time. We shall not be liable in any manner for any loss or damage suffered by you due to such interruptions.
23. Liability:
TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS (IF ANY) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING FROM OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE PLATFORM.
DESPITE THE FOREGOING LIMITATIONS, IF WE ARE HELD LIABLE, OUR TOTAL LIABILITY INCLUDING THE LIABILITY OF OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS (IF ANY) FOR ALL CLAIMS ARISING FROM OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE PLATFORM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT PAID YOU PAY DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION MAY NOT APPLY IN CERTAIN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN SUCH OUR TOTAL LIABILITY INCLUDING THE LIABILITY OF OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS (IF ANY) SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. ADDITIONALLY, YOU MAY HAVE ADDITIONAL RIGHTS UNDER APPLICABLE LAWS, WHICH ARE NOT AFFECTED BY THE TERMS OF THESE TERMS.
24. Indemnity:
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS US AND OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS (IF ANY) FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RELATED TO:
YOU BREACH OF ANY PROVISION OF THESE TERMS;
YOUR USE OF THE PLATFORM;
ANY CONTENT OR MATERIALS UPLOADED, SUBMITTED, OR TRANSMITTED BY YOU THROUGH THE PLATFORM;
ANY VIOLATION OF APPLICABLE LAWS OR REGULATIONS BY YOU
ANY THIRD-PARTY CLAIMS ALLEGING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS ARISING FROM YOUR USE OF THE PLATFORM.
WE RESERVE THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY US, AND YOU AGREE TO COOPERATE WITH OUR DEFENSE OF THESE CLAIMS. YOU AGREE NOT TO SETTLE ANY MATTER WITHOUT OUR PRIOR WRITTEN CONSENT. WE WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE OF IT.
25. Relationship:
You shall at all times remain an independent contractor. No agency, partnership, or joint venture has been created between you and us as a result of these Terms. Neither you nor we have any authority to bind each other to any third party.
26. Invalid Terms:
If any provision of these Terms is determined by any court or other competent authority to be unlawful and/or unenforceable, then such provision shall either be modified to reflect the party's intention or completely deleted and the other provisions of these Terms will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
27. Termination:
These Terms will remain in full force and effect while you use the Platform. We may suspend or terminate your rights to use the Platform at any time for any reason at our sole discretion, including for any use of the Platform in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Platform will terminate immediately.
You understand that any termination of your rights may involve the removal of your data or information from our databases. We will not have any liability whatsoever to you for any termination of your rights under these Terms, including for deleting your account or blacklisting any network address you provide to us.
We specifically reserve the right to terminate or suspend your account on the Platform permanently or block your access (including blocking certain Ip addresses), if you violate any of the Terms outlined herein, including violating our intellectual property rights or of a third party, failing to comply with Applicable Laws or other legal obligations, and/or breach of any representation, warranty, or covenant.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including pursuing civil, criminal, and injunctive redress.
If you are a registered user of the Platform then you may also terminate the access or use of the Platform by not accessing or using the Platform, or by deleting your account at any time by contacting us and requesting deletion. Please keep in mind that any outstanding payment will still be due either for credit or debit, as the case may be, even after the termination of your account.
28. Survival of Terms:
At the termination of these Terms, any provisions that would be expected to survive termination by their nature including Platform Use, Liability, the Indemnity, etc. shall remain in full force and effect.
29. Waiver:
No waiver provided by us for any of your defaults shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of these Terms. All the waivers provided by us shall be valid only if provided in writing.
30. Inurement:
These Terms shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
31. Assignment:
You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We reserve the right to assign these Terms, in whole or in part, at any time without notice.
32. Third Party Rights:
Unless expressly provided to the contrary in these, a person or an entity who is not a party to these Terms has no right to enforce or to enjoy the benefit of any of these Terms. Notwithstanding any of the Terms, no consent of any party who is not a party to these Terms shall be required for the waiver, variation, or termination of any part of these Terms.
33. Headings:
The numbering and headings are solely for convenience and reference only and shall not affect the scope, meaning, intent, or interpretation of these Terms, nor shall such headings otherwise be given any legal effect.
34. Electronic Communications, Transactions, and Signatures:
Visiting or using the Platform, and contacting us through emails constitute electronic communications. You agree to receive electronic communications including any agreements, notices, disclosures, and other communications and such communications shall be considered to satisfy the legal requirement of written communication. Up to the maximum extent permitted by law, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of physical records or non-electronic records or records in paper form. You agree that the communications sent to you by us shall not be construed as spam or bulk under any law prevailing in any country where such communication is received.
35. Force Majeure:
Neither we nor you shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, labor stoppage, war or military hostilities, pandemic, lockdown, and service delivery date shall be extended to the extent of any delay resulting from any force majeure event.
36. Governing Law:
These Terms shall be governed by and construed in accordance with the laws of the British Virgin Islands. Notwithstanding any provision to the contrary in these Terms, the parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms, including the sale of goods contemplated herein.
37. Dispute Resolution:
Informal Negotiation:
If in case, any controversy, conflict, dispute, claim, issue, question, disagreement, and difference of any nature or the breach thereof arise between the Parties, out of or in connection or in relation to these Terms, including any disputes regarding its existence, validity, interpretation, performance, discharge, and applicable remedies [“Dispute”], the parties agree to first attempt to resolve the Dispute informally and in good faith through negotiations. The party seeking resolution of the Dispute shall provide written notice to the other party, clearly outlining the nature of the dispute and the desired resolution ("Notice of Dispute"). The Notice of Dispute shall be sent to the other party's designated contact person or address.
Upon receipt of the Notice of Dispute, the parties shall promptly commence negotiations in an attempt to resolve the Dispute amicably. The parties agree to engage in meaningful discussions and to cooperate fully with each other to reach a mutually acceptable resolution. Each party may designate one or more representatives to participate in the negotiation process. The designated representatives shall have the authority to negotiate and enter into agreements on behalf of their respective parties.
All negotiations and communications between the parties during the negotiation period shall be treated as confidential and shall not be disclosed to any third party without the consent of the other party, except as required by Applicable Law. If the parties believe that additional time is necessary to reach a resolution, they may mutually agree in writing to extend the negotiation period for a specified duration. The Parties may conduct the informal negotiation proceedings through in-person meetings, call conferencing, or video conferencing through Zoom, Google Meet, etc.
Arbitration:
If the parties are unable to resolve the Dispute through informal negotiations within a reasonable period of time, such Dispute shall be resolved by arbitration in accordance with the BVI IAC Arbitration Rules. A sole arbitrator shall preside over the arbitration proceedings. The place of arbitration shall be Road Town, Tortola, British Virgin Islands, unless the Parties agree otherwise. The language of the arbitration shall be English. The law applicable to the arbitration shall be laws of British Virgin Islands including the BVI Arbitration Act, 2013 along with its amendments thereof.
Opt-Out of Arbitration:
You can decline this agreement to arbitrate by submitting such a request to us within 30 days of first registering your account or agreeing to these Terms. However, if you agreed to a previous version of these Terms that allowed you to opt out of arbitration, your previous choice to opt out or not opt out remains binding.
No Class or Representative Actions:
You may only resolve a Dispute with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, and consolidation with other arbitrations are not allowed.
Dispute before Small Claims Division:
As an alternative to arbitration as specified above, either party may bring a claim in Small Claims Division of the Superior Court of the British Virgin Islands if the claim qualifies for such Small Claims Division’s jurisdiction.
Consent to Local Jurisdiction:
Notwithstanding the above, if the Applicable Laws of your jurisdiction require Dispute to be resolved at your domestic or local court near your residence, we hereby consent to the jurisdiction of such court and agree to resolve disputes in accordance with the Applicable Laws and procedures applicable therein.
38. Entirety:
Except as they may be supplemented by our additional Terms, policies, guidelines, standards, or Terms for a specific service or offering, these Terms constitute the entire and exclusive understanding and agreement between you and us, regarding the use of the Platform, and these Terms supersede and replace any and all prior oral or written understandings or agreements between you and us regarding the use of the Platform. You agree that these Terms shall not be construed against us by virtue of having drafted them.
39. Contact:
If you have any questions, would like to provide feedback, or would like more information about us, please feel free to reach out through our ticket system accessible through Telegram, Discord, or our Platform.
Effective date: 01 May 2024
Last updated