Last Updated: January 04, 2019
[ShareNode entity] (the “Company” or “we”), provides the infrastructure for a community and ecosystem of blockchains (each, a “Sidechain” and, collectively, the “Sidechains”) attached to the NASGO public blockchain protocol, as described in the documentation at http://docs.nasgo.com/ and the links therein (the “NASGO Blockchain”) through the development and deployment of smart contracts (each, a “Smart Contract” and, collectively with the Sidechains, “ShareNode”), including the SNP Smart Contract, such credit being known as “SNP,” to enable ShareNode participants to (a) purchase blockchain marketing and advertising tools, systems and services and consulting services from the Company and/or parties who have created a Sidechain or otherwise provide goods or services to ShareNode participants; and (b) transfer amongst themselves SNPs and Sidechain-specific credits (“Sidechain Credits”) (clauses (a) and (b), together, the “Features and Functions”).
PLEASE READ THESE TERMS CAREFULLY AND IN THEIR ENTIRETY BEFORE USING THIS SITE OR SHARENODE OR PURCHASING ANY SNPS OR SIDECHAIN CREDITS. THESE TERMS GOVERN YOUR USE OF THIS SITE AND SHARENODE AND PURCHASE OF SNPS OR SIDECHAIN CREDITS, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. WE ARE ONLY WILLING TO MAKE THIS SITE, SHARENODE, SNPS AND SIDECHAIN CREDITS AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING THIS SITE OR SHARENODE, BY PURCHASING SNPS OR SIDECHAIN CREDITS, OR BY CLICKING “I ACCEPT” BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN WE ARE UNWILLING TO MAKE THIS SITE, SHARENODE, SNPS OR SIDECHAIN CREDITS AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THIS SITE OR SHARENODE OR PURCHASE SNPS OR SIDECHAIN CREDITS.
NO SNP OR SIDECHAIN CREDIT IS INTENDED TO BE AN INVESTMENT OR SHOULD BE PURCHASED FOR INVESTMENT PURPOSES. THE SNPS AND SIDECHAIN CREDITS ARE ONLY INTENDED FOR USE AS DESCRIBED HEREIN OR IN ANY DOCUMENTATION PRODUCED OR AS DESCRIBED BY A PERSON OR ENTITY WHO CREATES A SIDECHAIN CREDIT, AND SNPS AND SIDECHAIN CREDITS WILL NOT BE EXCHANGEABLE OTHER THAN FOR THE LIMITED PURPOSES PERMITTED BY THE FEATURES AND FUNCTIONS. THEREFORE, THE SNPS AND SIDECHAIN CREDITS ARE NOT INTENDED TO HAVE ANY VALUE OUTSIDE OF SHARENODE.
TO PURCHASE SNPS OR SIDECHAIN CREDITS OR USE SNPS OR SIDECHAIN CREDITS, YOU MUST NOT BE A PROHIBITED PERSON (AS DEFINED BELOW). THE PURCHASE OR ATTEMPTED PURCHASE OF SNPS OR SIDECHAIN CREDITS CAN BE REFUSED BY THE COMPANY AT ANY TIME AND FOR ANY REASON OR NO REASON.
NEITHER SNPS NOR SIDECHAIN CREDITS HAVE ANY RIGHTS, USES, PURPOSE, ATTRIBUTES, FUNCTIONALITIES OR FEATURES, EXPRESS OR IMPLIED, OTHER THAN THE FEATURES AND FUNCTIONS. NO GUARANTEE IS MADE THAT THE FEATURES AND FUNCTIONS WILL NOT BE MODIFIED, SUBSTITUTED, ELIMINATED OR ADDED TO BY THE COMPANY OR THE SHARENODE COMMUNITY.
PLEASE READ THE ASSUMPTION OF RISKS SET FORTH IN SECTION 7 CAREFULLY AND IN ITS ENTIRETY.
THESE TERMS REQUIRE ARBITRATION IN SECTION 13.
PURCHASE AND DELIVERY.
Account. Before purchasing any SNPs or using ShareNode, you must create an account with the Company. By creating an account, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update as necessary your account information. You are responsible for the security of your account. If you become aware of any unauthorized use of your password or of your account, then you agree to notify the Company immediately at [email protected].
Purpose. Your purchase of SNPs is solely for use of the Features and Functions as they may be modified, substituted, eliminated or added to in the future. You understand that, with or without notice to you, the Company may modify, substitute, eliminate or add to any of the Features and Functions.
Purchase Price and Form of Payment. In exchange for the purchase price per SNP set forth on this Site at the time of your purchase, the Company shall deliver to you the number of SNPs that you purchased as set forth on the Site. The Company reserves the right, in its sole discretion, to change prices or lower or eliminate discounts on prices at any time and without notice. All purchases of SNPs shall be made in fiat currency (e.g., U.S. dollars) or bitcoin (BTC) or in the native token, nasgo (NSG), of the Nasgo blockchain (“Nasgo”) at the then-current price from the source the Company determines in its sole discretion. All prices for SNPs set forth on this Site are exclusive of taxes. You will incur any transaction fee payable for a transaction that occurs on a blockchain network, such as Bitcoin or Nasgo, used to fund the purchase of SNPs. All payments you make under these Terms will be made only in your name, with delivery to an account that you control, and from a location that is not in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force, and is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time.
Prohibited Persons. To purchase SNPs or Sidechain Credits or use ShareNode, SNPs or Sidechain Credits, (a) you must not (i) reside, be located, have a place of business, or conduct business in any state of the United States or any other jurisdiction where, or (ii) be a citizen of any other jurisdiction in which, in each case, a virtual currency business must be licensed or the purchase of a virtual currency, such as the SNPs, is prohibited and (b) neither you nor any of your affiliates or direct or indirect beneficial owners, (i) may appear on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), nor are they otherwise a party with which the Company or network sponsor are prohibited to deal under the laws of the United States, (ii) is a person identified as a terrorist organization on any other relevant lists maintained by governmental authorities, or (iii) unless otherwise disclosed in writing to the Company prior to the Purchaser’s purchase of this Agreement, is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure as those terms are defined in the relevant laws defining them (clauses (a) and (b) above, collectively, “Prohibited Persons” and, individually, a “Prohibited Person). If a Prohibited Person purchases SNPs or Sidechain Credits or uses ShareNode, SNPs or Sidechain Credits, then such person or entity has done so and entered into these Terms on an unlawful, unauthorized and fraudulent basis, and these Terms will be null and void ab initio. If these Terms have been entered into by, or on behalf of, a Prohibited Person, then the Company is not bound by these Terms, and the Company may take all necessary and appropriate actions, in its sole discretion, to invalidate these Terms, including referral of information to the appropriate authorities. Any Prohibited Person who purchases SNPs or Sidechain Credits or uses ShareNode, SNPs or Sidechain Credits or enters these Terms on an unlawful, unauthorized or fraudulent basis shall be solely liable for, and shall indemnify, defend and hold harmless the Company and its past, present and future equity holders, directors, officers, employees, contractors, consultants, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (collectively, the “Company Parties” and, individually, a “Company Party”) from, any damages, losses, liabilities, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special and including, without limitation, any loss of business, revenues, profits, data, use, goodwill or other intangible losses (collectively, the “Damages”) incurred by a Company Party that arises from or is a result of such Prohibited Person’s unlawful, unauthorized or fraudulent purchase of SNPs or Sidechains Credits or use of ShareNode, SNPs or Sidechain Credits.
Delivery. Upon your transfer of the purchase price for SNPs, a Smart Contract will deliver to you the number of SNPs purchased. You must be logged into your ShareNode account or provide accurate account information to receive any SNPs distributed to you in accordance with these Terms. If you use or attempt to use the digital wallet address for a network other than Nasgo for receipt of SNPs, then your SNPs will be lost forever. Similarly, if you provide an incorrect digital wallet address, then your SNPs will be lost forever.
No Refunds. All purchases of SNPs are non-refundable, and you will not receive money or other compensation for any SNPs purchased.
Taxes. You acknowledge, understand, and agree that (a) the purchase and receipt of SNPs or Sidechain Credits may have tax consequences for you; (b) you are solely responsible for your compliance with your tax obligations; and (c) the Company bears no liability or responsibility with respect to any tax consequences to you. As between us, you will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your purchase and use of the SNPs or Sidechain Credits or use of ShareNode (including, without limitation, any Taxes that may become payable as the result of your ownership or transfer of any of SNPs or Sidechain Credits). Except for income taxes levied on the Company, you: (i) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to these Terms.
Value of SNPs. SNPs (a) are not denominated in U.S. dollars, any other fiat currency or any cryptocurrency, and (b) do not have any value other than in exchange for goods and services in Sharenode.
SNP Rewards. You may be rewarded with SNPs or Sidechain Credits for certain actions that you take on ShareNode. The SNPs delivered as rewards may, in the Company’s sole discretion, be unavailable for transfer for a certain period as specified at the time. All of the terms and conditions of SNPs or Sidechain Credits awarded to you shall be as specified at the time the reward opportunity is made available to you.
Sidechain Credits. Any purchase of Sidechain Credits must not violate these Terms and must be consummated pursuant to an agreement between the purchaser and seller (or deliverer and recipient in case there is no sale) of the Sidechain Credits. We will not be a party to that agreement or be involved in any disputes resulting from, arising out or in connection with that agreement or a transaction in or use of the Sidechain Credits. In addition, any purchase (or receipt in case there is no sale) of Sidechain Credits must be consummated in a manner that would not have violated these Terms had Sidechain Credits been SNPs. If any Sidechain Credit would constitute a security under the Securities Act of 1933, as amended, then the Sidechain Credit may be purchased only with the prior written consent of the Company, which may be withheld, delayed or conditioned in the Company’s sole discretion.
Intellectual Property. The Company retains all right, title and interest in all of the Company’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks (the “Marks”), methods, software, visual interfaces, graphics, designs, systems, services, “look and feel,” organization, compositions, formulae, techniques, information and data (collectively, the “ShareNode IP”). The ShareNode IP is protected by copyright, trade dress, patent, and trademark laws, international conventions, or other relevant intellectual property and proprietary rights and applicable laws. You may not use any of the Company’s intellectual property for any reason without the Company’s prior written consent. Except as expressly set forth herein, your use of this Site, ShareNode or SNPs does not grant you ownership of or any other rights with respect to any content, code, data, or other ShareNode IP that you may access on or through this Site or ShareNode. We reserve all rights in and to the ShareNode IP not expressly granted to you in these Terms.
Feedback. You may choose to submit comments, bug reports, ideas or other feedback about this Site, ShareNode and/or SNPs, including without limitation about how to improve this Site, ShareNode and/or SNPs (collectively, “Feedback”). By submitting any Feedback, you agree that the Company is free to use such Feedback at its discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant the Company a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for the Company to incorporate and use your Feedback for any purpose.
Conduct. You agree that you are responsible for your own conduct while accessing or using this Site, ShareNode or SNPs, and for any consequences thereof. You agree to use this Site, ShareNode and SNPs only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to: (a) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; (b) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (c) impersonate another person (via the use of an email address or otherwise); (d) upload, post, transmit or otherwise make available through this Site or ShareNode any content that infringes the intellectual rights of any party; (e) use this Site, ShareNode or SNPs to violate the legal rights (such as rights of privacy and publicity) of others; (f) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (g) interfere with other users’ enjoyment of this Site, ShareNode or SNPs; (h) exploit this Site, ShareNode or SNPs for any unauthorized commercial purpose; (i) modify, adapt, translate, or reverse engineer any portion of this Site, ShareNode or SNPs; (j) remove any copyright, trademark or other proprietary rights notices contained in or on this Site, ShareNode or SNPs or any part of any of them; (k) reformat or frame any portion of this Site or ShareNode; (l) display any content on this Site or ShareNode that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (m) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of this Site or ShareNode or the content posted on this Site or ShareNode, or to collect information about its users for any unauthorized purpose; (n) create user accounts by automated means or under false or fraudulent pretenses; or (o) access or use this Site, ShareNode or SNPs for the purpose of creating a product or service that is competitive with any of the Company’s products or services. If you engage in any of the activities prohibited by this Section 2.3, then we may, at our sole and absolute discretion, without notice to you and without limiting any of the Company’s other rights or remedies at law or in equity, immediately suspend or terminate your user account and/or prevent you from accessing ShareNode. If we prevent you from accessing ShareNode, such prevention will not affect your ownership rights in anything that you already own on ShareNode.
YOUR REPRESENTATIONS AND WARRANTIES. By buying SNPs, you represent and warrant to each of the Company Parties that:
No Prohibited Persons: You are not a Prohibited Person.
Authority. You have all requisite power and authority to execute and deliver these Terms, to purchase and use the SNPs, to use ShareNode, and to carry out and perform its obligations under these Terms. If an individual, then you are at least eighteen (18) years old and of sufficient legal age and capacity to purchase SNPs. If an entity, then you are duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.
No Conflict. The execution, delivery and performance of these Terms will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice: (a) any provision of your governing documents, if applicable; (b) any provision of any judgment, decree or order to which you are a party, by which it is bound, or to which any of its material assets are subject; (c) any material agreement, obligation, duty or commitment to which you are a party or by which it is bound; or (d) any laws, regulations or rules applicable to you.
No Consents or Approvals. The execution and delivery of, and performance under, these Terms require no approval or other action from any governmental authority or person other than you.
Funds. The funds you use to purchase SNPs are not derived from or related to any unlawful activities, including but not limited to, money laundering or terrorist financing.
Regulatory Compliance. To the extent required by applicable law, you have complied with all anti-money laundering and counter-terrorism financing requirements. Neither you, nor any person having a direct or indirect beneficial interest in you or SNPs being acquired by you, or any person for whom you are acting as agent or nominee in connection with SNPs, is the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions. You represent that you (a) have conducted thorough due diligence with respect to all of your beneficial owners, (b) have established the identities of all direct and indirect beneficial owners and the source of each beneficial owner’s funds and (c) will retain evidence of those identities, any source of funds and any due diligence.
TERMINATION. You may terminate these Terms at any time by canceling your account on this Site and discontinuing your access to and use of this Site and ShareNode. You will not receive any refunds if you cancel your account, or otherwise terminate these Terms. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for this Site and ShareNode. You agree that any suspension or termination of your access to this Site or ShareNode may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms or suspend or terminate your access to or use of this Site or ShareNode due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us the Company you may no longer have access to information that you have posted on this Site or ShareNode or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party. Sections 1.5 and 2 through 13 will survive the termination or expiration of these Terms for any reason.
“AS IS” AND “AS AVAILABLE”. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THIS SITE, THE SNPS, THE SIDECHAIN CREDITS AND SHARENODE IS AT YOUR SOLE RISK, AND THAT THIS SITE, THE SNPS, THE SIDECHAIN CREDITS AND SHARENODE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY PARTIES MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THIS SITE, SNPS, SIDECHAIN CREDITS AND SHARENODE AND ANY PART OF ANY OF THEM (INCLUDING, WITHOUT LIMITATION, THIS SITE, ANY SMART CONTRACT, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT (A) YOUR ACCESS TO OR USE OF THIS SITE, SNPS, SIDECHAIN CREDITS OR SHARENODE WILL MEET YOUR REQUIREMENTS, (B) YOUR ACCESS TO OR USE OF THIS SITE, SNPS, SIDECHAIN CREDITS OR SHARENODE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (C) USAGE DATA PROVIDED THROUGH THIS SITE OR SHARENODE WILL BE ACCURATE, (D) THIS SITE, SHARENODE OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THIS SITE OR SHARENODE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (E) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THIS SITE, THE SNPS, THE SIDECHAIN CREDITS AND SHARENODE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
PERSONAL RISKS. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO THE COMPANY’S GROSS NEGLIGENCE. YOU WILL IMPLEMENT REASONABLE AND APPROPRIATE MEASURES DESIGNED TO SECURE ACCESS TO (A) ANY DEVICE ASSOCIATED WITH YOU AND UTILIZED IN CONNECTION WITH YOUR PURCHASE OF SNPS OR SIDECHAIN CREDITS; AND (B) ANY OTHER USERNAME, PASSWORDS OR OTHER LOGIN OR IDENTIFYING CREDENTIALS. IF YOU ARE NO LONGER IN POSSESSION OF ANY DEVICE ASSOCIATED WITH YOUR SHARENODE ACCOUNT OR ARE NOT ABLE TO PROVIDE YOUR LOGIN OR IDENTIFYING CREDENTIALS, THEN YOU MAY LOSE ALL OF YOUR SNPS AND/OR ACCESS TO YOUR ACCOUNT. THE COMPANY IS UNDER NO OBLIGATION TO RECOVER ANY SNPS OR SIDECHAIN CREDITS.
TECHNICAL RISKS. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF NASGO OR ANY DIGITAL WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED FILES; (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THIS SITE, SHARENODE, NASGO, OR ANY DIGITAL WALLET.
TECHNICAL LOSSES. THE COMPANY IS NOT RESPONSIBLE FOR LOSSES DUE TO ANY SIDECHAIN, SHARENODE, FEATURES OF NASGO, OR ANY DIGITAL WALLETS, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH NASGO, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
LIMITATION OF LIABILITY.
NO LIABILITY. YOU UNDERSTAND AND AGREE THAT NONE OF THE COMPANY PARTIES WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FORCE MAJEURE. YOU UNDERSTAND AND AGREE THAT THE COMPANY SHALL NOT BE LIABLE AND DISCLAIMS ALL LIABILITY TO YOU IN CONNECTION WITH ANY FORCE MAJEURE EVENT, INCLUDING ACTS OF GOD, LABOUR DISPUTES OR OTHER INDUSTRIAL DISTURBANCES, ELECTRICAL, TELECOMMUNICATIONS, HARDWARE, SOFTWARE OR OTHER UTILITY FAILURES, SOFTWARE OR SMART CONTRACT BUGS OR WEAKNESSES, EARTHQUAKES, STORMS, OR OTHER NATURE-RELATED EVENTS, BLOCKAGES, EMBARGOES, RIOTS, ACTS OR ORDERS OF GOVERNMENT, ACTS OF TERRORISM OR WAR, TECHNOLOGICAL CHANGE, CHANGES IN INTEREST RATES OR OTHER MONETARY CONDITIONS, AND, FOR THE AVOIDANCE OF DOUBT, CHANGES TO ANY BLOCKCHAIN-RELATED PROTOCOL.
AGGREGATE LIABILITY. YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THIS SITE, SHARENODE, SNPS OR SIDECHAIN CREDITS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID TO US UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) ONE HUNDRED DOLLARS ($100).
FAIR ALLOCATION. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THIS SITE, SHARENODE AND SNPS AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU.
CERTAIN JURISDICTIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND SOME JURISDICTIONS ALSO LIMIT DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO PERSONAL INJURY CLAIMS.
ASSUMPTION OF RISKS. You accept and acknowledge each of the following:
Lack of Use. SNP and Sidechain Credits are intended for use only in ShareNode, including the Features and Functionalities; therefore, the SNP and Sidechain Credits may be of no use if (a) ShareNode or any Sidechain does not provide a sufficient community and ecosystem as a result of a lack of use or public interest in ShareNode, distributed ecosystems or the creator of the applicable Sidechain and seller of the applicable Sidechain Credits, or (b) ShareNode or NASGO does not function as intended. Also, technology is changing rapidly, so the SNP and ShareNode may become outdated.
No Storage. We do not store, send or receive any SNPs or Sidechain Credits in which you transact because SNPs and Sidechain Credits exist only by virtue of the ownership record maintained, and transfers of SNPs and Sidechain Credits occur only, on NASGO. Any risks that exist in NASGO are risks for your SNPs and Sidechain Credits and ShareNode. Therefore, you should and are expected to investigate and research the stability, scalability, and security of NASGO.
Internet-based Assets. There are risks associated with using an Internet-based asset, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your account. 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 NASGO, however caused. SNPs and Sidechain Credits may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the SNPs or Sidechain Credits and the delivery thereof in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus- based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because NASGO rests on open source software and SNPs and Sidechain Credits are based on open source software, there is the risk that Nasgo Smart Contracts may contain intentional or unintentional bugs or weaknesses that may negatively affect the SNPs or Sidechain Credits or result in the loss of your SNPs or Sidechain Credits or the loss of your ability to access or control your SNPs or Sidechain Credits. If there is such a software bug or weakness, then there may be no remedy and holders of SNPs or Sidechain Credits are not guaranteed any remedy, refund or compensation.
Regulatory Regime. The regulatory regime for distributed ledger technologies and cryptographic assets is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect distributed ledger technologies, cryptographic assets, and their applications. Such changes could negatively impact SNPs, Sidechain Credits and ShareNode in various ways, including, for example, through a determination that SNPs or Sidechain Credits are regulated financial instruments that require registration. The Company may cease the sale and delivery of SNPs and prohibit the sale or delivery of Sidechain Credits and any operations relating to ShareNode in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so. There can be no assurance that governmental authorities will not examine the operations of Company and/or pursue enforcement actions against the Company. Such governmental activities may or may not be the result of targeting the Company in particular. All of this may subject the Company to judgments, settlements, fines or penalties, or cause the Company to restructure its operations and activities or to cease offering certain products or services, all of which could harm the Company’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on use of SNPs, Sidechain Credits and/or ShareNode. All of the same risks exist with respect to Nasgo, which could have a material adverse effect on SNPs, Sidechain Credits and ShareNode.
Upgrades. Upgrades to NASGO, a hard fork in NASGO, or a change in how transactions are confirmed on NASGO may have unintended, adverse effects on ShareNode and SNPs, including any SideChain and Sidechain Credits.
Company Parties. To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless and reimburse the Company Parties from and against any and all actions, proceedings, claims, Damages, demands and actions (including without limitation fees and expenses of counsel), incurred by a Company Party arising from or relating to (a) your purchase, sale or use of SNPs or Sidechain Credits or use of Nasgo and Sharenode; (b) your responsibilities or obligations under these Terms; (c) your breach of or violation of these Terms; (d) any inaccuracy in any of your representations or warranties; (e) your violation of any rights of any other person or entity; and/or (f) any of your acts or omissions that are negligent, unlawful or constitutes willful misconduct.
Defense. The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Section 8. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
EXTERNAL SITES. This Site may include hyperlinks to other websites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites and that we do not endorse any advertising, products or other materials on or made available from any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.
CHANGES TO THESE TERMS. We may make changes to these Terms from time to time. When we make changes, we will make the updated Terms available on this Site and update the “Last Updated” date at the beginning of these Terms accordingly. Please check these Terms periodically for changes. Any changes to the Terms will apply on the date that they are made, and your continued access to or use of this Site, ShareNode, SNPs, and Sidechain Credits after the Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, then you may not access or use this Site, ShareNode, SNPs or Sidechain Credits.
CHILDREN. You affirm that you are over the age of 18 because this Site, ShareNode, SNPs and Sidechain Credits are not intended for children under 18. IF THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THESE TERMS WITH ONE OF YOUR PARENTS OR A GUARDIAN TO MAKE SURE THAT BOTH YOU AND ONE OF YOUR PARENTS OR A GUARDIAN UNDERSTANDS AND AGREES TO THESE TERMS. YOU AGREE TO HAVE ONE OF YOUR PARENTS OR A GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A PERSON THAT IS NOT AGE OF MAJORITY, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD'S USE OF THIS SITE, SHARENODE, SNPS OR SIDECHAIN CREDITS, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.
Agreement to Arbitrate. You and the Company agree to resolve any claims relating to these Terms through final and binding arbitration, except that, to the extent you have in any manner made unauthorized use or abuse of this Site, ShareNode, SNPs or Sidechain Credits or violated or threatened to violate any ShareNode IP, we may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse or actual or threatened violation.
Arbitration Procedures. The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through JAMS. Any dispute, controversy, or claim arising out of or relating to these Terms shall be referred to and finally determined by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures in front of one arbitrator. If there is a conflict between JAMS Rules and the rules set forth in these Terms, then the rules set forth in these Terms will govern. The JAMS Rules and instructions for how to initiate an arbitration are available from JAMS at http://www.jamsadr.com or 1-800-352-5267. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules. If traveling to Orange County, California, is a burden, then you may participate in the arbitration by phone or via document submission to the fullest extent allowable by the arbitrator. Each party will bear his, her or its own costs of arbitration, unless the arbitrator directs that bearing such costs would be an undue burden and, in that case, we will pay for your portion of the arbitration administrative costs but not your attorneys’ fee). Arbitration under these Terms shall be held in the United States in Orange County, California, under California law without regard to its conflict of laws provisions. The arbitration may award on an individual basis the same damages and relief as a court (including injunctive relief). Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Authority of Arbitrator. The arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis as judge in a court of law under the same circumstances. The award of the arbitrator is final and binding upon you and the Company.
No Class Actions. You may only resolve disputes 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, private attorney general actions, and consolidation with other arbitrations are not allowed.
Waiver of Jury Trial: TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, you and the Company, to the fullest extent permitted by law, waive all rights to a jury trial instead electing that the dispute be resolved by a judge. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING TO ACCEPT THESE TERMS TO ARBITRATE.
Opt-Out of Agreement to Arbitrate. You can decline this agreement to arbitrate by emailing us at email@example.com and providing the requested information as follows: (a) your name; (b) the URL of these Terms; (c) your address; (d) your phone number; and (e) a clear statement that you wish to opt out of the arbitration agreement in these Terms. The email must be sent no later than thirty (30) days after the date you first accept these Terms.