Revised: August 20, 2021
1 CONNECT SERVICES.
CONNECT provides access to the following products and services, some of which are provided by independent third party companies:
1.1 Blockbot™—a Blockchain Robot.
The Blockchain Robot (“Blockbot™”) is an evolving, intelligent software that gathers and processes data. Blockbot data allows Users to navigate blockchain technologies and make informed decisions regarding blockchain opportunities. Blockbot serves a variety of functions including:
CONNECT Academy—A curated learning academy where Users can explore blockchain technology and better understand its cultural impact.
CONNECT Share™—A simplified referral experience to share blockchain ideas and opportunities with others.
CONNECT App—A digital app to hold CONNECT Share rewards and a payment platform for CONNECT Services.
1.2 WIN Blockchain
The WIN Blockchain is used within the CONNECT Community to maintain a record of actions by its members and affiliates. Defined actions by an affiliate within the community’s Share program are awarded points and ranking within the community. Top ranking members and affiliates may be rewarded with WIN, the WIN Blockchain’s native reward, for their contribution to the CONNECT Community.
1.3 WIN Reward
WIN is a digital reward of the Win Blockchain. WIN is not being offered to investors and there is no Initial Coin Offering (ICO) to promote WIN. WIN is created through “Proof of Action” as recorded on the WIN blockchain. Although WIN may one day have market adoption, its utility may reside solely within the Win Blockchain, and may or may not have value.
1.4 Third Party Digital Apps
1.4.1. CONNECT may provide each User with the ability to create and maintain third party digital apps accessible in the User’s account with CONNECT. The User may use any third party digital app that safely integrates with the CONNECT Services. CONNECT will never take custody or control over any of these third party apps. The User shall comply with the terms and conditions of the third party providers. CONNECT does not offer any User the ability to exchange one form of fiat currency for any other form of currency (fiat or digital). CONNECT is not an exchange or money transmitter. CONNECT does not own, control, or operate any of the blockchains associated with the third party apps that can be managed by the User as part of CONNECT Services.
1.4.2. When a User creates a third party digital app through the CONNECT Services, the User will be provided a cryptographic mnemonic phrase from which you can determine public and private keys that the User must use to send and receive the digital currency or reward associated with the respective blockchain. The User is solely responsible for storing and keeping secret, outside of CONNECT Services and the associated blockchain, a backup of any User’s third party app credentials, private key(s), passwords, and transaction information that the User maintains in the apps or otherwise with the CONNECT Services. If the User does not backup the third party apps, the User may not be able to access the associated cryptocurrency or reward in the event that CONNECT discontinues some or all of the CONNECT Services. CONNECT does not receive or store a User’s third party app passwords, keys, network addresses or transaction history. CONNECT cannot assist any User with third party app password or key retrieval. Any third party with knowledge of one or more of a User’s credentials (including, without limitation, a backup phrase, app identifier, password, or keys) can dispose of the cryptocurrency or reward in the User’s third party apps.
1.4.3. The User agrees and understands that the transaction details submitted by the User via the CONNECT Services may not be completed or may be delayed by the respective blockchain used to process the transaction. CONNECT cannot guarantee that the CONNECT Services will transfer title or right in any cryptocurrency or reward, and CONNECT makes no warranties of title of any kind. Once transaction details have been submitted to the respective blockchain, CONNECT cannot assist the User to cancel or otherwise modify such transaction or details.
1.4.4. In the event of a fork of the blockchains associated with the User’s third party apps, CONNECT may not be able to support the User’s activity related to such cryptocurrency or reward, any transaction associated with the third party apps or CONNECT Services may not be completed, may be partially completed, incorrectly completed, or substantially delayed. CONNECT is not responsible for any loss incurred by any User caused in whole or in part, directly or indirectly, by a fork or modification of the such blockchains.
1.4.5. CONNECT does not currently charge a fee for the User’s management and use of third party apps. However, CONNECT reserves the right to do so in the future, and in such case any applicable fees will be displayed prior to the User incurring such fee, and such fees may be paid by the User with any of the digital rewards supported by CONNECT. Notwithstanding, the blockchains associated with the third party apps may have Blockchain Transaction Fees. CONNECT may attempt to calculate for the User any Blockchain Transactions Fees, though such calculation may be inaccurate or excessive. The User may select a greater or lesser fee, and the User is solely responsible for paying any Blockchain Transaction Fees required on any blockchain. CONNECT will neither advance nor fund any Blockchain Transaction Fee on any User’s behalf, nor be responsible for any excess or insufficient fee calculation.
1.4.6. The User shall be responsible for all activities that occur through its third party apps and accepts all risks of any authorized or unauthorized access to its third party apps, to the maximum extent permitted by law. The User represents and warrants that the User is familiar with and accepts the risks associated with digital apps and private keys, including the risks described herein.
1.5 CONNECT App. CONNECT will provide each user with a hosted CONNECT App to allow the User to store, track, manage, send and receive supported digital rewards with other CONNECT users and other third parties. CONNECT securely stores all private keys in encrypted form where only the User will know its private keys associated with a User’s CONNECT App in a combination of online and offline storage. As a result, there may be a delay of 48 hours or more to initiate a User’s transaction instructions. User agrees with all other applicable risks, disclosures, terms and conditions regarding digital apps set forth herein.
- PAYMENT TERMS.
2.1. Annual License and Monthly Service Fees.
The User shall pay CONNECT the then-current annual licensing fee and the then-current monthly service fee(s) for CONNECT Services or software licensed from third parties for nodes and any other software. The User agrees that CONNECT may deduct such fees directly from the User’s CONNECT App.
2.2. License and Equipment Purchase.
The User shall enter into a separate License and Equipment Purchase Agreement as it relates to the license of other blockchain protocols and equipment integrated through CONNECT’s software. The User is not required to purchase any equipment, but may use any other equipment technology (e.q. cryptocurrency miner, GPU, cell phone, or other technology) that can provide the necessary computing Hash Rate and appropriately and safely access the respective blockchain protocols integrated through CONNECT’s software.
2.2.1 Software Delivery.
The blockchain node software is in beta and still under development. Although it isn’t anticipated to take the full amount of time, delivery of the node software could take up to 180 days from the time of purchase.
2.3. Maintenance and Hosting Fees.
CONNECT does not provide hosting services, but may refer the User to one or more third-party hosting companies that are not affiliated with CONNECT. If the User elects and as part of a separate hosting agreement, the User may be required to pay certain data center operations maintenance and power fees (“Maintenance Fees”). These Maintenance Fees may be deducted from the User’s digital rewards supported by CONNECT on a daily or monthly basis in advance.
2.4. Blockchain Transaction Fees.
The delivery and receipt of any of the User’s cryptocurrencies and rewards are subject to network or transaction fees charged by the blockchain associated with the User-selected algorithm (“Blockchain Transaction Fees”), which are non-refundable. Blockchain Transaction Fees are paid to emit, record, verify, and process a transaction on the blockchains and not retained by CONNECT. Any withdrawal or transfer of the User’s cryptocurrencies may be subject to Blockchain Transaction Fees.
2.5. Other Third-Party Fees.
Certain digital apps, addresses, tools, and third-party software and devices (“Third-Party Fees”) used by the User may also charge the User a fee, including a per transaction or transfer fee, which are non-refundable. The User is responsible for being aware of and satisfying any such fee. The User should note that any such fees may significantly reduce the User’s rewards and therefore the User is responsible for managing the selection, use, rate and frequency of their receipt of rewards to any such Third-Party Fees.
The User is responsible for any taxes, and the User will pay for CONNECT Services without any reduction for taxes. If the User is required by law to withhold any taxes from its payments to CONNECT, the User must provide CONNECT with an official tax receipt or other qualified documentation to support such withholding including value added tax (“VAT”) or similar tax, if applicable. The User will be liable to pay (or reimburse CONNECT) for any taxes, interest, penalties or fines which may arise from any mis-declaration made by the User. The User shall pay CONNECT for all taxes and governmental fees CONNECT is required to collect or pay upon sale or delivery of CONNECT Services.
POTENTIAL USERS OF DIGITAL OR VIRTUAL CURRENCIES, INCLUDING BUT NOT LIMITED TO BITCOIN, ARE FOREWARNED OF POSSIBLE FINANCIAL LOSS AT THE TIME SUCH CURRENCIES ARE EXCHANGED FOR FIAT CURRENCY DUE TO AN UNFAVORABLE EXCHANGE RATE. MOREOVER, A FAVORABLE EXCHANGE RATE AT THE TIME OF EXCHANGE MAY RESULT IN A TAX LIABILITY. USERS SHOULD CONSULT A TAX ADVISOR REGARDING ANY TAX CONSEQUENCES ASSOCIATED WITH THE PURCHASE, SALE, EXCHANGE, OR OTHER USE OF DIGITAL OR VIRTUAL CURRENCIES.
- USER OBLIGATIONS
3.1. Software and Equipment Allocation
The User is responsible for the allocation of the User’s equipment and selected optimization strategies. The User acknowledges that CONNECT is not responsible for the selection or timing of cryptocurrency optimization strategies and mining, nor is CONNECT responsible for the protocols selected for use in connection with CONNECT Services. The User is solely responsible for these decisions and shall monitor and allocate strategies through the OneView dashboard. The User acknowledges that the difficulty of mining may vary and will likely increase over time.
3.2. Log-in Credentials
The User represents and warrants that the User is responsible for the preservation of confidentiality of the User’s login credentials. Login credentials generated for the User by CONNECT Services are for the User’s internal use only and the User is strictly prohibited from selling, transferring, or sublicensing them to any other entity or person.
3.3. Blockchain Network Risk
The User represents and warrants that the User accepts the risks of blockchain protocol and network, including instability, congestion, high transaction costs, network latency, information security, regulatory risk, and technological and operational error. The User understand these risks may result in delay or failure to process transactions, failure to generate Hash Rate, and potentially high Blockchain Transaction Fees or Third Party Fees. The User represents and agrees that CONNECT is not responsible for any diminished CONNECT Services, related features, or capabilities resulting from blockchain network risk. In the event of a material increase or decrease to Blockchain Transaction Fees, Third Party Fees, or operational degradation, congestion, failure or other disruption of the blockchain network used by the User, CONNECT may, at its sole discretion and upon notice to the User, increase or decrease the threshold to deliver the User’s cryptocurrencies.
3.4. Blockchain Modification Risk
The User represents and warrants that the User is familiar with and accepts the risks associated with blockchain development and code changes. Blockchain technologies are still under development and may undergo significant changes over time. Blockchain contributors may make changes to features and specifications of the algorithm selected by the User. Such changes may include or result in the elimination or support for specific algorithms and applications.
3.5. Proof-Of-Work Replacement Risk
In addition to blockchain modification risk, blockchain contributors may also modify the cryptographic verification process such that the blockchains can no longer be verified through Proof-of-Work and instead adopt Proof-of-Stake methodologies. The User accepts and acknowledges such risk and shall allocate the User’s Hash Rate to other available blockchains and mining processes that use Proof-of-Work methodologies. The User further acknowledges that certain blockchain algorithms have no alternative blockchain applications that support Proof-of-Work mining and any such switch from Proof-of-Work to Proof-of-Stake would result in no applicable use of the User’s Hash Rate.
3.6. Trade Compliance
User shall comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to European Union and U.S. companies, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control and the European Union’s Common Foreign and Security Policy (collectively, “Trade Sanctions Laws”). The User represents and warrants that the User and the User’s financial institutions, or any party that owns or controls the User or the User’s financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign as Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority. Further, User represents and warrants that it is currently in compliance with and shall at all times during the term of this agreement remain in compliance with the regulations of the United States Office of Foreign Assets Control (“OFAC”), including those named on FFAC’s Specially Designated and Blocked Persons List, and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit or Support Terrorism), or other governmental action relating thereto. Specifically, User shall not engage in business, sell to, or form a business relationship on behalf of others or for itself with any individual or country in contravention or violation of the aforementioned rules, laws, and regulations. The User shall indemnify and hold harmless Connect against and from any claim, loss, damage or expense (including attorneys’ fees and costs for the underlying investigation) arising from any breach or misrepresentation of this section.
User Acknowledges that its activities under this agreement may be subject to United States and other anit-0bribery and corruption legislation around the world (including without limitations, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act). User warrants that it has not and undertakes and agrees that it shall not, in connection with this Agreement, make or promise to make any payment or transfer of anything of value, directly, or indirectly, to:
- any governmental official or employee (including employees of government-owned or state-controlled corporations and employees of public international organizations);
- any political party, official or candidate;
iii. any intermediary for payment to any of the foregoing; or
- to any other person or entity if such payment or transfer would violate the laws of the country in which it is made or the laws of the United States of America
- User acknowledges and agrees that no payments or transfers of value shall be made that have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage. The User shall indemnify and hold harmless Connect against and from any claim, loss, damage or expense (including attorneys’ fees and costs for the underlying investigation) arising from any breach or misrepresentation of this section.
CONNECT may suspend or terminate the User’s right to access or use CONNECT Services immediately and without notice if: (i) CONNECT determines the User’s use of the CONNECT Services poses a security risk to CONNECT Services or any third party, could adversely impact CONNECT, CONNECT Services or any other CONNECT users, could subject CONNECT, its affiliates, or any third party to liability, or could be fraudulent; (ii) the User is in breach of these Terms & Conditions; (iii) Connect determines in its sole and absolute discretion for any reason or no reason that it is in its best interest;(iv) the User initiated a chargeback or dispute with respect to any payment or purchase of the CONNECT Services; or (v) the User has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
4.2. Effect of Suspension.
If CONNECT suspends the User’s right to access or use any portion or all of the CONNECT Services, the User shall remain responsible for all fees and charges the User incurs during the period of suspension, including any Maintenance Fees, Third Party Fees and Blockchain Transaction Fees; and the User may be in violation of the User’s hosting agreement or the blockchain protocols, which may prevent or limit the User’s entitlement to any results or rewards that may have occurred during the period the CONNECT Services was temporarily suspended. User agrees to pay any fee charged by CONNECT to reconnect the CONNECT Services.
4.3. Effect of Termination
If CONNECT terminates the User’s right to access or use any portion or all of the CONNECT Services, then all of the User’s rights under these Terms & Conditions immediately terminate and the User shall remain responsible for all Service Fees incurred and owed to CONNECT through the termination date.
- CONFIDENTIAL INFORMATION
The User may be exposed to Connect’s (and other affiliated blockchain protocols) Confidential Information. “Confidential Information” means any information, in any form or medium, whether marked confidential or not, disclosed to the Contractor under this agreement, including, but not limited to, proprietary information, products, protocols, standards, manuals, services, business plans, customer lists, know-how, trade secrets, intellectual property rights, technical specifications, source code, object code, screen displays, designs, flowcharts, drawings, processes, algorithms, software programs, databases, marketing plans, articles, strategic direction, price lists, financial information or projections, notes, memoranda, extracts, summaries, reports, and/or analysis, including any and all derivative works of the aforementioned. Confidential Information shall not include information that is: (a) in the public domain, or subsequently becomes in the public domain, other than by breach of this or another agreement; (b) lawfully disclosed by a third party on a non-confidential basis to User, provided that the third party did not directly or indirectly receive the item from Connect; or (c) independently developed by the User without access to Connect’s Confidential Information and all such development efforts can be clearly documented by User.
User acknowledges that all Confidential Information is and shall continue to be the exclusive property of Connect. User agrees to hold all Confidential Information received from Connect in trust and confidence and agrees that such information shall be used only for the purposes of this agreement. User shall not disclose, directly or indirectly, the Confidential Information to any third parties, or otherwise use the Confidential Information in a manner detrimental to Connect. User shall not make copies of any documents containing Confidential Information or disassemble, decompile, publicly display, distribute, create derivatives, or reverse engineer any materials, items, or products provided by the Connect. User understands that all Confidential Information is important, unique, and materially affects Connect’s goodwill and success in conducting its business activities, and hereby agrees to indemnify and save harmless Connect for damages that may arise from the unauthorized disclosure of Confidential Information by the User. This agreement extends to Confidential Information that may have been previously disclosed to Contractor prior to the execution of this Agreement.
User may be exposed to other third parties confidential or proprietary information. User will safeguard and keep confidential the confidential or proprietary information of customers, vendors, contractors, and other parties with which Connect does business to the same extent as if it were Connects Confidential Information and the prohibitions and restrictions herein apply equally to third parties confidential and proprietary information received by User pursuant to this agreement as if it were connects Confidential Information.
User shall immediately inform Connect, in writing, of any misappropriation, unauthorized use, or disclosure of Confidential Information and will cooperate in every reasonable way to prevent further disclosure and to obtain possession of the misappropriated Confidential Information.
Upon written request from Connect, user shall return to Connect (or destroy upon the request of the Connect) all Confidential Information received by User.
The User is permitted to state publicly that it is a customer of CONNECT, consistent with any Trademark Guidelines which may be adopted by CONNECT from time to time. If the User wants to display CONNECT in connection with its use of CONNECT Services, the User must obtain written permission from CONNECT. The User shall not issue any press release or make any other public communication with respect to these Terms & Conditions or the User’s use of CONNECT Services.
- REPRESENTATIONS AND WARRANTIES
Each party represents and warrants that: (i) it has full power and authority to enter into these Terms & Conditions; and (ii) it will comply with all laws and regulations applicable to its provision or use of CONNECT Services.
- DISCLOSURES & RISKS
8.1 Notification. CONNECT notifies User of certain disclosures and risks associated with virtual currency and Blockchain technology. CONNECT Services are not an investment product, and no action, notice, communication by any means, or omission by CONNECT shall be understood or interpreted as such. CONNECT has no influence whatsoever on any blockchain, the mining of cryptocurrencies, or the associated cryptocurrency or reward. The license of software and the ownership of any equipment or use of CONNECT Services does not represent or constitute any ownership right or stake, share or security, debt or equivalent right, or any right to receive any future revenue or form of participation in or relating to CONNECT or any blockchain or cryptocurrency.
8.2 Virtual Currency. Digital and virtual currencies are not considered legal tender, are not issued or backed by any government, and have fewer regulatory protections than traditional currency. Moreover, virtual currency accounts are not insured against theft or loss by any insurance corporation or securities investor protection, including the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
8.3 Market Risk. The value of digital and virtual currencies is derived from supply and demand in the global marketplace, which can rise or fall independent of any government currency. Holding digital and virtual currencies carries exchange rate and other types of risk. The value of virtual currencies may be derived from the continued willingness of market participants to exchange traditional government currency for virtual currency, which may result in the potential for permanent and total loss of value of a particular virtual currency should the market disappear. The volatility and unpredictability of the price and value of virtual currencies, relative to government currency, may result in significant loss over a short period of time. CONNECT cannot guarantee or warrant the value of any cryptocurrency or blockchain, and explicitly warns the User that there is no reason to believe that any cryptocurrency or blockchain reward will increase in value, and that they may hold no value, decrease in value, or entirely lose value.
8.4. Regulatory Risk. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of virtual currencies and blockchain rewards.
8.5 Technology Risk. Virtual currency transactions may be irreversible and losses due to fraudulent or accidental transactions may not be recoverable. Some virtual currency transactions are deemed to be made when recorded on a public ledger, which may not necessarily be the date or time the user initiated the transaction. The nature of virtual currencies may lead to an increased risk of fraud or cyber-attacks.
EXCEPT AS EXPRESSLY PROVIDED FOR IN THESE TERMS & CONDITIONS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONNECT, ITS AFFILIATES, AND ITS SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. CONNECT, ITS AFFILIATES, AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION, FAILURE TO STORE, OR ANY LOSS OF ANY USER DATA, INCLUDING BLOCKCHAIN DATA AND CRYPTOCURRENCY REWARDS DERIVED, MAINTAINED, OR TRANSMITTED THROUGH USE OF CONNECT SERVICES. THE USER IS SOLELY RESPONSIBLE FOR SECURING ITS CUSTOMER DATA AND CRYPTOCURRENCY REWARDS. NEITHER CONNECT, ITS AFFILIATES, NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF THE SOFTWARE, CONNECT SERVICES, OR BLOCKCHAINS WILL BE ERROR-FREE OR UNINTERRUPTED. CONNECT, ITS AFFILIATES, AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSSES OR OPPORTUNITY COSTS RESULTING FROM BLOCKCHAIN NETWORK AND PROTOCOL OR THIRD-PARTY SOFTWARE ISSUES, WHICH MAY IN TURN RESULT IN THE INABILITY TO PROCESS TRANSACTIONS ON ANY BLOCKCHAIN AT ALL OR WITHOUT INCURRING SUBSTANTIAL FEES.
- LIMITATION OF LIABILITY
THE AGGREGATE LIABILITY OF CONNECT, ITS SUPPLIERS, CONTRACT PARTNERS, AFFILIATES, AND THE LIKE (ALTOGETHER THE “CONNECT PARTIES”) ARISING FROM OR RELATING TO THIS AGREEMENT OR THE CONNECT SERVICES, REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER CONTRACT, WARRANTY, TORT, STRICT LIABILITY, MALPRACTICE, INDEMNITY, AND/OR OTHERWISE, AND WHETHER OR NOT ARISING IN WHOLE OR IN PART FROM THE CONNECT PARTIES FAULT, NEGLIGENCE, OR OMMISSIONS, SHALL NOT EXCEED THE AMOUNT PAID BY THE USER FOR ONE MONTH ACCESS TO THE CONNECT SERVICES MINUS ANY DIGIGAL REWARDS GENERATED OR FEIVED BY THE USER AS A RESULT OF THE USE OF THE CONNECT SERVICES. THE CONNECT PARTIES SHALL NOT IN ANY CASE BE LIABLE FOR ANY LOST OPPORTUNITY COSTS, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE CONNECT PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE. THE CONNECT PARTIES SHALL NOT BE LIABLE TO ANY THIRD PARTY FOR ANY CLAIM, LIABILITY OR DAMAGES RESULTING FROM OR RELATING TO YOUR USE OF THE CONNECT SERVICES OR ANY RELIANCE THEREON. THE CONNECT PARTIES ARE NOT RESPONSIBLE FOR LOST PROFITS OR REVENUE, LOSS OF USE OF THE CONNECT SERVICES, FAILURE OF THE CONNECT SERVICES TO OPERATE WITHOUT INTERRUPTION, LOSS OF DATA, COSTS OF RE-CREATING LOST DATA, OR THE COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM. THE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AND REPRESENTATIVES OF THE CONNECT PARTIES ARE NOT PARTIES TO THIS AGREEMENT AND SHALL HAVE NO LIABILITY RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR YOUR SUE AND RELIANCE ON THE CONNECT SERVICES. YOU ACKNOWELDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THIS AGREEMENT IS CONDITIONED ON YOUR REPRESENTATION THAT YOU HAVE ACCEPTED AND AGREE TO BE BOUND BY THIS AGREEMENT AND THESE PROVISIONS AND DISCLAIMERS. THIS LIMITATION OF LIABLITY DOES NOT APPLY TO VIOLATIONS OF THE CONNECT PARTIES’ INTELLECTUYAL PLROERITY RIGHTS OR THE USER’S PAYMENT OBLIGATIONS.
User agrees to indemnify and hold harmless the Connect Parties from and against any loss, cost, or expense incurred as a consequence of any breach of warranty or representation hereunder by User. Additionally, the User will defend, hold harmless, and indemnify CONNECT and its Affiliates against any settlement amounts approved by the User and damages and costs finally awarded against the User and its affiliates by a court of competent jurisdiction in any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding) to the extent arising from the User’s use of CONNECT Services.
The User will not assign or otherwise transfer the User’s rights and obligations under these Terms & Conditions, without the prior written consent of CONNECT, which may be unreasonably withheld. Any assignment or transfer in violation of this section will be void. CONNECT may assign these Terms & Conditions without the User’s consent (i) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (ii) to any Affiliate or as part of a reorganization; and effective upon such assignment, the assignee is deemed substituted for CONNECT as a party to these Terms & Conditions and CONNECT is fully released from all of its obligations and duties to perform under these Terms & Conditions. Subject to the foregoing, these Terms & Conditions will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns. The User may not merge these Terms & Conditions with any other agreements with which CONNECT may be a party.
Any dispute, controversy, difference or claim arising out of or relating to these Terms & Conditions or relating in any way to the User’s use of CONNECT Services, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to these Terms & Conditions shall be commenced only in a court in the State of Wyoming (federal or state), and the User and Connect each consent to the exclusive jurisdiction of such Courts. Notwithstanding the foregoing CONNECT and the User agree that CONNECT may bring suit in court to enjoin infringement or other misuse of CONNECT’s intellectual property rights. The prevailing party in any court action shall be entitled to costs and reasonable attorneys’ fees. CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. CUSTOMER ACKNOWLEDGES THAT, BY AGREEING TO THESE TERMS, EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
12.3. Entire Agreement.
These Terms & Conditions sets out all the terms agreed between the parties and supersedes all other agreements between the parties. In entering into these Terms & Conditions, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in these Terms & Conditions and win Node agreement (as applicable). These may be updated by CONNECT on connectblockchain.net.
12.4. Force Majeure.
CONNECT and its affiliates will not be liable for any failure or delay in performance of obligation under these Terms & Conditions where the failures or delay results from any cause beyond reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. Force Majeure events include, but are not limited to, upgrades to the validation rules of a given blockchain (e.g., a “hard fork” or “soft fork”)
12.5. Governing Law.
Any claim or dispute between the User and CONNECT arising out of or relating to the User’s use of the CONNECT website, CONNECT Services, or these Terms & Conditions, in whole or in part, shall be governed by the laws of the State of Wyoming, USA without respect to its conflict of laws provisions. The 1980 United Nations Conventions on Contracts for the International Sale of Goods does not govern these Terms & Conditions.
All communications and notices made or given pursuant to these Terms & Conditions must be in the English language. If we provide a translation of the English language version of these Terms & Conditions, the English language version will control if there is any conflict.
12.7. Notices to the User and CONNECT.
CONNECT may provide any notice to the User under these Terms & Conditions by: (i) posting a notice on the CONNECT website; or (ii) sending a message to the email address then associated with the User’s account. Notices provided on the CONNECT website will be effective upon posting and notices provided by email will be effective when the email is sent. It is the User’s responsibility to keep the User’s email address current. To give CONNECT notice under these Terms & Conditions, the User must contact CONNECT by email@example.com. CONNECT may update the address for notices by posting a notice on its website.
If any portion of these Terms & Conditions is held to be invalid or unenforceable, the remaining portions will remain in full force and effect.
12.9. No Third-Party Beneficiaries.
This Agreement is for the sole benefit of the parties hereto and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Nothing herein shall be construed to create a joint venture or partnership between the parties hereto or an employer/employee or agency relationship. Neither party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party.
12.11. Intellectual Property.
User acknowledges and understands that the copyrights, patents, trade secrets, trademarks, and other intellectual property, including derivatives and rights thereof, belonging to Connect are and shall remain the sole and exclusive property of Connect. Nothing in this agreement assigns or transfers to User any ownership or exclusive rights to any intellectual property or Confidential Information belonging to Connect. User acknowledges that its breach of this agreement would cause irreparable harm to Connect and that could not be adequately compensated by damages alone. Consequently, Connect may seek and obtain, without posting a bond or providing any other security, immediate preliminary and permanent injunctions against your breach or threatened breach of this agreement, in addition to any and all other legal and equitable remedies available and you hereby consent to the obtaining of such injunctive relief.