SingularityNET
Platform Terms &
Conditions
LAST UPDATED: 22 OCTOBER 2021
The Offerings, as defined below,
are controlled, operated and administered by the
Company, as defined below. All inquiries may be directed to legal@singularitynet.io.
These
Platform Terms & Conditions (the “Terms
of Use” or “Terms”) constitute a legally binding
agreement between you (“you”, “your” or “User”) and STICHTING SINGULARITYNET, a company incorporated in the
Netherlands (“Company”, “us”, “we”, or
“Singularity”). These Terms govern your access to and use of Singularity Offerings (as defined below).
By
accessing, downloading, using or clicking on “I agree”
to accept any Offerings provided by SingularityNet,
you represent and warrant that you have read, understood and accepted all of
the terms and conditions stipulated in these Terms as well as our Privacy Policy
(as defined below). In addition, when using some features of the Offerings,
you may be subject to specific additional terms and conditions applicable to
those features. IF YOU ARE YOUNGER THAN 18 YEARS OF AGE, YOU ARE
FORBIDDEN FROM ACCESSING, OR USING, ANY OF THE OFFERINGS.
Please read the terms
carefully as they govern your use of SingularityNet’s
Offerings. THESE TERMS CONTAIN IMPORTANT PROVISIONS INCLUDING AN ARBITRATION
PROVISION THAT REQUIRES ALL CLAIMS TO BE RESOLVED BY WAY OF LEGALLY BINDING
ARBITRATION. The terms of the arbitration provision are set forth in Article
12 (Resolving Disputes: Forum, Arbitration, Class Action Waiver),
hereunder. As with any asset, the values of Crypto Assets (as defined below)
may fluctuate significantly and there is a substantial risk of economic losses
when purchasing, selling, holding or investing in Crypto
Assets and their derivatives. BY MAKING USE OF SINGULARITYNET OFFERINGS, YOU
ACKNOWLEDGE AND AGREE THAT: (1) YOU ARE AWARE OF THE RISKS ASSOCIATED WITH
TRANSACTIONS OF CRYPTO ASSETS AND THEIR DERIVATIVES; (2) YOU SHALL ASSUME ALL
RISKS RELATED TO THE USE OF SINGULARITYNET OFFERINGS AND TRANSACTIONS OF CRYPTO
ASSETS AND THEIR DERIVATIVES; AND (3) SINGULARITYNET SHALL NOT BE LIABLE FOR
ANY SUCH RISKS OR ADVERSE OUTCOMES.
The form and
nature of the Offerings, and all information posted on the Site are subject to
change without notice. In addition, these Terms may be changed, altered or modified at any time without prior notice. Company
will make such changes by posting them here. You should check this page
periodically for such changes. You can determine when these Terms were last
revised by referring to the “LAST UPDATED” legend at the top of these
Terms. Your continued access of the Site after such changes conclusively
demonstrates your acceptance of those changes.
We reserve
the right, at any time and from time to time, temporarily or permanently, in
whole or in part, to: modify or discontinue the
Offerings, with or without notice; charge fees in connection with the use of
the Offerings; modify and/or waive any fees charged in connection with the
Offerings; and/or offer opportunities to some or all users of the Offerings. In
these Terms, “Affiliated Entities” means any direct or indirect parents,
subsidiaries, sponsors, or affiliates of Company. You agree that neither we nor
any Affiliated Entities shall be liable to you or to any third party for any
modification, suspension or discontinuance of the
Site, in whole or in part, or of any Service, information and materials
contained herein, software used to make the Site, or feature or product offered
through the Site.
Our Site(s) are
hosted by singularitynet.io and you are therefore subject to the terms &
conditions and privacy policy of singularitynet.io. You further agree to and
are bound by such terms & conditions and privacy policy which is incorporated herein
by reference.
By
accessing, using or attempting to use SingularityNet Offerings in any capacity, you acknowledge
that you accept and agree to be bound by these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY
PROHIBITED FROM USING THE OFFERINGS AND YOU SHOULD DISCONTINUE USE IMMEDIATELY.
1.
DEFINITIONS
“Affiliated
Entities” has
the meaning set forth in the Preamble.
“Company”, “us”, “we”, or “SingularityNet”
has the meaning set forth in the Preamble.
“Confidential
Information” has the meaning set forth in Section 12.4.
“Feedback”
has the meaning set forth in Section 3.2.1.
“SingularityNet Accounts refer to the foundational virtual
accounts, including main accounts and subaccounts, which are opened by SingularityNet for Users to record on SingularityNet
their usage of SingularityNet Offerings,
transactions, asset changes and basic information. SingularityNet
Accounts serve as the basis for Users to enjoy and exercise their rights on SingularityNet.
“Crypto
Assets” refer to encrypted or crypto tokens or cryptocurrencies with a
certain value that are based on blockchain and cryptography technologies and
are issued and managed in a decentralized form, as well as their derivatives or
other types of cryptoized assets with a certain
value.
“Crypto-to-Crypto
Trading”
refers to spot transactions in which one Crypto Asset is exchanged for another Crypto
Asset.
“Privacy Policy”
means the privacy policy found at https://public.singularitynet.io/privacy_policy.html
“SingularityNet
Offerings” means
various services provided to you by SingularityNet
that are based on Internet and/or blockchain technologies and offered via SingularityNet websites, mobile applications, clients and other forms (including new ones enabled by
future technological development). SingularityNet Offerings
include but are not limited to such SingularityNet
ecosystem components as Crypto Asset Trading Platforms, the financing sector, SingularityNet Launchpad, SingularityNet
Token Bridge, and existing services and novel services to be provided by SingularityNet.
“SingularityNet
Operators”
refer to all parties that run SingularityNet,
including but not limited to legal persons (including Nunet
and SingularityDAO Labs DMCC), unincorporated
organizations and teams that provide SingularityNet Offerings
and are responsible for such services. For convenience, unless otherwise
stated, references to “SingularityNet” and “we” in
these Terms specifically mean SingularityNet
Operators. UNDER THESE TERMS, SINGULARITYNET OPERATORS MAY CHANGE AS SINGULARITYNET’S
BUSINESS ADJUSTS, IN WHICH CASE, THE CHANGED OPERATORS SHALL PERFORM THEIR
OBLIGATIONS UNDER THESE TERMS WITH YOU AND PROVIDE SERVICES TO YOU, AND SUCH
CHANGE DOES NOT AFFECT YOUR RIGHTS AND INTERESTS UNDER THESE TERMS.
ADDITIONALLY, THE SCOPE OF SINGULARITYNET OPERATORS MAY BE EXPANDED DUE TO THE
PROVISION OF NEW SINGULARITYNET SERVICES, IN WHICH CASE, IF YOU CONTINUE TO USE
SINGULARITYNET SERVICES, IT IS DEEMED THAT YOU HAVE AGREED TO JOINTLY EXECUTE
THESE TERMS WITH THE NEWLY ADDED SINGULARITYNET OPERATORS. IN CASE OF A DISPUTE,
YOU SHALL DETERMINE THE ENTITIES BY WHICH THESE TERMS ARE PERFORMED WITH YOU
AND THE COUNTERPARTIES OF THE DISPUTE, DEPENDING ON THE SPECIFIC SERVICES YOU
USE AND THE PARTICULAR ACTIONS THAT AFFECT YOUR RIGHTS OR INTERESTS.
“SingularityNet Platform” means the ecosystem
comprising SingularityNet websites (whose domain
names include but are not limited to singularitynet.io), mobile applications,
clients, applets and other applications that are developed to offer SingularityNet Offerings, and includes independently-operated
platforms, websites and clients within the ecosystem (e.g. SingularityNet’s
airdrop portal & Token Bridge). In case of any inconsistency between
relevant terms of use of the above platforms and the contents of these Terms,
the respective applicable terms of such platforms shall prevail.
“SingularityNet Platform Rules” means all
rules, interpretations, announcements, statements, letters of consent and other
contents that have been and will be subsequently released by SingularityNet, as well as all regulations, implementation
rules, product process descriptions, and announcements published within
products or service processes.
“Terms of Use” or
“Terms” has the
meaning set forth in the Preamble.
“Users”
or “you” or “yours” means all
individuals, institutions or organizations that access, download or use SingularityNet or SingularityNet Offerings
and who meet the criteria and conditions stipulated by SingularityNet.
If there exist other agreements for such entities as developers, distributors,
market makers, and exchanges, such
agreements shall be followed.
2.
GENERAL PROVISIONS
2.1.
About These Terms.
2.1.1.
Contractual Relationship. These Terms constitute
a legal agreement and create a binding contract between you and SingularityNet Operators.
2.1.2.
Supplementary Terms. Due to the rapid
development of Crypto Assets and SingularityNet,
these Terms between you and SingularityNet Operators
do not enumerate or cover all rights and obligations of each party, and do not
guarantee full alignment with needs arising from future development. Therefore,
THE PRIVACY POLICY, SINGULARITYNET PLATFORM RULES, AND ALL OTHER AGREEMENTS
ENTERED INTO SEPARATELY BETWEEN YOU AND SINGULARITYNET ARE DEEMED SUPPLEMENTARY
TERMS THAT ARE AN INTEGRAL PART OF THESE TERMS AND SHALL HAVE THE SAME LEGAL
EFFECT. YOUR USE OF SINGULARITYNET SERVICES IS DEEMED YOUR ACCEPTANCE OF THE
ABOVE SUPPLEMENTARY TERMS.
2.1.3.
Changes to These Terms. SingularityNet reserves the right to
change or modify these Terms in its discretion at any time. SingularityNet
will notify such changes by updating the terms on its Sites and modifying the “LAST
UPDATED” date displayed on this page. ANY AND ALL MODIFICATIONS OR CHANGES TO
THESE TERMS WILL BECOME EFFECTIVE UPON PUBLICATION ON THE WEBSITE OR RELEASE TO
USERS. THEREFORE, YOUR CONTINUED USE OF SINGULARITYNET OFFERINGS IS DEEMED YOUR
ACCEPTANCE OF THE MODIFIED AGREEMENT AND RULES. IF YOU DO NOT AGREE TO ANY
CHANGES TO THESE TERMS, YOU MUST STOP USING SINGULARITYNET OFFERINGS
IMMEDIATELY. YOU ARE RECOMMENDED TO FREQUENTLY REVIEW THESE TERMS TO ENSURE
YOUR UNDERSTANDING OF THE TERMS AND CONDITIONS THAT APPLY TO YOUR ACCESS TO AND
USE OF SINGULARITYNET SERVICES.
2.1.4.
Prohibition of Use. BY ACCESSING AND USING
SINGULARITYNET OFFERINGS, YOU REPRESENT AND WARRANT THAT YOU HAVE NOT BEEN
INCLUDED IN ANY TRADE EMBARGOES OR ECONOMIC SANCTIONS LIST (SUCH AS THE UNITED
NATIONS SECURITY COUNCIL SANCTIONS LIST), THE LIST OF SPECIALLY DESIGNATED
NATIONALS MAINTAINED BY OFAC (THE OFFICE OF FOREIGN ASSETS CONTROL OF THE U.S.
DEPARTMENT OF THE TREASURY), OR THE DENIED PERSONS OR ENTITY LIST OF THE U.S.
DEPARTMENT OF COMMERCE. SINGULARITYNET RESERVES THE RIGHT TO CHOOSE MARKETS AND
JURISDICTIONS TO CONDUCT BUSINESS, AND MAY RESTRICT OR REFUSE, IN ITS DISCRETION,
THE PROVISION OF SINGULARITYNET SERVICES IN CERTAIN COUNTRIES OR REGIONS.
2.2.
Information Maintenance. Although SingularityNet has been committed to maintaining the
accuracy of the information provided through SingularityNet
Offerings, SingularityNet cannot and does not
guarantee its accuracy, applicability, reliability, integrity, performance or appropriateness, nor shall SingularityNet be liable for any loss or damage that may be
caused directly or indirectly by your use of these contents. The information
about SingularityNet Offerings may change without
notice, and the main purpose of providing such information is to help Users
make independent decisions. SingularityNet does not
provide investment or consulting advice of any kind, and
is not responsible for the use or interpretation of information on SingularityNet or any other communication medium. All Users
of SingularityNet Offerings must understand the risks
involved in Crypto Assets related activities, and are
recommended to exercise caution within their own capabilities.
2.3.
SingularityNet Account Registration
and Requirements
2.3.1.
Registration. Users can apply for a SingularityNet
Account at (beta.singularitynet.io) to use SingularityNet
Offerings. When you register a SingularityNet
Account, you must provide your real name, email address and password, and
accept these Terms, the Privacy Policy, and other SingularityNet
Platform Rules. SingularityNet may refuse, in its
discretion, to open a SingularityNet Account for you.
You agree to provide complete and accurate information when opening a SingularityNet Account, and agree
to timely update any information you provide to SingularityNet
to maintain the integrity and accuracy of the information. Only one User can be
registered at a time, but each individual User (including any User that is a
business or legal entity) may maintain only one main account at any given time.
For certain SingularityNet Offerings, you may be
required to set up a special account independent from your SingularityNet
Account, based on the provisions of these Terms or the Supplementary Terms. The
registration, use, protection and management of such
accounts are equally governed by the provisions of this Article 2 and Article
6, unless otherwise stated in these Terms or the Supplementary Terms.
2.3.2.
Eligibility. By registering to use a SingularityNet Account, you represent and warrant that (i)
as an individual, you are at least 18 or are of legal age to form a binding
contract under applicable laws; (ii) as an individual, legal person, or other organization,
you have full legal capacity and sufficient authorizations to enter into these
Terms; (iii) you have not been previously suspended or removed from using SingularityNet Offerings; (iv) you do not currently have a SingularityNet Account; (v) you are neither a United States
user, a Malaysia user, a Singapore-based user, or an Ontario (Canada)-based
user; nor are you acting on behalf of a United States user, a Malaysia user, a
Singapore-based user, or an Ontario (Canada)-based user. If you act as an employee
or agent of a legal entity, and enter into these Terms on their behalf, you
represent and warrant that you have all the necessary rights and authorizations
to bind such legal entity; (vi) your use of SingularityNet
Offerings will not violate any and all laws and regulations applicable to you,
including but not limited to regulations on anti-money laundering,
anti-corruption, and counter-terrorist financing; and (vii) you will not
transfer any part of your SingularityNet Accounts to
other Users. Please note that some products and services may not be available
in certain jurisdictions or regions or to certain users. SingularityNet
reserves the right to change, modify or impose additional restrictions at its
discretion at any time.
2.3.3.
SingularityNet Accounts Ownership. Your SingularityNet
Account belongs to you and you are solely responsible
for anything that happens through your Account, unless otherwise for the
reasons of closure, hacks, or misuse. For the purposes of this Section 2.3.3,
it shall be the sole responsibility of the User to avoid any unauthorized use
or access of the Account. SingularityNet reserves the right to
suspend, freeze or cancel the use of SingularityNet
Accounts by persons other than account registrant. If you suspect or become
aware of any unauthorized use of your username and password, you should notify SingularityNet immediately. SingularityNet
assumes no liability for any loss or damage arising from the use of SingularityNet Account by you or any third party with or
without your authorization.
2.3.4.
User Identity Verification. Your registration of
an account with SingularityNet will be deemed your
agreement to provide required personal information for identity verification.
Such information will be used to verify Users’ identity, identify traces of
money laundering, terrorist financing, fraud and other
financial crimes through SingularityNet, or for other
lawful purposes stated by SingularityNet. We will
collect, use and share such information in accordance
with our Privacy Policy. You agree
that all information you provide to register with this Site or otherwise, is
governed by the Privacy Policy and all other policies we publish and update
from time to time, and you consent to all actions we take with respect to your
information consistent with our Privacy Policy. In addition to providing such
information, you agree to allow us to keep a record of that information during
the period for which your account is active and within five (5) years after
your account is closed, in compliance with global industry standards on data
storage. You also authorize us to conduct necessary investigations directly or
through a third party to verify your identity or protect you and/or us from
financial crimes, such as fraud. The information we require to verify your
identity may include, but is not limited to, your name, email address, contact
information, phone number, username, government-issued ID, date of birth, and
other information collected during account registration. When providing the
required information, you confirm it is true and accurate. AFTER
REGISTRATION, YOU MUST ENSURE THAT THE INFORMATION IS TRUE, COMPLETE, AND
TIMELY UPDATED WHEN CHANGED. IF THERE ARE ANY GROUNDS FOR BELIEVING THAT ANY OF
THE INFORMATION YOU PROVIDED IS INCORRECT, FALSE, OUTDATED
OR INCOMPLETE, SINGULARITYNET RESERVES THE RIGHT TO SEND YOU A NOTICE TO DEMAND
CORRECTION, DIRECTLY DELETE THE RELEVANT INFORMATION, AND, AS THE CASE MAY BE,
TERMINATE ALL OR PART OF SINGULARITYNET SERVICES WE PROVIDE FOR YOU. IF WE ARE
UNABLE TO REACH YOU WITH THE CONTACT INFORMATION YOU PROVIDED, YOU SHALL BE
FULLY LIABLE FOR ANY LOSS OR EXPENSE CAUSED TO SINGULARITYNET DURING YOUR USE
OF SINGULARITYNET SERVICES. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE THE
OBLIGATION TO UPDATE ALL THE INFORMATION IF THERE IS ANY CHANGE.BY REGISTERING
AN ACCOUNT, YOU HEREBY AUTHORIZE SINGULARITYNET TO CONDUCT INVESTIGATIONS THAT SINGULARITYNET
CONSIDERS NECESSARY, EITHER DIRECTLY OR THROUGH A THIRD PARTY, TO VERIFY YOUR
IDENTITY OR PROTECT YOU, OTHER USERS AND/OR SINGULARITYNET FROM FRAUD OR OTHER
FINANCIAL CRIMES, AND TO TAKE NECESSARY ACTIONS BASED ON THE RESULTS OF SUCH
INVESTIGATIONS. YOU ALSO ACKNOWLEDGE AND AGREE THAT YOUR PERSONAL INFORMATION
MAY BE DISCLOSED TO CREDIT BUREAUS AND AGENCIES FOR FRAUD PREVENTION OR
FINANCIAL CRIME PREVENTION, WHICH MAY RESPOND TO OUR INVESTIGATIONS IN FULL.
2.3.5.
Account Security. SingularityNet has been committed to
maintaining the security of User data and property and has implemented industry
standard protection for SingularityNet Offerings.
However, the actions of individual Users may pose risks. You shall agree to
treat your access credentials (such as username and password) as confidential
information, and not to disclose such information to any third party. You also
agree to be solely responsible for taking the necessary security measures to
protect your SingularityNet Account and personal
information. You should be solely responsible for keeping safe of your SingularityNet Account and password, and
be responsible for all the transactions under your SingularityNet
Account. SingularityNet assumes no liability for any
loss or consequences caused by authorized or unauthorized use of your account
credentials, including but not limited to information disclosure, information
release, consent or submission of various rules and agreements by clicking on
the website, online agreement renewal, etc. By creating a SingularityNet
Account, you hereby agree that:
2.3.6.
Personal Data. Your personal data will be properly
protected and kept confidential, but SingularityNet
has the right to collect, process, use or disclose your personal data in
accordance with the Terms (including the Privacy Policy) or applicable laws.
Depending on the products or services concerned, your personal data may be
disclosed to the following third parties:
3.
SINGULARITYNET OFFERINGS.
3.1.
Access to Offerings. Upon completion of the
registration and identity verification for your SingularityNet
Account, you may use various SingularityNet Offerings,
including but not limited to, SingulartiyNet’s
Marketplace, SingularityNet’s Airdrop Portal, SingularityNet’s Token Bridge, participating in User
activities held by SingularityNet, etc., in
accordance with the provisions of these Terms (including SingularityNet
Platform Rules and other individual agreements). SingularityNet
has the right to provide, modify or terminate, in its discretion, any SingularityNet Offerings based on its development plan; and
allow or prohibit some Users’ use of any SingularityNet
Offerings in accordance with relevant SingularityNet
Platform Rules.
3.2.
Service Usage Guidelines.
3.2.1.
License. Provided that you constantly comply with
the express terms and conditions stated in these Terms, SingularityNet
grants you a revocable, limited, royalty-free, non-exclusive, non-transferable,
and non-sublicensable license to access and use SingularityNet
Offerings through your computer or internet compatible devices for your
personal/internal purposes. You are prohibited to use SingularityNet
Offerings for resale or commercial purposes, including transactions on behalf
of other persons or entities. All the above actions are expressly prohibited
and constitute a material violation of these Terms. The content layout, format,
function and access rights regarding SingularityNet Offerings should be stipulated in the
discretion of SingularityNet. SingularityNet
reserves all rights not expressly granted in these Terms. Therefore, you are
hereby prohibited from using SingularityNet Offerings
in any way not expressly authorized by these Terms. These Terms only grant a
limited license to access and use SingularityNet Offerings.
Therefore, you hereby agree that when you use SingularityNet
Offerings, SingularityNet does not transfer SingularityNet Offerings or the ownership or intellectual
property rights of any SingularityNet intellectual
property to you or anyone else. All the text, graphics, user interfaces, visual
interface, photos, sounds, process flow diagrams, computer code (including html
code), programs, software, products, information and documents, as well as the
design, structure, selection, coordination, expression, look and feel, and
layout of any content included in the services or provided through SingularityNet Offerings, are exclusively owned, controlled
and/or licensed by SingularityNet Operators or its
members, parent companies, licensors or affiliates. SingularityNet
further owns any feedback, suggestions, ideas, or other information or
materials (hereinafter collectively referred to as “Feedback”) about SingularityNet or SingularityNet Offerings
that you provide through email, SingularityNet Offerings,
or other ways. You hereby transfer all rights, ownership and interests of the
Feedback and all related intellectual property rights to SingularityNet.
You have no right and hereby waive any request for acknowledgment or
compensation based on any Feedback, or any modifications based on any Feedback.
3.2.2.
Restrictions. When you use SingularityNet Offerings, you agree and undertake to comply
with the following provisions:
3.2.3.
Audit Rights. By accessing SingularityNet
Offerings, you agree that SingularityNet has the
right to investigate any violation of these Terms, unilaterally determine
whether you have violated these Terms, and take actions under relevant
regulations without your consent or prior notice. Examples of such actions
include, but are not limited to:
3.3.
Know Your Customer & Anti-Money Laundering. SingularityNet’s LaunchPad,
Token Bridge is and other applicable Services are
permissionless and fully decentralised Services for
token swaps and related activites. Although SingularityNet makes no warranty as to the merit, legality or juridical nature of any token (including whether
or not it is considered a security or financial instrument under any applicable
Securities Laws), token sale or fundraiser on top of SingularityNet,
we nonetheless understand the need to require KYC/AML on token sale
participants. Therefore, and at the sole behest of competent regulatory
authorities:
a.
SingularityNet reserves the right, at
any time, to ask for any KYC documentation it deems necessary to determine the identity
and location of a User. SingularityNet reserves the
right to restrict service and payment until identity is sufficiently
determined.
b.
SingularityNet further reserves the
right to share submitted KYC information and documentation to 3rd parties to
verify the authenticity of submitted information, and the end user (you) agree
to this by using the Service.
c.
SingularityNet reserves the right to
confiscate any and all funds that are found to be in
violation of relevant and applicable anti-money laundering (AML) and countering
terrorism financing (CFT) laws and regulations, and to cooperate with the
competent authorities when and if necessary.
4.
LIABILITIES
4.1.
Disclaimer of Warranties. TO THE MAXIMUM EXTENT
PERMITTED UNDER APPLICABLE LAW, SINGULARITYNET SERVICES, SINGULARITYNET
MATERIALS AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF SINGULARITYNET
ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND SINGULARITYNET
EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR
WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN
TRADE. WITHOUT LIMITING THE FOREGOING, SINGULARITYNET DOES NOT REPRESENT OR
WARRANT THAT THE SITE, SINGULARITYNET SERVICES OR SINGULARITYNET MATERIALS ARE
ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS. SINGULARITYNET DOES NOT GUARANTEE THAT ANY ORDER WILL BE
EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS,
AGREEMENTS AND RULES SET FORTH IN THESE TERMS, YOU HEREBY ACKNOWLEDGE AND AGREE
THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR AGREEMENT, WHETHER WRITTEN
OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF SINGULARITYNET SERVICES.
WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT SINGULARITYNET
WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (A)
ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSETS PRICE DATA, (B) ANY ERROR
OR DELAY IN THE TRANSMISSION OF SUCH DATA, (C) INTERRUPTION IN ANY SUCH DATA,
(D) REGULAR OR UNSCHEDULED MAINTENANCE CARRIED OUT BY SINGULARITYNET AND
SERVICE INTERRUPTION AND CHANGE RESULTING FROM SUCH MAINTENANCE, (E) ANY
DAMAGES INCURRED BY OTHER USERS’ ACTIONS, OMISSIONS OR VIOLATION OF THESE
TERMS, (F) ANY DAMAGE CAUSED BY ILLEGAL ACTIONS OF OTHER THIRD PARTIES OR
ACTIONS WITHOUT AUTHORIZED BY SINGULARITYNET; AND (G) OTHER EXEMPTIONS
MENTIONED IN DISCLAIMERS AND PLATFORM RULES ISSUED BY SINGULARITYNET. THE
DISCLAIMER OF IMPLIED WARRANTIES CONTAINED HEREIN MAY NOT APPLY IF AND TO THE
EXTENT IT IS PROHIBITED BY APPLICABLE LAW OF THE JURISDICTION IN WHICH YOU
RESIDE.
4.2.
Disclaimer of Damages and Limitation of Liability. TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SINGULARITYNET,
ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS,
EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE
LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR
SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR
FINANCIAL BENEFITS) ARISING OUT OF SINGULARITYNET SERVICES, ANY PERFORMANCE OR
NON-PERFORMANCE OF SINGULARITYNET SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER
ITEM PROVIDED BY OR ON BEHALF OF SINGULARITYNET AND ITS AFFILIATES, WHETHER
UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF SINGULARITYNET
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT OF A
FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF SINGULARITYNET’S
GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. NOTWITHSTANDING
THE FOREGOING, IN NO EVENT WILL THE LIABILITY OF SINGULARITYNET, ITS AFFILIATES
AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES,
ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF
SERVICES OFFERED BY OR ON BEHALF OF SINGULARITYNET AND ITS AFFILIATES, ANY
PERFORMANCE OR NON-PERFORMANCE OF SINGULARITYNET SERVICES, OR ANY OTHER
PRODUCT, SERVICE OR OTHER ITEM, WHETHER UNDER CONTRACT, STATUTE, STRICT
LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO SINGULARITYNET
UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT
GIVING RISE TO THE CLAIM FOR LIABILITY. CRYPTOCURRENCY VALUES CAN FLUCTUATE
GREATLY IN VALUE DEPENDING ON MARKET CONDITIONS. THE USER WARRANTS THAT IT IS
AWARE OF THE VOLATILE NATURE OF CRYPTO ASSETS, AND
HOLDS SINGULAIRTY HARMLESS FOR ANY LOSS OR DAMAGES ARISING FROM SUCH VOLATILITY.
IN CONSIDERING WHETHER TO HOLD CRYPTO ASSETS, YOU SHOULD BE AWARE THAT THE
PRICE OR VALUE OF CRYPTO ASSETS CAN CHANGE RAPIDLY, DECREASE, AND POTENTIALLY
EVEN FALL TO ZERO. PAST PERFORMANCE IS NOT AN INDICATOR OF FUTURE PERFORMANCE.
YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY LOSS OF YOUR CRYPTO ASSET
RESULTING FROM THEFT, LOSS, OR MISHANDLING OF CRYPTO ASSET PRIVATE KEYS OUTSIDE
OUR CONTROL. WE ARE NOT RESPONSIBLE FOR ANY CRYPTO ASSET MARKET AND WE MAKE NO
REPRESENTATIONS OR WARRANTIES CONCERNING THE REAL OR PERCEIVED VALUE OF CRYPTO
ASSETS AS DENOMINATED IN ANY QUOTED CURRENCY. ALTHOUGH WE MAY PROVIDE
HISTORICAL AND/OR REAL-TIME DATA REGARDING THE PRICE OF CRYPTO ASSETS, WE MAKE
NO REPRESENTATIONS REGARDING THE QUALITY, SUITABILITY, TRUTH, USEFULNESS,
ACCURACY, OR COMPLETENESS OF SUCH DATA, AND YOU SHOULD NOT RELY ON SUCH DATA
FOR ANY REASON WHATSOEVER.
4.3.
Indemnification. You agree to indemnify and hold harmless SingularityNet Operators, their affiliates, contractors,
licensors, and their respective directors, officers, employees and agents from
and against any claims, actions, proceedings, investigations, demands, suits,
costs, expenses and damages (including attorneys’ fees, fines or penalties
imposed by any regulatory authority) arising out of or related to (i) your use
of, or conduct in connection with, SingularityNet Offerings,
(ii) your breach or our enforcement of these Terms, or (iii) your violation of
any applicable law, regulation, or rights of any third party during your use of
SingularityNet Offerings. If you are obligated to
indemnify SingularityNet Operators, their affiliates,
contractors, licensors, and their respective directors, officers, employees or agents pursuant to these Terms, SingularityNet will have the right, in its sole discretion,
to control any action or proceeding and to determine whether SingularityNet wishes to settle, and if so, on what terms.
5.
ANNOUNCEMENTS & COMMUNICATIONS.
5.1.
Please be aware that all official announcements,
news, promotions, competitions, and notice may be made via e-mail, by regular
mail. USERS UNDERTAKE TO REFER TO THESE MATERIALS REGULARLY AND PROMPTLY. SINGULARITYNET
WILL NOT BE HELD LIABLE OR RESPONSIBLE IN ANY MANNER OF COMPENSATION SHOULD
USERS INCUR PERSONAL LOSSES ARISING FROM IGNORANCE OR NEGLIGENCE OF THE
ANNOUNCEMENTS.
5.2.
By accessing the SingularityNet Offerings or by sending emails to us, you
are knowingly and voluntarily consenting to receive communications from us
electronically. You agree that all agreements, notices, disclosures
and other communications that we provide to you electronically satisfy any
legal requirement that such communications be in writing.
6.
TERMINATION OF AGREEMENT
6.1.
Suspension of SingularityNet
Accounts. You
agree that SingularityNet shall have the right to
immediately suspend your SingularityNet Account (and
any accounts beneficially owned by related entities or affiliates), and suspend your access to the SingularityNet
Platform for any reason including if SingularityNet
suspects any such accounts to be in violation of these Terms, our Privacy
Policy, or any applicable laws and regulations. You agree that SingularityNet shall not be liable to you for any permanent
or temporary modification of your SingularityNet
Account, or suspension or termination of your access to all or any portion of SingularityNet Offerings. SingularityNet
shall reserve the right to keep and use the data or other information related
to such SingularityNet Accounts. The above account
controls may also be applied in the following cases:
6.2.
Cancellation of SingularityNet
Accounts. In
case of any of the following events, SingularityNet
shall have the right to directly terminate these Terms by cancelling your SingularityNet Account, and shall enjoy the right but not
the obligation to permanently freeze (cancel) the authorizations of your SingularityNet Account on SingularityNet
and withdraw the corresponding SingularityNet Account
thereof:
6.3.
Data Retention Following Termination. Should your SingularityNet Account be terminated, the account and
transactional information that meet data retention standards will be securely
stored for 5 years. You acknowledge that a user-initiated account exit (right
to erasure under GDPR or other equivalent regulations) will also be subjected
to the termination protocol stated above.
7.
NO FINANCIAL ADVICE OR SERVICES.
7.1.
The non-custodial nature of the SingularityNet
Services does not facilitate or provide brokerage, exchange, payment, escrow, remittance or merchant services. SingularityNet’s
technology acts as a non-custodial escrow service allowing its users to
exchange value without any middlemen or counterparty risks. Users interact
directly with a smart contract and decide on the terms of the trade. In true
peer-to-peer fashion, SingularityNet is never a party
to any transaction. Because SingularityNet is not a
party, it’s impossible for SingularityNet to impose
spending conditions on escrows—such as how and when the receiving party can
spend funds locked in the smart contract. Funds locked in the SingularityNet ecosystem can only be retrieved by the
rightful private key owner or the specific beneficiary set at time of contract
execution. All pertinent data involved in transactions are entirely handled by
the Users. As such, SingularityNet is not a broker,
intermediary, agent, or advisor and has no fiduciary relationship or obligation
to you in connection with any decisions or activities effected by you using SingularityNet Offerings. No communication or information
provided to you by SingularityNet is intended as, or
shall be considered or construed as, investment advice, financial advice,
trading advice, or any other sort of advice. You should consult legal or tax
professionals regarding your specific situation. SingularityNet
does not recommend that any Crypto Asset should be bought, earned, sold, or
held by you. Before making the decision to buy, sell or hold any Crypto Asset,
you should conduct your own due diligence and consult your financial advisors
prior to making any investment decision. SingularityNet
will not be held responsible for the decisions you make to buy, sell, or hold Crypto
Asset based on the information provided by SingularityNet.
8.
COMPLIANCE WITH LOCAL LAWS.
8.1.
It is Users’ responsibility to abide by local laws in
relation to the legal usage of SingularityNet Offerings
in their local jurisdiction as well as other laws and regulations applicable to
Users. Users must also factor, to the extent of their local laws all aspects of
taxation, the withholding, collection, reporting and remittance to their
appropriate tax authorities. ALL USERS OF SINGULARITYNET OFFERINGS
ACKNOWLEDGE AND DECLARE THAT THEIR FUNDS COME FROM LEGITIMATE SOURCES AND DO
NOT ORIGINATE FROM ILLEGAL ACTIVITIES; USERS AGREE THAT SINGULARITYNET WILL
REQUIRE THEM TO PROVIDE OR OTHERWISE COLLECT THE NECESSARY INFORMATION AND
MATERIALS AS PER RELEVANT LAWS OR GOVERNMENT ORDERS TO VERIFY THE LEGALITY OF
THE SOURCES AND USE OF THEIR FUNDS. SingularityNet
maintains a stance of cooperation with law enforcement authorities globally and
will not hesitate to seize, freeze, terminate Users’ accounts and funds which
are flagged out or investigated by legal mandate.
9.
PRIVACY POLICY.
9.1.
Access to SingularityNet Offerings
will require the submission of certain personally identifiable information.
Please review SingularityNet’s Privacy Policy for a
summary of SingularityNet’s guidelines regarding the
collection and use of personally identifiable information.
10.
WEBSITES WE LINK TO.
10.1.
This Site contains links
to websites operated by third parties. We have no control over their individual
content. We give no warranties or representations as to the accuracy or
completeness of any of the information appearing in relation to any linked
websites. The links are for your convenience only. We do not recommend any
products or services advertised on those websites. If you decide to access any
third-party website linked from this Site, you do so at your own risk.
10.2.
YOU AGREE THAT YOUR USE
OF THIRD-PARTY WEBSITES AND RESOURCES, INCLUDING BY WAY OF ILLUSTRATION AND NOT
LIMITATION YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS,
OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEBSITES AND RESOURCES, IS AT
YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO
SUCH SITES AND RESOURCES.
11.
LINKING TO OUR SITE.
11.1.
You must not include links to this Site in any other Site without our
prior written consent. In particular (but without limiting the foregoing) you
must not include in any other Site any “deep link” to any page on this Site. Our
Site must not be framed on any other website. You must not establish a link in
such a way as to suggest any form of association, approval
or endorsement on our part where none exists.
11.2.
We reserve the right to withdraw linking permission without notice and
without giving a reason.
12.
RESOLVING DISPUTES: FORUM, ARBITRATION, CLASS ACTION
WAIVER.
12.1.
PLEASE READ THIS SECTION CAREFULLY, AS IT INVOLVES A
WAIVER OF CERTAIN RIGHTS TO BRING LEGAL PROCEEDINGS, INCLUDING AS A CLASS
ACTION.
12.2.
Notice of Claim and Dispute Resolution Period. Users must contact SingularityNet first. SingularityNet
wants to address your concerns without resorting to formal legal proceedings,
if possible. If you have a dispute with SingularityNet,
then you should contact SingularityNet
and a ticket number will be assigned. SingularityNet
will attempt to resolve your dispute internally as soon as possible. The
parties agree to negotiate in good faith to resolve the dispute (which
discussions shall remain confidential and be subject to applicable rules
protecting settlement discussions from use as evidence in any legal proceeding).
In the event the dispute cannot be resolved satisfactorily, and you wish to
assert a legal claim against SingularityNet, then you
agree to set forth the basis of such claim in writing in a “Notice of Claim,”
as a form of prior notice to SingularityNet. The Notice
of Claim must (1) describe the nature and basis of the claim or dispute, (2)
set forth the specific relief sought, (3) provide the original ticket number,
and (4) include your SingularityNet account email.
The Notice of Claim should be submitted to an email address or hyperlink
provided in your correspondence with SingularityNet.
After you have provided the Notice of Claim to SingularityNet,
the dispute referenced in the Notice of Claim may be submitted by either SingularityNet or you to arbitration in accordance with
paragraph 2 of this Section, below. For the avoidance of doubt, the submission
of a dispute to SingularityNet for resolution
internally and the delivery of a Notice of Claim to SingularityNet
are prerequisites to commencement of an arbitration proceeding (or any other
legal proceeding). During the arbitration, the amount of any settlement offer
made by you or SingularityNet shall not be disclosed
to the arbitrator.
12.3.
Agreement to Arbitrate and Governing Law. You and SingularityNet Operators agree that, subject to Section
10.2 above, any dispute, claim, or controversy between you and SingularityNet (and/or SingularityNet
Operators) arising in connection with or relating in any way to these Terms or
to your relationship with SingularityNet (and/or SingularityNet Operators) as a user of SingularityNet
Offerings (whether based in contract, tort, statute, fraud, misrepresentation,
or any other legal theory, and whether the claims arise during or after the
termination of these Terms) will be determined by mandatory final and binding
individual (not class) arbitration, except as set forth below under Exceptions
to Agreement to Arbitrate. You and SingularityNet
Operators further agree that the arbitrator shall have the exclusive power to
rule on his or her own jurisdiction, including without limitation any
objections with respect to the existence, scope or
validity of the Agreement to Arbitrate, or to the arbitrability of any claim or
counterclaim. Arbitration is more informal than a lawsuit in court. THERE IS NO
JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS
LIMITED. There may be more limited discovery than in court. The arbitrator must
follow this agreement and can award the same damages and relief as a court
(including, if applicable, attorney fees), except that the arbitrator may not
award declaratory or injunctive relief in favour of
anyone but the parties to the arbitration. The arbitration provisions set forth
in this Section will survive termination of these Terms.
12.4.
Arbitration Rules. This Agreement shall be governed by the laws of the
State of the Netherlands. Any claim, dispute, or controversy (Claim) arising
out of or relating to this Agreement or the relationships among the parties
hereto shall be resolved by one arbitrator through binding arbitration
conducted in accordance with the expedited procedures set forth in the JAMS
Comprehensive Arbitration Rules and Procedures (the Rules) as those Rules exist
on the effective date of this Agreement, including Rules 16.1 and 16.2 of those
Rules. The arbitrator’s decision shall be final, binding, and non-appealable.
Judgment upon the award may be entered and enforced in any court having
jurisdiction. This clause is made pursuant to a transaction involving
interstate commerce and shall be governed by the Federal Arbitration Act.
Neither party shall sue the other party other than as provided herein or for
enforcement of this clause or of the arbitrator’s award; any such suit may be
brought only in state court located in The Netherlands. The arbitrator, and not
any federal, state, or local court, shall have exclusive authority to resolve
any dispute relating to the interpretation, applicability, unconscionability,
arbitrability, enforceability, or formation of this Agreement including any
claim that all or any part of the Agreement is void or voidable.
12.5.
Class Action Waiver. You and SingularityNet agree that any claims relating to these
Terms or to your relationship with SingularityNet as
a user of SingularityNet Offerings (whether based in
contract, tort, statute, fraud, misrepresentation, or any other legal theory,
and whether the claims arise during or after the termination of these Terms)
shall be brought against the other party in an arbitration on an individual
basis only and not as a plaintiff or class member in a purported class or
representative action. You and SingularityNet further
agree to waive any right for such claims to be brought, heard, or arbitrated as
a class, collective, representative, or private attorney general action, to the
extent permissible by applicable law. Combining or consolidating individual
arbitrations into a single arbitration is not permitted without the consent of
all parties, including SingularityNet.
13.
MISCELLANEOUS.
13.1.
Independent Parties. SingularityNet is an independent
contractor but not an agent of you in the performance of these Terms. These
Terms shall not be interpreted as facts or evidence of an association, joint
venture, partnership, or franchise between the parties.
13.2.
Entire Agreement. These Terms constitute
the entire agreement between the parties regarding use of SingularityNet
Offerings and will supersede all prior written or oral agreements between the
parties. No usage of trade or other regular practice or method of dealing
between the parties will be used to modify, interpret, supplement, or alter the
terms herein.
13.3.
Interpretation and Revision. SingularityNet reserves the right to
alter, revise, modify, and/or change these Terms at any time. All changes will
take effect immediately upon being published on SingularityNet
websites. It is your responsibility to regularly check relevant pages on our
websites/applications to confirm the latest version of these Terms. If you do
not agree to any such modifications, your only remedy is to terminate your
usage of SingularityNet Offerings and cancel your
account. You agree that, unless otherwise expressly provided in these Terms, SingularityNet will not be responsible for any modification
or termination of SingularityNet Offerings by you or
any third party, or suspension or termination of your access to SingularityNet Offerings.
13.4.
Force Majeure. SingularityNet will not be liable for
any delay or failure to perform as required by these Terms because of any cause
or condition beyond SingularityNet’s reasonable
control.
13.5.
Severability. If any portion of these Terms is
held invalid or unenforceable, such invalidity or enforceability will not
affect the other provisions of these Terms, which will remain in full force and
effect, and the invalid or unenforceable portion will be given effect to the
greatest extent possible.
13.6.
Assignment. You may not assign or transfer any right
to use SingularityNet Offerings or any of your rights
or obligations under these Terms without prior written consent from SingularityNet, including any right or obligation related
to the enforcement of laws or the change of control. SingularityNet
may assign or transfer any or all of its rights or
obligations under these Terms, in whole or in part, without notice or obtaining
your consent or approval.
13.7.
Waiver. The failure of one party to require
performance of any provision will not affect that party’s right to require
performance at any time thereafter. At the same time, the waiver of one party
to seek recovery for the other party’s violation of these Terms or any
provision of applicable terms shall not constitute a waiver by that party of
any subsequent breach or violation by the other party or of the provision
itself.
13.8.
Third-Party Website Disclaimer. Any links to
third-party websites from SingularityNet Offerings
does not imply endorsement by SingularityNet of any
product, service, information or disclaimer presented
therein, nor does SingularityNet guarantee the
accuracy of the information contained on them. If you suffer loss from using
such third-party product and service, SingularityNet
will not be liable for such loss. In addition, since SingularityNet
has no control over the terms of use or privacy policies of third-party
websites, you should read and understand those policies carefully.
13.9.
Contact Information. For more
information on SingularityNet, you may refer to the
company and license information found on SingularityNet
websites. If you have questions regarding these Terms, please feel free to
contact SingularityNet for clarification via our
Customer Support team at legal@singularitynet.io.