PERFORMANCE BOND DAPP
The following Terms & Conditions (these “Terms“) contain the terms and conditions that govern your use of this distributed application and the tokenchanger.io platform (the "Platform") and are an agreement between tokenchanger.io (or its affiliates) (“tokenchanger.io,” “we,” “us,” or “our”) and you or the entity you represent (“you“). These Terms take effect when you use the Platform or, if earlier, when you receive any Platform benefits (“Effective Date”). You represent to us that you are lawfully able to enter into contracts, and if you are entering into these Terms on behalf of an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
1.0 You will at all times conduct your activities on the Platform in a lawful manner by comply with all applicable laws, regulations and orders of any governmental authority in the jurisdiction from which you interact with the platform.
2.0 You will not engage in any illegal, harmful, false or deceptive acts or practices on the Platform.
3.0 You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third-party claim concerning: (a) your or any End Users’ use of the Platform; (b) breach of this Agreement or violation of applicable law by you. You will reimburse us for reasonable attorneys’ fees, as well as our employees’ and affiliates’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in (a) and (c) above at our then-current hourly rates.
4.0 THE USER EXPRESSLY KNOWS AND AGREES THAT THE USER IS USING THE PLATFORM AT THE USER’S SOLE RISK. THE USER REPRESENTS THAT THE USER HAS AN ADEQUATE UNDERSTANDING OF THE RISKS, USAGES AND INTRICACIES OF CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE, AND THE PLATFORM. THE USER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO RISKS OF, USE OF, OR INABILITY TO USE, THE PLATFORM UNDER ANY CAUSE OF ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT NEITHER US OR OUR AFFILLIATES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO A USER. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY USER OR EXCLUDE INJURY ARISING FROM ANY WILLFUL MISCONDUCT OR FRAUD BY US
5.0 We may modify this Agreement (including any Policies) at any time by posting a revised version on the Platform website.the modified terms will become effective upon posting or, if we notify you by any other means, as stated in the message. By continuing to use the Platform after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Platform website regularly for modifications to this Agreement.
6.0 All disputes or claims arising out of, relating to, or in connection with the Terms, the breach thereof, or use of the Platform shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. All claims between the parties relating to these Terms that are capable of being resolved by arbitration, whether sounding in contract, tort, or otherwise, shall be submitted to ICC arbitration. Prior to commencing arbitration, the parties have a duty to negotiate in good faith and attempt to resolve their dispute in a manner other than by submission to ICC arbitration. The arbitration panel shall consist of one arbitrator only, unless the ICC Court of Arbitration determines that the dispute is such as to warrant three arbitrators. If the Court determines that one arbitrator is sufficient, then such arbitrator shall be United Kingdom resident. If the Court determines that three arbitrators are necessary, then each party shall have 30 days to nominate an arbitrator of its choice -- in the case of the Claimant, measured from receipt of notification of the ICC Court’s decision to have three arbitrators; in the case of Respondent, measured from receipt of notification of Claimant’s nomination. All nominations must be Swiss resident. If a party fails to nominate an arbitrator, the Court will do so. The Court shall also appoint the chairman. All arbitrators shall be and remain “independent” of the parties involved in the arbitration. The place of arbitration shall be London, United Kingdom. The language of the arbitration shall be English. In deciding the merits of the dispute, the tribunal shall apply the laws of the United Kingdom and any discovery shall be limited and shall not involve any depositions or any other examinations outside of a formal hearing. The tribunal shall not assume the powers of amiable compositeur or decide the case ex aequo et bono. In the final award, the tribunal shall fix the costs of the arbitration and decide which of the parties shall bear such costs in what proportion. Every award shall be binding on the parties. The parties undertake to carry out the award without delay and waive their right to any form of recourse against the award in so far as such waiver can validly be made.
7.0 You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 7.0 will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
8.0 This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision (a) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document, (b) related to any online registration, response to any Request for Bid, Request for Proposal, Request for Information, or other questionnaire, or (c) related to any invoicing process that you submit or require us to complete. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control.
9.0 We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including 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.
10.0 The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
11.0 If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
12.0 "Website" means tokenchanger.io and all third party sites hosting our content.