1. Introduction#
(a) “Crossbell” is a decentralized platform for you to own your social activities and realize their values, which can be accessed via https://crossbell.io or https://faucet.crossbell.io/ (individually a “Site” and collectively “Sites”). Natural Selection Group Limited (“We”, “Our”, “Us” or “Company”) operates Crossbell and the Sites, including all information, tools, features and services available from time to time from the Sites (collectively “Services”) which you may access to and use subject to the terms and conditions herein (“Terms”).
(b) You should read these Terms carefully before accessing and using Crossbell or the Services on Crossbell. By accessing or using Crossbell, the Sites or the Services or otherwise indicating your consent, you agree to be bound by these Terms and the documents referred to in them. If you do not agree with or accept any of these Terms, you should cease using Crossbell, the Sites or the Services immediately.
(c) We reserve the right in our sole discretion to revise and update these Terms from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of Crossbell or the Sites. You agree to periodically review these Terms in order to be aware of any such modifications and your continued use shall be your acceptance of these Terms.
(d) By using the Sites, you represent and warrant that you are at least 13 years old and are not barred by the law of your jurisdiction from receiving the Services on Crossbell. If you are under the age of 13, you are prohibited from using the Sites, Crossbell or its Services.
(e) If you are acting on behalf of an entity, you represent and warrant that you have the authorization of the entity to use the Services on Crossbell and to bind such entity to these Terms, in which case the words “you” and “your” shall refer to such entity.
2. Services#
(a) In a nutshell, Crossbell offers you the services to sync your contents in Web2.0 social media, such as Twitter and Instagram, into Crossbell, a Web3.0 platform, so that any other user of Crossbell can view, comment, like, or otherwise interact with you on such contents going forward via Crossbell, and that you can, at your wish, transfer or sell any of your contents on Crossbell. In such way, you become the true owner of your contents and can control and enjoy the benefits derived therefrom.
(b) As an ownership platform, Crossbell also provides opportunities for other App developers to launch and operate their Apps on Crossbell in compatible with the Crossbell chain structures and values.
(c) As the first step to access and use the Services on Crossbell, you shall connect at least one blockchain wallet address with Crossbell. You confirm that you are using that wallet under the terms and conditions of the applicable provider of the wallet. We do not have any control of any wallet provider nor do we have any control, custody or regulation on any crypto assets they commit to keep and deal with for you. We are not responsible for, or accept liability to you in connection with your use of a wallet. It is at your sole responsibility and risk to safeguard your wallet credentials. If you discover any risk of compromising your wallet, please contact the wallet provider immediately. You shall immediately notify us if you discover or otherwise suspect any security issues related to Crossbell or the Service via our contact address below.
(d) Prior to you registering and connecting a blockchain wallet with Crossbell, we may provide you with a temporary account registrable via your email address, which will be replaced by your blockchain wallet, and your content and crypto asset on Crossbell linked to your email address account will be transferred to your blockchain wallet account, upon your blockchain wallet becoming available and you registering\ it with Crossbell. You acknowledge and agree that we may from time to time send notice to your registered email address of any update on Crossbell until your email address account is replaced by a blockchain wallet account.
(e) On Crossbell, all your activities are to be undertaken by characters (“Characters”) to be created by you upon connecting with Crossbell. A Character is similar to a “username” you set up on any traditional social media, but on Crossbell, the Character goes beyond that by bundling with the history of all contents originating from that Character, including all posts, comments and the like.
(f) You can create one or multiple Characters subject to these Terms. Your Character can sync your contents from Web2.0 social media into Crossbell, interact with other users or contents of other users on Crossbell, post or publish new contents on Crossbell, or transfer or sell any contents originating from such Character to other users via Crossbell. Further, you can even transfer or sell, at any time, any of your Characters, together with any contents originating from such Character, to any other user on Crossbell.
(g) We reserve the right to limit the provision of Characters or Services to any person, geographic region or jurisdiction in our sole discretion. We may impose restrictions on the type and quantities of Characters which can be created by you on Crossbell and reserve the right to discontinue the creation of Characters at any time to the extent we deem necessary in our sole discretion.
(h) You are responsible for safeguarding the credentials of your Character(s). Your Character is a non-fungible token (“NFT”) asset that should be stored in your wallet to which we have no possession, custody or control.
(i) If you mint any of your contents on Crossbell as NFT for purpose of transfer or sale, you are responsible for safeguarding such NFT asset as well. We cannot and will not be liable for the loss or damage arising from your failure to secure your Character or your wallet or any NFT asset or crypto asset in your wallet.
(j) If you enter into any transaction to purchase or sell any Character or other NFT asset through the trading function on Crossbell, you understand and agree that we just provide you with the “venue” for trading such asset, and as such we are not a party to any agreement or transaction between you and other users with respect to such transaction, nor can we verify the identity or authenticity of any user acting on Crossbell or any asset visible on Crossbell. You shall assume full responsibility to verify the identity, legitimacy and authenticity of users you trade with or any content you purchase.
(k) You should be aware that as a blockchain platform, all transactions and entries on such platform are transparent. Your public key and your wallet address, which you need to interact with other users on Crossbell, are visible to anyone. If your public key or wallet address can be linked back to you, it would be possible that your identity could be determined by someone else. If you are not comfortable with this, you should not engage in Crossbell or do transactions on Crossbell.
3. Assumption of Risks#
You accept and acknowledge that:
(a) You are solely responsible for any tax liability arising in any applicable jurisdiction in respect of your transactions on Crossbell. We are not a participant to your transactions and will not assist you in dealing with your tax issues in connection with your transactions on Crossbell.
(b) We reserve the right to hide or disable content and items and as such items you purchase may become in-accessible or non-tradable on Crossbell in the future. The decision to hide or disable any content or item is at our sole discretion and we do not make any representation or warranty to you as to the accessibility or tradability of such items on Crossbell.
(c) We reserve the right at any time to modify or discontinue the Services (or any part or content thereof) without notice at any time. We shall not be liable to you or any third-party for any modification, information change, suspension or discontinuance of the Services.
(d) You accept that Crossbell is being operated using blockchain and smart contract technologies which are experimental, inherently risky and constantly evolving, and are not within our control. Malfunctions, bugs, cyberattacks or changes to the technologies could disrupt Crossbell or the Services run on top of it and result in significant loss to you, including complete loss of your tokens, NFTs, crypto asset or any asset linked to Crossbell directly or indirectly. We assume no liability or responsibility for such risks.
(e) You acknowledge that transactions on blockchain are immutable, meaning that they cannot be deleted or modified or reversed. As such, we and other Crossbell party cannot effect or otherwise control the transaction on Crossbell, nor are we able to reverse any transaction or retrieve the content or any crypto asset after you have transferred to another user on blockchain.
If you are not comfortable with the foregoing risks, you should not engage in Crossbell or do transactions on Crossbell.
4. Your obligations to use the Services#
(a) Crossbell is for the use described above only. As a condition of your use of the Site or Crossbell, you agree:
(i) not to access content and data that is not intended for you;
(ii) not to use the Sites or Crossbell for any purpose that is unlawful under applicable law, or prohibited by these Terms;
(iii) attempt to breach the security and/or authentication measures which are not authorized;
(iv) not to access Crossbell from a different blockchain address if we have blocked any of your other blockchain addresses from accessing Crossbell due to your irregular acts;
(v) not to distribute spam, including sending unwanted contents to others;
(vi) not to engage in behaviors that have the effect of artificially changing or impacting the search results, or artificially increasing view counts, or improperly affecting the way that we sort or rank contents;
(vii) not to use any unauthorized means to access or interact with Crossbell, such as data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface;
(viii) not to defame or disparage anybody or make comments of an obscene, derogatory or offensive manner or otherwise use Crossbell or its Service in a way that brings us or any third party into disrepute or causes us to be liable to any third party;
(ix) not to reverse engineer, decompile, copy, modify, distribute, transmit, license, sublicense, display, revise, perform, transfer, sell or otherwise make available to any third party or otherwise publish, deep-link, create derivative works from or exploit in any way Crossbell or its Service except as permitted by us under these Terms or as expressly provided under applicable law;
(x) not to use Crossbell to distribute viruses or malware or other similar harmful software code;
(xi) not to use data collected from Crossbell for any advertising or direct marketing activity;
(xii) not use Crossbell to engage in any financial activities subject to oversight by financial regulatory authorities, such as creating, selling, or buying securities, commodities, options, or debt instruments;
(xiii) not to use Crossbell to create, sell or buy tokens for the purpose to undertake an ICO or any securities offering;
(xiv) not to use Crossbell to buy, sell, or transfer stolen items, fraudulently obtained items, or any other illegally obtained items; and
(xv) not to represent or hold out that we endorse or are affiliated with any of your business, product or service, unless we have agreed with you separately in writing to do so.
(b) We reserve the right to prevent or suspend your access to Crossbell or the Sites if you do not comply with any part of these Terms or any applicable law.
(c) We may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation requires, or to investigate a potential violation of these Terms. In such case, in our sole discretion, may disable your Character and block your ability to access Crossbell until such additional information or documents are processed by us. If you fail to provide complete and accurate information in response to such request, we may refuse to restore your access to Crossbell.
5. Who owns the Intellectual Property#
(a) Your Contents
You own all your contents (“Your Contents”) on Crossbell. All feeds, comments, posts, articles, text, photographs, video, audio, design, and other contents you sync, submit, post, display or publish on Crossbell, as well as all intellectual property rights in or to them, shall belong to you at all times provided that they comply with the content standards set forth in Section 6 herein.
By using Crossbell to create, submit, post, sync or display Your Contents, you hereby grant us a worldwide, non-exclusive, royalty-free license to display Your Contents on Crossbell and to hide or remove from Crossbell if we determine in our discretion that Your Contents violate these Terms.
To the extent permitted by law, we shall have the right, under our own control and at our own expense, to prosecute any third party infringement of the Intellectual Property in connection with Your Contents, including but not limited to any unauthorized copying, downloading, broadcasting, publishing, transmission or otherwise using Your Contents. If required by law, you shall permit any action under this paragraph to be brought in your name, including being joined as a party-plaintiff, provided that we shall hold you harmless from, and indemnify you against, any costs, expenses or liability that you incur in connection with such action.
(b) Our IP
You understand and agree that Crossbell and its features, functionality and any content we display or publish, including, but not limited to all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by us or our licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.
Our brand “Crossbell”, as well as all related names, logos, product and service names, designs, images and slogans are trademarks of us or our affiliates or licensors. You must not use such marks without the prior written permission of us.
All features, functions and programs deployed by us on Crossbell, such as the statistics or ranking, have been developed by us with huge effort and cost, which shall always be owned by us and/or our licensors. We and our licensors reserve all our intellectual property rights (which include without limitation all copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind) whether registered or unregistered anywhere in the world as to such features, functions or programs.
Nothing in these Terms grants you any rights in Crossbell other than as necessary to enable you to access Crossbell and undertake activities permitted by it, subject to your compliance with these Terms.
(c) Third-party IP
There may be other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on Crossbell which are owned by third parties. Use of any such third-party intellectual property, except as expressly authorized, shall constitute an infringement or violation of the rights of the third-party owner and may be a violation of the applicable laws and could subject the infringer to legal action. You are at your sole risk and responsibility in copying, downloading or otherwise using any of such third-party intellectual properties.
6. Content standard#
The following content standards apply to any and all Your Contents you post, publish, sync, list or display on Crossbell. Any and all Your Content must comply with all applicable laws, regulations, and terms of service.
Without limiting the foregoing, you warrant and agree that any of Your Content you submit, post, publish, sync, list or display on Crossbell shall not:
(a) In any manner violate any applicable law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy found at https://legal.xlog.app/Privacy-Policy.
(b) In any manner violate the terms of use of any third-party website, app or platform that is linked to the Site or from which Your Contents are synced, transmitted or moved, including but not limited to, any third-party social media website, app or platform.
(c) Include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in our sole discretion.
(d) Involve stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws, regulations, or code.
(e) Involve, provide, or contribute any false, inaccurate, or misleading information.
(f) Impersonate or attempt to impersonate us, our employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing).
(g) Encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of Crossbell, or which, as determined by us, may harm us or users of Crossbell or expose them to liability.
(h) Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or harm any other person.
(i) Give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.
You represent and warrant that Your Contents are and shall be your own original work and have been lawfully provided on Crossbell and that you have all necessary consents to provide them on Crossbell.
We reserve the right to disable or hide any of Your Contents which we, in our sole, arbitrary and unfettered discretion, deem inappropriate or that may cause disrepute to us.
7. Copyright Infringement#
(a) We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement. If you believe any materials accessible on or from this Crossbell infringe your copyright, you may request that we send a notice to the alleged infringer by submitting written notification to our contact email designated below.
(i) Your name and address.
(ii) Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on Crossbell, a representative list of such works.
(iii) A statement describing your interest or right with respect to the copyright in the work or other subject matter.
(iv) Identification of the location of material you believe to be infringing in a sufficiently precise manner to allow us to locate that material (e.g., a link to the infringing material).
(v) Description of the infringement that is claimed.
(vi) A statement specifying the date and time of the alleged infringement.
(vii) Any other information that may be prescribed by regulation that we may advise you of from time-to-time.
(b) The Notice may not contain any of the following:
(i) An offer to settle the claimed infringement.
(ii) A request or demand relating to the claimed infringement for payment or for personal information.
(iii) A reference, including by way of hyperlink, to such an offer, request, or demand.
(iv) Any other information that may be prescribed by regulation that we may advise you of from time-to-time.
(v) (the “Prohibited Content”)
(c) A Notice containing Prohibited Content will not be considered a valid Notice under these Terms.
(d) Copyright Infringement Contact Information
Our designated person responsible for copyright infringement matters is: Jazzy, [email protected].
(e) Please be aware that if you knowingly materially misrepresent that material or activity on Crossbell is infringing your copyright, you may be held liable for damages (including costs and legal fees, disbursements, and charges).
(f) Forwarding Notice to Alleged Infringer
If we receive a Notice in the prescribed form, we will, as soon as feasible, forward the Notice electronically to the person to whom the electronic location identified by the location data in the Notice belongs and inform you of our doing so. If, for some reason, it is not possible for us to forward the Notice to such person, we will confirm with you the reasons therefor.
(g) Record Retention
We will retain records of Notices in compliance with our obligations under applicable laws and regulations.
(h) Removal of Materials or Disabling of Accounts
Without limiting any other rights or remedies we may be entitled to under these Terms or otherwise at law, we reserve the right to remove any material or disable or terminate our users’ accounts or Characters or take such other actions deemed necessary or appropriate in the circumstances in our sole discretion.
(i) Cooperation with Law Enforcement
We have the right, without provision of notice to take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority of any illegal or unauthorized use of Crossbell. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through Crossbell.
(j) YOU WAIVE AND HOLD HARMLESS US, OUR AFFILIATES, AND THE RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY US AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER US OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
(k) We have no obligation, nor any responsibility to any party to monitor Crossbell or its use, and do not and cannot undertake to review material that you or other users submit to Crossbell. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.
8. CSBs#
(a) Blockchains come with gas fees. On Crossbell, gas fee is represented and payable by $CSB (“CSB”) which is a utility token launched by us on Crossbell. The CSB is only for circulation in Crossbell ecosystem and does not grant access rights and/or connection with capital markets, nor represents any financial interest in any company or partnership and cannot be exchangeable to fiat currency.
(b) Notwithstanding that you remain responsible for the payment of gas fees for your transactions on Crossbell, we may, however, provide you with CSBs free of charge for the purpose to satisfy your obligations to pay the gas fees, subject to the limits, terms and conditions we may impose on the claim and use of such free CSBs from time to time on Crossbell.
(c) The rules for claim and use of the CSBs are published on Crossbell and we reserve the right to amend those rules from time to time in our discretion. You acknowledge and agree that you are bound by such rules and that you are liable to pay by CSBs in such amount and at such time as required on Crossbell for your use of the Services or undertaking of activities on Crossbell, including but without limitation, to mint any of Your Content as NFT and to transfer any of your NFT assets to other users.
(d) We may, at our sole and arbitrary discretion, stop (permanently or temporarily) giving CSBs free of charge at any time, in which case, you may be required to purchase CSBs from Crossbell at a price to be determined by us in our sole discretion which may be adjusted from time to time at our discretion.
9. 3rd Party Sites and Apps#
(a) Crossbell may contain hyperlinks or references to third-party websites other than the Sites. Any such hyperlinks or references are provided for your convenience only. We have no control over third-party websites and accept no responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third-party website does not constitute an endorsement of such third party's website, products or services. Your use of a third-party site may be governed by the terms and conditions of that third-party site.
(b) Similarly, there may be third-party Apps launched on Crossbell which are operated by third-parties based on Crossbell’s underlying chain structure. We have no or limited control over such third-party Apps and accept no responsibility for any content, material or information contained in them. The display of such third-party Apps and reference to them on Crossbell do not constitute an endorsement of such third party's Apps, or their products or services. Your use of a third-party App may be governed by the terms and conditions of that third-party App.
10. Accuracy of Information and Availability of the Services#
(a) While we use reasonable efforts to include accurate and up-to-date information on Crossbell, we do not represent, warrant or promise (whether expressly or by implication) that any information we publish on Crossbell is or remains available, accurate, complete and up to date, free from bugs, errors or omissions or fit or suitable for any purpose. Any reliance you may place on the information on Crossbell is at your own risk and we may suspend or terminate operation of the Site at any time at our sole discretion. Nothing in these Terms shall operate to prejudice any mandatory statutory requirement or your statutory rights. Any information published by us on Crossbell is provided for your general information purposes and does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purpose.
(b) While we make commercially reasonable efforts to ensure that Crossbell is available, we do not represent, warrant or guarantee in any way Crossbell’s continued availability at all times or uninterrupted use by you of Crossbell.
11. Privacy#
(a) By submitting your personal information and using our Sites, you consent to the collection, use, reproduction, hosting, transmission, and disclosure of any such user content submissions in compliance with our Privacy Policy, found at https://legal.xlog.app/Privacy-Policy, as we deem necessary for use of Crossbell and provision of Service.
(b) By using the Sites you are consenting to the use of cookies which allow a server to recall previous requests or registration and/or IP addresses to analyze website use patterns. You can set your browser to notify you before you receive a cookie, giving you the chance to decide whether to accept it. You can also set your browser to turn off cookies. If you do, however, some areas of the Site may not function adequately. For more information on this automated information gathering practices, see https://legal.xlog.app/Privacy-Policy.
12. Disclaimer of Warranties#
(a) YOU UNDERSTAND AND AGREE THAT YOUR USE OF CROSSBELL, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH CROSSBELL IS AT YOUR OWN RISK. CROSSBELL, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH CROSSBELL ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
(b) NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF CROSSBELL OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS REPRESENT OR WARRANT THAT CROSSBELL, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH CROSSBELL WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
(c) WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR CROSSBELL WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF CROSSBELL AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF CROSSBELL OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH CROSSBELL OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
(d) WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS, DAMAGE AND CLAIM RESULTING FROM OR IN CONNECTION WITH, IN ANY WAY, YOUR USE OF CONTENT, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH ANY CHARACTERS YOU CREATED, INCLUDING BUT NOT LIMITED TO THE FOLLOWING EVENTS OR CIRCUMSTANCES : (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST CROSSBELL.
13. Limitation of Liability#
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXCLUDE ALL LIABILITY (WHETHER ARISING IN CONTRACT, TORT, BREACH OF STATUTORY DUTY OR OTHERWISE) WHICH WE MAY OTHERWISE HAVE TO YOU AS A RESULT OF ANY ERROR OR INACCURACIES IN ANY CONTENT, THE UNAVAILABILITY OF CROSSBELL OR THE SITE FOR ANY REASON, AND ANY REPRESENTATION OR STATEMENT MADE ON CROSSBELL OR THE SITE.
(b) WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE WE CAUSE WHICH WE COULD NOT REASONABLY ANTICIPATE WHEN YOU STARTED USING CROSSBELL OR THE SITE, FOR EXAMPLE IF YOU LOSE REVENUE, SALARY, PROFITS OR REPUTATION AS A RESULT OF YOUR USE OF THE SITE AND/OR THE ACTS OR OMISSIONS OF ANY THIRD PARTY SUCH AS OTHER USERS OF CROSSBELL OR THE SITES OR ANY OTHER INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE YOU MAY INCUR IN RELATION TO CROSSBELL OR THE SITE AND ITS CONTENT.
(c) UNDER NO CIRCUMSTANCES SHALL OUR AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM YOUR USE OF CROSSBELL OR THE SITES (INCLUDING THE DOWNLOADING OR USE OF ANY CONTENT) EXCEED, TO THE EXTENT PERMITTED BY LAW THE AMOUNTS PAID BY YOU TO US IN RELATION TO YOUR USE OF CROSSBELL OR THE SITES OR THEIR CONTENT BASED ON WHICH YOU CLAIM IS MADE.
14. Indemnification#
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your breach of these Terms or your use of Crossbell, including, but not limited to, Your Content, third-party sites, any use of Crossbell’s content, services, and products other than as expressly authorized in these Terms.
15. General#
(a) These Terms are dated on the date on which terms were last updated. No changes to these Terms are valid or have any effect unless agreed by us in writing.
(b) Unless otherwise expressly stated in these Terms, all notices from you to us must be in writing and sent to our contact address at Section 17 below and all notices from us to you will be displayed on our Site from to time.
(c) We shall have no liability to you for any breach of these Terms caused by any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.
(d) If any part of these Terms is unenforceable (including any provision in which we exclude or limit our liability to you) the enforceability of any other part of these Terms will not be affected. If we choose not to enforce any right that we have against you at any time, then this does not prevent us from later deciding to exercise or enforce that right.
(e) These Terms (together with the Privacy Policy) contain the entire understanding and agreement between us and you in relation to your use of the Site, Crossbell and supersede and replace any representation, statement or other communication (whether written or otherwise) made by you or us which is not contained herein. Save for fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading.
(f) You may not assign, sublicense or otherwise transfer any of your rights and obligations in these Terms to any other person.
(g) These Terms shall be construed in accordance with and governed by the laws of the Cayman Islands.
(h) All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by us or you. Termination will not limit any of our other rights or remedies at law or in equity.
16. Arbitration Agreement and Waiver of Rights#
PLEASE READ THIS SECTION CAREFULLY: IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(a) Agreement to Attempt to Resolve Disputes Through Good Faith Negotiations
Prior to commencing any legal proceeding against us of any kind, including an arbitration as set forth below, you and we agree that we will attempt to resolve any dispute, claim, or controversy between us arising out of or relating to the agreement or the Services (each, a “Dispute” and, collectively, “Disputes”) by engaging in good faith negotiations. Such good faith negotiations require, at a minimum, that the aggrieved party provide a written notice to the other party specifying the nature and details of the Dispute. The party receiving such notice shall have thirty (30) days to respond to the notice. Within sixty (60) days after the aggrieved party sent the initial notice, the parties shall meet and confer in good faith by videoconference, or by telephone, to try to resolve the Dispute. If the parties are unable to resolve the Dispute within ninety (90) days after the aggrieved party sent the initial notice, the parties may agree to mediate their Dispute, or either party may submit the Dispute to arbitration as set forth below.
(b) Agreement to Arbitrate
You and we agree that any Dispute that cannot be resolved through the procedures set forth above will be resolved through binding arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution. The place of arbitration shall be the Cayman Islands. The language of the arbitration shall be English. The arbitrator(s) shall have experience adjudicating matters involving Internet technology, software applications, financial transactions and, ideally, blockchain technology. The prevailing party will be entitled to an award of their reasonable attorney’s fees and costs. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of (all/both) parties.
UNLESS YOU TIMELY PROVIDE US WITH AN ARBITRATION OPT-OUT NOTICE (TO OUR EMAIL AS DEFINED IN SECTION 17 BELOW), YOU ACKNOWLEDGE AND AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND WE OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.
17. Contact Information#
Questions about the Terms should be sent to us at [email protected].