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Software Service Agreement

This Software as a Service Agreement (this "Agreement"), effective as of May 19, 2019 (the "Effective Date"), is by and between COINLOCK LLC, a Cayman Islands Limited Liability Company, with offices located at 5th Floor, Genesis Building, George Town, PO 446 GT, KY1-1106, Cayman Islands ("Provider") and You ("Customer"). Provider and Customer may be referred to herein collectively as the "Parties" or individually as a "Party."

WHEREAS, Provider provides access to certain Services to its customers; and

WHEREAS, Customer desires to access the Services, and Provider desires to provide Customer access to the Services, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

  1. Definitions.
    • "Authorized User" means the Customer (i) who is authorized by Provider to access and use the Services under the rights granted pursuant to this Agreement and after undergoing know-your-customer vetting by Provider, and (ii) for whom access to the Services has been purchased hereunder.
    • "Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
    • "Documentation" means Provider's user manuals, handbooks, and/or guides relating to the Services provided by Provider to Customer electronically or in the end user documentation relating to the Services available at https://coinlock.com and/or https://matchengine.io.
    • "Provider IP" means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Services, but does not include Customer Data.
    • "Services" means the software-as-a-service offering described in Exhibit A.
  2. Access and Use.
    • Provision of Access. Before you can register an account and gain access to Services, you must accept this Agreement, our Terms of Use, Promotion and Marketing Agreement, and Privacy Policy (collectively, “Mandatory Agreements”). By accepting this Agreement or by using the Service, you expressly acknowledge and agree you are entering into these Mandatory Agreements with Provider, and you understand and agree to comply with and be legally bound by these Mandatory Agreements. Subject to and conditioned on Customer's compliance with all other terms and conditions of this Agreement, including passing know-your-customer checks, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 12 (g) ) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's own internal use. Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services.  
    • Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 12 (g) ) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.
    • Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any person or entity to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
    • Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.
    • Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer's and any Authorized End User's access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer's or any Authorized End User's use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer, or any Authorized End User, is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider's provision of the Services to Customer or any Authorized End User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5(a) (iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
    • Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer's use of the Services and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.
    • Access to Coinlock Web Wallet. In certain situations your ability to access, conduct cryptocurrency transactions, or start trades using cryptocurrency held in your Coinlock web wallet may be limited. This limitation may be applied specifically to your account in order to safeguard cryptocurrency stored in your wallet when we: suspect a third party has gained unauthorized access to your account; if we suspect you of engaging in or being involved in fraudulent or illegal activity; or if we are provided with valid legal request from an authority. This limitation may be applied generally to all users or a subset of our users during service outages or maintenance outages of the website; during cryptocurrency hardforks or other situations where we believe there is a high risk to your cryptocurrency balance. In the event that we limit access to your wallet we aim to remove the limitation as soon as possible once the reasons for the suspension or termination no longer exist. We will normally give you a notice of any limitation of access to your wallet but we may, if it is reasonable to do so (for example we consider it advisable for security reasons), limit access to your wallet without prior notice. You acknowledge that our decision to limit access to your wallet may be based on confidential criteria that are essential to our risk management and security protocols and that we are under no obligation to disclose the details of our risk management and security procedures to you.
    • Allowed Jurisdictions. To use services provided by Coinlock you may need to fulfil certain legal obligations in your country and/or state of residence. By accepting these terms and service you confirm that you have reviewed your local laws and regulations and that you are aware of, and fulfill, any and all such obligations. The Services are controlled and offered by Provider from the Cayman Islands.  Provider makes no representations that the Services are appropriate or available for use in other countries.  Coinlock does not offer the use of its Services in certain jurisdictions, and in other jurisdictions only offers limited use of its Services.  By accepting this Agreement you confirm that you are not a resident or governed by the laws and regulations of the Federal Republic of Germany, the Balkans, Belarus, Burma, Cote D’Ivoire, Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, North Korea, Sudan, Syria, Zimbabwe, China, Bolivia, Columbia, or Ecuador.
  3. Customer Responsibilities.
    • General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of unauthorized users, and any act or omission by an unauthorized user that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all unauthorized users aware of this Agreement's provisions as applicable to such unauthorized user's use of the Services, and shall cause unauthorized users to comply with such provisions and cease using the Services.
    • Third-Party Products. Provider may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.
  4. Service Levels and Support.
    • Service Levels. Subject to the terms and conditions of this Agreement, Provider shall use commercially reasonable efforts to make the Services available to Customer.
    • Support. This Agreement does not entitle Customer to any support for the Services.
  5. Fees and Payment.
    • Fees. Customer shall pay Provider the fees ("Fees") without offset or deduction. Customer shall make all payments hereunder in Lock Coins immediately at the time they are incurred. Customer grants Provider the right to deduct fees from any balances Customer has stored with Provider in their accounts, whether in Lock Coin or Bitcoin. If Customer fails to make any payment when due, without limiting Provider's other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Provider for all costs incurred by Provider in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for fifteen (15) days or more, Provider may suspend Customer's access to any portion or all of the Services until such amounts are paid in full.
    • Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income.
    • Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two (2) years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Provider may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer's records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid Provider with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5 (a). Customer shall pay for the costs of the audit if the audit determines that Customer's underpayment equals or exceeds ten percent (10%) for any quarter. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two (2) years after the termination or expiration of this Agreement.
    • Specific Fees. Customer agrees to pay a set fee of five percent (5%) on gains attained from leverage positions. Customers who swap their positions with other customers agree to pay a set fee of .1 percent (.1%) the value of their position.  Customers who utilize the automatic financial trading and portfolio and asset management services of Provider agree to pay a standard two percent (2%) management fee and twenty percent (20%) of profits.  All such fees must be paid to Provider in Lock Coins.  If a purchase order of Lock Coins is obtained from Provider utilizing marketers and/or influencers on behalf of Customer which require a fee for their services, Customer agrees to pay its share of the marketing fee applicable to their sale of Lock Coins, payable in Bitcoin.
  6. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
  7. Intellectual Property Ownership; Feedback.
    • Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
    • Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
    • Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.
  8. Warranty Disclaimer.
    • THE PROVIDER IP IS PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
  9. Indemnification.
    • Provider Indemnification.
      • Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights, patents, copyrights, or trade secrets, provided that Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim.
      • If such a claim is made or appears possible, Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
      • This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; or (C) Customer Data ; or (D) Third-Party Products.
    • Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider against all claims, liability, damages, losses, costs and expenses, including legal fees, suffered by us and arising out of or related to any breach of this Agreement by you or any other liabilities incurred by us arising out of your use of the services, or use by any other person accessing the services using your user account, device or internet access account; or your violation of any law or rights of any third party.
    • Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
  10. Limitations of Liability IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED TWO (2) TIMES THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
  11. Term and Termination.
    • Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect. This Agreement will automatically renew Unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term").
    • Termination. In addition to any other express termination right set forth in this Agreement:
      • Provider may terminate this Agreement, effective on written notice to Customer, at any time;
      • either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
      • either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
      • Customer may terminate this Agreement, effective on written notice to Provider, at any time by concluding any outstanding trades and other obligations, and withdrawing any remaining balances from your web wallet and deleting your account.
    • Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Provider IP and, without limiting Customer's obligations under Section 6<, Customer shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
    • Survival. This Section 11(d) and Sections 1, 5, 6, 7, 8(b), 9, 10, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
  12. Miscellaneous.
    • Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
    • Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or email, (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
    • Force Majeure. In no event shall Provider be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Provider's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    • Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    • Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    • Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the Cayman Islands without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the Cayman Islands. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the courts of the Cayman Islands, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
    • Assignment. Provider may transfer or assign its rights and duties under this Agreement to any party at any time without notice to Customer. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
    • Export Regulation. The Services utilize software and technology that may be subject to international export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available.
    • Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2 (c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
    • Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

 

 

Exhibit a

Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Agreement.

 

  1. GENERAL DESCRIPTION OF SERVICES: ACCESS TO THE WEBSITE HTTPS://WWW.COINLOCK.COM AND ALL OF ITS PLATFORM OPTIONS AS THEY MAY BE ADDED OR AMENDED FROM TIME TO TIME, INCLUDING HTTPS://MATCHENGINE.IO.
  2. SPECIFIC DESCRIPTION OF SERVICES: Coinlock is a peer-to-peer platform service that enables Customers to transfer cryptocurrencies to other Customers. Customers can use the platform to create orders where they offer to buy or sell cryptocurrencies. Other Customers can agree to complete the trade online and Coinlock algorithmically matches users together to simplify this process. In order for Customers to buy or sell cryptocurrency they must store the required cryptocurrency in their MatchEngine web wallet belonging to their account from where the cryptocurrency is transferred to the Customer buying the cryptocurrency and the funds from the buyer for said purchase are transferred to the Customer selling the cryptocurrency.  All trades on the site are conducted between Customers of the Service.  Provider may help to resolve disputes between Customers, but is not itself a party of any trades or transactions conducted by its Customers.

 

 

Website Terms of Use

Last Modified: May 19, 2019

Acceptance of the Terms of Use

These terms of use are entered into by and between You and COINLOCK LLC, a Cayman Islands Limited Liability Company ("Company", "we" or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these "Terms of Use"), govern your access to and use of https://matchengine.io/ and/or https://coinlock.com, including any content, functionality and services offered on or through these websites (the "Websites"), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Websites. By using the Websites, you accept and agree to be bound and abide by these Terms of Use, our Privacy Policy, our Software Service Agreement, and Promotion and Marketing Agreement, incorporated herein by reference (collectively, “Mandatory Agreements”). If you do not want to agree to any of these Mandatory Agreements, you must not access or use the Websites.

The Websites are offered and available to users who are eighteen (18) years of age or older. By using the Websites, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. You also represent you are not a resident or governed by the laws and regulations of the Federal Republic of Germany, the Balkans, Belarus, Burma, Cote D’Ivoire, Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, North Korea, Sudan, Syria, Zimbabwe, China, Bolivia, Columbia, or Ecuador. If you do not meet all of these requirements, you must not access or use the Websites.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them on any of our Websites, and apply to all access to and use of the Websites thereafter.

Your continued use of the Websites following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access the Websites so you are aware of any changes, as they are binding on you.

Accessing the Websites and Account Security

We reserve the right to withdraw or amend the Websites, and any service or material we provide on the Websites, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Websites are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Websites, or the entire Websites, to users, including registered users.

You are responsible for:

  • Making all arrangements necessary for you to have access to the Websites.
  • Ensuring that all persons who access the Websites through your internet connection are aware of these Terms of Use and comply with them.

To access the Websites or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Websites that all the information you provide on the Websites are correct, current and complete. You agree that all information you provide to register with the Websites or otherwise, including but not limited to through the use of any interactive features on the Websites, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Websites or portions of them using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Websites and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Websites for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Websites, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • You may print one copy of a reasonable number of pages of the Websites for your own personal, non-commercial use and not for further reproduction, publication or distribution.
  • If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
  • If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

  • Modify copies of any materials from the sites.
  • Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
  • Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the sites.

You must not access or use for any commercial purposes any part of the Websites or any services or materials available through the Websites.

If you wish to make any use of material on the Websites other than that set out in this section, please address your request to: [email protected]

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Websites in breach of the Terms of Use, your right to use the Websites will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Websites or any content on the Websites is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Websites not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks

The Company name, the terms LOCKCOIN and COINLOCK, the Company logo, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the Websites are the trademarks of their respective owners.

Prohibited Uses

You may use the Websites only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Websites:

  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from other countries).
  • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use.
  • To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
  • To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Websites, or which, as determined by us, may harm the Company or users of the Websites or expose them to liability.

Additionally, you agree not to:

  • Use the Websites in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Websites, including their ability to engage in real time activities through the Websites.
  • Use any robot, spider or other automatic device, process or means to access the Websites for any purpose, including monitoring or copying any of the material on the Websites.
  • Use any manual process to monitor or copy any of the material on the Websites or for any other unauthorized purpose without our prior written consent.
  • Use any device, software or routine that interferes with the proper working of the Websites.
  • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Websites, the server(s) on which the Websites are stored, or any server, computer or database connected to the Websites.
  • Attack the Websites via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Websites.

User Contributions

The Websites may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Websites.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the sites will be considered non-confidential and non-proprietary. By providing any User Contribution on the Websites, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

  • You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
  • All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

 We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Websites.

Monitoring and Enforcement; Termination

We have the right to:

  • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
  • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Websites or the public or could create liability for the Company.
  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Websites.
  • Terminate or suspend your access to all or part of the Websites for any or no reason, including without limitation, any violation of these Terms of Use.

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 the Websites. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the Websites, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

  • Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
  • Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
  • Violate the 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 of Use and our Privacy Policy.
  • Be likely to deceive any person.
  • Promote any illegal activity, or advocate, promote or assist any unlawful act.
  • Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
  • Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
  • Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
  • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement

If you believe that any User Contributions violate your copyright, please contact us at [email protected] for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.

Reliance on Information Posted

The information presented on or through the Websites is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Websites, or by anyone who may be informed of any of its contents.

The Websites may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Websites

We may update the content on these Websites from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Websites may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Websites

All information we collect on the Websites is subject to our Privacy Policy. By using the Websites, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Online Purchases and Other Terms and Conditions

All purchases and sales through our sites or other transactions for the sale of goods or services formed through the Websites or as a result of visits made by you are governed by our Software Service Agreement, which is hereby incorporated into these Terms of Use.

Additional terms and conditions may also apply to specific portions, services or features of the Websites. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

Linking to the Websites and Social Media Features

You may link to our homepages, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.

The Websites may provide certain social media features that enable you to:

  • Link from your own or certain third-party websites to certain content on the Websites.
  • Send e-mails or other communications with certain content, or links to certain content, on the Websites.
  • Cause limited portions of content on the Websites to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

  • Establish a link from any website that is not owned by you.
  • Cause the Websites or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
  • Link to any part of the Websites other than the homepage.
  • Otherwise take any action with respect to the materials on the Websites that is inconsistent with any other provision of these Terms of Use.

The websites from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Websites

If the Websites contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Websites, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Websites is based in the Cayman Islands. We provide the Websites for use by persons located abroad. However, we make no claims that the Websites or any of its content is accessible or appropriate outside of the Cayman Islands. Access to the Websites may not be legal by certain persons or in certain countries. If you access the Websites from outside the Cayman Islands, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Websites will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITES, THEIR CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES IS AT YOUR OWN RISK. THE WEBSITES, THEIR CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITES, THEIR CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITES OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITES OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, 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 violation of these Terms of Use or your use of the Websites, including, but not limited to, your User Contributions, any use of the Websites’ content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Websites.

Governing Law and Jurisdiction

All matters relating to the Websites and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Cayman Islands without giving effect to any choice or conflict of law provision or rule (whether of the Cayman Islands or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Websites shall be instituted exclusively in the courts of the Cayman Islands, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

At COINLOCK LLC’s sole discretion, it may require You to submit any disputes arising from the use of these Terms of Use or the Websites, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration applying Cayman Islands law.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and COINLOCK LLC with respect to the Websites and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Websites.

Your Comments and Concerns

This website is operated by COINLOCK LLC, 5th Floor, Genesis Building, George Town, PO 446 GT, KY1-1106, Cayman Islands.

All notices of copyright infringement claims should be sent to [email protected] in the manner and by the means set forth therein.

All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: [email protected]

Privacy Policy

Last modified: May 19, 2019

Introduction

COINLOCK LLC ("Company" or "We") respects your privacy and are committed to protecting it through our compliance with this policy.

This policy describes the types of information we may collect from you or that you may provide when you visit the website https://matchengine.io/ and/or https://coinlock.com (our "Websites") and our practices for collecting, using, maintaining, protecting, and disclosing that information.

This policy applies to information we collect:

  • On our Websites.
  • In email, text, and other electronic messages between you and our Websites.
  • Through mobile and desktop applications you download from our Websites, which provide dedicated non-browser-based interaction between you and our Websites.
  • When you interact with our advertising and applications on third-party websites and services, if those applications or advertising include links to this policy.

It does not apply to information collected by:

  • us offline or through any other means, including on any other websites operated by Company or any third party (including our affiliates and subsidiaries); or
  • any third party (including our affiliates and subsidiaries), including through any application or content (including advertising) that may link to or be accessible from or on the Websites.

Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Websites. By accessing or using our Websites, you agree to this privacy policy. This policy may change from time to time (see Changes to Our Privacy Policy). Your continued use of our Websites after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates.  

Children Under the Age of 13

Our Websites are not intended for children under 13 years of age. No one under age 13 may provide any personal information to or on our Websites. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information on our Websites or on or through any of their features or register on our Websites, make any purchases through our Websites, use any of the interactive or public comment features of our Websites or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at 5th Floor, Genesis Building, George Town, PO 446 GT, KY1-1106, Cayman Islands, or [email protected]

Information We Collect About You and How We Collect It

We collect several types of information from and about users of our Websites, including information:

  • by which you may be personally identified, such as name, postal address, passport information, utility bills, banking statements, letters of reference, e-mail address, telephone number, or any other identifier by which your identity may be verified and you may be contacted online or offline ("personal information");
  • that is about you but individually does not identify you; and/or
  • about your internet connection, the equipment you use to access our Websites and usage details.

We collect this information:

  • Directly from you when you provide it to us.
  • Automatically as you navigate through the site. Information collected automatically may include usage details, IP addresses, and information collected through cookies, web beacons, and other tracking technologies.
  • From third parties, for example, our business partners.

Information You Provide to Us.  The information we collect on or through our Websites may include:

  • Information that you provide by filling in forms on our Websites. This includes information provided at the time of registering to use our Websites, subscribing to our service, posting material, or requesting further services. We may also ask you for information when you enter a contest or promotion sponsored by us, and when you report a problem with our Websites.
  • Information relating to your account registration. Registration data is required for you to use our Websites’ services, and may include personal information, know-your-customer documentation, and any anti-money laundering queries (including enhanced due diligence on certain accounts and transactions).
  • Records and copies of your correspondence (including email addresses), if you contact us.
  • Your responses to surveys that we might ask you to complete for research purposes.
  • Details of transactions you carry out through our Websites and of the fulfillment of your orders. You may be required to provide financial information before placing an order through our Websites.
  • Your search queries on our Websites.

You also may provide information to be published or displayed (hereinafter, "posted") on public areas of our Websites, or transmitted to other users of our Websites or third parties (collectively, "User Contributions"). Your User Contributions are posted on and transmitted to others at your own risk. Although we limit access to certain pages, please be aware that no security measures are perfect or impenetrable. Additionally, we cannot control the actions of other users of our Websites with whom you may choose to share your User Contributions. Therefore, we cannot and do not guarantee that your User Contributions will not be viewed by unauthorized persons.

Information We Collect Through Automatic Data Collection Technologies.  As you navigate through and interact with our Websites, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:

  • Details of your visits to our Websites, including traffic data, location data, logs, and other communication data and the resources that you access and use on our Websites.
  • Information about your computer and internet connection, including your IP address, operating system, and browser type.
  • Analytics data related to behavior statistics, business intelligence, and email campaigns.
  • Technical data collected for technical, security, and/or fraud prevention reasons or for tracking errors.
  • Trade data related to your trades conducted through our Websites, including trade ID, initiated trades, payment method, buyer and seller usernames, trade values in fiat or cryptocurrencies, cryptocurrency pricing, timestamps of trades, cryptocurrency transactions through online web wallets, and deposit and receipt wallet addresses.

The information we collect automatically is statistical data and does not include personal information, but we may maintain it or associate it with personal information we collect in other ways or receive from third parties. It helps us to improve our Websites and to deliver a better and more personalized service, including by enabling us to:

  • Estimate our audience size and usage patterns.
  • Prevent, detect, and investigate fraud, criminal activity or other misuse of the services and to prevent security issues.
  • Effect performance of contracts between you and other customers.
  • Resolve disputes among customers and improve our customer service, including dealing with issues and claims relating to accounts being hacked or compromised.
  • Enhance the administration and processes of our Websites and business.
  • Store information about your preferences, allowing us to customize our Websites according to your individual interests.
  • Speed up your searches.
  • Recognize you when you return to our Websites.

The technologies we use for this automatic data collection may include:

  • Cookies (or browser cookies). A cookie is a small file placed on the hard drive of your computer. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Websites. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Websites.
  • Flash Cookies. Certain features of our Websites may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Websites. Flash cookies are not managed by the same browser settings as are used for browser cookies. For information about managing your privacy and security settings for Flash cookies, see Choices About How We Use and Disclose Your Information.
  • Web Beacons. Pages of our Websites and our e-mails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).

Third-Party Use of Cookies and Other Tracking Technologies.

Some content or applications, including advertisements, on our Websites are served by third-parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our website. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.

We do not control these third parties' tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly. For information about how you can opt out of receiving targeted advertising from many providers, see Choices About How We Use and Disclose Your Information.

How We Use Your Information

We use information that we collect about you or that you provide to us, including any personal information:

  • To present our Websites and its contents to you.
  • To provide you with information, products, or services that you request from us.
  • To fulfill any other purpose for which you provide it.
  • To provide you with notices about your account, including expiration and renewal notices.
  • To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection.
  • To notify you about changes to our Websites or any products or services we offer or provide though it.
  • To allow you to participate in interactive features on our Websites.
  • In any other way we may describe when you provide the information.
  • In any other way as described earlier in this Privacy Policy.
  • For any other purpose with your consent.

We may also use your information to contact you about our own and third-parties' goods and services that may be of interest to you. If you do not want us to use your information in this way, please contact us at [email protected] For more information, see Choices About How We Use and Disclose Your Information.

We may use the information we have collected from you to enable us to display advertisements to our advertisers' target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria.

Disclosure of Your Information

We may disclose aggregated information about our users, and information that does not identify any individual, without restriction.

We may disclose personal information that we collect or you provide as described in this privacy policy:

  • To our subsidiaries and affiliates.
  • To contractors, service providers, and other third parties we use to support our business and who are bound by contractual obligations to keep personal information confidential and use it only for the purposes for which we disclose it to them.
  • To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of COINLOCK LLC’s assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by COINLOCK LLC about our Websites users is among the assets transferred.
  • To third parties to market their products or services to you if you have not opted out of these disclosures. We contractually require these third parties to keep personal information confidential and use it only for the purposes for which we disclose it to them. For more information, see Choices About How We Use and Disclose Your Information.
  • To fulfill the purpose for which you provide it.
  • For any other purpose disclosed by us when you provide the information.
  • With your consent.

We may also disclose your personal information:

  • To comply with any court order, law, or legal process, including to respond to any government or regulatory request.
  • To enforce or apply our terms of use or terms of sale and other agreements, including for billing and collection purposes.
  • If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of COINLOCK LLC, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.

Choices About How We Use and Disclose Your Information

We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:

  • Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe's website. If you disable or refuse cookies, please note that some parts of this site may then be inaccessible or not function properly.
  • Disclosure of Your Information for Third-Party Advertising. If you do not want us to share your personal information with unaffiliated or non-agent third parties for promotional purposes, you can opt-out by directly contacting us at [email protected]
  • Promotional Offers from the Company. If you do not wish to have your email address or contact information used by the Company to promote our own or third parties' products or services, you can opt-out by contacting us at [email protected] If we have sent you a promotional email, you may send us a return email asking to be omitted from future email distributions. This opt out does not apply to information provided to the Company as a result of a product purchase, warranty registration, product service experience or other transactions.
  • Targeted Advertising. If you do not want us to use information that we collect or that you provide to us to deliver advertisements according to our advertisers' target-audience preferences, you can opt-out by contacting us.

We do not control third parties' collection or use of your information to serve interest-based advertising. However these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative ("NAI") on the NAI's website.

Accessing and Correcting Your Information

You can review and change your personal information by logging into our Websites and visiting your account profile page.

You may also send us an email at [email protected] to request access to, correct or delete any personal information that you have provided to us. We cannot delete your personal information except by also deleting your user account. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect.

If you delete your User Contributions from our Websites, copies of your User Contributions may remain viewable in cached and archived pages, or might have been copied or stored by other Website users. Proper access and use of information provided on our Websites, including User Contributions, is governed by our terms of use.

Your California Privacy Rights

California Civil Code Section § 1798.83 permits users of our Websites that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an email to [email protected]

Data Security

We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. All information you provide to us is stored on our secure servers behind firewalls. Any payment transactions will be encrypted.

The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Websites, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information in public areas of our Websites like message boards. The information you share in public areas may be viewed by any user of our Websites.

Unfortunately, the transmission of information via the internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Websites. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on our Websites.

Changes to Our Privacy Policy

It is our policy to post any changes we make to our privacy policy on this page. If we make material changes to how we treat our users' personal information, we will notify you by email to the primary email address specified in your account or through a notice on our Websites home pages. The date the privacy policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Websites and this privacy policy to check for any changes.

Contact Information

To ask questions or comment about this privacy policy and our privacy practices, contact us at:

5th Floor, Genesis Building, George Town, PO 446 GT, KY1-1106, Cayman Islands or [email protected]

 

Promotion and Marketing Agreement

This Promotion and Marketing Agreement, dated as of December 3, 2018 (this "Agreement"), is entered into between You, an individual (the "Marketer"), and COINLOCK LLC, a Cayman Islands Limited Liability Company, located at 5th Floor, Genesis Building, George Town, PO 446 GT, KY1-1106, Cayman Islands ("Client", and together with Marketer, the "Parties", and each, a "Party").

WHEREAS, Marketer is in the business of providing promotion and marketing services, including the design and implementation of promotional campaigns;

WHEREAS, Client is in the business of providing peer-to-peer cryptocurrency financial services and other products and services related to the Coinlock platform;

WHEREAS, Client desires to retain Marketer to provide certain services in connection with the design and management of a promotional and marketing campaign for the community’s Lock Coin cryptocurrency (the "Campaign").

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

  1. Definitions. Capitalized terms have the meanings set forth or referred to in this Section.

"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or otherwise, whether at law, in equity, or otherwise.

"Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities of a person, by contract or otherwise.

"Agreement" has the meaning set forth in the preamble to this Agreement.

"Business Day" means any day except Saturday, Sunday, or any other day on which commercial banks located in the Cayman Islands are authorized or required by Law to be closed for business.

"Campaign" has the meaning set forth in the recitals.

"Client" has the meaning set forth in the Preamble.

"Client Intellectual Property" means any Intellectual Property owned by or licensed to Client.

"Client Materials" means proprietary information, documents, samples, products, and other materials of Client.

"Confidential Information" has the meaning set forth in Section 8.

"Disclosing Party" has the meaning set forth in Section 8.

"Effective Date" means the date You agree to these terms.

"Force Majeure Event" has the meaning set forth in Section 10.18.

"Governmental Authority" means any federal, state, local, foreign, or supranational government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations, or orders of such organization or authority have the force of Law), or any arbitrator, court, or tribunal of competent jurisdiction.

"Governmental Order" means any order, writ, judgment, injunction, decree, stipulation, award, or determination entered by or with any Governmental Authority.

"Intellectual Property" means any and all trade secrets, Trademarks, domain names, original works of authorship and related copyrights, and any other intangible property in which any Person holds proprietary rights, title, interests, or protections, however arising, pursuant to the Laws of any jurisdiction throughout the world, including all applications, registrations, renewals, issues, reissues, extensions, divisions, and continuations in connection with any of the foregoing and the goodwill connected with the use of and symbolized by any of the foregoing.

"Knowledge" of a Party means the actual or constructive knowledge of any director or officer of such Persons, after reasonable inquiry.

"Law" means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, Governmental Order, other requirement or rule of law of any Governmental Authority.

"Losses" means losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, fees, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers.

"Marketer " has the meaning set forth in the Preamble.

"Notice" has the meaning set forth in Section 10.4.

"Party" has the meaning set forth in the preamble to this Agreement.

"Person" means any individual, partnership, corporation, trust, limited liability entity, unincorporated organization, association, Governmental Authority, or any other entity.

"Personnel" of a Party means any agents, employees, or subcontractors engaged or appointed by the Party.

"Pre-Existing Materials" means any documents, data, know-how, methodologies, software, and other materials, including computer programs, reports, and specifications, provided by or used by Marketer in connection with performing the Services, in each case developed or acquired by the Marketer prior to the commencement or independently of this Agreement.

"Receiving Party" has the meaning set forth in Section 8.

"Representatives" means a Party's Affiliates, employees, officers, directors, partners, shareholders, agents, attorneys, third-party advisors, successors, and permitted assigns.

"Services" means the services described in Section 2.1 of this Agreement.

"Term" has the meaning set forth in Section 9.1.

"Trademarks" means all rights in and to US and foreign trademarks, service marks, trade dress, trade names, brand names, logos, corporate names, and domain names, and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection in any part of the world.

  1. Marketer Services and Responsibilities.  
    • Marketer Services. Marketer shall use best efforts to provide marketing and promotional Services to Client in accordance with the terms of this Agreement.
    • Marketer Personnel.  
      • Marketer shall:
        • serve as the primary contact with respect to this Agreement and in connection with matters pertaining to this Agreement; and
        • perform individually the Services required by this Agreement;
      • Marketer Proposal.  
        • Prior to their public release, Marketer shall submit to Client for approval any materials that the Marketer proposes be displayed, published, reproduced, distributed, or otherwise made publicly available as part of the Campaign. Within ten (10) Business Days after receiving a submission and request for approval from Client, Client shall provide Marketer with written notice approving or disapproving the materials submitted. If the Client does not deliver written approval within ten (10) Business Days, (i) the submission will be deemed disapproved and (ii) until the marketer revises the materials to the satisfaction of the client, the materials shall not be publicly released and the Client shall have no obligation to pay for them.
      • Restrictions on Expenditures. Subject to Section 1, Marketer shall not incur any cost or make any expenditure in connection with the Campaign or any Service without Client's prior written approval.
  1. Client Obligations and Responsibilities.
    • Client shall use best efforts to:
      • Appoint a Client employee to serve as the primary contact with respect to this Agreement and who will have the authority to act on behalf of Client with respect to matters pertaining to this Agreement (the "Client Contract Manager").
      • Provide copies of or access to such Client Materials and product samples as Marketer may reasonably request in order to carry out the Services in a timely manner and Client has agreed in writing in advance to provide, and ensure that they are complete and accurate in all material respects; provided, however, that Client and its licensors are, and shall remain, the sole and exclusive owner of all right, title, and interest in and to all Client Materials, including all Intellectual Property therein; Marketer shall have no right or license to use any such information or materials other than during the Term to the extent necessary to provide the Services to Client; and all other rights in and to the Client's Materials are expressly reserved by Client.
      • Respond promptly to any Marketer request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Marketer to perform the Services in accordance with the requirements of this Agreement.
  1. Intellectual Property Rights; Ownership.
    • License to Certain Client Intellectual Property.  
      • Subject to and in accordance with the terms and conditions of this Agreement, Client grants Marketer a limited, non-exclusive, royalty-free, non-transferable, and non-sublicensable, license during the Term to use, solely in connection with the Services: (i) Client's Trademarks; (ii) Client's domain names, website addresses, websites, and; and (iii) any Trademarks created by the Marketer on Client's behalf as part of the Services.
      • Client grants no other right or license to any Client Intellectual Property to Marketer by implication, estoppel, or otherwise. Marketer acknowledges that Client owns all right, title, and interest in, to and under the Client's Trademarks and that Marketer shall not acquire any proprietary rights therein. Any use by Marketer or any Representative of Marketer of any of Client's Trademarks and all goodwill associated therewith shall inure to the benefit of Client.
  1. Fees and Expenses; Payment Obligations.  
    • Fees and Expenses.  
      • In consideration of the provision of the Services and the rights granted to Client under this Agreement, Client shall pay Marketer:
        • a one-time fee of Lock Coins which amount shall be determined commensurately with Marketer’s experience in providing such Services, and is inclusive of any costs of materials or other expenses of Marketer in providing such Services; or
        • offer Marketer the ability to participate in Client sales of Lock Coins on the Coinlock MatchEngine.
      • Taxes. All fees payable by Client under this Agreement are inclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on such amounts. Marketer shall be responsible for any taxes imposed on, or with respect to, Marketer's income, revenues, gross receipts, personnel, or real or personal property, or other assets.
      • Invoice Disputes. Marketer shall notify Client in writing of any dispute with an invoice, along with substantiating documentation and a reasonably detailed description of the dispute on their fee, within thirty (30) days of this Agreement. Marketer will be deemed to have accepted the fee as payment in full for services for which Client does not receive timely notification of dispute. The Parties shall seek to resolve all such disputes expeditiously and in good faith.
  1. Representations, Warranties, and Certain Covenants.
    • Mutual Representations, Warranties, and Covenants. Each Party represents, warrants, and covenants to the other that:
      • it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement; and
      • this Agreement has been executed and delivered by such Party and (assuming due authorization, execution, and delivery by the other Party) constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.
    • Marketer Representations, Warranties, and Covenants. Marketer represents, warrants, and covenants to Client that:
      • it has, or shall obtain all necessary consents and authorizations as may be necessary in connection with the Campaign and provision of the Services.
    • Client Representations, Warranties, and Covenants. Client represents, warrants and covenants to Marketer that:
      • it has all rights, licenses, and consents required in connection with the Campaign, including any such right or licenses required to lawfully use, and to authorize Marketer to use, any Client Intellectual Property or Client Materials provided to Marketer for use in connection with the Campaign.
    • NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. (A) NEITHER PARTY TO THIS AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY'S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 OF THIS AGREEMENT.
  2. Limitation of Liability.  
    • NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. EXCEPT WITH RESPECT TO THE PARTIES' LIABILITY FOR BREACH OF CONFIDENTIALITY OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    • MAXIMUM LIABILITY. EXCEPT WITH RESPECT TO THE PARTIES' LIABILITY FOR BREACH OF CONFIDENTIALITY OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO MARKETER PURSUANT TO THIS AGREEMENT.
  3. Confidentiality. From time to time during the Term, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party") information about its business affairs and services, confidential information and materials comprising or relating to Intellectual Property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 9 by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or (e) is required to be disclosed pursuant to applicable Law. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement after obtaining Client approval; and (z) not disclose any such Confidential Information to any Person, except to the Receiving Party's Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Receiving Party shall be responsible for any breach of this Section 9 caused by any of its Representatives. On the expiration or earlier termination of this Agreement, or at any time during or after the Term, at the Disclosing Party's written request, the Receiving Party and its Representatives shall, pursuant to Section 4, promptly destroy all Confidential Information and copies thereof that it has received under this Agreement.
  4. Term; Termination.
    • Term. The term of this Agreement commences on May 19, 2019 and continues for a period of one (1) year, unless it is earlier terminated in accordance with the terms of this Agreement (the "Term").
    • Termination for Cause.  
      • Either Party may terminate this Agreement, effective upon written Notice, to the other Party (the "Defaulting Party") if:
        • The Defaulting Party materially breaches this Agreement, and the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach;
        • Client becomes insolvent or is generally unable to pay its debts as they become due;
        • Client files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law;
        • Client makes or seeks to make a general assignment for the benefit of its creditors;
        • Client applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business;
        • Client is dissolved or liquidated; or
        • Client is unable to perform its obligations under this Agreement due to the occurrence of a Force Majeure Event that lasts for more than sixty (60) consecutive days.
      • Termination without Cause. Client may terminate this Agreement on fourteen (14) days prior written Notice to Marketer.
      • Effect of Expiration or Termination.  
        • Expiration or termination of this Agreement will not affect any rights or obligations that:
          • are to survive the expiration or earlier termination of this Agreement; and
          • were incurred by the Parties prior to such expiration or earlier termination.
        • Upon the expiration or termination of this Agreement for any reason, each Party shall promptly:
          • destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other Party's Confidential Information;
          • permanently erase all of the other Party's Confidential Information from its computer systems; and
          • certify in writing to the other Party that it has complied with the requirements of this clause.
        • Subject to Section 4(a), the Party terminating this Agreement, or in the case of the expiration of this Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of either Party's rights, remedies, or defenses under this Agreement, at law, in equity or otherwise.
  1. Miscellaneous.
    • Further Assurances. Upon a Party's reasonable request, the other Party shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to this Agreement.
    • Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
    • Survival. Subject to the limitations and other provisions of this Agreement, (a) Section 6 (Representations, Warranties, and Certain Covenants) shall survive the expiration or earlier termination of this Agreement for a period of twelve (12) months after such expiration or termination; and (b) Section 5 (Fees and Expenses; Payment Obligations), Section 7 (Limitation of Liability), Section 8 (Confidentiality), Section 9 (Term; Termination), and Section 11 (Miscellaneous), of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement for a period of twelve (12) months after such expiration or termination. No lawsuit or other action based upon or arising in any way out of this Agreement may be brought by either Party after the expiration of the applicable survival period.
    • Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or e-mail (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 4.
    • Interpretation. For purposes of this Agreement, (a) the words "include," "includes", and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto", and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties drafted this Agreement without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.
    • Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
    • Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. If the parties cannot agree on modification, the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    • Amendment and Modification. No amendment to or modification or rescission, termination, or discharge of this Agreement is effective unless it is in writing. Modifications must be identified as an amendment this Agreement and signed by an authorized Representative of each Party.
    • Waiver.  
      • No waiver under this Agreement is effective unless it is in writing and signed by an authorized Representative of the Party waiving its right.
      • Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion.
      • None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege, or condition arising from this Agreement:
        • any failure or delay in exercising any right, remedy, power, or privilege or in enforcing any condition under this Agreement; or
        • any act, omission, or course of dealing between the Parties.
      • Cumulative Remedies. Except as set forth in Section 7, All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise.
      • Equitable Remedies. Each Party acknowledges and agrees that (a) a breach or threatened breach by such Party of any of its obligations under Section 8 would give rise to irreparable harm to the other Party for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by Marketer of any such obligations, the Client shall, in addition to any and all other rights and remedies that may be available to Client at law, at equity or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Each Party agrees that such Party will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section 11.
      • Assignment. Neither Party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other party; provided, however, that Client may assign this Agreement to an Affiliate,a successor-in-interest by consolidation, merger, or operation of law or to a purchaser of all or substantially all of the Party's assets. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
      • No Third-party Beneficiaries.  
        • This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
      • Choice of Law. This Agreement, including all documents and exhibits, schedules, attachments, and appendices attached to this Agreement and thereto, and all matters arising out of or relating to this Agreement, shall be governed by, and construed in accordance with, the Laws of the Cayman Islands, without giving effect to any conflict of laws provisions thereof.
      • Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement and thereto, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than the Cayman Islands, and any appellate court thereof. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.
      • Waiver of Jury Trial. Each Party acknowledges and agrees that any controversy that may arise under this Agreement, including any exhibits, schedules, attachments, and appendices attached to this Agreement, is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement, including any exhibits, schedules, attachments, or appendices attached to this Agreement, or the transactions contemplated hereby. Each Party certifies and acknowledges that (a) no Representative of the other Party has represented, expressly, or otherwise, that such other Party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such Party has considered the implications of this waiver, (c) such Party makes this waiver voluntarily, and (d) such Party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section.
      • Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
      • Force Majeure.  
        • No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party under this Agreement), when and to the extent such failure or delay is caused by or results from acts beyond the affected Party's control, including, without limitation:
          • acts of God;
          • flood, fire, or explosion;
          • war, invasion, riot, or other civil unrest;
          • actions, embargoes, or blockades in effect on or after the date of this Agreement;
          • national or regional emergency;
          • compliance with any Law or Governmental Order, rule, regulation, or direction, or any action taken by a Governmental Authority;
          • any other event which is beyond the reasonable control of such party (each of the foregoing, a "Force Majeure Event").

A party whose performance is affected by a Force Majeure Event shall give Notice to the other party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

  • Private and Public Announcements. Neither Party shall make any statement (whether oral or in writing) in any type of private or public announcement, including but not limited to: press releases, external advertising, social media, marketing, on-line forums, or promotion materials, regarding the other Party or its business, including the details of this Agreement, unless: (a) it has received the express written consent of the other Party to make that statement; or (b) it is required to do so by Law or under the rules of any stock exchange to which it is subject.


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