Welcome to nameless™, owned and operated by nft42™ (“nameless”, “we”, “us”, or “our”). These Terms of Service (the “Terms”) and any applicable invoicing order form (the “Order Form”) (together, the “Agreement”) govern your access to and use of the nameless software-as-a-service platform, including without limitation, our website(s), our software, documentation and tools to develop and test smart contracts, token-based assets including non-fungible tokens (“NFT(s)”), and other blockchain-based programs and assets, and any other software, tools, features, or functionalities provided on or in connection with our services (collectively, the “Service”).
For purposes of these Terms, “user”, “you”, and “your” means you as the user of the Service. If you use the Service on behalf of a company, organization, or other entity then “you” includes you and that entity, and you represent and warrant that: (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms; and (b) you agree to these Terms on the entity’s behalf. If you do not have such authority, or if you do not agree with these Terms, you may not access or use the Service. Each of nameless and the user may be referred to herein individually as a “Party” or collectively as “Parties.”
By executing an order form that references these terms or by otherwise accessing or using the service (the “acceptance”), you agree you have read and are bound by the terms. These terms are effective as of the date of the acceptance (the “effective date”).
nameless is not a wallet provider, custodian, or exchange. We do not have custody or control over the cryptocurrencies, NFTs and other digital assets, or blockchains you may interact with, and we do not execute or effectuate listings, purchases, transfers, or sales of NFTs, cryptocurrencies, or other digital assets. To use the Service, you may use a third-party wallet that allows you to engage in transactions on blockchains and blockchain test networks.
nameless reserves the right to change or modify these Terms at any time and in its sole discretion. If we make material changes to these Terms, we will provide notice of such changes by updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Service, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference effective as of the date these Terms are updated. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Service.
I. Registration & use of the service
- A. Subject to these Terms and any applicable Order Form, nameless hereby grants the user a non-exclusive, non-transferable, limited license, to access and use the Service, as well as any other services set forth on the user’s Order Form, during the Term (as defined below). The user shall access and use the Service solely in the manner made available and enabled by nameless, including any and all limitations to the user’s Service plan and data allowance(s) as set forth in the user’s Order Form, and solely in accordance with all applicable documentation that nameless makes available from time to time. The specific capabilities, features, patches, updates and functionality of the Service are subject to change from time to time in the sole discretion of nameless and without any requirement of prior notice. In addition, you acknowledge that nameless may suspend or discontinue the Service or your ability to access it, in whole or in part, if nameless possesses a good faith belief that your use of the Service is in violation of any part of the Agreement.
- B. You agree to provide nameless with current, complete and accurate registration information as prompted by the Service registration process, and to maintain and properly update such information (“Registration Data”). You further agree that, in providing the Registration Data, you will not knowingly omit or misrepresent any material facts or information and you will promptly enter corrected or updated Registration Data via the Service, or otherwise advise nameless promptly in writing of any such changes or updates. You further consent and authorize nameless to verify your Registration Data as required for your access to and use of the Service. Once you subscribe to the Service, or are provided access to the Service as an authorized user of a team, enterprise, or other organization-level plan (“Organization Plan”), you will receive or create a unique user ID and password in connection with your account. You agree that you will not allow another person or entity to use your ID or password to access or use the Service under any circumstances. You are solely and entirely responsible for maintaining the confidentiality of your ID and password, as well as the IDs and passwords of all authorized users under your Organization Plan(s), and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to do so. You are solely and entirely responsible for any and all activities that occur under your account and any accounts controlled and/or authorized by you as part of an Organization Plan, including any charges incurred relating to the Service. You agree to immediately notify nameless of any unauthorized use of your account or account information, any connected accounts or account information under your Organization Plan(s), or any other breach of security known to you. You acknowledge that the complete privacy of your data and messages transmitted while using the Service cannot be guaranteed.
- C. nameless may offer certain Services that permit multiple users to work collectively within one or more shared workspaces under an Organization Plan. Such shared workspaces may be associated with a single person or entity, or with one or more users where multiple users can collaborate across multiple projects at once. The user that registers for an Organization Plan (“Owner”) under these Terms has ultimate administrative control over all accounts and User Content (defined below) associated with the Owner’s Organization Plan. Within the Service, an Owner can manage user access and control and User Content under the Organization Plan, and may be permitted to delegate or assign another user as Owner of an Organization Plan. An Organization Plan may only have one Owner. An Owner is responsible for all actions that are performed on or through their Organization Plan. An Owner of an Organization Plan may only provide access to as many accounts as the Owner’s subscription permits.
- D. nameless will use commercially reasonable efforts to provide the Service. The user acknowledges that operation of the Service may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors. nameless will not be responsible to the user or others for any such interruptions, errors or problems. nameless has no obligation to continue producing or releasing new versions of the Service.
- E. From time to time, nameless may offer new features or services identified as beta, pilot, and/or still undergoing development, testing or evaluation by nameless (“Beta Services”). nameless Beta Services are provided “as is” to all users, and “as available” without any warranty of any kind. nameless may terminate Beta Services at any time and for any or all users, and is not under any obligation to continue developing or providing any Beta Services. By accepting these Terms, you agree that Beta Services are provided for evaluation purposes only, and understand that they may be subject to additional terms.
- F. For all users that are not subscribed to a paid subscription plan for the Service, or an equivalent promotional plan, nameless may delete and remove any content (including User Content, as defined below) and data from the Service and the user’s account, or otherwise suspend or discontinue user access to the Service or the user’s account, in its sole discretion for any reason or no reason, with or without notice.
- G. Unless otherwise set forth in the user’s Order Form, nameless is not obligated to provide the user with support or assistance related to accessing, using, or configuring the Service, diagnosing or resolving Service-related errors or other issues, or answering Service-related questions. Unless obligated to do so under the user’s Order Form, nameless may, in its sole discretion, decide to provide the user with such support or assistance, provided that nameless may suspend or discontinue such support or assistance at any time in its sole discretion for any reason or no reason, with or without notice.
II. Service & license restrictions
- A. In connection with this Agreement, you agree not to directly or indirectly: (i) make any unauthorized use of the Company Materials (as defined below); (ii) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise attempt to discover or derive the source code, algorithm or programs underlying the Service and/or the Company Materials; (iii) attempt to probe, scan or test the vulnerability of the Service, breach the security or authentication measures of the Service without proper authorization or willfully render any part of the Service unusable; (iv) use or access the Service to develop a product or service that is competitive with nameless products or services or engage in competitive analysis or benchmarking; or (v) otherwise use the Service outside the scope expressly permitted in the Agreement.
- B. You agree not to use the Service in relation to any activities associated with or in connection to: (i) any violation of any law, rule or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (ii) illegal or fraudulent goods or services, including, but not limited to, counterfeit goods, stolen goods, illegal or controlled substances, and substances that pose a risk to consumer safety, illegal online gambling, escort services, prostitution, pyramid schemes, unlicensed sale of firearms and certain weapons or any type of money laundering; or (iii) any activity that nameless deems, in its sole discretion, may be associated with a high level of risk, may create liability for nameless or may cause nameless to lose the services of any third party service providers, including activities that may be deemed harassment or hate speech. You may not use the Service in any manner that nameless deems, in its sole discretion, could damage, disable, overburden, impair or interfere with any other person or entity’s use of the Service. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service. You agree not to scrape any content from the Service or use any automated means to access, download or gather information from the Service other than such automated means which may be intentionally made available by nameless. nameless reserves the right to remove any content (including User Content, as defined below) from the Service, in its sole discretion.
- C. You acknowledge that activities undertaken in connection with your use of the Service, including without limitation transacting in cryptocurrency, NFTs and other digital assets, may be regulated by federal, state and local laws, rules and regulations, including without limitation the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended. You are solely responsible for complying with, and agree to comply with, all laws, rules and regulations applicable to your use of the Service. Without limiting the generality of the foregoing, you will not use the Service in connection with any token that may constitute a security under applicable law.
- D. You agree not to access or use the Service from any country in which such access or use is prohibited by applicable law. You hereby represent and warrant that you are not: (i) located in, and will not use the Service in, a jurisdiction that is subject to United States economic sanctions, including but not limited to Cuba, Iran, Iraq, North Korea, Russia, Sudan, and Syria; (ii) a person listed on any U.S. Government blacklist (which includes the List of Specially Designated Nationals and blocked persons, the Consolidated Sanctions List administered by OFAC, and the Denied Persons List or Entity List administered by the U.S. Department of Commerce) (“Sanctioned Person”); or (iii) controlled or owned by a Sanctioned Person.
III. Proprietary Rights
- A. User Content. The Service may allow you to design, create, test and/or deploy smart contracts and/or token-based assets, including NFTs. With respect to any text, images, sounds, videos, graphics, animations, works of authorship or other content, materials and media of any kind which you upload, use or submit in connection with using the Service (“User Content”), you represent and warrant that you either own or have all rights and licenses necessary with respect to such User Content such that your use of the User Content in connection with the Service will not infringe, misappropriate or otherwise violate any intellectual property rights, rights of privacy, rights of publicity or other rights of any third party. You are solely responsible for determining the contents of any smart contract(s) and token(s) associated with your use of the Service, including with respect to the intellectual property rights of such smart contract(s) and token(s).
- B. License for User Content. In connection with your use of the Service, you hereby grant nameless a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, license to reproduce, modify, reformat, perform, display, transmit and otherwise use all User Content submitted or provided in connection with your use of the Service in any manner that is necessary or desirable to provide the features and functionality of the Service. The aforementioned license will terminate with respect to any particular item of User Content when you or nameless remove or delete it from the Service, provided that you acknowledge that such licenses survive to the extent necessary for a copy of the User Content to be retained by nameless.
- C. Company Materials. The Service contains content and technology of nameless that is protected by copyright, trademark, patent, trade secret and other laws. As between the Parties, nameless owns all worldwide rights, title and interest, including all intellectual property and other proprietary rights, in and to the Service, including all designs, artworks, logos, functionalities and documents, and all usage and other data generated or collected by nameless in connection with the user’s use of the Service, including other developments made, conceived, created, discovered, invented, or reduced to practice in connection with the planning, development and/or performance of the Service under this Agreement, including all intellectual property rights therein (the “Company Materials”). All other rights in and to the Company Materials are expressly reserved by nameless.
- D. Feedback. The user grants to nameless worldwide, perpetual, irrevocable, royalty-free permission to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by the user.
IV. Third Party Properties, Websites & Applications
- A. Third Party Properties. The Service may include features or functionality provided by, or that interoperate, with software and services developed, owned, controlled and/or operated by third parties (such software and services, collectively, “Third Party Properties”). Third Party Properties may include, without limitation, digital asset wallets, private and/or public blockchains, hosting services, recurring billing software, payment processing software, and business and data analysis services. Third Parties Properties, the availability of related features and functionality within the Service and the interoperability of the Service with Third Party Properties may be modified, suspended or terminated at any time and without prior notice. You agree that nameless shall have no liability with respect to any of the foregoing or with respect to any errors, defects, unavailability, security breaches or other adverse events relating to any Third Party Properties. You are solely responsible for ensuring, and agree to ensure, that your use of the Service in connection with any and all Third Party Properties complies with all policies, terms, and rules applicable thereto.
- B. Third Party Websites & Applications. The Service may include advertisements or other links to third party websites, or requires the use of third party applications, plugins or extensions, or other online services, that are owned, operated and/or controlled by third parties. If you use such third party links, applications or services, you may leave our website(s). You acknowledge and agree that nameless is not responsible and shall have no liability for the content of such third party websites, applications and services, products or services made available through them, or any use of or interaction with the same.
V. Fees & Payment
- A. Unless otherwise set forth on the user’s Order Form, the user agrees to pay the fees as set forth on the applicable Order Form (the “Fees”) in U.S. Dollars. Invoices to be paid by credit card are due on the invoice date, all other invoices are due thirty (30) days from the invoice date on the Order Form. nameless will invoice the user yearly or monthly according to the billing frequency stated in the user’s Order Form.
- B. If the user pays the Fees for the Services by credit card, the user will provide nameless’s authorized payment processor with valid credit card information and promptly notify nameless’s authorized payment processor of any changes necessary to charge the credit card. The provision of credit card information to nameless’s authorized payment processor authorizes nameless, through its authorized payment processor, to charge the credit card for all the Services specified in the user’s Order Form, and any renewal subscription. The user acknowledges that nameless will not have access to the user’s credit card information.
- C. The user agrees to provide and maintain accurate and updated billing contact information and payment information. The user’s payment of Fees is not contingent on the delivery of any future functionality or features of the Service, and is not dependent on statements not set forth in the Terms or any Order Form.
- D. All Fees for the Service are exclusive of taxes, duties, and other governmental fees and assessments (collectively, “Taxes”) which may be imposed on nameless or the user for the provision or use of the Service. The user is responsible for paying all Taxes associated with its use of the Service and its Order Form. If nameless is obligated by law to pay or collect Taxes for which the user is responsible, nameless will invoice the user and the user will pay that amount unless the user can provide a valid tax exemption certificate authorized by the appropriate taxing authority.
- E. Except as otherwise provided in these Terms or any Order Form, all payment obligations are non-cancelable and nonrefundable. Without limiting any remedy available to nameless, if the user fails to pay any Fees due hereunder, nameless may suspend or discontinue the user’s account and access to the Service.
- F. If any amount owing by the user is ten (10) or more days overdue, nameless may, without limiting any rights and remedies, accelerate the user’s unpaid fee obligations to become immediately due and payable, and block or suspend access and the provision of the Services to the user until the overdue amount(s) are paid in full. nameless will give the user at least seven (7) days’ prior notice that the user’s account is overdue before blocking or suspending the Services to the user.
- G. If the user fails to make any payment of the Fees when due, the user agrees to pay nameless, without prejudice to any other rights or remedies available to nameless, interest on any late payment, calculated on a prorated basis from the payment due date to the date of actual remittance. Interest will be computed at 10% per annum on the total amount of the overdue amounts owed to nameless and will be incurred every thirty (30) calendar days such amounts remain unpaid, or otherwise shall compute and incur at the maximum rate permissible by applicable law. The user agrees to pay all collection fees, late fees, and/or legal fees and expenses caused by or associated with its late payment(s) under the Terms or the applicable Order Form.
- A. Confidential Information means any information or data disclosed by either Party that is marked or otherwise designated as confidential or proprietary, or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure, including without limitation, trade secrets, technology, and information pertaining to business operations and strategies, customers, pricing, marketing, finances, sourcing, personnel, and/or operations of either Party, its affiliates, or its customers (collectively, the “Confidential Information”).
- B. Confidential Information does not include information that: (i) is or becomes generally available to the public other than through the recipient Party’s breach of this Agreement; (ii) is communicated to the recipient Party by a third party that had no confidentiality obligations with respect to such information; (iii) was known by or in the possession of the recipient Party before being disclosed by or on behalf of the disclosing Party; or (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.
- C. Each Party agrees that it will use the Confidential Information of the other Party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, in whole or part, the same directly or indirectly, to any third party without the prior written consent of the disclosing Party, except as otherwise permitted hereunder. However, either Party may disclose Confidential Information: (i) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (ii) as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency. The recipient Party agrees to provide written notice of any such order to an authorized officer of the disclosing Party within 3 calendar days of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the disclosing Party to contest the order or the disclosure or seek confidentiality protections. The recipient Party shall notify the disclosing Party immediately in the event it becomes aware of any loss or disclosure of any Confidential Information.
VII. Representations & Warranties
- A. You represent, warrant and covenant to nameless, that: (a) you have the full power and authority to enter into this Agreement; (b) the execution of this Agreement and your performance of all obligations under this Agreement do not violate any other agreement to which you are a party; and (c) this Agreement constitutes a legal, valid and binding obligation of you upon Acceptance.
- B. You represent, warrant and covenant to nameless that in connection with this Agreement or the Service, you will not attempt to: (i) violate any laws, rules or regulations or infringe or otherwise violate any third party rights; (ii) use the Service if nameless has banned or suspended you; or (iii) defraud nameless or any other person or entity.
VIII. Term & Termination
- A. This Agreement will commence on the Effective Date and will continue through the initial term set forth in the Order Form (“Initial Term”), unless earlier terminated as set forth herein. Thereafter, unless otherwise set forth on the applicable Order Form, the Order Form and this Agreement will automatically renew for a successive term (each, a “Renewal Term,” and together with the Initial Term, the “Term”), unless either party gives notice of non-renewal to the other at least thirty (30) days prior to the end of the Initial Term or the then-current Renewal Term, as applicable.
- B. Either Party may terminate this Agreement on thirty (30) days’ notice if the other party materially breaches this Agreement and does not cure such breach within such notice period. Either party may terminate this Agreement without notice: (i) upon the institution by or against the other Party of insolvency, receivership or bankruptcy proceedings; or (ii) upon the other Party’s dissolution or ceasing to do business without a successor.
- C. Upon termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the terms and conditions relating to proprietary rights, fees, confidentiality, disclaimers, assumption of risk, limitations of liability, indemnification, termination and the general provisions.
IX. Disclaimer of Warranties
- A. Unless specifically provided in this agreement, the user expressly understands and agrees that nameless and its affiliates, officers, employees, agents, partners and licensors make no warranties of any kind to the user in connection with the service, including any express, implied, statutory, or otherwise, and expressly disclaims the warranties of merchantability, fitness for a particular purpose and non-infringement.
- B. The user expressly understands and agrees that the user’s use of the service, including the software and any software code, documentation, information or other materials and third party products made available in conjunction with or through the service, is at the user’s sole risk and the service is provided on an “as is” and “as available” basis.
- C. The user expressly understands and agrees: (i) that nameless makes no warranty that the service will meet the user’s requirements or expectations; (ii) that the user’s access to or use of the service will be uninterrupted, timely, or error free; (iii) that any defects in the service will be corrected; (iv) that the service or any server through which the user accesses or uses the service is free of viruses or other harmful components, including any third party products.
- D. The user expressly understands and agrees that, in using the service, sensitive information may travel through third party infrastructures that are not under nameless control (such as third party servers) and nameless makes no warranty with respect to the security of such third party infrastructures.
X. Assumption of Risk
- A. The user acknowledges that cryptographic and decentralized computing technologies are evolving rapidly, and that the risks associated with deploying, testing, transacting on and otherwise using such technologies may not be fully known, and you hereby assume all such risks, known and unknown, whether they currently exist or develop in the future. You further agree that nameless and its affiliates, officers, directors, employees, shareholders, contractors, attorneys, advisers and agents shall have no liability in connection with the risks of using such technologies. Without limiting the generality of the foregoing, you hereby assume all risks associated with the potential unauthorized access to, or theft or loss of, any wallets, smart contracts, and/or token-based assets and token content that you use in connection with the Service.
- B. The user acknowledges that the regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrency, and other digital assets is uncertain, and new regulations or policies may materially adversely affect the development of the Service.
- C. The Service relies on Third Party Properties and/or other third party providers and vendors. If nameless is unable to maintain a good relationship with such providers and/or vendors; if the terms and conditions or pricing of such providers and/or vendors change; if we violate or cannot comply with the terms and conditions of such providers and/or vendors; or if any of such providers and/or vendors are unavailable for a prolonged period of time, access to and use of the Service may suffer.
XI. Limitation of Liability
- A. Except as otherwise provided in this section, to the fullest extent permitted by applicable law, under no circumstances will either party be liable to the other party with respect to any claim, whether based upon or related to breach of contract, breach of statutory duty, warranty, tort (including negligence), or otherwise, for any amounts in excess of the aggregate fees paid or payable by the user under this agreement during the twelve (12) month period immediately preceding any claim. such limitation of liability shall extend to any special, consequential, incidental or exemplary damages, including but not limited to lost profits, even if a party has been advised of the possibility of such damages. Such limitation of liability shall not apply to: (i) a party’s indemnification obligations; (ii) a party’s breach of its confidentiality obligations; and (iii) the user’s breach of proprietary rights and license restrictions.
- B. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply, in which case the liability of nameless will be limited to the extent permitted by law.
- A. The user shall indemnify, defend and hold harmless nameless and its respective parent, subsidiary and affiliated companies, and their respective officers, directors, partners, agents, employees, representatives, contractors, successors, and assigns, from and against any and all costs, liabilities, demands, claims, suits, actions, damages, losses, judgments, and expenses, including without limitation, attorneys’ fees, that are caused by, arise out of or are related to: (i) the user’s violation or breach of any term or condition of this Agreement; (ii) the user’s use or misuse of the Service or the User Content; (ii) the gross negligence or willful or intentional misconduct of the user in connection with this Agreement; (iii) any claim or threatened claim that the User Content contains, constitutes, or causes libel, slander, disparagement, defamation, invasion of privacy, piracy, plagiarism, or infringes or misappropriates any copyright, trademark, trade secret, or other intellectual property right of any third party; and (iv) any claim or threatened claim that the User Content violates any law, statute, ordinance, or regulation concerning or related to false advertising, fraud, or the sale or exchange of a security, commodity, or other financial instrument. The user agrees that the user may not enter into any settlement or compromise without the prior written consent of nameless, unless such settlement: (i) includes an unconditional release of nameless from all liability arising out of such claim; (ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of nameless; and (iii) does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of nameless. nameless may, at its election, assume the defense, settlement, or other resolution of such claim with counsel of its own choosing.
XIII. General Provisions
- B. Publicity. The user consents to nameless’s use of the user’s name, logo(s), and general description of the user’s relationship with nameless in nameless’s sales and marketing materials, on its website(s), and in other publicity materials and appearances (e.g., press releases, customer references and case studies). The user further permits nameless to use it as a reference account for marketing purposes and agrees, from time to time, to support nameless by participating in reference phone call(s) and other marketing events including with press, analysts, and nameless’s existing and/or potential investors or customers upon reasonable request by nameless.
- C. Export Laws. The user shall not export, directly or indirectly, any technical data acquired from nameless, or any Service utilizing any such data, to any country in violation of any applicable export laws or regulations.
- E. Modification. This Agreement may only be modified or amended in a writing signed by authorized representatives of both Parties.
- F. Notice. All notices under this Agreement must be in writing and transmitted via email. Notice will be deemed to have been duly given when receipt is electronically confirmed. Notice to nameless must be sent to the email address on the Order Form. Notice to the user may be sent to any email address provided to nameless by the user.
- G. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
- H. No Third Party Beneficiaries. The provisions of this Agreement are intended for the benefit of and are enforceable solely by the Parties hereto, and nothing in this Agreement will be construed as giving any other person any right, remedy or claim under or in respect of this Agreement or any provision hereof.
- I. Governing Law, Jurisdiction, & Venue. This Agreement and all related documents, and all matters arising out of or relating to this Agreement and the Service provided hereunder, including the relationship between the Parties, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any claim, action or proceeding by either Party shall be brought only in any court located in Chicago, Illinois. The Parties hereby irrevocably submit to the personal and exclusive jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any action or proceeding in such venue.
- J. Claims & Dispute Resolution. The Parties agree to resolve any and all disputes or claims arising under or related to this Agreement by first making a good faith attempt to resolve such dispute or claim. In the event that no resolution is reached after thirty (30) days, then either Party may initiate an action in accordance with this Agreement. The Parties agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.
- K. Assignment. Neither Party may assign or transfer its rights or obligations under this Agreement without the other Party’s prior written consent; provided that either party may assign or transfer all of its rights and obligations under this Agreement without such consent to a successor-in-interest to all or substantially all of such Party’s assets, business or equity interests relating to this Agreement (whether affected by merger, acquisition, sale of assets, change of control or otherwise).
- L. Waiver & Severability. Any failure of nameless to enforce or exercise a right provided in this Agreement is not a waiver of that right. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions herein, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
If you have any questions or comments about these Terms of Service, please contact us via email at firstname.lastname@example.org.