Your acceptance of these terms
Nunchuk Terms of Service
1. Acceptance of Terms of Service
- These Terms of Service are a binding contract between you and Nunchuk. By registering for an account and/or using the Services in any manner, including but not limited to visiting or browsing the Site or downloading and/or installing the Apps, you agree to and accept these Terms of Service and all other rules, policies and procedures that may be published from time to time on the Site or the Apps by us, each of which is incorporated by reference and each of which may be updated from time to time.
- Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by reference.
- We reserve the right, at our sole discretion, to modify or replace these Terms of Service at any time. We will provide notice of these changes by updating the revised Terms of Service on the Site and/or the Apps. Any and all modifications or changes to these Terms of Service will be effective immediately upon being announced on the Site and/or the Apps or released to users. As such, your continued use of the Services acts as acceptance of all of the amended agreement and rules, you agree to be bound by the revised terms. If you do not agree to any modification to these Terms, you are free to reject them and that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
- If you are using the Services on behalf of a company, entity, or organization, then you represent and warrant that you are an authorized representative of that company, entity, or organization with the authority to bind such organization to these Terms, and agree to be bound by these Terms on behalf of such company, entity, or organization.
2. The Services
The Services are a platform for managing cryptographic keys (collectively the “Keys” and each a “Key”). The Services are not or in any aspect deemed as an exchange for buying, selling, or trading digital or virtual currency or assets (an “Exchange”), and Nunchuk is not a broker, intermediary, money transmitter, agent, advisor, or financial institution. We have no fiduciary relationship or obligation to you in connection with any decisions or activities affected by you using the Services.
By using the Services in any manner, you acknowledge and agree that (a) we are not in the business of providing financial, legal, tax, accounting, or investment advice or services, and (b) none of the Services are intended to provide or contain any such advice or services. Please consult a qualified professional for any such advice or service if you find it necessary.
To access and use the Site, the Apps and the Services, including the registration for an account, application for, receipt of, and holding the Keys, you represent and warrant that:
- You must be at least 18 years old, with full legal capacity and authority to enter into these Terms of Service and are legally able to form a binding contract with us;
- You have not been previously suspended or removed from using the Site and/or the Apps or any of the Services or prohibited from applying for, receiving or holding a Key;
- If you are entering into these Terms on behalf of a legal entity of which you are an employee or agent, you represent and warrant that you have all necessary rights and authority to bind such legal entity.
We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that (i) these Terms of Service are in compliance with all laws, rules and regulations applicable to you and (ii) the right to access and use the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, unless specifically specified herein, the Services are offered only for your own use, and not for the use or benefit of any third party.
4. The Account
You may use the Services anonymously, where no email information is collected. Optionally, you may register for an account on the Site and/or the Apps (an “Account”), and need to enter personal information such as your email address and a password (collectively, “Account Information”). You undertake to provide us with accurate, complete, and updated Account Information about yourself and/or the company, entity, or organization you represent. You are solely responsible for the activity that occurs on your Account, and for keeping your Account Information secure. You should safeguard your login information and never publish, distribute or post login information for your Account. You must not use Account Information that you do not have the right to use, or with the intent to impersonate another person. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Account. You shall have the ability to delete your Account by logging in your Account and following instructions therein. We may, at our sole discretion, refuse to open an account for you.
5. Use of the Services
- Content. For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Site, the Apps and the Services.
- Restrictions. The Services may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Site, the Apps and the Services. Any unauthorised use of any Content or materials on this Site is strictly prohibited and may violate copyright and trademark laws, and/or the laws of privacy, publicity, and/or communications regulations and statutes.
- Permitted Use. Subject to these Terms of Service, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to access and use the Services and the Content solely for personal or internal business purposes and only in accordance with these Terms of Service. Use, reproduction, modification, distribution or storage of any Services or Content for any other purpose is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Services or Content for commercial use or in any way that violates any third party right. We may, in our sole discretion, suspend or terminate your access to the Site, the Apps and use of the Services if there is any breach of the licence to use by you.
- Availability of Content. We do not guarantee that any Content will be made available on the Site and/or the Apps. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from the Services.
- Private Keys. You acknowledge that you have sole and exclusive control over any and all private cryptographic keys created and controlled by you through the Services (“Private Keys”), and that we are unable to access or discover your Private Keys and unable to replace them in the event of their loss or theft. You further acknowledge and agree that (i) you are solely responsible for maintaining the security of each of the Private Keys and tracking the location of any hardware devices on which Private Keys are stored (“Authorized Devices”); (ii) we shall not be responsible for your acts or the acts of any third party with respect to the Private Keys or Authorized Devices; and (iii) you shall not, under any circumstances, provide or make available to us any of the Private Keys. You must notify us immediately in the event of any actual or suspected breach of security or unauthorized use of the Private Key(s), and cooperate with us and its authorized representatives in connection with any investigation of the same.
- Platform Key. You acknowledge and agree that if you choose to authorize us to control a cryptographic key generated through the Services (a “Platform Key”), (i) we will have sole and exclusive control over such Platform Key; (ii) we will refuse to provide you with such Platform Key unless and until we have verified that you have been successfully authenticated through use of your Account Information, and that such verification constitutes an essential basis when you signing up for a Membership (defined below); and (iii) you will cease to have access to the Platform Key upon any termination of the Services provided to you, whether terminated by you or by us. You further acknowledge that the Platform Key alone is insufficient for the authorization of any transaction and any transaction will require at least one (1) or more Private Keys, depending on the Services applicable to your Membership.
6. Restrictions on Use
- You undertake and agree not to use the Services for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity in connection with the Account and the Services.
- You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on the Site, the Apps or through the use of the Services that:
- infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
- you know is false, misleading, untruthful or inaccurate;
- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
- constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”)
- contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
- impersonates any person or entity, including any of our employees or representatives; or
- includes anyone’s identification documents or sensitive financial information.
- You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Site, the Apps and the Services or any activities conducted on the Site, the Apps and through the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Site, the Apps and the Services (or other accounts, computer systems or networks connected to the Site, the Apps and the Services); (iv) run any form of auto-responder or “spam” on the Site, the Apps and the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site, the Apps and the Services; (vi) harvest or scrape any Content from the Site, the Apps and the Services; or (vii) otherwise take any action in violation of our guidelines and policies.
- You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Site, the Apps and the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
- We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.
- By accessing to and using the Services, you agree that we shall have the right to investigate any violation of these Terms, unilaterally determine whether you have violated these Terms, and take actions to apply relevant rules without receiving your consent or giving prior notice to you, including (a) suspending or terminating your Account, (b) reporting the incident to authorities, (c) publishing the alleged violations and actions that have been taken, and (d) deleting any information you published that is in violation.
7. Third Party Services
- Third Party Services. The Services may permit or enable you to interact with other websites, services or resources on the Internet or other mobile applications (“Third Party Services”), and other Third Party Services may contain, interact or integrate with the Services. When you access Third Party Services on the Internet, you do so at your own risk. These Third Party Services are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such Third Party Services. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any Third Party Services.
- Third Party Materials. In connection with the Services, we may use, or may provide you with access to, hardware devices, software, source code or other technology licensed to us from third parties, and which may be owned by such third parties (collectively, “Third Party Materials”). You acknowledge and agree that we do not make any warranties or guarantees regarding Third Party Materials and is not responsible for the operation or failure of any Third Party Materials, including without limitation the privacy practices, data security processes or other aspects related to Third Party Materials. You further acknowledge and agree that any Authorised Devices are each subject to their own terms and conditions separate and apart from this Agreement. You agree to waive any claim against us with respect to such Third Party Materials.
- Product. Descriptions, images, references, features, content, specifications, products, prices, and availability of any products made available through the Site and the Apps (“Products") are subject to change without notice. The inclusion of any Products on the Site and/or the Apps at a particular time does not imply or warrant that these products will be available at any time. We reserve the right, with or without prior notice, to limit the available quantity of or discontinue any Product on the Site and/or the Apps; to bar any user from making any or all purchases; or to refuse to provide any user with any product.
- Legal Obligations. It is your responsibility to ascertain and obey all applicable local, state, federal, and international laws (including minimum age requirements) in regard to the possession, use, and sale of any Product purchased through the Site and/or the Apps. By placing an order, you represent that the Products ordered will be used only in a lawful manner.
- Customer Service. If you have any questions about a particular Product, or you have questions about shipping, returns, or refunds, please contact us at [email protected].
9. Payments and Billing
- Paid Services. Certain of our Services are subject to payments (the “Paid Services”). Please see here for a description of the current Paid Services, including our various membership services (“Memberships”) where we offer for purchase our paid Products through the Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service or purchasing a paid Product are deemed part of this Terms of Service.
- Billing. Depending on which payment option you choose, we either (i) use Stripe, or any other third-party payment processor (the “Payment Processor”), to bill you, through a payment account linked to your Account on the Services (your “Billing Account”), or (ii) bill you directly using BTCPay, for payment in a digital currency accepted by us at the time of the transaction (an “Accepted Digital Currency”) or any other payment method available and acceptable to us from time to time, for use of the Paid Services, and for any purchases of Products that you make through your Account. You acknowledge that your payments will be subject to the terms and conditions (including without limitation exchange and conversion rates) and privacy policies of the financial institution, credit card or debit card issuer, Exchange, or other provider of your chosen payment method, as applicable, in addition to these Terms of Service. We are not responsible for error by the Payment Processor or by your chosen financial institution, credit card or debit card issuer, Exchange, or other payment provider, and reserve the right to correct any such errors or mistakes even if payment has already been requested or received. By choosing to use Paid Services, including Memberships, and/or purchase Products, you agree to pay us, either through the Payment Processor or directly in an Accepted Digital Currency, as applicable, all charges at the prices then in effect for any use of such Paid Services or purchase of such Products, in accordance with the applicable payment terms, and you authorize us to charge your chosen payment provider through the Payment Processor or where applicable, to transfer the Accepted Digital Currency from your holdings in an Exchange or your other wallet(s) directly to us or any other payment method available and acceptable to us from time to time (your “Payment Method”). You agree to make payment using that selected Payment Method.
- Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer, Exchange or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
- Recurring Billing. The Paid Services are subject to recurring payment plan. By choosing a recurring payment plan, you acknowledge that such Paid Services have a recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. We will submit annual charges without further authorization from you, until you terminate the Paid Services or change the Payment Method. To terminate the Paid Services or change your Payment Method, please log in your account and follow instructions provided in the Apps or the Site.
- Current Information Required. You must provide current, complete and accurate information for your Payment Method. You must promptly update all information to keep your Payment Method current, complete and accurate and you must promptly notify us or our Payment Processor (if applicable) if your Payment Method is cancelled (e.g. for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your username or password. Changes to such information can be made by logging in to your account and following instructions in the Apps or the Site. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of the Paid Services under your billing account unless you have terminated your Paid Services as set forth above.
- Change in Amount Authorized. If the amount to be charged to your Billing Account or Exchange varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider or Exchange will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
- Auto-Renewal for Membership Services. Unless you opt out of auto-renewal, which can be done by logging your account and following instructions in the Apps or the Site, any Memberships you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Membership at any time, please log in your account and follow instructions provided in the Apps or the Site. If you terminate a Membership, you may use your subscription until the end of your then-current term; your subscription will not be renewed after your then-current term expires. However, you won’t be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.
- Reaffirmation of Authorization. Your non-termination or continued use of a Membership, or other Paid Service that is offered on a subscription basis, reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
- Free Trials and Other Promotions. Any rules, policies, or procedures presented to you in connection with a free trial or promotional offer, shall govern such free trial and promotional offer and shall be incorporated into these Terms of Service. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at [email protected]
10. For Members Subscribed for the Inheritance Plan – Account Access by Third Parties
If you are an account member and enrolled in our Inheritance Plan, we will grant access to your account as follows:
- On your initiation of the Inheritance Plan, we will grant you a unique access code to the plan, also known as the “Magic Phrase” to access your wallet in order to claim for the inheritance under the Inheritance Plan. You will also be provided with a backup password (“Backup Password”) (which is issued together with the hardware device(s) purchased separately from a Third Party and which is required if you subscribed for using the Inheritance Plan). The Backup Password will be used, in combination with the Magic Phrase, to access your inheritance’s backup data and to recover the inheritance key (“Inheritance Key”) during the claiming period. You will be required to register a date (“Activation Date”) that will activate the Inheritance Plan. Access to your Inheritance Plan by a third party will only be accessible and permissible on or after the Activation Date and not before such date. On creation of the wallet, you may choose to either lock up the Activation Date or allow the Activation Date to be changed during your use of the Services. If you choose a setup that locks up the Activation Date, neither you nor Nunchuk can change the Activation Date thereafter.
- On or after the Activation Date, we will:
(i) grant access to your wallet in order to claim for the inheritance to the person who possesses the Magic Phrase and the Backup Password (“Qualified Person”) and present the same to us for verification and acceptance provided that (a) if there is any outstanding billing on your account, we will charge such fee to the Qualified Person and (b) we will require a one-time security deposit ("Security Deposit”) before you start the claim process, and the outstanding fee and the Security Deposit must be fully paid before we grant access to your wallet. If your claim is successful, we will refund the Security Deposit; and
(ii) after the Activation Date, if your subscription has expired for more than three years, we will charge a maintenance fee of [0.1%] of the value of the assets maintained in your wallet and the maintenance fee must be fully paid before we grant access to your wallet at any time thereafter.
- Core Principle: It is our core principle that the Qualified Person may be any person as long as such person possesses the Magic Phrase and the Backup Password, including the Beneficiary and/or the Trustee. It is your sole responsibility to maintain and ensure the security of the Private Keys, the Magic Phrase and the Backup Password and who you will pass on the Private Keys, the Magic Phrase and the Backup Password. For the avoidance of doubt, any person who presented the Magic Phrase, the Backup Password and passed the authentication process will be deemed the Qualified Person and we will grant access to your wallet to such Qualified Person in accordance with these Terms of Service.
- Specific use of the Inheritance Plan:
(i) Direct Inheritance. You can give the Magic Phrase and the Backup Password to the person who is your beneficiary ("Beneficiary”). Upon the Activation Date, the Beneficiary will have direct access to your wallet to claim for the inheritance by providing the Magic Phrase and the Backup Password to us.
(ii) Indirect Inheritance. Alternatively, you can choose to give the Magic Phrase and the Backup Password to a trustee or any trusted agent (“Trustee”) as per your estate planning. Upon the Activation Date, the Trustee will have access to your wallet to claim for the inheritance on behalf of any beneficiary or any third party as per your estate planning by providing the Magic Phrase and the Backup Password to us. Thereafter, it is a sole decision of the Trustee to determine to whom the Trustee will transfer the assets stored in the wallet to. Nunchuk has no responsibility whatsoever for any dispute between or claim from any of the Trustee, the beneficiary and/or any third party relating to the control of the wallet, as well as the transfer of assets from the wallet to any person after we grant access to your wallet to the Trustee in accordance with these Terms of Service.
(iii) Joint Control. You can also choose to split the Magic Phrase and the Backup Password to each of the Beneficiary and the Trustee so that each of them will have a partial control to your wallet. Upon the Activation Date, the Beneficiary and the Trustee will jointly provide the Magic Phrase and the Backup Password to us in order to have access to your wallet to claim for the inheritance. Thereafter, it is a sole decision of the Beneficiary and the Trustee to determine who will have full control of the wallet or to whom they will transfer the assets stored in the wallet to. Nunchuk has no responsibility whatsoever for any dispute between or claim from any of the Beneficiary, the Trustee and/or any third party relating to the partial control of the wallet, as well as the transfer of assets from the wallet to any person after we grant access to your wallet to the Beneficiary and/or the Trustee in accordance with these Terms of Service.
- We shall have no liability to you or any person or entity for any actions taken by the Qualified Person with respect to your account, the Platform Key, your wallet or assets stored in your wallet. You agree to indemnify and hold us harmless from any and all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers which we may incur as a result of our action subject to instructions from you and/or the Qualified Person. This Section 10 shall be binding on the Qualified Person, executors, administrators, heirs, and assigns. At the current time, our Inheritance Plan is available exclusively for individuals and is not available for corporate, company or other entity clients.
11. Suspension and Termination
If you violate any of these Terms of Service, you agree that we may suspend or terminate your access to the Account or your use of all or any part of the Services at any time, with or without notice. If you wish to terminate your Account, you may do so by following the instructions on the Site, the Apps or through our instructions given to you through provision of the Services. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. You agree that we shall not be liable to you for any permanent or temporary modification, suspension or termination of your Account or access to all or any portion of the Services.
12. Warranty Disclaimer
- You acknowledge that digital or virtual currencies, and platforms and marketplaces for same, involve significant financial, legal, and other risks (collectively, “Risks”). You further acknowledge and agree that (a) you are solely responsible for learning about such Risks; (b) we shall have no responsibility to alert you about any Risks; and (c) any information relating to digital or virtual currencies, platforms and marketplaces for same, and Risks that are provided by us or its representatives in connection with the Services is for informational purposes only, and shall under no circumstances be construed as advice or direction of any kind.
- You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.
- To the maximum extent permitted under applicable law, the Services are provided “as is” and “as available” basis and we expressly disclaim, and you waive, any and all other warranties of any kind, whether express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title or non-infringement or warranties arising from course of performance, course of dealing or usage in trade. Without limiting the foregoing, we do not represent or warrant that the Site, the Apps, the Services or our materials are accurate, complete, reliable, current, error-free, or free of viruses or other harmful components. We do not guarantee that any order will be executed, accepted, recorded or remain open. Except for the express statements set forth in these Terms of Service, you hereby acknowledge and agree that you have not relied upon any other statement or understanding, whether written or oral, with respect to your use and access of the Services. Without limiting the foregoing, you hereby understand and agree that we will not be liable for any losses or damages arising out of or relating to: (a) any inaccuracy, defect or omission of digital currency price data, (b) any error or delay in the transmission of such data, (c) interruption in any such data and (d) any damages incurred by another user’s actions, omissions or violation of these Terms of Service. The disclaimer of implied warranties contained herein may not apply if and to the extent it is prohibited by applicable law of the jurisdiction in which you reside.
You agree to indemnify and hold harmless Nunchuk, its affiliates, contractors, licensors, and their respective directors, officers, employees and agents from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to (i) your use of, or conduct in connection with the Services, (ii) your breach or our enforcement of these Terms of Service, or (iii) your violation of any applicable law, regulation, or rights of any third party during your use of the Services. If you are obligated to indemnify Nunchuk, its affiliates, contractors, licensors, and their respective directors, officers, employees or agents pursuant to this clause, Nunchuk will have the right, in its sole discretion, to control any action or proceeding and to determine whether Nunchuk wishes to settle, and if so, on what terms.
14. Limitation of Liability
To the maximum extent permitted by applicable law, in no event will Nunchuk, its affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue, profits or other business or financial benefit) arising out of or in connection with the Services, any performance or non-performance of the Services, or any other product, service or other item provided by us or on our behalf and its affiliates, whether under contract, statute, strict liability or other theory even if we have been advised of the possibility of such damages, except to the extent of a final judicial determination that such damages were a result of our gross negligence, fraud, willful misconduct or intentional violation of law. Some jurisdiction does not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not apply to you.
Notwithstanding the foregoing, in no event will the liability of Nunchuk, its affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors arising out of or in connection of the Services, any performance or non-performance of the Services, or any other product, service or other item provided by or on behalf of Nunchuk or its affiliates whether under contract, statute, strict liability or other theory, exceed the amount of the fees paid by you to us under these Terms of Service in the twelve-month period immediately preceding the event giving rise to the claim for liability.
We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms of Service periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes, which will apply to your continued use of the Services going forward. Your use of the Services is subject to the Terms of Service in effect at the time of such use.
- Entire Agreement and Severability. These Terms of Service are the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder
- Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
- Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
- Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.
- Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to [email protected].
- No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
- Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.
Contact. You may contact us at the following address: [email protected].