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rmation through any means not made available through the Services, (B) attempt to gain unauthorized access to any portion or feature of the Services or any other systems or networks connected to the Services or to any Solstice Foundation server or to any of the services offered on or through the Services, by hacking, password "mining," or any other illegitimate or prohibited means, (C) probe, scan, or test the vulnerability of the Services or any network connected to the Services, nor breach the security or authentication measures on the Services or any network connected to the Services, (D) reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Services, (E) use any device, software, or routine to interfere with the proper working of the Services, or with any other person's use of the Services, (F) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to the Services, or (G) use the Services in an unlawful manner;
Refuse to cooperate in any investigation or provide confirmation of your identity or the accuracy of any information, documents and/or materials you provide to us;
Conduct your business or use the Platform or Services in a manner that results in or may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties or other liability to Solstice Foundation, other Users, third parties or you;
Facilitate any viruses, bugs, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;
Use any robot, spider, other automatic device, or manual process to monitor or copy our Website or Platform without our prior written permission;
Use any device or software to interfere or attempt to monitor or interfere with our Website, the Platform or the Services; or
Take any action that may cause us to lose any of the services from our internet service providers, or other suppliers;
There is no pending claim, action, suit or proceedings at law or in equity (in any jurisdiction) before any court, tribunal, governmental body, agency, official or any arbitrator that is likely to affect the legality, validity or enforceability against you and/or the legal entity you act on behalf of, or your ability to perform the obligations under these Terms;
Our claim against you and/or the legal entity you act on behalf of, under these Terms: (i) if unsecured, will rank at least pari passu with the claims of all your other unsecured and unsubordinated creditors, save for those whose claims are preferred solely by any bankruptcy, insolvency, liquidation or other similar laws of general application; or (ii) if secured, will rank in priority to the claims of all subsequent encumbrances, unless we otherwise agree in writing;
You and/or the legal entity you act on behalf of are generally subject to civil and commercial law and to legal proceedings, and neither you nor any of your assets or properties is entitled to any immunity or privilege from any set-off, suit, judgment, execution, attachment, injunction or other legal process; and
No proceedings have been commenced or threatened, and no order or declaration has been made, against you and/or the legal entity you act on behalf of for liquidation, winding up or bankruptcy, or for the appointment of a trustee in bankruptcy, judicial manager, administrator, receiver, liquidator, or similar officer to administer any or all of your assets and you and/or the legal entity you act on behalf of have not declared bankrupt or insolvent.
By accessing or using the Services, you represent and warrant that:
you are not a Retail User;
you are not located, resident, incorporated or established within the European Economic Area or United Kingdom;
you are accessing the Services solely in a lawful institutional, professional, corporate, accredited or otherwise legally permitted capacity;
you are not subject to sanctions or restrictions under applicable laws; and
your access to and use of the Services does not violate any laws or regulations applicable to you.
Should you breach any of the above representations, warranties and/or undertakings, Solstice Foundation reserves the right to take any action against you or your Accounts, whether for a specified period of time or indefinitely, including:
Refusing to allow the minting, issuance or redemption of any Solstice tokens;
Suspending or terminating your Account;
Reporting the incident or breach to the relevant authorities;
Publishing the alleged breach and actions that have been taken; and/or
Deleting any information you published that is in breach of the representation, warranty and/or undertaking.
Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any direct, indirect, special or consequential losses (including loss of profits, business, or opportunities), damages or costs by reason of, or arising from, or as a consequence of, any action taken against you or your Accounts should you breach any of the above representations, warranties and/or undertakings.
20. Disclaimer of Warranties, Exclusion of Liability and Indemnification
To the maximum extent permitted under Applicable Laws, the Services and any materials, product, service or other item provided by or on behalf of Solstice Foundation and/or its affiliates in connection with the Services (the "Materials"), whether by a third party operator or otherwise, are provided on an "as is" and "as available" basis and Solstice Foundation expressly disclaims, and you waive, any and all other warranties of any kind, whether express, statutory or implied, oral or in writing, including warranties of merchantability, adequacy, accessibility, fitness for a particular purpose, title or non-infringement of third party rights or warranties arising from course of performance, course of dealing or usage in trade. Without limiting the foregoing, Solstice Foundation does not represent or warrant that the Website, the Services and/or the Materials are accurate, complete, reliable, current, error-free, or free of viruses or other harmful components. Except for the express statements set forth in these Terms, 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/or access of the Platform or the Services. Your use of the Services is at your own risk and discretion.
To the fullest extent permitted by Applicable Laws, in no event shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any loss of business, profits or opportunities, or any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including damages for loss of data, information, revenue, profits or other business or financial benefit), whether arising out of or in connection with the Website, the Platform, your Account, the Services, these Terms and/or any agreement entered into pursuant to, or in connection with, these Terms, or otherwise.
Any liability of the Indemnified Persons, to you or any person or entity in any circumstance is limited to the actual amount of loss or damage which is caused directly and is reasonably foreseeable by our breach of these Terms provided always that the Indemnified Persons' maximum aggregate liability to you for all such losses arising in connection with these Terms or otherwise shall not exceed the interest or yield paid or payable to you. Such sum shall be paid as liquidated damages by Solstice Foundation to you in full and final settlement and satisfaction of our entire liability and the Indemnified Persons' entire liability for any loss or damage which is caused directly and is reasonably foreseeable by our breach of these Terms. You acknowledge and accept that damages are an adequate remedy and that you shall not be entitled to any other claims or remedies at law or in equity, including any claim in rem, injunction, and/or specific performance.
You agree to fully indemnify and hold completely harmless (a) Solstice Foundation, (b) Solstice Foundation's shareholders, joint venture parties, subsidiaries, affiliates and related corporations and entities, and (c) the officers, directors, employees, representatives, agents, suppliers, contractors and service providers of all the persons and entities described in (a) and (b) ((a), (b) and (c) collectively, the "Indemnified Persons") from and against any and all claims, actions, proceedings, investigations, demands, actions, suits, costs, charges, expenses, damages (including attorneys' fees, fines or penalties imposed by any regulatory authority), losses and liabilities which the Indemnified Persons may incur, suffer or which may be made against them as a result of, in relation to, and/or arising out of (i) your use of, or conduct in connection with, the Services, (ii) your breach of representation, warranty, agreement or undertaking by you under these Terms or our enforcement of these Terms, (iii) your violation of any Applicable Laws, (iv) any act, omission, negligence, breach, offence or default committed or attributable to you, (v) any sum or obligation expressed to be payable or liable to be performed under these Terms not being paid or performed by you by the time, on the date and otherwise in the manner specified in this Agreement, and/or any circumstances beyond our control. If you are obligated to indemnify any of the Indemnified Persons pursuant to these Terms, we will have the right, in its sole and absolute discretion, to control any action or proceeding and to determine whether we wish to settle, and if so, on what terms.
21. Taxes
It is your sole responsibility to determine what, if any, taxes apply to the payments you make or receive, and to collect, report, and remit the correct tax to the appropriate tax authority. All payments and transactions made and entered into on our Platform must be free and clear of, and without any deduction or withholding for and on account of, any taxes, duties or other deductions. We are not responsible for determining whether taxes apply to your transactions, or for collecting, reporting, or remitting any taxes arising from any transaction. However, if any Applicable Law requires us to make any tax payments or duties on your behalf, we reserve the right to withhold in part or in full or claim such payments (including any other administrative charges incurred in respect of such payments) against you on a full indemnity basis.
22. Privacy of Personal Data
To the extent that you provide us with any of your personal data, you hereby consent to the collection, use, disclosure and/or processing of such personal data in accordance with and for the purposes stated in our Privacy Policy, a copy of which is available on the Website.
23. Limited License and Intellectual Property Rights
Subject to your continued compliance with the express terms and conditions of these Terms, Solstice Foundation provides to you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services on your computer or other internet compatible device as Solstice Foundation may prescribe from time to time for your personal, internal use only (save that corporate users may access and use the Materials for internal business purposes). The content layout, formatting, and features of and access privileges for the Services shall be as specified by Solstice Foundation in its sole discretion. All rights not expressly granted under these Terms are hereby reserved. Accordingly, you are hereby prohibited from using the Services in any manner that is not expressly and unambiguously authorized by these Terms. Without limiting the foregoing, you will not:
Resell, lease, lend, share, distribute or otherwise permit any third party to use the Services, the Platform or the Materials;
Modify or create derivative works of the Services, the Platform and the Materials, or any portion thereof or any data or information received by you in connection therewith;
Frame, display or incorporate the Services, the Platform or the Materials in any website or any other work of authorship;
Decompile, disassemble, reverse engineer or attempt to discover the source code of the Services, the Platform or the Materials; or
Use the Services, the Platform or the Materials to design, develop or create any competing product or service.
These Terms provide only a limited license to access and use the Services. Accordingly, you hereby agree that Solstice Foundation transfers no ownership or intellectual property right, interest or title in and to the Services or any intellectual property to you or anyone else in connection with your use of the Services. All intellectual property rights, title and interests in and to the Services, including any text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, "look and feel," and arrangement of any content contained on or available through the Services are exclusively owned, controlled, and/or licensed by Solstice Foundation or its members, parents, licensors, or affiliates.
Without prejudice to the foregoing or any other rights under these Terms or at law, you further acknowledge and agree that Solstice Foundation may use and/or disclose anonymised data, which is not in personally identifiable form, for data analytics, marketing and/or business improvement purposes.
You hereby assign to us all right, title and interest to any feedback, suggestions, ideas, or other information or materials regarding Solstice Foundation or the Services or the Platform that you provide, whether by email or otherwise ("Feedback") together with all associated intellectual property rights. We will own all Feedback and you will not be entitled to, and hereby waive any claim for, acknowledgment or compensation based on any Feedback or any modifications made based on any Feedback.
24. No Set-Off
You agree and acknowledge that you may not set-off any claims arising under the Solstice tokens against any claims that Solstice Foundation may have against it.
25. Substitution
Solstice Foundation may, without your consent, at any time substitute itself in respect of all rights and obligations arising under or in connection with the Solstice tokens with any legal entity of which all shares carrying voting rights are directly or indirectly held by Solstice Foundation (the "New Issuer"), provided that:
The New Issuer is able to fulfil all obligations arising from or in connection with the Solstice tokens; and
Solstice Foundation has issued an irrevocable and unconditional guarantee in respect of the obligations of the New Issuer under the Solstice tokens.
26. Electronic Notices
You agree to receive electronic communications and notifications from us by way of e-mail, by posting a notice to the Website, or through other means as we may elect. You are responsible for keeping all your correspondence information (including email address, residential address, and phone number) up to date in your Account profile in order to receive any notices or alerts that we may send you from time to time.
We may from time to time make available certain information relating to the Services via the Platform or any of our social media or other channels (including email, Twitter/X, and/or Telegram channels) as we may make available from time to time. Whilst we may take reasonable steps to prevent unauthorised access to the Platform and such channels, we cannot guarantee that there will be no such unauthorised access. You acknowledge and agree that there shall be no presumption that any content made available via such channels are authentic and originate from us. You should exercise due caution and if there is any reason to doubt the authenticity and integrity of any content made available via such channels, and you must contact us to seek further verification. The Services may be accessed via only the Platform, and you must not attempt to access the Services and/or login to your Accounts using your Account Credentials on any other channels.
27. Force Majeure
No Indemnified Persons shall be liable to you or any other person for any breach of these Terms or for any delay, disruption, interruption or failure of the Services, if such breach, delay, disruption, interruption, or failure arose (directly or indirectly) in connection with any circumstances beyond our control, including any natural disaster, epidemic or pandemic, national or international crisis, emergency, war, riot, strike, labour dispute, widespread violence or acts of terrorism, breakdown in public infrastructure, any disruption, interruption, and/or failure of any system or services provided by a third party service provider to us, interruption in telecommunications or network provider services, absence of a liquid market for any digital token, significant or widespread disruptions, cessation of business or bankruptcy of any third party, disruption to the market for any digital token, or change in Applicable Laws.
28. Dispute Resolution
If there are any concerns or disputes regarding these Terms, the Services or the Platform, you agree to first negotiate with us in good faith to resolve the dispute between you and us (which discussions shall remain confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding). A ticket number will be assigned to you if your concerns cannot be addressed to your satisfaction at first instance. The issuance of the ticket number commences the internal dispute resolution procedure. We will attempt to resolve the dispute internally as soon as possible.
In the event that the dispute cannot be resolved between you and Solstice Foundation, and you wish to initiate a formal dispute resolution procedure, then you agree to set forth the basis of such claim in writing in a "Dispute Notice" as a form of prior notice to us. The Dispute Notice must (1) be in English, (2) describe the nature and basis of the claim or dispute, (3) set forth the specific relief sought, (4) provide the original ticket number, and (5) include your Account email.
You agree that any dispute resolution proceedings, including arbitration, will be conducted only on an individual basis and not in a class, consolidated, or representative action. You hereby waive any right to participate in any class action or class-wide arbitration against Solstice Foundation related to any claim or dispute.
29. Miscellaneous
29.1 Entire Agreement
These Terms, along with any additional terms and policies referenced herein, constitute the entire agreement between you and Solstice Foundation with respect to your use of the Services and supersede any prior agreements or understandings between the parties.
29.2 Severability
If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.
29.3 Waiver
Solstice Foundation's rights and remedies under these Terms are cumulative and not exclusive of any rights or remedies provided by law or by any other agreement. Any failure or delay on the part of Solstice Foundation to exercise any right or remedy under these Terms shall not operate as a waiver of such right or remedy. Any single or partial exer프로젝트로 돌아가기
