1 CONNECT SERVICES.
CONNECT provides access to the following products and services, some of which are provided by independent third party companies:
1.1 Blockbot™—a Blockchain Robot.
The Blockchain Robot (“Blockbot™”) is an evolving, intelligent software that gathers and processes data. Blockbot data allows Users to navigate blockchain technologies and make informed decisions regarding blockchain opportunities. Blockbot serves a variety of functions including:
Oneview™—A digital currency data aggregation service displayed in one viewable dashboard.
SmartQ™ —A market and trending data aggregation service for more informed decision making.
CONNECT Academy—A curated learning academy where Users can explore blockchain technology and better understand its cultural impact.
CONNECT Share™—A simplified referral experience to share blockchain ideas and opportunities with others.
CONNECT Wallet—A digital wallet for CONNECT Share rewards and a payment platform for CONNECT Services.
Codex Software Integration—Software integration with a unique Codex Box that provides data and analytics for cryptocurrency mining.
Green Software Integration—Software integration with a unique Green Box or other compatible technology that provides data and analytics for supporting the green Blockchain.
Green Wallet - A digital wallet for GREEN rewards from the green Blockchain.
Blockchain Game Partners Software Integration - Software integration with a unique Game Node or Game Box or other compatible technology that provides data and analytics for supporting the BGP game network and blockchain.
1.2 Codex Box.
Codex Box is a customized computer that uses an integrated circuit to specifically mine cryptocurrency. The speed at which the Codex Box completes a specialized computation and attempts to accurately identify a particular number set is known as the computing Hash Rate (“Hash Rate”). The first miner to successfully identify the designated number set creates a new block, which is added to the blockchain. Based on what is known as the Proof-of-Work protocol, which calculates mining Hash Rate, the miner receives a block reward in the form of cryptocurrency. Statistically, the odds of a single miner successfully identifying the designated number set and receiving the block reward is quite low. Accordingly, miners can choose to join a mining pool. A cryptocurrency mining pool calculates the Hash Rate of each participating miner. When a designated number set is successfully identified by one of the miners in the pool, the pool receives the cryptocurrency reward. The reward is then split and portioned out among members of the mining pool based on the Proof-of-Work protocol. In addition, CONNECT users of Codex products and/or services are subject to the terms and policies outlined on www.CodexUnited.com.
1.3 Green Box™.
Green Box™ is a cryptocurrency miner (like the Codex Box described above) that can generate cryptocurrency, as well as a reward known as GREEN. In addition to traditional cryptocurrency mining using the Proof-of-Work protocol, Green Box utilizes a unique Proof-of-Power™ protocol to calculate the amount of electricity used to mine cryptocurrency and produce a GREEN reward. At the option of the User, the Green Box may be recommissioned by the User to mine any other cryptocurrency beyond those supported by the green Blockchain. In addition, CONNECT users of green products and/or services are subject to the terms and policies outlined on www.share.green.
Proof-of-Power is a special algorithm used to analyze and calculate computing Hash Rate, cryptocurrency reward, and power consumption to generate a green Blockchain reward known as GREEN. The Proof-of-Power algorithm (similar to that of net-metering of solar power production on a digital network) works in conjunction with Proof-of-Work cryptocurrencies and other emerging consensus algorithms that require electricity. The Proof-of-Power protocol provides unique insight into the electrical expenditures required to power blockchain networks.
1.5 The green Blockchain and Battery.
The Proof-of-Power protocol creates the green Blockchain and associated GREEN reward. During this process, a designated blockchain network, such as Bitcoin, Bitcoin Cash, or any other Proof-of-Work protocol, is supported using a Green Box (or other compatible and connected blockchain mining equipment or software). Instead of consuming electricity, the combined electricity and cryptocurrency reward (such as BTC or BCH) is inverted to blockchain current (referred to as “BC”) and stored in the green Blockchain (referred to as the “Battery”). The Battery is a sum total of the stored BC that can be discharged from the green Blockchain, in the form of GREEN, at any given time.
1.5.1 Charging the green Blockchain.
The green Blockchain is a digital battery and like any battery, it requires an initial charge. The charging mechanism is written into the Proof-of-Power protocol and initiated by supporting a blockchain network (such as Bitcoin). All BC stored in the Battery and not discharged in the form of GREEN (such as BTC or other cryptocurrency reward) may be stored indefinitely, used to compensate developers and contributors to the green Blockchain, purchase additional green Blockchain equipment and Green Boxes, or for any charitable purposes or other uses as determined by the Users of the green Blockchain through the established decentralized governance procedures.
GREEN is a digital reward and not a Security Token. GREEN is not being offered to investors and there is no Initial Coin Offering (ICO) to promote GREEN. Like BTC (which is the digital reward generated from the Bitcoin blockchain), GREEN is created through a blockchain mining process utilizing the Proof-of-Work and Proof-of-Power protocols explained above. Pursuant to the Proof-of-Power protocol, each User that participates in the green Blockchain BC inversion process shall receive 100% of the User’s allocated GREEN reward, which is deposited daily in the User’s green wallet and stored in the User’s personal battery (viewed in the User’s dashboard). The GREEN in the User’s personal battery represents the User’s portion of the overall green Blockchain Battery. Although GREEN has the potential to effectively subsidize the cost of power, its utility may reside solely within the green Blockchain, and may or may not have value.
1.7 BGP Game Node.
BGP Game Node is a computer software and/or hardware system connected to the BGP Blockchain. The BGP Game Node supports the games by maintaining the BGP Blockchain cryptography and confirming transactions on the BGP Blockchain. At the option of the User, the BGP Game Node may be recommissioned by the User to support other blockchains or other technologies. In addition, CONNECT users of BGP products and/or services are subject to the terms and policies outlined on www.blockchaingamepartners.io.
1.8 Third Party Digital Wallets
1.8.1. CONNECT may provide each User with the ability to create and maintain third party digital wallets accessible in the User’s account with CONNECT. The User may use any third party digital wallet that safely integrates with the CONNECT Services. CONNECT will never take custody or control over any of these third party wallets. The User shall comply with the terms and conditions of the third party wallet providers. CONNECT does not offer any User the ability to exchange one form of fiat currency for any other form of currency (fiat or digital). CONNECT is not an exchange or money transmitter. CONNECT does not own, control, or operate any of the blockchains (bitcoin or green) associated with the third party wallets that can be managed by the User as part of CONNECT Services.
1.8.2. When a User creates a third party digital Wallet through the CONNECT Services, the User will be provided a cryptographic private key and public key pair that the User must use to send and receive the digital currency or reward associated with the respective blockchain. The User is solely responsible for storing and keeping secret, outside of CONNECT Services and the associated blockchain, a backup of any User’s third party wallet credentials, private key(s), passwords, and transaction information that the User maintains in the wallets or otherwise with the CONNECT Services. If the User does not backup the third party wallets, the User may not be able to access the associated cryptocurrency or reward in the event that CONNECT discontinues some or all of the CONNECT Services. CONNECT does not receive or store a User’s third party wallet passwords, keys, network addresses or transaction history. CONNECT cannot assist any User with third party wallet password or key retrieval. Any third party with knowledge of one or more of a User’s credentials (including, without limitation, a backup phrase, wallet identifier, password, or keys) can dispose of the cryptocurrency or reward in the User’s third party wallets.
1.8.3. The User agrees and understands that the transaction details submitted by the User via the CONNECT Services may not be completed or may be delayed by the respective blockchain used to process the transaction. CONNECT cannot guarantee that the CONNECT Services will transfer title or right in any cryptocurrency or reward, including GREEN, and CONNECT makes no warranties of title of any kind. Once transaction details have been submitted to the respective blockchain, CONNECT cannot assist the User to cancel or otherwise modify such transaction or details.
1.8.4. In the event of a fork of the blockchains associated with the User’s third party wallets, CONNECT may not be able to support the User’s activity related to such cryptocurrency or reward, any transaction associated with the third party wallets or CONNECT Services may not be completed, may be partially completed, incorrectly completed, or substantially delayed. CONNECT is not responsible for any loss incurred by any User caused in whole or in part, directly or indirectly, by a fork or modification of the such blockchains.
1.8.5. CONNECT does not currently charge a fee for the User’s management and use of third party wallets. However, CONNECT reserves the right to do so in the future, and in such case any applicable fees will be displayed prior to the User incurring such fee. Notwithstanding, the blockchains associated with the third party wallets may have Blockchain Transaction Fees. CONNECT may attempt to calculate for the User any Blockchain Transactions Fees, though such calculation may be inaccurate or excessive. The User may select a greater or lesser fee, and the User is solely responsible for paying any Blockchain Transaction Fees required on any blockchain. CONNECT will neither advance nor fund any Blockchain Transaction Fee on any User’s behalf, nor be responsible for any excess or insufficient fee calculation.
1.8.6. The User shall be responsible for all activities that occur through its third party wallets and accepts all risks of any authorized or unauthorized access to its third party wallets, to the maximum extent permitted by law. The User represents and warrants that the User is familiar with and accepts the risks associated with digital wallets and private keys, including the risks described herein.
1.9 CONNECT Wallet. CONNECT will provide each user with a hosted CONNECT Wallet to allow the User to store, track, manage, send and receive BTC (bitcoin) with other CONNECT users and other third parties. CONNECT securely stores all private keys associated with a User’s CONNECT Wallet in a combination of online and offline storage. As a result, there may be a delay of 48 hours or more to initiate a User’s transaction instructions. User agrees with all other applicable risks, disclosures, terms and conditions regarding digital wallets set forth in Section 1.8 above.
2. PAYMENT TERMS.
2.1. Annual License and Monthly Service Fees.
The User shall pay CONNECT an annual licensing fee and monthly service fee(s) for CONNECT Services. The User agrees that CONNECT may deduct such fees directly from the User’s CONNECT Wallet.
2.2. Equipment Purchase.
The User shall enter into a separate Equipment Purchase Agreement as it relates to the purchase of a Codex Box, Green Box, or BGP Game Node. The User is not required to purchase a Codex Box, Green Box, or BGP Game Node, but may use any other equipment technology (e.q. cryptocurrency miner, GPU, cell phone, or other technology) that can provide the necessary computing Hash Rate and appropriately and safely access the respective blockchain protocols integrated through CONNECT’s software.
2.3. Maintenance and Hosting Fees.
CONNECT does not provide hosting services for Codex Box, Green Box, or BGP Game Node, but may refer the User to one or more third-party hosting companies that are not affiliated with CONNECT. If the User elects and as part of a separate hosting agreement, the User may be required to pay certain data center operations maintenance and power fees (“Maintenance Fees”).
2.4. Blockchain Transaction Fees.
The delivery and receipt of any of the User’s cryptocurrencies and rewards are subject to network or transaction fees charged by the blockchain associated with the User-selected algorithm (“Blockchain Transaction Fees”), which are non-refundable. Blockchain Transaction Fees are paid to emit, record, verify, and process a transaction on the blockchains and not retained by CONNECT. Any withdrawal or transfer of the User’s cryptocurrencies may be subject to Blockchain Transaction Fees.
2.5. Other Third-Party Fees.
Certain digital wallets, wallet addresses, tools, and third-party software and devices (“Third-Party Fees”) used by the User may also charge the User a fee, including a per transaction or transfer fee, which are non-refundable. The User is responsible for being aware of and satisfying any such fee. The User should note that any such fees may significantly reduce the User’s rewards and therefore the User is responsible for managing the selection, use, rate and frequency of their receipt of rewards to any such Third-Party Fees.
The User is responsible for any taxes, and the User will pay for CONNECT Services without any reduction for taxes. If the User is required by law to withhold any taxes from its payments to CONNECT, the User must provide CONNECT with an official tax receipt or other qualified documentation to support such withholding including value added tax (“VAT”) or similar tax, if applicable. The User will be liable to pay (or reimburse CONNECT) for any taxes, interest, penalties or fines which may arise from any mis-declaration made by the User. The User shall pay CONNECT for all taxes and governmental fees CONNECT is required to collect or pay upon sale or delivery of CONNECT Services.
POTENTIAL USERS OF DIGITAL OR VIRTUAL CURRENCIES, INCLUDING BUT NOT LIMITED TO BITCOIN, ARE FOREWARNED OF POSSIBLE FINANCIAL LOSS AT THE TIME SUCH CURRENCIES ARE EXCHANGED FOR FIAT CURRENCY DUE TO AN UNFAVORABLE EXCHANGE RATE. MOREOVER, A FAVORABLE EXCHANGE RATE AT THE TIME OF EXCHANGE MAY RESULT IN A TAX LIABILITY. USERS SHOULD CONSULT A TAX ADVISOR REGARDING ANY TAX CONSEQUENCES ASSOCIATED WITH THE PURCHASE, SALE, EXCHANGE, OR OTHER USE OF DIGITAL OR VIRTUAL CURRENCIES.
3. USER OBLIGATIONS
3.1. Algorithm Strategy Selection.
The User is responsible for the selection of the algorithm strategy and understands and accepts the risks associated with blockchain technologies, cryptographic currencies, and cryptocurrency mining.
3.2. Software and Equipment Allocation
The User is responsible for the allocation of the User’s equipment and selected optimization strategies. The User acknowledges that CONNECT is not responsible for the selection or timing of cryptocurrency optimization strategies and mining, nor is CONNECT responsible for the protocols selected for use in connection with CONNECT Services. The User is solely responsible for these decisions and shall monitor and allocate strategies through the OneView dashboard. The User acknowledges that the difficulty of mining may vary and will likely increase over time.
3.3. Log-in Credentials
The User represents and warrants that the User is responsible for the preservation of confidentiality of the User’s login credentials. Login credentials generated for the User by CONNECT Services are for the User’s internal use only and the User is strictly prohibited from selling, transferring, or sublicensing them to any other entity or person.
3.4. Blockchain Network Risk
The User represents and warrants that the User accepts the risks of blockchain protocol and network, including instability, congestion, high transaction costs, network latency, information security, regulatory risk, and technological and operational error. The User understand these risks may result in delay or failure to process transactions, failure to generate Hash Rate, and potentially high Blockchain Transaction Fees or Third Party Fees. The User represents and agrees that CONNECT is not responsible for any diminished CONNECT Services, related features, or capabilities resulting from blockchain network risk. In the event of a material increase or decrease to Blockchain Transaction Fees, Third Party Fees, or operational degradation, congestion, failure or other disruption of the blockchain network used by the User, CONNECT may, at its sole discretion and upon notice to the User, increase or decrease the threshold to deliver the User’s cryptocurrencies.
3.5. Blockchain Modification Risk
The User represents and warrants that the User is familiar with and accepts the risks associated with blockchain development and code changes. Blockchain technologies are still under development and may undergo significant changes over time. Blockchain contributors may make changes to features and specifications of the algorithm selected by the User. Such changes may include or result in the elimination or support for specific algorithms and applications.
3.6. Proof-Of-Work Replacement Risk
In addition to blockchain modification risk, blockchain contributors may also modify the cryptographic verification process such that the blockchains can no longer be verified through Proof-of-Work and instead adopt Proof-of-Stake methodologies. The User accepts and acknowledges such risk and shall allocate the User’s Hash Rate to other available blockchains and mining processes that use Proof-of-Work methodologies. The User further acknowledges that certain blockchain algorithms have no alternative blockchain applications that support Proof-of-Work mining and any such switch from Proof-of-Work to Proof-of-Stake would result in no applicable use of the User’s Hash Rate.
3.7. Trade Compliance
User shall comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to European Union and U.S. companies, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control and the European Union’s Common Foreign and Security Policy (collectively, “Trade Sanctions Laws”). The User represents and warrants that the User and the User’s financial institutions, or any party that owns or controls the User or the User’s financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign as Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.
CONNECT may suspend or terminate the User’s right to access or use CONNECT Services immediately and without notice if: (i) CONNECT determines the User’s use of the CONNECT Services poses a security risk to CONNECT Services or any third party, could adversely impact CONNECT, CONNECT Services or any other CONNECT users, could subject CONNECT, its affiliates, or any third party to liability, or could be fraudulent; (ii) the User is in breach of these Terms & Conditions; (iii) the User initiated a chargeback or dispute with respect to any payment or purchase of the CONNECT Services; or (iv) the User has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
4.2. Effect of Suspension.
If CONNECT suspends the User’s right to access or use any portion or all of the CONNECT Services, the User shall remain responsible for all fees and charges the User incurs during the period of suspension, including any Maintenance Fees, Third Party Fees and Blockchain Transaction Fees; and the User may be in violation of the User’s hosting agreement or the blockchain protocols, which may prevent or limit the User’s entitlement to any results or rewards that may have occurred during the period the CONNECT Services was temporarily suspended. User agrees to pay any fee charged by CONNECT to reconnect the CONNECT Services.
4.3. Effect of Termination
If CONNECT terminates the User’s right to access or use any portion or all of the CONNECT Services, then all of the User’s rights under these Terms & Conditions immediately terminate and the User shall remain responsible for all Service Fees incurred and owed to CONNECT through the termination date.
5. CONFIDENTIAL INFORMATION
The User may not disclose any confidential information obtained through the use of CONNECT Services, except to agents or professional advisors who need to know it and who have agreed in writing to keep it confidential. The User shall ensure that those persons and entities use the received confidential information only to exercise rights and fulfill obligations under these Terms & Conditions, while using reasonable care to maintain the confidentiality of such information.
The User is permitted to state publicly that it is a customer of CONNECT, consistent with any Trademark Guidelines which may be adopted by CONNECT from time to time. If the User wants to display CONNECT in connection with its use of CONNECT Services, the User must obtain written permission from CONNECT. The User shall not issue any press release or make any other public communication with respect to these Terms & Conditions or the User’s use of CONNECT Services.
7. REPRESENTATIONS AND WARRANTIES
Each party represents and warrants that: (i) it has full power and authority to enter into these Terms & Conditions; and (ii) it will comply with all laws and regulations applicable to its provision or use of CONNECT Services.
8. DISCLOSURES & RISKS
8.1 Notification. CONNECT notifies User of certain disclosures and risks associated with virtual currency and Blockchain technology. CONNECT Services are not an investment product, and no action, notice, communication by any means, or omission by CONNECT shall be understood or interpreted as such. CONNECT has no influence whatsoever on any blockchain, the mining of cryptocurrencies, or the associated cryptocurrency or reward. Ownership of a Codex Box, Green Box, BGP Game Node or use of CONNECT Services does not represent or constitute any ownership right or stake, share or security, debt or equivalent right, or any right to receive any future revenue or form of participation in or relating to any blockchain or cryptocurrency.
8.2 Virtual Currency. Digital and virtual currencies are not considered legal tender, are not issued or backed by any government, and have fewer regulatory protections than traditional currency. Moreover, virtual currency accounts are not insured against theft or loss by any insurance corporation or securities investor protection, including the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
8.3 Market Risk. The value of digital and virtual currencies is derived from supply and demand in the global marketplace, which can rise or fall independent of any government currency. Holding digital and virtual currencies carries exchange rate and other types of risk. The value of virtual currencies may be derived from the continued willingness of market participants to exchange traditional government currency for virtual currency, which may result in the potential for permanent and total loss of value of a particular virtual currency should the market disappear. The volatility and unpredictability of the price and value of virtual currencies, relative to government currency, may result in significant loss over a short period of time. CONNECT cannot guarantee or warrant the value of any cryptocurrency or blockchain, and explicitly warns the User that there is no reason to believe that any cryptocurrency or blockchain reward will increase in value, and that they may hold no value, decrease in value, or entirely lose value.
8.4. Regulatory Risk. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of virtual currencies and blockchain rewards.
8.5 Technology Risk. Virtual currency transactions may be irreversible and losses due to fraudulent or accidental transactions may not be recoverable. Some virtual currency transactions are deemed to be made when recorded on a public ledger, which may not necessarily be the date or time the user initiated the transaction. The nature of virtual currencies may lead to an increased risk of fraud or cyber-attacks.
EXCEPT AS EXPRESSLY PROVIDED FOR IN THESE TERMS & CONDITIONS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONNECT, ITS AFFILIATES, AND ITS SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. CONNECT, ITS AFFILIATES, AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION, FAILURE TO STORE, OR ANY LOSS OF ANY USER DATA, INCLUDING BLOCKCHAIN DATA AND CRYPTOCURRENCY REWARDS DERIVED, MAINTAINED, OR TRANSMITTED THROUGH USE OF CONNECT SERVICES. THE USER IS SOLELY RESPONSIBLE FOR SECURING ITS CUSTOMER DATA AND CRYPTOCURRENCY REWARDS. NEITHER CONNECT, ITS AFFILIATES, NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF THE SOFTWARE, CONNECT SERVICES, OR BLOCKCHAINS WILL BE ERROR-FREE OR UNINTERRUPTED. CONNECT, ITS AFFILIATES, AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSSES OR OPPORTUNITY COSTS RESULTING FROM BLOCKCHAIN NETWORK AND PROTOCOL OR THIRD-PARTY SOFTWARE ISSUES, WHICH MAY IN TURN RESULT IN THE INABILITY TO PROCESS TRANSACTIONS ON ANY BLOCKCHAIN AT ALL OR WITHOUT INCURRING SUBSTANTIAL FEES.
10. LIMITATION OF LIABILITY
10.1. Limitation of Indirect Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONNECT, THE USER, AND CONNECT SUPPLIERS, SHALL NOT BE LIABLE UNDER THESE TERMS & CONDITIONS FOR LOST REVENUES, OPPORTUNITY COSTS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF CONNECT KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. THIS LIMITATION OF LIABILITY DOES NOT APPLY TO VIOLATIONS OF CONNECT’S INTELLECTUAL PROPERTY RIGHTS, INDEMNIFICATION OBLIGATIONS, OR THE USER’S PAYMENT OBLIGATIONS.
10.2. Limitation of Amount of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CONNECT NOR ITS AFFILIATES, MAY BE HELD LIABLE UNDER THESE TERMS & CONDITIONS FOR MORE THAN THE AMOUNT PAID BY THE USER FOR ONE MONTH TO ACCESS THE CONNECT SERVICES UNDER THESE TERMS & CONDITIONS, MINUS ANY CRYPTOCURRENCIES GENERATED OR RECEIVED BY THE USER AS A RESULT OF THE USE OF CONNECT SERVICES.
Unless prohibited by applicable law, the User will defend and indemnify CONNECT and its Affiliates against any settlement amounts approved by the User and damages and costs finally awarded against the User and its affiliates by a court of competent jurisdiction in any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding) to the extent arising from the User’s use of CONNECT Services.
The User will not assign or otherwise transfer the User’s rights and obligations under these Terms & Conditions, without the prior written consent of CONNECT, which may be unreasonably withheld. Any assignment or transfer in violation of this section will be void. CONNECT may assign these Terms & Conditions without the User’s consent (i) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (ii) to any Affiliate or as part of a reorganization; and effective upon such assignment, the assignee is deemed substituted for CONNECT as a party to these Terms & Conditions and CONNECT is fully released from all of its obligations and duties to perform under these Terms & Conditions. Subject to the foregoing, these Terms & Conditions will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns. The User may not merge these Terms & Conditions with any other agreements with which CONNECT may be a party.
Any dispute, controversy, difference or claim arising out of or relating to these Terms & Conditions or relating in any way to the User’s use of CONNECT Services, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to these Terms & Conditions the parties may agree to first attempt mediation before a single mediator, in accordance with the Utah Mediation Act to be held in the State of Utah, Salt Lake County. If the parties do not agree on mediation, the matter shall be referred to and finally resolved by one arbitrator administered by a court of competent jurisdiction in the state of Utah, Salt Lake County in accordance with the American Arbitration Association rules and procedures. The arbitrator’s decision is final and binding on the parties, and enforceable in a court of competent jurisdiction. The prevailing party shall be entitled to costs and reasonable attorneys’ fees for the arbitration. Any disputes that may arise beyond the scope of the arbitration provision shall be exclusively subject to state or federal courts located in the State of Utah, Salt Lake City. The User and CONNECT consent to personal jurisdiction in those courts. Notwithstanding the foregoing CONNECT and the User agree that CONNECT may bring suit in court to enjoin infringement or other misuse of CONNECT’s intellectual property rights. The law of this arbitration clause shall apply Utah law where available and applicable. CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. CUSTOMER ACKNOWLEDGES THAT, BY AGREEING TO THESE TERMS, EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
12.3. Entire Agreement.
These Terms & Conditions sets out all the terms agreed between the parties and supersedes all other agreements between the parties. In entering into these Terms & Conditions, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in these Terms & Conditions. These may be updated by CONNECT on connectblockchain.net.
12.4. Force Majeure.
CONNECT and its affiliates will not be liable for any failure or delay in performance of obligation under these Terms & Conditions where the failures or delay results from any cause beyond reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. Force Majeure events include, but are not limited to, upgrades to the validation rules of a given blockchain (e.g., a “hard fork” or “soft fork”).
12.5. Governing Law.
Any claim or dispute between the User and CONNECT arising out of or relating to the User’s use of the CONNECT website, CONNECT Services, or these Terms & Conditions, in whole or in part, shall be governed by the laws of the State of Utah, USA without respect to its conflict of laws provisions. The 1980 United Nations Conventions on Contracts for the International Sale of Goods does not govern these Terms & Conditions.
All communications and notices made or given pursuant to these Terms & Conditions must be in the English language. If we provide a translation of the English language version of these Terms & Conditions, the English language version will control if there is any conflict.
12.7. Notices to the User and CONNECT.
CONNECT may provide any notice to the User under these Terms & Conditions by: (i) posting a notice on the CONNECT website; or (ii) sending a message to the email address then associated with the User’s account. Notices provided on the CONNECT website will be effective upon posting and notices provided by email will be effective when the email is sent. It is the User’s responsibility to keep the User’s email address current. To give CONNECT notice under these Terms & Conditions, the User must contact CONNECT by email@example.com. CONNECT may update the address for notices by posting a notice on its website.
If any portion of these Terms & Conditions is held to be invalid or unenforceable, the remaining portions will remain in full force and effect.