Last revised: December 14, 2018
MANDALA EXCHANGE, LTD.
For more information on Mandala or our Services, you can refer to the company and license information found on the Mandala website (https://mandalaex.com) (the “Website”). If you have questions regarding this Agreement, please contact the Mandala Customer Support team (https://support.mandalaex.com).
Modifications of Terms and Conditions
By registering to use Mandala’s Services, you have affirmed that you are an individual at least 18 years of age, or a firm, corporation or other entity in good standing, with full legal capacity to enter into this Agreement. If such affirmation proves false in any material respect, Mandala will have the right to cancel or freeze your account and, if applicable, to seek damages and/or injunctive relief against you, your guardian and/or any other party deemed legally responsible for such false affirmation.
Residents of the following countries are prohibited from establishing User accounts with the Mandala Exchange:
US Virgin Islands
Northern Mariana Islands
The Mandala websites (https://mandalaex.com) and online publications will publish notices of any changes in the foregoing list.
As part of Mandala’s compliance efforts and at its sole discretion, geofencing, VPN blocking and other precautions to ensure the geographic location of Users may be implemented.
Prohibition of use
By accessing and using the Services, you acknowledge and declare that you are not on any trade or economic sanctions list of any applicable jurisdiction, including but not limited to the United Nations Security Council Sanctions List. Mandala retains the right to select markets and jurisdictions in which to operate and may restrict or deny its services to Users in certain countries for any reason whatsoever. Prohibited Users are not to use or access the Mandala Exchange or any of its services.This Agreement and the Mandala Exchange are governed by the laws and regulations of the Republic of Malta and the European Union. By using the Services, the User subjects himself or herself to such laws and regulations and to all of the terms and conditions of this Agreement. This provision shall apply regardless of the residence, domicile or citizenship of the User.
Compliance with local laws
It is the responsibility of the User to comply with the laws of his or her jurisdiction concerning the Services, and particularly as to cryptocurrency investment transactions. Users are also advised to consider the laws of their jurisdictions concerning taxation, withholding, collection, reporting and remittance to the appropriate tax authorities. All Users of the Services acknowledge and declare that the their funds come from a legitimate source and are not derived from illegal activities. Mandala will cooperate with law enforcement authorities globally and will not hesitate to terminate the account and/r seize or freeze funds of Users who are flagged or investigated by legal authorities.
Description of Services
Mandala provides an online digital asset trading platform (crypto to crypto) for products commonly known as cryptographic tokens, digital tokens or cryptographic currency. Mandala does not provide fiat (national currency) trading capabilities on its platform at this time, and as such is not subject to regulation applicable to fiat trading. Mandala functions as a trading platform provider only, and is not a buyer or seller in transactions between traders. Mandala is also not a market maker. Traders must register and open an account with Mandala and deposit digital assets prior to commencement of trading. Traders may request the withdrawal of their digital assets, subject to the limitations set forth in the Terms and Conditions of this Agreement.
Mandala strives to maintain the accuracy of information posted on its website; however, it cannot guarantee the accuracy, suitability, reliability, completeness, performance or fitness for purpose of its website content, and will not accept liability for any loss or damage that may arise directly or indirectly from such content. Information on Mandala’s website is subject to change without notice and is provided for the primary purpose of facilitating independent decisions by its Users. Mandala does not provide investment advice, and disclaims any liability for the use or interpretation of information published on its website or in other communications media. All Users of the Services acknowledge and understand that there are risks involved in trading. Mandala encourages all Users to exercise prudence, and to trade responsibly within their own financial means.
While Mandala emphasizes platform security to ensure the continuity and security of its Services (announcements will be made in event of downtime/maintenance), it shall not be held liable in the event of unforeseen circumstances, including but not limited to abnormal trading events caused by Acts of God, malicious targeted hacking, and terrorist attacks. Mandala reserves the right to cancel, roll back or block transactions of all types on its platform in case of an abnormal trading event. Mandala will not ask for passwords from its Users nor ask Users to transfer any cryptocurrencies that are not listed on its trading platform. Users are encouraged to exercise prudence in dealing with third party discounts or promotions that could result in a scam. While the above list is non-exhaustive, you agree that Mandala will not be held responsible for any losses arising directly or indirectly from abnormal trading events or third party actions.
Mandala may or may not offer support for chain forks or chain splits and has no obligation to collect and/or distribute the proceeds of any hard forks or chain splits.
Mandala is not responsible for blockchain rollbacks whereby the chain is reset to the most recent snapshot. In the event of a rollback, Mandala will keep all proceeds from trading fees that have been incurred by Users prior to the rollback. A chain rollback may be cause for the Mandala team to delist a project.
Mandala Account Registration & Requirements
Mandala may, in its sole discretion, refuse to open an account for any User at any time.
User Identity Verification
By registering an account with Mandala Exchange, the User agrees to share his or her personal information requested for the purpose of identity verification. This information is used specifically for the detection of possible money laundering, terrorist financing, fraud and other financial crimes. In addition to providing this information, to facilitate compliance with global industry standards for data retention, the User agrees to permit Mandala to keep a record of such information for the lifetime of the account plus five (5) years after account closing. The User also authorizes Mandala to make inquiries, either directly or through third parties, that are deemed necessary to verify the User’s identity or to protect the User and/or Mandala from financial crimes such as fraud.
The Identity Verification information Mandala requests may include, but is not limited to, the User’s Name, Email Address, Contact Information, Telephone Number, Username, and Government Issued ID. In providing this required information, the User affirms that all information and documentation is accurate and authentic. Post-registration, the User guarantees that all information provided remains truthful and complete, and that it will be updated in a timely manner with any changes. If there is reason to believe information provided by the User is wrong, untruthful, outdated or incomplete, Mandala reserves the right to request corrections, remove relevant information directly and terminate all or part of Mandala’s Services to the User. The User shall be solely responsible for any loss or expenses incurred during the use of Mandala Service if they cannot be reached using the contact information provided. The User hereby acknowledges and agrees that her or she has the obligation to update all information provided to Mandala in accordance with this Agreement.
Know Your Customer (“KYC”) verification is mandatory for use of the Mandala Platform. KYC verification is conducted by a third party vendor which maintains its own data protection security. Mandala assumes no liability for any client data loss that may occur when such data is in the possession of a third party vendor. Nothing herein shall contravene any right granted to an investor under GDPR, or otherwise granted under any applicable law or regulation.
Mandala is required by law and regulation to report suspected money laundering activities on its exchange, even in relatively small amounts. We will closely monitor investor accounts and report suspicious activities. We will use various AML monitors and metrics, both automated and manual, to identify possible suspicious activity, and may report such activity to regulatory authorities and/or disable or freeze accounts without notice to the User. By opening an investor account with Mandala, each User consents to such AML measures, represents that he is trading for his own investment account and that he is not engaging in trading to “wash” funds or otherwise mislead governmental authorities.
Account Usage Requirements
Mandala accounts may be used only by the person in whose name they are registered. Mandala reserves the right to suspend, freeze or cancel accounts that are used by persons other than the registered User. Additionally, Mandala assumes no legal responsibility for such unauthorized account usage.
Exchange Policies and Procedures
Bot trading is allowed through API connections. Mandala continuously seeks to improve its policies on bot trading to enhance overall market integrity. The use of trading bots to manipulate markets is strictly prohibited and will result in a User’s account being locked and funds therein frozen.
Manipulation in all forms is strictly prohibited on the Mandala platform, including but not limited to: “churning,” “spoofing,” “ramping,” wash trading, “quote stuffing,” “painting the tape,” “front running” and “momentum ignition.” Any User found to be manipulating Mandala markets, or attempting to do so, will have their account locked and funds frozen and will be reported to the authorities.
Mandala intends to institute a market circuit breaker that enables trading halts when the price action of a specific cryptocurrency or blockchain asset moves outside of specified ranges on an uptick or downtick, in a specified period of time. The circuit breaker allows the given market to normalize and the Mandala team to ensure that the price action was organic in nature and not the product of price manipulation.
From time to time, as scheduled by its Management or in case of emergency, the Mandala Platform may undergo outages. Notifications of scheduled maintenance and emergency outages will be published prominently on the Mandala Exchange websites (https://mandalaex.com) and online publication channels in as timely a manner as possible. Such scheduled maintenance is expected to be frequent during the initial launch phase of the Exchange.
Mandala does not insure the funds of Users, through a third party or otherwise.
Withdrawal limits and tiers
Users will have a daily withdrawal limit of 10 BTC per day. Platform customers may contact Mandala to increase this limit, and in doing so acknowledge the risk in the event that their account becomes compromised. Mandala may adjust the maximum withdrawal limit at its sole discretion and will notify Users of any such change.
Mandala prioritizes maintaining the safety of funds entrusted to us and has implemented industry standard protections for its exchange. However, account-level risks may also be created by individual User actions. We strongly urge that you take independent precautions to protect access to your account and the security of your personal information.
You are solely responsible for the safekeeping of your Mandala account and password, and you shall be responsible for all activities conducted under your login name and password (including but not limited to information disclosure, information posting, consent to various rules and submission of Agreements by clicking on the website, online renewal of Agreement, etc.). It is strongly encouraged that all Users implement 2-factor authentication (2FA). Under no circumstances will Mandala be held liable for breach of an investor account, unless such breach is subject to terms of the Rollback provision set forth herein. However, for the protection of investors, if Mandala suspects that a User account has been breached it will have the right to freeze the User’s account until the suspected breach has been resolved.
You hereby agree that:
(a) You will notify Mandala immediately if you become aware of any unauthorized use of your Mandala account and password by any person or any other violation of security rules;
(b) You will observe the security, authentication, dealing, charging, withdrawal mechanism and other procedures of the website/service; and
(c) You will log out from the website by taking proper steps at the end of every visit.
Mandala will not be responsible for any financial loss or breach of security caused by your failure to comply with the above Account Security provisions.
Guidelines for Usage of Services on Mandala Platform
You hereby agree to the following covenants. All activities that you engage in while using Mandala’s Services:
- will be in compliance with the requirements of applicable laws and regulations, the various published guidelines of Mandala, and the terms and conditions of this Agreement;
- will not violate the public interest, public ethics or others’ legitimate interests; and
- will not constitute or promote evasion of taxes or fees payable.
- using a device, software or subroutine to interfere with the site,
- overloading network equipment with unreasonable data loading requests, or
- executing malicious sales or purchases on the market
By accessing the Mandala Service, you agree that Mandala has the right to unilaterally determine whether you have violated any of the above covenants, and to take actions to apply relevant rules and sanctions without your consent or without prior notice to you. Examples of such actions may include, but are not limited to
- blocking and closing order requests,
- freezing your account,
- reporting the incident to authorities,
- publishing the alleged violations and actions that have been taken in response thereto, and
- deleting any information you have published that is deemed to be in violation of the above covenants.
In case of any legal proceeding against you by a third party by reason of an alleged violation of these covenants or any other provision of this Agreement, you shall independently undertake the defense of such legal proceeding and shall indemnify and hold harmless Mandala from any and all actions, claims, or costs arising therefrom, including damages of any type, fines, losses caused by administrative sanctions of any kind, and reasonable attorney’s fees incurred by Mandala in the defense thereof.
Mandala reserves the right to levy service fees on Users who use its Services, which fees may be adjusted by Mandala at any time in its sole discretion. Mandala may deduct such service fees directly from the proceeds of any exchange transaction.
Provision of Service
Mandala will provide the Services on an “as is” basis and in “commercially available” condition. It does not offer any form of warranty with regard to the Services’ reliability, stability, accuracy or completeness of the technology involved. Mandala serves merely as a venue for transactions where coin-related information may be acquired and coin-related transactions may be conducted. Mandala cannot control the quality, security or legality of the coin involved in any transaction, truthfulness of the transaction information, or capacity of the parties to any transaction to perform their obligations. Prior to your use of Mandala’s Services to execute a transaction, in making your investment decision you should carefully consider the investment risks, available information, legality and validity of such transaction.
Limitation of Liability
You acknowledge and agree, Mandala will in no case be liable for any of your losses caused by any of the following events, including but not limited to:
- Losses of profits, goodwill, usage or data, or any other intangible losses;
- Use of or failure to use Mandala Service;
- Unauthorized use of your account or unauthorized alteration of your data by third parties;
- Your misunderstanding of Mandala Service; or
- Any other losses related to Mandala Service which are not directly attributable to the gross negligence or wilful misconduct of Mandala, its agents or employees.
In no event shall Mandala be liable for any failure or delay of service resulting from regular network maintenance or external factors such as power failure, natural disaster, service provider problems or governmental acts.
Mandala reserves the right to resolve issues and disputes in its sole discretion. Such issues may include infringement of others’ rights, violation of applicable laws and regulations, abnormal trades, and other issues not explicitly mentioned in the Terms of this Agreement. Users agree to bear the costs arising from the process of dispute resolution.
You agree to indemnify and hold harmless Mandala, its affiliates, contractors, licensors, and their respective directors, officers, employees and agents from and against any claims and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of your breach or our enforcement of this Agreement. This shall also apply to User violation of any applicable law, regulation, or rights of any third party during use of the Mandala Service.
Please be aware that all official announcements, news, promotions, competitions and airdrops will be listed on https://support.mandalaex.com. Mandala shall not be held liable should Users incur losses arising from ignorance or negligence in relation to and and all posted Announcements.
Termination of Agreement
- The account is subject to a governmental proceeding, criminal investigation or other pending litigation,
- We detect unusual activity in the account,
- We detect unauthorized access to the account, or
- We are required to do so by a court order or by order of a regulatory/government authority.
In case of any of the following events, Mandala shall have the right to terminate this Agreement by cancelling your account, and may permanently freeze (cancel) the authorizations of your account on Mandala and withdraw the corresponding Mandala account thereof:
- termination by Mandala of its Services to you,
- registration by you as a Mandala User, directly or indirectly, in any other person’s name,
- provision by you to Mandala of any User information that is untruthful, inaccurate, outdated or incomplete;
- in case this Agreement (including the rules) is amended, you expressly state and notify Mandala of your unwillingness to accept such amendment; or
- any other circumstance causing Mandala to decide that it should terminate the Services.
Should your account be terminated, the account and transactional information required for meeting data retention standards will be securely stored for a period of five (5) years. In addition, if a transaction is pending during the account termination process, Mandala shall have the right to notify your counterparty of the situation.
Remaining funds after account termination (normal)
Once the account is closed/withdrawn, all remaining balances due Mandala, including charges and liabilities on the account, will be payable at once to Mandala. Upon payment of all such charges and liabilities, if any, the User will have 5 working days to withdraw all remaining funds from the account.
Remaining funds after account termination (fraud/AML/violation of terms)
In case of an account termination by reason of allegations of fraud, money laundering, violation of law, violation of governmental regulation, or violation of the terms of this Agreement or other Mandala rule or regulation, Mandala shall maintain full custody of the funds in such account until such allegations are resolved to the reasonable satisfaction of Mandala and its counsel. Information concerning such account, including personal information pertaining to its owner, may be turned over to governmental authorities in the event such information is subject to a subpoena or comparable legal order. In case any dispute about a terminated account is not resolved within a reasonable time, Mandala may seek an order to pay the proceeds of such account into a court of law pending such resolution, and upon such payment shall have no further liability concerning such proceeds.
Complaints, Comments or Questions
If you have any complaints, feedback or questions, kindly contact us at https://support.mandalaex.com and Mandala will use best efforts to try and resolve them for you.
V.0.9 ADDENDUM TO EULA
THIS ADDENDUM (“ADDENDUM”) SUPPLEMENTS THE END USER LICENSE AGREEMENT (“EULA”) OF MANDALA EXCHANGE, LTD. (THE “EXCHANGE”) AND ITS WEBSITE, https://trade.mandalaex.com (THE “WEBSITE”). THE TERMS OF THE EULA ARE INCORPORATED INTO THIS ADDENDUM AS IF SET FORTH IN FULL; HOWEVER, IN CASE OF ANY CONFLICT BETWEEN THIS ADDENDUM AND THE EULA, THE TERMS OF THIS ADDENDUM SHALL CONTROL.
THIS ADDENDUM TOGETHER WITH THE EULA SHALL GOVERN ACCESS TO AND USE OF THE WEBSITE DURING THE “VERSION 0.9 PERIOD” WHICH WILL COMMENCE AND END WHEN SO DESIGNATED BY MANAGEMENT OF THE EXCHANGE (“MANAGEMENT”). NOTICE OF THE COMMENCEMENT AND TERMINATION OF V. 0.9 WILL BE PROMINENTLY POSTED ON THE WEBSITE.
ACCESS TO THE WEBSITE DURING V. 0.9 MAY BE RESTRICTED IN THE SOLE DISCRETION OF MANAGEMENT. PERSONS NOT PERMITTED TO USE THE WEBSITE DURING VERSION 0.9 PERIOD SHALL HAVE NO RIGHTS OR REMEDIES AGAINST THE EXCHANGE WHATSOEVER. PERSONS PERMITTED TO USE THE WEBSITE DURING THE VERSION 0.9 PERIOD ARE ADVISED AS FOLLOWS:
- Use of the Website and the Mandala Platform, V. 0.9 (the “Software”) constitutes a license to You, the user, and not a sale. By accessing the Website and using the Software, you agree to be bound by the terms of this Addendum and the EULA. If You are not willing to be bound by this Addendum and the EULA, do not use the Software. By accessing or otherwise using the V. 0.9 Software, whether or not You explicitly accept this Agreement, You acknowledge receipt of valuable consideration for this Agreement and agree to be bound by the following terms and conditions.
- THIS ADDENDUM AND THE EULA CONSTITUTE A SINGLE LEGAL AGREEMENT (THE “AGREEMENT”) CONCERNING THE VERSION 0.9 SOFTWARE BETWEEN YOU, AS EITHER AN INDIVIDUAL OR A SINGLE BUSINESS ENTITY (“YOU”) AND THE EXCHANGE. THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH THE EXCHANGE RELATING TO THE SOFTWARE.
- Grant of License. Subject to the terms of this Agreement and solely during the term hereof, the Exchange hereby grants to You a limited, revocable, royalty-free, nontransferable, nonexclusive license (without the right to grant sublicenses) to access the Website and to use the executable object code version of the software located thereon, and also including such versions, updates, enhancements, modifications, and additions, and also associated documentation, as may be made available by the Exchange in its discretion from time to time. The Software may be used to execute trades on the exchange and other purposes whilst testing may be conducted. This License is solely for Your personal use. It is provided as a means (a) to evaluate the technical and commercial viability of the V. 0.9 Software; (b) to evaluate the reliability and functionality of the Software in a real-time environment; (c) to determine whether the features of the Software perform as designed and are useful; (d) to determine whether the Software will work for its intended purpose; and (e) to create and provide to the Exchange suggestions and technical feedback regarding the Software, including suggestions regarding viability and functionality of the Software. Such use shall be deemed the “Version 0.9 Period” hereunder. Except as and only to the extent expressly permitted in this Agreement, You shall not use, sublicense, sell, assign, convey, transfer, disclose, publish, display, copy, duplicate, adapt, merge, embed, disassemble, reverse engineer, reverse compile, reverse assemble or otherwise attempt to obtain or disclose any information contained in the V. 0.9 Software or the V. 0.9 Materials (as defined below). Without limiting the generality of the foregoing, You shall not use the V. 0.9 Software to enable, support or otherwise aid the development of technology competitive with the Exchange or the V. 0.9 Software, or any software embedded therein.
- Proprietary Rights and Ownership. (i) Proprietary Rights.You acknowledge and agree that the V. 0.9 Software is being and will be developed by and on behalf of the Exchange at great expense to the Exchange, that the V. 0.9 Software and all reports, evaluations, surveys and other information and materials evidencing or relating thereto or to the Version 0.9 Period, including but not limited to the nature and results of the Version 0.9 Period (collectively, the “Version 0.9 Test Materials”) shall be considered Confidential Information for purposes of Section 5, and that the Exchange has and will have exclusive proprietary and other rights in the Software and V. 0.9 Test Materials, including without limitation any and all worldwide patent, copyright, trademark, trade secret and other intellectual property rights, however and wherever arising (collectively, the “Proprietary Rights”). You acknowledge and agree that: (a) no title or ownership of the Software or V. 0.9 Test Materials is transferred to You by this Agreement, and that your only right therein is under the license expressly granted hereby; and (b) the V. 0.9 Software, V. 0.9 Test Materials and all Proprietary Rights therein are and shall remain the exclusive property of the Exchange.
(ii) Ownership. You shall not make any claim or representation of ownership, or act as the owner, of any of the V. 0.9 Software or V. 0.9 Test Materials or permit or facilitate the performance of any act that is inconsistent with or in violation of this Agreement. You shall reproduce and include all proprietary, confidentiality, trade secret and other notices on any copies of the V. 0.9 Software and V. 0.9 Test Materials and on any portion thereof, and shall not remove, alter, cover or obscure any such notice, nor permit any of the same. The Exchange shall be free to use and disclose, and to authorize others to use and disclose, without any obligation to You or any third party, any contributions, suggestions, modifications, derivative works, additions or the like that are made in whole or in part by You hereunder to, of, or with respect to, any of the V. 0.9 Software or V. 0.9 Test Materials.
- Confidential Information.Both during and after the term of this Agreement, You shall keep strictly confidential, and not disclose or use other than as expressly permitted by this Agreement, any non-public information of the Exchange or provided by the Exchange, including without limitation the V. 0.9 Software or V. 0.9 Test Materials themselves (collectively, “Confidential Information”). You shall advise all persons who have access to the Confidential Information of the confidential nature thereof, and of the restrictions imposed by this Agreement.
- Your Responsibilities.During the term of this Agreement, You shall, at no charge to the Exchange: (a) provide a supportive environment that allows for the free exchange of comments and information between You and the Exchange; and (b) report and if possible document to Management any problems, comments and suggestions as to the V. 0.9 Software.
- V. 0.9 Test Feedback.Your feedback as to the conduct of the V. 0.9 Test is critical to the success of the Exchange. During the term of this Agreement, You agree to make yourself reasonably available by email, text message, telephone or otherwise from time to time to report to Management with respect to performance of the V. 0.9 Software.
- Term.This Addendum will terminate upon termination of the V. 0.9 Test period, as designated by Management. Notwithstanding such termination, the EULA will continue in full force and effect for so long as You continue to use the Website. After termination of the V. 0.9 Test period, the V. 0.9 Software will no longer be available for Your use.
- No Commercial Release.The parties acknowledge and agree that this Agreement does not constitute and is not intended to be a license of any commercial release of any Exchange software or any invention developed during the V. 0.9 Test.
- Disclaimers. (A)IT IS UNDERSTOOD THAT THE VERSION 0.9 SOFTWARE, DOCUMENTATION, AND ANY UPDATES MAY CONTAIN ERRORS AND ARE PROVIDED FOR LIMITED EVALUATION ONLY. THE VERSION 0.9 SOFTWARE, THE DOCUMENTATION, AND ANY UPDATES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE EXCHANGE DOES NOT MAKE ANY, AND EXPRESSLY DISCLAIMS ALL, WARRANTIES WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR ARISING BY USAGE OF TRADE OR COURSE OF DEALING, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
(B) DURING THE VERSION 0.9 PERIOD, IT IS EXPECTED THAT THE EXCHANGE WILL FREQUENTLY BE CLOSED AND ACCESS TO THE WEBSITE RESTRICTED, FOR MAINTENANCE AND UPGRADES. YOU MAY THEREFORE BE UNABLE TO EXECUTE TRANSACTIONS ON THE EXCHANGE FOR EXTENDED PERIODS OF TIME. WHILE MANAGEMENT WILL UNDERTAKE TO TIMELY NOTIFY YOU OF ANY SUCH DOWN TIME, NO ASSURANCE OR WARRANTY CAN BE GIVEN AS TO THE FREQUENCY OR EXTENT OF ANY SHUTDOWN, NOR WILL THE EXCHANGE BE LIABLE FOR ANY DAMAGES, CONSEQUENTIAL OR OTHERWISE, CAUSED BY YOUR INABILITY TO ACCESS THE EXCHANGE AT ANY TIME DURING THE VERSION 0.9 PERIOD. YOU ARE THEREFORE ADVISED NOT TO ENTER INTO TIME-CRITICAL TRANSACTIONS DURING THE VERSION 0.9 PERIOD.
(C)YOU ACKNOWLEDGE AND UNDERSTAND THAT: (a) THE VERSION 0.9 SOFTWARE AND VERSION 0.9 TEST MATERIALS ARE STILL IN DEVELOPMENT, ARE EXPERIMENTAL IN NATURE, AND WILL BE UNDERGOING TESTING; (b) THE OPERATION THEREOF WILL NOT BE UNINTERRUPTED OR ERROR-FREE; AND (c) THAT ANY USE OF THE VERSION 0.9 SOFTWARE IS DONE ENTIRELY AT YOUR OWN RISK.
- Damages.THE EXCHANGE SHALL NOT BE LIABLE FOR ANY: (a) ECONOMIC, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER CLAIMED UNDER CONTRACT, INDEMNITY, TORT OR ANY OTHER LEGAL THEORY; (b) LOSS OF OR DAMAGE TO YOUR DATA OR PROGRAMMING; OR (c) COMPUTER SOFTWARE OR HARDWARE INTERRUPTION OR MALFUNCTIONS. IN NO EVENT SHALL THE LIABILITY OF THE EXCHANGE UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE VERSION 0.9 SOFTWARE OR THE VERSION 0.9 TEST MATERIALS EXCEED FIFTY DOLLARS ($50), REGARDLESS OF THE CAUSE OF ACTION.
- Contact.If you have any questions about this Agreement, or if you want to contact the Exchange for any reason, please send all correspondence to [email protected].
- Entire Agreement.This Agreement constitutes the entire agreement between You and the Exchange with respect to the subject matter hereof and supersedes all previous proposals (both oral and written), negotiations, representations, commitments, writings, agreements, and all other communications between You and the Exchange. This Agreement may not be released, discharged, changed or modified other than in accordance with its terms except by an instrument in writing signed by a duly authorized representative of each of the parties hereto.
- Remedies.All rights and remedies conferred under this Agreement or by any other instrument or law shall be cumulative and may be exercised singularly or concurrently.
- Choice of Law and Jurisdiction.This Agreement shall be governed by and construed under and pursuant to the laws of the State of Delaware, exclusive of the laws relating to conflict of laws.
- No Assignment.You may not assign, sell, convey, sublicense or otherwise transfer the V. 0.9 Software, V. 0.9 Test Materials, any component thereof or any right or interest therein, this Agreement, or any of Your rights or obligations under this Agreement, to any other party, either voluntarily or involuntarily, directly or indirectly, whether by operation of law or otherwise. For purposes of this Agreement, any merger, consolidation, or direct or indirect change in control of You shall be deemed an assignment. Any assignment in violation of the terms hereof shall be void and of no force or effect.
- Severability.If any term, clause or provision of this Agreement shall be judged invalid for any reason whatsoever by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to have been modified, to the extent necessary to make it valid and enforceable or, if such term, clause or provision cannot be so modified, it shall be deemed deleted from this Agreement.
- No Waiver.The failure of either party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other party of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of either party to enforce each and every such provision thereafter. The express waiver by either party of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
- Injunctive Relief.You acknowledge that because of the confidential and proprietary nature of the V. 0.9 Software and V. 0.9 Test Materials, neither termination of this Agreement, arbitration, nor an action at law would be an adequate remedy for a breach by You of this Agreement. Accordingly, You agree that, in the event of such breach, the Exchange will be irreparably harmed and, in addition to all other remedies which the Exchange may have, the Exchange shall be entitled to relief in equity, including a temporary restraining order, temporary or preliminary injunction, and permanent mandatory or prohibitory injunction to restrain the continuation of any such breach or to compel compliance with the provisions of this Agreement without the necessity of proof of actual damage.