These terms of service, together with any documents and additional terms they incorporate by reference (collectively, these “Terms”), are entered into between GoPlugin (“Plugin,” “we,” “us,” and “our”) and you or the company or other legal entity that you represent (“you” or “your”).
We reserve the right, in our sole discretion, to modify these Terms from time to time. If we make changes, we will provide you with notice of such changes by sending an email, providing a notice through the Website or our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, any modifications are effective immediately, and your continued use of the Website or our Services will confirm your acceptance of the changes. If you do not agree to the amended terms, you must stop using our Services.
The Website enables users to access open-source documentation and related services, including (without limitation) oracle and node operator software and resources, data and computation services, information about the software (“Plugin Network”), and resources for the Plugin community (the “Services”). Some Services offered by us or other participants in the XDC Network require payment or otherwise involve the use of an underlying blockchain or other decentralized or permission infrastructure (“Distributed Ledger Technology”), which may require that you pay a fee, such as “gas” charges on the XDC network, for the computational resources required to perform a transaction on the particular Distributed Ledger Technology (such payments and fees, “Charges”). You acknowledge and agree that Plugin has no control over any Distributed Ledger Technology transactions, the method of payment of any Charges, if applicable, or any actual payments of Charges, if applicable. Accordingly, you must ensure that you have a sufficient balance of the applicable Distributed Ledger Technology network tokens stored at your Distributed Ledger Technology-compatible wallet address (“Distributed Ledger Technology Address”) to complete any transaction on the Plugin Network or the Distributed Ledger Technology before initiating such a transaction
2. YOUR REPRESENTATIONS AND WARRANTIES; CONDITIONS
You must be able to form a legally binding contract online either on behalf of a company or as an individual to use the Website or the Services. Accordingly, you represent that you have the legal authority to bind the company or other legal entity to these Terms (if you are agreeing to these Terms on behalf of a company or other legal entity) and you are at least 18 years old (or the age of majority where you reside, whichever is older), can form a legally binding contract online, and have the full, right, power and authority to enter into and to comply with the obligations under these Terms. Additionally, you represent and warrant that you are not a citizen or resident of a state, country, territory, or other jurisdiction that is embargoed by the Sharjah UAE or where your use of the Website or the Services would be illegal or otherwise violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement or guideline, published or in force which applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over Plugin, you, the Website or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity (“Applicable Law”).
As a condition to accessing or using the Services or the Website, you represent, warrant, and agree that you: (i) will only use the Services and the Website for lawful purposes and in accordance with these Terms; (ii) will ensure that all information that you provide on the Website is current, complete, and accurate; (iii) will maintain the security and confidentiality of access to your Distributed Ledger Technology Address; and (iv) agree (A) that no Protected Party (defined below) will be responsible for any loss or damage incurred as the result of any interactions you have with other users of the Website, Services or the Plugin Network, including any loss of Plugin’s utility tokens (“PLI Tokens”), any other tokens or another unit of value; and (B) if there is a dispute between you and any other site or another user, no Protected Party will be under any
3. CHANGES; SUSPENSION; TERMINATION
The Plugin Network is intended to be decentralized and self-operating, with or without any Services provided by Plugin. Accordingly, we may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable, temporarily or permanently, the Services offered by Plugin, in whole or in part, for any reason whatsoever, including, but not limited to, as a result of a security incident.
We will not be liable for any losses suffered by you resulting from any modification to any Services or from any suspension or termination, for any reason, of your access to all or any portion of the Website or the Services.
All of these terms will survive any termination of your access to the Website or the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive.
4. ELECTRONIC NOTICES
You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our “Communications”) that we provide in connection with these Terms or any Services. You agree that we may provide our Communications to you by posting them on the Website or through the Services or by emailing them to you at the email address you provide in connection with using the Services. You should maintain copies of our communications by printing a paper copy or saving an electronic copy. You may also contact our support team to request additional electronic copies of our Communications by filing a support request at firstname.lastname@example.org
You will defend, indemnify, and hold harmless Plugin, our affiliates, and our and our affiliates’ respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers, licensors, and contractors (collectively, Protected Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to your use of, or conduct in connection with, the Website, Services, the Plugin Network or PLIL Tokens, Distributed Ledger Technology assets associated with your Distributed Ledger Technology Address, any other digital assets, any Feedback or User Content; your violation of these Terms; your violation of Applicable Law or regulations; or your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Protected Party, Plugin (or, at its discretion, the applicable Protected Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Plugin wishes to settle, and if so, on what terms.
6. DISCLOSURES; DISCLAIMERS
The Website, the Services, and the Plugin open-source software do not constitute advice or a recommendation concerning any commodity, security, or other asset. The plugin is not acting as an investment adviser or commodity trading adviser to any person.
The plugin does not own or control the underlying software protocols that are used in connection with the Pli Tokens. In general, the underlying protocols are open-source and anyone can use, copy, modify, and distribute them. The plugin is not responsible for the operation of the underlying protocols, and the Plugin makes no guarantee of its functionality, security, or availability.
To the maximum extent permitted under Applicable Law, the Website and the Services (and any of their content or functionality) provided by or on behalf of us are provided on an “AS IS” and “AS AVAILABLE” basis, and we expressly disclaim, and you hereby waive, any representations, conditions or warranties of any kind, whether express or implied, legal, statutory or otherwise, or arising from statute, otherwise in law, course of dealing, or usage of trade, including, without limitation, the implied or legal warranties and conditions of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights. Without limiting the foregoing, we do not represent or warrant that the Website or the Services (including any related data) will be uninterrupted, available at any particular time, or error-free. Further, we do not warrant that errors in the Website or the Service are correctable or will be corrected.
You acknowledge that your data on the Website or through the Services may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third-party providers, Internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control.
The disclaimer of implied warranties contained in these Terms may not apply if and to the extent such warranties cannot be excluded or limited under the Applicable Law of the jurisdiction in which you reside.
7. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES
In no event will Plugin, together with any Protected Party, be liable for any incidental, indirect, special, punitive, exemplary, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue, goodwill, profits or other business or financial benefit) arising out of or in connection with the Website, the Services and the Plugin Network (and any of their content and functionality), any execution or settlement of a transaction, any performance or non-performance of the Services, your Distributed Ledger Technology assets, other digital assets, PLI Tokens or any other product, service or other item provided by or on behalf of a Protected Party, whether under contract, tort (including negligence), civil liability, statute, strict liability, breach of warranties, or under any other theory of liability, and whether or not any Protected Party has been advised of, knew of or should have known of the possibility of such damages and notwithstanding any failure of the essential purpose of these Terms or any limited remedy nor is Plugin in any way responsible for the execution or settlement of transactions between users of Plugin open-source software or the Plugin Network.
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8. LIMITATION OF LIABILITY
In no event will the Protected Parties' aggregate liability arising out of or in connection with the Website, the Services, and the Plugin Network (and any of their content and functionality), any performance or nonperformance of the Services, your Distributed Ledger Technology assets, other digital assets, PLI Tokens or any other product, service or other item provided by or on behalf of a Protected Party, whether under contract, tort (including negligence), civil liability, statute, strict liability or other theory of liability exceed the number of fees paid by you to us under these Terms in the twelve (12) month period immediately preceding the event giving rise to the claim for liability.
9. DISPUTE RESOLUTION AND ARBITRATION
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Plugin and limits the manner in which you can seek relief from us unless you opt-out of arbitration by following the instructions set forth below. In addition, arbitration precludes you from suing in court or having a jury trial.
You and Plugin agree that any dispute arising out of or related to these Terms or our Services is personal to you and Plugin and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action, or any other type of representative proceeding.
Except for small claims disputes in which you or Plugin seeks to bring an individual action in small claims court located in the county or other applicable jurisdiction where you reside or disputes in which you or Plugin seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Plugin waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, for any dispute or claim that you have against Plugin or relating in any way to the Services, you agree to first contact Plugin and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Plugin by email at email@example.com or Contact C.01.01, first floor, Sharjah Research Technology, and Innovation Park P.O. Box 66636 Sharjah, UAE. The Notice must include your name, residence address, email address, and telephone number, describe the nature and basis of the claim, and set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Plugin cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by the American Arbitration Association (“AAA”), or, under the limited circumstances set forth above, in court. All disputes submitted to AAA will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in the Sharjah UAE, in accordance with the AAA Consumer Arbitration Rules (“AAA Rules”). The most recent version of the AAA Rules is available on the AAA website and is hereby incorporated by reference. You either acknowledge and agree that you have read and understand the AAA Rules or waive your opportunity to read the AAA Rules and waive any claim that the AAA Rules are unfair or should not apply for any reason.
You and Plugin agree that the enforceability of this Section 12 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms, and the AAA Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
The arbitrator, Plugin, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared, and presented for purposes of the arbitration or related to the disputes. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
You and Plugin agree that for any arbitration you initiate, you will pay the filing fee and Plugin will pay the remaining AAA fees and costs. For any arbitration initiated by Plugin, Plugin will pay all AAA fees and costs. You and Plugin agree that the courts of Sharjah sitting in the UAE have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Plugin will not have the right to assert the claim.
You have the right to opt-out of binding arbitration within 30 days of the date you first accepted the terms of this Section 12 by emailing us at firstname.lastname@example.org. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt-out of binding arbitration.
If any portion of this Section 12 is found to be unenforceable or unlawful for any reason, the unenforceable or unlawful provision will be severed from these Terms, severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 12 or the parties’ ability to compel arbitration of any remaining claims on an individual basis under this Section 12, and to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will stay pending the outcome of any individual claims in arbitration. Further, if any part of this Section 12 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 12 will be enforceable. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 12.
10. GOVERNING LAW
The interpretation and enforcement of these Terms, and any dispute related to these Terms, the Website, or the Services, will be governed by and construed and enforced in accordance with the laws of Sharjah UAE, as applicable, without regard to conflict of law rules or principles (whether of the Sharjah UAE or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. With respect to any other proceeding that is not subject to arbitration under these Terms, the courts located in Sharjah UAE will have exclusive jurisdiction. You waive any objection to venue in any such courts.
11. RISK FACTORS
You acknowledge the following serious risks to any use of the Website or the Services or the PLI Token and expressly agree to not hold any Protected Parties liable should any of the following risks occur:
Risk of Regulatory Actions in One or More Jurisdictions: The Website or the Services or the PLI Token could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of the Plugin to continue to develop the Website or Services, or which could impede or limit your ability to use the Website or Services or the PLI Token.
Risk of Alternative, Unofficial Plugin Networks: It is possible that alternative Plugin-based networks could be established, which utilize the same open-source code and open-source protocol underlying the Plugin Network and/or Services. The Plugin Network may compete with these alternative Plugin-based networks, which could potentially negatively impact the Plugin Network, the Services, and/or the PLI Token.
Risk of Insufficient Interest in the Plugin Network or Distributed Applications: It is possible that Plugin Network will not be used by a large number of external businesses, individuals, and other organizations and that there will be a limited public interest in the creation and development of distributed applications. Such a lack of interest could impact the development of the Plugin Network and the potential uses of PLI Tokens. The plugin cannot predict the success of its own development efforts or the efforts of other third parties.
The risk that the Website and Services, as Developed, Will Not Meet the Expectations of the User: You recognize that the Website, Services, and the Plugin Network are under development and may undergo significant changes over time. You acknowledge that any expectations regarding the form and functionality of the Plugin Network held by you may not be met for any number of reasons including a change in the design and implementation plans, specifications, and execution of the implementation of the Website, Services or the Plugin Network.
Risk of Security Weaknesses in the Plugin Network Core Infrastructure Software: The Website, Services, and the Plugin Network rest on open-source software, and there is a risk that the Protected Parties, or other third parties not directly affiliated with the Plugin, may introduce weaknesses or bugs into the core infrastructural elements of the Website, Services or the Plugin Network causing the system to lose PLI Tokens stored in one or more of your accounts or other accounts or lose sums of other valued tokens. Furthermore, despite our good faith efforts to develop and maintain the Website, Services and the Plugin Network, the Website, Services, and the Plugin Network may experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Website, Services, the Plugin Network and PLI Tokens.
Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography: Cryptography is an art, not a science. And the state of the art can advance over time. Advances in code cracking, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies and the Website, Services, and the Plugin Network which could result in the theft or loss of PLI Tokens. To the extent within its control and otherwise possible, Plugin intends to update the protocol underlying the Services and the Plugin Network to account for any advances in cryptography and to incorporate additional security measures, but it cannot predict the future of cryptography or guarantee that any security updates will be made in a timely or successful manner.
Risk of Blockchain Network Attacks: Any blockchain used for the Services and/or the Plugin Network may be susceptible to mining attacks, including but not limited to: double-spend attacks, reorganizations, majority mining power attacks, “selfish-mining” attacks, and work race condition attacks. Any successful attacks present a risk to the Services, the Plugin Network, the expected proper execution and sequencing of transactions, and the expected proper execution and sequencing of contract computations. Known or novel mining attacks may be successful.
Risk of Rapid Adoption and Insufficiency of Computational Application Processing Power of the Services and the Plugin Network: If the Services and/or the Plugin Network are rapidly adopted, the demand for transaction processing and distributed application computations could rise dramatically and at a pace that exceeds the rate with which Plugin services can be provided. Under such a scenario, the Services and Plugin Network could become destabilized, due to the increased cost of running distributed applications. In turn, this could dampen interest in the Services, the Plugin Network, and PLI Tokens. Insufficiency of computational resources and an associated rise in the price of PLI Tokens could result in businesses being unable to acquire scarce computational resources to run their distributed applications. This could result in lost revenues and disruption or halting of business operations.
Risks Associated with New and Evolving Laws: The Plugin Network, and by extension the Website and Services, may be subject to a variety of international laws and regulations, including those with respect to financial or securities regulations, consumer privacy, data protection, consumer protection, content regulation, network neutrality, cyber security, data protection, intellectual property (including copyright, patent, trademark and trade secret laws), defamation, and others. Such laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting Plugins could be enacted. As the Website, Services and Plugin Network evolve, we may be subject to new laws, and the application of existing laws to us might change. These laws and regulations are frequently costly to comply with and may divert a significant portion of the Plugin’s attention and resources or restrict the way the Plugin may operate. If we fail to comply with these applicable laws or regulations, we could receive negative publicity and be subject to significant liabilities which could adversely impact the Website, Services, and the Plugin Network and PLI Tokens. Additionally, Plugin node operators of the Plugin Network may be subject to industry-specific laws and regulations or licensing requirements. If any of these parties fail to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, the Plugin Network and/or PLI Tokens could be adversely impacted.
Market Risks: PLI Tokens are intended to be used solely in connection with the Plugin Network, and we do not support or otherwise facilitate any secondary trading or external valuation of PLI Tokens. This restricts the contemplated avenues for using PLI Tokens, and could therefore create illiquidity risk to PLI Tokens you hold. Even if secondary trading of PLI Tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to market-related risks. Furthermore, to the extent that third parties do ascribe an external exchange value to PLI Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
Specific Risks Relating to Value and Function of PLI Tokens: The utility benefits of using PLI Tokens to access services provided by Plugin node operators can only materialize through user-driven adoption over time. Such adoption depends on a variety of factors, including the pace of user adoption, and the organic community-driven expansion of the Plugin Network. As such, the extent of user adoption is entirely outside of our control and cannot be stated with any certainty. The price of PLI Tokens may fluctuate in response to competitive and market conditions affecting the general supply of and demand for user-requested services. These conditions are beyond our control. The value of PLI Tokens on the Plugin Network may be lower than the price at which it was purchased. The utility of PLI Tokens, and any value associated with that utility, will depend on the ability of the Plugin Network to adequately facilitate user-requested services. Inadequate supply may result in such services taking more time, while inadequate demand may make it difficult to obtain services, both of which may discourage participation in the Plugin Network. The compensation for providing Plugin node services in the Plugin Network will depend on the resale price for the PLI Tokens received for such services, which may be lower than the compensation that might have been received through other arrangements. No promises of future performance or value are or will be made with respect to PLI Token, including no promise of inherent value, no promise of continuing payments, and no guarantee that PLI Token will hold any particular value.
Unanticipated Risks: Cryptographic tokens such as PLI Tokens are a new and untested technology. In addition to the risks included in these Terms, there are other risks associated with the Services, the Plugin Network and PLI Tokens, including those that the Plugin cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in these Terms.
Any right or remedy of Plugin set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law or in equity. Our failure or delay in exercising any right, power, or privilege under these Terms will not operate as a waiver thereof. The invalidity or unenforceability of any of these Terms will not affect the validity or enforceability of any other of these Terms, all of which will remain in full force and effect. We will have no responsibility or liability for any failure or delay in performance of the Website or any of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction. You may not assign or transfer any right to use the Website or the Services, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval. Headings of sections are for convenience only and will not be used to limit or construe such sections. These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the parties regarding the Website and the Services. If there is a conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.