Terms of Service
Latest updates: May 15, 2024
This end-user agreement (the "Agreement") should be read by you (the "User" or "you") in its entirety prior to your use of Ancient8’s service or products. Be aware that this Agreement constitutes a legally binding agreement between you and Ancient8 (referred to herein as "Ancient8", "us" or "we") which owns the website on the Internet at https://ancient8.gg/ (the “Site” or “Platform”) and operates the Service (the "Service"). By using the Site, its subdomains, and any services available within the site, including mobile applications (collectively the "Services"), you agree to be bound by these Terms of Service as well as our Privacy Policy. If you do not agree to the Terms of Service herein, do not use the Site or Services. The Site and Services are provided by Metacyber8 Limited (also referred to as “Company”) a company incorporated in the British Virgin Islands (BVI).
Company reserves the right, at its sole discretion, to amend, change, modify, add or remove portions of these Terms of Service at any time.
We offer a wide range of products and services, and additional terms may apply. When you use Company’s Services, you will also be subject to the guidelines, terms, and agreements applicable to that particular service (the "Service Terms"). If these Terms of Service are inconsistent with the Service Terms, the Service Terms will control.
1. General Conditions of Use
1. 1. By signing up to use an Account through any of the Ancient8 Clients’ social websites made available through the Ancient8 Platform, you agree to comply with and be legally bound by this Agreement. If you do not agree to any of the terms set forth in this Agreement or any subsequent modification to the Agreement, you may not access or use any of the Ancient8 Services and must cancel your Ancient8 Account immediately.
1.2. We may amend or modify this Agreement by posting such amended or modified Agreement (“Revised Agreement”) on the Ancient8 Platform or by notifying you about the changes via email. Your continued use of the Services following the published updates to the terms will mean that you accept and agree to the changes.
1.3. To be eligible to use the Ancient8 Services, you must be at least 18 years old (or the applicable age of majority and contractual capacity in each qualifying jurisdiction). By accessing or using the Ancient8 Services you represent and warrant that you are 18 or older and you have full legal capacity and authority to agree and bind yourself to these Service Terms. If you act as an employee or agent of a legal entity, and enter into these Service Terms on their behalf, you represent and warrant that you have all the necessary rights and authorizations to bind such legal entity.
1.4. Ancient8 disclaims any and all warranties, expressed, implied or statutory, in connection with the service which is provided to you "as is" and we provide you with no warranty or representation whatsoever regarding its quality, fitness for purpose, completeness, or accuracy.
1.5. The term "Ancient8", its domain names and any other trademarks, or service marks used by Ancient8 as part of the Service (the "Trademarks"), are solely owned by Ancient8. In addition, all content on the website, including, but not limited to, the images, pictures, graphics, photographs, animations, videos, music, audio, and text (the "Site Content") belongs to Ancient8 and is protected by copyright and/or other intellectual property or other rights. You hereby acknowledge that by using the Service, you obtain no rights in the Site Content and/or the Trademarks, or any part thereof. Under no circumstances may you use the Site Content and/or the Trademarks without Ancient8’s prior written consent. Additionally, you agree not to do anything that will harm or potentially harm the rights, including the intellectual property rights of Ancient8.
1.6. The Services, the Site and the Platform are not available to residents of Afghanistan, American Samoa, Angola, Armenia, Azerbaijan, Balkans, Belarus, Bosnia and Herzegovina, Botswana, Burundi, Cambodia, Cameroon, Canada, Central African Republic, Chad, Crimea of Ukraine, Cuba, Democratic People's Republic of Korea, Democratic Republic of the Congo, England and Wales, Eritrea, Ethiopia, Ghana, Guam, Guinea, Guinea-Bissau, Haiti, Iran, Iraq, Japan, Laos, Lebanon, Liberia, Libya, Madagascar, Mali, Mozambique, Myanmar (Burma), Nicaragua, Northern Mariana Islands, Pakistan, People’s Republic of China, Puerto Rico, Republic of the Congo, Russia, Somalia, South Sudan, Sri Lanka, Sudan, Syrian Arab Republic (Syria), Tajikistan, Trinidad and Tobago, Turkmenistan, Uganda, United Kingdom, Uzbekistan, Vanuatu, Venezuela, Virgin Islands (U.S.), Yemen, and Zimbabwe and any other jurisdiction in which accessing or using our protocol is prohibited (each a “Restricted Country”). We reserve the right to choose markets and jurisdictions to conduct business and may restrict or refuse the access of the Site and our Services in other countries or regions in our sole discretion.
1.7. Without limiting the foregoing, you represent, warrant, and covenant that you are not, and for the duration of the time you use the Services, will not be: (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the United Nations Security Council, the European Union, His Majesty’s Treasury, and U.S. Department of Treasury), or (b) a citizen, resident, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United Nations, European Union, any EU country, UK Treasury, or the United States. If at any point the above is no longer true, you must immediately cease using the Services.
2. Protocol
The Site is an interface that enables you to interact with Ancient8 Chain, which is a layer 2 decentralised autonomous smart contract system deployed on Ethereum (the “Protocol”). The Protocol is comprised of smart contracts deployed on the blockchain network(s) that operate in a decentralised and autonomous manner. These smart contracts can be reviewed, verified, used, copied, modified, and distributed by anyone (subject to the terms of the applicable license). Accordingly, there might be other interfaces enabling interaction with the Protocol that we neither control nor are affiliated with. Furthermore, anyone can interact directly with the Protocol bypassing us and other interfaces. You should carefully and thoroughly review and assess the Protocol and related software before you use them, and any such use shall be at your own risk. You should always do your own research.
You further acknowledge that we do not control the Protocol, its underlying blockchain networks, and any software through which such network is formed. We only provide the users with the Website being an interface to access the Protocol. Accordingly, in no event shall we be responsible for or held liable in connection with the Protocol, underlying blockchain networks or software, their operation, functioning, implementation, or use, and you hereby assume and accept any and all related risks, including the risk of possible losses and damages that you may incur in connection with the use thereof.
3. Accessing the Services
The Company grants you a revocable, non-exclusive, non-transferable, limited license to use the Services (information or software) on the Site in accordance with these Terms of Service and applicable Service Terms. This is the grant of a license, not a transfer of title, and under this license, you may not:
modify or copy the materials;
attempt to decompile or reverse engineer any software contained on the Site;
remove any copyright or other proprietary notations from the materials; or
transfer the materials to another person or "mirror" the materials on any other server.
This license shall automatically terminate if you violate any of these restrictions and may be terminated by Company at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
You must keep secret all credentials associated with the Services. You are solely responsible for managing and maintaining the security of any information relating to such credentials and agree that Company shall not be held responsible (and you shall not hold us responsible) for any unauthorized access to the Services or any resulting harm you may suffer.
You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
Your access to one or more Services may be contingent upon satisfaction of our onboarding processes, which may include verification of your identity and additional information we may request from time-to-time. The information we request may include, without limitation, personally identifiable information such as network address, name, email, address, telephone number, date of birth, taxpayer identification or social security number, official government-issued photo identification, and bank account information or other information we may reasonably deem helpful in satisfying our risk management or legal obligations. In providing this information to us you represent that it is accurate and agree to update your information promptly, but in no event later than 14 days following any change in your information. Failure to provide information or update it promptly may result in Services or funds being unavailable to you.
Any and all communications from the Company may be provided to you via electronic mail at the address you provided when accessing the Services. Company shall not be responsible for any harm you may suffer as a result of your failure to receive any notice provided to you in connection with your use of Services so long as such notice is provided to such email address. The Company may also communicate with you through other methods, including via telephone call, instant messaging or chat applications either operated by Company or a third party.
We may close, terminate, enable or disable any or all of the Services, or your access to the Services at any time and for any reason. When accessing our Site or attempting to use our Services, you represent that you have not been previously suspended or removed from using our Services.
4. Disclaimer
COMPANY DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, SYSTEM INTEGRATION, TITLE, NON-INFRINGEMENT AND/OR QUIET ENJOYMENT, AND ANY SERVICES PROVIDED BY COMPANY ARE PROVIDED "AS IS" AND "AS AVAILABLE". EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOU ACKNOWLEDGE THAT COMPANY MAKES NO WARRANTIES UNDER THIS AGREEMENT DIRECTLY FOR THE BENEFIT OF ANY END USER, AND THAT COMPANY’S OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF YOU ONLY, AND NOT FOR THE BENEFIT OF ANY OTHER PERSON. IN ENTERING INTO THIS AGREEMENT, YOU REPRESENT THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY OF COMPANY OR ITS AFFILIATES EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SERVICES SHALL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
Any statements and representations made by us or on our behalf, and any use of the tokens issued by us (the “Tokens”) or of any platform, service or protocol upon which our Tokens operate (the “Project”), regardless of whether such Project is owned, operated, developed or otherwise controlled by us, shall be subject to this disclaimer.
The Project, while not owned, operated, developed or otherwise controlled by us, may be provided on an “as is” and “as available” basis, without warranty of any kind, either expressed or implied, including, without limitation, warranties that the Project is free of defects, vulnerabilities, merchantable, fit for a particular purpose or non-infringing. Any use of the Project shall be at your own risk. In no event shall we be held liable in connection with or for any claims, losses, damages or other liabilities, whether in contract, tort or otherwise, arising out of or in connection with the Project or its operation or use.
5. Risk of Digital Assets and Decentralized Networks
Please note that all transactions involving digital assets or cryptocurrencies with a certain value that are based on blockchain or cryptography technologies that are issued and managed in a decentralized form involve substantial risks. You should therefore carefully consider whether using our Services is suitable for you in light of your financial condition. In considering whether to hold digital assets, you should be aware that the price or value of digital assets can change rapidly, decrease, and potentially even fall to zero. Past performance is not an indicator of future performance. You acknowledge that we are not responsible for any loss of your digital asset resulting from theft, loss, or mishandling of digital asset private keys outside our control.
We do not warrant or represent that the Tokens, the Project or any such related software are secure or safe, or protected from phishing, malware or other malicious attacks. Further, the Tokens, the Project and their related software may contain weaknesses, bugs, vulnerabilities, viruses or other defects which may have a material adverse effect on the operation of the Tokens, the Project or any such related software or may lead to losses and damages for you, other users of the Tokens, the Project or any such related software or third persons.
The Tokens, the Project and their related software are or will be deployed on the Ethereum blockchain main network, and later may be deployed on other blockchains. As a result, any malfunction, breakdown or abandonment of such blockchain(s) may have a material adverse effect on the Tokens, the Project or such related software. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Tokens, the Project or such related software, and related blockchain software by rendering ineffective the cryptographic consensus mechanism that underpins the blockchain.
The underlying logic of the Tokens, the Project and their related software may be flawed, defective or impaired, which can result in smart-contracts operating incorrectly or not as expected, or transactions being executed in violation of logic which underpins the smart-contracts, which can lead to partial or complete loss of digital assets used in the transaction.
We are not responsible for any digital asset market and we make no representations or warranties concerning the real or perceived value of digital assets as denominated in any quoted currency. Although we may provide historical and/or real-time data regarding the price of digital assets, we make no representations regarding the quality, suitability, truth, usefulness, accuracy, or completeness of such data, and you should not rely on such data for any reason whatsoever. You understand and agree that the value of digital assets can be volatile, and we are not in any way responsible or liable for any losses you may incur by using or transferring digital assets in connection with our Services.
Digital assets, blockchain technology, and any related software and services are subject to legal and regulatory uncertainty in the United States and other jurisdictions throughout the world. You acknowledge and understand that legislative and regulatory changes or actions may adversely affect the usage, transferability, transactability and accessibility of the Services, the Site, the Platform and/or digital assets in general.
The information and descriptions contained in the Website are not to be construed as an offering memorandum, advertisement or prospectus. Accordingly, this information is not intended to be a complete description of all terms, exclusions and conditions applicable to the Services described in this Website. This Website and any information or materials contained in it do not constitute the distribution, an offer or solicitation of any kind to purchase or sell any product, security or instrument whatsoever nor should they be construed as providing any type of investment or other advice or recommendations by us, any of our affiliates or third parties to any person in any jurisdiction where such distribution, offer, solicitation, purchase or sale would be unlawful under the laws of such jurisdiction. We do not provide investment advice and any content contained on the Site should not be considered as a substitute for tailored investment advice. The contents of our Site and the Services should not be used as a basis for making investment decisions. Before you make any financial, legal, or other decisions involving our Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.
6. Your Representations and Warranties
Prior to your use of the Service and on an ongoing basis you represent, warrant, covenant, and agree that:
6.1. There is a risk of losing cryptocurrency & other funds of value when using the Service and Ancient8 has no responsibility to you for any such loss;
6.2. Your use of the Service is at your sole option, discretion, and risk. You hereby accept full responsibility for any consequences that may arise from your use of the Services, and expressly agree and acknowledge that Ancient8 shall have absolutely no liability in this regard.
6.3. You are solely responsible for any applicable taxes which may be payable on cryptocurrency traded or transacted by you through your using the Service;
6.4. Any cryptographic tokens, blockchain technology, or distributed ledger technology-related projects are new and relatively untested, and outside of both our and our Clients’ exclusive control. Any adverse changes in market forces, technology, and regulatory environment impacting our performance under this Agreement shall absolve us from responsibility in this regard, including but not limited to hacking attacks, possible theft, unfavorable regulatory action, or unclear legal/tax status of cryptographic tokens.
6.5. (i) You are eighteen years of age or older, (ii) you are of the age of majority in your jurisdiction, (iii) you are accessing the Service from a jurisdiction in which it is legal to do so, and you are not from any Restricted Country, (iv) your use of the Services is not prohibited by applicable law, and at all times compliant with applicable law, (v) you are aware of the risks associated with transactions of encrypted or digital tokens or cryptocurrencies with a certain value that are based on blockchain and cryptography technologies and are issued and managed in a decentralized form and (v) you are solely responsible and will assume all risks for use of the Services and, if applicable, for all activities that occur on or through your User Account.
6.6 You may not use our services (or facilitate others to use our services) to:
Undertake any illegal or fraudulent activity, including violation of intellectual property rights of Ancient8 or any other party;
Undertake any activity that is threatening or abusive or be likely to harass, upset, embarrass or annoy any other person;
Undertake any activity that promotes violence, terrorism, child sexual exploitation, abuse or other serious harm;
Publishes or seek to disseminate any defamatory, obscene, offensive or misleading material, in the reasonable opinion of Ancient8; Avoid or circumvent any applicable sanctions, including those maintained by the United Nations Security Council (“UNSC”), the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the Australian Government Department of Foreign Affairs and Trade (“DFAT”) or any other applicable regime;
Breach any legal duty owed to a third party or promote illegal activity;
Generate excessive volume of calls to Ancient8’s systems or APIs, such as to attempt to provide an unfair advantage to a specific market making tool over other market participants;
Solicit Ancient8’s users for commercial purposes or disparage Ancient8 or our partners;
Seek to pre-fetch, cache, index, copy, re-utilise, extract, incorporate, store (including in a database) or otherwise utilise any of Ancient8’s products or services in a way which would effectively circumvent the Platform or any automated fee calculation or collection;
Undertake any activity that would have the effect of reselling the services and functions which Ancient8 provides other than as permitted via agreement with Ancient8;
Attempt to compromise, break or circumvent any technical processes or security of our systems or the systems of anyone else, including to through exposure to any viruses or other harmful program;
Generates misleading or fraudulent trading activity, such as initiating trades in which the buyer and seller wallet address is controlled by the same person(s);
Contribute to an effort to build a similar product or a competitive product to any Ancient8 product or service;
Give the impression that the user’s conduct originates from Ancient8 or is approved by Ancient8; or
Undertake any action which in Ancient8’s determination, at their sole discretion, acting reasonably, is undesirable or not in accordance with the service’s permitted purpose(s).
7. Know your Customer (“KYC”) and Anti-Money Laundering (AML) Policy
Ancient8 is a permissionless, fully decentralized platform. As a software development company, Ancient8 has no role in enforcing KYC by default, however, we do provide such tools for fundraising entities using Ancient8 to enforce on their users, if the entities choose to do so. The use of KYC/AML tools on Ancient8 by fundraising entities using the Service is completely at the discretion of said entities.
Although Ancient8 makes no warranty as to the merit, legality, or juridical nature of any token (including whether or not it is considered a security or financial instrument under any applicable Securities Laws), token sale or fundraiser on top of Ancient8, we nonetheless understand the need of some token projects to require KYC/AML on their token sale participants.
Therefore, and at the sole behest of fundraising entities and/or competent regulatory authorities, Ancient8 reserves the right at any time:
To ask for any KYC documentation it deems necessary to determine the identity and location of a User.
To restrict service and payment until identity is sufficiently determined.
To share submitted KYC information and documentation to 3rd parties to verify the authenticity of submitted information, and the end-user (you) agrees to this by using the Service.
To confiscate any and all funds that are found to be in violation of relevant and applicable anti-money laundering (AML) and countering terrorism financing (CFT) laws and regulations, and to cooperate with the competent authorities when and if necessary.
8. User Contributions
You represent and warrant that you own or control all rights in and to any content including, without limitation, all data you input into the Site or Services.
You understand and acknowledge that you are responsible for any data you submit to the Site or Services, and you, not Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
9. Third Party Services
The Services may include services, content, and information owned, made available, or otherwise licensed by a third party (“Third-Party Services”) or contain links to Third Party Services. We do not control, endorse or adopt any Third Party Content and have no responsibility for Third Party Content, including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable in your jurisdiction. The integration or inclusion of such Third-Party Services does not constitute or imply any endorsement or recommendation. In addition, your dealings or correspondence with such third parties are solely between you and the third party. We are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings and your use of Third Party Content is at your own risk.
Ancient8 makes no representations and excludes all warranties and liabilities arising out of or pertaining to such Third Party Services, including its accuracy or completeness.
All intellectual property rights in and to Third-Party Services are the property of the respective third parties.
10. Limitation of Liability
IN NO EVENT SHALL COMPANY, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, ATTORNEYS, AGENTS, EMPLOYEES OR REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL LOSSES OR DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SITE, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR THIS AGREEMENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF COMPANY HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FOR EXAMPLE (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL LOSSES OR DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU FOR ANY DAMAGES, LOSSES OR CAUSES OF ACTION EXCEEDING ONE HUNDRED UNITED STATES DOLLARS (US$100).
COMPANY SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES CAUSED IN WHOLE OR IN PART BY (A) UNSUPPORTED SOFTWARE OR HARDWARE; (B) THE MALFUNCTION, UNEXPECTED FUNCTION OR UNINTENDED FUNCTION OF ANY COMPUTER OR CRYPTOCURRENCY NETWORK, INCLUDING WITHOUT LIMITATION LOSSES ASSOCIATED WITH NETWORK FORKS, REPLAY ATTACKS, DOUBLE-SPEND ATTACKS, SYBIL ATTACKS, 51% ATTACKS, GOVERNANCE DISPUTES, MINING DIFFICULTY, CHANGES IN CRYPTOGRAPHY OR CONSENSUS RULES, HACKING OR CYBERSECURITY BREACHES; (C) THE CHANGE IN VALUE OF ANY DIGITAL ASSET; (D) ANY CHANGE IN LAW, REGULATION OR POLICY, OR (E) FORCE MAJEURE EVENT. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
11. Intellectual Property
Unless otherwise indicated by us, The Ancient8 Platform and all Ancient8 Services, including their design elements or concepts and all other present and future intellectual property rights and rights in the nature of intellectual property rights that exist in or in relation to the use and access including, but not limited to, all trademarks, are the property of Ancient8 or our licensors or suppliers and are protected by applicable intellectual property laws. Unless otherwise expressly provided, we do not give any implied license for the use of the contents of the Site or the Services.
You accept and acknowledge that the material and content contained in or delivered by the Site or the Services is made available for your personal, lawful, non-commercial use only and that you may only use such material and content for the purpose of using the Site or the Services as set forth in this agreement.
You further acknowledge that any other use of content from the Site or the Services is strictly prohibited and you agree not to infringe or enable others to infringe our intellectual property rights. You agree to retain all copyrighted and other proprietary notices contained in the materials provided via the Site or the Services on any copy you make of the material but failing to do so shall not prejudice Company’s intellectual property rights therein.
You may not sell or modify materials derived or created from the Site or the Services or reproduce, display, publicly perform, distribute or otherwise use the materials in any way for any public or commercial purpose. Your use of such materials on any other website or on a file-sharing or similar service for any purpose is strictly prohibited. You may not copy any material or content derived or created from the Site or the Services without our express, written permission.
Any rights not expressly granted herein to use the materials contained on or through the Site or the Services are reserved by Company in full.
12. Indemnification
You agree to indemnify and hold harmless Company, its affiliates subsidiaries and their respective shareholders, directors, managers, members, officers, suppliers, contractors and employees from any and all potential or actual claims, demands, actions, proceedings, investigations, suits, damages, losses, costs or expenses, including without limitation, reasonable legal fees, fines or penalties arising out of or relating to your or any other person’s use of your credentials or User Account in connection with: (a) use of the Site or Services; (b) breach of these Terms of Service or any other policy; (c) feedback or submissions you provide; (d) false, incomplete, or misleading information relied upon by us to verify your identity and source of funds, where applicable; or (e) violation of any rights of any other person or entity; provided however, that you shall not indemnify Company for claims or losses arising out of Company’s gross negligence or willful misconduct. This indemnity shall apply to your successors and assigns and shall survive any termination or cancellation of this agreement.
13. Jurisdiction and Governing Law
All matters relating to the Website and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the British Virgin Islands. For litigation arising from this Agreement, the Parties submit to the exclusive jurisdiction of the arbitration in the British Virgin Islands. Furthermore, if any arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and costs.
EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, YOU AGREE THAT ANY CLAIM YOU MAY HAVE AGAINST US SHALL BE BROUGHT INDIVIDUALLY AND YOU SHALL NOT JOIN SUCH CLAIM WITH CLAIMS OF ANY OTHER PERSON OR ENTITY OR BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION AGAINST US. YOU FURTHER AGREE TO EXPRESSLY WAIVE YOUR RIGHT TO A TRIAL BY JURY.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICES OR SITE MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
14. Confidential Information
Definition. Each party to these Terms (a "Receiving Party") may have access to, or become acquainted with, certain non-public confidential information of the other party (a "Disclosing Party") including without limitation all information clearly identified as confidential at the time of disclosure (“Confidential Information”). You and Company further agree that, subject to the rights and licenses granted herein, each party's Confidential Information shall include all non-public information regarding the Disclosing party, including without limitation any customer, customer prospect, the terms, conditions and pricing set forth in any agreement and its Order Form(s), marketing, technical, business and/or strategic plans or information provided by the Disclosing Party to the Receiving party in the performance of the Services under the Agreement.
Use and Disclosure. Each party agrees as follows: (a) to use the Confidential Information of the Disclosing Party only for the purposes permitted by the Agreement, or as otherwise permitted by the Agreement; (b) to take all reasonable steps to ensure that the Disclosing Party’s Confidential Information is not disclosed or distributed by the Receiving Party’s employees or agents in violation of the Agreement, but in no event will either party use less effort to protect the Confidential Information of the Disclosing Party than it uses to protect its own Confidential Information of like importance; (c) to restrict access to the Confidential Information disclosed by the Disclosing Party to such of the Receiving Party’s employees, agents and third parties, if any, who have a need to have access and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with the Agreement; and (d) to return or destroy all Confidential Information of the Disclosing Party’s written request, after termination of the Agreement. The Receiving Party will not be obligated under this confidentiality section with respect to information that: (a) is or has become readily publicly available through no act or omission of the Receiving Party or its employees or agents; (b) is received from a third party lawfully in possession of such information and the Receiving Party has no knowledge of any disclosure restrictions on such third party to disclose such information; (c) is disclosed to a third party by the Disclosing Party without restriction on disclosure; (d) was rightfully in the possession of the Receiving Party without restriction prior to its disclosure by the Disclosing Party; or (e) was independently developed by employees or consultants of the Receiving Party without reliance on, or reference to, such Confidential Information.
Permitted Disclosures. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the Disclosing Party must provide the Receiving Party with sufficient advance notice of the agency’s request for the information to enable the Receiving Party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information, to the extent permitted by applicable law.
15. Miscellaneous
Force Majeure. If by reason in whole or in part of any Force Majeure Event, either you or Company is delayed or prevented from complying with these Terms of Service, then such delay or non-compliance shall not be deemed to be a breach and no loss or damage shall be claimed by you or Company by reason thereof. "Force Majeure Event" means any event beyond the party’s reasonable control, including, but not limited to, flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, failure in bank performance, or equipment or software malfunction including network splits or "forks" or unexpected changes in a computer network upon which the Services rely.
You agree to indemnify and hold harmless Ancient8, its affiliates, subsidiaries, licensors, and their respective directors, officers, members, managers, employees, and agents from and against any and all claims and expenses arising out of your use of the Services, a breach of any provision of these Terms by you or any person using the Services on your behalf, a breach by you of any applicable laws, or any third-party claim to the extent arising from or connected with an allegation that your use of the Services in accordance with these Terms infringes any rights of a third party.
Taxes. It is your responsibility to determine what, if any, taxes apply due to your use of the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. Company is not responsible for determining and will not advise whether taxes apply to your use of the Services.
Severability and Reformation. In the event that any provision of these Terms of Service is unenforceable under applicable law, the validity or enforceability of the remaining provisions will not be affected. To the extent any provision of these Terms of Service is judicially determined to be unenforceable, a court of competent jurisdiction may reform any such provision to make it enforceable.
Waiver. No waiver by Company of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
Assignment. These Terms of Service shall be binding on your successors, heirs, personal representatives, and assigns. You may not assign or transfer any of your rights or obligations without prior written consent of Company, which may be withheld in Company’s sole discretion. We may assign rights or delegate duties under these Terms of Service in our sole discretion.
Relationship of the Parties. Nothing in this agreement is intended to, nor shall create any partnership, joint venture, agency, consultancy or trusteeship. You and Company are independent contractors for purposes of this agreement.
Contact Information. You may contact us via support@ancient8.gg
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