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(2)[In addition to the foregoing, you also represent and warrant that you are not a citizen or resident of a state, country, territory or other jurisdiction that is embargoed by Germany or where your use of the Portal or the Services would be illegal or otherwise violate any applicable law.]
PART 1: Modifications
We reserve the right, in our sole discretion, to modify this Agreement from time to time. If we make any modifications, we will notify you by updating the date at the top of the Agreement. All modifications will be effective when they are posted, and your continued use of the Portal will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using the Site.
Part 2: Eligibility
2.1 Access
To access or use the Portal, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least eighteen years old and have the full right, power, and authority to enter into and comply with the terms and conditions of this Agreement on behalf of yourself and any company or legal entity for which you may access or use the Portal. You further represent that you are not a citizen, resident, or member of any jurisdiction or group that is subject to economic sanctions by Germany, or where your use of the Portal would be illegal or otherwise violate any applicable law. You further represent that your access and use of the Portal will fully comply with all applicable laws and regulations, and that you will not access or use the Portal to conduct, promote, or otherwise facilitate any illegal activity (collectively, as described in Section 2.2. the "Prohibited Activity)
2.2 Prohibited Activity
As a condition to accessing or using the Portal, you will not: a) violate any applicable law, including, without limitation, any relevant and applicable anti- money laundering and anti-terrorist financing laws, such as the Bank Secrecy Act, each as may be amended; b) infringe on or misappropriate any contract, intellectual property or other third-party right, or commit a tort while using the Portal or Protocol; c) use the Portal or Protocol in any manner that could damage, disable, overburden, or impair the functioning of the Portal in any manner; d) attempt to circumvent any content filtering techniques or security measures that we employ on the Portal, or attempt to access any service or area of the Portal that you are not authorized to access; e) use the Portal to pay for, support, or otherwise engage in any illegal gambling activities, fraud, money-laundering, or terrorist activities, or other illegal activities; f) use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Portal or Protocol or to extract data; g) introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Portal; h) provide false, inaccurate, or misleading information; i) use the Portal from a jurisdiction that we have, in our sole discretion, or a relevant Governmental Authority has determined is a jurisdiction where the use of the Portal is prohibited; or (l) encourage or induce any third party to engage in any of the activities prohibited under this Section.
PART 3: Representation or Warranty
You expressly understand and agree that your use of the Service is at your sole risk.
The Portal is provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, we disclaim any representations and warranties of any kind, whether express, implied, or statutory, including (but not limited to) the warranties of merchantability and fitness for a particular purpose. You acknowledge and agree that your use of the Portal is at your own risk. We do not represent or warrant that access to the Portal will be continuous, uninterrupted, timely, or secure; that the information contained in the Portal will be accurate, reliable, complete, or current; or that the Portal will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement that we make should be treated as creating any warranty concerning the Portal. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Portal. You expressly understand and agree that we are building up a community based basic income system with the complementary currency called Circles. As such, we may, restrict your access to, or otherwise impose conditions or restrictions upon your use of, the Protocol or the Portal, with or without prior notice, in our sole discretion.
Part 4: Disclaimer of Fiduciary Duties
This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.
Part 5: No Professional Advice
All information provided by the Portal is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained in the Portal. Before you make any financial, legal, or other decisions involving the Portal, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.
Part 6: Release of Claims
You expressly agree that you assume all risks in connection with your access and use of the Portal and your interaction with the Protocol. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Portal and your interaction with the Protocol.
Part 7: Indemnity
You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of the Portal; (b) your violation of any term or condition of this Agreement, the right of any third party, or any other applicable law, rule, or regulation; and (c) any other party’s access and use of the Portal with your assistance or using any device or account that you own or control.
Part 8: Limitation on liability
Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including (but not limited to) damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access or use of the Portal, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Portal or the information contained within it. We assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from any access or use of the Portal; (c) unauthorized access or use of any secure server or database in our control, or the use of any information or data stored therein; (d) interruption or cessation of function related to the Portal; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the Portal; (f) errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through the Portal; and (g) the defamatory, offensive, or illegal conduct of any third party. Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount you paid to us in exchange for access to and use of the Portal, or $100.00, whichever is greater. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in this Agreement may not apply to you. This limitation of liability shall apply to the fullest extent permitted by law.
PART 9: Dispute Resolution
We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to [hello@joincircles.net] so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren’t able to reach an informal resolution within sixty days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below.
Any claim or controversy arising out of or relating to the Portal, this Agreement, or any other acts or omissions for which you may contend that we are liable, including (but not limited to) any claim or controversy as to arbitrability (“Dispute”), shall be finally and exclusively settled by arbitration under the [JAMS Optional Expedited Arbitration Procedures.] You understand that you are required to resolve all Disputes by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to JAMS rules. [The arbitration will be held in the city of London, in the United Kindom unless you and we both agree to hold it elsewhere.] Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
PART 10: Class Action and Jury Trial Waiver
You must bring any and all Disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and we both agree to waive the right to demand a trial by jury.
PART 11:
11.1
Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
11.2
Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement.
11.3
You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our “Communications”) that we provide in connection with the Portal. You agree that we may provide our Communications to you by posting them on the Portal or by emailing them to you at the email address you provide in connection with using the Services, if any.
11.4
Circles is using, in case of legal disputes, German laws.
C/O Full Node
Skalitzer Str. 85
10997 Berlin