EFFECTIVE DATE: 30 January 2023
LAST UPDATE: 17 April 2023
TERMS OF SERVICE AGREEMENT
This page explains the terms for using Calimero Limited’s (“Calimero” “we,” or “us”) software, website, platform and online services, and any other software provided on or in connection with the Calimero services relating to the blockchain platform for building products using distributed ledger technology (collectively called the “Platform”), so please read these Terms of Service (the “Terms”) carefully before using the Platform. If you have any questions, feel free to contact us.
ACCEPTANCE OF THE TERMS OF USE
READ THESE TERMS CAREFULLY BEFORE BROWSING THE WEBSITE OR OTHERWISE USING THE PLATFORM. USING ANY PART OF THE PLATFORM INDICATES THAT YOU HAVE BOTH READ AND ACCEPTED THESE TERMS. YOU CANNOT USE THE PLATFORM OR OUR SERVICES IF YOU DO NOT ACCEPT THESE TERMS.
By using the Platform or otherwise accessing the Platform, creating or registering an Account, downloading content or other information, you agree that you are the age of lawful capacity to form binding legal contracts in your jurisdiction of residence; provided that, in no event, will you be permitted to use the Platform if you are under the age of 18. If you are using the Platform on behalf of a company or other entity, then “you” includes you and that company or entity, and you represent and warrant that you are an authorised representative of the entity with the authority to bind the entity to these Terms, and you agree to these Terms on the entity’s behalf.
PLEASE NOTE THAT THESE TERMS CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
In case of any conflict between these Terms and any individual agreement concluded between Calimero and you, the terms of the individual agreement shall prevail.
In case of disagreement with any of the terms and conditions specified below and / or non-compliance of this document with the laws of the host country / country of residence, you shall refuse to participate in the purchase or use of any service through the Platform. Otherwise, you shall be liable to Calimero and third parties for covering all losses and expenses incurred as a result of non-compliance with the above-mentioned documents.
1.DEFINITIONS
1.1.For the purpose of these Terms the following definitions apply unless the context requires a different interpretation:
Accepted Currencies: USD or any other accepted currency as notified by Calimero from time to time in writing.
Affiliate: with respect to a specified entity, (i) an entity that directly or indirectly, through one or more intermediaries, owns more than 50% of the outstanding voting rights of Calimero, and (ii) an entity that directly or indirectly through one or more intermediaries, is controlled by Calimero, in each case where the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract interest or otherwise.
Applicable Law: any and all applicable laws and regulations, the prevailing rules and regulations of any regulatory authority to which Calimero or you are subject to in respect of the performance of its obligations under these Terms.
Business Day: means a day in the United Kingdom other than (i) a Saturday or Sunday, (ii) a holiday observed by Calimero, or (iii) a day on which Calimero remains closed in accordance with Applicable Law.
Consents: all licences, permissions, consents, authorisations, registrations and approvals from all relevant authorities, Government Bodies or other regulatory bodies as are necessary or desirable for Calimero or you to fully and effectively perform its obligations under these Terms
Dispute: any dispute, claim, or controversy regarding, arising out of or relating to any aspect of your relationship with Calimero, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable cause of action or claim for relief, and includes the validity, enforceability or scope of the arbitration clause (with the exception of the enforceability of the Class Action Waiver clause below).
Force Majeure Event: an unforeseen event beyond the reasonable control of the affected Party, including war, but not limited to circumstances beyond its control, including but not limited to acts of God, fire, explosion, civil commotion, insurrections, riots, strikes or industrial disputes of any kind (whether of its own or third party employees).
Government Body: any foreign, national, international, regional, federal, state or local or other governmental authority or regulatory body including the European Union and any court, agency, authority or similar body.
Intellectual Property Rights: without limitation any patent, trademark, trade name, business name (including domain names and URLs), copyright and related rights, registered design, database right, unregistered design right (including rights in semiconductors) or other intellectual or industrial property protection and any application for such protection, and all rights in any secret process, know-how and inventions (whether patentable or registrable or not) or other confidential information in each case whether registered or unregistered and including applications for the grant of such rights and all other rights or equivalent forms of protection anywhere in the world.
KYC: “know your customer”.
KYC Process: the process carried out by Calimero in order to fulfil the KYC requirements, and the KYC Process carried out by any payment services provider engaged by Calimero for the provision of its Services.
Materials: all the text, data, information, software, graphics, photographs and other materials provided by Calimero to the User.
Platform: Calimero’s software, website, platform and online services, and any other software provided on or in connection with Calimero’s web based platform services relating to the blockchain platform for building products using distributed ledger technology.
Relevant Personal Data: personal data, being data used to identify a natural person (i) contained in the KYC Process and / or (ii) generated or otherwise processed as a result of the performance of the obligations of either Party under these Terms.
Services: any services Calimero may provide through the Platform.
Social Network: any social media profiles of or relating to Calimero or the Platform (including blogs, on-line communities, and content distribution or interactive programs, destinations or apps, including Facebook, Twitter, LinkedIn, YouTube, Instagram, TikTok, and Snapchat and any changes to the look and feel of or technological advances to the same) which is created, updated and/or controlled by or on behalf of Calimero.
Subscription Fee: means the fee you are obliged to pay to Calimero for the use of the Platform and the Services depending on one of the plans selected by you through the Website available at plans, as amended from time to time. The fee is as indicated in each respective plan based on different options and depends on the minimum setup selected, Services provided by Calimero, and is thus calculated as either a fixed fee, hourly fee or based on a custom pricing as agreed separately. In case Calimero and you agree on a different subscription fee in the form of an individual agreement, then the terms of such an agreement shall take precedence over these Terms of Service in relation to the subscription plans available at the Website or the payment provisions as outlined hereunder.
Taxes: any and all taxes, including without limitation income, franchise, sales, capital, transfer, property, payroll, withhold, VAT and other taxes, levies, imposts and duties of any nature whatsoever.
User: Your employees, representatives, consultants, contractors, agents and third parties with whom You conduct business who are authorised to use the Platform subject to the terms of these Terms.
Website: the website located Calimero.
You: means the customer entity which has contracted to purchase the Services offered by Calimero to use the Platform subject to the conditions of these Terms, together with any other terms required by Calimero.
1.2. The section titles in these Terms are for convenience only and have no legal or contractual effect.
1.3. The terms “hereof”, “hereby”, “hereto” and derivatives of similar words refer to this entire document.
2. SERVICES
2.1. The purpose of these Terms is that a User may use the blockchain Platform developed by Calimero for the provision of Services. The purchase, ownership, receipt or possession of any part of the Platform carries no rights, express or implied, other than the right to use the Platform as prescribed under these Terms.
2.2. Each User subscription to the Platform shall entitle one User to use the Platform, subject to the terms of these Terms and the plan selected at plans, together with any other terms required by Calimero. User subscriptions cannot be shared or used by more than one User (but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment with you or otherwise changed job status or function and no longer require use of the Platform). For clarity, your subscription to use the Platform hereunder does not include a subscription to use the Services generally or to use it in connection with applications other than the Platform and is limited to the plan as selected and agreed with Calimero.
2.3. Under these Terms, Calimero is granting the User with a limited, personal, non-exclusive and non-transferable license to access the Platform, use the Services, and display the Materials for the purpose of creating additional applications, add-ons or materials that are to be used for commercial or non-commercial purposes, including, but not limited to for the provision of your products or services directly to third parties. This license does not include any resale or commercial use of the Platform or its contents; any derivative use of the Platform or its contents; any downloading or copying of Account information; or any use of data mining, robots, or similar data gathering and extraction tools. Your right to use the Materials is conditioned on your compliance with these Terms. The User has no other rights in the Platform, Services or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit the Platform, the Services or any of the Materials in any manner other than as expressly mutually agreed with Calimero.
2.4. You shall use the Platform and the Services solely for your business purposes and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform or the Services available to any third party, other than to Users or as otherwise contemplated by these Terms; (ii) send spam or otherwise duplicative or unsolicited messages in violation of Applicable Laws; (iii) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iv) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Platform or the Services or the data contained therein; or (vi) attempt to gain unauthorised access to the Platform or the Services or its related systems or networks
2.5. You may register an Account on the Platform for your use only or for the use of a legal entity you are duly authorised to legally represent. This Account is personal and non-transferable. You therefore undertake not to use any automated means to use the Platform, such as the use of robots or scripts, scraping, crawling, simulation or automated browsing techniques. You agree to immediately notify Calimero if you discover or otherwise suspect any security issues related to the Platform or your Account by emailing security@calimero.network with “Reporting Security Issue” in the email subject line.
2.6. By accessing and using the Platform you acknowledge having read, prior to any such use, these Terms in a legible and understandable manner.
2.7. If you breach any of these Terms, the above license will terminate automatically, and you must immediately destroy any downloaded or printed Materials (and any copies thereof).
2.8. Your access and use of the Platform may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Platform or other actions that Calimero in its sole discretion, may elect to take.
2.9. You acknowledge there are risks associated with using Internet and blockchain based products, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorised access to information stored within your account. You accept and acknowledge that Calimero will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Platform, any blockchain network, or any of the Services.
3. THIRD PARTY PRODUCTS AND/OR SERVICES
3.1. Your intended access and use of the Platform or some of the Services may require you to use certain third-party products and/or services. Your use of such third-party products and services will require you to agree to and comply with additional privacy policies and terms and conditions. Your use of such products and services is entirely at your own risk and you must follow the privacy policies and terms and conditions of those third parties. Calimero is not responsible for any third-party products, services, or content.
3.2. The Platform may contain links to third-party websites, applications or other resources. If you use these links, you will leave the Platform. Calimero is not obligated to review any third-party websites that you link to or from the Platform, Calimero does not control any of the third-party websites, and Calimero is not responsible for any of the third-party websites (or the products, services, or content available through any of them). Thus, unless specifically stated elsewhere in the Platform, Calimero does not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to from the Platform, you do so entirely at your own risk and you must follow the privacy policies and terms and conditions for those third-party websites.
4. FEES AND PAYMENT
4.1. You agree to pay the consideration and/or all fees applicable to your use of the Platform using one of the payment methods support by Calimero. Except as otherwise specified in these Terms or on the Platform: (a) fees are quoted and payable in Accepted Currencies, and (b) payment obligations are non-cancellable, and fees paid are non-refundable.
4.2. Subscription Fees for the Platform are non-cancellable during a subscription term, unless otherwise specified in your agreement with Calimero.
4.3.I f some Services are currently made available to you for free because the Platform accepted to pay the Services on your behalf, Calimero shall not charge you for your use of the Services so long as you are providing your services through the Platform or as long as Calimero agrees to pay the Services on your behalf. Calimero reserves the right to charge you for any part of the Services that Calimero subsequently decides to charge for once you stop to provide your services through the Platform, provided that Calimero had given you notice of a minimum of 10 calendar days of such charges whereafter you continue to use the relevant feature of the Services. You agree and accept that you will pay for your use of the Services in case the Platform fails to make appropriate payments within 180 days from due payment date on the basis of same price for the Services as agreed between Calimero and the Platform.
4.4. If Calimero had not timely received payment within the due date (which is 10 days after the receipt of a respective invoice) for any reason, Calimero shall notify you thereof in writing and request payment of the outstanding invoices within 10 days. In the notification, Calimero shall notify you in case Calimero decides to exercise any of the following without prejudice to any of other rights and remedies:
a) Calimero may, without liability to you, disable your password, Account and access to all or part of the Platform or Services and Calimero shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
b)i nterest shall accrue on such due amounts at an annual rate equal to 10%, commencing on the due date and continuing until fully paid, whether before or after judgement.
4.5. Calimero shall be entitled to increase the Subscription Fee upon 30 days’ prior notice to you, and in that case you shall have the right to terminate the subscription in the same way and manner pursuant to Article 14.4.
4.6. Calimero may provide its Services and access to the Platform by agreeing on a pre-paid model (without an agreed Subscription Fee). In that case, Calimero shall provide the Services and access to the Platform as long as there are available credits/funds on the pre-paid Account. Calimero may, without liability to you, disable your password, Account and access to all or part of the Platform or Services once there are no available credits/funds on the pre-paid Account, and Calimero shall be under no obligation to provide any or all of the Services while there are no available credits/funds on the pre-paid Account. Consequently, you are obliged to use best efforts not to be in a situation that the Services and or the Platform are needed for any reasons, which are currently unavailable as there are no available credits/funds linked to your Account.
5. REPRESENTATIONS AND WARRANTIES
5.1. Without limiting any other warranties in accordance with these Terms, you represent and warrant that:
a) you are of legal age to enter a binding agreement; and if you are a corporation, governmental organisation or other legal entity that you have the right, power and authority to accept these Terms on behalf of the corporation, governmental organisation or other legal entity and bind them to these terms;
b) the information provided in the application and the KYC Process is true, accurate, current and complete;
c) you will supply all AML and KYC documentation required as set out in these Terms and any other such documentation that may be so reasonably required by Calimero from time to time to fulfil any legal, regulatory or other obligation.
d) the Platform and the Services shall not be used to perform criminal activity of any sort, including but not limited to money laundering, illegal gambling operations, terrorist financing, malicious hacking or any other criminal or illegal activity;
e) you have obtained independent legal advice with respect to same before accepting these Terms, and, in accepting these Terms.
5.2. You represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Platform. Without limiting the foregoing, by using the Platform, you represent and warrant that if (a) you are an individual, you agree that you are not and (b) if you are an entity, you agree that neither you nor any of your owners or investors or any of their directors, officers, employees, agents or affiliates acting on your behalf is: (i) related in any way to, the governments of, or any persons within, any country or jurisdiction under a UK, U.S. or EU embargo, or any persons who are named on any list of sanctioned individuals or entities by the UK, EU or UN; (ii) (or has ever been) prohibited from the transaction pursuant to UK, U.S. or EU anti-money laundering, anti-terrorist, economic sanctions and asset control laws; and (iii) resident in a country or jurisdiction under a UK, U.S. or EU embargo enforced by OFAC, including the Crimea Region of Ukraine, Donetsk, Cuba, Iran, North Korea, and Syria.
5.3. If you access or use the Platform, you are solely responsible for ensuring that your access and use of the Platform in such country, territory or jurisdiction does not violate any Applicable Laws. Calimero may require you to provide additional information and documents in certain circumstances, such as at the request of any Governmental Body, as any Applicable law or regulation dictates, or to investigate a potential violation of these Terms.
5.4. You are responsible for complying with these Terms when you access and use the Platform. It is your responsibility to obtain and maintain all equipment and services needed for you to access to and use the Platform as well as paying related charges.
5.5. You represent and warrant that you shall:
a) maintain the confidentiality of the Account information, including the password, and safeguard all activity relating to the Platform;
b) if you are a legal entity inform Calimero immediately, if an employee or any other person, who was given access to the Platform or Services, resigns. Calimero will close this access for security reasons;
c) determine any and all Taxes assessed, incurred or required to be collected, paid or withheld for any reason in connection to the use of Platform or Services, it is your sole responsibility to collect, withhold, report and remit correct Taxes to the appropriate tax authority;
d) not use the Platform or Services for any improper purpose or in any manner, which may constitute a violation of Applicable Laws or which may cause damage to Calimero’s reputation or which may expose Calimero to investigation, prosecution or legal action;
e) notify Calimero immediately of any unauthorised use of the Account, password or any other breach of security.
f) not prepare any derivative work based on Calimero’s Intellectual Property Rights, nor translate, reverse engineer, decompile or disassemble CALIMERO’s intellectual property, as you may only use Calimero’s Intellectual Property Rights for the purpose of providing your own services and products to the customers which shall not entail Calimero’s Intellectual Property Rights to any extent;
g) follow the rules and regulations applicable in your country of residence and/or country from which you access the Platform or Services.
5.6. You will notify Calimero immediately – at least ten (10) Business Days’ in advance by a written notice prior to the effectiveness of the change – of any relevant changes, including, but not limited to legal representative(s), account information or any other Relevant Personal Data or information provided in the application and the KYC Process.
5.7. Any use of the Platform beyond the scope of the licenses set forth in these Terms is prohibited and, therefore, constitutes unauthorised use of the Platform. This result is because as between you and Calimero, all Intellectual Property rights in the Platform and Materials remain Calimero’s property.
5.8. Unauthorised use of the Platform may result in violation of the Applicable Law. Unless expressly set forth herein or if you have written permission from Calimero stating otherwise, you are not authorised to use the Platform in any of the following ways:
a) for any public or commercial purpose which includes use of the Materials on another site or through a networked computer environment, but only for the purpose of running your own service to your own clients and customers who will not have direct access to the Platform;
b) in a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of the Platform;
c) to stalk, harass, or harm another individual;
d) to impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
e) to interfere with or disrupt the Platform or servers or networks connected to the Website;
f) from a country sanctioned by the government of the United Kingdom, United States or the EU or to facilitate transactions involving individuals sanctioned by the government of the United Kingdom, United States or the EU or located in sanctioned countries.
g) to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
h) to engage in wash trading or other deceptive or manipulative trading activities.
i) to place misleading bids or offers.
j) access, tamper with, or use non-public areas of the Website, the Platform, Calimero’s computer systems, or the technical delivery mechanics of Calimero’s providers;
k) bypass or ignore instructions that control access to the Platform, including attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to Calimero;
l) use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorised by us to access the Platform, extract data, or otherwise interfere with or modify the rendering of Website pages or functionality;
m) reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Platform, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Platform;
n) use the Platform for money laundering, terrorist financing, or other illicit finance otherwise obfuscating the source of traffic you send to; or
o) to attempt to gain unauthorised access to any portion of the Platform or any other accounts, computer systems, or networks connected to the Platform, whether through hacking, password mining, or any other means.
5.9. Additionally, you agree not to:
a) engage in any activity which operates to defraud Calimero, other users, or any other person; or to provide any false, inaccurate, or misleading information to Calimero; or
b) access the Platform from a different address if Calimero has blocked any of your other addresses from accessing the Platform, unless you have Calimero’s prior written permission.
5.10. For the avoidance of any doubt, you are solely responsible for your own Tax treatment. You shall bear your own risk of any Taxes from using the Services.
6. DISCLAIMER OF WARRANTIES
6.1. You acknowledge and agree that any use of blockchain based technologies are experimental, and inherently risky and may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the relevant blockchain (i.e., “forks”), which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture or lost opportunities.
6.2. To the fullest extent provided by law, Calimero and Calimero’s technology providers will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Platform or Services or by downloading of any Material linked to it. Further, Calimero is not responsible or liable for any sustained losses or injury due to vulnerability or any kind of failure, abnormal behaviour or software (e.g., smart contract), blockchains or any other features of the Platform or Services.
6.3. YOUR ACCESS TO AND USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES, OR ITEMS OBTAINED THROUGH YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE PLATFORM, THE MATERIALS, ANY SERVICES, OR OTHER ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CALIMERO OR THROUGH THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. CALIMERO DISCLAIMS ALL RESPONSIBILITY FOR, THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, LEGALITY, SAFETY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER CALIMERO NOR ANYONE ASSOCIATED WITH CALIMERO REPRESENTS OR WARRANTS THAT THE PLATFORM, THE MATERIALS, ANY SERVICES, OR OTHER ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, SECURE, TIMELY, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR MATERIALS, OR THE SERVERS OR, IF RELEVANT, BLOCKCHAIN THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR OTHER ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. CALIMERO CANNOT GUARANTEE THE SECURITY OF ANY DATA YOU DISCLOSE ONLINE. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE PLATFORM.
6.4. TO THE FULLEST EXTENT PROVIDED BY LAW, CALIMERO AND CALIMERO’S TECHNOLOGY PROVIDERS HEREBY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR PARTICULAR PURPOSE.
6.5. CALIMERO AND ITS AFFILIATES WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE PLATFORM OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORISED ACCESS OR USE; (D) ANY UNAUTHORISED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM.
6.6. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.
7. INDEMNIFICATION, LIABILITY AND LIMITATION OF LIABILITY
7.1. You shall indemnify and keep Calimero and all of its Affiliates (together with its officers, consultants, legal representatives, servants and agents) indemnified from any and all liability, losses, damages, costs, awards, expenses, claims, costs, penalties and fines incurred or suffered (including reasonable professional legal fees) or other assessments imposed on Calimero or its Affiliates, arising out of any dispute or proceedings brought by a third party, including any Government Body, against Calimero or any of its Affiliate arising out of:
a) any breach of any of your obligations under these Terms, including, without limitation, any breach or alleged breach of any of the warranties and representations;
b) any act within your reasonable sphere of control;
c) any User Submission you provide;
d) your violation of the rights of or obligations to a third party, including another user or third-party;
e) your use or misuse of the Platform;
f) any violation of any Applicable Law or
g) any violation of security guidelines or failure (whether negligent or otherwise) to maintain the security or confidentiality of your information, or your misuse of any such information.
7.2. CALIMERO SHALL NOT BE HELD LIABLE BY AND TO YOU:
a) for any failure or delay in performing its obligations under these Terms if such failure or delay is caused by acts or omissions of third parties or circumstances beyond Calimero’s control (including but not limited to Force Majeure events);
b) IN NO EVENT WILL CALIMERO OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS AND AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE PLATFORM OR SERVICES, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE;
c) SOME JURISDICTIONS PROHIBIT CERTAIN WARRANTY DISCLAIMERS OR LIMITATIONS ON LIABILITY, SO ONLY DISCLAIMERS OR LIMITATIONS THAT ARE LAWFUL IN THE APPLICABLE JURISDICTION WILL APPLY TO YOU. THE LIABILITY OF CALIMERO SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL CALIMERO, ITS LICENSORS, SERVICE PROVIDERS OR SUBCONTRACTORS (IF ANY) BE LIABLE FOR THE EXCEEDING AMOUNT ARISING FROM ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE PLATFORM OR SERVICES, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND
d) FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, RELIANCE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS.
7.3. Hereby you expressly waive and hold Calimero and Calimero’s respective past, present and future employees, officers, directors, contractors, agents, equity holders, technology providers, vendors, parent company, subsidiaries, Affiliates, predecessors, successors and assigns (as well the respective past, present and future employees, officers, directors, contractors, agents and equity holders of the parent company, subsidiaries, Affiliates, predecessors, successors and assigns) harmless from any and all claims resulting from any action taken by Calimero or its Affiliates and any of the foregoing parties relating to any investigations by either us or such parties or by law enforcement authorities.
7.4. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF CALIMERO ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE PLATFORM AND/OR SERVICES EXCEED THE GREATER OF (A) € 2000.00 OR (B) THE AMOUNT RECEIVED BY CALIMERO IN THE PAST 6 (SIX) MONTHS FROM THE PROVISION OF SERVICES THAT ARE THE SUBJECT OF THE CLAIM. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CALIMERO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW IN THE APPLICABLE JURISDICTION.
7.5. Neither Calimero or you shall be liable for any failure to perform or delay in performing its obligations under these Terms if such failure or delay is caused by a Force Majeure Event, however to the party so delaying immediately notifying the other party in writing of the reasons for the delay and the likely duration of such delay; and such party shall be granted an extension of time for performance equal to the period of delay.
8. ANTI-MONEY LAUNDERING
8.1. Calimero’s policy is to prohibit and actively prevent money laundering and any activity that facilitates money laundering or terrorism financing or criminal activities. Calimero will only provide the Services to you upon successful completion of its KYC Process and its anti-money-laundering and risk due diligence in accordance with Applicable Laws. Calimero insists on a comprehensive and thorough KYC and AML compliance framework, which includes monitoring of suspicious transactions, obligatory reporting to local regulators and other compliance authorities and keeping the identification and proof of address of documents and transaction records.
9. MONITORING OF ACTIVITY
9.1. Calimero is entitled to monitor your activity on the Platform. You acknowledge that Calimero periodically reviews you relating to the KYC Process during the term of these Terms, including inter alia, monitoring of fraud reports, screening against sanctions and PEP lists, Website content checks.
10. CONFIDENTIALITY AND DATA PROTECTION
10.1. “Confidential Information” means any information belonging to or in the possession or control of a Party that is of a confidential, proprietary or trade secret nature and that is furnished disclosed or imparted by one Party (the “Disclosing Party”) to the other (the “Receiving Party”), including, but not limited to, any technical or non-technical information (whether in oral, written or other form), Relevant Personal Data, ideas, confidential or proprietary concepts, know-how, development, reports, designs, flow charts, data, specifications, computer programs, databases, inventions and any commercial, financial and business information (in any form), industry knowledge and expertise, business plans and strategies, marketing plans and techniques, which relates directly or indirectly to these Terms including the relationship between the Parties arising out of these Terms as well as all information for which a Party owes a duty of confidentiality to any third Party. Confidential Information will remain sole property of the Disclosing Party. Confidential Information shall not include information which
a) was demonstrably already in the possession of the Receiving Party before receipt under these Terms or is independently developed by the Receiving Party without access to or use or knowledge of the Confidential Information;
b) was demonstrably lawfully received by the Receiving Party or its employees from a third party free of any obligations of confidence to such third party; or
c) demonstrably is in or subsequently comes into the public domain other than by breach of these Terms.
10.2. The Receiving Party shall only use the Confidential Information as strictly necessary for the performance of its obligations under these Terms and maintain confidential all Confidential Information and not disclose it to any third party except in confidence and on a need to know basis to its employees, officers, advisers, agents or sub-contractors who are subject to confidentiality obligations in respect thereof under their contracts of employment or engagement. Confidential Information may be disclosed in accordance with judicial or governmental order or if required by Applicable Law or court order.
10.3. Each Party shall exercise at least the same degree of care as it uses with its own data, but in no event less than reasonable care, to protect the Confidential Information from misuse and unauthorised access or disclosure, including:
a) maintaining adequate physical controls and password protections for any server or system on which any data may reside;
b) encrypting any data that is in transmission; and
c) encrypting any data located on any storage media.
10.4. Relevant Personal Data shall only be processed in accordance with applicable data protection law. Calimero shall only collect, save and process Personal Data that are necessary, adequate, relevant and not excessive in relation to the purpose for which they are collected or further processed. Your information may be shared by Calimero with its Affiliates in terms of provisions of the Services.
10.5. Full details of Calimero’s Privacy Policy can be found at privacy. You undertake to read the Privacy Policy carefully in order to be aware of the collected data, how the data is used and with who the data is shared with.
10.6. If at any time Calimero determines that Relevant Personal Data has been compromised, Calimero will notify you immediately and assist in providing notification to the proper parties as Calimero deems necessary.
10.7. For the avoidance of any doubt, you agree that we may use your company name to identify you as a user of the Platform (including as part of enabling your Account connections with your trading partners) unless you choose to opt-out by changing your settings on the Platform or notifying us by email at support@calimero.network (note that opting out may negatively impact your goal of connecting with your trading partners).
10.8. Calimero may obtain information about your general internet usage by using a cookie file which is stored on your browser or the hard drive of your computer. Cookies contain information that is transferred to your computer’s hard drive. They help Calimero to improve the Platform and to deliver better and more personalised Services, for example by remembering your login details. Some of the cookies Calimero uses are essential for the Platform to operate. By registering with the Platform, you agree to our use of cookies.
11. USER SUBMISSION
11.1. Certain areas of the Platform may permit you to upload or submit feedback, information, images, data, text, software, messages, or other materials (each, a “User Submission”). You may also be permitted to upload or submit User Content through Calimero’s medial or Social Network channels. You agree that you are solely responsible for all of your User Submissions and that any such User Submission is considered both non-confidential and non-proprietary. Further, Calimero does not guarantee that you will be able to edit or delete any User Submission you have submitted.
11.2. By submitting any User Submission, you are representing and warranting that:
a) you own all of the Intellectual Property rights in your User Submissions (including, without limitation, all rights to the reproduction and display of your User Submissions) or, alternatively, you have acquired all necessary Intellectual Property rights in your User Submissions to enable you to grant to us the rights in your User Submissions as described in these Terms;
b) your User Submissions do not infringe the Intellectual Property rights, privacy rights, or any other legal or moral rights of any third party;
c) you voluntarily agree to waive all “moral rights” that you may have in your User Submission;
d) any information contained in your User Submission is not known by you to be false, inaccurate, or misleading;
e) your User Submission does not violate any Applicable Law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
f) your User Submission is not, and may not reasonably be considered to be, defamatory, libellous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any individual, partnership, or corporation, vulgar, pornographic, obscene, or invasive of another's privacy;
g) you were not and will not be compensated or granted any consideration by any third party for submitting your User Submission;
h) your User Submission does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;
i) your User Submission does not contain any information that you consider confidential, proprietary, or personal; and
j) your User Submission does not contain or constitute any unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.
k) by submitting a User Submission, you grant to Calimero an irrevocable, perpetual, transferable, non-exclusive, fully-paid, worldwide, royalty-free license (with the right to sublicense these rights through multiple tiers of sublicensees) to:
l) by submitting a User Submission, you authorise Calimero to use, distribute, reproduce, modify, translate, publicly perform, and publicly display your User Submissions (or any modification thereto), in whole or in part, in any format or medium now known or later developed;
m) by submitting a User Submission, you authorise Calimero to use your User Submission in any manner and for any purpose (including, without limitation, commercial purposes) that Calimero deems appropriate in its sole discretion (including, without limitation, to incorporate your User Submission or any modification thereto, in whole or in part, into any technology, product, or service);
n) by submitting a User Submission, you authorise Calimero to display advertisements in connection with your User Submissions and to use your User Submissions for advertising and promotional purposes.
11.3. Calimero reserves the right to review any User Submission, and to investigate and/or take appropriate action against you in its sole discretion if you violate these Terms or otherwise create liability for Calimero or any other person. Such action may include removing or modifying your User Submission, terminating your Account, and/or reporting you to law enforcement authorities.
12. INTELLECTUAL PROPERTY RIGHTS
12.1. All Intellectual Property rights in and to the Platform shall belong absolutely to Calimero both during the term of these Terms and thereafter. These Terms do not operate to vest in you any right, title or interest to or in the Intellectual Property of Calimero.
12.2. All Intellectual Property rights in and to: (i) Calimero’s products (including the trademarks, designs of Calimero’s products, any logo created by Calimero for use on Calimero’s products or Services and any improvements and modifications made thereto); and (ii) all advertising and promotional materials produced by or on behalf of Calimero, shall belong absolutely to Calimero both during the term of these Terms and thereafter.
12.3. You acknowledge and agree that these Terms do not operate to vest in you any right, title or interest to or in the Calimero’s Intellectual Property and you will not attempt to register anywhere in the world any of the trademarks, trade name or service mark confusingly similar to any of the Calimero’s trademarks. Further, you acknowledge that you do not have any rights whatsoever to use or to license or authorise any third party to use any Calimero’s Intellectual Property without the prior written consent of Calimero.
12.4. Unless otherwise specified in these Terms, all Materials, including the arrangement of them on the Platform are the sole property of Calimero, or the property of Calimero’s suppliers and licensors. All rights not expressly granted herein are reserved. Except as otherwise required or limited by Applicable Law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
12.5. Certain components of the Platform are subject to separate license terms, including “free” or “open source” software (“Separately Licensed Code”). As required by the terms of the relevant Separately Licensed Code licenses, Calimero presents the list of such products and the modifications made to it at calimero is near. The components of software referenced on this page have been provided under one or more open source licenses, and the list is complete to the best of Calimero’s knowledge. If you believe any additional products should be provided under the applicable open source license, please contact Calimero and provide in detail the product or code module in question. Calimero is committed to meeting the requirements of the open source licenses including the GNU General Public License (GPL).
13. INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT
13.1. Calimero respects the Intellectual Property rights of others and encourages you to do the same. Accordingly, Calimero has a policy of removing User Submissions that violate intellectual property rights of others, suspending access to the Platform (or any portion thereof) to any user who uses the Platform in violation of someone’s Intellectual Property rights, and/or terminating in appropriate circumstances the account of any User who uses the Platform in violation of someone’s Intellectual Property rights.
13.2. Calimero implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with Applicable Law. If you believe your copyright or other Intellectual Property right is being infringed by a User of the Platform, please provide written notice to our agent for notice of claims of infringement: support@calimero.network.
13.3. To be sure the matter is handled immediately, your written notice must:
a) contain your physical or electronic signature;
b) identify the copyrighted work or other Intellectual Property alleged to have been infringed;
c) identify the allegedly infringing material in a sufficiently precise manner to allow Calimero to locate that material;
d) contain adequate information by which Calimero can contact you (including postal address, telephone number, and e-mail address);
e) contain a statement that you have a good faith belief that use of the copyrighted material or other Intellectual Property is not authorised by the owner, the owner's agent or the law;
f) contain a statement that the information in the written notice is accurate; and
g) contain statement, under penalty of perjury, that you are authorised to act on behalf of the copyright or other intellectual property right owner.
13.4. Unless the notice pertains to copyright or other Intellectual Property infringement, Calimero will be unable to address the listed concern.
13.5. Calimero reserves the right, in its sole discretion, to terminate the Account or access of any User of the Platform who is the subject of repeated infringement notifications.
13.6. You agree that a violation of Calimero’s Intellectual Property rights and the provisions of these Terms will cause irreparable injury to Calimero for which monetary damages would not be an adequate remedy and Calimero shall be entitled to equitable relief in addition to any remedies it may have under these Terms or under Applicable law, without a bond, other security, or proof of damages.
14. TERMINATION
14.1. Calimero may terminate any relationship with you at any time with immediate effect without giving prior written notice if:
a) you commit a material breach of any provision of these Terms which, in the case of a breach capable of being remedied, has not been remedied to the satisfaction of Calimero claiming the breach within thirty (30) Business Days’ of notice in writing specifying the breach and requiring the same to be remedied having been given; or
b) you commit (or your representatives or Affiliates commit) fraud; or
c) if it is required to do so due to an amendment of Applicable Law or due to a decision by a court or a Government Body.
d) Calimero, acting in good faith, reasonably believes that you are involved in any activities or omissions that would qualify as a criminal offence pursuant to Applicable Laws;
e) you disrupt Calimero’s regular business activities by means of, for example, spoofing, parameter tampering, exploitation of bugs, brute force or denial of service attacks and any other malicious activities;
f) you fail to successfully pass any anti-money-laundering or risk due diligence, or KYC Process executed by Calimero.
14.2. Calimero may terminate these Terms of Use for any reason by providing you at least 30 days’ advance notice.
14.3. Unless Calimero terminates your use of the Services pursuant to Article 14.1, during the 30 days following the termination date:
a) Calimero will not take action to remove from the Platform any of Your content as a result of the termination; and
b) Calimero will allow you to retrieve Your content from the Services only if you have paid all amounts due under these Terms of Use.
14.4. You may terminate these Terms and delete your Account at any time by sending an email to Customer Support (email: support@calimero.network) and clearly stating your request.
15. SUSPENSION OF SERVICES
15.1. Calimero is entitled, in its sole discretion, to suspend your Account or its Services in the event of reasonable grounds, if you fail to properly fulfil its obligations under these Terms. In that case Calimero shall notify you thereof within three (3) Business Days following the suspension.
15.2. If for the purpose of determining the continuation of the Services and your Account you do not provide complete and accurate information in response to such a request, Calimero may refuse to restore your access to the Platform.
15.3. Calimero shall provide you with notice of such action. Calimero reserves the right to close, suspend or limit access to the Platform in the event Calimero is unable to obtain and verify such information for monitoring purposes or in the case of your non-compliance with the obligations, representations and warranties from these Terms.
15.4. Calimero reserves the right to take action, with or without advance notice, if Calimero believes you have violated these Terms, including without limitation removing the ability to use the Platform.
15.5. Suspension of Services shall be for any reasonable period of time required by Calimero to fully investigate your activity and resolve, to Calimero’s sole satisfaction, the subject questionable, suspect or fraudulent activities.
15.6. The right to extraordinary termination as sets herein shall remain unaffected by such suspension.
16. AMENDMENT OF THESE TERMS
16.1. Calimero is entitled to amend these Terms from time to time or may choose to modify, suspend or discontinue any part or all of these Terms. Calimero shall inform you of any modifications of these Terms by posting them on the Website and revising the effective date of the change at the header of these Terms.
16.2. Such amendments shall be deemed approved, unless Calimero has received a written objection from you. If you object to any such modifications, your sole recourse shall be to cease using the Platform. Continued use of the Platform after the effective date of such modifications indicates you acknowledge and agree to be bound by the modifications.
16.3. Hereby you acknowledge that these Terms may be superseded by expressly-designated legal notices or terms applicable to specific Services, or portions of the Platform, including but not limited to the Subscription Fee. Such expressly-designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded for such Services or portion of the Platform.
17. NOTICES
17.1. By creating an Account, you consent to receive electronic communications from Calimero (e.g., via email, push notification, text messages, or other types of messages). These communications may include notices about your Account and are part of your relationship with Calimero. Calimero may also send you promotional communications via email Calimero thinks will be of interest to you. You understand that you are not required to provide this consent as a condition of using the Platform and the Services and you may opt out of these communications through the Platform.
17.2. You agree that any notices, agreements, disclosures or other communications that Calimero sends you electronically will satisfy any legal communication requirements, including that such communications be in writing, and that any notice sent via email shall be deemed to be received on the following Business Day.
18. DISPUTE RESOLUTION
18.1. These Terms shall be governed by the laws of England and Wales. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. All Disputes arising out of or relating to this contract, including such relating to its breach, termination or invalidity, and any legal consequence thereof, shall be finally settled by arbitration in accordance with the LCIA Rules, which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. The language to be used in the arbitral proceedings shall be English. The place of arbitration shall be London.
18.2. PLEASE NOTE THAT ARBITRATION IS A FORM OF PRIVATE DISPUTE RESOLUTION AND REPLACES THE RIGHT TO GO TO COURT. IN THE ABSENCE OF THIS ARBITRATION AGREEMENT, YOU MAY OTHERWISE HAVE A RIGHT OR OPPORTUNITY TO BRING CLAIMS IN A COURT, BEFORE A JUDGE OR JURY, AND/OR TO PARTICIPATE IN OR BE REPRESENTED IN A CASE FILED IN COURT BY OTHERS (INCLUDING, BUT NOT LIMITED TO, CLASS ACTIONS). EXCEPT AS OTHERWISE PROVIDED, ENTERING INTO THESE TERMS CONSTITUTES A WAIVER OF YOUR RIGHT TO LITIGATE CLAIMS IN COURT AND ALL OPPORTUNITY TO BE HEARD BY A JUDGE OR JURY. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. THE ARBITRATOR MUST FOLLOW THESE TERMS AND CAN AWARD THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING ATTORNEY’S FEES).
18.3. For all Disputes, whether pursued in court or arbitration, you must first give Calimero an opportunity to resolve the Dispute. You must commence this process by emailing written notification to Calimero at support@calimero.network. That written notification must include (1) your name, (2) your address, (3) a written description of your Dispute, and (4) a description of the specific relief you seek. If Calimero does not resolve the Dispute to your satisfaction within 45 (forty five) days after it receives your written notification, you may pursue your Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.
18.4. Notwithstanding the above, you or Calimero may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court; or (b) you opt-out of these arbitration procedures within 30 days from the date that you first consent to these terms (the “Opt-Out Deadline”). You may opt out of this Provision by emailing written notification to Calimero at support@calimero.network. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with Calimero through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with Calimero. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court. In case of Opt-Out you agree to settle all disputes before the competent court in London.
18.5. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Platform or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
18.6. Waiver of Class Action - You waive off any/all right of class action lawsuit, class-wide arbitration and/or in any other proceeding in which either party acts or proposes to act in a representative capacity shall only bring claims in an individual capacity through individual arbitration.
18.7. You may also request an extra-judicial mechanism to resolve any dispute relating to these Terms from the competent bodies as defined in the applicable consumer rules. As an example, the European Online Dispute Resolution Platform (http://ec.europa.eu/consumers/odr/) provides information on alternative dispute resolution methods that may be of interest to you, but you are free to choose another extra-judicial mechanism.
18.8. If there is a Dispute between Users of the Platform, or between any User of the Platform and any third party, you acknowledge and agree that Calimero is under no obligation to become involved. In the event that a Dispute arises between you and any third party, you hereby release Calimero, Calimero’s officers, managers, members, directors, employees, attorneys, agents, and successors in rights from any claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, foreseeable or unforeseeable, disclosed or undisclosed, arising out of or in any way related to such Disputes.
19. MISCELLANEOUS
19.1. No agency, partnership, joint venture, or employment is created as a result of these Terms or your use of any part of the Platform. You do not have any authority whatsoever to bind Calimero in any respect. Neither Calimero nor any users of the Platform may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other.
19.2. Neither these Terms nor any rights, duties or obligations under it may be assigned, delegated, transferred, or otherwise disposed of by you in whole or in part without the prior written consent of Calimero. Rights, duties and obligations of Calimero may be assigned, sublicensed, subcontracted, delegated, transferred or otherwise disposed of, in whole or in part, to an Affiliate without your prior written consent.
19.3. These Terms constitute the entire agreement between you and Calimero regarding the use of the Platform, unless You and Calimero conclude an individual agreement for regulating any of the mutual rights and obligations. In that case if there are any discrepancies in the mutual rights and obligations defined under these Terms of Use and the individual agreement, the terms of the individual agreement shall prevail. For the avoidance of any doubt, if any of the mutual rights and obligations are not regulated by an individual agreement, these Terms of Use shall apply.
19.4. No failure or delay (in whole or in part) of either Calimero or you to enforce at any time any provisions of these Terms, or to exercise any rights or remedies provided by law or hereunder shall be construed to be or operate as a waiver thereof or affect any other right or remedy. No single or partial exercise of any such right, power or remedy shall prevent any further or other exercise of the same or the exercise of any other right, power or remedy.
19.5. If any provision of these Terms shall be declared invalid, unenforceable or illegal by the courts of any jurisdiction to which it is subject, such invalidity, unenforceability or illegality shall not prejudice or affect the remaining provisions of these Terms which shall continue in full force and effect and Calimero shall in good faith in order to agree substitute the invalid, unenforceable or illegal provision in a way which as nearly as possible validly gives effect to the original intention as expressed in these Terms.
If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at info@calimero.network.