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The purpose of the Site is to provide Users with access to our products (the “Products”) and services (the “Services”) as offered by the Company from time to time. Should you have any questions or comments regarding our Site, Products, and/or Services, please feel free to contact us at https://lukka.tech/contact-us/.
2.1 Terms of Use
Through these Terms of Use, we are placing legal conditions on your use of the Site and making certain promises to you. You must agree to all of the conditions in these Terms of Use. If you do not agree to or accept all the conditions of these Terms of Use, please immediately discontinue access to and use of the Site, Products, and/or Services. If you are under the age of eighteen (18) or the legal age for entering legally binding contracts under applicable laws, you are not permitted to use this Site at all. Misrepresentation of your age to gain access to our Site is considered a breach of these Terms of Use and may constitute as computer hacking under applicable law.
2.2 Right to Counsel
If you do not understand all of the terms in these Terms of Use, then you should consult with a lawyer before using the Site, Products, and/or Services.
2.3 Party Definitions and Introductory Terms
The Company is the owner and operator of the Site, Products, and/or Services. In these Terms of Use, all references to the “Company” shall mean Lukka, Inc., together with its subsidiaries, affiliates, and other group companies. Additionally, when first-person pronouns are used in these Terms of Use (us, we, our, ours, etc.), these provisions are referring to the Company as publisher of this Site and provider of the Products and the Services.
The “Site” shall refer to any website managed by the Company, including, without limitation, lukka.tech, coinfirm.com, and other websites which are part of the lukka.tech, coinfirm.com and domains. The services the Site provides, including the Products and any ancillary services, are hereinafter collectively referred to as the “Services.”
The Site may contain images and content, including, but not limited to, text, software, images, graphics, data, messages or any other information, and any other website content owned, operated, licensed, or controlled by the Company (collectively, “Materials”).
As the user of this Site (the “User”), these Terms of Use will refer to the User as “you” or through any second-person pronouns, such as “your,” “yours,” etc. Hereinafter, the User of the Site shall be referred to in applicable second-person pronouns.
For the purposes of these Terms of Use, all Customers (as defined below) are Users, but not all Users are Customers. These Terms of Use apply to all Users, whether they are Customers or not. You become a User by accessing this Site in any way. You need not become a Customer of the Site to make these Terms of Use apply to you.
You become a “Customer” by entering into a binding legal agreement with the Company relating to use of the Products or Services, including, without limitation, a “service agreement” or “trial agreement” (each, a “Customer Agreement”), and the Company thereafter registering you with the Site using a Customer ID and password, as discussed below. Only Customers may access the Products and Services. Hereinafter, the Company and you may collectively be referred to as the “Parties” and each, a “Party”.
2.4 Intent to Be Bound
THESE TERMS OF USE ARE A LEGAL CONTRACT BETWEEN YOU AND THE COMPANY. YOU SHOULD TREAT IT AS ANY OTHER LEGAL CONTRACT BY READING ITS PROVISIONS CAREFULLY, AS THEY WILL AFFECT YOUR LEGAL RIGHTS. BY ACCESSING THE SITE OR USING THE PRODUCTS OR SERVICES IN ANY MANNER, YOU ARE DEEMED TO HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY ALL OF THE TERMS CONTAINED IN THESE TERMS OF USE. YOU MAY NOT PICK AND CHOOSE WHICH TERMS APPLY TO YOU. IF YOU DO NOT AGREE WITH ALL OF THE TERMS IN THESE TERMS OF USE, YOU MUST CEASE ALL ACCESS AND USE OF THE SITE AND ANY OTHER SERVICES PROVIDED BY THE COMPANY. NOTHING IN THESE TERMS OF USE IS INTENDED TO CREATE ANY ENFORCEMENT RIGHTS BY THIRD PARTIES.
2.5 Consideration
Consideration for your acquiescence to all of the provisions in these Terms of Use has been provided to you in the form of allowing you to use the Site, Products, and/or Services, including in the case of a Customer, entrance into a Customer Agreement. You agree that such consideration is both adequate and is received upon your viewing or using any portion of the Site, Products, and/or Services.
2.6 Electronic Signatures / Assent Required
No one is authorized or allowed to access this Site, the Products, and/or Services, unless he, she, they, or it has signed these Terms of Use. Such signature does not need to be a physical signature, since electronic acceptance of these Terms of Use is permitted by various jurisdictions’ laws, such as the Electronic Signatures in Global and National Commerce Act (E-Sign Act) and similar legislation. You manifest your agreement to these Terms of Use by taking any act demonstrating your assent thereto. If you click any link, button, or other device provided to you in any part of our Site’s interface, then you have legally agreed to all of these Terms of Use. By using any part of our Site in any manner or by entering into a Customer Agreement, you understand and agree that such use constitutes your affirmation of your complete and unconditional acceptance to all of the terms in these Terms of Use. You should understand that this has the same legal effect as you placing your physical signature on any other legal contract. Even if you fail to sign these Terms of Use, you understand and agree that you are still bound by the terms of these Terms of Use by virtue of your viewing the Site or using any portion of the Site, Products, and/or Services.
2.7 Illegal Activities
If you are seeking information regarding any illegal activities or seeking to engage in any illegal or fraudulent financial activity, please leave this Site immediately and do not attempt to use the Site. You acknowledge and agree that you are aware of the legality of using our Site in your relevant local jurisdiction, and you agree that you will not use the Site, if such use is prohibited or otherwise violates the laws of your state, province, country, or other jurisdiction.
2.8 Revisions to these Terms of Use
From time to time, we may revise these Terms of Use. We reserve the right to do so, in our sole and absolute discretion, and you agree that we have this unilateral right. Your continued use of the Site shall be deemed acceptance of the then prevailing terms and conditions. You agree that all modifications or changes to these Terms of Use are in force and enforceable immediately upon posting. Any updated or edited version supersedes any prior versions immediately upon posting, and the prior version is of no continuing legal effect, unless the revised version specifically refers to the prior version and keeps the prior version or portions thereof in effect. To the extent any amendment of these Terms of Use is deemed ineffective or invalid by any court, the Parties intend that the prior, effective provisions of these Terms of Use be considered valid and enforceable to the fullest extent, and all remaining provisions shall remain in full force and effect. Any updated version of these Terms of Use will include a new “last modified” date at the top of these Terms of Use in order to identify the then-currently applicable Terms of Use. Following the posting of the updated version of these Terms of Use on our Site, please re-review these Terms of Use in order to ensure that you understand how your rights and responsibilities may have been affected by the revisions. If you fail to periodically review this Site and these Terms of Use to determine if any of the terms have changed, you assume all responsibility for your failure to do so and you agree that such failure amounts to your affirmative waiver of your right to review the amended terms. We are not responsible for your neglect of your legal rights.
3.1 Access and Limited License
All Users may access certain public areas of the Site; however, only Customers may use the Products or Services. You understand that all we are providing to you is access to our Site as we provide it. You are solely responsible for acquiring any hardware, software, device, Internet access and other items required for you to use or access the Site and utilize our Products, and/or Services. Any associated fees, expenses or other charges that you incur to access our Site and use of our Products and Services are your sole responsibility. These Terms of Use cover all public and non-public areas of the Site.
3.2 Digital Assets
Virtual currency is not provided or issued to our Customers via the Site, Products, and/or Services. All information with respect to any digital assets (“Digital Assets”), entered or inputted into our Products by Customers originates from the Customers themselves. You acknowledge and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of your Digital Assets, and that the Company does not give advice or recommendations regarding Digital Assets, including the suitability and appropriateness of, and investment strategies for, Digital Assets. You acknowledge and agree that you shall access and use the Site, Products, and/or Services, at your own risk. This brief statement does not disclose all of the risks associated with trading in Digital Assets. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources.
3.3 Digital Asset Values
Our Products use third party market value data to value your Digital Assets in connection with our Services to you. You understand and agree that, due to technical and other restrictions, any Digital Asset market values displayed or otherwise incorporated or used on the Site, Products, and/or Services, may be delayed and therefore not reflect the current, live market value of such Digital Asset. Nonetheless, you agree that the market value data as displayed on our Site controls your use of the Site, Products, and/or Services. You also agree that we are not responsible for any failure or outage in the market value data provided by third parties and used or incorporated on the Site, Products, and Services. Furthermore, you acknowledge and agree that the sources of any such third party market value data shall be selected at the Company’s discretion and the Company is not required to use any information provided to it by such third parties. THE COMPANY ACCEPTS NO LIABILITY OR RESPONSIBILITY FOR ANY INFORMATION PROVIDED TO IT BY ANY THIRD PARTY AND SHALL HAVE NO RESPONSIBILITY TO INDEPENDENTLY VERIFY THE INFORMATION AND ASSUMPTIONS CONTAINED IN ANY THIRD PARTY MARKET VALUE DATA
3.4 No Legal or Tax Advice
By using this Site, Products, and/or Services, you acknowledge that the Company does not handle, advise or otherwise manage your tax or legal services and in no event do the Site, Products, and/or Services provide, nor is the Company providing, nor intending to provide, legal, tax, accounting, or compliance advice. In addition, any regulatory or export compliance is solely your responsibility and is subject to your own diligence and actions.
Furthermore, none of our customer support team members give tax or legal advice. Our support team exists to help explain our Products and Services. You agree to not rely on any support communications as investment, legal, or tax advice. You hereby disclaim any claim against the Company relating to communications from our support team.
3.5 Your Account; Registration Data
In order to use the Products, you must enter into a Customer Agreement with us and we will then set up an account for you on the Site (your “Account”). In creating your Account, you may be asked to provide certain registration details and information. In order to verify your identity, some of this information may be personal, private or detailed. In connection with completing the online registration form, you agree to provide true, accurate, current and complete information about yourself as prompted by the registration form (such information being the “Registration Data”); and you further agree to maintain and promptly update the Registration Data to keep it true, accurate, current, and complete at all times while you are a Customer. While we use reasonable efforts to protect the personal information of others from inadvertent release or misappropriation, we are not responsible for the intentional or criminal acts of third parties such as hackers or “phishers.” Please refer to our Privacy Policy for more information on the use of your personal information. You must promptly inform us of all changes to your Registration Data.
3.6 Your Account Responsibility
You are entirely responsible for any and all activities conducted through your Account. You agree to notify us immediately of any unauthorized use of your password or Customer ID, as well as of any other breach of security. We are not responsible for any unauthorized use of your Account, and you agree that you are responsible for such unauthorized use and for protecting the confidentiality of your Customer ID and password. To the fullest extent permissible by applicable law, you acknowledge and agree that the Company will have no liability associated with or arising from your failure to maintain accurate Registration Data, including your failure to receive important information and updates about the Products. If the Company or any of its authorized agents have reasonable grounds to suspect that any information you provided to us is untrue, inaccurate or incomplete, we may suspend or terminate your Account and refuse any and all current or future use of the Site, Products, and/or Services, or any portion thereof, by you, as well as subject you to civil liability or refer you to the appropriate law enforcement authorities for criminal prosecution. We shall not be liable to make any compensation, monetary or otherwise, following such suspension, termination or inability to use the Site, Products, and/or Services.
3.7 No Account Transfers
Control or use of your Account may not be transferred, leased, assigned or sold to a third party. We disclaim any and all liability arising from fraudulent entry and use of the Site and the Products. If a User fraudulently obtains access to your Account, the Products, or any Services, we may terminate the User’s access immediately and take all necessary and appropriate actions under applicable federal, state and international laws.
3.8 Password Security
AS PART OF OUR SECURITY MEASURES AND POLICIES, PLEASE NOTE THAT WE WILL NEVER ASK YOU, FOR ANY REASON, WHETHER BY EMAIL, REGULAR MAIL, OR TELEPHONE, TO DISCLOSE YOUR ACCOUNT PASSWORD. PASSWORD INQUIRIES WILL ONLY BE CONDUCTED ONLINE AND ONLY AFTER YOU HAVE SIGNED ONTO THE COMPANY’S SITE. WE WILL NEVER SEND YOU EMBEDDED LINKS IN AN EMAIL REQUESTING THAT YOU SIGN ONTO THE SITE BY CLICKING SUCH A LINK. IF YOU RECEIVE AN EMBEDDED LINK BY EMAIL, CLAIMING TO BE FROM US, YOU SHOULD NOT OPEN IT OR CLICK ON THE LINK. THE EMAIL IS NOT FROM US AND IS LIKELY FRAUDULENT. NEVER GIVE YOUR ACCOUNT PASSWORD TO ANYONE WHOM YOU DO NOT INTEND TO AUTHORIZE TO USE YOUR ACCOUNT.
3.9 Third Party Account Information
In order to provide you with the Products and Services, you may also be required to disclose certain third-party account information to us, including, without limitation, your crypto exchange account details and/or related information. As indicated elsewhere in these Terms of Use, we are not responsible for any unauthorized use of your Account with the Company or any third-party accounts which you use in connection with the Products and/or Services. In addition, if you link your Account with a digital wallet on one or more device(s), you are responsible for protecting the safety of and access to such device(s). It is important that you do so since we are not responsible for any losses you incur as a result of unauthorized use of your Account and, depending on the circumstances, your credit card issuer may hold you responsible for unauthorized use of your credit card account. You agree to notify us immediately of any unauthorized use of your Customer ID or password or if your device(s) on which you have linked your Account with a digital wallet has been lost or stolen or otherwise suffered unauthorized access, or any other actual or potential security breach relating to your Account. We reserve the right to require you to change your Account password if we believe it is no longer secure.
3.10 Interaction Between These Terms of Use and Customer Agreements
These Terms of Use do not amend or otherwise modify any Customer Agreement whether now or hereinafter existing. In the event of any inconsistency between these Terms of Use and a Customer Agreement, these Terms of Use govern as to the relationship between you and the Company solely with respect to the Site, and your Customer Agreement governs the relationship between us with respect to the Products and Services.
3.11 Suspension, Cancellation and Termination of your Account
You are free to stop using the Site, Products and/or Services at any time. You may also request that we close your Account at any time by providing written notice to us. Subject to the terms of your Customer Agreement and the payment of any fees due thereunder, we may accept such termination request, in which case, your access to the Products and Services may be relinquished. We reserve the right at our sole and absolute discretion and with or without prior notice, to block access to or to suspend, close or terminate your Account in the event of a force majeure event (as defined in section 7.2), breach of these Terms of Use or for any other reason in our sole and absolute discretion. You agree that neither the Company nor any third party acting on our behalf shall be liable to you for any suspension or termination of your access to any part of the Site, Products, or Services in accordance with these Terms of Use. You agree that if your access is terminated by us, you will not attempt to regain access to the Site, Products, or Services – using the same or different Customer ID – without prior written consent from us. All sections which by their nature should survive the termination of these Terms of Use shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms of Use by either Party. Termination will not limit any of the Company’s other rights or remedies at law or in equity.
3.12 Service Interruption
From time to time due to technological factors and/or other factors beyond or within our control, the Site, Products, or Services may be temporarily interrupted. You agree that we are not liable for any loss and damage arising from such interruption and you agree to hold us harmless from and against any such interruption of or inability to access the Site, Products, or Services.
3.13 Agreement to Receive Notifications and Other Communications
We reserve the right to send electronic mail or other messages to Customers. The purpose of these communications may include, but is not limited to: (i) providing you with information concerning your Account; (ii) providing information to you regarding products or services offered by our affiliates or partners; (iii) informing you about any of our related Products or Services; or (iv) providing you with information about any item that we think, in our sole discretion, may be of interest to you.
In some countries or territories, we may offer Users the choice to enroll in our email subscription. If you enroll in the email subscription, you agree to receive, from time to time, promotional emails from the Company. Each promotional email will include a link allowing you to unsubscribe from the email subscription and/or a link to a webpage where you can adjust your email preferences. Enrolling in the email subscription will not affect the frequency of administrative emails that the Company may send to Customers in connection with their Accounts. No fee is charged in sending promotional emails to you, but third-party data rates may apply. Some promotions you receive may have additional, promotion-specific terms and conditions, privacy notices or other disclosures and/or requirements. Please be sure to review any such additional terms, disclosures and/or requirements before you choose to participate in such promotions.
4.1 Restrictions on Use
Without our express prior written authorization, you may not: (i) duplicate any part of the Site, Products, Services, or the Materials contained therein or received via the Services (except as expressly provided elsewhere in these Terms of Use); (ii) create any derivative works based on the Site, Products, Services, or any of the Materials contained therein or received via the Services; and you agree and stipulate that any and all derivative works are NOT “fair use;” (iii) use the Site, Products, Services, or any of the Materials contained therein, for any public display, public performance, sale or rental; and you hereby agree and stipulate that any and all such uses are NOT “fair use”; (iv) re-distribute our Site, Products, Services, or any of the Materials contained therein or received through the Services; and you hereby agree and stipulate that any and all such uses is NOT “fair use;” (v) remove any copyright or other proprietary notices from our Site, Products, Services, or any of the Materials contained therein; (vi) frame or utilize any framing techniques in connection with our Site, Products, Services or any of the Materials contained therein; (vii) use any meta-tags, pay-per-click advertising, or any other “hidden text” using our Site’s or our Products’, or our Services’ name or marks, and you hereby stipulate that any use of the Site’s or the Products’, or the Services’ name or marks, or any other marks owned by us is an infringement upon our trademark rights; we reserve the right to claim further damages; plus you agree to pay any and all fees incurred in the recovery of this amount, including attorney’s fees and all associated costs; (viii) “deep-link” to any page of our Site, Products, or Service or avoid agreement to the Site’s or the Products’ or the Services’ Terms of Use (for the avoidance of doubt, you may only link to the main entry page); (ix) circumvent any encryption or other security tools used anywhere on the Site or in conjunction with the Products or Services (including the theft of your Customer ID and passwords or using another person’s Customer ID and password in order to gain access to a restricted area of the Site); (x) use any data mining, bots, scrapers, or similar data gathering and extraction tools on the Site or in conjunction with the Products or Services; (xi) sell, rent, lease, license, sublicense, transfer, distribute, re-transmit, time-share, use as a service bureau or otherwise assign to any third party the Site, Products, or Services or any Materials contained therein or any of your rights to access and use the Site, Products, or Services or any Materials contained therein as granted specifically by these Terms of Use; (xii) use our Site or Services to impersonate any other User or person; (xiii) use any Material or information on our Site or included in our Products or Services in any manner that infringes any copyright, trademark, patent, trade secret, publicity or other proprietary right of any party; (xiv) upload or attempt to upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s property; (xv) upload, post, email, or otherwise transmit any submission that you do not have a right to transmit under contractual, fiduciary, or other relationships (such as inside information, trade secrets, proprietary, and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (xvi) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that we may designate for such purpose; (xvii) falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source material that is uploaded or otherwise provided by you; (xviii) restrict or inhibit any other User from using and enjoying the Site or the Products and Services; (xix) harvest or otherwise collect information about others, including email addresses or other personal information; (xx) violate any applicable laws, policies, or regulations; (xxi) upload, post, email or otherwise transmit any material which is illegal immoral, obscene or defamatory of any person; or (xxii) do anything that may adversely affect proper operation of the Site, Products, Services, and/or the reputation and goodwill of the Company.
4.2 Interference
Except where expressly permitted by law, you may not translate, reverse-engineer, decompile, disassemble, or make derivative works from any of our Materials or any other materials from the Site, Products, or Services. You hereby agree not to use any automatic device or manual process to monitor or reproduce the Site, Products, Services, or any Materials, and will not use any device, software, computer code, or virus to interfere or attempt to disrupt or damage the Site, Products, or Services.
5.1 Express Disclaimers
To the fullest extent permitted by law, the Company, its affiliates, officers, directors, shareholders, members, partners, attorneys, employees, independent contractors, licensors, agents, suppliers, resellers, service providers, or any other third party suppliers acting on the Company’s behalf (the “Company Entities”) make no warranties, express or implied, about the Site, Products, or Services or the Materials contained therein. By using the Site, Products, or Services, you expressly acknowledge and agree that: (i) such use of the Site, Products, and Services is at your own and sole risk; (ii) any material and/or data downloaded or otherwise obtained through the use of the Site, Products, and Services or any of the Materials contained therein is done at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data; (iii) the Site, Products, and Services, and all Materials contained therein, are provided “as is” without warranty of any kind, either express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement; (iv) none of the Company Entities make any representations or warranties that the Site, Products, and Services, or any Materials contained therein, will be uninterrupted, timely, secure, or error-free; nor do the Company Entities make any representations or warranties as to the quality, suitability, truth, usefulness, accuracy, or completeness of the Site, Products, and Services or any of the Materials contained therein; (v) the Company Entities cannot and do not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses, or other code that may manifest contaminating or destructive properties; and accordingly, the Company Entities do not assume any responsibility or risk for your use of the Internet; (vi) the Company Entities make no warranty, express or implied, regarding any transaction entered into through the Site, Products, or Services; (vii) none of the Company Entities are responsible for any use of confidential or private information by Users or third parties, (viii) any information that you store or transfer through the Site, Products, or Services may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, including software failures, protocol changes by third party providers, internet outages, force majeure events, or other disasters including third party DDOs attacks, scheduled or unscheduled maintenance, or other causes either within or outside our control, (iv) you are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer through our Site, Products, or Services and (x) the Company Entities will not be liable for any breach of its servers or systems, any hacking or any unauthorized disclosure, unauthorized use, or any unauthorized access to any information or data (including, but not limited to, Customer Data) in any medium.
5.2 No Implied Warranties
The warranties and representations expressly set forth in these Terms of Use are the only warranties and representations made by the Company Entities with respect to the Site, and are in lieu of any and all other warranties, written or oral, express or implied, that may arise either by agreement between the Parties or by operation of law or otherwise, including warranties of merchantability and fitness for a particular purpose which are excluded to the fullest extent permitted by applicable laws. None of these warranties and representations will extend to any third person.
6.1 Improper Use of Site or Services
If we determine that you or any User under your control has provided or intends to engage in any activity or provide any services or material in violation of any law, your ability to use the Site, Products, and Services will be terminated immediately, without any reimbursement of any payment or fees you may have made to us. We reserve the right, in our sole and absolute discretion, to cooperate with law enforcement upon legal request and/or advisement of an attorney. We hereby disclaim any liability for damages that may arise from any User providing any material or services for any purpose that violates any law.
6.2 Indemnification
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company Entities, from and against any and all claims (including third-party claims), actions, loss, liabilities, expenses, costs, or demands, including, without limitation, reasonable legal and accounting fees (collectively, “Losses”), directly or indirectly, resulting from or by reason of (i) your (or you under another person’s authority, including, without limitation, to governmental agencies) use, misuse, or inability to use the Site, Products, Services, or any of the Materials contained therein; or (ii) your breach of these Terms of Use. The Company shall notify you by electronic mail, mail, or other appropriate means, of any such claim or suit, and reasonably cooperate (at your expense) in the defense of such claim or suit. We reserve the right to participate in the defense of such claims or choose our own legal counsel but are not obligated to do so.
6.3 Release
To the maximum extent permitted by applicable law, you hereby discharge, acquit and otherwise release the Company Entities, from any and all allegations, counts, charges, debts, causes of action, claims and Losses, relating in any way to the use of, or activities relating to the use of, the Site, including the Products, and the Services including, but not limited to, claims relating to the following: any loss of use, data, business, or profits; any failures in the software included within the Site, Products, or Services, including but not limited to miscalculations, duplicate data, failure to bring in data from an API, and other errors; or ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR THE DELIVERY, USE OR PERFORMANCE OF THE SITE, PRODUCTS, AND/OR SERVICES.
7.1 Limitation of Liability
Save as permitted to the maximum extent by applicable laws, in no event shall the Company Entities be liable to you, or any other third party, for any direct, special, indirect, incidental, consequential, exemplary or punitive damages, including without limitation, damages for loss of profits, loss of information, business interruption, revenue or goodwill, which may arise from any person’s use, misuse or inability to use the Site, Products, and/or Services, or any of the Materials contained therein, even if we have been advised of the probability of such damages. This is for any matter arising out of or relating to these Terms of Use and your use of the Site, Products, and Services, whether such liability is asserted on the basis of contract, tort or otherwise, even if we have been advised of the possibility of such damages.
7.2 Force Majeure
We will not be liable for our failure to perform or perform properly any obligations under these Terms of Use due to events beyond our control; and the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events. Events beyond our control include, but are not limited to, acts of God, war, riot, arson, embargoes, civil commotion, strikes, labor disputes, equipment failures, bank failures, credit or debit card transaction processing failures, strikes, fire, flood, earthquake, hurricanes, tropical storms or other natural disaster or casualty, shortages of labor or material, shortage of transportation, facilities, fuel, energy, government regulation or restriction, acts of civil or military authority or terrorism, fiber cuts, weather conditions, breaches or failures to perform by third parties, technical problems, including hardware and software crashes and other malfunctions, failure of the telecommunications or information services infrastructure, hacking, SPAM or failure of any computer, server or software disruptions on account of or caused by vandalism, theft, phone service outages, power outage, internet disruptions, viruses, and mechanical, power or communications failures, pandemic and epidemic and other restrictions due to pathogens, economic sanctions. If, after the date of these Terms of Use, any law, regulation, rule, regulation or decision of any funding method association, or ordinance, whether federal, state, or local, becomes effective which substantially alters our ability to perform Services hereunder, we shall have the right to cancel these Terms of Use, with notice, if reasonably possible, effective upon the earlier of (i) the date upon which we are unable to provide our Services hereunder; and (ii) thirty (30) days following notice.
7.3 Maximum Liability
In no event shall our maximum total aggregate liability hereunder for direct damages exceed the total fees actually paid by you for use of the Site, Products, or Services for a period of more than three (3) months from the accrual of the applicable cause or causes of action. Because some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
7.4 Right of Set Off
To the extent allowable by law, we reserve the right to set-off any damages or amounts owed to us by you for your breach of these Terms of Use or other obligations under these Terms of Use against funds in your Account.
8.1 Third Party Links
Some websites which are linked to or from the Site (including advertisements) are owned and operated by third parties. Because we have no control over such websites and resources, you acknowledge and agree that we are not responsible or liable for the availability of such external websites or resources, and do not screen or endorse such websites or the content, products, advertising or other materials presented therein. We are not responsible or liable for any such content, advertising, services, products, or other materials on or available from such websites or resources. Use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use for those websites, and not by these Terms of Use or our Privacy Policy. We strongly encourage you to carefully read any such third-party terms of use and policies and make sure you comply with them.
8.2 No Liability
You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any Losses caused or alleged to be caused by or in connection with use of or reliance on any such third-party content, goods or services available on or through any such website or resource. If you decide to access any such third-party website, you do so entirely at your own risk and subject to any terms and conditions and privacy policies posted therein.
8.3 Indemnification
You hereby agree to defend and hold harmless each of the Company Entities from and against any and all Losses that may result from your use of third party links that may appear on the Site, Products, and/or Services. We reserve the right to terminate any link or linking program at any time.
9.1 Proprietary Rights
The Products, the Services and the Materials accessible from the Site, Products, and/or Services, and any other website owned, operated, licensed, or controlled by us are our proprietary information and valuable intellectual property, and we retain all right, title, and interest in the Products, Services and such Materials. No rights, title or interest in any such Materials are transferred to you by access to the Site, Products, and Services.
All Materials included on the Site, Products, and Services, such as text, graphics, photographs, video and audio clips, music, soundtracks, button icons, streaming data, animation, images, downloadable materials, data compilations and software are the property of the Company or its third party content suppliers and are protected by United States and international copyright laws. The compilation of all Materials on the Site, Products, and Services is the exclusive property of the Company or its content suppliers and protected by United States and international copyright laws, as well as other laws and regulations.
Nothing in these Terms of Use grants to you any right to use any of the Company’s or any third party’s intellectual properties, in particular trademarks, service marks, designs, patents, logos or other Materials.
9.2 No Infringement
All of the marks, logos, domains, and trademarks that you find on the Site, Products, and Services may not be used publicly except with express written permission from the Company and may not be used in any manner that is likely to cause confusion among consumers or in any manner that disparages or discredits the Company.
9.3 No Alteration or Distribution
Neither the Products, Services, or the Materials may be copied, distributed, republished, modified, uploaded, posted, or transmitted in any way without our prior written consent, except that you may print out a copy of the Materials solely for your personal use. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Materials. Modification or use of the Products, Services, or Materials except as expressly provided in these Terms of Use violates our intellectual property rights.
9.4 Feedback
If you submit feedback or suggestions about the Site, Products, Services or any Materials contained therein (“Feedback”), you acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title, or interest in the Site, Products, or Services, or in any such Feedback. All Feedback becomes our sole and exclusive property, and we may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to us any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
10.1 Export Controls
You understand and acknowledge that the software elements of the Materials on the Site, Products and the Services may be subject to regulation by agencies of the United States Government, including the United States Department of Commerce and any other applicable jurisdictions, which prohibits export or diversion of software to certain countries and third parties. Diversion of such materials contrary to United States’ or international law is prohibited. You will not assist or participate in any such diversion or other violation of applicable laws and regulations. You agree that none of the Products, Services or Materials are being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or be used for proscribed activities.
10.2 Sanctions
By using the Site, Products or Services, you represent and warrant that you are not located in an country or jurisdiction designated a Sanctioned Destination by the US government (Bureau of Industry and Security) or on the Office of Foreign Assets Control’s SDN List or the U.S. Department of Commerce’s Entity List. You also agree that none of the Site, Products or Services will not be used, exported, reexported or transferred for any purpose prohibited by U.S. or local export or import control laws and regulations.
11.1 Notice
Any notice we are required to give you under these Terms of Use may be provided by email, postal mail, or facsimile utilizing the contact information provided by you when you opened an Account or by general posting on the Site. Notices from you to us shall be given by completing the contact us page on lukka.tech/contactus unless otherwise specified in these Terms of Use.
11.2 Communications Not Provided
We do not provide any facility for sending or receiving private or confidential electronic communications. Visitors should not use the Site, Products, or Services to transmit any communication for which the sender intends only the sender and the intended recipient(s) to read. Notice is hereby given that all messages and other content entered into the Site, Products, or Services can and may be read by the agents and operators of the Site or Services, regardless of whether they are the intended recipients of such messages. Users should not have an expectation of privacy regarding any communications sent through the Site or the Services.
12.1 Binding Arbitration
If a dispute arises between the Parties arising out of or otherwise relating to these Terms of Use, the Parties shall meet and negotiate in good faith to attempt to resolve the dispute. If the Parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, either Party must submit the issue to binding arbitration as further discussed below. Claims subject to arbitration (“Arbitral Claims”) shall include, but are not limited to, contract and tort claims of all kinds, and all claims based on any federal, state or local law, statute, or regulation, excepting only claims by us under applicable worker’s compensation law, unemployment insurance claims, intellectual property claims (including, but not limited to, claims involving copyrights, trademarks, patents, unfair competition, and/or trade secrets), along with actions (regardless of the underlying cause of action) by us seeking injunctions, attachment, garnishment and other equitable relief.
Any dispute arising out of or relating to these Terms of Use, or the breach thereof, shall be finally settled by arbitration in the State of Florida and administered by the American Arbitration Association in accordance with its Consumer Arbitration Rules.
The language of the arbitration shall be English, and these Terms of Use shall be governed by the laws of the
State of Florida.
An arbitral decision resulting from the above may be enforced in any court, and a prevailing party in any action or proceeding to enforce these Terms of Use shall be entitled to costs and attorney’s fees. Additionally, where applicable, the Parties waive any right to trial by jury, as well as any right to participate in a class action lawsuit.
The arbitrator shall have no authority to award any punitive or exemplary damages, certify a class action, add any parties, or vary or ignore the provisions of these Terms of Use. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or her decision within thirty (30) days of the conclusion of the arbitration proceeding.
12.2 No Waiver of Right to Arbitration
There shall be no waiver of the right to arbitration unless such waiver is provided affirmatively and in writing by the waiving Party to the other Party. There shall be no implied waiver of this right to arbitration. No acts, including the filing of litigation, shall be construed as a waiver or a repudiation of the right to arbitrate.
12.3 Waiver of Statute of Limitations
Notwithstanding the period of limitation prescribed by applicable laws for the bringing of any relevant action or claim, the Parties hereby mutually agree that no action, regardless of form, arising out of or in conjunction with the subject matter of these Terms of Use, except for claims involving intellectual property, claims to recover outstanding amounts due to us and claims for indemnification, may be brought by any party more than one (1) year after the cause of action arose, following which either Party shall have no further claim whatsoever against the other Party.
12.4 Right to Injunctive Relief
Each Party acknowledges that the other Party’s remedies at law may be inadequate to provide them with full compensation in the event of a breach of these Terms of Use, and that the non-breaching Party shall therefore be entitled to seek injunctive relief in the event of any such breach, in addition to seeking all other remedies available at law or in equity.
13.1 Assignment
The rights and liabilities of the Parties hereto will bind and inure to the benefit of their respective assignees, successors, executors, and administrators, as the case may be. You may not assign these Terms of Use without our prior written consent. We may assign these Terms of Use and our rights and obligations hereunder at any time upon thirty (30) days prior written notice to you.
13.2 No Agency Relationship
Nothing in these Terms of Use shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership (including a simple partnership according to Art. 530 et seq. CO), employment, joint venture, or formal business entity of any kind; and the rights and obligations of the Parties shall be limited to those expressly set forth herein. We are not your agent or other representative. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from these Terms of Use is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms of Use to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons. These Terms of Use and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.
13.3 Severability
If for any reason a court of competent jurisdiction or an arbitrator finds any provision of these Terms of Use, or any portion thereof, to be invalid, unenforceable or illegal, such invalidity, unenforceability or illegality shall not affect the remainder of these Terms of Use which will continue to be in full force and effect.
13.4 No Waiver
No waiver or action made by us shall be deemed a waiver of any subsequent default of the same provision of these Terms of Use. No failure or delay in exercising or enforcing any privilege, right, remedy, or power hereunder shall be deemed a waiver of such provision by us. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from these Terms of Use. All waivers must be in writing.
13.5 Headings
All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of these Terms of Use.
13.6 Complete Agreement
Except as set forth in section 3.10 hereof, these Terms of Use constitute the entire agreement between the Parties with respect to your access and use of the Site, Products, Services, and the Materials contained therein, and your use of the Site and Services. Except as set forth in section 3.10 hereof, these Terms of Use supersede and replace all prior understandings or agreements, written or oral, regarding such subject matter.
13.7 Other Jurisdictions
We make no representation that the Site, Products, Services, or any of the Materials contained therein, are appropriate or available for use in locations outside the United States, Poland, Singapore, and Switzerland, and access to them from territories where their content or function may be illegal or is otherwise prohibited. Those who choose to access the Site, Products, and Services from such locations do so on their own initiative and are solely responsible for determining compliance with all applicable local laws.
