NOTICE: PLEASE REVIEW THIS AGREEMENT THOROUGHLY, ESPECIALLY SECTION 11 WHICH INCLUDES BINDING ARBITRATION AND A CLASS ACTION RIGHTS WAIVER.
PK Lab AG (“Company,” "we", "us", or "our") is a blockchain product development company, that maintains the website pklab.io
, its subdomains and other affiliated websites (collectively, “Site”), that share information about our company and the products and services we offer (collectively, “Offerings”). The Site features various contents such as text, images, audio, code, other materials, and third-party details.
- Acknowledge and concur with these Terms as well as any other accompanying rules and guidelines provided by the Company from time to time.
If you don’t align with these Terms or fail to uphold any commitments you make under them, you're not permitted to use our Offerings.
You are confirming to us your legal ability to enter into contracts. If you're acting on behalf of another entity, like your employer, you assure us you're authorized to commit that entity to these terms. For clarity on specific terms used in this Agreement, please refer to Section 13.
Furthermore, you assure us that neither you nor any associated financial institutions, nor any parties who have ownership or control over you or these institutions, are:
- Flagged or mentioned in any list of prohibited or restricted entities. This includes, but is not limited to, lists upheld by the United Nations Security Council, the U.S. Government (such as the Specially Designated Nationals List, Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, the United Kingdom, or any other relevant governmental body.
- Situated in any country facing extensive sanctions by the United States, the European Union or its Member States, the United Kingdom, or any other relevant governmental body.
1. Overview of the Offerings
1.1 Usage Guidelines. You are permitted to use the Offerings as outlined in this Agreement. You agree to comply with the terms of this Agreement and all relevant laws, guidelines, and regulations when using the Offerings.
1.2 Availability and Access. We provide various Offerings under the Company's brands, including TzKT, Better Call Dev, DipDup, and others. Typically, these Offerings can be accessed via the Site or approved third-party platforms, such as Google Play or the Apple App Store, unless a separate written agreement states otherwise. Some Offerings might necessitate setting up an account with Company, providing a valid payment method, selecting a paid subscription (referred to as a “Paid Plan”), or initiating an Order.
1.3 Interacting with Third-Party Resources. Certain Offerings might allow you to view, access, or utilize content, products, or services provided by third parties (referred to as “Third Party Content” and “Third Party Services”). In such instances, you decide to interact with these materials and services at your discretion. While this Agreement guides your engagement with any Third Party Content or Third Party Services, often you'll also need to adhere to terms and conditions laid out by the respective third-party provider. Such terms might include additional costs, disclaimers, or other advisories. Additionally, their privacy practices might differ from the Company's. It's imperative you familiarize yourself with the terms and privacy practices of these third-party services.
Third Party Content and Third Party Services are made available for added convenience. We neither verify nor control this content, and we have no jurisdiction over the Third Party Services. Consequently, we don’t vouch for, advocate, or guarantee such content or services for users or specific purposes. Engaging with, depending on, or using any Third Party Content or Third Party Service is at your sole risk. The Company renounces all accountability for any damages arising from your interaction with or usage of such content or services. We aren’t liable for any Third Party Content that may be misleading, inaccurate, inappropriate, offensive, or legally objectionable in your region. Any decision to depend on Third Party Content or utilize a Third Party Service rests with you, and you must ensure that such actions comply with all applicable laws. All interactions or communications with third-party providers are strictly between you and the third party. We reserve the right to modify, suspend, or restrict access to any Third Party Service at any moment, without prior notice.
2.1 Regarding the Offerings. We retain the right to modify, cease, or alter the functionalities of any or all Offerings periodically. We will endeavor, using commercially reasonable means, to inform you about any discontinuation of an Offering via the Site or other public channels. For those subscribed to a Paid Plan, we will make a commercially reasonable effort to notify you of any discontinuation at least 30 days before the change. Additionally, we aim to offer support for the Offering for a duration of up to three months post-discontinuation, unless providing such support (a) raises concerns related to information security or intellectual property, (b) becomes financially or technically challenging, or (c) increases the risk of us contravening legal regulations.
2.2 Regarding this Agreement. We hold the discretion to amend or substitute any section of this Agreement or any accompanying Policies whenever necessary. While you should periodically review this Agreement for updates, we'll also strive, to the best of our commercial capacity, to inform you of significant alterations to this Agreement via the Site, email (assuming you possess an account), or public communication methods. By continuing to utilize or access the Offerings after updates to this Agreement are posted, you implicitly consent to these changes, irrespective of whether you have actively reviewed them.
3. Your Obligations
3.1 Utilizing the Offerings. With regard to all Offerings, irrespective of whether you need to establish an account with the Company, you bear the responsibility for all activities tied to your usage of the Offerings. This holds true even if the activities weren't explicitly sanctioned by you, or were executed by you, your staff, or any third party, like contractors, representatives, or other End Users. Save for circumstances where we might breach this Agreement, neither we nor our affiliated entities will be held accountable for unauthorized entries into the Offerings or your account. This encompasses illicit entries due to deceitful acts or felonies by third parties against you. It's imperative for you to ensure your Offerings' use adheres to all pertinent regulations.
3.2 Account Safety and Data Preservation. You are solely responsible for properly configuring and using the Offerings and securing, shielding, and backing up your accounts or your content rests solely with you. This might include the use of encryption. Should you deem yourself unfit to uphold account safety or are unwilling to shoulder this responsibility, then the Offerings might not be apt for you. Within this Agreement, you're also obliged to swiftly install any accessible software updates or enhancements for an Offering you're utilizing and to securely document and maintain any associated passwords or secret recovery phrases. Storing your recovery phrase digitally on personal devices or cloud storage could amplify the risk of account or recovery phrase breaches. You agree not to disclose to us, or any other third party, any passwords or recovery phrases linked to the Offerings. If you do divulge such information, be it intentionally or inadvertently, we aren't liable. To clarify, we expressly disclaim any responsibility related to a recovery phrase theft that implicates a breach of a cloud provider's storage system.
3.3 Access Details and API Verification. When we offer you access credentials and API validation created by the Offerings, these are exclusively for your utilization. You're prohibited from trading, transferring, or licensing them to any other organization or individual. However, you are allowed to disclose your password or private key to your agents or subcontractors who are working on your behalf.
3.4 Pertinence to Blockchain-based Offerings. To remove any ambiguity, the stipulations of this Section 3 pertain to every Offering wherein you produce a public/private key set (essentially, a blockchain account and its corresponding password) directly via a blockchain protocol or via Third Party Offerings like decentralized applications. The responsibility of using and safeguarding these security keys solely lies with you. We won't be accountable if you disseminate any keys or secret recovery phrases to others, whether done consciously or inadvertently.
4. Payment Terms and Conditions
4.1 Open Access Offerings. We might provide certain Offerings to the general public on a royalty-free license, including those Offerings that necessitate a Paid Plan when software licensing fees exceed specified usage limits. These conditions are valid for all Offerings, irrespective of the necessity for a Paid Plan.
4.2 Charges for Offerings. In cases where your utilization of an Offering neither requires an Order nor a Paid Plan but incurs software licensing fees concurrent to your usage, these fees will be delineated on the Site or within the Offering's user interface. The overall fee might be an amalgamation of a charge imposed by us and another by a Third Party Offering that contributes specific functionalities to our Offering. For Offerings that require an Order or Paid Plan, the fees and charges are determined based on your selected plan or order. For these Offerings, at the start of each billing cycle, you are obligated to compensate us the stipulated fees (termed “Base Fees”) along with any relevant taxes linked to the Offerings in the Paid Plan. Additionally, for specific Orders, we might forward you an invoice for charges that exceed the threshold of your Paid Plan, accounting for extra fees from the preceding billing period. Should you make adjustments to the Offerings within a billing cycle, like upgrading or downgrading, we will address the additional costs or credits in the subsequent billing cycle. At our discretion, and after informing you, we might opt to bill more frequently for accumulated fees. Payments are to be made in U.S. dollars unless another form of payment is specified for a particular Offering or mutually agreed upon in writing. All dues under this Agreement should be settled without any deductions or withholdings. Charges for new Offerings or features will become effective upon our reasonable attempts to publicize updated fees via our Site, the Offering's interface, or other channels. For those on a Paid Plan, we will notify you directly. However, a distinct effective date might be declared. We can introduce or raise charges for existing Offerings by notifying users reasonably via our Site, Offering interface, or other channels, or by giving a 30-day notice to those on a Paid Plan. Unless an Order states otherwise, dues for Paid Plans should be settled within 30 days post-invoice receipt. For late payments, we reserve the right to impose an interest of 1.5% monthly or the highest permissible legal rate, whichever is lesser.
4.3 Tax Responsibilities. Both parties are obligated, as stipulated by the relevant laws, to identify and remit all taxes and governmental fees (along with any penalties or added charges) that arise from transactions and payments under this Agreement. All fees you pay exclude taxes unless indicated otherwise. We hold the right to deduct taxes if mandated.
5. Access Restrictions and API Limitations
5.1 Basis for Suspension. We reserve the right to temporarily halt your access to or use of the Offerings under the following circumstances:
- If we ascertain that your usage of the Offerings (i) compromises the security of the Offerings or any third party, (ii) potentially hampers our systems, other users, or the Offerings, (iii) could expose us, our partners, or any third party to potential legal repercussions, or (iv) may be in violation of legal regulations;
- In cases where you or any End User contravenes this Agreement;
- Should you default on your payment commitments as per Section 4 for a duration of 30 days or more; or
- In scenarios where corporate entities discontinue regular operations, assign assets for creditor benefits, or are subject to bankruptcy, reorganization, liquidation, dissolution, or similar legal actions.
5.2 Consequences of Suspension. During any suspension of your access or use of the Offerings:
- You remain accountable for any charges or fees you accumulate during the suspension phase; and
- You will not qualify for any credits towards fees for the duration of the suspension.
5.3 API Usage Restrictions. We hold the exclusive right to restrict the number of API requests ("API Requests") associated with your use of an Offering. This can be implemented if your usage surpasses the stipulated thresholds in your Paid Plan or as designated on the Site or within the user interface of the Offering. Exceeding API requests, as judged by our sole discretion, can lead to temporary or permanent suspension of your account or usage of the pertinent Offering. While not obligatory, we will strive, when feasible, to notify the account holder or user before initiating a suspension.
6. Duration and Cessation
6.1 Term. For Offerings associated with a Paid Plan, this Agreement begins on the Effective Date and will continue until its cessation under this Section 6 or through another written arrangement. Any termination notification from either party must specify a Termination Date in line with the notice requirements of Section 6.2. For Offerings that don't fall under a Paid Plan, this Agreement starts on the Effective Date and continues until you cease to use or access the Offerings.
6.2 Cessation Procedures.
- Voluntary Cessation. If you aren't on a Paid Plan, you can end this Agreement at will by discontinuing use of the Offering. For those on a Paid Plan, Company retains the right to end this Agreement without specific cause, but with a 30-day written notice.
- Cessation due to Breach or Other Causes.
- By Either Party. Any party can end this Agreement if the other fails to uphold a significant term of this Agreement, and the breach goes unaddressed for 30 days after the initial notification.
- By Us. We also retain the right to immediately terminate the Agreement if (A) we have valid grounds for suspension as per Section 5, (B) our agreement with a third-party technology partner we rely on to offer the Offerings ends, or requires alterations to how we provide the Offerings, or (C) there’s a risk of legal non-compliance.
6.3 Consequences of Cessation. Once the Termination Date arrives:
- All rights granted to you under this Agreement cease instantly.
- Both parties stay liable for any charges or fees amassed up to the Termination Date and any that may arise during the post-termination phase.
- The provisions of this Agreement will outlive its termination wherever needed for enforcement and protection of the benefiting party. As an illustration, if our Agreement ends and a conflict arises post-termination related to your prior use, the Agreement's relevant clauses will still apply.
Using the Offerings after the Termination Date means this Agreement's conditions will be reinstated, and if it's under a Paid Plan, you'll be charged as outlined in Section 4.
7. Ownership and Rights
7.1 Your Content. Depending on the specific Offering, you might submit Content to us. Unless otherwise stated in this Section 7, this Agreement doesn't grant us any rights to Your Content. Nevertheless, by using the Offerings, you allow us to use Your Content in ways that align with the intent behind your use of the Offerings or any other ways that help us deliver the Offerings to you.
7.2 Rights to the Offerings. All rights, ownership, and interests, including intellectual property rights, related to the Offerings and associated technology, belong to us or our licensors. Within this Agreement’s boundaries, we extend to you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to: (a) access and utilize the Offerings as per this Agreement; and (b) copy and use Our Content strictly in tandem with your allowed use of the Offerings. Aside from the rights outlined in this Section 7.2, this Agreement doesn't grant you any rights to the Offerings or any associated intellectual property. There might be instances where Our Content or Third-Party Content is available under a distinct license, such as the Apache License, Version 2.0, or the MIT License, or other open-source licenses. In case of discrepancies between this Agreement and such licenses, the terms of the specific license will take precedence concerning the content in question.
7.3 Restrictions on License. You or any End User are prohibited from using the Offerings in ways not explicitly permitted by this Agreement. Specifically, without proper authorization, neither you nor any End User may or will attempt to (a) adapt, distribute, alter, or produce derivative works from any Content within the Offerings, (b) reverse engineer or decompile the Offerings to reveal its source code, barring any legal limitations, (c) access or use the Offerings with the intent to dodge fees or surpass usage limits, (d) data mine or employ web scraping techniques unless permitted by a specific Plan, or (e) resell or grant sublicenses for the Offerings without written consent. Using Our Marks requires our explicit written approval. You shouldn't exaggerate or misstate our relationship, nor should you insinuate any association without this Agreement's express permission.
7.4 Feedback. Should you offer any Suggestions to us or affiliated parties, we're free to utilize these Suggestions without any limitations. Hereby, you irrevocably transfer all rights and interests in these Suggestions to us and commit to assisting us as needed to secure and uphold our rights in them.
7.5 Usage by U.S. Government Users. For U.S. Government End Users, we're licensing the Offerings to you as a "Commercial Item" as outlined in the U.S. Code of Federal Regulations (refer to 48 C.F.R. § 2.101). The rights we grant concerning the Offerings mirror the rights extended to all other users under this set of terms.
8. Reciprocal Protection and Liability
8.1 General Responsibilities.
- You will be responsible for safeguarding us, our associates, licensors, and our respective directors, officers, agents, and representatives against any and all Losses resulting from any claim related to: (i) your breach of this Agreement or any applicable laws; or (ii) disputes between you and any of your clients or users. You'll cover any legal costs and related expenses arising from the aforementioned claims.
- On the flip side, we will be responsible for safeguarding you, along with your directors, officers, agents, and representatives, against any Losses stemming from our significant and deliberate breach of this Agreement. We'll cover your legal fees and related costs that arise from such claims.
8.2 Concerning Intellectual Property.
- Within the boundaries of this Section 8, you'll protect the Company, its associates, and their directors, officers, and agents against any third-party claims stating that Your Content infringes or misappropriates their intellectual property rights. You'll be responsible for any final judgments or settlements.
- Within the confines of this Section 8 and the stipulations in Section 10, we will protect you, your directors, officers, and agents against any third-party claims stating that the Offerings infringe upon their intellectual property rights. We'll cover any final judgments or settlements, but our total expenditure in this context will not exceed $50,000, encompassing legal fees, court charges, settlements, judgments, and reimbursements.
- Neither party will bear obligations or liabilities under this Section 8.2 that arise from you merging the Offerings with other products, services, or methodologies. Also, we aren't accountable for any liabilities stemming from your continued use of the Offerings after we've instructed you to cease such actions. The solutions detailed in this Section 8.2 represent the exclusive responses to third-party infringement or intellectual property misappropriation claims related to the Offerings or Your Content.
8.3 Agreement on Settlements. Neither party will settle any claim in a manner that commits the other party to any obligation (excluding financial ones) without the other party's written agreement.
9. Offerings and Associated Risks
9.1 DISCLAIMER OF GUARANTEES. WE PROVIDE OUR OFFERINGS "AS IS." EXCEPT WHERE PROHIBITED BY LAW OR WHERE SPECIFIC NON-EXCLUDABLE STATUTORY RIGHTS APPLY, BOTH WE, AND OUR PARTNERS AND LICENSORS: (A) MAKE NO GUARANTEES, WHETHER EXPLICIT OR IMPLIED, CONCERNING THE OFFERINGS, ANY THIRD-PARTY CONTENT, OR THIRD-PARTY SERVICES, AND (B) DO NOT ENDORSE OR GUARANTEE (I) MARKET QUALITY, SUITABILITY FOR A SPECIFIC USE, NON-INFRINGEMENT, OR UNINTERRUPTED USE; (II) ANY ARISING FROM REGULAR TRADE PRACTICES; (III) THAT THE OFFERINGS OR ANY THIRD-PARTY CONTENT/SERVICE WILL BE CONSISTENT, ERROR-FREE, OR WITHOUT HARMFUL ELEMENTS; AND (IV) THE SECURITY OR INTEGRITY OF ANY CONTENT. YOU ACKNOWLEDGE THAT YOU ARE NOT BASING YOUR DECISIONS ON ANY GUARANTEES FROM US THAT AREN'T EXPLICITLY MENTIONED IN THIS AGREEMENT OR ANOTHER WRITTEN CONTRACT BETWEEN US. IN ANY EVENT, YOU AGREE NOT TO CLAIM OTHERWISE.
9.2 UNDERSTANDING OF RISKS. OUR OFFERINGS EMPLOY EVOLVING TECHNOLOGIES. THERE ARE INHERENT RISKS, ESPECIALLY WHEN MISHANDLING ASPECTS LIKE PUBLIC/PRIVATE KEY CRYPTOGRAPHY OR NEGLECTING PROTOCOL UPDATES. BY UTILIZING OUR OFFERINGS, YOU OPENLY RECOGNIZE AND ACCEPT THESE INHERENT RISKS. YOU CLAIM TO HAVE THE TECHNICAL AND FINANCIAL EXPERTISE TO COMPREHEND THE ASSOCIATED RISKS WITH USING CRYPTOGRAPHIC, BLOCKCHAIN-BASED SYSTEMS, AND TO BE AWARE OF THE NUANCES OF DIGITAL ASSETS AND TOKENS. YOU ACKNOWLEDGE THAT WE DO NOT MANAGE ANY BLOCKCHAIN PROTOCOLS, OVERSEE PROTOCOL UPGRADES, OR FACILITATE TRANSACTIONS ON YOUR BEHALF.
YOU FULLY UNDERSTAND THE UNIQUE NATURE OF BLOCKCHAIN TRANSACTIONS: THEY ARE IRREVERSIBLE, PRIVATE KEYS MUST REMAIN CONFIDENTIAL, WE WON'T BACKUP OR RECOVER YOUR PRIVATE KEY, STORING RECOVERY PHRASES ON CLOUD OR OTHER THIRD-PARTY STORAGE INCREASES RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY ACTIONS TAKEN WITH YOUR CRYPTOGRAPHIC SIGNATURE, PARTICULARLY IN INTERACTIONS WITH THIRD PARTIES.
YOU ARE AWARE OF THE VARIABILITY OF DIGITAL TOKENS IN TERMS OF MARKET VOLATILITY, SOFTWARE TECHNICALITIES, REGULATORY IMPLICATIONS, AND POTENTIAL CYBERSECURITY THREATS. YOU RECOGNIZE THAT BLOCKCHAIN-BASED SYSTEMS' COSTS AND SPEEDS CAN FLUCTUATE, AND UNEXPECTED INCREMENTS IN COSTS CAN HAPPEN OUTSIDE OUR CONTROL. YOU ARE ALSO AWARE THAT PROTOCOL UPDATES MIGHT UNINTENTIONALLY INTRODUCE BUGS OR SECURITY RISKS LEADING TO FUNCTIONAL LOSSES OR FINANCIAL IMPLICATIONS.
LASTLY, YOU COMPREHEND THAT WE DON'T OVERSEE OR CONTROL ANY BLOCKCHAIN PROTOCOL, ITS TRANSITIONS, ANY THIRD-PARTY SERVICES, OR ANY SMART CONTRACTS NOT EXPLICITLY OFFERED BY US. YOU ALONE BEAR THE RESPONSIBILITY FOR ALL ACTIONS AND TRANSACTIONS INVOLVING BLOCKCHAIN PROTOCOLS OR THIRD-PARTY SMART CONTRACTS OR TOKENS. WE ARE NOT ACCOUNTABLE FOR THE REGULATORY STATUS OF ANY DIGITAL ASSETS YOU MIGHT DEAL WITH USING OUR OFFERINGS. ULTIMATELY, YOU WILLINGLY TAKE FULL RESPONSIBILITY FOR ALL RISKS WHEN INTERACTING WITH BLOCKCHAIN PROTOCOLS THROUGH OUR OFFERINGS.
10. Responsibility Restrictions
10.1 MONETARY CEILING ON LIABILITY. EXCEPT FOR CLAIMS LINKED TO BREACHES OF OUR PROPRIETARY RIGHTS AS COVERED IN SECTION 7 AND INDEMNIFICATION AS OUTLINED IN SECTION 8, NEITHER PARTY, ALONG WITH THEIR AFFILIATES, SHALL BE LIABLE FOR AN AMOUNT EXCEEDING WHAT YOU'VE PAID FOR THE OFFERINGS UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE FIRST INCIDENT CAUSING THE LIABILITY. IF NO PAYMENT HAS BEEN MADE, THE LIMIT IS $10,000. THIS LIMITATION STANDS REGARDLESS OF WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER THEORY OF LIABILITY. IT DOESN'T, HOWEVER, AFFECT YOUR PAYMENT DUTIES AS MENTIONED IN SECTION 4. OUR LIABILITY TO YOU REGARDING ANY OFFERING IS ONLY RECOGNIZED IF VALIDATED BY A COURT OR ARBITRATOR'S FINAL JUDGMENT.
10.2 NO LIABILITY FOR INDIRECT DAMAGES. NEITHER PARTY NOR THEIR AFFILIATES WILL BE HELD ACCOUNTABLE FOR ANY CONSEQUENTIAL LOSSES LIKE LOST PROFITS, REVENUES, GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS DISRUPTION, OR PUNITIVE DAMAGES. THIS STANDS WHETHER THE ACTION IS BASED ON CONTRACT OR TORT AND IRRESPECTIVE OF THE LIABILITY THEORY, EVEN IF ADVISED ABOUT THE POTENTIAL OF SUCH DAMAGES. THIS CLAUSE DOES NOT APPLY IF FORBIDDEN BY LAW.
11. Binding Arbitration and Class Action Waiver
READ THIS SECTION THOROUGHLY. IT CAN GREATLY IMPACT HOW YOU CAN SEEK LEGAL REDRESS, INCLUDING BRINGING CASES TO COURT.
11.1 Arbitration Agreement. Any disputes, disagreements, or claims (“Claim”) stemming from or related to this Agreement, the Site, or your usage of the Offerings shall be addressed through binding arbitration as outlined in Section 11, instead of through court litigation. However, if your claims are eligible, you may present them in a small claims court.
This Agreement and all Claims (even those not based on contracts) originating from or linked to it, its subject, or its establishment, shall be directed by the laws and regulations of the Canton of Zug, Switzerland. Claims tied to this Agreement, the Offerings, or any products or services we offer will be settled through binding arbitration. Before initiating formal arbitration, both parties must try to reconcile any claim via mediation based on the Swiss Rules of Mediation, which are integrated into this clause by reference. If a settlement isn't reached within 14 days of starting mediation (or a mutually agreed extended period), the Claim will be submitted to arbitration under the Swiss Rules of Mediation. The arbitration will take place in Canton of Zug, Switzerland.
11.2 Waiver of Group Legal Actions. BOTH YOU AND WE AGREE THAT ANY LEGAL CLAIMS WILL BE PRESENTED INDIVIDUALLY AND NOT AS PART OF A COLLECTIVE OR REPRESENTATIVE LAWSUIT. BOTH PARTIES CLEARLY RENOUNCE THE RIGHT TO INITIATE OR PARTICIPATE IN CLASS ACTIONS. Without mutual consent, no arbitrator or judge can consolidate claims from different parties or oversee any form of collective legal proceedings. Any injunctions granted by the arbitrator will solely benefit the party seeking them and only to the necessary extent. If any clause in this section is deemed unenforceable for a specific claim, that claim will be exempted from arbitration and can be taken to court. If any arbitrator or court deems the class action renouncement in this section null, the entire arbitration agreement becomes null, and arbitration is no longer an option for resolving disputes.
11.3 Option to Reject Arbitration and Class Action Waiver. You can choose to not be bound by the above-mentioned arbitration and class action renunciation by sending a written rejection to our contact details under “Contact Us”. This rejection must be sent within 30 days of your first interaction with the Offerings. Failing to do so means you agree to dispute resolution through arbitration and forfeit the right to participate in class actions. If you reject these terms, we won't be bound by them either.
12. Additional Terms
12.1 Assignment Limitation. You may not assign or transfer this Agreement or any rights and obligations herein without our explicit written permission. Any unauthorized assignment is null and void. We can transfer this Agreement without your consent under conditions like mergers, acquisitions, or any major asset sale, or to an affiliated company or during a corporate restructure. Once assigned, the new party takes our place in this Agreement, and we are relieved from all obligations.
12.2 Interactions with DAOs. Being a blockchain-centric company, we might engage with DAOs (Decentralized Autonomous Organizations) in providing certain Offerings. If a DAO accepts our Offerings, it acknowledges its agreement to these Terms in full.
12.3 Complete Agreement & Changes. This Agreement, including referenced Policies, represents the full understanding between both parties on this topic. This document prevails over any inconsistent terms in other Policies. Any changes to this Agreement need to be in written form.
12.4 Unforeseen Circumstances. Neither party is liable for delays or failures in performance caused by uncontrollable factors, including but not limited to natural disasters, pandemics, governmental actions, or cyberattacks.
12.5 Regulatory Compliance. You commit to obeying all applicable laws and regulations related to import, export, and sanctions when engaging with this Agreement. You must ensure compliance in how you use the Offerings. Restrictions apply if you're subjected to sanctions from certain governmental entities.
12.6 Independent Contractors. Our relationship is strictly as independent contractors, not as partners, employees, or agents. Both parties retain the right to develop or promote products or services even if they compete with the other party's offerings.
12.7 Usage Eligibility. Minors, below the majority age in their jurisdiction, must have parent or guardian consent to use the Site or Offerings. Parents/Guardians: Your permission implies your agreement to these Terms on behalf of the minor, and you are responsible for monitoring their online activity.
12.8 Communication Language. All official communications related to this Agreement will be in English. If translations are provided, the English version takes precedence in case of discrepancies.
12.9 Notice Delivery.
- To You: We can send you notices via various methods including: posting a notice on the Site, by email associated with your account, within the Offerings interfaces, or through public communication channels. It's your duty to keep your email updated if you have an account.
- To Us: Direct all notices to our contact details under “Contact Us”
12.10 Third-Party Rights. Unless explicitly stated, this Agreement doesn't grant rights to anyone who isn't a party to it.
12.11 Waiver Restrictions. Our failure to enforce any part of this Agreement isn't a waiver of our right to do so later. All waivers need our written approval.
12.12 Agreement Integrity. If any part of this Agreement is ruled invalid, the remainder stays intact. Invalid sections will be interpreted in line with original intentions, or, if not possible, excluded.
12.13 Copyright Claims. If you believe your copyright has been violated, send a detailed written claim to our contact details under “Contact Us”, including your contact information, a description of the infringement, a statement of the unauthorized use, and an official signature.
“Acceptable Use Policy” references the policy mentioned below, which we might revise periodically. You commit not to allow yourself or others to utilize the Offerings:
- for infringing on others' legal rights (such as allowing End Users to breach others' intellectual property rights as per the Digital Millennium Copyright Act);
- to promote illegal or unauthorized content;
- with harmful intentions, like phishing, creating fraudulent schemes, or replicating websites;
- to spread malware, corrupted files, or other malicious or deceitful elements;
- to disrupt the use of the Offerings or related equipment by other legitimate users;
- to manipulate or bypass any feature of the Offerings;
- to circulate unsolicited bulk emails, advertisements, or other promotions; or
- to use the Offerings to breach the terms of service of another product or service.
“API” stands for an application program interface.
“API Requests” is defined in Section 5.3.
“Applicable Threshold” is outlined in Section 4.2.
“Base Fees” is detailed in Section 4.2.
“Content” encompasses data, text, audio, video, images, software (including machine images), and documentation.
“DAO” refers to a Decentralized Autonomous Organization.
“End User” denotes anyone who, either directly or through another user: (a) uses Your Content, or (b) accesses the Offerings using your account.
“Fees” is described in Section 4.2.
“Losses” includes all claims, damages, responsibilities, expenses, and attorney's fees.
“Our Content” covers software (like machine images), data, text, audio, video, images, or documentation related to our Offerings.
“Our Marks” include all trademarks, logos, and other identifiers linked to the Company and their affiliates or licensors that we may share with you under this Agreement.
“Order” means a request for Offerings made directly with the Company or via cloud providers like Amazon Web Services, Microsoft Azure, or Google Cloud.
“Offerings” encompass all products, services, tools, features, or materials provided by us or our affiliates.
, which we may update occasionally.
“Service Offerings” include the Services (and their APIs), Our Content, Our Marks, and any other services under this Agreement, excluding Third-Party Content or Services.
“Suggestions” means any improvements to the Service Offerings you propose.
“Term” references the duration of this Agreement as in Section 6.1.
“Termination Date” is the end date provided in Section 6, conveyed by one party to another.
“Third-Party Content” is Content provided by third parties via the Site or with the Offerings.
“Your Content” is the content you or an End User provides for us to store or host via the Offerings, except any information submitted to a blockchain protocol.
14. Contact Us
PK Lab AG