Agreement to Terms
By using our Interface, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Interface. Notwithstanding the foregoing, the laws of some jurisdictions may limit or not permit certain provisions of this agreement, such as indemnification, the exclusion of certain warranties or the limitation of liability. In such a case, such provisions will apply only to the maximum extent permitted by the laws of such jurisdictions. Also, you may have additional legal rights in your jurisdiction, and nothing in these terms will prejudice such rights that you may have as a consumer of the Interface under such Applicable Law.
Changes to these Terms or the Interface
We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, to the App and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Interface. If you continue to use the Interface after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Interface anymore. Because our Interface is evolving over time we may change or discontinue all or any part of the Interface, at any time and without notice, at our sole discretion.
Who May Use the Interface?
The Interface is only available to users in certain jurisdictions who can use the Interface as permitted under Applicable Law. Without limitation, you must be at least 18 years of age to use the Interface. You may not attempt to access or use the Interface if you are not permitted to do so.“” OUR INTERFACE IS NOT OFFERED TO PERSONS OR ENTITIES WHO RESIDE IN, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN ANY RESTRICTED TERRITORY, AS DEFINED BELOW (ANY SUCH PERSON OR ENTITY FROM A RESTRICTED TERRITORY, A “RESTRICTED PERSON”). WE DO NOT MAKE EXCEPTIONS; THEREFORE, IF YOU ARE A RESTRICTED PERSON, THEN DO NOT ATTEMPT TO USE THE INTERFACE. USE OF A VIRTUAL PRIVATE NETWORK (“VPN”) TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN IS PROHIBITED.(a) In order to protect the integrity of the Interface, we reserve the right, at any time, in our sole discretion, to block access to the Interface from certain IP addresses and unique device identifiers.(b) Tax Records and Reporting. We reserve the right to report any activity occurring using the Interface to relevant tax authorities as required under Applicable Law. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to our Interface. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Interface.(c) Regulatory and Compliance Suspensions or Terminations. In addition to the other suspension and termination rights in these Terms, we may suspend or terminate your access to the Interface at any time in connection with any transaction as required by Applicable Law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating the terms of any third-party service provider or these Terms, including, without limitation, if we reasonably believe any of your representations and warranties may be untrue or inaccurate or you are violating or have violated any of the geographical restrictions that apply to the Interface, and we will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Site or the Interface being inaccessible to you at any time or for any reason. Such suspension or termination shall not be constituted a breach of these Terms by Sui Foundation. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose limitations and controls on the ability of you or any beneficiary to utilize the Interface. Such limitations may include rejecting transaction requests, freezing funds, or otherwise restricting you from using the Interface, all to the extent of our ability to do so.
Use of the Interface
(a) User Representations and Warranties. As a condition to accessing or using the Interface, you represent and warrant to the Sui Foundation the following:(i) if you are entering into these Terms as an individual, then you are of legal age in the jurisdiction in which you reside and you have the legal capacity to enter into these Terms and be bound by them and if you are entering into these Terms as an entity, then you must have the legal authority to accept these Terms on that entity’s behalf, in which case “you” (except as used in this paragraph) will mean that entity;(ii) you are not a resident, national, or agent of Algeria, Bangladesh, Bolivia, Belarus, Burundi, Burma (Myanmar), Cote D’Ivoire (Ivory Coast), Crimea and Sevastopol, Cuba, Democratic Republic of Congo, Ecuador, Iran, Iraq, Liberia, Libya, Mali, Morocco, Nepal, North Korea, Somalia, Sudan, Syria, Venezuela, Yemen, Zimbabwe or any other country to which the United States embargoes goods or imposes similar sanctions (collectively, “Restricted Territories”);(iii) you are not on any sanctions list or equivalent maintained by the United States government (collectively, “Sanctions Lists Persons”)and you do not intend to transact with any Restricted Person or Sanctions List Person;(iv) you do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Interface;(v) you represent and warrant to us that you have obtained all required consents from any individual whose personal information you transfer to us in connection with your use of the Interface; and(vi) your access to the Interface is not: (a) prohibited by and does not otherwise violate or assist you to violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over Sui Foundation, you, the Site or the Interface, or as otherwise duly enacted, enforceable by law, the common law or equity (collectively, “Applicable Laws”); or (b) contribute to or facilitate any illegal activity.(b) Limitations. As a condition to accessing or using the Interface or the Site, you acknowledge, understand, and agree to the following:(i) from time to time the Site and the Interface may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that Sui Foundation or any of its suppliers or contractors may undertake from time to time; (c) causes beyond Sui Foundation’s control or that Sui Foundation could not reasonably foresee; (d) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (e) unavailability of third-party service providers or external partners for any reason;(ii) the Site and the Interface may evolve, which means Sui Foundation may apply changes, replace, or discontinue (temporarily or permanently) the Interface at any time in its sole discretion;(iii) Sui Foundation does not act as an agent for you or any other user of the Site or the Interface;(iv) you are solely responsible for your use of the Interface; and(v) we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, you hereby irrevocably disclaim, waive, and eliminate those duties and liabilities.(c) Certifications. As a condition to accessing or using the Interface or the Site, you covenant to Sui Foundation the following:(i) you will comply with all Applicable Laws in connection with using the Interface, and you will not use the Site or the Interface if the laws of your country, or any other Applicable Law, prohibit you from doing so; and(ii) in addition to complying with all restrictions, prohibitions, and other provisions of these Terms, you will ensure that, at all times, all information that you provide on the Site and during your use of the Interface is current, complete, and accurate and you will maintain the security and confidentiality of your private keys associated with your public wallet address, passwords, API keys, private keys associated with your Interface account and other related credentials.(d) The Interface uses the Protocol paired with an open-source web framework (together with the Protocol, the “Software Package”). You can obtain the Software Package through GitHub. The Software Package is available free of charge under the Apache 2.0 license (the “Third-Party License”). Although the Interface is provided to you subject to these Terms, the Software Package is provided to you under the Third-Party License, and nothing in these Terms prevents or restricts your use of the Software Package under the Third-Party License. You are responsible for your compliance with such Third-Party License. Furthermore, the Protocol is subject to the Disclaimer found at [website address].(e) Costs and Fees. Each party shall be responsible for all Taxes imposed on its income or property. In addition, interactions with the Protocol may also result in transaction fees or Gas Fees (as defined below) imposed by the Protocol, which are also solely your responsibility. “Gas Fees” mean the fees that fund the network of computers that run the decentralized blockchain network, meaning that you will need to pay a Gas Fee for each transaction that occurs via the blockchain network.
a) No Monetary Value In your use of the Devnet, you may accumulate “Devnet Tokens,” such as through the Devnet faucet, which are not, and shall never convert to or accrue to become mainnet tokens or any other tokens or virtual assets. Devnet Tokens are virtual items with no monetary value. Devnet Tokens do not constitute any currency or property of any type and are not redeemable, refundable, or eligible for any fiat or virtual currency or anything else of monetary value, under any circumstances. Devnet Tokens are not transferable between users outside of the Devnet, and you may not attempt to sell, trade, or transfer any Devnet Tokens outside of the Devnet, or obtain any manner of credit using any Devnet Tokens. Any attempt to sell, trade, or transfer any Devnet Tokens outside of the Devnet will be null and void.
(b) Modification. We may decide to modify, delete, remove, or wipe the Devnet, in our sole discretion, at any time without notice, including, without limitation, the modification of the presence, amounts, or any other conditions applicable to the Devnet Tokens, without any liability to you or other Devnet users. We do not guarantee that Devnet Tokens will continue to be offered for any particular length of time and you may not rely upon the continued availability of any Devnet Tokens. In the event of the expiration of Devnet, you acknowledge and agree that your access to and use of your Devnet Tokens will be removed, and all accrued Devnet Tokens will be deleted from the Devnet system. Devnet Tokens will not be converted into any future rewards offered by Sui Foundation.
(a) User Content. Our Interface may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, software, code, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Interface is referred to as “User Content.” Sui Foundation does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.(b) Permissions to Your User Content. By making any User Content available through the Interface you hereby grant to Sui Foundation a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating, providing, and improving the Interface.(c) Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Interface, nor any use of your User Content by Sui Foundation on or through the Interface will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any Applicable Law or regulation.(d) Removal of User Content. You can remove certain elements of your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Interface. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.(e) Sui Foundation's Intellectual Property. We may make available through the Interface content that is subject to intellectual property rights. We retain all rights to that content.(f) Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Interface (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it (and permit others to use it) without any restriction or compensation to you.
Rights and Terms for Apps
(a)App License. (a) App License. If you comply with these Terms, Sui Foundation grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.(b) Additional Information: Apple App Store. This Section 7(b) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.
General Prohibitions and Sui Foundtion’s Enforcement Rights.
You agree not to do any of the following:
(a) Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any Applicable Law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;(b) Engage in or induce others to engage in any form of unauthorized access, hacking, or social engineering, including without limitation any distributed denial or service or DDoS attack, of Sui Foundation, the Interface, or any users of the foregoing.(c) Use, display, mirror or frame the Interface or any individual element within the Interface, Sui Foundation’s name, any Sui Foundation trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Sui Foundation’s express written consent;(d) Access, tamper with, or use non-public areas of the Interface, Sui Foundation’s computer systems, or the technical delivery systems of Sui Foundation’s providers;(e) Attempt to probe, scan or test the vulnerability of any Sui Foundation system or network or breach any security or authentication measures;(f) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Sui Foundation or any of Sui Foundation’s providers or any other third party (including another user) to protect the Interface;(g) Attempt to access or search the Interface or download content from the Interface using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Sui Foundation or other generally available third-party web browsers;(h) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;(i) Use any meta tags or other hidden text or metadata utilizing a Sui Foundation trademark, logo, URL or product name without Sui Foundation’s express written consent;(j) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Interface to send altered, deceptive or false source-identifying information;(k) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Interface;(l) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, exploiting any bug, overloading, flooding, spamming, or mail-bombing the Interface;(m) Use the Interface for benchmarking or analysis in a manner that could, directly or indirectly, interfere with, detract from, or otherwise harm the Interface or the Protocol;(n) Collect or store any personally identifiable information from the Interface from other users of the Interface without their express permission;(o) Impersonate or misrepresent your affiliation with any person or entity;(p) Create or list any counterfeit items (including digital assets);(q) Fabricate in any way any transaction or process related thereto;(r) Engage or assist in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity (including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Interface);(s) Engage in wash trading or other deceptive or manipulative trading activities.(t) Disguise or interfere in any way with the IP address of the computer you are using to access or use the Interface or that otherwise prevents us from correctly identifying the IP address of the computer you are using to access the Interface;(u) Transmit, exchange, or otherwise support the direct or indirect proceeds of criminal or fraudulent activity;(v) Violate any Applicable Law or regulation; or(w) Encourage or enable any other individual to do any of the foregoing.Sui Foundation is not obligated to monitor access to or use of the Interface or to review or edit any content. However, we have the right to do so for the purpose of operating the Interface, to ensure compliance with these Terms and to comply with Applicable Law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Interface. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Sui Foundation respects copyright law and expects its users to do the same. It is Sui Foundation’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Sui Foundation’s Copyright Policy for further information.
Links to Third Party Websites or Resources
The Interface may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or Interface on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.
We may suspend or terminate your access to and use of the Interface, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at [email protected]
. You acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us or any third party, to the fullest extent permitted by Applicable Law. Upon any termination, discontinuation or cancellation of the Interface or your account, the following Sections will survive: 5(e) (only for payments due and owing to Sui Foundation prior to the termination), 6(b), 6(c), 6(e), 7, and 11-18.
THE INTERFACE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE INTERFACE WILL MEET YOUR REQUIREMENTS, BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE INTERFACE.SUI FOUNDATION FURTHER EXPRESSLY DISCLAIMS ALL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THIRD PARTY SERVICES. NOTHING HEREIN NOR ANY USE OF OUR INTERFACE IN CONNECTION WITH THIRD PARTY SERVICES CONSTITUTES OUR ENDORSEMENT, RECOMMENDATION OR ANY OTHER AFFILIATION OF OR WITH ANY THIRD PARTY SERVICES.SUI FOUNDATION DOES NOT REPRESENT OR WARRANT THAT ANY CONTENT ON THE INTERFACE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION CONTAINED ON THE INTERFACE. WHILE SUI FOUNDATION ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE INTERFACE AND ANY CONTENT THEREIN SAFE, SUI FOUNDATION CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE INTERFACE, ANY CONTENT THEREIN, OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY.SUI FOUNDATION WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE INTERFACE, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) BLOCKCHAIN NETWORKS, CRYPTOCURRENCY WALLETS OR CORRUPT FILES; (IV) UNAUTHORIZED ACCESS TO THE INTERFACE; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST ANY BLOCKCHAIN NETWORK UNDERLYING THE INTERFACE.THE INTERFACE MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF THE INTERFACE AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY OR PERFORMANCE OF THE INTERFACE CAUSED BY SUCH FACTORS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER DATA.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.
Assumption of Risk
You accept and acknowledge:
(a) You are solely responsible for determining what, if any, Taxes apply to your transactions through the Interface. Neither Sui Foundation nor any Sui Foundation affiliates are responsible for determining the Taxes that apply to such transactions.(b) A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility or value of User Content or certain digital assets.(c) By accessing and using the Interface, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of tokens such as, bitcoin (BTC), ether (ETH), and other digital tokens such as those following the Ethereum Token Standard (ERC-20). You further understand that the markets for tokens and NFTs can be highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase at any time. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using and interacting with the Interface.
You will indemnify, defend (at Sui Foundation’s option) and hold Sui Foundation and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with: (a) your access to or use of the Interface, (b) your User Content, or (c) your violation of these Terms. You may not settle or otherwise compromise any claim subject to this Section without Sui Foundation’s prior written approval.
Limitation of Liability
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SUI FOUNDATION NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE INTERFACE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE INTERFACE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUI FOUNDATION OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.(b) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL SUI FOUNDATION’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE INTERFACE EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO SUI FOUNDATION FOR USE OF THE INTERFACE OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO SUI FOUNDATION, AS APPLICABLE.(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SUI FOUNDATION AND YOU.
Governing Law and Forum Choice
These Terms and any action related thereto will be governed by the U.S. Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 17 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Sui Foundation are not required to arbitrate will be the state and federal courts located in San Mateo, California, and you and Sui Foundation each waive any objection to jurisdiction and venue in such courts.
(a) Mandatory Arbitration of Disputes. (a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Interface (collectively, “Disputes”
) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding
. You and Sui Foundation agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Sui Foundation are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.(b) Exceptions. . As limited exceptions to Section 17(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.(c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA
”) under its Consumer Arbitration Rules (the “AAA Rules
”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org
or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org
.Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.(d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under Applicable Law.(e) Injunctive and Declaratory Relief. Except as provided in Section 17(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.(f) Class Action Waiver. YOU AND SUI FOUNDATION AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.(g) Severability. With the exception of any of the provisions in Section 17(f) of these Terms (“Class Action Waiver
”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
(a) Reservation of Rights. Sui Foundation and its licensors exclusively own all right, title and interest in and to the Interface, including all associated intellectual property rights. You acknowledge that the Interface is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Interface.(b) Entire Agreement.These Terms constitute the entire and exclusive understanding and agreement between Sui Foundation and you regarding the Interface, and these Terms supersede and replace all prior oral or written understandings or agreements between Sui Foundation and you regarding the Interface. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by Applicable Law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Sui Foundation’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, will be null. Sui Foundation may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.(c) Notices. Any notices or other communications provided by Sui Foundation under these Terms will be given: (i) via email; or (ii) by posting to the Interface. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.(d) Waiver of Rights. Sui Foundation’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Sui Foundation. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms or the Interface, please contact Sui Foundation at [email protected]