1. DESCRIPTION OF SITE AND ACCURACY OF INFORMATION.
This Site contains information about the products and services offered by Blockgraph, including Blockgraph Trademarks (as defined below), pictures, information, digital images, articles, and other content(collectively, “Content”), all of which are protected under copyright law and/or other federal and state laws. Content may be in the form of text, data, music, sound, graphics, images, pictures, photographs, videos, software or other forms now known or later invented. We attempt to accurately describe our products. However, we do not warrant that product descriptions or other information on the Site is accurate, complete, reliable, current, or error-free.
2. OWNERSHIP, INTELLECTUAL PROPERTY, LICENSE AND USE OF THE SITE.
Blockgraph owns all right, title, and interest, and/or have a valid right to use and sublicense the Site and all Content on the Site, including, without limitation, all trademarks, service marks, logos and trade names used on the Site (collectively, "Trademarks"). All Trademarks are protected by United States and international copyright, trademark, patent, trade dress, and moral rights.
Subject to your compliance with these Terms, restrictions on use of the Site, and your payment of any applicable fees, Blockgraph grants you a limited, non-exclusive, non-transferable, non-sub licensable revocable right and license to access and use the Site (including the Content). The licenses granted by us terminate if you do not comply with these Terms. Blockgraph may, in its sole discretion, suspend, discontinue or terminate this license to you at any time for any reason. We reserve all rights not expressly granted to you in these Terms.
3. RESTRICTIONS ON ACCESSING AND USING THE SITE.
As a condition to accessing and using the Site in accordance with the license granted to you under these Terms, you agree to comply with the following rules:
a) You may not resell or commercially use any element of the Site, or its Contents, or employ data mining, robots, or similar data gathering and extraction tools;
b) You may not take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
c) You may not misuse the Site, nor access or use the Site in any way that could or is intended to interfere, damage or impair the operation of the Site, or any Content of or material displayed on the Site, or any server or network underlying the Site, or in any way that interferes with anyone else's use of the Site, as determined in our sole discretion;
d) You may not bypass any measures we may use to prevent or restrict access to the Site;
e) You may not copy, reproduce, duplicate, download, distribute (including/ without limitation, forwarding to others), modify, publish, transmit, display, sell, license, use, reuse or create derivative works of any of the Content or other material displayed on the Site or otherwise exploit the Site for any commercial purpose without our express written consent;
f) You may not frame or use framing techniques to enclose, nor link or "deeplink" to, any of our Trademarks or other proprietary information (including images, text, page layout, or form)without our express written consent and/or the consent of any third party we deem necessary;
g) You may not use any meta tags or any other “hidden text” using our name or Trademarks without our express written consent.
You may use the Site only as permitted by law.
You agree to notify us immediately if you suspect illegal, fraudulent or abusive activity or any activity in violation of these Terms.. If you notify us or if we otherwise suspect such activity, you agree to cooperate with us in any investigation and to use any prevention measures we prescribe.
5. THIRD PARTY LINKS.
The Site may contain links to third-party websites that we do not own, operate, or control. All such links are provided solely as a convenience to you. We are not responsible for and we do not warrant any content, materials, products, or other information on third-party websites.
6. ELECTRONIC COMMUNICATIONS.
When you use the Site or send messages or feedback to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails or texts, and you may retain copies of these communications for your records.
7. UNSOLICITED SUBMISSIONS POLICY.
If you send us any unsolicited material, and unless we indicate otherwise, you grant us a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display the unsolicited material throughout the world in any media. We and our sublicensees may use the name you submit in connection with such unsolicited material. You represent and warrant that you own or otherwise control all of the rights to the unsolicited material that you provide to us; that the unsolicited material is accurate; that use of the unsolicited material you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify us for all claims resulting from content you supply.
8. YOUR REPRESENTATIONS AND WARRANTIES.
You affirm, represent and warrant the following: (i) you are over the age of 18 and have the right and authority to enter into these Terms, and are fully able and competent to satisfy the obligations herein; (ii) you have read, understood, agree with, and will abide by these Terms; and (iii) our use of any information you submit as contemplated by these Terms will not infringe any rights of any third party, including, but not limited to, any intellectual property rights, privacy rights, and rights of publicity.
9. INDEMNITY AND HOLD HARMLESS.
You agree to defend, indemnify and hold harmless Blockgraph and its affiliates and owners, together with their respective employees, agents, directors, officers and shareholders (collectively, “Blockgraph”) from and against all the liabilities, claims, damages and expenses (including reasonable attorneys' fees and costs) arising out of your use of the Site, your breach or alleged breach of any of these Terms.
10. DISCLAIMER OF WARRANTIES.
You understand and agree that your use of the Site and its Content is at your own risk and that you will be solely responsible for any damage to your mobile device or computer or any other equipment or loss of data that may result from your use of the Site.
To the maximum extent permitted by applicable law, the Site and the Content are provided on an "AS IS" and "AS AVAILABLE" basis without any warranty of any kind, expressed, implied or statutory. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT.
Blockgraph makes no warranties that:
• the Site or Content will meet your requirements;
• the Site, its Content, and any services obtained through the Site will be uninterrupted, timely, secure, non-infringing or error-free;
• defects in the Site will be corrected; or
• the Site, Blockgraph’s servers, or electronic communications sent from Blockgraph or on our behalf are free of viruses or other harmful elements. No advice or information, whether oral or written, obtained from us or through our Site, its Content, and any services through the Site will create any warranty not expressly made herein. To the extent jurisdictions do not allow the exclusion of certain warranties, some of the above exclusions may not apply to you. We assume no liability or responsibility for any performance degradation, interruption or delays of the Site, or errors or omissions in any Content or other materials on or through the Site. We do not make any warranty or representation that your use of the material displayed on, or obtained through, the Site is non-infringing of any rights of any third party.
11. LIMITATION OF LIABILITY.
To the fullest extent permitted by applicable law, in no event will Blockgraph or its affiliates or owners, or any of its or the irrespective licensors or service providers, have any liability for personal injury, property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, business interruption, computer failure or malfunction, or any other consequential, incidental, indirect, exemplary, special, or punitive damages. The foregoing limitations will apply whether such damages arise out of breach of contract, tort (including negligence), or otherwise, and regardless of whether such damages were foreseeable or Blockgraph was advised of the possibility of such damages. The foregoing limitations will apply even if the above-stated remedy fails of its essential purpose. In the event of any problem with the Site, its Content, or any service or items obtained through the Site, your sole remedy is to cease using the Site,Content, service, or item. To the extent a state does not allow certain limitations of liability, some or all of the above limitations of liability may not apply to you; provided however, that our liability is limited to the maximum extent permitted by law in such state.
a) Notices and Announcements: Except as expressly provided otherwise herein, all notices to Blockgraph shall be in writing and delivered via overnight courier or certified mail, return receipt requested to:
Attn: Blockgraph CEO, 1407 Broadway, Floor 12, New York, NY 10018
b) Controlling Law. These Terms are governed by and construed in accordance with the internal laws of the Commonwealth of New York, without regard to its conflict of laws provisions. By using the Site, you consent to the exclusive jurisdiction of the state and federal courts in New York, NY, and any legal suit, action, or proceeding arising out of or related to these Terms shall be instituted exclusively in such courts.
c) Severability. If any provision of these Terms is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms will continue in full force and effect.
d) Entire Agreement: These Terms constitute the entire, complete and exclusive agreement between you and us regarding the Site and supersede all prior agreements and understandings with respect to the subject matter of these Terms.
e) Waiver: The remedies of Blockgraph set forth in these Terms shall be cumulative and not alternative, and the election of one remedy for a breach shall not preclude pursuit of other remedies. Any failure by us, at any time or from time to time, to enforce any of our rights under these Terms shall not constitute a waiver of such right.
13. CONTACT INFORMATION
Any questions regarding these Terms or the use of the Site should be addressed to: firstname.lastname@example.org