Last revised: 02/02/2024
These General Terms of Use (the “Terms”) apply to your access to, and use of, the infrastructure (as defined below) of PrivateAI (as defined below) and its Affiliates (as defined below), including the website https://privateai.com and any of its sub-domains (the “Website”), Tokens (as defined below) and Main Network with AI-powered interface (as defined below). These Terms do not alter the terms of any other agreement you may have with PrivateAI for products, services or otherwise (the “Agreement”). To the extent there is a conflict between any Agreement and these Terms, the terms of these Terms shall govern. The Terms are entered into between you (“you” or “your”) and PrivateAI.
By accessing or using, or both, of the Infrastructure, you agree that you have read, understood and accepted all of the terms and conditions stipulated in these Terms and you agree to be legally bound by these Terms. If you do not agree to these Terms, do not use the Infrastructure.
No legal entity, which is established under the laws of, or resident of, or individual, which is a national of, or resident of, the United States of America or North Korea (the “Restricted Countries”). If you are (i) located in; or (ii) under the control by legal entity, which is established under the laws of, or resident of, or individual, which is a national of, or resident of; or (iii) legal entity, which is established under the laws of, or resident of; or (iv) individual, which is a national of, or resident of, any one or more of the Restricted Countries, do not use the Infrastructure. By using the Infrastructure, you represent and warrant that you are not (i) located in; or (ii) under the control by legal entity, which is established under the laws of, or resident of, or individual, which is a national of, or resident of; or (iii) legal entity, which is established under the laws of, or resident of; or (iv) individual, which is a national of, or resident of, any one or more of the Restricted Countries.
In addition, when accessing or using, or both, of the Infrastructure, you shall be subject to any posted guidelines or rules applicable to the Infrastructure, which may be posted and modified from time to time by PrivateAI or any of its Affiliate. All such guidelines or rules, including, but not limited to, the Privacy Policy are hereby incorporated by reference into these Terms.
PrivateAI may make changes to these Terms from time to time. The changes shall become effective when published. Please review the Terms on a regular basis. You understand and agree that your express acceptance of the Terms or your access or use, or both, of the Infrastructure, after the date of publication shall constitute your agreement to the updated Terms. You can determine when these Terms was last revised by referring to the “Last Revised” legend at the top of then-current version of the Terms on the Website or any other website as may be determined by PrivateAI from time to time.
If you are accessing or using, or both, of the Infrastructure with third party products, hardware, software applications, programs or devices (the “Third Party Technology”), you agree and acknowledge that: (i) you may be required to enter into a separate licence agreement with the relevant third party owner or licensor for the use of such Third Party Technology, (ii) the Infrastructure may not be accessible through the Third Party Technology, and (iii) PrivateAI cannot guarantee that the Infrastructure shall always be available on or in connection with such Third Party Technology.
The Infrastructure presents the current status and future plans for the Project (as defined below). The sole purpose of the Infrastructure is to provide information, and is not to provide a precise description on future plans. Unless explicitly stated otherwise, the Infrastructure is still under development and PrivateAI or any of its Affiliate, or both, does not provide a statement of quality assurance or affidavit for the successful development or execution of the Project.
The Content (as defined below) is for informational purposes only. You should not construe any such information or other material as legal, tax, investment, financial, or other advice. Nothing contained in the Content constitutes a solicitation, recommendation, endorsement, or offer by PrivateAI or any of its Affiliate, or both, or any third party service provider to buy or sell any financial instruments in any jurisdiction.
All Content is information of a general nature and does not address the circumstances of any particular individual or entity. Nothing in the Content constitutes professional and/or financial advice, nor does any information in the Content constitute a comprehensive or complete statement of the matters discussed or the law relating thereto. You alone assume the sole responsibility of evaluating the merits and risks associated with the access or use, or both, of the Content or Infrastructure, or both, before making any decisions based on the information contained in the Content.
1.1. In addition to the terms defined elsewhere in these Terms, for all purposes of these Terms, the following terms have the meanings set forth in this Section 1.1:
a. “Affiliate” means, in relation to any person at a given time, any other person that, directly or indirectly, or both, controls, is controlled by or is under common control, with such person. For the purposes of these Terms, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any person, means the possession, directly or indirectly, or both, of the power to direct or cause the direction, or both, of the management and policies of such person, whether through the ownership of voting shares, by contract, or otherwise;
b. “Business Day” means any day except Saturday, Sunday and any day which shall be a legal holiday in the Cook Islands or a day on which banking institutions in the Cook Islands are authorized or required by law or other governmental action to close;
c. “Constitutional Documents” means, in respect of any person at any time, the then current and up-to-date constitutional documents of such person at such time (including, without limitation, such person’s memorandum and articles of association, certificate of incorporation, articles of incorporation or commercial registration certificate);
d. “Content” the information, materials, services, and other content available on or through the Infrastructure from time to time. This includes but is but not limited to Website, White Paper, Deck, Blogs, Social Media publications and any other written materials;
e. “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, executive, judicial or administrative functions of or pertaining to government, including without limitation any government authority, agency, department, board, commission or instrumentality and any court, tribunal or arbitrator(s) of competent jurisdiction and any self-regulatory organization. For the avoidance of doubt, Governmental Authority may include private bodies exercising quasi-governmental, regulatory or judicial-like functions to the extent they relate to any one or more of the following: you, PrivateAI, Infrastructure or Project;
f. “Infrastructure” means any one or more of the following: Website, Token, Main Network, Protocol (as defined below), and any other correlative software, materials, documents and IP which PrivateAI or any of its Affiliate, or both, make available in connection with your access or use, or both, of any one or more of the following: Website, Token, Main Network.
g. “IP Rights” means all vested, contingent and future intellectual property rights, including worldwide statutory and common law rights, relating to, or owned by the relevant person anywhere in the world in IP, and all its variations, modifications or enhancements together with any application or right to apply for registration, renewal, extension or protection of those rights;
h. “IP” means: any or all of the following anywhere in the world:
(i) all patents;
(ii) all inventions (whether patentable or not), ideas, processes, invention disclosures, improvements, trade secrets, proprietary information, know-how, technology, improvements, discoveries, technical data, customer lists, proprietary processes and formulae, all source and object code, algorithms, architectures, structures, display screens, layouts, development tools and all documentation and media constituting, describing or relating to the above, including manuals, memoranda and records);
(iii) all copyrights, copyrightable material including derivative works, revisions, transformations and adaptations, material that is subject to non-copyright disclosure protections, and all other works of authorship and designs (whether or not copyrightable);
(iv) all Trademarks;
(v) domain names;
(vi) web sites and related content, and
(vii) all manuals, documentation and materials relating to the above;
i. “Blockchain” means an autonomous distributed network, which produces blocks and digital commodities for the Main Network (as defined below). Subsidiary distributed ledgers of the Main Network may enforce its own internal logic, rules and laws for internal governance and interaction with any external applications or hardware;
j. “Main Network” or “Main-Net” means PrivateAI protocol including blockchain, Artificial Intelligence-powered platforms and data sharing distributed solutions;
k. “PrivateAI” means WEB3 FOUNDATION LLC, a Limited Liability Company incorporated under the laws of the Cook Islands;
l. “Project” means PrivateAI cryptographic and non-cryptographic digital ecosystem, consisting of the Main Network, governed by the so-called “PrivateAI Protocol” (the “Protocol”), and a set of AI-powered applications and frameworks;
m. “Taxes” means any applicable in a given jurisdiction federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties;
o. “Token” means a native substrate-based PGPT token of PrivateAI or its equivalent via BEP20, or ERC20 or any other similar blockchain asset that is programmed using a smart contract system (the “Smart Contract System”) that is compatible with the Ethereum or another Layer1 blockchain; and
p. “Trademarks” means: (i) the trademarks, trade names and service marks used by the relevant person, whether registered or unregistered; (ii) the respective stylistic marks and distinctive logotypes for such trademarks, trade names and service marks, and (iii) such other marks and logotypes as the relevant person may designate from time to time in writing.
2.1. You are hereby granted the limited, personal, non-transferable and non-exclusive right to access or use, or both, the Infrastructure solely for personal, non-commercial purposes.
2.2. You shall not access or use, or both, the Infrastructure in any manner that may impair, overburden, damage, disable or otherwise compromise the Infrastructure.
2.3. When you access or use, or both, the Infrastructure, you agree and undertake to comply with the following provisions:
a. during the access or use, or both, of Infrastructure, all activities you carry out should comply with the requirements of applicable laws and regulations, these Terms, and various guidelines of PrivateAI or any of its Affiliate, or both;
b. your use of Infrastructure should not violate public interests, public morals, or the legitimate interests of others, including any actions that would interfere with, disrupt, negatively affect, or prevent other users from using the Infrastructure;
c. without prior written consent from PrivateAI, you may not modify, disassemble, remove or alter the Infrastructure;
d. you will not use the Infrastructure for resale or commercial purposes, including transactions on behalf of other persons or entities, unless expressly agreed with us in writing;
e. you will not engage in fraudulent activities, or cause us to suspect that you or any user(s) have engaged in fraudulent activities and/or transactions;
f. you will not use the Infrastructure in a manner that result in, or may result in, complaints, disputes, claims, reversals, fees, fines, penalties, or other liability to PrivateAI or its Affiliate or both, other users, third parties, or yourself;
g. you will not provide false, inaccurate or misleading information in connection with your use in communication with us, or otherwise connected with these Terms;
h. you will not use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of the Infrastructure, or replicate or bypass the navigational structure or presentation of Infrastructure in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner not purposely provided through the Infrastructure;
i. you will not attempt to access any part or function of the Infrastructure without authorisation, or connect to Infrastructure by hacking, password mining or any other unlawful or prohibited means;
j. you will not (i) probe, scan or test the vulnerabilities of Infrastructure, or violate any security or authentication measures on Infrastructure; (ii) reverse look-up, track or seek to track any information of any other users or visitors of Infrastructure; (iii) use any devices, software or routine programs to interfere with the normal operation of Infrastructure or any transactions on Infrastructure, or any other person’s use of Infrastructure; (iv) modify or adapt the whole or any part of the Infrastructure or combine or incorporate the Infrastructure into another programme or application; (v) facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or information in connection with the Infrastructure.
2.4. PrivateAI reserves the right to temporarily disable or permanently discontinue any and all functionality of the Infrastructure at any time without notice and with no liability to you.
3.1. You acknowledge and agree that the Infrastructure falling into PrivateAI’s IP and IP Rights to it and to all related materials to it is owned by PrivateAI or any of its Affiliate, or both. All uses of PrivateAI’s IP shall inure to the benefit of PrivateAI.
3.2. You shall use PrivateAI’s IP: (i) only in strict accordance with specifications and directions supplied by or on behalf of PrivateAI from time to time, and (ii) only in the form and style approved by PrivateAI.
3.3. You shall not include all or any portion of PrivateAI’s IP in your IP or in the IP of any other person, or both.
3.4. You shall not use PrivateAI’s IP in a manner likely to cause confusion with, dilute of damage the goodwill, reputation or image of PrivateAI.
3.5. You shall not register, attempt to register or lay common law claim to any PrivateAI’s IP, or any IP, confusingly similar to PrivateAI’s IP.
You hereby represent and warrant to PrivateAI that:
4.1. you understand and accept that the Main-Net and Smart Contract System concepts, the underlying software application and software platform (i.e. the Ethereum and Binance Smart Chain blockchain, PrivateAI Main-Net, PrivateAI Artificial Intelligence solutions and PrivateAI EVM) are still in an early development stage and unproven, which is why there is no warranty that the process for creating the Infrastructure, or both, will be uninterrupted or error-free and why there is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of the Tokens;
4.2. you understand and accept that the blockchain technolo
gy allows new forms of interaction and that it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which may be contrary to the current setup of the Main-Net or the Smart Contract System and which may, inter alia, result in substantial modifications of the Main-Net or Smart Contract System or Infrastructure, or both, including its termination and the loss of the Tokens for you;
4.3. you understand and accept that the creation of the Tokens and the development of the Infrastructure may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects). You therefore understand that there is no assurance that, even if the Infrastructure is partially or fully developed and launched, you will receive any benefits through the Tokens held by you;
4.4. you understand and accept that the Infrastructure may give rise to other, alternative projects, promoted by third parties, both affiliated and unaffiliated to PrivateAI, under which the Tokens will have no intrinsic value;
4.5. you understand and accept that the any third party may establish, launch or operate any project on the Main Network and PrivateAI shall not be responsible or liable for any losses resulting directly or indirectly from any act or omission of any such third party or any of its Affiliate, or both, or any error, negligence, or misconduct of any such third party, or any of its Affiliate, or both. PrivateAI may use its public channels to promote projects developed by unaffiliated third parties, but this does not imply endorsement of the project, nor does PrivateAI assume any liabilities for any wrongdoing committed by third-party projects operating on PrivateAI. You understand that it is your responsibility to perform the necessary due diligence and perform research before engaging with such third-party projects or contributing your funding to them;
4.6. the Token can be accessed by using a PrivateAI standard wallet (for the main-net token) and most Ethereum-compatible wallets (for the ERC20 token and Blockchain of EVM networks) with a combination of your account information (address), private key and password. The private key is encrypted with a password. You understand and accept that if your private key file or password respectively got lost or stolen, the obtained Tokens associated with your account (address) or password will be unrecoverable and will be permanently lost. PrivateAI expressly disclaims any liability from hacking or any other unauthorized access to any of your wallets, including the PrivateAI standard wallet on the Main-Net. Therefore, you understand that PrivateAI nor its Affiliate will not get involved in any dispute, or the resolution of the dispute, relating to any Tokens held in any of your wallets;
4.7. you understand and accept that the Main-Net and Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum or Binance Smart Chain blockchain) may be exposed to attacks by hackers or other persons that could result in theft or loss of the Tokens, impacting the ability to develop the Infrastructure;
4.8. you understand and accept that, as with other digital assets, the blockchain used for the Main-Net and Smart Contract System is susceptible to mining attacks, including double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks present a risk to the Smart Contract System, expected proper execution and sequencing of Tokens transactions, and expected proper execution and sequencing of contract computations;
4.9. you understand and accept, that the wallet or wallet service provider used by you have to be technically compatible with the Token. The failure to assure this may have the result that you will not gain access to the Tokens;
4.10. you have a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with digital assets, like BNB, PGPT, DOT, BTC and ETH, and blockchain-based software systems;
4.11. you have carefully reviewed these Terms and the code of the Main-Net and Smart Contract System and fully understand and accept the functions implemented therein;
4.12. you understand and accept that that the Token is a cryptographic cross-chain utility token. The purpose of the Token is to enable usage and facilitate the participation and interaction with the Main Network or Blockchain of EVM, support its development and operation and use it as service fee in related to the Main Network or EVM activities. The Token is not divisible on the Main-Net, therefore, fractional share of the Tokens may be purchased or useable in any Blockchain of EVM services only;
4.13. you understand and accept that ownership of Token carries no rights, whether express or implied, other than a limited right (license) to use the Protocol as well as the conversion function of the Main-Net or Smart Contract System, both as specified in these Terms, if and to the extent the Protocol has been successfully completed and launched;
4.14. you understand and accept that by receiving of Tokens no form of partnership, joint venture or any similar relationship between you and PrivateAI, or any of its Affiliate, or both, is created;
4.15. you understand and accept that the receipt of Tokens: (i) does not provide you with rights of any form with respect to any one or more of the following: PrivateAI, its Affiliates, or their revenues or assets, including, without limitation, any voting, distribution, redemption, liquidation, proprietary (including all forms of their IP Rights) or other financial or legal rights; (ii) is not a loan to PrivateAI; and (iii) does not provide you with any ownership, equity, or other interest in PrivateAI or any of its Affiliate, or both;
4.16. you understand and accept that that PrivateAI retains all IP Rights in all of PrivateAI’s IP contained in Infrastructure, or any other IP, arising out or in connection with the Infrastructure;
4.17. you understand and accept that the Token may only be utilized on the Main Network, is non-refundable and cannot be exchanged for cash or any payment obligation by PrivateAI or any of its Affiliate, or both;
4.18. you understand and accept that: (i) the Token does not represent or confer on you any ownership right, shareholding, participation, right, title, or interest of any form with respect to PrivateAI, or any of its Affiliate, or both, or any other company, enterprise or undertaking, or any of their revenues or assets, including without limitation any right to receive future revenue, dividends, shares, ownership right or stake, share or security, any voting, distribution, redemption, liquidation, proprietary (including all forms of IP), or other financial or legal rights or equivalent rights, or IP Rights or any other form of participation in or relating to the Main Network; (ii) is not intended to be a representation of currency or money (whether fiat or virtual or any form of electronic money), security, commodity, or any other kind of financial instrument or investment; (iii) is not intended to represent any rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss; (iv) is not a loan and is not intended to represent a debt owed by any person, and there shall be no expectation of profit or interest income arising in connection therewith; (v) is not any form of financial derivative; (vi) is not any form of commercial paper or negotiable instrument, and (vii) is not any commodity or asset that any person is obliged to redeem or purchase, or both;
4.19. you are not acquiring Tokens for the purpose of speculative investment or any illegal purposes;
4.20. you understand that PrivateAI, or any of its Affiliate, or both, has no obligation to buy back any Tokens from you, nor are indebted to you, otherwise required to repay you in money or in kind, provide any services or to deliver any goods, products or IP Rights to you as the result of these Terms;
4.21. you understand that the Infrastructure and Project carries significant financial, regulatory and reputational risks. No warranty whatsoever on any one or more of the following: the Infrastructure, Main-Net, Smart Contract System or the success of the Project, expressed or implied, to the extent permitted by law of Cook Islands, and that the Smart Contract System is used and Tokens are obtained at your sole risk on an “as is” and “under development” basis and without, to the extent permitted by law of Cook Islands, any warranties of any kind, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose;
4.22. you understand with regard to the Tokens no market liquidity may be guaranteed and that the value of the Tokens over time may experience extreme volatility or depreciate in full;
4.23. you understand that you bear the sole responsibility to determine the action or transaction related to the Tokens have tax implications for you; by exchanging, holding or using Tokens, and to the extent permitted by law, you agree not to hold PrivateAI or any of its Affiliate, or both, liable for any tax liability associated with or arising from the exchange, ownership or use of the Tokens or any other action or transaction related to the Protocol;
4.24. you have all requisite power and authority to carry out and perform all your obligations under these Terms. All action on your part required for the lawful performance of all your obligations under these Terms have been or will be effectively taken. These Terms constitutes a legal, valid and binding obligation of you enforceable against you in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law);
4.25. the execution, delivery and performance of these Terms will not result in: (i) any violation of, be in conflict with or constitute a material default under, with or without the passage of time or the giving of notice of: (a) any agreement, obligation, duty or commitment to which you are a party or by which it is bound; (b) any laws, statutes, ordinances, rules, regulations, judgments, injunctions, administrative interpretations, orders and decrees of any Governmental Authority, including amendments thereto (collectively, the “Laws”), or (ii) the creation of any lien, charge or encumbrance upon any your assets;
4.26. the performance under these Terms require no approval or other action from any Governmental Authority or person or entity other than PrivateAI, except for such consents, approvals, authorizations, orders, filings, registrations or qualifications as have already been obtained or made and are still in full force and effect;
4.27. you are not relying on PrivateAI or any of its Affiliates, owners, directors, officers, counsel, employees, agents or representatives for legal, investment or tax advice. You represent that to the extent that you have any questions with respect to these Terms, you have sought professional advice;
4.28. neither you, nor any person for whom you are acting as agent or nominee in connection with Infrastructure, has been or is: (i) the subject of sanctions administered or enforced by the United States (including without limitation the U.S. Department of the Treasury’s Office of Foreign Asset Control), the United Kingdom, the European Union or any other Governmental Authority (collectively, the “Sanctions”), (ii) resident in a country or territory that is the subject of country-wide or territory-wide Sanctions, or (iii) otherwise a party with which PrivateAI is prohibited from dealing with under applicable Laws;
4.29. to the extent required by applicable Laws, you have complied and will continue to comply with all anti-money laundering and counter-terrorism financing requirements;
4.30. the assets, including any fiat or virtual assets, or both, you use to perform your obligations hereunder are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and you will not use, or permit the use of, the Tokens to finance, engage in or otherwise support any unlawful activities;
4.31. you are aware that it may be unable to trade or otherwise dispose of ownership of the Tokens. You acknowledge and agree that it may be required to bear the financial risks of the Tokens for an indefinite period of time.
5.1. Except as expressly provided by these Terms and applicable Laws, PrivateAI shall not in no event be responsible or liable to you or any other person or entityfor any losses (including loss of profits, business or opportunities) damages or costs resulting directly or indirectly from: (i) any act or omission of you or any of your Affiliate, or both, or their agent, or any error, negligence, or misconduct of you, or any of your Affiliate, or both; (ii) failure of transmission or communication facilities; (iii) any other cause or causes beyond PrivateAI’s control, including, without limitation, for reasons such as acts of God, fire, pandemics, flood, strikes, work stoppages, acts of terrorism, governmental or regulatory action, delays of suppliers or subcontractors, war or civil disturbance, self-regulatory organization actions, telecommunication line or computer hardware failures and any other telecommunication failures; (iv) PrivateAI’s reliance on any instructions, notices, or communications that it believes to be from an individual authorized to act on behalf of you, and you hereby waives any and all defences that any such individual was not authorized to act on behalf of you; (v) government restrictions; exchange, regulatory, or market rulings; suspension of trading; military operations; terrorist activity; strikes, or any other condition beyond PrivateAI’s control, including without limitation extreme market volatility or trading volume; or (vii) any action taken by PrivateAI to comply with applicable Laws or these Terms.
5.2. YOU ACKNOWLEDGE AND AGREE THAT YOU WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND WE OTHERWISE AGREE IN WRITING. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY.
5.3. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (I) IN NO EVENT WILL PRIVATEAI BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE INFRASTRUCTURE OR PROJECT, OR BOTH, OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF PRIVATEAI, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE INFRASTRUCTURE OR PROJECT, OR BOTH, OR OTHERWISE RELATED TO THESE TERMS, OR THE USE OF OR INABILITY TO USE THE TOKENS, EXCEED THE USD 10 (10 US DOLLARS).
6.1 You hereby agree to indemnify any one or more of the following: PrivateAI, any of its Affiliate, and its and their respective owners, directors, officers, employees, representatives and advisors, and to hold each of them harmless, from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third-party, governmental authority, or industry body, loss (including any direct, indirect or consequential losses, loss of profit, loss of reputation), damage, liability, costs or expenses, including without limitation all interest, penalties, and legal and other reasonable attorneys’ fees and costs of investigation, to which they may be put or which they may reasonably incur or sustain due to or arising out of; (i) any inaccuracy in or breach of any your representation or warranty or your Affiliate or agents, whether contained in these Terms or any other document provided by You to PrivateAI in connection with these Terms; (ii) any nonfulfillment or breach of any covenant, agreement, or other provision by you or your Affiliate or agents, whether contained in these Terms or any other document provided by you to PrivateAI in connection with these Terms, (iii) the receiving by you of Tokens in violation of the applicable Law or these Terms. (iv) your contravention of any applicable law and (v) your violation of the rights of any third party. Notwithstanding any provision of these Terms, you do not waive any right granted to you under any applicable Law. All indemnification provisions shall survive the termination of these Terms.
7.1 You hereby agree to release us from any and all claims and demands (and waive any rights you may have against us in relation to any Losses you may suffer or incur), arising directly or indirectly out of or in connection with any dispute that you have with any other user or other third party in connection with the Infrastructure or the subject matter of these Terms.
8.1. Because of the uncertainty of future events and circumstance, PrivateAI does not guarantee that its forecasts, projections, advice, recommendations or the contents of any report, presentation or other document will be achievable, and you acknowledge and agree that PrivateAI gives the same to address specific circumstances at the time.
8.2. PrivateAI may assign, transfer, mortgage, charge, declare a trust of, or deal in any other manner with any or all of its rights and obligations under these Terms without your prior written consent.
8.3. These Terms shall be governed in all respects, including as to validity, interpretation and effect, by the laws of Cook Islands. All disputes or claims arising out of or in connection with these Terms, including disputes relating to its validity, breach, termination or nullity, shall be finally settled exclusively by the courts of Cook Islands.
8.4. These Terms set forth the entire agreement between you and PrivateAI with regard to the subject matter hereof.
8.5. Should any term, condition, provision or part of these Terms be found to be unlawful, invalid, illegal or unenforceable, that portion shall be deemed null and void and severed from these Terms for all purposes, but such illegality, or invalidity or unenforceability shall not affect the legality, validity or enforceability of the remaining parts of these Terms, and the remainder of these Terms shall remain in full force and effect, unless such would be manifestly inequitable or would serve to deprive either Party of a material part of what it bargained for in entering into these Terms.
8.6. Nothing contained in these Terms shall be deemed to constitute either party a partner, joint venture or employee of the other Party for any purpose.
