Terms of Service

These Terms of Services are between you and SmartCirqls Inc. d/b/a Qila.io (“Qila,” “Company” “we,” “our,” or “us”).

The Terms of Service shall be deemed to include all additional guidelines, terms, rules, conditions, policies, and procedures that are referred to herein or that may otherwise be published on the Sites by Qila from time to time (collectively, the “Policies”), including without limitation, the AUP, Documentation. and Privacy Policy

These Terms set forth the legally binding Terms and Conditions that govern your use of the Sites and Services. By accessing or using the Sites or Services, you are accepting these terms (on behalf of yourself or in the alternative, on behalf of the legal entity for which you act (“User” or “You”), and You represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). You further Represent and Warrant that you are otherwise legally permitted to use the Services in your jurisdiction and that the Company is not liable for your compliance with such applicable laws. These Terms require agreement to a Mandatory Arbitration Agreement to resolve any and all disputes arising from the use of the Sites or Services as outlined below. You may not access or use the Sites or Services or accept the Terms if you are not at least 18 years of age. If you do not agree with all of the provisions of these Terms, do not access and/or use the Sites and Services.

• Agreement. This Terms of Services Agreement (the “Agreement” or these “Terms”) establish the terms that apply to you when you use the websites located at https://qila.io and corresponding sub-domains (the “Sites”), platform, all related tools, applications, data, software, and other Services provided by us (collectively the “Services”). All related Policies pertaining to the use of the Sites and Services are incorporated by reference into these Terms and constitute a legal binding agreement between you and the Company in relation to your use of the Services. This Agreement may be modified at any time by Qila upon publication of the modified Agreement via the Sites. Any such modifications shall be effective immediately. You can view the most recent version of these Terms at any time at Terms and Policy Each use by you shall constitute and be deemed your unconditional acceptance of this Agreement.
• Privacy. Your use of the Sites and Services is also governed by our Privacy Policy. Please review our Privacy Policy at Privacy Policy, which is incorporated by reference into this Agreement.

Services.

• Services Offered We provide a Blockchain-As-A-Service platform ( “Platform”) that helps Users adopt blockchain technologies intended to allow Users to mint unique non-fungible tokens (“Token”) linked with physical or digital assets (“Assets”) on a private blockchain network. The Company provides methods and information to allow Users who access the Platform to store and create these tokens in a decentralized and autonomous manner. To access certain services or some resources offered on the Platform, the User may be asked to provide certain registration details or other information. The Services rely on the Company’s decentralized autonomous suite of smart contracts that enables the creation, use, transfer, exchange, and redemption of tokens that represent commercial activity. Other Services or resources offered on the Platform may require the User to utilize certain Web3 capabilities, such as a digital asset wallet capable of interacting with the User’s account (“Account”).
• Orders In order to engage the Services of the Company, User shall enter into a binding Service-Level Agreement (“SLA”) that shall set forth all expectations by and between the Company and User, describes the specific products and services to be delivered (“Order”), defines review and redressing procedures and identifies the single point of contact for end-user problems. The SLA shall further contain termination process and terms, including the circumstances that allow for the cancellation of the SLA prior to its expiration date, as well as the notice period required by each party if such action is pursued. All Orders shall be subject to the terms and conditions of this Agreement. To the extent there is any conflict between the terms of this Agreement and the terms of any SLA, the terms of the SLA shall prevail.
• Modification. Company reserves the right, at any time and for any reason, to modify, suspend, or discontinue the Sites, Services, Platform, or SLA then in place (in whole or in part) with or without notice to you. If any such revisions materially reduce features or functionality provided pursuant to an Order, User may within thirty (30) days of notice of the revision terminate such Order, without cause, if such Order is the only one outstanding or User may stop any and all use of the Sites and Services and terminate ones User Account. If any such revision to any SLA then in place materially reduces service levels provided pursuant to an outstanding Order, the revisions will not go into effect with respect to such Order until the start of the Term beginning thirty (30) or more days after Company posts the revision and so informs User.

Certain Disclaimers on Services.

• We are not a wallet provider, exchange, broker, financial institution, or creditor. We do not accept liability for any loss suffered by a User in connection with the User losing a link key or a private key.
• Users should always ensure their wallet passwords and seed phrases are secure and not shared with any other party. We provide a peer-to-peer service that helps parties discover and directly interact with each other. Your ownership of Assets remains contingent upon you remaining in control of your wallet. We have no ability to access or restore any seed phrases or private key(s) associated with your wallet and we will not store any information in connection with your wallet beyond that required for the minting of Tokens, including information associated with your Assets.
• We do not have custody or control over the Assets, and we do not execute or effectuate purchases, transfers, payments, or sales of Assets. To use our Services, Users may use a third-party wallet which allows it to engage in transactions on blockchains. Additionally, User understands and agrees that we only make the Platform available. We are not party to any agreement entered into between Users and another User, and we have no control over the conduct of any Users.
• Right to Access. Subject to your compliance with these Terms, Qila hereby grants you a non-exclusive, revocable, non-transferable right to access and view the Sites and Services. You agree not to copy materials on the Sites and Services, reverse engineer, or break into the Sites or Services, or use materials, products, or Services in violation of any law. The use of the Sites and Services is at the discretion of the Company and the Company may terminate your use of the Services at any time. The Company may use third-party services providers to monitor and analyze the use of our Sites and Services. For more information on the Privacy Policy of the Company, please review our Privacy Policy at Privacy Policy.

Accounts

• Account Creation. To access most features of the Services, you must register for an account. You must complete the registration process by providing us with current, complete, and accurate information, as prompted by the applicable account onboarding form.
• Accuracy of Information. You represent any information you provide is current, complete, and accurate and acknowledge that if you provide any information to us that is not current, complete, and accurate, Qila may terminate these Terms and your continued access and use of the Services. You agree to update your information if it is no longer current, complete, and accurate.
• Eligibility. You represent and warrant that: (1) you have not been previously suspended or removed from the Services; and (2) your registration and your use of the Services is in compliance with all applicable laws. Qila provides the Services from the United States and directs the Services to Users in the United States. If you are using the Services from outside the United States, the Services may not be appropriate or permitted under applicable law. It is your responsibility to use the Services in accordance with all applicable law in any jurisdiction that applies to you.
• Intended Audience. The Sites and Services are intended only for use by adults, as such age is determined by the appropriate legal authority in the jurisdiction in which a user operates the Services (“Adult”). By accessing or using any part of the Services, you warrant and represent that you are Adult with the full authority, right, and capacity to enter into this Agreement and abide by all the terms and conditions of Terms. If you are not an Adult, you are prohibited from both the access and usage of the Services offered by the Company. No individual under the applicable age of legal majority may submit personal information of any kind to the Sites or Services.

User Responsibilities.

• Use of the Services. Use of the Platform, except to the extent caused by a potential breach of this Agreement by Qila, you agree that:
  • You are responsible for all activities that occur with respect to your use of the Sites or Services, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including any contractors, agents, or other End Users); and
  • We and our affiliates are not responsible for unauthorized access to the Sites, Services, or your account, including any access that occurred as a result of fraud, phishing, or other criminal activity perpetrated against you by third parties.
• Profile Holds. From time to time, the Company may place a hold (“Hold”) on your Account. Some of the reasons that we may place a Hold on your Account include but are not limited to the following:

  (i) if we have reason to believe that your actions have violated this Agreement, may harm our business, are deceptive, misleading, unlawful or have harmed a third party or interfere with a third party contractual right;

  (ii) at the request of our payment processors or due to delayed payment; and/or

  (iii) if required in order to comply with a court order, subpoena, writ, injunction, or as otherwise required under applicable laws and regulations.

  If you have any questions about a Hold we may have placed on your Account, or need information about how to resolve the Hold, please contact us. Additionally, we may suspend your access to the Services while such Hold is in place.
• Your Security and Backup. You are solely responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect, and backup your accounts and/or your Content in a manner that will provide appropriate security and protection, which might include use of encryption. If you are not able to be responsible for your own account security, or do not want such an obligation, then you should not use the Services. Your obligations under this Agreement include ensuring any available software updates or upgrades to our Services you are using are promptly installed or implemented, and recording and securely maintaining any passwords or secret recovery phrases that relate to your use of the Services. You acknowledge that certain methods of securing any log-in credentials, such as storing it as a digital file on your personal devices or on a cloud storage provider, may increase the risk that your account will be compromised. You further acknowledge that you will not share with us nor any other third party any secret recovery phrase that relates to your use of the Services, and that we will not be held responsible if you do share any such password or phrase, whether you do so knowingly or unknowingly. For the avoidance of doubt, we take no responsibility whatsoever for any theft of any Log-In credential, password, or secret recovery phrase that involved intrusion into a cloud provider’s data repository.
• Log-In Credentials and API Authentication. To the extent we provide you with log-in credentials and API authentication generated by the Services, such log-in credentials and API authentication are for your use only and you will not sell, transfer, or sublicense them to any other entity or person, except that you may disclose your password or private key to your agents and subcontractors performing work on your behalf.
• Restrictions. As a User, you may use the Services solely for lawful purposes, and you may not (and you may not allow or assist any third party to):
  • use, copy, modify, create derivative works, install, transfer, or distribute the Services, except as specifically described in these Terms and any usage limitations communicated to you;
  • rent, lease, or otherwise permit third parties to use the Services, or reformat, mirror, or frame any portion of the Services;
  • circumvent or disable any security features of the Services, or probe, scan, or test the vulnerability of the System;
  • gain unauthorized access to the Services, to other Users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Services;
  • use the Services to distribute any viruses or other malicious code, or to transmit large amounts of data in a way that would be expected to have a detrimental effect on the Services;
  • use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or reproduce or circumvent the navigational structure or presentation of the Services or its contents;
  • reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms related to the Services (except to the extent this restriction is prohibited by applicable law);
  • use the Services to transmit
    • (i) any content or information that is unlawful, fraudulent, threatening, harassing, abusive, hateful, libelous, defamatory, obscene or otherwise objectionable,
    • (ii) any material, non-public information about individuals or companies without the authorization to do so,
    • (iii) any trade secret of any third party, and/or
    • (iv) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us), or engage in spamming or flooding;
  • restrict, discourage, or inhibit any other User from using the Services;
  • disclose personal information about a third party or another User on the Services or obtained from the Services without the consent of such third party or User, or solicit, harvest, or collect information about other Qila Users without their consent;
  • violate any applicable federal, state, or local laws or regulations;
  • use the Services in violation of Qila’s or any third party's intellectual property or other rights;
  • express or imply that any statements you make are endorsed by Qila, without our prior written consent in each instance; or
  • use or access the Services to build a competing Service.

Payment.

• Payment Terms. You must provide current, complete, and accurate information for your payment information. You must promptly update all information to keep your payment information current, complete, and accurate, such as a change of billing address, credit card number, or credit card expiration date, and you must promptly notify us or any third-party payment processors if your payment method is cancelled, whether due to expiration, loss, or theft, or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. Changes to such information shall be made by emailing the Company at legal@qila.io. We reserve the right to modify or waive fees required to use certain parts of the Services. All prices are in U.S. Dollar currency unless otherwise indicated. You agree to pay all fees or charges to your account in accordance with the billing terms in effect at the time a fee or charge is due and payable. The Company reserves the right at any time to change its prices and billing methods by posting such information on our Sites and Services. Except as otherwise set forth herein or agreed to by the Company, all Fees are non-refundable. Fees may be updated from time to time, including by temporary promotion, and may vary by the merchant or vendor assessing such Fees on the Company’s behalf. The Company reserves the right to refuse or cancel your transactions if fraud or unauthorized or illegal transactions are suspected. The Company has no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Services.
• Subscription Fees. Users shall pay Company the fees agreed upon for each Order (“Subscription Fee”). Company’s invoices are due within thirty (30) days of issuance. For late payment, User shall pay interest charges from the time the payment was due at the rate that is the lower of 1.5% per month or the highest rate permissible under applicable law.
• Taxes.Amounts due under this Agreement or any applicable SLA are payable to Company without deduction and are net of any tax, tariff, duty, or assessment imposed by any government authority (national, state, provincial, or local), including without limitation any sales, use, excise, ad valorem, property, withholding, or value added tax withheld at the source. If applicable law requires withholding or deduction of such taxes or duties, User shall separately pay Company the withheld or deducted amount.
• The Company is not responsible for any tax treatment related to tokens, including but not limited to, any gain, loss, or income generation experienced while using the Services. You are solely responsible for payment of all applicable sales, use, and other taxes and government charges, whether federal, state, or foreign, for the sale or purchase of any items. The Company shall not be responsible for any tax withholdings on your behalf.
• Third-Party Payment Processors. We us third-party payment processors (“Payment Processors”) to bill you through a payment account linked to your Account on the Services (“Billing Account”) for use of the paid Services. The processing of payments may be subject to the terms, conditions, and privacy policies of the Payment Processors, in addition to this Agreement. We are not responsible for error by the Payment Processors. By choosing to use paid Services, you agree to pay us, through the Payment Processors, all charges at the prices then in effect for any use of such paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processors, to charge your chosen payment provider (“Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

Ownership

• Content All content included on the Services is and shall continue to be the property of Qila, or its content suppliers and is protected under applicable copyright, patent, trademark, and other proprietary rights. Any copying, reuse, redistribution, modification, download, report, use or publication by you of any such content or any part of the Sites or Services is prohibited, except as expressly permitted in this Agreement.
  • Our Services allows you to post, link, store, share and otherwise make available certain information, text or other material (“Content”). You are responsible for Content that you post on or through the Services, including its legality, reliability, and appropriateness.
  • By posting Content on or through our Sites or Services, you represent and warrant that:
    • Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms; and
    • That the posting of your Content on or through the Sites or Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity.
  • Any content contributed to the Services by you (e.g. in connection with a contest, solicitation, or social media activity) shall belong to the Company. If such a transfer of ownership is not possible, the Company shall automatically receive an irrevocable, perpetual, royalty-free license to use such content on the Services and related marketing materials. Under no circumstances will you acquire any ownership rights or other interest in any content by or through your use of the Services. The Company has the right but not the obligation to monitor and edit all Content provided by users. The Company reserves the right to terminate the account of anyone found to be infringing on the copyright or other intellectual property rights of the Company.
  • Third-Party Links and Ads. The Sites may contain links to third-party websites, services, and/or display advertisements for third parties (collectively, “Third-Party Links and Ads”). Such Third-Party Links and Ads are not under the control of Company, and Company is not responsible for any Third-Party Links and Ads. Company provides access to these Third-Party Links and Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links and Ads. You use all Third-Party Links and Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any Third-Party Links and Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links and Ads.
• Qila IP. The Services, including any content, modifications, and updates, and all intellectual property rights therein (collectively, “Qila IP”), is owned by Qila and its licensors. No ownership rights in the Qila IP are transferred to you by these Terms. You do not have any rights in or to the Qila IP except for the limited express rights granted in these Terms
• Trademarks. You acknowledge that Qila has acquired, and is the owner of, common law or registered trademark rights in the name and word mark "Qila" and in the other marks and design marks displayed on the Services. You acknowledge that these names and marks are famous and internationally known. You will not challenge the validity of, or Qila’s ownership of, the foregoing names or marks, and you waive any rights you may have to do so. You may not use our names or marks in connection with any product or Services that is not ours, or in any manner that is likely to cause confusion. All use of the foregoing names and marks by you will inure exclusively to Qila’s benefit.
• Error Reporting and Feedback. You may provide us either directly at Contact form or via third party sites with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Services (“Feedback”).You acknowledge and agree that

  (i) you shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback;

  (ii) the Company may have development ideas similar to the Feedback;

  (iii) the Feedback does not contain confidential information or proprietary information from you or any third party; and

  (iv) the Company is not under any obligation of confidentiality with respect to the Feedback.

  In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant the Company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited, and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) the Feedback in any manner and for any purpose.
• Claims of Copyright Infringement. . Pursuant to The Digital Millennium Copyright Act of 1998 (the “DMCA”), if you believe your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have otherwise been violated, please provide a notice containing all of the following information of our Copyright Agent:
  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  • A description of the copyrighted work that you claim has been infringed;
  • A description of where the material that you claim is infringing is located on the Sites or Services;
  • Your address, telephone number, and e-mail address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

    Our Copyright Agent for Notice of Claims of copyright infringement on the Sites and Services may be reached by email at legal@qila.io. You may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad faith claims on the infringement of any Content found on and/or through the Platform on your copyright.

• Confidentiality In the course of providing the Services, Qila may disclose or make available to you information about its business. You acknowledge that all knowledge, information, and data provided by Qila to you with respect to the business, operations, and marketing of Qila’s products and Services that is not generally known or publicly available, whether or not designated as “confidential,” is Qila’s confidential information and you will not use or disclose such confidential information to any third party without Qila’s prior written consent.
• Confidential Information. “Confidential Information” refers to the following items Company discloses to User:

  (a) any document Company marks “Confidential”;

  (b) any information Company orally designates as “Confidential” at the time of disclosure;

  (c) the Documentation whether or not marked or designated confidential; and

  (d) any other nonpublic, sensitive information User should reasonably consider a trade secret or otherwise confidential.

  Notwithstanding the foregoing, Confidential Information does not include information that:

  (i) is in User’s possession at the time of disclosure;

  (ii) is independently developed by User without use of or reference to Confidential Information;

  (iii) becomes known publicly, before or after disclosure, other than as a result of User’s improper action or inaction; or

  (iv) is approved for release in writing by Company. User is on notice that the Confidential Information may include Company’s valuable trade secrets.

• Nondisclosure. User shall not use Confidential Information for any purpose other than User’s use of the Sites or Services (the “Purpose”). User: (a) shall not disclose Confidential Information to any employee or contractor of User unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with User with terms no less restrictive than those of this Section 8; and (b) shall not disclose Confidential Information to any other third party without Company’s prior written consent. Without limiting the generality of the foregoing, User shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of a similar nature and importance, but with no less than reasonable care. User shall promptly notify Company of any misuse or misappropriation of Confidential Information that comes to User’s attention. Notwithstanding the foregoing, User may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. User shall give Company prompt notice of any such legal or governmental demand and reasonably cooperate with Company in any effort to seek a protective order or otherwise to contest such required disclosure, at Company’s expense.
• Injunction User agrees that breach of this Section 8 would cause Company irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Company will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
• Termination and Return. With respect to each item of Confidential Information, the obligations of Section 8B – Nondisclosure, will terminate two years after the date of disclosure; provided that such obligations related to Confidential Information constituting Company’s trade secrets will continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination of this Agreement, User shall return all copies of Confidential Information to Company or certify, in writing, the destruction thereof.
• Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Company will retain all right, title, and interest in and to all Confidential Information.
• Exception and Immunity. Pursuant to the Defend Trade Secrets Act of 2016 18 USC Section 1833(b), Recipient is on notice and acknowledgement that, notwithstanding the foregoing or any other provision of this Agreement:
• Use of Trade Secret Information in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to an attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal and (B) does not disclose the trade secret, except pursuant to court order.
• Immunity. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

No Modifications, Reverse Engineering, Artificial Intelligence/Machine Learning.

• Except as expressly permitted in these Terms of Services, you may not (and may not allow third parties or assist third parties) to:
  • Modify, port, adapt, or translate any portion of the Services or Software;
  • Reverse engineer, including but not limited to monitoring or tracking the inputs and outputs flowing through a system or an application in order to recreate that system, decompile, disassemble, or otherwise attempt to discover, within any Services or Software, the source code, data representations or underlying algorithms, processes, methods, and any other portion of such Services or Software; or
  • Use, or allowing a third party to use, the Services or Software, including but not limited to any architectures, models or weights, or any other such confidential and/or proprietary information, or any content, data, output, or other information received or derived from the Services or Software, to directly or indirectly create, train, test, or otherwise improve any machine learning algorithm or artificial intelligence system that mimics or performs any function substantially similar to any function contained within the Services or Software.

Data

• Usage Data. Qila may collect and analyze data relating to your use of the Services that is aggregated and/or deidentified in such a way that it is not associated with you (“Usage Data”) and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including information provided by third-party analytical tools). Qila may analyze, process, collect, and use Usage Data for any purpose, including for improving the Services and developing new products, Services, features, and functionality. Any and all usage data shall be governed by and adhere to our Privacy Policy.
• Data Retention. Company shall create an internal Data Retention Policy the complies with the relevant regulation of the jurisdictions within which the Company provides the Services. The Company may permanently erase User data if User’s account is deemed delinquent, is suspended or terminated for thirty (30) days or more.

Term and Termination

• Term. The term of these Terms will commence on the date on which you first access or use the Services and will continue as long as you continue until terminated.
• TerminationIf you breach (or if Qila suspects you have breached) these Terms, Qila may, in its sole discretion, terminate these Terms and your User account and/or limit, suspend, or terminate your access to the Services, with or without notice.
• Effect of Termination. Upon termination of these Terms, you remain obligated to pay any outstanding fees relating to your use of the Services that were incurred prior to termination. Either party’s termination of these Terms is without prejudice to any other remedies it may have at law or in equity, and does not relieve either party of liability for breaches occurring prior to the effective date of termination. Upon termination of these Terms, the following provisions of these Terms will survive termination: Sections 5, 6, 7, 9, 11, 12, 13, and 15.
• Representations and Warranties; Disclaimer.

User

• Authority. User represents and warrants that they have a full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement. Further, User represents and warrants that they have accurately identified itself and has not provided any inaccurate information about itself or through the Sites and Services and that it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.
• Content.You represent and warrant that: (1) you are the creator and owner of any User Content you provide or otherwise have sufficient rights and authority to grant the rights granted to Qila in these Terms; (2) Qila’s use of your User Content in accordance with these Terms will not infringe, violate, or misappropriate any third-party right, including any intellectual property right, proprietary right, or privacy right; (3) your User Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code; and (4) unless you have received prior written authorization, your User Content does not contain any confidential information of any third party.

Company

• Company represents and warrants that it is the owner fo the Sites and Services and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. In the event of a breach of the Warranties set forth in this Section 12, Company, at its own expense, shall promptly take the following actions: (a) secure for User the right to continue using the Sites and Services; (b) replace or modify the Sites or Services to make them noninfringing; of (c) terminate the infringing features of the Sites or Services and refund the User any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with User’s right to terminate for breach where applicable, the preceding sentence states Company’s sole obligation and liability, and User’s sole remedy, for breach of the Warranties and for potential or actual intellectual property infringement by the Sites and Services.
• Disclaimers related to Data. To the maximum extent permitted by law, and not withstanding anything otherwise expressly provided herein, the Company disclaims any and all liability related to the following:
• Certain Risks of Online Data Hosting. Hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Services, User assumes such risks. Company offers no representation, warranty, or guarantee that User Data will not be exposed or disclosed through errors or the actions of third parties.
• Certain Risks of Data Accuracy. The Company has no responsibility or liability for the accuracy of data uploaded to the Services by Users.
• Disclaimers related to Blockchain Technology. To the maximum extent permitted by law, and notwithstanding anything otherwise expressly provided herein, the Company disclaims any and all liability related to the following:
• Use of Blockchain Technology. The Company utilizes experimental cryptographic and blockchain technologies, including tokens, “smart contracts,” consensus algorithms, voting systems and distributed, decentralized or peer-to-peer networks or systems in providing the Services. You acknowledge and agree that such technologies are novel, experimental, and speculative. And that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing law thereto. To the maximum extent permitted by applicable law, the Company disclaims any and all liability related to the foregoing.
• Certain Risks of Blockchain Technology. You are solely responsible for the safekeeping of the private key associated with and used to participate in the Services. The Company will not be able to restore or issue any refunds due to lost private keys. If you are not able to use the Services due to loss or theft of a private key or otherwise, the Company does not guarantee and is not responsible for your ability to exercise their rights with respect to such Assets or any other applicable digital assets.
• Certain Risks of Cryptography Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to Qila Blockchains, the Services, the Assets, and other digital assets, including the theft, loss or inaccessibility thereof.
• Regulatory Uncertainty. Blockchain technologies and digital assets are subject to many legal and regulatory uncertainties, and the Services, Assets, and other digital assets could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit your ability to continue the use and enjoyment of such assets and technologies.
• Viruses, Hacking, Phishing, Etc. The Services, the Company or the Assets may be the target of third-party attacks, including but not limited to phishing, brute forcing, inactive listing exploits or the use of viruses (“Third-Party Attacks”). The Company will not be responsible or liable, directly, or indirectly, for any actual or alleged loss or damage sustained by you in connection with Third-Party Attacks.
• DISCLAIMER USER ACCEPTS THE SITES AND SERVICES “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) COMPANY HAS NO OBLIGATION TO INDEMNIFY OR DEFEND USER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SITES AND SERVICES WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SITES AND SERVICES IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT USER DATA WILL REMAIN PRIVATE OR SECURE.
• Defense At Qila’s option and request, you will defend Qila, its affiliates, and their respective directors, officers, employees, agents, and contractors (the “Qila Parties”) from any actual or threatened third-party claim, proceeding, or suit arising out of or based on: (1) your breach of any representation, warranty, or covenant in these Terms; (2) your violation of applicable law or any third-party intellectual property, proprietary, or privacy right; (3) any dispute between you and any other User or any third party; or (4) your use of the Services in a manner not authorized under these Terms (each, a “Claim”). If Qila requests you to defend a Qila Party from any Claim, Qila will: (a) give you prompt written notice of the Claim; (b) grant you full and complete control over the defense and settlement of the Claim; (c) provide assistance in connection with the defense and settlement of the Claim as you may reasonably request; and (d) comply with any settlement or court order made in connection with the Claim. Notwithstanding the previous sentence, you may not enter into any settlement that involves an admission of guilt or liability of a Qila Party without Qila’s prior written consent. Qila may participate in the defense of a Claim at its own expense and with counsel of its own choosing.
• Indemnification You will indemnify the Qila Parties from and pay: (1) all damages, costs, and attorneys’ fees finally awarded against a Qila Party in any Claim; (2) all out-of-pocket costs (including attorneys’ fees) reasonably incurred by a Qila Party in connection with the defense of a Claim; and (3) all amounts that you agree to pay to any third party to settle any Claim.

Limitation of Liability.

• EXCLUSION OF DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER QILA NOR ANY QILA PARTY WILL BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF Qila IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. QILA SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY, OR LOSSES ARISING OUT OF YOUR RECEIPT OR PROVISION OF ASSETS AND SERVICES, OR ANY THIRD-PARTY SERVICES.
• DAMAGES CAP. QILA’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (1) THE AMOUNT OF TRANSACTION FEES RECEIVED FROM YOU DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION); OR (2) $1,000.
• Release. If you have a dispute with one or more Users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from all claims, demands, and damages (actual and consequential) of every kind, known and unknown, arising out of or in any way connected with such disputes. You expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
• Cooperation with Authorities. Qila may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Qila may disclose any information as Qila deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in Qila’s sole discretion

Miscellaneous.

• Subcontractors. Qila may use subcontractors or other third parties to perform its obligations under these Terms, but Qila will remain responsible for all such obligations.
• Export The Sites and Services may be subject to the U.S. Export Control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.
• Electronic Communications. The communications between you and Company use electronic means, whether you use the Sites, Services, utilize email for communications, or whether Company posts notices on the Sites or Services. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that any such communications would satisfy if it were to be in a hard-copy writing. The foregoing does not affect your non-waivable rights.
• Governing Law. These Terms and any claims arising out of or relating hereto or thereto will be governed by the substantive laws of the State of Delaware, without deference to its conflicts of law provisions. The parties submit to the jurisdiction of those courts. In any proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees.
• Dispute Resolution Please read this Arbitration Agreement carefully. It is part of this Agreement and the contract you make with the Company. It contains procedures for MANDATORY, BINDING ARBITRATION AND A CLASS ACTION WAIVER.
• Any claim, dispute, or controversy (“Claim”) arising out of or relating to this Agreement or the relationships among the parties hereto shall be resolved by one arbitrator through binding arbitration conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”) ”) as those Rules exist on the effective date of this Agreement, including Rules 16.1 and 16.2 of those Rules. The arbitrator’s decision shall be final, binding, and non-appealable. Judgment upon the award may be entered and enforced in any court having jurisdiction. This clause is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act. Neither party shall sue the other party other than as provided herein or for enforcement of this clause or of the arbitrator’s award; any such suit may be brought only in a Federal District Court of a Delaware state court.The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this Agreement including any claim that all or any part of the Agreement is void or voidable.
• Jury Waiver. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration aware or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
• ⦁ If any part or parts of this Arbitration Agreement are found under the law to be invalid of unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
• Notwithstanding the foregoing, either party may bring an individual action in small claims court.
• Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
• Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secrets shall not be subject to this Arbitration Agreement.
• Further Assurances. You agree to execute and deliver any documents or instruments, and take any further actions that are reasonably required, to provide the other party the full benefits and rights described in these Terms.
• Assignment You may not assign these Terms or delegate your performance without Qila’s prior written consent, and any attempt to do so is void. Qila may assign or transfer these Terms without your consent. These Terms are binding upon and inure to the benefit of the parties’ permitted successors and assigns.
• Severability. If any provision of these Terms or portion of a provision is invalid, illegal, or unenforceable, the rest of these Terms will remain in effect
• No Waiver Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms.
• Notices All notices under these Terms must be in writing, and will be considered given: (1) upon delivery, if delivered personally or by internationally recognized courier Services; (2) three business days after being sent, if delivered by U.S. registered or certified mail (return receipt requested); or (3) upon acknowledgement of receipt, if delivered by email. Either party may update its notice address by notice to the other party in accordance with this Section.
• Force Majeure. Qila will not be liable for any delay or failure to perform under these Terms as a result of any cause or condition beyond Qila’s reasonable control (a “Force Majeure Event”), so long as Qila uses reasonable efforts to avoid or remove those causes of delay or non-performance. If a Force Majeure Event causes Qila to delay or fail to perform its obligations under these Terms for 30 consecutive days, either party may terminate these Terms.
• Interpretation Any heading, caption, or section title contained in these Terms is for convenience only, and does not define or explain any provision. Any use of the term “including” or variations thereof should be construed as if followed by the phrase “without limitation.”
• Relationship to the Parties Nothing contained in this Agreement or your use of the Sites or Services shall be construed to constitute either party as a partner, joint venturer, employee or agent of the other party, nor shall either party hold itself out as such. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended that all parties shall remain independent contractors responsible for its own actions.
• Entire Agreement These Terms of Services constitute the entire agreement between you and Qila and govern the terms and conditions of your use of any of the Sites and Services, and supersede all prior and contemporaneous communications and proposals, whether electronic, oral, or written, between you and Qila. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including, but not limited to the Privacy Policy), guidelines, or rules that may apply when you use the Sites or Services. The Company may revise and update these Terms of Services from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Sites or Services thereafter. Accordingly, you should visit the Sites or Servcies and review the Terms of Services periodically to determine if any changes have been made. Your continued use of the Sites or Services after any changes have been made to the Terms of Services signifies and confirms your acceptance of any such changes or amendments to the Terms of Services.

Contact Information.

• SmartCirqls Inc.
• legal@qila.io