Diffusion Labs General Terms of Use

updated 28.2.2023

1. Introduction

Welcome to the website https://www.diffusionlabs.xyz/ (the “Website”) provided by “Diffusion Labs”, “we”, “our”, or “us”. These Diffusion Labs General Terms of Use (“Terms” or “Agreement”) apply to you (“You”) as a user of our Website.

Please read these Terms carefully before using the Website. These Terms apply to any person accessing the Website and by using the Website you agree to be bound by them. If you don’t want to be bound by them, you should not access the Website. By using the Website in any capacity, you agree that you have read and understood these Terms.

Please read these Terms carefully to ensure that you understand each provision. This agreement contains a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.

2. Modification of the Terms

We reserve the right, in our sole discretion, to modify this Agreement from time to time. If we make any modifications, we will notify you by updating the date at the top of the Agreement. You accept that by doing so, we provide you with sufficient notice of such change.

All modifications will be effective when they are posted, and your continued accessing or use of the Interface will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using the Interface.

3. Eligibility

You must be able to form a legally binding contract online either as an individual or on behalf of a legal entity. You represent that, if you are agreeing to these Terms on behalf of a legal entity, you have the legal authority to bind the company or other legal entity to these Terms and you are at least 18 years old or the age of majority where you reside, whichever is older, can form a legally binding contract online, and have the full, right, power and authority to enter into and to comply with the obligations under these Terms.

4. Privacy Policy

The Website may directly or indirectly collect and temporarily store personally identifiable information for operational purposes, including for the purpose of identifying blockchain addresses or IP addresses that may indicate use of the Site from prohibited jurisdictions or by sanctioned persons or other Prohibited Uses. By accessing and using the Website, you understand and consent to our Privacy Policy.

5. Duties of the User

You acknowledge and agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations applicable to your use of the Website. You accept that it is your responsibility to assess whether the use of the service offered on our Website is lawful in your jurisdiction. Even if this Website is accessible in your geographic area, the activities and services accessible on the Website are not specifically directed in your country and Diffusion Labs is not accountable for your respect of applicable legal requirements, as indicated below.

As a condition to accessing or using the Interface, you:

will only use the Services and the Website for lawful purposes and in accordance with these Terms;

will ensure that all information that you provide on the Website is current, complete, and accurate;

You further acknowledge and agree to exercise diligence against any type of fraudulent behaviour or fake information put in place by third parties in connection to Diffusion’s services.

6. Prohibited Activities

You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Interface:

Intellectual Property Infringement. Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law;

Cyber attack. Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks;

Fraud and Misrepresentation. Activity that seeks to defraud us or any other person or entity, including (but not limited to) providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another;

Any Other Unlawful Conduct. Activity that violates any applicable law, rule, or regulation of any relevant jurisdiction.

7. Third-Party Links

The Website may contain hyperlinks or references to third party websites. Any such hyperlinks or references are provided for your information and convenience only. We have no control over third party websites and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third-party website does not mean that we endorse that third party's website, products or services. Your use of a third-party site may be governed by the terms and conditions of that third-party site.

8. Intellectual Property Rights

We are the owner of all intellectual property rights in the Website and the material published on them. These works are protected by copyright laws and all such rights are reserved.

www.diffusionlabs.xyz is the uniform resource locator (‘URL’) of Diffusion. You will not make use of this URL (or any other URL owned by us) on another website without our consent.

You agree not to monitor, use or copy our web pages without our prior consent. Any unauthorised use or reproduction may be prosecuted.

You will retain ownership of all copyright in data you upload or submit to the Website. You grant us a worldwide, royalty-free, irrevocable licence to use, copy, distribute or publish and send this data in any manner.

9. No Investment Advice

All information provided by the Website is for informational purposes only and should not be construed as investment advice. You should not take, or refrain from taking, any action based on any information contained in the Website. We do not make any investment recommendations to you or opine on the merits of any transaction or opportunity. Nothing included in the Website constitutes an offer or solicitation to sell, or distribution of, investments and related services to anyone in any jurisdiction. We recommend that you seek independent advice from financial advisory before making any such decision.

From time to time, reference may be made to data we have gathered. These references may be selective or, may be partial. As markets change continuously, previously published information and data may not be current and should not be relied upon.

10. Disclaimers

The Website is provided on an “as is” and “as available” basis. To the fullest extent permitted by law, we disclaim any representations and warranties of any kind, whether express, implied, or statutory, including (but not limited to) the warranties of merchantability and fitness for a particular purpose. You acknowledge and agree that your use of the Website is at your own risk. We do not represent or warrant that access to the Website will be continuous, uninterrupted, timely, or secure; that the information contained in the Website will be accurate, reliable, complete, or current; or that the Website will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement that we make should be treated as creating any warranty concerning the Website. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Website.

We reserve the right to limit the availability of the Website to any person, geographic area or jurisdiction we so desire and/or to terminate your access to and use of the Website, at any time and in our sole discretion. We may suspend or disable your access to the Website if we consider it reasonable to do so, e.g. if you breach these Terms.

You acknowledge and agree that we will not be liable to you for any loss or damage you may suffer as a result of the Website being unavailable at any time for any reason.

11. No Warranties

We do not guarantee that the Website will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programs and platform in order to access the Website. You should use your own virus protection software. We do not guarantee that the use of the Website, or any content taken from the Interface, will not infringe the rights of any third party.

12. Indemnity

You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of the Interface; (b) your violation of any term or condition of this Agreement, the right of any third party, or any other applicable law, rule, or regulation; and (c) any other party's access and use of the Interface with your assistance or using any device or account that you own or control.

13. Limitation of Liability

Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including (but not limited to) damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access or use of the Interface, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorised access or use of the Website or the information contained within it. We assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from any access or use of the Interface; (c) unauthorised access or use of any secure server or database in our control, or the use of any information or data stored therein; (d) interruption or cessation of function related to the Interface; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the Interface; (f) errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through the Interface; and (g) the defamatory, offensive, or illegal conduct of any third party. Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount you paid to us in exchange for access to and use of the Interface, or 3,000 (three thousand) USD, whichever is greater. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in this Agreement may not apply to you. This limitation of liability shall apply to the fullest extent permitted by law.

14. Assignments

We may perform any of our obligations, and exercise any of the rights granted to us under these Terms, through a third-party. We may assign any or all our rights and obligations under these Terms to any third-party.

15. Severability

If any clause or part of any clause of these Terms is found to be void, unenforceable or invalid, then it will be severed from these Terms, leaving the remainder in full force and effect, provided that the severance has not altered the basic nature of these Terms.

No single or partial exercise, or failure or delay in exercising any right, power or remedy by us shall constitute a waiver by us of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these terms and conditions or otherwise.

If any of the provisions in these Terms are found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the remainder shall continue in full force and effect.

All disclaimers, indemnities and exclusions in these Terms shall survive termination of the Terms and shall continue to apply during any suspension or any period during which the Interface is not available for you to use for any reason whatsoever.

16. Governing law; Dispute Resolution

Governing Law. These Terms shall be governed by and construed and interpreted in accordance with the laws of India (irrespective of the choice of laws principles) as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. Although the Website may be available in other jurisdictions, each User hereby acknowledges and agrees that such availability shall not be deemed to give rise to general or specific personal jurisdiction over the Website operator in any forum outside India.

Settlement Negotiations. If you have a potential legal dispute, claim or cause of action against Interface operator, you shall first (prior to initiating any litigation proceedings) contact us by sending an email to contact@diffusionlabs.xyz describing the nature of the potential dispute, claim or cause of action and providing all relevant documentation and evidence thereof. If so elected by us, you shall use commercially reasonable efforts to negotiate a settlement of any such legal dispute, claim or cause of action within 60 days of the delivery of such email. Any such dispute, claim or cause of action that is not finally resolved by a binding, written settlement agreement within such 60 days shall be brought and resolved exclusively in accordance with the following provisions.

Mandatory Binding Arbitration. Any dispute or difference arising out of or in connection with this Agreement, including any question regarding its construction, meaning, scope, operation, existence, validity or termination, shall be referred to and finally resolved by arbitration in accordance with the provisions of Arbitrations and conciliation Act 1996 or any statutory amendment thereof. The Arbitration shall be in English Language and the seat of the arbitration shall be in Bengaluru according to the Indian rules on Arbitration. Each party will choose an arbitrator and the two chosen arbitrators will select a third arbitrator who will be the president of the panel of Arbitrators. The award of the Arbitration shall be final and binding on both the parties. The arbitrators will pass a written and a reasoned award and will be entitled to award the cost of the proceedings.

Waiver of Jury Trial. The parties hereby acknowledge, represent and warrant that they understand that: (i) there is no judge or jury in arbitration, and, absent this mandatory provision, the parties would have the right to sue in court and have a jury trial concerning Disputes; (ii) in some instances, the costs of arbitration could exceed the costs of litigation; (iii) the right to discovery may be more limited in arbitration than in court; and (iv) court review of an arbitration award is limited. Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any action, suit or other legal proceeding arising out of or related to these Terms or the transactions contemplated hereby.

Confidentiality of Arbitration. Except to the extent necessary to enforce their respective rights under these Terms or as otherwise required by applicable law, the parties undertake to maintain confidentiality as to the existence and events of the arbitration proceedings and as to all submissions, correspondence and evidence relating to the arbitration proceedings. This provision shall survive the termination of the arbitral proceedings.

Court Jurisdiction. To the extent that any court is required to weigh on the enforceability of Section 16, to enforce any judgement of the arbitrator, then, without limiting Section 16 or any other provision of this Agreement, you (A) hereby irrevocably and unconditionally submit to the jurisdiction of the courts of India for such purpose; (B) agree not to commence any suit, action or other proceeding arising in connection with or based upon this instrument or the matters contemplated by this instrument except before the courts of India, and (C) hereby waives, and agree not to assert, by way of motion, as a defence, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this instrument or the subject matter hereof or thereof may not be enforced in or by such court.

17. Waivers

With respect to all persons and entities, regardless of whether they have obtained or used the Interface for personal, commercial or other purposes, all disputes, controversies or claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and Diffusion Labs are each waiving the right to a trial by jury or to participate in a class action, collective action, or other representative proceeding of any kind.

18. Entire Agreement

These Terms and the documents referred to in them set out the entire agreement between you and us with respect to your use of the Website and the services provided via the Website and supersede any and all prior or contemporaneous representations, communications or agreements (written or oral) made between you or us.

Contacting Us

Should you have any question about these Terms, or wish to contact us for other reasons, please do so by sending us an email at contact@diffusionlabs.xyz