Terms of Service
Last Updated: April 1, 2024
Please read these Terms of Service (these “Terms”) and our Privacy Policy (the “Privacy Policy”) carefully because they govern your use of the website located at www.alva.xyz (the “Site”), Alva’s question and answer service, and any responses generated by Alva’s services for you based on your User Content (as defined below) (“Generated Content”). To make these Terms easier to read, the Site and our services, and the Generated Content are collectively referred to as the “Services.”
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND THE COMPANY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 18 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 18 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 17 (GOVERNING LAW AND FORUM CHOICE) WILL APPLY INSTEAD.
Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.
Not Investment Advice.
This Site, including the Generated Content, provides market data, performance calculations and other information from various third-party sources, and, accordingly, we make no representation or warranty as to the accuracy or completeness of this market data, these performance calculations and other information. All of this information is subject to change without notice.
The information contained on the Site, including the Generated Content (collectively, the “Available Content”) is intended to be used and must be used for personal entertainment purposes only. The Available Content is not intended as, and shall not be understood or construed as, financial or investment advice. It is very important to do your own analysis before making any investment based on your own personal circumstances. You should take independent financial advice from a professional in connection with, or independently research and verify, any Available Content, whether for the purpose of making an investment decision or otherwise. As with any asset, the value of digital assets can go up or down and there can be a substantial risk that you lose money buying, selling, holding, or investing in digital assets. You should carefully consider whether trading or holding digital assets is suitable for you in light of your financial condition.
Without limiting the foregoing, the “Bullish” and “Bearish” meters, and their related metrics and reports provided as part of the Generated Content (collectively, the “Meters”) presented by Alva in connection with the Services is a tool developed to aggregate and analyze market sentiment data sourced from various publicly available third-party resources. It is intended solely for informational purposes and should not be interpreted as a solicitation, offer, recommendation, or advice to buy or sell any securities or other financial instruments.
The accuracy, completeness, or timeliness of the information provided by the Meters cannot be guaranteed, as it relies on data and analyses provided by external sources. We do not endorse or express any opinion regarding the potential market outcomes indicated by the Meters.
You are strongly advised to conduct their own research or consult with a qualified professional before making any buy, sell or other trading decisions. The use of the Meters are at your own risk, and we are not liable for any losses or damages arising from your reliance on the information provided by the Meters.
Investing in financial markets, including crypto assets, involves a significant risk of loss and is not suitable for everyone. Past performance is not indicative of future results.
Privacy Policy. Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use and share your information.
Changes to these Terms or the Services. We may update the Terms from time to time at our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
Who may use the Services?
Eligibility. You may use the services only if you are 18 years or older and capable of forming a binding contract with the Company, and not otherwise barred from using the Services under applicable law. We will not knowingly solicit or collect personal information from any user under the age of 13. Do not attempt to use our Services if you are under the age of 13. If we become aware that a user is under the age of 13, we will promptly delete all personal information of the user. If you have information that suggests that a user of our Service could be under the age of 13, please send an email to legal@alva.xyz.
Account-based Services. For certain features of the Services, you will need an account. It is important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You are responsible for all activities that occur under your account.
Unauthorized Access. You may not access or utilize the Site and/or Services for the purpose of web crawling, web harvesting, data mining, data extraction, scraping or aggregating information, including without limitation listings and smart contracts available on or through the Site and/or Services, or similar activities without our prior written consent in our sole discretion. Users who wish to engage in any of the foregoing activities must contact us at legal@alva.xyz to obtain our prior approval and an application programming interface (the “API”) to legally access our servers. We will evaluate requests as they are received and use reasonable business efforts to respond within fourteen (14) days. Upon approval we will issue the API. Failure to respond constitutes disapproval. We reserve the right to implement testing and maintenance of the API at our sole discretion. Engaging in any of the activities referenced in the first sentence of this paragraph without prior authorization is a prohibited material breach of these Terms and may subject violators to legal liability.
Prohibited Jurisdictions. You may not use the Services if you (a) are a person located in or resident of Cuba, Iran, the Crimea, Sevastopol, Luhansk and Donetsk Regions of Ukraine, North Korea, and Syria, (b) appear on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury or any other similar consolidated list of sanctioned parties maintained by the governments of the United Kingdom, the European Union, or the United Nations, or (c) are otherwise a party with which we are prohibited to deal with under economic sanctions programs maintained by the United States, the United Kingdom, the European Union or the United Nations.
Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
Subscriptions. Certain Services (the “Premium Services”) require payment of a fee for use of such Premium Services and you agree to pay such fees. The Company may add new Services for additional fees and charges and/or add or amend fees and charges for existing Services, including Premium Services, at any time in its sole discretion. Any change to the pricing and payment terms shall become effective in the billing cycle following notice of such change to you as provided in these Terms.
General. When you purchase a subscription for the Services (“Subscription”), you expressly authorize us to charge you for such Subscription. Payment may be made in USDT, USDC or other forms of digital assets that we may accept from time to time. The applicable United States dollar equivalent of digital assets shall be determined by us in our sole discretion. Payment shall be made to a wallet address designated by us in writing to you. You assume full responsibility and liability for any losses resulting from any loss resulting from any errors, typos or inaccuracies in the wallet address that you send any digital assets to, or as a result of sending non-supported tokens to our designated wallet address. Neither Alva nor any of our affiliates assume any responsibility or liability in connection with any such errors or misuses.
Subscriptions. If you purchase a Subscription, you will be charged the Subscription fee, plus any applicable taxes and other charges (collectively, the “Subscription Fee”), at the beginning of your Subscription and for each Subscription period thereafter, at the then-current Subscription Fee. Your Subscription continues for the period covered by the Subscription until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms.
No Refunds. You may cancel your Subscription at any time; however, there are no refunds for cancellation. In the event that we suspend or terminate your Subscription, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Services, any content or data associated with your Subscription, or for anything else.
Free Trials. We or certain third-party service providers may offer free trials to a particular Service.
Your Content.
Posting Content. Our Services may allow you to store or share content such as text, files, documents, graphics and images. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content.” We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
Permissions to your User Content. The Company has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Services. By submitting, posting, displaying, providing, or otherwise making available any User Content on or through the Services, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to the Company a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Services and the Company’s (and our successors’ and affiliates’) business, including without limitation in connection with modifying, improving, and enhancing artificial intelligence models, as well as promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels.
Your Responsibility for User Content. You are solely responsible for all of your User Content. You affirm, represent, warrant and covenant the following: (i) you have the written consent of each and every identifiable natural person referenced in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Services, and each such person has released you from any liability that may arise in relation to such use; (ii) you have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties; (iii) neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by the Company on or through the Services will infringe, misappropriate, or violate a third party’s intellectual property rights, or rights of privacy, or result in the violation of any applicable law or regulation; and (iv) you will not post: sexually suggestive content; hate speech, credible threats or direct attacks on an individual or group; content that contains self-harm or excessive violence; fake or impostor profiles; content for dissemination in electoral campaigns; content that encourages violence, terrorism, or other serious harm; illegal content or content in furtherance of illegal activities; malicious programs or code; any person’s personal information without their consent; and/or spam, machine-generated content, or bulk unsolicited messages.
Alva takes no responsibility and assumes no liability for any User Content that you or any other user or third-party posts, sends, or otherwise makes available over the Services. You shall be solely responsible for your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Services.
Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content, (such as prompts or responses you submit), may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
Generated Content.
Personal Use Only. The Services and the Generated Content are for your personal use only. Unless otherwise expressly authorized herein or in the Services, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, and portion of the Services (including the Generated Content) or access to or use of the Services (including the Generated Content.
Ownership of Intellectual Property. We may make available through the Services content that is subject to intellectual property rights, including Generated Content. We and our licensors (as applicable) retain all rights to that content.
Third-Party Websites. The Services may provide, and the Generated Content may include, links or other access to other sites and resources on the internet. We have no control over such sites and resources and we are not responsible for and do not endorse such sites and resources. You further acknowledge and agree that the Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource, including any information made available in the Generated Content from such site or resource. Any dealings you have with third parties found while using the Services are between you and the third party, and you agree that the Company is not liable for any loss or claim that you may have against any such third party.
Inaccurate and Offensive Materials. You understand and agree that you may be exposed to Generated Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that the Company shall not be liable for any damages you allege to incur as a result of or relating to any Generated Content.
Accuracy. Artificial intelligence and machine learning are rapidly evolving fields of study. While we endeavor to make them more accurate, reliable, safe and beneficial, given the probabilistic nature of machine learning, use of the Services may in some situations result in incorrect Output that does not accurately reflect real people, places, or facts. You should evaluate the accuracy of any Output as appropriate for your use case, including by using human review of the Output.
Third-Party Sign-on Services. You may enable, connect or log in to the Services via various online third party services, such as through social media and social networking services like Facebook, Instagram, Twitter or Galxe (collectively, the “Social Networking Services”). By logging in or directly integrating these Social Networking Services into the Services, we make your online experiences richer and more personalized. To take advantage of this feature and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store and disclose such information in accordance with our Privacy Policy. However, please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and the Company shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Service.
In addition, the Company is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, the Company is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. The Company enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
Usage Requirements. You agree that you will use the Services (a) Only in a lawful manner and in compliance with all applicable laws; (b) in accordance with the Terms, and any documentation, usage guidelines, parameters, and other requirements provided to you by the Company or its licensors, as may be modified by the Company or its licensors from time to time; (c) in a manner that does not infringe, misappropriate, or otherwise violate any of the Company’s or its licensors’ rights or those of any other person or entity; (d) as it relates to Generated Content, in a manner that is consistent with the OpenAI mission and Charter, which is incorporated herein by reference, as determined by OpenAI in its sole discretion; (e) in a manner that does not violate these Terms, any agreement between you and anyone else or our or a third party’s rights; and (f) in compliance with, and you will not attempt to circumvent, any call rate limits or other restrictions that may be established by the Company or its licensors from time to time.
You further agree that you will make reasonable efforts to reduce the likelihood, severity, and scale of any societal harm caused by your use of the Services (including the use and sharing of Generated Content) by following the OpenAI API Usage Guidelines. The Company and OpenAI may request information from you regarding your efforts to reduce safety risks, and you agree to provide such information. Such information may be used to assess compliance with these Terms as well as to inform improvements to the Services (including any components thereof).
Acceptable Use Policy and the Company’s Enforcement Rights. You agree not to do any of the following:
Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
Distribute, sell, lend, transfer or grant any rights in or to any or all of the Services (except for Generated Content as permitted under these Terms);
Use, display, mirror or frame the Services or any individual element within the Services, the Company’s name, any Company trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Company’ express written consent;
Access, tamper with, or use non-public areas of the Services, the Company’s computer systems, or the technical delivery systems of Company’ providers;
Attempt to probe, scan or test the vulnerability of any Company system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by the Company or any of the Company’s providers or any other third party (including another user) to protect the Services;
Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by the Company;
Use the Services to discover any underlying components of the Company’s or its licensors’ models, algorithms and systems, such as exfiltrating the weights of any of the Company’s or its licensors’ models by cloning via logits;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
Create any software that functions substantially the same as the Services (including any component thereof) and offer it to third parties;
Use web scraping, web harvesting, or web data extraction methods to extract data from the Services (including Generated Content), or the Company’s, its licensors’, and their affiliates’ software, models, or systems;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
Impersonate or misrepresent your affiliation with any person or entity;
Provide or upload any information to the Services that is personally identifiable information or information that is “Protected Health Information” as defined under the Health Insurance Portability and Accountability Act;
Use the Services in a way that causes societal harm including, but not limited to, (i) misleading end users that any Generated Content was human-generated for generative use cases that do not involve a human in the loop, (ii) generating spam, and (iii) generating content for dissemination in electoral campaigns;
Use the Services to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that are redeemable for financial instruments, assets that give owners the rights to participate in an ICO or any securities offering, or assets that entitle owners to financial rewards, including but not limited to, DeFi (or decentralized finance) yield bonuses, staking bonuses, and burn discounts;
Fabricate in any way any transaction or process related thereto;
Violate any applicable law or regulation including, but not limited to, (i) engaging in illegal activities such as child pornography, gambling, piracy, violating copyright, trademark or other intellectual property laws, (ii) accessing or authorizing anyone to access the Services from an embargoed country as prohibited by the United States, European Union, UK and/or Singaporean governments, and (iii) threating, stalking, defaming, defrauding, degrading, victimizing, or intimidating anyone for any reason; or
Encourage or enable any other individual to do any of the foregoing.
The Company is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Copyright Policy. The Company respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify the Company of your infringement claim in accordance with the procedure set forth below.
We will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to the Company’s Copyright Agent at legal@alva.xyz (Subject line: “DMCA Takedown Request”).
To be effective, the notification must be in writing and contain the following information:
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 or other intellectual property that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Services, with enough detail that we may find it on the Services;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Termination. We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at legal@alva.xyz. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 6(a), 6(b), 6(c) (only for payments due and owing to the Company prior to the termination), 6(d), 7(b), 7(c), 8(a), 8(b), 10, 11, 12, 13, 14, 15, 16, 17, 18 and 19.
Warranty Disclaimers. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE AND OUR LICENSORS EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We and our licensors make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.
WE FURTHER EXPRESSLY DISCLAIM ALL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THIRD PARTY SERVICES. NOTHING HEREIN NOR ANY USE OF OUR SERVICES IN CONNECTION WITH THIRD-PARTY SERVICES CONSTITUTES OUR ENDORSEMENT, RECOMMENDATION OR ANY OTHER AFFILIATION OF OR WITH ANY THIRD-PARTY SERVICES.
THE COMPANY DOES NOT REPRESENT OR WARRANT THAT ANY CONTENT ON THE SERVICES (INCLUDING THE GENERATED CONTENT) IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICES (INCLUDING THE GENERATED CONTENT). WHILE THE COMPANY ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES AND ANY CONTENT THEREIN SAFE, THE COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, ANY CONTENT THEREIN, OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY.
THE COMPANY WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) BLOCKCHAIN NETWORKS, CRYPTOCURRENCY WALLETS OR CORRUPT FILES; (IV) UNAUTHORIZED ACCESS TO SERVICES; (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK OR (VI) YOUR USE OF, OR RELIANCE ON, THE GENERATED CONTENT.
THE SERVICES MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF THE SERVICES AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY OR PERFORMANCE OF THE SERVICES CAUSED BY SUCH FACTORS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER DATA.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.
Indemnity. You will indemnify and hold the Company, its licensors, their affiliates, and each of their officers, directors, employees, representatives, and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, (c) your violation of these Terms, or (d) your actual or alleged infringement, misappropriation, or violation of the Company’s, its licensors’, or any third party’s intellectual property or proprietary rights.
Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THE COMPANY NOR ITS SERVICE PROVIDERS AND LICENSORS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY OR ITS LICENSORS OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL THE COMPANY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO THE COMPANY FOR USE OF THE SERVICES IN THE PRIOR 3 MONTHS OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO THE COMPANY, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU.
Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the laws of the Republic of Singapore, without regard to its conflict of laws provisions. The exclusive jurisdiction for all Disputes (as defined below) that you and the Company are not required to arbitrate will be the courts of Singapore, and you and the Company each waive any objection to jurisdiction and venue in such courts.
Dispute Resolution.
Informal Resolution of Disputes. You and the Company must first attempt to resolve any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) informally. Accordingly, neither you nor the Company may start a formal arbitration proceeding for at least sixty (60) days after one party notifies the other party of a claim in writing. As part of this informal resolution process, you must deliver your written notices via hand or first-class mail to us at 3 Fraser Str #04-23A, DUO Tower, Singapore, 189352.
Mandatory Arbitration of Disputes. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator(s). The language of the arbitration shall be English. In respect of any court proceedings in Singapore commenced under the International Arbitration Act 1994 in relation to the arbitration, the parties agree (a) to commence such proceedings before the Singapore International Commercial Court (“SICC”); and (b) in any event, that such proceedings shall be heard and adjudicated by the SICC.
Class Action Waiver. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
Severability. With the exception of any of the provisions in Section 18(c) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
General Terms.
Reservation of Rights. The Company and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws worldwide. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Company and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Company and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Company’ prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Company may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns
Notices. Any notices or other communications provided by Company under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
Waiver of Rights. The Company’ failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Contact Information. If you have any questions about these Terms or the Services, please contact the Company at legal@alva.xyz.
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