- Tec Synergy’s company information is as follows:
Company representative: [Name]
Contact phone number: [Number]
Contact address: [Address]
Unified Business No.:[Number]
- These Terms govern your access to, use of, and interaction with MomentX, including any content, functionality, tools, materials, and services offered on or through MomentX and your creation of any NFTs and/or Minigames (defined below) (collectively, the “Apps”).
- When amending the Terms, Tec Synergy will post a notice on the home page of MomentX’s official website. Your continued use of or access to the Apps after an amendment constitutes acceptance of the Terms as amended.
- You hereby represent and warrant that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms.
- MomentX is a global platform, and by accessing the Apps, you are representing and warranting that you are of the age that is allowed to use the Apps by law and you are not in the age group that is prohibited for using certain Apps specified by MomentX.
- You further represent that you are otherwise legally permitted to use the Apps in your jurisdiction, including owning cryptographic tokens and interacting with the Apps in any way.
- Account Access and Security
- To access the Apps, you shall sign up MomentX membership account (the "Account"). PLEASE SAFEGUARD YOUR USER NAME AND PASSWORD. YOU ARE SOLELY RESPONSIBLE FOR ANY USE OF YOUR ACCOUNT, USER NAME, OR PASSWORD. YOU REPRESENT THAT YOU WILL USE THIS ACCOUNT ONLY FOR LAWFUL PURPOSES, FOR YOUR PERSONAL USAGE, AND ONLY IN ACCORDANCE WITH THESE TERMS.
- You may change your Account password according to the password change mechanism provided by Tec Synergy.
- Tec Synergy (including customer service personnel and MomentX administrators) will never ask you for your password.
- You are solely responsible for all activities conducted through your Account whether or not you authorize the activity. You are solely responsible for any harm resulting from your disclosure, or authorization of the disclosure, of your password or from any person's use of your password to gain access to your Account. You acknowledge that in the event of any unauthorized use of or access to your Account, password or another breach of security, you accept that due to the nature of the Apps itself, Tec Synergy will be unable to remedy any issues that arise.
- Tec Synergy cannot and will not be liable for any loss or damage arising from your sharing or other loss of your password or related information or any other damage or loss arising from unauthorized access to your Account.
- Transactions that take place using the Apps are confirmed and managed via the Ethereum blockchain. You understand that your Ethereum public address will be made publicly visible whenever you engage in a transaction using the Apps.
- For the following sections, the terms are defined as below:
- "Content" shall refer to any work of authorship, creative works, graphics, images, textures, photos, logos, video, audio, text, and interactive features, including without limitation NFTs, submitted by the users of the Apps.
- “Intellectual Property Rights” shall refer to rights in, arising out of, or associated with intellectual property in any jurisdiction, including without limitation rights in or arising out of, or associated with (1) copyrights and other rights in published and unpublished works of authorship, including without limitation computer programs, databases, graphics, user interfaces, and similar works; (2) patents, design rights, and other rights in inventions and discoveries, including without limitation articles of manufacture, business methods, compositions of matter, improvements, machines, methods, and processes; (3) trademarks and other logos and similar indications of origin of, or association with, a group, business, good, product, or service; (4) trade secrets and other information that is not generally known or readily ascertainable by third parties through proper means, whether tangible or intangible, including without limitation algorithms, customer lists, ideas, designs, formulas, know-how, source code, methods, processes, programs, prototypes, systems, and techniques; (5) a person's name, voice, signature, photograph, or likeness, including without limitation rights of personality, privacy, and publicity ; (6) attribution and integrity and other so-called moral rights of an author; (7) internet domain names; (8) data and databases; and (9) similar proprietary rights arising under the laws of any jurisdiction.
- MomentX enables users to create, display, buy, transfer, and trade Non-Fungible Tokens (each, an “NFT” and together, the “NFTs”), which can then be used on MomentX for game-making purposes. MomentX further enables users to purchase and publish into SPACEs in the Apps within which you can create NFTs and visual scripting using the Creator’s Toolkit, which creates an interactive experience built for and published on MomentX (each, a “Minigame”). A Minigame may be made available to users of MomentX and you will control the pricing and business model of the Minigame.
- You may create, upload, and exchange NFTs and create Minigames that comply with these Terms, including the following requirements:
- NFTs must be unique. Any NFTs that exhibit obvious visual similarities to a pre-existing NFT will be removed from MomentX. Tec Synergy retains the right to moderate and review NFTs for copyright infringement and to remove NFTs from MomentX that violate these Terms.
- By uploading an NFT to MomentX, you agree never to publish the NFT elsewhere.
- You are solely responsible for ensuring that any NFTs you submit to the Apps comply with any applicable laws and third party rights, including but not limited to any Intellectual Property Rights, privacy rights, and publicity rights.
- Tec Synergy always has the right, in its sole discretion, to accept or reject any NFTs and/or Minigames.
- Prohibited Content
- All Content uploaded, posted, created, displayed, transmitted, or made available by the user through the Apps must not include, in each case as determined by Tec Synergy in its sole discretion:
- Content involving illegality, such as piracy, criminal activity, terrorism, obscenity, child pornography, gambling, and illegal drug use.
- Content infringing third party Intellectual Property Rights.
- Cruel or hateful Content that could harm, harass, promote or condone violence against or that is primarily intended to incite hatred of, animals, or individuals or groups based on race or ethnic origin, religion, nationality, disability, gender, age, veteran status, or sexual orientation/gender identity.
- Content that is libelous, false, inaccurate, misleading, or invades another person's privacy.
- Content that promotes or could be construed as primarily intended to evade the limitations above.
- All Content uploaded, posted, created, displayed, transmitted, or made available by the user through the Apps must not include, in each case as determined by Tec Synergy in its sole discretion:
- Ownership, management, and license of SPACE, Non-fungible tokens (NFTs), and Content created by Users.
- SPACE: All title and ownership rights over each piece of SPACE lie with its owner. Each SPACE owner decides the content to be included in the SPACE and may impose its own terms and conditions and policies. You are advised to review any such terms, conditions, and policies before entering into transactions in any SPACE. Tec Synergy does not control the content of each SPACE and does not assume any liability or obligation in connection thereto. All Content uploaded to SPACE must comply with the Terms. Tec Synergy holds the Intellectual Property Rights over the smart contract but does not have any Intellectual Property Rights over the content introduced by each user.
- NFTs: All title, ownership, and Intellectual Property Rights over NFTs belong to the creator of the NFT. To the fullest extent possible, the creator will waive any moral rights over the NFTs upon transfer to third parties. Tec Synergy does not have any Intellectual Property Rights over NFTs created by users. All NFTs must comply with the Term.
- User’s Content: All title, ownership, and Intellectual Property Rights over the Content created by users belong to the users who created said Content. Tec Synergy does not have any Intellectual Property Rights over the user’s Content. The creator of the Content may impose its own terms, conditions and licenses for access and use of said Content. You are advised to review any such terms, conditions, and policies before accessing any such Content. All Content must comply with the Terms.
- By using the Apps, you grant Tec Synergy a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sub-licensable (through multiple tiers), transferable right and license to use, reproduce, publicly display, distribute and adapt the publicly shared NFTs and Minigames for the purposes of developing, distributing, providing, improving, and promoting the Apps, our activities, and your publicly shared assets and games. You further grant Tec Synergy the right to use your name and trademarks, if any, in connection with our use of your publicly shared NFTs and Minigames.
- Transaction and Payment and Taxes
- Any payments or financial transactions that you engage in via the Apps will be conducted solely through the Ethereum Network. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions. We have 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 Apps or any other payment or transactions that you conduct via the Ethereum Network. We do not provide refunds for any purchases that you might make on or through the Apps
- You are solely responsible for determining what, if any, taxes apply to your SPACE-related transactions and any other transaction conducted by you. Tec Synergy does not, and will not, have any insight into or control over any transactions conducted by you in the Apps, and thus is not responsible for determining the taxes that apply to your transactions entered through the Apps or otherwise involving any SPACE or any other related transaction, and is not to act as a withholding tax agent in any circumstances whatsoever.
- Prohibited Use
- You acknowledge and agree that you are responsible for your own conduct while accessing or using the Apps and for any consequences thereof. You agree to use the Apps only for purposes that are legal, proper, and in accordance with these Terms and any applicable laws or regulations.
- By way of example, and not as a limitation, you may not, and may not allow any third party to: (i) send, post, upload, transmit, distribute, disseminate or otherwise make available any content in violation of the Terms, including without limitation, content that infringes the Intellectual Property Rights of any party and any content that contains any hate-related or violent content or contains any other material or products that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (ii) distribute viruses, worms, defects, Trojan horses, spyware, time bombs, cancelbots, corrupted files, hoaxes, or any other items of a destructive or deceptive nature, or that may harvest or collect any data or information about other users without their consent; (iii) impersonate another person (via the use of an email address or otherwise); (iv) use the Apps to violate the legal rights (such as rights of privacy and publicity) of others; (v) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (vi) interfere with other users' enjoyment of the Apps; (vii) exploit the Apps for any unauthorized commercial purpose; (viii) post or transmit unsolicited or unauthorized advertising, or promotional materials, that are in the nature of "junk mail," "spam," "chain letters," "pyramid schemes," or any other similar form of solicitation; (ix) modify, adapt, translate, or reverse engineer any portion of the Apps; (x) remove any copyright, trademark or other proprietary rights notices contained in or on the Apps or any part of it; (xi) reformat or frame any portion of the Apps; (xii) stalk, harass, or engage in any sexual, suggestive, lewd, lascivious, or otherwise inappropriate conduct with minors on the Apps; (xiii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Apps or the content posted on the Apps, or to collect information about its users for any unauthorized purpose; (xiv) use any cheats, hacks, or any other unauthorized techniques or unauthorized third-party software to cheat in any competition or game that may be offered on the Apps by other Users, or to otherwise disrupt or modify the Apps or the experience of any users on the Apps; (xv) create user Accounts by automated means or under false or fraudulent pretenses; (xvi) attempt to gain unauthorized access to any other user's Account, password or content; or (xvii) access or use the Apps for the purpose of creating a product or service that is competitive with the Apps.
- Right to Monitor, Moderate, Or Remove
You agree that you bear all risks associated with your NFTs and/or Minigames. You are solely responsible for safeguarding your NFTs and/or Minigames, and Tec Synergy has no duty to store copies of NFTs and/or for future availability to you or any user except as otherwise provided under these Terms. Tec Synergy does not permit the infringement of Intellectual Property Rights on the Apps and will remove NFTs or Minigames from the Apps if properly notified that such NFTs or Minigames infringe on another’s Intellectual Property Rights. We reserve the right to remove NFTs or Minigames from the Apps, in whole or in part, without prior notice, for any reason, or no reason at all. Without limiting our right to terminate a user pursuant to these Terms, we reserve the right to terminate the account of any user of the Apps who has been notified of infringing activity and/or has had NFTs and/or Minigames removed from the Service. We also reserve the right to decide whether NFTs and/or Minigames are appropriate and comply with these Terms for violations other than violations of intellectual property law. This shall extend to the right of Tec Synergy to edit, modify, moderate, re-format, change or otherwise remove all or part of the descriptions, comments, and/or annotations that you and/or third parties add and/or make in relation to your NFTs and/or Minigames in accordance with these Terms.
- MomentX Materials
- All title, ownership, and Intellectual Property Rights in and to the Apps are owned exclusively by Tec Synergy or its licensors. You acknowledge and agree that the Apps contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You agree not to copy, modify, rent, lease, loan, sell, distribute, perform, display or create derivative works based on the Apps, in whole or in part. Tec Synergy's exclusive ownership shall include all elements of the Apps and all Intellectual Property Rights therein. The visual interfaces, graphics (including, without limitation, all art and drawings associated with Apps), design, systems, methods, information, computer code, software, "look and feel," organization, a compilation of the content, code, data, and all other elements of the Apps (but excluding the User’s Content) (collectively, the "MomentX Materials" are owned by Tec Synergy and are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property, and proprietary rights, and applicable laws. All MomentX Materials are the copyrighted property of Tec Synergy or its licensors, and all trademarks and trade names contained in MomentX Materials are proprietary to Tec Synergy or its licensors. Except as expressly set forth herein, your use of the Apps does not grant you ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through the Apps. Tec Synergy reserves all rights in and to MomentX Materials not expressly granted to you in the Terms. For the sake of clarity, you understand and agree: (i) that any "purchase" of SPACE, whether via the Apps or otherwise, does not give you any rights or licenses in or to MomentX Materials (including, without limitation, Tec Synergy’s copyright in and to the art and drawings associated with the Apps and Content therein) other than those expressly contained in these Terms; and (ii) that you do not have the right to reproduce, distribute, or otherwise commercialize any elements of MomentX Materials (including, without limitation, Tec Synergy’s copyright in and to the art and drawings associated with the Apps and Content therein) in any way without Tec Synergy’s prior written consent in each case, which consent Tec Synergy may withhold in its sole and absolute discretion.
- You may choose to submit comments, bug reports, ideas, or other feedback about the Apps, including without limitation about how to improve the Apps (collectively, "Feedback" By submitting any Feedback, you agree that Tec Synergy is free to use such Feedback at Tec Synergy’s discretion and without additional compensation to you and to disclose such Feedback to third parties (whether on a non-confidential basis or otherwise). You hereby grant Tec Synergy a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for Tec Synergy to incorporate and use your Feedback for any purpose.
- Representations and Risks
- Sophistication and Risk of Cryptographic Systems
By utilizing the Apps, you represent that you understand the inherent risks associated with cryptographic systems; and warrant that you have an understanding of the usage, risks, potential bugs based on novel technology (where applicable), and intricacies of native cryptographic tokens.
- Risk of Regulatory Actions in One or More Jurisdictions
Tec Synergy could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit your ability to access or use the Apps or Ethereum blockchain.
- Risk of Weaknesses or Exploits in the Field of Cryptography
You acknowledge and agree that cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to smart contracts, cryptocurrencies, and the Apps, which could result in the theft or loss of your cryptographic tokens or property, among other potential consequences. By using the Apps you acknowledge and agree to undertake these risks.
- Use of Crypto NFTs
- The Apps allow the use of [Ethereum or other similar blockchain technologies]. You acknowledge and agree that [Ethereum and blockchain technologies]and associated assets, and other assets are highly volatile due to many factors including but not limited to popularity, adoption, speculation, regulation, technology and security risks. You also acknowledge and agree that the cost of transacting on such technologies is variable and may increase at any time, causing impact to any activities taking place on the Ethereum blockchain.
- There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software, and Internet connections failure or problems, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that Tec Synergy will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using the Ethereum network or any sidechain or similar device for processing transactions, however, caused.
- You further represent that you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that Tec Synergy is not liable for your compliance or failure to comply with such laws. You further represent and warrant that all funds or assets used by you have been lawfully obtained by you in compliance with all applicable laws.
- Sophistication and Risk of Cryptographic Systems
- You are advised to safeguard important data, property, and content, to use caution, and not to rely in any way on the correct secure functionality or performance of the Apps.
- You acknowledge and agree that you assume full responsibility for your use of the Apps. You acknowledge and agree that any information you send or receive during your use of the Apps may not be secured and may be intercepted or later acquired by unauthorized parties. You acknowledge and agree that your use of the Apps is at your own risk. You accept the inherent security risks of providing information and dealing online over the internet and agree that Tec Synergy, its directors, officers, and employees have no liability or responsibility for any breach of security unless it is due to its gross negligence.
- The Apps are provided on an "as is" and "as available" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Recognizing such, you acknowledge and agree that, to the fullest extent permitted by applicable law, neither Tec Synergy, its directors, officers and employees, nor its suppliers or licensors will be liable to you for any direct, indirect, incidental, special, consequential, punitive, exemplary or other damages of any kind, including without limitation damages for loss of profits, goodwill, use, data or other tangible or intangible losses or any other damages based on contract, tort, strict liability, infringement of intellectual property or theft or misappropriation of property or any other theory (even if Tec Synergy had been advised of the possibility of such damages), resulting from the Apps; the use or the inability to use the Apps; unauthorized access to or alteration of your transmissions or data; statements, content or conduct of any third party on the Apps; any actions Tec Synergy takes or fails to take as a result of communications you send; human errors; technical malfunctions; failures, including public utility or telephone outages; omissions, interruptions, latency, deletions or defects of any device or network, providers, or software (including, but not limited to, those that do not permit participation in the Apps); any injury or damage to computer equipment; inability to fully access the Apps or any other website; theft, tampering, destruction, or unauthorized access to, images or other content of any kind; data that is processed late or incorrectly or is incomplete or lost; typographical, printing or other errors, or any combination thereof; or any other matter relating to the Apps. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.
- Tec Synergy hereby expressly disclaims, waives, releases, and renounces all warranties, express or implied, including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, or non-infringement.
- Without limiting the generality of the foregoing, Tec Synergy, its directors, officers and employees, and licensors do not represent or warrant to you that: (i) your access to or use of the Apps will meet your requirements, (ii) your access to or use of the Apps will be uninterrupted, timely, secure or free from error, (iii) usage data provided through the Apps will be accurate, (iii) the tools or any content, services, or features made available on or through the Apps are free of viruses or other harmful components, or (iv) that any data or information that you disclose when you use the Apps will be secure.
- Tec Synergy, its directors, officers, and employees will not be responsible or liable to you for any losses you incur as the result of your use of the ethereum network, MetaMask, or any other electronic wallet, including but not limited to any losses, damages or claims arising from: (a) user error, such as forgotten passwords or incorrectly construed smart contracts or other transactions; (b) server failure or data loss; (c) corrupted wallet files; (d) intellectual property infringement by the users; (e) unauthorized access or activities by third parties, including but not limited to the use of viruses, phishing, brute-forcing or other means of attack against the Apps, the ethereum network, MetaMask or other electronic wallets.
- Tec Synergy is not responsible for losses due to blockchain or any other features of the ethereum network, MetaMask, or other electronic wallets, including but not limited to late reports by developers or representatives (or no report at all) of any issues with the blockchain supporting the ethereum network, including forks, technical node issues, or any other issues having fund losses as a result.
- You acknowledge and agree that Tec Synergy has no obligation to take any action regarding which users gain access to or use the Apps; what effects the Apps may have on you; the SPACE you own; how you may interpret or use the Apps; or what actions you may take or fail to take as a result of having been exposed to the Apps. You release Tec Synergy from all liability for your inability to access the Apps.
- Application Security
You acknowledge and agree that the Apps and related applications are software code and are subject to flaws and acknowledge that you are solely responsible for evaluating any smart contract, code provided by the Apps and the trustworthiness of any third-party websites, products, smart-contracts, or content you access or use through the Apps. You further expressly acknowledge and agree that Ethereum applications can be written maliciously or negligently, that Tec Synergy cannot be held liable for your interaction with such applications, which may cause the loss of property or even identity. This warning and others later provided by Tec Synergy in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Apps.
- Third-Party Providers
Tec Synergy neither owns nor controls any third-party site, product, or service that you might access, visit or use for the purpose of enabling you to use the various features of the Apps. Tec Synergy shall not be liable for the acts or omissions of any such third parties, nor shall Tec Synergy be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.
You shall release and indemnify, defend and hold harmless Tec Synergy and its officers, directors, employees, and representatives from and against any and all losses, liabilities, expenses, damages, costs (including attorneys' fees and court costs) claim, or actions of any kind whatsoever arising or resulting from your violation of these Terms and any of your omissions. Tec Synergy reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Tec Synergy in the defense of such matter.
- Limitation of Liability
- You understand and agree that Tec Synergy, its officers, employees, directors, and licensors will not be liable to you or to any third party for any direct, indirect, incidental, special, consequential, or exemplary damages which you may incur, howsoever caused and under any theory of liability, including, without limitation, any loss of profits (whether incurred directly or indirectly), loss of goodwill or business reputation, loss of data, cost of procurement of substitute goods or services, or any other intangible loss, even if Tec Synergy has been advised of the possibility of such damages.
- You agree that Tec Synergy’s total, aggregate liability to you for any and all claims arising out of or relating to these terms or your access to or use of (or your inability to access or use) any portion of the Apps, whether in contract, tort, strict liability, or any other legal theory, is limited to the greater of (a) the amounts actually paid by you to Tec Synergy under these terms in the 12 month period preceding the date the claim arose, or (b) $100.You acknowledge and agree that Tec Synergy has made the Apps available to you and entered into these Terms in reliance upon the warranty disclaimers and limitations of liability set forth herein, which reflect a reasonable and fair allocation of risk between the parties and form an essential basis of the bargain between us. Tec Synergy would not be able to provide the Apps to you without these limitations.
- Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, and some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so the above limitations may not apply.
The Apps provide, or third parties may provide, links to other World Wide Web or accessible sites, applications, or resources. Because Tec Synergy has no control over such sites, applications, and resources, you acknowledge and agree that Tec Synergy, its officers, and employees are not responsible for the availability of such external sites, applications, or resources and do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Tec Synergy, its officers, and employees shall 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 such content, goods or services available on or through any such site or resource.
- Termination and Suspension
- You shall have a right to terminate the Terms at any time by canceling and discontinuing your access to and use of the Apps.
- Tec Synergy may decide to terminate or suspend all or part of MomentX and your access to the Apps immediately, without prior notice or liability. You will not receive any refunds if you cancel your Account or if these Terms are otherwise terminated. You agree that Tec Synergy, in its sole discretion and for any or no reason, may terminate these Terms and suspend your Account(s) for the Apps. You agree that any suspension of your access to the Apps may be without prior notice and that Tec Synergy (and its officers and employees) will not be liable to you or to any third party for any such suspension.
- In the event of your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, Tec Synergy may, without limitation, suspend your Account, block any infringing Content and adopt any other action deemed necessary to prevent future breaches, in addition to any other remedies Tec Synergy and/or any user may have at law.
- Upon any termination or suspension of your Account, you may no longer have access to information that you have posted on the Apps or that is related to your Account, and you acknowledge that Tec Synergy will have no obligation to maintain any such information in the relevant databases or to forward any such information to you or to any third party. Upon termination of your Account, your right to use the Apps will immediately cease.
- The following provisions of these Terms survive any termination of these Terms: Representations and Risks; Disclaimers; Indemnity; Limitation of Liability; Links; Termination and Suspension; Dispute Resolution; General Information.
- Dispute Resolution
- Initial Dispute Resolution
The parties shall use their best efforts to engage directly to settle any dispute, claim, question, or disagreement and engage in good faith negotiations prior to either party resorting to formal dispute resolution methods.
- Binding Arbitration
If the parties do not reach an agreed-upon solution within a period of 30 days from the time informal dispute resolution under the Initial Dispute Resolution provision begins, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below.
Specifically, any dispute that is not resolved under the Initial Dispute Resolution provision shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce. The following shall apply in respect of such arbitration: (i) the number of arbitrators shall be three (one nominated by each party and one nominated by the ICC); (ii) the decision of the arbitrators will be binding and enforceable against the parties, and a judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction thereto (provided that in no event will the arbitrator have the authority to make any award that provides for punitive or exemplary damages or to award damages excluded by these Terms or in excess of the limitations contained in these Terms); (iii) the seat, or legal place, of arbitration shall be the Taipei; and (iv) the language to be used in the arbitral proceedings shall be English, any documents submitted as evidence that are in another language must be accompanied by an English translation and the award will be in the English language. The parties shall maintain strict confidentiality with respect to all aspects of any arbitration commenced pursuant to these Terms and shall not disclose the fact, conduct, or outcome of the arbitration to any non-parties or non-participants, except to the extent required by applicable law or to the extent necessary to recognize, confirm or enforce the final award or decision in the arbitration, without the prior written consent of all parties to the arbitration.
- Governing Law
These Terms and any separate agreements whereby we provide you Apps shall be governed by the laws of Taiwan, without regard to conflict of law provisions.
- Initial Dispute Resolution
- General Information
- Entire Agreement
These Terms (and any additional terms, rules, and conditions of participation that Tec Synergy may post on the Apps) constitute the entire agreement between you and Tec Synergy with respect to the Apps and supersedes any prior agreements, oral or written, between you and Tec Synergy. In the event of a conflict between these Terms and the additional terms, rules, and conditions of participation, the latter will prevail over the Terms to the extent of the conflict.
- Waiver and Severability of Terms
The failure of Tec Synergy to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by an arbitrator to be invalid, the parties nevertheless agree that the arbitrator should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
- Section Titles
The section titles in the Terms are for convenience only and have no legal or contractual effect.
- Entire Agreement